TCR_Public/110603.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 3, 2011, Vol. 15, No. 152

                            Headlines

15-35 HEMPSTEAD: Trustee Taps Philip Rhyne as Property Supervisor
ACHILLES REAL: Case Summary & 5 Largest Unsecured Creditors
AMBAC FINANCIAL: Commissioner Disapproves Interest Payment
AMBASSADORS INT'L: Committee Hires Macquarie as Financial Advisor
AMERICAN AXLE: Moody's Raises Corporate Family Rating to 'B1'

AMERICAN TISSUE: Former CEO's Suit v. Lawyer Dismissed
AMERICAN TV: To Close Four Stores in St. Louis
AMAGANSETT COMMONS: Case Summary & 4 Largest Unsecured Creditors
AMAGANSETT FAMILY: Case Summary & 4 Largest Unsecured Creditors
AMTRUST FINANCIAL: Bancorp Objects to Plan's Liability Releases

ANGELO & MAXIE'S: Files Plan After Sale to Landry's
ASHLAND INC: ISP Buyout Cues S&P to Put 'BB+' CCR on Watch Neg.
AVISTAR COMMUNICATIONS: A. Rodde Resigns as Division President
BAHIA-MAR, LLC: Case Summary & 4 Largest Unsecured Creditors
BANNING LEWIS: Wants Plan Exclusivity Until Aug. 29

BARNES BAY: Asks U.S. Court to Undo Anguilla Court Authorization
BERNARD L. MADOFF: Ruling Today on UniCredit Withdrawal of Ref.
BERNARD L. MADOFF: Trustee Gets Fees, Criticism
BERNARD L. MADOFF: Alpha, Senator Funds Blame Losses on HSBC
BERNARD L. MADOFF: Fairfield Sentry Liquidators May File Lawsuit

BORDERS GROUP: Talking With Gores Group Over Sale of Stores
BOWE BELL: Court Approves Sale of Assets to Versa Capital
B.R. SUMMERLIN: Proposes June 8 Disclosure Statement Hearing
C & D COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: To Release Final Shares Under 2008 Reorg. Plan

CARTER'S GROVE: Court Has Tentative Ruling on Venue Transfer
CB HOLDING: Sells Store Without Official Auction
CENTURYLINK INC: S&P Keeps CCR at 'BB'; Outlook Stable
CINEMARK HOLDINGS: S&P Raises CCR to 'BB-'; Outlook Stable
CINEMARK USA: Moody's Assigns 'B3' Rating to Subordinated Notes

CIRCLE ENTERTAINMENT: Court Dismisses Huff Derivative Action
CLEARWIRE CORP: Intel Owns 95.35 Million Class A Common Shares
CLUB VENTURES: Seeks Sept. 28 Plan Filing Exclusivity Extension
CLUB VENTURES: Seeks Sept. 28 Lease Extension Decision Deadline
CONSTAR INTERNATIONAL: Emerges From Chapter 11 Restructuring

CONTAINERSHIP CO: Files Chapter 15 in New York
CONTAINERSHIP CO: Chapter 15 Case Summary
CORDIA COMM: Can Employ DSI to Provide Restructuring Services
CRYOPORT, INC: Names Karen Muller to Board of Directors
CRYSTAL CATHEDRAL: Plan Financed by Sale-Leaseback

DAIRY PRODUCTION: Committee Objects to Morgan Joseph Hiring Fees
DJSP ENTERPRISES: TAC to Acquire Timios for $1.15 Million Cash
DUANE TILLIMON: Obtains Bankruptcy Court Discharge
E-DEBIT GLOBAL: BCSC Revokes Cease Trade Order
EATON MOERY: Can Obtain $266,000 from First National to Pay Lease

ENCO ZOLCSAK EQUIPAMENTOS: Chapter 15 Case Summary
ENEA SQUARE: Court Approves Kornfield Nyberg as Counsel
EPICEPT CORP: Consummates $10.6MM Secured Term Loan with MidCap
FAIRFIELD SENTRY: BVI Liquidators May File Suits in Bankr. Court
FIDELITY & GUARANTY: S&P Affirms BB- Counterparty Credit Rating

FKF MADISON: Seeks More Time to Negotiate Restructuring Plan
FREESCALE SEMICONDUCTOR: S&P Raises CCR to 'B'; Outlook Stable
FULL CIRCLE: Has Until July 5 to File Chapter 11 Plan
GARDA WORLD: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
GARLOCK SEALING: Committee Hires FSB Fisher Broyles as Counsel

GARLOCK SEALING: Exclusive Period to File Plan Extended to Nov. 28
GEORGE FISETTE: Court Mulls Dismissal, Says Plan Unconfirmable
GREAT ATLANTIC: Super-Fresh Sale Brings $40 Million Plus Inventory
HEARUSA INC: To Hire Bryan Cave as Counsel
HERITAGE CONSOLIDATED: Hires Stephen Malouf for State Court Suits

HEXCEL CORP: S&P Raises CCR to 'BB+' on Improving Credit Metrics
HIGHWAY 41: Voluntary Chapter 11 Case Summary
HOMELAND SECURITY: Enters Into Stock Purchase Pact with Timios
HORIZON LINES: Fails to Comply with NYSE's Listing Standards
HRAF HOLDINGS: Lenders OK Plan Exclusivity Until Aug. 4

IMG WORLDWIDE: S&P Affirms CCR at 'B'; Outlook Stable
INOVA TECHNOLOGY: Completes $928,000 Network Solutions Project
INTEGRA TELECOM: Moody's Withdraws 'Caa2' Unsecured Note Rating
INTEGRA TELECOM: S&P Withdraws 'CCC+' Rating on Unsecured Notes
INTERCONTINENTAL MONTELUCIA: KSL Capital Buys Hotel

INTERNATIONAL ARCHITECTURAL: Prepack Fails; Chapter 7 Filed
IRON MOUNTAIN: Moody's Affirms 'Ba3' Corporate Family Rating
ISP CHEMCO: S&P Puts 'BB-' CCR on CreditWatch Positive
ISLAND ONE: Emerges From Chapter 11 Bankruptcy
JAMES MCGOEY: Plan Treatment of Wells Fargo Claim Not Reasonable

JAMES MOORE: Court Denies Zinchiks' Bid to Pursue Lawsuit
JOHN STEVEN: Case Summary & 20 Largest Unsecured Creditors
JEFFREY PROSSER: PB's $6.9MM Offer for 1929 House Wins Auction
JVL CORP: JVL Unveils Updated Streaming Media System
K-V PHARMACEUTICAL: Samuel Isaly Discloses 10.53% Equity Stake

KATHIE REECE-MCNEILL: Filed for Chapter 11 to Recover Aztec Hotel
KH FUNDING: Wells Fargo Has Security Interest in Bank Accounts
KH FUNDING: Committee Authorized to Hire BDO Consulting as Advisor
KH FUNDING: Committee Authorized to Hire Pachulski as Counsel
KH FUNDING: Committee Gets OK to Hire McGuireWoods as Co-Counsel

KIEBLER RECREATION: Peek'n Peak to Be Auctioned on Sept. 1
KMC REAL ESTATE: Hires Hostetler & Kowalik as Counsel
KURRANT MOBILE: Board OKs Designation of 1-Mil. Preferred Shares
KURRANT MOBILE: Delays Filing of Annual Report on Form 10-K
KY USA ENERGY: Magdovitz Lease Is A Financing Instrument

LA JOLLA: Has 17.11 Million Outstanding Common Shares
LAKE AT LAS VEGAS: Credit Suisse Wants Former Owners' Suit Tossed
LAKE CHARLES: Case Summary & 12 Largest Unsecured Creditors
LAUTH INVESTMENT: Emerges from Chapter 11 Reorganization
LEHMAN BROTHERS: Seeks Delay of Plan Disclosures Hearing

LEHMAN BROTHERS: Panel Is Designated for Plan Discovery Process
LEHMAN BROTHERS: LBI Ignoring Court Order, Says Barclays
LEHMAN BROTHERS: Proposes Urbanism Sharing Agreement
LEHMAN BROTHERS: Proposes to Sell Mortgage Loans to Metlife Bank
LEVEL 3: Unit Has Private Offering for $600-Mil. of Sr. Notes

LONG RAP: Suit vs. Officers and Directors Goes to Trial
LONG SANDY: Case Summary & Largest Unsecured Creditor
LOOP CORP: Case Dismissed for Bad Faith Filing
MADISON HOTEL: Bankruptcy Filing Stays MAve Hotel Sale
MAIETTA CONSTRUCTION: To Emerge From Chapter 11 Protection

MARIA VISTA: Dismissal of Suit v. San Luis Obispo Affirmed
MAURICE ROUNDY: Faces 5 Years in Prison for Bankruptcy Fraud
MERIT GROUP: Asset Sale Mulled; Schedules Filing Delayed
MERIT GROUP: Sec. 341 Creditors' Meeting on July 8
MERIT GROUP: U.S. Trustee Appoints 7-Member Creditors' Panel

MERIT GROUP: Employs McNair Law Firm as Bankruptcy Counsel
MERIT GROUP: Has Court OK to Hire KCC as Claims Agent
MERIT GROUP: Asks Court to Approve Alvarez & Marsal Hiring
MIDWEST FAMILY: Moody's Affirms Ratings on Housing Revenue Bonds
MMRGLOBAL INC: Sold Common Stock Exceeds 5% Threshold

MMRGLOBAL INC: Enters Into 5th Amended & Restated Promissory Note
MTPCS HOLDINGS: S&P Withdraws B' Preliminary Ratings
NET TALK.COM: Elects to Change Fiscal Year End to Dec. 31
NEW ORLEANS AUCTION: Wins Approval of $500,000 Funding
NEXITY FINANCIAL: Wants Case Converted to Chapter 7

NEXSTAR BROADCASTING: Ten Directors Elected at Annual Meeting
NEXTMART INC: Posts $164,600 Net Loss in Q2 Ended March 31
NJ AFFORDABLE HOMES: Court Refuses to Halt Suit v. Otlowski
NMT MEDICAL: To Sell BioTREK to Pay Off Creditors
NORANDA ALUMINUM: S&P Raises CCR to 'B+'; Outlook Stable

NURSERYMEN'S EXCHANGE: To Sell Some Properties to Pay Off Debt
OPUS WEST: Settles Suit Over Siphoned Earnings
OPTIMUMBANK HOLDINGS: Jerry Grace Resigns from Board
ORAGENICS, INC: Names John Bonfiglio as President and CEO
ORDWAY RESEARCH: Files Schedules of Assets & Liabilities

OSAGE EXPLORATION: Inks Participation Pact with Slawson and USE
PARK AVENUE RADIOLOGISTS: Bankr. Court Won't Hear Employment Suit
PATRIOT PLACE: Case Summary & 17 Largest Unsecured Creditors
PHYTOMEDICS INC: Files for Chapter 7 Liquidation
PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds From 'BB'

PROSPERITY PARK: Court Rejects Plan & Allows Bank to Foreclose
PARKER BUILDING: To Convert Some Units to Apartments, Condos
PLAINFIELD APARTMENT: Sells Nine Properties for Under $16 Million
PROVIDENT ROYALTIES: Court Dismisses Class Suit Over Ponzi Scheme
QUANTUM FUEL: Sr. Lenders Demand $1-Mil. Under Term Note B

QUIGLEY CO: Pfizer Asks District Judge to Vacate Asbestos Opinion
RADIENT PHARMACEUTICALS: Gets Non-Compliance Notice from NYSE
REID PARK: Doubletree Hotel Has Cramdown Chapter 11 Plan
REITTER CORP: IRS Has Senior Lien Over Receivables
RGB RESORT: Given Last Plan 'Exclusivity' Extension

ROBB & STUCKY: Trademarks Fetch $470,000 at Auction
ROBERTS LAND: Files for Ch. 11 After Lender Nixed Repayment Offer
ROUND TABLE PIZZA: Reorganization Plan Faulted by GECC
ROUTE 70: "Collapsing" Doctrine Does Not Apply in Suit v. Bank
RUFFIN ROAD: Case Summary & 5 Largest Unsecured Creditors

S. WILSON: Court Rules on Trustee's Avoidance Suit v. Banks et al.
SBARRO, INC: Committee Okayed to Hire Mesirow as Financial Advisor
SCHUPBACH INVESTMENTS: To Shed Problematic Properties
SENSIVIDA MEDICAL: Delays Filing of Yr. Ended Feb. 28 Report
SHAW FAMILY: Lawsuits Over Marilyn Monroe Photos Cue Bankruptcy

SHIPPERS' CHOICE: Court Set to Enter Final Decree
SIGG SWITZERLAND: Canadian Affiliate Bids $2.35-Mil. for Assets
SIRIUS XM: Eight Common Stock Directors Elected at Annual Meeting
SMOKY MOUNTAIN: Smoky Shadows Motel in Chapter 11
SMURFIT-STONE: Rock-Tenn Completes $3.5 Billion Takeover Deal

SOCIETY OF JESUS: Schedules July 7 Confirmation Hearing
SOUTHEASTERN CONSULTING: Sec. 341 Creditors' Meeting on June 14
SOUTHEASTERN CONSULTING: Seeks Court OK of Berger Singerman Hiring
STATION CASINOS: Terms for Adequate Protection of FCP PropCo
STATION CASINOS: K. Sotirakis Allowed to Prosecute Claim

STRATEGIC AMERICAN: J. Lindsay Resigns as Sec., Treas. and CFO
STRATUS MEDIA: Closes $14.1 Million Financing
SULPHCO INC: Facing Cash Crunch, Bankruptcy May Be In Future
SWISS CHALET: Best Western Hotel Owner in Chapter 11
SYMBION INC: Moody's Assigns B2 Rating to New Secured Notes

SYMBION INC: S&P Puts 'B-' CCR on Watch Pos. on Proposed Financing
SYNOVUS FINANCIAL: S&P Affirms Counterparty Credit Rating at 'BB-'
TANDUS FLOORING: S&P Affirms CCR at 'B'; Outlook Revised to Pos.
TAYLOR BEAN: Lee Farkas Sues National Union Over Legal Bills
TAYLOR BEAN: Gov't Seeks Forfeiture of Farkas Assets

TELKONET INC: Dismisses RBSM LLP as Accountants
TMG CANTON: 744-Unit Michigan Apartment Complex Files Chapter 11
TRANS ENERGY: James Abcouwer Resigns from Board of Directors
TRIAD GUARANTY: Suspending Filing of Reports Under 401(k) Plan
TRIBUNE Co: Rival Plans' Findings of Fact Due Today

TRIBUNE CO: Says Noteholder Plan Won't Resolve Any Disputes
TRIBUNE CO: Noteholders Say Debtor Plan a "Fix It Later" Strategy
TRICO MARINE: Plan Confirmation Hearing on July 18
TWO GUYS GRILLE: Owners Sued by Bank for Intercompany Transfers
UNISYS CORP: Lee Roberts Elected to Board of Directors

UNIGENE LABORATORIES: Sells New Jersey Property for $1.2-Mil.
URBAN WEST: Acting U.S. Trustee Appoints 3-Member Creditors' Panel
URBAN WEST: Court OKs Luce Forward as Litigation Counsel
URBAN WEST: Committee Hires Meyers Nave as Counsel
U.S. RENAL: S&P Affirms CCR at 'B'; Outlook Stable

VALENCE TECHNOLOGY: Incurs $12.68 Million Net Loss in Fiscal 2011
VALENCE TECHNOLOGY: Obtains $2 Million Loan Berg & Berg
VALENCE TECHNOLOGY: Files Form S-8; Registers 1.5MM Common Shares
VALLEJO, CA: Muni Bankruptcy Plan Confirmation Set for July 28
VICTOR E. THOMPSON: Court Confirms Amended Plan

VITRO SAB: Subsidiaries Secure $30 Million Financing
VULCAN MATERIALS: S&P Rates Proposed Sr. Unsecured Notes at 'BB'
WAGSTAFF PROPERTIES: Has Interim Access to Secured Lenders' Cash
WARREN BEVAN: Court Upholds 2003 Discharge Order
WASHINGTON MUTUAL: Says Newest Settlement Still Isn't Final

WEBBERVILLE VILLAGE: S&P Ups Rating on Series 1994 Bonds From 'BB'
WINDSOR PLUMBING: M.D. Fla. Court Rules on Gov't Suit v. Owner
WOLVERINE TUBE: Sues to Stop Plainfield's Objection
Z COM: Voluntary Chapter 11 Case Summary
ZANETT INC: Delays Filing of First Quarter Form 10-Q

* Municipal Bondholders Face Less Risk Than Public Services

* Conversions From Chapter 13 to 7 and Back to 13 Permissible
* Private Employer May Deny Job Over Applicant's Bankruptcy
* Second Detroit Judge Says Late Retainer Agreements OK
* Failure to Pay Taxes Alone Doesn't Prevent Discharge
* Bankruptcy Case Tests Ruling by Fifth Circuit Chief Judge
* Exemption Can Be Waived Only With Survivorship Rights

* INSOL International Unveils List of New Fellows

* BOOK REVIEW: All Organizations Are Public

                            *********

15-35 HEMPSTEAD: Trustee Taps Philip Rhyne as Property Supervisor
-----------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey authorized Karen L. Gilman, the Chapter 11
Trustee for 15-35 Hempstead Properties, LLC, and Jackson 299
Hempstead LLC,  to retain Philip Rhyne as on-site property
supervisor.

As reported in the Troubled Company Reporter on May 31, 2011, the
Debtors on March 10, 2011, obtained permission from the Court to
employ Saligman-Decker Associates, LLC, as their property
managers.

The Debtors said they need Philip Rhyne to manage their property
by collecting rents, preparing an annual budget, overseeing
maintenance of the property, overseeing the acquisition of
insurance, keeping property records, preparing records and
overseeing landlord-tenant issues.

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

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

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

                   About 15-35 Hempstead Properties

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

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

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

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


ACHILLES REAL: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Achilles Real Estate Holdings, LLC
        11323 Phillips Pkwy Drive E., Suite 1
        Jacksonville, FL 32256

Bankruptcy Case No.: 11-04015

Chapter 11 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

                         - and -

                  Taylor J. King, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,240,055

Scheduled Debts: $1,252,320

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-04015.pdf

The petition was signed by Roger T. Bates, manager.

Affiliate that previously filed Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Roger Todd Bates                      10-7598             08/30/10


AMBAC FINANCIAL: Commissioner Disapproves Interest Payment
----------------------------------------------------------
Ambac Assurance Corporation disclosed that the Commissioner of
Insurance of the State of Wisconsin has disapproved the requests
of Ambac and the Rehabilitator of the Segregated Account of Ambac
(Segregated Account), acting for and on behalf of the Segregated
Account, to pay interest on all outstanding Surplus Notes issued
by Ambac and the Segregated Account on the first scheduled
interest payment date of June 7, 2011.

                       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: Committee Hires Macquarie as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Ambassadors
International, Inc., et al., obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ and retain
Macquarie Capital (USA) Inc. as its financial advisor.

All compensation and reimbursement of expenses will be payable to
Macquarie based on the Engagement Letter.

                  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 AXLE: Moody's Raises Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service raised American Axle & Manufacturing
Holdings, Inc.'s Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to B1 from B2. In a related action, the
rating on American Axle & Manufacturing, Inc.'s (American Axle)
senior secured note was raised to Ba1 from Ba2, and the ratings on
the unsecured guaranteed notes were raised to B2 from B3. The
Speculative Grade Liquidity Rating was affirmed at SGL-3. The
rating outlook is Stable.

Ratings raised:

   American Axle & Manufacturing Holdings, Inc.

   -- Corporate Family Rating, to B1 from B2;

   -- Probability of Default Rating, to B1 from B2;

   American Axle & Manufacturing, Inc.

   -- Senior secured guaranteed note, to Ba1 (LGD2 17%) from Ba2
      (LGD2 16%);

   -- Unsecured guaranteed notes, to B2 (LGD5 73%) from B3 (LGD5,
      74%);

Ratings affirmed:

   American Axle & Manufacturing Holdings, Inc.

   -- Speculative Grade Liquidity Rating, SGL-3

Rating Rationale

The raising of American Axle's CFR to B1 incorporates Moody's
expectation that the company's improved year-over-year EBIT margin
will largely be sustained over intermediate-term despite potential
temporary automotive production disruptions and high gasoline
prices. The reduction in the company's structural costs, achieved
through wage negotiations, and restructuring actions taken over
the recent years, has positioned American Axle to benefit from
improving automotive production trends in North America. The
company's revenues continue to be highly concentrated with GM (75%
of 2010 revenues) and with GM's GMT900 platform. Yet, sales of
this product have continued to improve through the first quarter
of 2011, driven by replacement demand of traditional commercial
and small business users. While this trend is expected to continue
through 2011, the pace of further growth will be tempered by
increasing fuel prices. American Axle also maintains a strong
backlog of new business of approximately $950 million which is
expected to further diversify the company's revenues away from GM
and away from North America (about 92% of 2010 revenues). For the
LTM period ending March 31, 2011, American Axle's EBIT/Interest
coverage (including Moody's adjustments) approximated 2.1x, while
Debt/EBITDA approximated 3.5x (3.9x, adjusted for the company's
early payment terms with GM). These metrics are expected to
improve over the intermediate-term.

The stable rating outlook reflects Moody's view that American
Axle's credit metrics will support the assigned rating over the
intermediate-term despite the potential for interruptions in OEM
automotive production due to disruptions in supplies from Japan.

American Axle's liquidity profile over the next twelve months
should remain at adequate levels as indicated by the Speculative
Grade Liquidity Rating of SGL-3. Cash balances at March 31, 2011
were approximately $217 million. American Axle is expected to be
modesty cash flow positive over the near-term as the company's
improved profitability should offset incremental working capital
needs and capital expenditures used to support growth. Liquidity
is supported by availability under the $296 million revolving
credit facility which was unfunded as of March 31, 2011, with
about $25 million of letters of credit outstanding. The
commitments under the revolving credit reduces to $243 million in
December 2011 and will mature in June 2013. The company also
maintains a $100 million committed second lien facility from GM,
unused at March 31, 2011, which matures in December 2013.
Principal financial covenants under the revolving credit facility
include a secured debt/EBITDA test, and an EBITDA/interest expense
test. American Axle is expected to have ample covenant cushion and
access to the vast majority of the revolving credit facility over
the near-term. Availability under the revolving credit also is
governed by a collateral coverage test. The security provided to
the lenders as part of the bank credit facility limits the
company's alternate sources of liquidity.

Future events that have the potential to raise American Axle's
ratings or outlook include: further higher levels of automotive
production or new business wins resulting in increase revenues and
operating margins. Consideration for a positive outlook or higher
ratings could arise if these factors were to lead to sustained
EBIT/Interest coverage over 2.5x, Debt/EBITDA below 3.0, and
sustained positive FCF.

Downward rating migration would arise if industry conditions were
to deteriorate without sufficient offsetting restructuring actions
or savings by the company. Other considerations for a downward
revision include if American Axle is unable to maintain adequate
liquidity levels to operate through a prolonged industry downturn,
or lack of liquidity to support improving industry volumes
resulting in a loss of market share or new platform opportunities.

The principal methodology used in rating American Axle &
Manufacturing Holdings, Inc. was the Global Automotive Supplier
Industry Methodology, published January 2009. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
is a world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUV's and passenger cars. The company has manufacturing
locations in the USA, Mexico, the United Kingdom, Brazil, China,
Poland, and India. The company reported revenues of $2.3 billion
in 2010.


AMERICAN TISSUE: Former CEO's Suit v. Lawyer Dismissed
------------------------------------------------------
District Judge Paul A. Crotty dismissed a complaint filed pro se
by Mehdi Gabayzadeh on April 27, 2009, against his former attorney
Benjamin Brafman, Esq., and the law firms Brafman & Ross, P.C. and
Brafman & Associates, P.C., alleging fraudulent misrepresentation
and false billing.  On Nov. 30, 2009, Defendants filed the instant
motion to dismiss.  On June 18, 2010, Magistrate Judge Francis
issued his Report and Recommendation that the District Court grant
the Defendants' motion to dismiss with prejudice.  The Magistrate
Judge concluded that the Plaintiff has failed to offer a
sufficient explanation of the additional information he could
submit to save his claims.  Judge Crotty adopted the Magistrate
Judge's R&R in its entirety.  The case is Mehdi Gabayzadeh, v.
Benjamin Brafman, et al., No. 09 Civ. 4095 (S.D.N.Y.).  A copy of
the District Court's May 11, 2011 Order is available at
http://is.gd/XSdXxQfrom Leagle.com.

Mr. Gabayzadeh is currently an inmate at Fort Dix Federal
Correctional Institution in New Jersey after his 2005 conviction
for bank fraud, wire fraud, securities fraud, bankruptcy fraud,
perjury, and obstruction of justice.  He was formerly the
President and CEO of American Tissue, Inc., a large paper products
corporation.  On Sept. 10, 2001, ATI filed for Chapter 11
bankruptcy and, in November 2001, Mr. Gabayzadeh was removed from
his leadership positions at ATI.  In the year preceding the
bankruptcy, Mr. Gabayzadeh engaged in many schemes to defraud
LaSalle National Bank Association, ATI's lender, including
falsification of records and financial books and creating
fictitious invoices.


AMERICAN TV: To Close Four Stores in St. Louis
----------------------------------------------
The St. Louis Business Journal reports that American TV &
Appliance plans to close its four St. Louis-area locations and
will start liquidation sales Saturday, affecting hundreds of
workers.

The Company decided to close the stores in Bridgeton, Fenton,
Cottleville and O'Fallon, Ill., because the "economy has hit
St. Louis harder than any of our other regions," company spokesman
Stephen DeShong said. "Our other stores are performing quite
well."

American first entered the St. Louis market in October 2004.
After the closing sales wrap in several weeks, the report notes,
American will have 11 remaining stores in Illinois, Iowa, Michigan
and Wisconsin.

American TV & Appliance is a Madison, Wis.-based retailer.  The
company employs 125 workers.


AMAGANSETT COMMONS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Amagansett Commons, LLC
        551 Montauk Highway
        Amagansett, NY 11935

Bankruptcy Case No.: 11-73928

Chapter 11 Petition Date: May 31, 2011

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

Judge: Alan S. Trust

Debtor's Counsel: John P. Campo, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6075
                  Fax: (212) 704-5907
                  E-mail: John.Campo@troutmansanders.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-73928.pdf

The petition was signed by Richard J. Principi, Jr., managing
member.


AMAGANSETT FAMILY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Amagansett Family Farm, Inc.
        551 Montauk Highway
        Amagansett, NY 11935

Bankruptcy Case No.: 11-73929

Chapter 11 Petition Date: May 31, 2011

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

Judge: Robert E. Grossman

Debtor's Counsel: John P. Campo, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6075
                  Fax: (212) 704-5907
                  E-mail: John.Campo@troutmansanders.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-73929.pdf

The petition was signed by Richard J. Principi, Jr., president.


AMTRUST FINANCIAL: Bancorp Objects to Plan's Liability Releases
---------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Bancorp Bank, an
online bank holding $2.3 million in AmFin Financial Corp.
securities, told an Ohio bankruptcy court Tuesday that AmFin's
reorganization plan and disclosure statement should be rejected
because the litigation releases it provides are too broad.

In an objection, Law360 relates, Bancorp said it was considering
whether it will bring litigation against AmFin over its issuance
of a large volume of high risk, no-documentation loans, known as
Alt-A loans in some quarters and liar loans in others.

                     The Chapter 11 Plan

As reported in the May 31, 2011 edition of the Troubled Company
Reporter, although there is no conclusion yet to litigation
with the Federal Deposit Insurance Corp. that will determine
whether creditors receive anything at all, there will be a hearing
on June 10 for approval of the explanatory disclosure statement
explaining the proposed Chapter 11 plan for AmTrust Financial
Corp.  The disclosure statement and plan was amended mid April.

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

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

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

                       About AmTrust Financial

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

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

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

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

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


ANGELO & MAXIE'S: Files Plan After Sale to Landry's
---------------------------------------------------
Angelo & Maxie's filed a Chapter 11 plan a week after it was
authorized to sell its steakhouse at Park Avenue, in Manhattan, to
Landry's Restaurants Inc.  The hearing for approval of the
explanatory disclosure statement is set for June 21.

Mr. Rochelle relates that Houston-based Landry's paid about
$3 million for the 230-seat restaurant.  From the proceeds,
$1.19 million covered secured debt that Landry's acquired.
Another $600,000 went to other secured claims while $160,000 was
set aside for unsecured creditors and $250,000 for expenses of the
Chapter 11 case.  An additional $339,000 was used to cure breaches
of the lease.  Unsecured creditors with about $530,000 in claims
are to split the $160,000 plus recoveries from lawsuits.

The official creditors' committee supports the Plan, according to
the report.

Angelo & Maxie's, LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 11-11112) in Manhattan on March 14, 2011.  Dawn K.
Arnold, Esq., at Rattet Pasternak, LLP, in Harrison, New York,
serves as counsel.  The Debtor estimated up to $1 million in
assets and debts of $1 million to $10 million as of the Chapter 11
filing.


ASHLAND INC: ISP Buyout Cues S&P to Put 'BB+' CCR on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating, 'BBB' senior secured debt rating, and 'BB-'
subordinated debt rating on Ashland Inc. on CreditWatch with
negative implications.

At the same time, Standard & Poor's placed its 'BB' senior
unsecured debt rating on Ashland's $650 million of notes due 2017
on CreditWatch with developing implications.

"The CreditWatch placement reflects the likelihood that we will
lower most of our ratings on Ashland and its debt issues following
its acquisition of ISP because of the resulting increase in debt
leverage," said Standard & Poor's credit analyst Cynthia Werneth.
However, Standard & Poor's may raise, lower, or affirm the rating
on Ashland's $650 million notes due 2017. These notes are
currently unsecured, but Standard & Poor's expects them to become
secured as a result of this transaction.

The acquisition furthers Ashland's strategy of expanding its
specialty chemical offerings, improving profitability, and
increasing the predictability of operating results. U.S.-based ISP
(whose indirect subsidiary ISP Chemco LLC Standard & Poor's rates
'BB-') is a leading manufacturer of functional ingredients for the
personal care and pharmaceutical markets. Its products include
emulsifiers, emollients, and excipients. In addition, the company
manufactures polymers and other products used in oilfield and
other industrial applications as well as ingredients in detergents
and other household products.

Ashland expects to finance the acquisition and about $200 million
in estimated transaction costs using $2.9 billion of committed
secured bank financing and $500 million of cash on hand.
Management expects the transaction to close by the end of
September subject to customary closing conditions, including U.S.
and European Union regulatory approval.

"We expect to resolve the CreditWatch during the next few weeks
after evaluating management's business strategies, integration
plans, financing arrangements and new capital structure, and pace
of prospective debt reduction," Ms. Werneth said.


AVISTAR COMMUNICATIONS: A. Rodde Resigns as Division President
--------------------------------------------------------------
Mr. Anton F. Rodde notified Avistar Communications Corporation on
May 24, 2011, that he would resign as the Company's President,
Intellectual Property Division, effective as of May 31, 2011.  In
connection with his resignation, the Company and Mr. Rodde
executed a term sheet pursuant to which Mr. Rodde agreed to
provide consulting services to the Company related to maintaining
potential patent portfolio opportunities for a minimum monthly
retainer of $6,000.  The term sheet will terminate on Dec. 31,
2011, unless renewed by the Company.  If the Company does not
renew the term of the agreement, Mr. Rodde will fully vest in and
have the right to exercise all of his outstanding options and all
restrictions on restricted stock units will lapse at that time as
well.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported net income of $4.45 million on $19.65 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $3.98 million on $8.82 million of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.69 million in total assets, $14.61 million in total
liabilities, and a $9.91 million total stockholders' deficit.


BAHIA-MAR, LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bahia-Mar, LLC
        6654 78th Avenue North
        Pinellas Park, FL 33781

Bankruptcy Case No.: 11-10331

Chapter 11 Petition Date: May 30, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Jay B. Verona, Esq.
                  ENGLANDER AND FISCHER, LLP
                  721 1st Avenue North
                  St. Petersburg, FL 33701
                  Tel: (727) 898-7210
                  Fax: (727) 898-7218
                  E-mail: jverona@eandflaw.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-10331.pdf

The petition was signed by Carlos Yepes, manager.


BANNING LEWIS: Wants Plan Exclusivity Until Aug. 29
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch, which has scheduled auctions for
its properties in late June, is asking the bankruptcy court in
Delaware to extend the exclusive period for filing a Chapter 11
plan by three months until Aug. 29.  The hearing for approval of
the sales is set for June 29, the same day as the hearing on the
so-called exclusivity motion.

Banning Lewis, according to the report, said the project "is not a
simple asset to sell."  It wants more time so prospective buyers
can "fully explore and exhaust all transactions opportunities."

Mr. Rochelle relates that the Debtor's properties are being sold
in two lots. The company filed a Chapter 11 plan in May that
included the auction sales, which will determine who will sponsor
a reorganization.  The parent company's assets presumably will be
purchased in return for forgiveness of financing for the Chapter
11 case and assumption of a modified term loan with KeyBank NA.
The intended purchasers are Greenfield BLR Finance Partners LP and
DBL Investors LLC.  A definitive purchase agreement was filed by
the May 27 deadline.

                         About Banning Lewis

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

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

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

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


BARNES BAY: Asks U.S. Court to Undo Anguilla Court Authorization
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Viceroy Anguilla Resort and Residences on the island
of Anguilla in the British West Indies filed papers asking the
bankruptcy judge in Delaware to rethink authorization he gave in
May allowing buyers of four units to enforce their rights in the
court in Anguilla.

Mr. Rochelle recounts that after the bankruptcy court authorized
an auction for the project to be held in Anguilla on July 27,
purchasers of four units went to bankruptcy court arguing that the
U.S. court had no right to undo prior rulings by a court in
Anguilla.  In one instance, the buyer had an order from the court
in Anguilla prohibiting sale of the specific unit until it was
repaid its $2 million deposit.  U.S. Bankruptcy Judge Peter J.
Walsh responded by signing an order May 24 allowing four unit
purchasers "to pursue whatever rights they believe they have in
their respective units in the Anguillan court."

According to Mr. Rochelle, in this week's bankruptcy court filing,
the resort argues that the order from May goes too far and would
allow the unit purchasers to attach or seize property in Anguilla.
The resort wants the bankruptcy judge to limit his order by
allowing the court in Anguilla to do nothing more than declare the
rights of the purchasers.

Mr. Rochelle relates that at the auction in July, secured creditor
Starwood Capital Group LLC is expected to be the winner.  Starwood
would take title after a reorganization plan is approved at a
confirmation hearing.

                         About Barnes Bay

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

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

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

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


BERNARD L. MADOFF: Ruling Today on UniCredit Withdrawal of Ref.
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff will issue a ruling
today, June 3, on whether all or part of the lawsuit filed by the
trustee for Bernard L. Madoff Investment Securities Inc. will be
decided initially by a U.S. district court rather than the
bankruptcy court.  Parties appeared before Judge Rakoff on May 31
for oral argument on the Italian bank's so-called withdrawal of
the reference motion.

According to the report, the bank believes that rules governing
lawsuits in bankruptcy court require transferring the
$58.8 billion suit out of bankruptcy court because the case
requires resolution of conflicts between bankruptcy law and
nonbankruptcy federal laws.  Judge Rakoff said he would issue a
ruling on June 3 describing what parts of the suits are properly
decided in the first instance in district court.  UniCredit says
that only a district judge should decide whether the Racketeer
Influenced & Corrupt Organizations Act can apply to an alleged
conspiracy taking place almost entirely outside the U.S.  The bank
also contends the RICO statute can't be applied to foreigners in
transactions that took place abroad.

Mr. Rochelle relates that the Madoff trustee in his complaint
seeks damages of $19.6 billion trebled to $58.8 billion if the
trustee were to prove that the actions qualify as a criminal
enterprise under RICO.  Other defendants in the suit include
UniCredit subsidiary Bank Austria, Bank Medici AG and Sonja Kohn,
its founder.

Mr. Rochelle notes that Judge Rakoff already has a track record on
taking Madoff lawsuits out of bankruptcy court.  In April, he
ruled that he should decide whether to dismiss five counts in the
Madoff trustee's $9 billion suit against HSBC Holdings Plc.
Another judge, U.S. District Judge Colleen McMahon, ruled on May 4
that the trustee's $6.4 billion lawsuit against JPMorgan Chase &
Co. belongs in district court.

                       About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Gets Fees, Criticism
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. received approval June 1 for $43.9 million in fees
for himself and his law firm covering four months ended Jan. 31.

Eric Hornbeck at Bankruptcy Law360 reports that Bankruptcy Judge
Burton R. Lifland reprimanded Helen Davis Chaitman of Becker &
Poliakoff LLP, who represents about 800 Bernard L. Madoff
Investment Securities LLC investors who were "net winners" of
Bernard L. Madoff's criminal Ponzi scheme, for being the only
objector to the trustee's fees out of the hundreds of lawyers and
law firms involved in the case.

Mr. Rochelle notes that although the bankruptcy judge went easy on
the trustee at the June 1 hearing, the same wasn't true with
regard to fees when the trustee appeared before Judge Jed Rakoff
in U.S. District Court the preceding day on an unrelated matter.
Having read about Mr. Picard's fees and hearing complaints from
some customers, Judge Rakoff said he would think about "whether I
need to withdraw the reference on payment of fees."  The reference
is withdrawn when a district court takes a particular dispute out
of the bankruptcy court and handles it in the higher court.
Judge Rakoff has already taken some Madoff lawsuits out of
bankruptcy court and may remove more.

                       About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Alpha, Senator Funds Blame Losses on HSBC
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alpha Prime Fund Ltd. and Senator Fund SPC,
investment funds created in Bermuda and the Cayman Islands,
respectively, filed cross claims on May 27 against HSBC Holdings
Plc and its affiliates, claiming the London-based bank was
responsible for their losses from the fraud perpetrated by Bernard
L. Madoff Investment Securities Inc.

According to Mr. Rochelle, contending they were not feeder funds,
Alpha and Senator along with HSBC were among the dozens of
defendants in an amended complaint the Madoff trustee filed in
December.  The trustee contended in the suit that HSBC "enabled"
Mr. Madoff's Ponzi scheme and engaged in "financial fraud and
misconduct" by being "willfully and deliberately blind to the
fraud."

Mr. Rochelle notes that the two funds pick up on the trustee's
allegations against HSBC by contending that the bank secretly made
an agreement for the Madoff firm to take over custodial
responsibilities.  They said HSBC "intentionally concealed"
reports from outside auditors in 2006 and 2008 detailing the risk
of fraud resulting from dealings with Mr. Madoff.

The two funds, according to the report, made claims against HSBS
including fraud, fraudulent concealment, negligent
misrepresentation, and breach of fiduciary duty.  In addition to
denying they have any liability to the Madoff trustee, the funds
want HSBC to reimburse them for any damages or losses they sustain
as a result of the Madoff fraud.

Mr. Rochelle notes that the Madoff trustee's December complaint
against HSBC and other defendants seeks $9 billion on "theories of
contribution" and $2.3 billion for receipt of fraudulent
transfers.  The complaint said the HSBC feeder funds directed over
$8.9 billion to Mr. Madoff.

Had they "reacted appropriately" to "obvious badges of fraud," the
Madoff trustee said the illicit scheme would have ended years
sooner, Mr. Rochelle notes.

                   About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Fairfield Sentry Liquidators May File Lawsuit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in New York ruled that
liquidators from the British Virgin Islands for Fairfield Sentry
funds have the right to bring lawsuits in bankruptcy court under
the umbrella of the funds' Chapter 15 cases.  Fairfield Sentry
Ltd. and affiliates were the largest of the so-called feeder funds
that invested in the Ponzi scheme run by Bernard L. Madoff
Investment Securities Inc.

Mr. Rochelle recalls that in July, U.S. Bankruptcy Judge Burton R.
Lifland gave the liquidators permanent protection in the U.S.
under Chapter 15 when he found that the liquidations in the
British Virgin Islands were the so-called foreign main
proceedings, Mr. Rochelle says

Before and after Chapter 15 relief was granted, Mr. Rochelle
notes, the liquidators filed 209 lawsuits in the U.S. to recover
almost $5.8 billion, including $690 million in so-called
fictitious profits.  The liquidators had the lawsuits transferred
to bankruptcy court in Manhattan.

Mr. Rochelle discloses that defendants in 42 of the lawsuits filed
papers telling Judge Lifland the cases should be returned to state
courts.  They contended that the bankruptcy court doesn't have
jurisdiction to hear the suits.  The defendants lost when Judge
Lifland ruled on May 23 that the bankruptcy court has jurisdiction
under Chapter 15 to handle the suits which sought return of
redemptions under common law.

Judge Lifland ruled that the suits are within the bankruptcy
court's so-called core jurisdiction.  In that respect, Judge
Lifland based his decision on Section 157(b)(2)(vi) of the U.S.
Judiciary Code which says that core proceedings include
"recognition of foreign proceedings and other matters under
Chapter 15," Mr. Rochelle relates.

                   About Bernard L. Madoff

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

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

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

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

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

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

                      About Fairfield Sentry

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

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

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

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

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


BORDERS GROUP: Talking With Gores Group Over Sale of Stores
-----------------------------------------------------------
The Wall Street Journal's Mike Spector and Jeffrey A. Trachtenberg
report that people familiar with the matter said private-equity
firm Gores Group is in discussions to purchase more than 200 of
Borders' 405 remaining stores in a deal that could fetch roughly
$200 million or so.  The sources said the deal would keep Borders
operating as a going concern.

The Journal says the sources cautioned the talks remain fluid and
could fall apart.  Spokespeople for Borders and Gores declined to
comment.

According to the Journal, the sources also said Borders remain in
discussions with other suitors.  One of the sources said interest
in Borders has picked up since Liberty Media Corp.'s recent bid
for Barnes & Noble, which valued that chain at roughly $1 billion.

The Journal notes Alec Gores, who runs the firm, is worth more
than $1.6 billion, according to Forbes.  Gores Group in February
disclosed it raised $2 billion for a new fund earmarked for buying
companies in variety of sectors, including telecommunications and
healthcare.

The Journal recounts that Borders said in recent court filings
that its sales process is "at its most sensitive stage" and has
asked a bankruptcy judge to give it more time to maintain
exclusive control over developing a reorganization plan during
bankruptcy proceedings.

Publishers and other creditors have asked for permission to
propose their own reorganization plan, through an official
creditors committee. The creditors committee recently noted in
court papers that Borders has so far failed to file a
reorganization plan and propose a solid buyout offer for the
chain.  A bankruptcy-court hearing on Borders's request for more
time is set for Thursday.

                        About Borders Group

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

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

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

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

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

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

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

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


BOWE BELL: Court Approves Sale of Assets to Versa Capital
---------------------------------------------------------
Bowe Bell + Howell on June 2 disclosed that it has received court
approval for the sale of the business to the private equity funds
of Versa Capital Management, Inc. through an asset transaction.
With a closing of the transaction expected in approximately 14
days, this will successfully conclude the involvement of BBH's
businesses in the chapter 11 process.

"We are very pleased to have moved through the sale process so
quickly and to establish our new company with Versa," said George
Marton, BBH chief executive officer.  "We can now look to the
future with great enthusiasm as we enter a new phase in our
company's evolution and return to long-term stability.  We look
forward to partnering with our new owners to introduce new
products and services that address our customers' global messaging
needs.  I wish to thank our customers, suppliers and employees who
have stood by us during this transition period and who will be the
producers and recipients of our work in the new company."

Gregory L. Segall, CEO of Versa and incoming Chairman of the new
company, said "we search carefully to find the right businesses
for our portfolio, and we see tremendous unrealized value in the
BBH business.   It's an important name in the document and mailing
industry with an excellent and dedicated staff of professionals.
We're enthusiastically supportive of management's plans for the
emergence from reorganization and continuation of the business and
look forward to its return to consistent growth and profitability
in the coming years as management completes the implementation of
its many initiatives."

Philadelphia-based Versa Capital Management, Inc. is a private
equity investment firm with $950 million of committed capital
under management that is focused on control investments in special
situations involving middle market companies where value and
performance growth can be achieved through enhanced operational
and financial management.  Access Value Investors (AVI) is a
Chicago-based private equity firm that is also affiliated with AEG
Partners LLC, a restructuring management firm that has provided
consulting services in connection with the transaction.

BBH is being advised by Richards, Layton & Finger as legal counsel
and Lazard Middle Market LLC as investment banker.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the unsecured creditors' committee for Bowe Bell +
Howell Co. agreed to withdraw its opposition to the sale of the
Debtor's business after the prospective buyer, Versa Capital
Management Inc., pledged to provide more value for unsecured
creditors.  The hearing for approval of the sale was scheduled for
June 2.  Had there been a competing bid, an auction would have
been held last week.

Mr. Rochelle relates that Versa agreed not to sue creditors for
such things as preferences, meaning payments made within 90 days
of bankruptcy.  In addition, creditors will be able to sue
directors and officers, other than those who will continue working
for the business.  Versa will waive its deficiency claim until
unsecured creditors have realized a 20% recovery from the
lawsuits.  Versa will also insure that creditors will be paid in
full for good supplied within 20 days of the Chapter 11 filing.
Any state or federal income tax refunds will go to unsecured
creditors, and Versa will contribute an additional $700,000 to the
pot for creditors and expenses of the Chapter 11 case.

Versa, having purchased the $121 million secured term loan and
revolving credit, signed a contract to buy the business in
exchange for secured debt, the loan financing the Chapter 11 case,
the cost of curing contract defaults, and $315,000 for the
Canadian assets. Versa is buying the business along with Access
Value Investors Inc., according to a company statement.

                      About Bowe Bell

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

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

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

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

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


B.R. SUMMERLIN: Proposes June 8 Disclosure Statement Hearing
------------------------------------------------------------
B.R. Summerlin Property LLC asks the U.S. Bankruptcy Court for the
District of Nevada to set June 8, 2011, at 9:30 a.m., to consider
the adequacy of the disclosure statement explaining its Chapter 11
plan of reorganization.

The Debtor filed its Chapter 11 plan and disclosure statement on
April 22, 2011.

Under the plan, holders of the Allowed Class 1 Claim will receive
interest-only payments during the first four months following the
effective date at 4.25% per annum, and thereafter, monthly Cash
payments in the amount set forth in the Plan between the
effective date and the modified maturity date.  Holder will be
paid in full in Cash, together with accrued interest at the rate
of 4.25% per annum, on or before the modified maturity date, which
is the seventh anniversary of the effective date.

Holder of the Allowed Class 5 Claim will be paid will be paid in
full with interest at the Unsecured Post-Petition Interest Rate 3%
in 3 equal monthly installments commencing on the 5th day of the
month following the Effective Date.  Thereafter, holders of Class
4 General Unsecured Claims will be paid in full in Cash through
monthly payments consisting of the lesser of (a) such Claimant's
Pro Rata share of the Net Operating Revenues after payment of the
Reorganized Debtor's obligations to Greystone; and (b) the unpaid
amount of its Allowed Claim, including interest at the Unsecured
Post-Petition Interest Rate.

Holders of equity interests will retain all of their legal rights
in the Debtor and upon the effective date, the Reorganized Debtor,
but will be required to reaffirm their obligations under the
Guarantees.

                  About B.R. Summerlin Property

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10148) on Jan. 5, 2011.  The Company disclosed  $23,066,151
in assets and $15,414,103 in liabilities.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
Nov. 29, 2010.  The Debtor listed $23,066,151 in assets, and
$15,414,103 in debts.


C & D COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: C & D Commercial Masonry, Inc.
        5030 Dexham Road, Suite 102
        Rowlett, TX 75088

Bankruptcy Case No.: 11-33533

Chapter 11 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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/txnb11-33533.pdf

The petition was signed by Charles E. Scroggs, president.


CALPINE CORP: To Release Final Shares Under 2008 Reorg. Plan
------------------------------------------------------------
Calpine Corporation, which emerged from bankruptcy in January
2008, disclosed the settlement of the only significant claim
remaining from the bankruptcy proceeding.  The settlement with
holders of certain Class 12 claims is subject to Bankruptcy Court
approval, which is expected to be obtained in the next several
weeks.

The settlement will be funded by the sale of a portion of the
shares of Calpine stock held in reserve by the Company to satisfy
bankruptcy claims that had not been satisfied as of emergence.
The balance of the reserve shares, if any, after all claims are
settled will be distributed to unsecured creditors.  The
approximately 44 million shares currently held in the reserve were
included in the Company's 486 million weighted average shares
outstanding as of March 31, 2011, and sale or distribution of
these shares does not represent the issuance of new or additional
shares.  The settlement will have no impact on the Company's
earnings or cash flow.

"Today's settlement marks a significant milestone in our effort to
conclude the Company's bankruptcy case," said Zamir Rauf,
Calpine's Chief Financial Officer.  "Upon approval of this
settlement and the associated sale of shares, our goal will be to
resolve the few remaining outstanding claims and distribute the
remaining reserve shares to the unsecured creditors, officially
closing this chapter in the Company's history."

                    Shares to Be Released

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
the settlement will allow Calpine to sell some of the shares held
in reserve to fund payments to creditors whose claims weren't
resolved during the course of the 25-month reorganization.
The remainder of the shares will be distributed to creditors.

Mr. Rochelle relates that on the first day of trading in February
2008, Calpine's new stock closed at $16.60.  On June 1, the shares
fell 29 cents to $15.50 in New York Stock Exchange trading. Since
emergence from bankruptcy, the high was $23 on May 22, 2008. The
low was $4.78 on March 9, 2009.

                      Terms of the Deal

Marie Beaudette, writing for Dow Jones' Daily Bankruptcy Review,
reports that Calpine Generating Co. unit's former third-priority
noteholders will get $110 million to settle their claims that the
unit's $2.6 billion refinancing in 2007 deprived them of future
interest payments on $830 million in notes.

According to court papers, the third-lien noteholders had asserted
more than $300 million in claims against Calpine.

Calpine had set aside 44 million of its shares to pay the holders
third-lien notes if they were successful in a legal challenge of
the 2007 refinancing.  An appeal of a bankruptcy-court ruling
approving the deal was pending in the Second U.S. Circuit Court of
Appeals.

DBR reports the salient terms of the deal:

     -- Calpine will grant the trustee for the third-priority
noteholders, Manufacturers & Traders Trust Co., a $110 million
unsecured claim, which the trustee has agreed to sell to a group
including Goldman Sachs Group Inc., Whitebox Multi Strategy
Partners, UBS AG UBS, Farallon Capital Partners, Noonday Offshore
Inc. and Long Ball Partners LLC.  The buyers, in turn, will
receive Calpine shares to satisfy the claim.

     -- The balance of the 44 million shares that were held in
reserve pending the outcome of the dispute will be distributed to
Calpine's unsecured creditors. Calpine's shares were recently
trading at around $15.24.

Calpine had already settled similar disputes stemming from the
refinancing with the holders of first- and second-lien CalGen
notes.

The Court will convene a hearing to consider the proposed
settlement on June 16.

                           About Calpine

Headquartered in Houston, Texas, Calpine Corp. is a major U.S.
independent power company that owns 93 operating power plants with
an aggregate generation capacity of nearly 29,000.  For the 12
months ending June 30, 2010, Calpine had operating revenues of
$6.4 billion.

The Company and its affiliates filed for Chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP, represented the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represented the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors had total assets of $18.467 billion, total liabilities not
subject to compromise of $11.207 billion, total liabilities
subject to compromise of $15.354 billion and stockholders' deficit
of $8.102 billion.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On September 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On September 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.


CARTER'S GROVE: Court Has Tentative Ruling on Venue Transfer
------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California entered a tentative ruling on
Colonial Williamsburg Foundation's request to transfer the
Chapter 11 case of Carter's Grove LLC to the Eastern District of
Virginia.

The Court ruled that the venue transfer would depend on what
activities will be important to the administration of the case.
If the Debtor objects to Colonial Williamsburg's claim on the
basis of alleged misrepresentation re the property, or if Debtor
seeks to challenge conservation easements against the property,
those matters must be heard in Virginia and venue must be
transferred.  If Debtor's principal merely seeks time to pay the
Debtor's obligations in full, administration can be handled
effectively in the present venue.

The Court is also inclined to set a prompt deadline for filing
objections to claims, and to continue the matter to see what claim
objections are filed.

As reported in the Troubled Company Reporter on April 2, 2011,
Colonial Williamsburg asked that the Court transfer the venue for
the convenience of the parties and in the interest of justice.

Colonial Williamsburg is a mortgage lender of the Debtor.

According to Colonial Williamsburg, the Debtor is a Virginia
entity, and its sole asset, most of its creditors and the likely
witnesses are all located in Virginia.  Colonial Williamsburg
added that the Debtor's unsecured creditors will be deprived, as a
practical matter, of the opportunity to participate in the case if
venue is retained in California.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.


CB HOLDING: Sells Store Without Official Auction
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 liquidation of the operator of Charlie
Brown's Steakhouse shows that an auction doesn't require official
sanction by the bankruptcy court, at least in Delaware.  Charlie
Brown's closed a Bugaboo Creek restaurant in Newnan, Georgia, in
November and sought a purchaser.  When 20 potential buyers showed
interest, an informal auction was arranged where Triangle Capital
LLC made the high bid of $927,500.  The price was 20% more than
anticipated.  The U.S. Bankruptcy Court in Delaware authorized the
sale this week, even though auction procedures weren't officially
court approved.  The agents who marketed the property had been
approved by the court.

Mr. Rochelle relates that changes to bankruptcy law in 1978 allow
auctions of a bankrupt's property without court approval in
advance.  The procedure is seldom utilized, ordinarily because
buyers insist on court approval at every step of the sale process.

                        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.


CENTURYLINK INC: S&P Keeps CCR at 'BB'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Qwest Corp.'s proposed senior
notes (of an indeterminate amount) due 2051. The '1' recovery
rating indicates expectations for very high (90% to 100%) recovery
in the event of payment default. The company intends to use net
proceeds from the notes, coupled with cash on hand and revolver
borrowings from parent company CenturyLink Inc., to redeem the
$825 million of Qwest Corp. notes due 2011. Monroe, La.-based
CenturyLink is an incumbent local exchange carrier (ILEC).

The long-term corporate credit rating on CenturyLink is 'BB' and
the rating outlook is stable. "The rating continues to reflect
significant competition in its core consumer wireline phone
business from cable telephony and wireless substitution; our
expectation for continued revenue declines because of ongoing
access-line losses, which were about 9.3% year over year as of
March 31, 2011 on a pro forma basis; integration risk; and an
aggressive shareholder-oriented financial policy with a
substantial dividend payout, which limits debt reduction," S&P
stated.

Tempering factors include a favorable market position as the
third-largest ILEC in the U.S., solid operating margins and free
cash flow generation, modest growth in high-speed data (HSD)
services, which helps mitigate revenue declines from access-line
losses, and geographic diversity. "We consider the financial risk
profile significant, with pro forma adjusted leverage of about
3.1x as of March 2011 quarter. Our leverage calculation includes
the pending acquisition of Savvis Inc. and other adjustments,
including the present value of operating leases and unfunded
postretirement obligations," S&P added.

Ratings List

CenturyLink, Inc.
Corporate Credit Rating        BB/Stable/--

New Ratings

Qwest Corp.
Senior notes due 2051          BBB-
   Recovery Rating              1


CINEMARK HOLDINGS: S&P Raises CCR to 'BB-'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Plano, Texas-based Cinemark Holdings Inc. and its
operating subsidiary, Cinemark USA Inc., to 'BB-' from 'B+'. The
rating outlook is stable.

"At the same time, we assigned a 'B' issue-level rating to the
company's proposed $200 million senior subordinated notes due
2021, with a recovery rating of '6', indicating our expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default. Cinemark intends to use the proceeds from the
note issuance to repay the portion of its term loan maturing
in 2013," S&P stated.

S&P noted, "We also raised our issue-level rating on the company's
senior secured debt to 'BB' from 'BB-'. The recovery rating on
this debt remains at '2', indicating our expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default. We also raised our issue-level rating on
Cinemark's 8.625% senior unsecured notes to 'B' from 'B-'. The
recovery rating remains at '6', indicating our expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default."

"The ratings on Cinemark reflect our expectation that leverage and
capital spending will remain relatively high, but that the company
will continue to be among the more profitable theater chains,"
said Standard & Poor's credit analyst Jeanne Shoesmith. "Although
we expect Cinemark will continue to outperform its U.S. peers and
maintain industry-leading EBITDA margins, it operates in the movie
exhibition industry, which we consider mature and dependant on box
office performance. We believe these dynamics will result in
the company achieving low-single-digit revenue growth, on average,
over the long-term."

The rating outlook is stable. Standard & Poor's could lower the
rating if operating performance weakens, causing discretionary
cash flow to turn negative or if S&P become convinced that
leverage will exceed 5.5x on a sustained basis. This would likely
entail revenue and EBITDA declines of 5% and 10% caused by mid- to
high-single-digit percent declines in attendance. "Although less
likely, we could raise the rating if box office trends improve and
the company directs excess cash to debt repayment, causing
credit metrics and discretionary cash flow to improve," S&P added.


CINEMARK USA: Moody's Assigns 'B3' Rating to Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$200 million senior subordinated notes of Cinemark USA, Inc.
(Cinemark) and affirmed its B1 corporate family and probability of
default ratings and SGL-1 speculative grade liquidity rating.
Cinemark intends to use proceeds primarily to repay approximately
$160 million of outstanding secured term loan that matures in
October 2013. The transaction modestly increases leverage to 5.3
times debt-to-EBITDA from 5.2 times but favorably extends the
maturity profile.

Moody's also upgraded Cinemark's secured bank debt to Ba2 from Ba3
and its senior bonds to B2 from B3 reflecting the increase in
capital junior to bank lenders and bondholders. Furthermore, bank
debt now comprises a smaller portion of the overall capital
structure, thus supporting potentially higher recovery, and senior
unsecured bondholders benefit from a reduced amount of secured
debt ranking senior to them.

The outlook remains stable.

Cinemark USA, Inc.

   -- Assigned B3, LGD6, 93% to Senior Subordinated Bonds

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD2,
      25% from Ba3, LGD3, 31%

   -- 8.625% Senior Unsecured Bonds due June 2019, Upgraded to B2,
      LGD5, 75% from B3, LGD5, 85%

   -- Affirmed B1 Corporate Family Rating

   -- Affirmed B1 Probability of Default Rating

   -- Affirmed SGL-1 Speculative Grade Liquidity Rating

Outlook, Stable

RATINGS RATIONALE

Cinemark's B1 corporate family rating incorporates its high
leverage (approximately 5.3 times debt-to-EBITDA), which poses
challenge for operating in an inherently volatile industry reliant
on movie studios for product to drive the attendance that leads to
cash flow from admissions and concessions. Very good liquidity,
including a sizeable cash balance (estimated at approximately $500
million pro forma for the transaction), enables the company to
better manage attendance related volatility and indicates the
ability to improve the credit profile, though the company has to
date demonstrated limited desire to do so. Cinemark also benefits
from scale and geographic diversity, as well as good growth
prospects for its international business.

Moody's considers the theater exhibition a mature industry with
low-to-negative growth potential, high fixed costs and increasing
competition from alternative media, and Moody's anticipates low to
negative attendance growth over the long term, with year to year
volatility driven by the popularity of the product. However, the
industry remains viable and stable throughout economic cycles, in
Moody's opinion. Cinemark differentiates itself from rated peers
with its industry leading margins and the better growth prospects
in its international operations.

The stable outlook incorporates expectations that Cinemark will
continue to generate positive free cash flow and sustain leverage
below 6 times debt-to-EBITDA.

An upgrade would require evidence of commitment to improving the
credit profile such that Moody's anticipates leverage sustained
below 5 times and free cash to debt in excess of 5%.

Sustained negative free cash flow or leverage above 6 times debt-
to-EBITDA, whether due to worsening fundamentals, debt funded
acquisitions, or shareholder returns could pressure the rating
down. Deterioration of the liquidity profile could also have
negative ratings implications.

Cinemark's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Cinemark's core industry and
believes Cinemark's ratings are comparable to those of other
issuers with similar credit risk.

Headquartered in Plano, Texas, Cinemark Holdings, Inc., which owns
Cinemark USA, Inc. (Cinemark), operates 431 theatres with 4,941
screens in 39 U.S. states, Brazil, Mexico and 11 other Latin
American countries. Its annual revenue is approximately $2.1
billion.


CIRCLE ENTERTAINMENT: Court Dismisses Huff Derivative Action
------------------------------------------------------------
On April 29, 2010, Circle Entertainment Inc. was notified of
having been named as a nominal defendant in a derivative lawsuit
filed on April 28, 2010, by stockholders The Huff Alternative
Fund, L.P., and The Huff Alternative Parallel Fund, L.P., on
behalf of the Company in the New York Supreme Court in Manhattan,
New York (Index No. 650338-10) against the Company's directors
Harvey Silverman, Michael J. Meyer, John D. Miller, Robert Sudack,
Paul C. Kanavos and Robert F.X. Sillerman, and Brett Torino, a
stockholder and former officer of the Company.

In its lawsuit, Huff alleges that such director defendants and
stockholder defendant, as a former officer of the Company,
breached their fiduciary duties of care and loyalty to the
Company, its creditors and its non defendant stockholders by,
among other things:

   (i) committing or permitting acts of misconduct such as self-
       dealing and disloyalty, without justifiable excuse;

  (ii) having the Company cause its former Las Vegas subsidiary to
       enter into the lock-up and plan support agreement dated
       Oct. 30, 2009, to transfer the Las Vegas subsidiary's Las
       Vegas property to entities controlled by Messrs. Sillerman,
       Kanavos and Torino; and

(iii) usurping various corporate opportunities with respect to
       the Las Vegas property for which Huff is seeking on behalf
       of the Company damages of not less not $100 million, plus
       punitive damages.

In addition, Huff alleges substantially the same claims against
defendants Messrs. Kanavos and Torino for which Huff is seeking on
behalf of the Company damages of not less than $50 million, plus
punitive damages.

The Company was formally served with the lawsuit on May 5, 2010,
and filed a motion to dismiss the lawsuit on July 16, 2010.  Huff
filed an answer to the motion to dismiss on Sept. 3, 2010, and
reply papers were filed on Oct. 4, 2010.  The Court head oral
arguments with respect to the motions on Nov. 16, 2010.

On May 24, 2011, the Court ruled on the Company's pending motion
to dismiss the lawsuit.  In its ruling, the Court dismissed the
derivative action against the Company's directors on the basis
that Huff failed to plead specific facts to show that the
directors' decision to support the Lock Up Agreement was not
protected by the business judgment rule.  The Court has granted
Huff leave to serve and file an amended complaint with specific
facts as to the derivative action within 30 days after service of
the Court's ruling on Huff's counsel.

With regard to the action against Messrs. Torino and Kanavos
individually relating to alleged usurpation of corporate
opportunity based on their purchase of retail property across
Harmon Boulevard from the Las Vegas property, the Court ruled as
follows:

   (a) With respect to Mr. Torino, the action was dismissed with
       prejudice since he was neither an officer nor director of
       the Company at the time of the corporate opportunity;

   (b) With respect to Mr. Kanavos, the action was not dismissed
       based on procedural grounds.

The Court did not make any determination as to the underlying
facts of the action.  Rather, in accordance with applicable
procedure, the Court reviewed Huff's pleadings and viewed all
related inferences in favor of Huff.  Therefore, the Court
concluded that: (i) it may have been possible for the Company to
have the financial ability to pursue the opportunity, (ii) the
development of the new retail property may have been sufficiently
close to the Company's business, (iii) the Company may have had an
expectancy in the opportunity, and (iv) the opportunity may have
come to Mr. Kanavos in his capacity as an officer of the Company
rather than in his individual capacity.  Huff has 30 days to serve
and file a notice to appeal this portion of the ruling.

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's balance sheet at March 31, 2011, showed
$1.97 million in total assets, $4.38 million in total liabilities,
and a $2.41 million total stockholders' deficit.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 million on $0 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $114.68 million on $0 of revenue during the prior year.  The
net profit generated in the year was primarily on account of a
$390.75 million gain from discharge of net assets due to
bankruptcy plan.  The Company's operating subsidiary sought
Chapter 11 protection last year.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CLEARWIRE CORP: Intel Owns 95.35 Million Class A Common Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that it
beneficially owns 95,355,178 shares of Class A common stock of
Clearwire Corporation representing 30.6% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/LNnPN2

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


CLUB VENTURES: Seeks Sept. 28 Plan Filing Exclusivity Extension
---------------------------------------------------------------
Club Ventures LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the exclusive period to file a
plan of reorganization to Sept. 28, 2011, and acceptance of a
plan of reorganization to Nov. 28, 2011.

The Debtors are workings with the Creditors' Committee and their
financial advisors to achieve agreement on a consensual treatment
of general unsecured creditors.  The Creditors' Committee is
currently performing due diligence to confirm the Debtors'
financial condition.  Until the Creditors' Committee completes
its reasonable due diligence and meaningful negotiations occur,
the Debtors believe it would be premature to file a plan.  The
Debtors are optimistic that such negotiations will occur within
the next several weeks.

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

The Official Committee of Unsecured Creditors proposes to retain
Klestadt & Winters LLP as its counsel.


CLUB VENTURES: Seeks Sept. 28 Lease Extension Decision Deadline
---------------------------------------------------------------
Club Ventures LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the period in which the Debtors may
assume or reject unexpired leases of non-residential real property
to and including Sept. 28, 2011.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, states that he Debtors are tenants under six real
property leases for their fitness clubs, and one real property
lease for their corporate office.

Mr. Shemano relates that a critical element of the Debtors;
reorganization efforts is a thorough analysis of each of the
leases to determine whether continued operations at the applicable
fitness center is economically feasible.  The Debtors have
concluded that, with respect to many of the leases, the applicable
fitness center is not viable going forward unless the applicable
lease is substantially modified.

Mr. Shemano informs the Court that the Debtors have utilized these
Chapter 11 cases to engage in good faith negotiations with
landlords concerning modification of the leases to avoid the need
to reject the leases and close fitness centers.  An extension will
not prejudice the Debtors' landlords because the Debtors are
substantially current on their postpetition obligations under the
leases.

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

The Official Committee of Unsecured Creditors proposes to retain
Klestadt & Winters LLP as its counsel.


CONSTAR INTERNATIONAL: Emerges From Chapter 11 Restructuring
------------------------------------------------------------
Constar International LLC and its affiliated entities completed
their financial restructuring and successfully emerged from
Chapter 11 on May 31, 2011.  The Company is now named Constar
International LLC. The reorganization was completed less than five
months from the filing of their Chapter 11 petitions on
January 11, 2011.  In conjunction with its emergence from Chapter
11, Constar also announced that it had entered into a new
financing facility with Wells Fargo to provide the Company with
ongoing liquidity.

Constar President and Chief Executive Officer Grant Beard
commented, "On behalf of our Board and the management team, I want
to thank our senior secured note holders for their support and
willingness to restructure our debt and deleverage our balance
sheet.  At the same time, I want to express my appreciation to our
loyal customers, committed suppliers, and dedicated employees who
have supported and encouraged us throughout the process.  We
emerge a revitalized company with a vastly improved and
deleveraged balance sheet.  Combining our improved financial
condition with our X4(TM) and VCT(R) panel-less hot fill container
geometries and DiamondClearr oxygen-scavenging technology, we are
better positioned than ever to provide our customers with the
product quality, innovation, and service they have come to expect
from Constar."

Black Diamond Capital Management, LLC, ("Black Diamond") through
funds managed by the firm, will emerge as the largest shareholder
of Constar, and Solus Asset Management ("Solus") will be the
second largest.  Together, the two investors represent majority
ownership.

Les Meier, Principal at Black Diamond, and Mark Lawrence, Managing
Director at Solus, stated jointly, "Constar's new private
ownership base is committed to growing the Company in partnership
with current management and sees tremendous opportunity in
building the Company into a premier global packaging supplier."

BankruptcyData.com reports that the Plan provides for:

   * $15 million of indebtedness under the Debtors' D.I.P.
     facility may be rolled over (at the D.I.P. facility
     providers' election) into the financing available to
     the Debtors post-emergence;

   * $100 million of secured indebtedness under the floating
     rate notes and floating rate note indenture will be
     converted into (i) $70 million in shareholder notes and
     (ii) 100% of the new overage securities;

   * the remaining $121.4 million of indebtedness under the
     floating rate notes and floating rate note indenture and
     all other general unsecured claims will be converted
     into 100% of the new common stock (subject to dilution
     by the management incentive plan), which new common stock
     will be distributed to the holders of such claims pro rata
     and equity interests in Constar International will be
     extinguished.

                 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.


CONTAINERSHIP CO: Files Chapter 15 in New York
-----------------------------------------------
Containership Co., a company formed in 2009 to operate container
ships between China and Los Angeles, filed for Chapter 15
protection (Bankr. S.D.N.Y. Case No. 11-12622) on May 31 in
Manhattan.

The Chapter 15 petition was signed by Jorgen Hauschildt, as court
appointed receiver or reconstructor in the bankruptcy proceeding
before the Copenhagen Maritime & Commercial Court, Bankruptcy
Division, Denmark.

The Company, which has its corporate headquarters in Norway and
operational head office in Denmark, owns one and charters five
container vessels.  The Debtor is estimated to have $1 million to
$10 million in assets and up to $50 million in liabilities in the
Chapter 15 petition.

The Company filed under Chapter 15 in the U.S. so that the U.S.
bankruptcy judge can prevent creditors from seizing the vessels
when they come to the U.S.  The petitioner wants the U.S. Court to
recognize the Danish bankruptcy proceeding as the "foreign main
proceeding."

Containership was founded with $25 million from a private
placement.  It first sailed in April 2010 and ran up a
$7.4 million loss last year before taxes on revenue of
$83.8 million.

Mr. Hauschildt relates that in recent months the Company's profit
margin began to decline as its experienced a decrease in budgeted
freight rates and increasing competition from Transpacific
container liner operators, resulting in emptier sailings.  The
Company was also adversely affected by increased fuel prices.
"Unless there is a significant turnaround in the global economy,
the financial condition of the Company will continue to
deteriorate," he said.


CONTAINERSHIP CO: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioner: Jorgen Hauschildt

Chapter 15 Debtor: The Containership Company (TCC) A/S
                   Baltikavez 24
                   2100 Copenhagen
                   Denmark

Chapter 15 Case No.: 11-12622

Type of Business: The debtor is a company based in Denmark that
                  provides container shipping services.

Chapter 15 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Sean H. Lane

Debtor's Counsel: Jeremy O. Harwood, Esq.
                  BLANK ROME, LLP
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 885-5000
                  Fax: (212) 885-5001
                  E-mail: jharwood@blankrome.com

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

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

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


CORDIA COMM: Can Employ DSI to Provide Restructuring Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Cordia Communications Corp., et al., to employ
Development Specialists, Inc., to provide restructuring and
management services, and Joseph J. Luzinski as Chief Restructuring
Officer.

DSI will:

     (a) represent the Debtors in the role of CRO in meetings,
         court proceedings, or as otherwise required by the
         Debtors in the course of their operations, restructuring
         or sale of assets, including making recommendations and
         decisions regarding the valuation, marketing and sale or
         other disposition of the Debtors' assets;

     (b) advise and assist the Debtors in the development of, and
         participate in, communications with the Debtors'
         shareholders, professionals and advisors, creditors and
         creditor's committees, regulatory agencies and other
         stakeholders or parties in interest to the Debtors'
         operations and restructuring efforts;

     (c) assist the Debtors in analyzing, negotiating and
         executing selected business transactions, including
         matters as the restructuring or sale of assets of the
         Debtors and other business transactions determined to be
         in the best interests of the Debtors to maximize value to
         creditors; and

     (d) perform other tasks as may be agreed to by DSI and the
         Board of Directors of the Debtors.

The hourly rates of the firm's personnel involved in the
engagement are:

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

The hourly rate ranges for other DSI consultants are:

         Senior Consultants                 $425-$625
         Consultants                        $260-$430
         Junior Consultants                 $125-$255

Joseph J. Luzinski, Senior Vice President with DSI, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Cordia Corporation

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.

CCC currently holds licenses to operate in 28 states throughout
the contiguous United States, and CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp. filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-
06493) on May 1, 2011.  The Debtor estimated its assets and debts
at $10 million to $50 million.

Affiliates Cordia Communications Corp. of Virginia (Bankr. M.D.
Fla. Case No. 11-06494), et al. simultaneously sought Chapter 11
protection.

The cases are jointly administered, with Cordia Communications
Corp. as lead case.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.


CRYOPORT, INC: Names Karen Muller to Board of Directors
-------------------------------------------------------
CryoPort, Inc., has named Karen M. Muller to its Board of
Directors.  Ms. Muller, 56, is a corporate attorney with more than
25 years of experience as both a company executive and legal
counsel.  She will serve as an independent director, giving
CryoPort three independent directors.

"Karen has a proven record of building and managing successful
organizations, and she is an outstanding addition to our board,"
said Larry Stambaugh, CryoPort's chairman and chief executive
officer.  "Her management skills, knowledge of the healthcare
industry, and experience in financial transactions will play an
important role in shaping strategy and guiding our growth."

Ms. Muller currently manages a private practice with clients in
the healthcare, pharmaceutical, and medical device industries. She
recently served as a Director and consultant to Naturade, a
leading nutrition and nutraceutical company.  Previously, she was
Chief Administrative Officer and General Counsel of Epoch
Networks, where she helped complete the restructuring and sale of
Epoch's Internet Service Provider business, the largest privately
held ISP in the country.

Prior to joining Epoch, Ms. Muller was a Managing Director with
Lehman Brothers, heading the corporate counsel department.
Earlier she was an associate at the Wall Street law firm Cahill,
Gordon & Reindel, where she worked on corporate finance and
mergers and acquisitions.

Ms. Muller graduated Fordham Law School in 1981, where she was a
published member of the law review. She received her bachelor's
degree in economics, summa cum laude, from Hunter College of the
City University of New York.  She also holds the title Director
Emeritus with the Forum for Corporate Directors in Orange County,
California.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

At Sept. 30, 2010, the Company had total assets of $5.37 million,
total liabilities of $5.53 million, and a stockholders' deficit of
$153,700.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.


CRYSTAL CATHEDRAL: Plan Financed by Sale-Leaseback
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Crystal Cathedral Ministries' proposed reorganization
plan will be funded by selling the church property for $46 million
to Greenlaw Partners LLC under an arrangement where the church
will lease the property back with the right to repurchase.

According to the report, there is currently a letter of intent
with Greenlaw, which will have the right to conduct a financial
investigation before becoming legally bound to complete the
purchase.  Following the sale to Greenlaw, the Cathedral will
lease the main property back for $212,000 a month.  It will
have a right for four years to repurchase the main buildings for
$30 million.  Afterwards, the church will have a right of first
refusal.

The Debtor will conduct an auction testing if there is a better
offer than Greenlaw's.

Aside from the $46 million from Greenlaw, a condominium will be
sold for about $1 million.  Together with $3 million cash on hand,
the church will have about $50 million for distribution to
creditors.  Secured creditors are to be paid from sale proceeds
and can't foreclose while the sale process is under way.
Unsecured creditors are to be paid in full over an estimated two
years at the rate of $100,000 a month.

According to the Plan, the affairs of the reorganized church will
be managed by a board of seven, one being founder Robert H.
Schuller.  Creditors will have two representatives on the board.
Insiders can have no more than three board positions.

Part of the existing church property is to be developed for
multifamily housing.

                   About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church is known for its television show "The Hour of Power."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

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


DAIRY PRODUCTION: Committee Objects to Morgan Joseph Hiring Fees
----------------------------------------------------------------
The official committee of unsecured creditors of Dairy Productions
Systems - Georgia LLC, et al., filed with the U.S. Bankruptcy
Court an objection to the Court order approving the retention of
Morgan Joseph Triartisan LLC as the Debtors' financial advisor and
investment banker.

As reported in the Troubled Company Reporter on April 21, 2011,
the Bankruptcy Court granted the Debtors permission to employ
Morgan Joseph TriArtisan LLC as their financial advisor and
investment banker, nunc pro tunc to March 24, 2011.

Morgan Joseph will provide financial advisory services relating to
a restructuring transaction, a financial transaction, or sale
transaction.

The Committee says the retention order authorizes the Debtors to
retain Morgan Joseph at a monthly fee of $50,000.00 per month for
a minimum of four months or $200,000.00, a portion of which shall
be credited against the Restructuring Transaction Fee.  Further,
upon the occurrence of any in court or out-of-court restructuring
(other than the DPS Financing), Morgan Joseph is to receive
$1,000,000.00 in transaction fees and up to 6% of all committed
financing, capped at $1,250,000.00 including monthly fees.

The Committee asserts, "the fees and compensation under the Morgan
Joseph Application are unreasonable and excessive given the facts
and circumstances of this case.  The guaranteed fee of at least
$200,000.00 and $1,000,000.00 in transaction fees and up to 6% of
all committed financing is excessive given the facts and
circumstances of this case and the risk is completely borne by the
Debtors' creditors.   The terms of the engagement would require
the Debtors to pay Morgan Joseph for any occurrence of any in
court or out-of-court restructuring even if Morgan Joseph is not
the enabling party."

                       About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  DPS Georgia disclosed assets of $6,178,324
and debts of $19,182,907 as of the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DJSP ENTERPRISES: TAC to Acquire Timios for $1.15 Million Cash
--------------------------------------------------------------
DJSP Enterprises filed with the U.S. Securities and Exchange
Commission a Form 8-K on May 27, 2011.

DAL entered into a definitive agreement to sell all of the
outstanding shares of its subsidiary, Timios, Inc. to Timios
Acquisition Corp., a subsidiary of Homeland Security Capital
Corporation.  Timios is a national title insurance and settlement
services company, and a licensed title insurance and escrow agent
operating in 40 states and the District of Columbia.  Timios
provides services including settlement services and asset
valuation, including but not limited to title insurance and escrow
services, from its multiple locations strategically placed for
time-zone sensitive fulfillment.

TAC will acquire Timios for $1.15 million in cash, and up to $1.35
million to be paid as a fixed percentage of net revenue until the
full amount is paid.  The Purchase Agreement contains provisions
for a post-closing working capital adjustment, a covenant not to
compete, and mutual indemnification.

The closing of the transactions contemplated by the Purchase
Agreement are subject to customary due diligence, closing
conditions and regulatory approvals.  DAL is also in negotiations
with HSCC regarding the purchase of substantially all of the
assets of Default Servicing, LLC.  The closing of that purchase is
a condition to the closing of the Purchase Agreement.

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

                        http://is.gd/5M32Xw

                       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.


DUANE TILLIMON: Obtains Bankruptcy Court Discharge
--------------------------------------------------
The Bankruptcy Court, acting on its own motion, held that, given
the procedural posture of Duane J. Tillimon's bankruptcy case, the
requirement set forth in 11 U.S.C. Sec. 111, regarding the
Debtor's completion of a course on personal financial management,
should be waived and that a discharge should be entered.   A copy
of Bankruptcy Judge Richard L. Speer's May 10, 2011 Decision and
Order is available at http://is.gd/CWdYPnfrom Leagle.com.

Duane J. Tillimon filed a Chapter 11 petition (Bankr. N.D. Ohio
Case No. 07-35365) on Dec. 10, 2007.  In filing his bankruptcy
case, the Debtor submitted a certificate, showing that, as
required by 11 U.S.C. Secs. 109(h) and 521(b), he had completed
the requisite credit counseling course.  The Debtor, however, has
yet to complete the financial management course as required by
Sec. 111.  At the time he filed his petition for relief, the
Debtor had a fee interest in various real property and maintained
a fee interest in his residence, 5105 Tillimon Trail, Toledo,
Ohio.  Against all these properties, liens are held by various
third parties.  On April 25, 2008, the Court, at the behest of the
United States Trustee, entered an order converting the case to a
proceeding under Chapter 7 of the Bankruptcy Code.  John N. Graham
was appointed trustee of the Debtor's bankruptcy estate.


E-DEBIT GLOBAL: BCSC Revokes Cease Trade Order
----------------------------------------------
E-Debit Global Corporation announced British Columbia Securities
Commission revocation of its Cease Trade Order issued on Dec. 23,
2010 against E-Debit Global Corporation.

"Further to our previously issued release of January 5, 2011
regarding the captionally noted we have worked very diligently and
in a pragmatic manner to resolve issues related to the British
Columbia Securities Commission issued Cease Trade Order.  While we
recorded our view of the issuance of Order the Company made
application to become a "Reporting Issuer" with the BCSC which has
been accepted.  In the recent past the BCSC has been very
accommodating in our efforts to gain its "Reporting Issuer" status
and the Company's filings can now be found both with the SEC and
on Sedar.  Shortly you will be able to access both filings from
our web-site." stated Doug Mac Donald, E-Debit's President and
CEO.

"During the past several years the Company's status of being an
Issuer Quoted in the U.S. Over-the-Counter Market has resulted in
our Shareholders meeting significant hurdles in gaining access to
the markets in their effort to trade their shares.  While we view
our current status as a "Reporting Issuer" being a positive step
towards assisting our Shareholders access to the marketplace the
management and Board of Directors will move forward and continue
its review of the costs and benefits of being dually listed with a
Canadian Exchange.

The Company had initiated such a review in the fall of 2010 which
was interrupted during the period the BCSC Order was in place but
we believe it is a matter that should be seriously considered due
to the recent changes to the public marketplace and the
consolidations of the exchanges both in Canada and the United
States.  It is the highest of priorities that our Shareholders
have easier access to the marketplace.

As a result of the revocation of the Cease Trade Order the Company
has forwarded correspondence to the BCSC withdrawing our
application for a review and hearing."  Mr. Mac Donald advised.

                   About E-Debit Global Corporation

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

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

                           Going Concern

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

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

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


EATON MOERY: Can Obtain $266,000 from First National to Pay Lease
-----------------------------------------------------------------
The Hon. James G. Mixon of the U.S. Bankruptcy Court for the
Eastern District of Arkansas authorized Eaton Moery Environmental
Services, Inc., to substitute First National Bank of Wynne for
Paragon Financial, and borrow funds totaling $266,000.

The Debtor related that before the financing closed, lender
Paragon withdrew its willingness to factor due to the size, volume
and age of the accounts receivable generated by the Debtor.
Accordingly, the $400,000 to be received by the Debtor, in
exchange for granting Paragon a superpriority lien on accounts
receivable, will not be forthcoming.

In response to Paragon's withdrawal, board members/shareholders,
Byron Moery and Glen Eaton sought alternative means of financing.
FNB agreed to loan the Debtor funds of up to $266,000, on the same
basic terms as the agreement with Paragon.

The Debtor added that the terms of the lending are more favorable
to the Debtor because the FNB loan will be collateralized by
Certificates of deposit valued at $266,000, personally owned by
Messrs. Moery and Eaton.

The loan will be used to pay delinquent lease payments to Rantoul
Leasing, and to acquire Shelby county real estate.

The objection of Delta Environmental Investments, LLC, is also
overruled.

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.


ENCO ZOLCSAK EQUIPAMENTOS: Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Debtor: Enco Zolcsak Equipamentos Industriais Ltda.
                   c/o Edward H. Davis, Jr.
                   Astigarraga Davis
                   701 Brickell Ave., 16th Floor
                   Miami, FL 33131
                   Tel: (305) 372-8282

Chapter 15 Case No.: 11-22924

About the Business: Before its bankruptcy in 1997, Enco, the main
                    company of the Zolcsak group of companies, had
                    at its peak over 1,200 employees and supplied
                    about 70% of painting equipment for the major
                    automotive companies in Brazil.  Enco's
                    financial condition deteriorated after a
                    debilitating stoke hit the founder Istvan
                    Zolcsak and the son was named provisory
                    guardian, and an ensuing disputes among the
                    heirs.  The petitioner is seeking U.S.
                    recognition of the bankruptcy proceeding in
                    the 4th Civil Court of Sao Bernardo do Campo,
                    Sao Paulo, Brazil as the "foreign main
                    proceeding."

Chapter 15 Petition Date: May 11, 2011

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

Chapter 15 Petitioner: Alfredo Luiz Kugelmas, as trustee

Petitioner's Counsel: Jeremy O. Harwood, Esq.
                      BLANK ROME, LLP
                      405 Lexington Avenue
                      New York, NY 10174
                      Tel: (212) 885-5000
                      Fax: (212) 885-5001
                      E-mail: jharwood@blankrome.com

Estimated Assets: Not stated

Estimated Debts: Not stated


ENEA SQUARE: Court Approves Kornfield Nyberg as Counsel
-------------------------------------------------------
Enea Square Partners, L.P., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ
Kornfield, Nyberg, Bendes & Kuhner, P.C., as counsel.

According to the Troubled Company Reporter on May 19, 2011, the
firm will be representing the Debtor in the Chapter 11
proceedings.

The Debtor related that it has paid Kornfield, Nyberg, Bendes &
Kuhner, P.C., an original retainer of $35,000 of which $23,565
remains as of the petition date against which costs and services
will be credited.

The hourly rates of the firm's personnel are:

         Eric A. Nyberg, Esq.                      $395
         Charles N. Bendes, Esq.                   $385
         Chris D. Kuhner, Esq.                     $375
         Nancy Nyberg, bookkeeping & accounting     $80
         Jessica Mangaccat, paralegal assistant     $80

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

The firm can be reached at:

         Eric A. Nyberg, Esq.
         Charles N. Bendes, Esq.
         Chris D. Kuhner, Esq.
         KORNFIELD, NYBERG, BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, California 94612
         Tel: (510) 763-1000
         Fax: (510) 273-8669

                     About Enea Square Partners

Concord, California-based, Enea Square Partners, LP filed for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 11-44888) on
May 4, 2011.  Bankruptcy Judge Roger L. Efremsky presides over the
case.  Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes And
Kuhner represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts at $10 million to $50 million.


EPICEPT CORP: Consummates $10.6MM Secured Term Loan with MidCap
---------------------------------------------------------------
Epicept Corporation consummated a $10.6 million secured term loan
with MidCap Financial, LLC.  In connection with the secured term
loan, the Company entered into a Loan and Security Agreement,
dated as of May 27, 2011, by and between MidCap and the Company,
Maxim Pharmaceuticals Inc., wholly-owned subsidiary of the
Company, and Cytovia, Inc., a wholly-owned subsidiary of Maxim
Pharmaceuticals Inc.(as Borrowers).

Pursuant to the Loan and Security Agreement, the secured term loan
has a scheduled final maturity on May 27, 2014, and is subject to
acceleration in certain circumstances.  The Company drew at
closing $8.6 million of the facility for its operations and to
make a debt prepayment.  The $2.0 million balance of the facility
is available until Dec. 31, 2011, upon meeting certain conditions,
including the commencement of a Phase III clinical trial.  In
addition, the Company granted to MidCap warrants to purchase
approximately 1.1 million shares of the Company's common stock at
$0.63 per share, which was the closing price of the Company's
common stock on the day preceding the closing of the loan.
Warrants to purchase an additional $160,000 of the Company's
common stock will be issuable to MidCap when the $2 million
balance of the facility is drawn.

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$12.35 million in total assets, $18.37 million in total
liabilities, and a $6.02 million total stockholders' deficit.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.


FAIRFIELD SENTRY: BVI Liquidators May File Suits in Bankr. Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in New York ruled that
liquidators from the British Virgin Islands for Fairfield Sentry
funds have the right to bring lawsuits in bankruptcy court under
the umbrella of the funds' Chapter 15 cases.  Fairfield Sentry
Ltd. and affiliates were the largest of the so-called feeder funds
that invested in the Ponzi scheme run by Bernard L. Madoff
Investment Securities Inc.

Mr. Rochelle recalls that in July, U.S. Bankruptcy Judge Burton R.
Lifland gave the liquidators permanent protection in the U.S.
under Chapter 15 when he found that the liquidations in the
British Virgin Islands were the so-called foreign main
proceedings, Mr. Rochelle says

Before and after Chapter 15 relief was granted, Mr. Rochelle
notes, the liquidators filed 209 lawsuits in the U.S. to recover
almost $5.8 billion, including $690 million in so-called
fictitious profits.  The liquidators had the lawsuits transferred
to bankruptcy court in Manhattan.

Mr. Rochelle discloses that defendants in 42 of the lawsuits filed
papers telling Judge Lifland the cases should be returned to state
courts.  They contended that the bankruptcy court doesn't have
jurisdiction to hear the suits.  The defendants lost when Judge
Lifland ruled on May 23 that the bankruptcy court has jurisdiction
under Chapter 15 to handle the suits which sought return of
redemptions under common law.

Judge Lifland ruled that the suits are within the bankruptcy
court's so-called core jurisdiction.  In that respect, Judge
Lifland based his decision on Section 157(b)(2)(vi) of the U.S.
Judiciary Code which says that core proceedings include
"recognition of foreign proceedings and other matters under
Chapter 15," Mr. Rochelle relates.

                   About Bernard L. Madoff

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

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

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

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

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

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

                      About Fairfield Sentry

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

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

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

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

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


FIDELITY & GUARANTY: S&P Affirms BB- Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fidelity
& Guaranty Life Insurance Co. (FGLIC), formerly known as OM
Financial Life Insurance Co., to positive from negative. "At the
same time, we affirmed our unsolicited 'BB-' counterparty credit,
financial strength, and financial enhancement ratings on FGLIC,"
S&P said.

"The outlook revision reflects FGLIC's improved operating
performance and decreased risk in the investment portfolio," said
Standard & Poor's credit analyst Jeremy Rosenbaum. "In 2010, FGLIC
had adjusted statutory net income of $168 million, which includes
$295 million of operating earnings, $49 million of net realized
capital losses, and $78 million of unrealized capital losses."

The $78 million is largely a result of unrealized losses on
derivatives backing the equity-indexed annuities. In comparison,
the company reported a $146 million adjusted statutory net loss in
2009, which consisted of $59 million of operating earnings, $378
million of net realized capital losses, and $173 million of
unrealized capital gains (largely because of the derivatives).
"When analyzing statutory earnings, we adjust income to include
the unrealized gains or losses on derivatives backing the equity-
indexed annuities, reported as a component of capital and surplus,
in order to match it against the offsetting credit to reserves,
reported in income from operations," S&P said.

Despite a $59 million dividend to Old Mutual plc, FGLIC improved
its risk-based capital (RBC) ratio to 350% in 2010 from 312% in
2009, primarily as a result of positive statutory operating
earnings. "Old Mutual plc, the previous parent, historically
committed to maintaining an RBC ratio of 300%, which we took into
account when assigning the ratings," S&P disclosed.

The ratings on FGLIC reflect its marginal competitive position,
which it derives from its product-manufacturing capabilities and
distribution relationships in its niche markets. FGLIC's
concentrated business profile focuses primarily on the highly
competitive annuity market and -- to a lesser extent -- on the
universal life insurance markets. Management's efforts in 2009
to maintain depressed sales volumes narrowed FGLIC's business
profile and may continue to affect the company's competitive
position.

"In our view, FGLIC's investment portfolio has larger exposure to
credit risk than peers. Specifically, FGLIC has above-industry-
average exposure to 'BBB' rated investments and one of the highest
ratios of hybrid holdings to capital in the industry. In addition,
FGLIC has significant exposure to asset-backed securities,
including residential mortgage-backed securities and commercial
mortgage-backed securities, which could result in further
impairments if markets were to experience another downturn. In
fulfillment of certain terms and conditions for the pending sale
of the company, Harbinger Group identified certain investments
that were to be excluded from the sale. During 2010 and 2011,
FGLIC disposed of these investments to lower the risk in
its portfolio without incurring significant losses," S&P stated.


FKF MADISON: Seeks More Time to Negotiate Restructuring Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Manhattan condominium tower
One Madison Park is seeking to keep a tight grip on its
restructuring so it can finish drafting its plan to exit
bankruptcy with the help of HFZ Capital Group.

FKF Madison Park Group Owner, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-11867) on June 8, 2010.
FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.


FREESCALE SEMICONDUCTOR: S&P Raises CCR to 'B'; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based Freescale Semiconductor Inc. to 'B'
from 'B-' and removed the rating from CreditWatch Positive, where
it was placed on Feb. 14, 2011. The outlook is stable.

"At the same time, we revised our recovery rating on the senior
secured debt to '3' from '4'. The '3' recovery rating indicates
meaningful (50%-70%) recovery of principal in the event of a
payment default," S&P related.

"Freescale's rating reflects our expectation that operating trends
will continue to improve gradually, supporting modestly higher
levels of EBITDA," said Standard & Poor's credit analyst Lucy
Patricola, "and that leverage will gradually improve from still-
high levels." "We expect the company's cash balances will remain a
key pillar of support for the rating as debt to EBITDA stays high
for the rating. Specifically, we expect revenues to expand around
10% in 2011, based on improving automotive production and
sustained networking demand," S&P stated.

"We expect gross margins to improve very incrementally through
2011, which, along with flat operating expenses, should result in
modestly higher EBITDA margins," added Ms. Patricola.


FULL CIRCLE: Has Until July 5 to File Chapter 11 Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended the exclusive periods of Full Circle Dairy LLC to file a
Chapter 11 plan until July 5, 2011, and solicit acceptances of
that plan until Sept. 3, 2011.

According to the Debtor, the extension will increase the
likelihood of a consensual resolution of the case that preserves a
greater reorganization value than will any plan that the Debtor
might file at this time simply to preserve its exclusive rights.

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 10-06895) on Aug. 9, 2010.  Robert D Wilcox, Esq., at Brennan,
Manna & Diamond, PL, represents the Debtor.  The official
committee of unsecured creditors in the Chapter 11 case has tapped
John T. Rogerson, III, Esq., at Volpe, Bajalia, Wickes, Rogerson &
Wachs, in Jacksonville, Florida, as counsel.

The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.


GARDA WORLD: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'B' debt rating on Montreal,
Que.-based cash logistics and physical security services provider
Garda World Security Corp.'s C$75 million 9.75% senior unsecured
notes due March 15, 2017 remains unchanged following the add-on of
C$50 million to the issuance. "The recovery rating is '5',
indicating our expectation of modest recovery (10%-30%) in the
event of default. The ratings are subject to the satisfactory
completion of the transaction and review of the final
documentation," S&P related.

The proposed notes will rank equally with and form part of a
single series with the company's existing C$75 million notes which
were issued under an indenture dated March 12, 2010. The notes are
senior unsecured obligations of Garda and will rank equally with
all existing and future senior unsecured obligations of the
company, but rank junior to the company's senior secured debt. "It
is our understanding that closing of the notes offering will occur
on or about June 2, 2011," S&P noted.

The company intends to use the net proceeds from the debt issuance
to prepay a portion of its existing C$215 million senior secured
term loan, of which about C$182 million was outstanding as of
April 30, 2011. "We do not expect the refinancing to materially
change the company's credit profile, and as such the ratings on
the company remain unaffected," said S&P.

The 'B+' ratings on Garda reflect Standard & Poor's view of the
company's highly leveraged financial risk profile characterized by
relatively weak adjusted debt to EBITDA (about 5x for the 12-
months ended April 30), correspondingly weak cash flow protection
measures, and an acquisitive growth strategy. "The company's
satisfactory business risk profile, which we derive from its solid
market position in its core North American operations and
relatively high barriers to entry in the cash logistics segment,
partially offsets these concerns in our opinion," S&P added.

Ratings List

Garda World Security Corp.
Corporate credit rating                           B+/Stable/--
C$125 million senior unsecured notes due 2017     B
Recovery rating                                   5


GARLOCK SEALING: Committee Hires FSB Fisher Broyles as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for Garlock Sealing
Technologies LLC won permission from the U.S. Bankruptcy Court
For the Western District of North Carolina to substitute:

         Deborah L. Fletcher, Esq.
         FSB FisherBroyles, LLP
         6000 Fairview Road, Suite 1200
         Charlotte, N.C. 28210
         (704) 464-6954
         Email: fletcher@fsblegal.com

as its counsel in place of Katten Muchin Rosenman LLP.  The
Committee replaced its counsel on the grounds that Deborah L.
Fletcher, lead counsel for the Creditors Committee, resigned from
Katten Muchin Rosenman LLP, and, on Jan. 1, 2011 joined FSB Fisher
Broyles LLP.

Ms. Fletcher asserts that FSB Disher Broyles is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Garlock Sealing

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

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

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

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

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

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

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

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


GARLOCK SEALING: Exclusive Period to File Plan Extended to Nov. 28
------------------------------------------------------------------
Judge George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina to extend the exclusive periods
of Garlock Sealing Technologies LLC to file a Chapter 11 plan of
reorganization and disclosure statement to Nov. 28, 2011, and the
exclusive solicitation period to solicit acceptances of the
proposed plan of reorganization to Jan. 26, 2012.

                       About Garlock Sealing

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

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

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

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

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

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

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

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


GEORGE FISETTE: Court Mulls Dismissal, Says Plan Unconfirmable
--------------------------------------------------------------
Bankruptcy Judge David R. Duncan denied confirmation of George
Walter Fisette's amended chapter 11 plan filed March 30, 2011,
saying the Plan does not meet the requirements of 11 U.S.C.
Section 1129.  The Debtor is not current on his ongoing domestic
support payments and therefore cannot meet the requirement of
section 1129(a)(14).  The Debtor has not shown that quarterly fees
due to the U.S. Trustee have actually been paid.  Additionally,
the Debtor has not met his burden of showing feasibility.  A
previous proposed plan was denied confirmation by the Court on
March 16, 2011.  While the Debtor may propose yet another plan,
the Court said it intends to schedule a hearing on whether the
Debtor's case should be dismissed for failure to propose a
confirmable plan.

George Walter Fisette filed for Chapter 13 protection on Aug. 3,
2010.  The Debtor's case was converted to Chapter 11 (Bankr. D.
S.C. Case No. 10-05566) after the Debtor filed a Motion to Convert
on Oct. 8, 2010.  An Order granting the Debtor's Motion to Convert
was entered Nov. 5, 2010.  The Debtor then filed his original
chapter 11 plan on Feb. 1, 2011.  Confirmation of that plan was
denied on March 16, 2011.  The second plan was filed on March 30,
2011.

The plan provides for total plan payments of approximately $2,500
per month.  The Debtor also has a domestic support obligation in
the amount of $1,250 per month.  With the exception of the
November 2010, January 2011, and April 2011 monthly operating
reports, the Debtor's monthly operating reports show income
insufficient to cover these expenditures.  An average of the cash
profit reported on the Debtor's monthly operating reports yields
insufficient income in all months to cover plan payments.

Objections to confirmation of the Plan were filed by the U.S.
Trustee on April 28, 2011, and JP Morgan Chase Bank, N.A. on April
18, 2011.  A hearing was held May 10, 2011. At the hearing, Chase
indicated that it had reached an agreement with Debtor, and the
parties entered into a consent order.  The U.S. Trustee continued
to object.

A copy of Judge Duncan's May 12, 2011 Order is available at
http://is.gd/L3IuYxfrom Leagle.com.

In September 2010, Mr. Fisette began an event production company
called P.E. Productions.  The Debtor operates this business as a
sole proprietorship, although he testified that he is in the
process of incorporating the business.  His company produces shows
for Live Nation.  These shows are held in various cities
nationwide at House of Blues locations and other Live Nation
venues.


GREAT ATLANTIC: Super-Fresh Sale Brings $40 Million Plus Inventory
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. filed papers in
bankruptcy court this week with details about the sale of 12
Super-Fresh stores in the Baltimore-Washington area.  Thirteen
other locations didn't attract buyers at auction.  For the 12
stores, the buyers will pay an aggregate of $37.83 million, plus
the value of inventory.  At seven stores that didn't sell, buyers
will pay a total of $2.2 million for pharmacy customer records,
plus the value of pharmacy inventory.  There will be a hearing in
bankruptcy in Manhattan on June 14 for approval of the sales.

Mr. Rochelle notes that the stores that didn't sell will close by
mid-July, A&P previously said in a statement. Super-Fresh
locations in other states will remain in operation.  A joint
venture involving Village Supermarkets and Mrs. Greens Management
Corp. bought 10 of the stores.

                  About Great Atlantic & Pacific

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

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

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

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


HEARUSA INC: To Hire Bryan Cave as Counsel
------------------------------------------
Dow Jones' DBR Small Cap reports that HearUSA Inc. seeks to hire
Bryan Cave as special corporate, securities, and litigation
counsel.  The Company filed the request May 23 with the U.S.
Bankruptcy Court in West Palm Beach, Fla.

                          About HearUSA

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

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor selected
Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor; and AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.


HERITAGE CONSOLIDATED: Hires Stephen Malouf for State Court Suits
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Heritage Consolidated LLC to employ Stephen F. Malouf,
P.C., as their special counsel.

As reported in the Troubled Company Reporter on April 5, 2011, the
firm is assisting the Debtors in maximizing the value of their
assets in the Chapter 11 cases, by representing them in various
pending state court lawsuits.

The firm will be paid for services rendered in this manner:

   * 35% of all gross recovery obtained for Debtors before
     commencement of jury selection; or

   * 40% of all gross recovery obtained for Debtor after jury
     selection commences; and

   * 17.5% of reduction in claims against Standard related to
     outstanding invoices currently being litigated in the
     Pathfinder Lawsuit and the ABC/Eunice Lawsuit and the Apollo
     Lawsuit.

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

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  Kevin D.
McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  Bridge Associates, LLC, served as financial advisor and
Scott Pinsonnault as interim chief restructuring officer.  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors.


HEXCEL CORP: S&P Raises CCR to 'BB+' on Improving Credit Metrics
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hexcel Corp. to 'BB+' from 'BB'. "At the same time, we
raised our issue-level rating on the company's $75 million senior
subordinated notes to 'BB+' from 'B+' and revised the recovery
rating to '4' from '6'. The outlook is stable," S&P stated.

"We are raising our ratings on Hexcel because of an improvement in
the company's financial profile, which has benefitted from strong
earnings growth, as well as debt reduction over the past year,"
said Standard & Poor's credit analyst Christopher DeNicolo. "We
expect that key credit metrics will remain above average for the
rating over the next two years. Our ratings on Hexcel reflect its
participation in the competitive and cyclical commercial aerospace
industry and the company's need to make significant investments in
additional carbon fiber production to support increased demand of
newer widebody planes. Hexcel's position as a leading global
manufacturer of advanced composite materials, as well as its
significant program and end-market diversity partially offset
these factors. We consider Hexcel's business risk profile
fair and its financial risk intermediate."

Hexcel aggressively added capacity in 2006-2008, but curtailed
capital spending in both 2009 and 2010 as the commercial aerospace
market weakened and certain new programs were delayed. As a
result, the company was able to generate about $75 million of free
cash flow in both years, using the majority of the proceeds to
paydown about $110 million in debt. Debt reduction, combined with
earnings growth as the commercial aerospace market recovered in
2010, allowed its key credit metrics to improve significantly,
with funds from operations (FFO) to debt increasing to 52% in the
12 months ending March 31, 2011, from 27% in the 2010 period, and
debt to EBITDA declining to 1.6x from 3.1x--levels much better
than average for the rating. "While we expect Hexcel's capital
spending to increase substantially in order to fund expansion of
its carbon-fiber capabilities to support the Airbus A350 widebody
aircraft program over the next few years, we believe internal
sources of cash should be sufficient. Therefore, we believe that
FFO to debt should remain in the 45%-55% range and debt to EBITDA
should remain below 2x over the next two years. We also expect
EBITDA interest coverage to improve to 10x within a year, partly
as a result of lower interest expense, which followed the
company's repayment of a portion of its subordinated notes with
lower-cost bank borrowings," S&P related.

The outlook is stable. "We believe that better profitability
resulting from increasing demand for Hexcel's commercial aerospace
products should allow the company to maintain a financial profile
appropriate for the ratings, despite increasing capital spending
to support new programs, such as the A350," Mr. DeNicolo
continued. "We could lower the ratings if delays on new programs
pressure revenue and earnings, or debt increases materially to
fund capital expansion, causing FFO to debt to fall below 30%, or
debt to EBITDA to rise above 3x. It is unlikely that we will raise
the ratings over the next year given the recent upgrade and
substantial required capital spending to support new programs."


HIGHWAY 41: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Highway 41, LLC
        29870 N. US Highway 41
        Lake Bluff, IL 60044-1194

Bankruptcy Case No.: 11-22753

Chapter 11 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Vikram R. Barad, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 W. Adams Street, Suite 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: vbarad@maxwellandpotts.com

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

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

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

The petition was signed by Greg Marshall, managing
member/president.


HOMELAND SECURITY: Enters Into Stock Purchase Pact with Timios
--------------------------------------------------------------
Homeland Security Capital Corporation, on May 27, 2011, entered
into a Stock Purchase Agreement with Timios Acquisition Corp., a
wholly-owned subsidiary of the Company, Dal Group, LLC, and
Timios, Inc., a wholly-owned subsidiary of Seller, pursuant to
which Timios Acquisition agreed to purchase from Seller 100% of
the issued and outstanding capital stock of Timios.  Timios and
its subsidiaries are engaged in the business of providing
settlement services and asset valuation, including title insurance
and escrow services.

In consideration for the Shares, the aggregate purchase price will
consist of: (a) $1,150,000 in cash, subject to working capital
adjustment to be determined within 60 days following the Closing
as set forth in the Purchase Agreement, and (b) an aggregate of up
to an additional $1,350,000 in contingent payments, if any,
subject to the achievement of specified net revenue measurement
metrics, as set forth in the Purchase Agreement.

The Purchase Agreement and the transactions contemplated thereby
are expected to close upon the satisfaction of customary closing
conditions set forth in the Purchase Agreement.  The Closing is
subject to, among other things: (i) the approval of Seller's and
Timios's change in control by certain governmental authorities,
and (ii) the entry into an asset purchase agreement by and among
the Company or its affiliates, Seller and Default Servicing, LLC,
a wholly-owned subsidiary of Seller, pursuant to which the Company
or its affiliates shall purchase substantially all of the assets
of Default.

The Purchase Agreement contains customary representations and
warranties, covenants and indemnification provisions made by each
party.

Simultaneously with the execution and delivery of the Purchase
Agreement, Messrs. Trevor Stoffer, Raymond Davison, and Leonard
Splane, have entered into employment agreements with Timios, which
agreements will become effective upon the Closing.

A full-text copy of the Stock Purchase Agreement is available for
free at http://is.gd/h6lzTh

                      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.

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.'

The Company reported net income of $2.18 million on $97.90 million
of net contract revenues for the year ended June 30, 2010,
compared with a net loss of $9.53 million on $80.84 million of net
contract revenue for the same period a year ago.

The Company said in its fiscal 2010 annual report its primary
source of financing since its inception has been through the
issuance of equity and debt securities.  During the course of
fiscal year 2011, it remains management's intention to continue to
explore all options available to the Company, which include among
other things, additional acquisitions, private placements, sale of
subsidiaries and significant expense reductions where ever
possible.


HORIZON LINES: Fails to Comply with NYSE's Listing Standards
------------------------------------------------------------
Horizon Lines, Inc., announced that the New York Stock Exchange
has notified the company that it has fallen below the NYSE's
continued listing standards related to minimum market
capitalization in combination with stockholders' equity.

Horizon Lines is considered below continued listing criteria
established by the NYSE because the company's market
capitalization averaged less than $50 million over a consecutive
30 trading-day period at the same time that stockholders' equity
was below $50 million.  According to NYSE continued listing
criteria, a NYSE-listed company must maintain average market
capitalization of not less than $50 million over a 30 trading-day
period or stockholders' equity of not less than $50 million.
Horizon Lines' stockholders' equity was below $50 million in its
most recent 10-Q filed with the Securities and Exchange Commission
on April 29, 2011, for the quarter ended March 27, 2011.

Horizon Lines has notified the NYSE that it will submit a plan to
restore compliance.  The company has 45 days from receipt of the
May 24, 2011, notice to submit a plan and the NYSE has 45 days
from receipt of the plan to accept or reject it.  If the plan is
accepted, the company has up to 18 months to demonstrate
compliance with the NYSE continued listing standards. During this
18-month period, the company's shares will continue to be listed
and traded on the NYSE, subject to compliance with other NYSE
continued listing standards.

The company is currently in discussions to refinance its debt and,
as part of the plan to restore compliance, it hopes that a
successful refinancing outcome, if achieved, will help cure the
deficiency.

"Our objective is to secure a comprehensive refinancing" said
Stephen H. Fraser, president and chief executive officer.  "We
believe our current stock price and market capitalization reflect
investor concern over our ability to achieve a long-term
refinancing that deleverages the company and preserves equity.  We
are working toward a refinancing which we hope will alleviate that
concern and help us achieve higher market capitalization."

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on
$1.16 billion of operating revenue for the fiscal year ended
Dec. 26, 2010, compared with a net loss of $31.27 million on
$1.12 billion of operating revenue for the fiscal year ended
Dec. 20, 2009.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


HRAF HOLDINGS: Lenders OK Plan Exclusivity Until Aug. 4
-------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah approved a stipulation entered between HRAF
Holdings LLC and Harbor Real Asset Fund LP, and Bank of America,
N.A., extending until Aug. 4, 2011, their exclusive period to
solicit acceptances for the proposed Chapter 11 plan.

As reported in the Troubled Company Reporter on March 15, the
Debtors asked that the Court extend their exclusive period to
solicit acceptances of their plan from March 7, to Sept. 4.

The Debtors explained that they and their largest creditor, Bank
of America, N.A., have been engaged in complicated, serious, good
faith negotiations regarding the terms of the Debtors' joint plan
of reorganization and the bank's treatment thereunder.  These
negotiations are ongoing.  However, the negotiations neither have
resulted in a stipulated plan, nor have the negotiations resulted
in stalemate or failure.  Once the negotiations conclude, whether
in success or failure, the Debtors anticipate filing an amended
plan and amended disclosure statement, and proceeding with the
plan confirmation process.

However, Bofa reasoned that the requested extension of 180 days is
excessive and that, under the present circumstances, particularly
in light of the fact that the negotiations are mature and nearing
either a mutual agreement or an impasse, an extension of the
exclusive period of 120 days would be more than adequate to
accomplish the Debtors' objectives in these cases.  Accordingly,
BofA objects to the Debtors' joint motion and, proposes, in the
alternative, that a more limited extension of 120 days be
authorized by the Court.

David E. Leta, Esq, at Snell & Wilmer, represents the bank.

According to the Troubled Company Reporter on Sept. 23, 2010, the
Debtor have filed a Joint Plan of Reorganization and disclosure
statement with the Court.

Through the Plan, the Debtors propose to repay creditors in full
with the proceeds of the liquidation of its real estate portfolio.
The Debtors propose to liquidate their remaining real estate
holdings in an orderly process designed to maximize returns to all
stakeholders.  The Debtors will pay Bank of America, N.A., in full
not less than two years after the effective date of the Plan.
Other secured creditors will be paid in full not less than three
years after the effective date.

With respect to the holders of unsecured claims, the Debtors have
proposed to immediately pay certain relatively small claims (less
than $3,000) 80% of the face amount of the claims.  Other holders
of unsecured claims will be paid in full under the Plan not later
than the end of the final sales period.

Copies of the Plan and disclosure statement are available for free
at:

         http://bankrupt.com/misc/HRAF_HOLDINGS_plan.pdf
         http://bankrupt.com/misc/HRAF_HOLDINGS_ds.pdf

                     About HRAF Holdings, LLC

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32433).  HRAF disclosed $18,423,000 in assets and
$10,989,436 in liabilities as of the Chapter 11 filing.

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case
No. 10-32436).

The two cases are consolidated and jointly administered under the
case of HRAF.

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring efforts.  The Debtors estimated
their assets and debts at $10 million to


IMG WORLDWIDE: S&P Affirms CCR at 'B'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
issue level rating to IMG Worldwide Inc's proposed $350 senior
secured credit facilities due 2016. "We also assigned this debt a
preliminary recovery rating of '2', indicating our expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default. The proposed facilities will consist of a $50
million revolving credit facility due 2015 and a $300 million term
loan due 2016. The company plans to use the proceeds from the
proposed transaction to refinance its existing credit facilities.
Our preliminary ratings are subject to our review of final
documentation," S&P stated.

"We also affirmed our 'B' corporate credit rating on the parent
company IMG Worldwide Holdings Inc. (IMG). The outlook is stable,"
S&P said.

"Our corporate rating on New York City-based IMG reflects the
company's high debt leverage, aggressive financial policy,
acquisitive growth strategy, and volatility in operating
performance given the company's underlying reliance on corporate
marketing spend and sponsorship contract renewals, which are
sensitive to the changes in the economic cycle," said Standard &
Poor's credit analyst Michael Halchak. These factors are tempered
by the company's leading market position as a sports,
entertainment, and media company, its strong level of client
diversification, and its long-standing relationships with
athletes, corporate sponsors, media broadcasting firms, and
sanctioned sporting events.

"The rating incorporates our expectation for moderately positive
EBITDA growth in 2011 largely attributable to the acquisition of
ISP Sports and organic growth in the college segment, as well as
benefits from continued cost improvements in the overall business.
In October 2010, the company completed the acquisition of ISP
Sports, a collegiate media rights firm which manages 50
universities under long-term contracts. In our view this business
will complement IMG's college sports business and will drive
future growth of the organization given the strong demographic
profile of college sports fans. We expect modest organic growth in
the sports and entertainment and media businesses in 2011 as the
company benefits from a somewhat improved economic environment,"
S&P stated.

"Based on our performance expectations, total lease adjusted debt
to EBITDA is likely to be high for the current rating at the end
of 2011, although the company's liquidity profile in terms of
EBITDA interest coverage, cash balances and revolver availability
are anticipated to be adequate for the current rating and to
offset high expected leverage. We expect IMG to maintain
EBITDA coverage of interest at a level that is good for the rating
given the low interest costs it faces on the company's
subordinated notes," according to S&P.


INOVA TECHNOLOGY: Completes $928,000 Network Solutions Project
--------------------------------------------------------------
Inova Technology, through its wholly-owned subsidiary, Desert
Communications, has completed another $928,000 worth of network
solutions projects for Alamogordo and Ysleta school districts.

"These projects were completed in April and have given us great
start to the busy part of the year," said CEO, Mr. Adam Radly.
"The company has also bid on numerous additional projects and
expects to report the results of those bids during May 2011."

The company receives projects in two stages: The first stage
involves being awarded the project and the second stage involves
getting approved funding for the project. Projects that form part
of the company's $20 million backlog are projects that are both
awarded and funded.

Inova previously announced that its revenue for the nine months
ended January 2011 was up by 32%, compared to the same period a
year ago.  The company also previously announced that it paid down
$600,000 of debt in February 2011.

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at Jan. 31, 2011, showed
$10.39 million in total assets, $16.32 million in total
liabilities, and a $5.93 million stockholders' deficit.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTEGRA TELECOM: Moody's Withdraws 'Caa2' Unsecured Note Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 (LGD5-85%)
ratings on Integra Telecom Holdings, Inc.'s proposed senior
unsecured notes due 2016, following its announcement that it is no
longer issuing the notes. Holdings is a wholly-owned subsidiary of
Integra Telecom, Inc. The new notes were offered in an exchange
for Holdings' existing $248 million senior secured term loan due
2015. Moody's recognizes that Integra may seek other refinancing
alternatives to simplify its capital structure and lower its
absolute cost of borrowing, thus helping the free cash flow
generation.

RATINGS RATIONALE

As part of the rating action, Moody's affirmed the Company's
Corporate Family Rating at B3 and the Probability of Default
Rating at B3. In addition, given that the existing capital
structure will remain in place, Moody's downgraded the ratings on
Holdings' existing $248 million term loan to B3 (LGD4-53%), from
B2 (LGD4-53%), and the $475 million senior secured notes to B3
(LGD4-53%) from B2 (LGD3-35%), reflecting the CFR downgrade
earlier this year. The rating on the company's first out revolver
due 2015 remains unchanged at Ba3.

Issuer: Integra Telecom Holdings, Inc.

   -- $260 million Senior Unsecured Notes Due 2016, Caa2 (LGD5-
      85%) - Withdrawn

   -- Senior Secured Term Loan Due 2015, to B3 (LGD4-53%) from B2
      (LGD4-53%)

   -- 10.75% Senior Secured Notes Due 2016 to B3 (LGD4-53%) from
      B2 (LGD3-35%)

Integra's B3 corporate family rating reflects the Company's high
leverage for a competitive telecommunications company, the
challenge of repositioning its product portfolio and network to
provide more data-centric products to its customers and expanding
the reach of its fiber network. Moody's views the company's
product repositioning and upmarket move as strategically
appropriate to meet the growing competition from cable operators
and incumbent telcos targeting small and medium sized business
customers (SMB's). However, to implement these initiatives,
Integra will increase capital spending and hire more salespeople
over the next two years, thus generating negative free cash flow,
as these added costs compound the impact of expected churn of the
company's lower end customers. Moody's notes that the ratings are
supported by the Company's significant fiber-optic network in the
Pacific Northwest and its management team's long track record of
operating in the competitive telecom arena.

Moody's believes the company will have adequate liquidity over the
next four quarters, as the company's increased spending will be
funded with cash balances and full access to its $60 million
revolver. Moody's also expects the Company to have sufficient
cushion under its bank facility covenants.

What Could Change the Rating - Up

Given the Company's execution challenges and expected negative
free cash flow over the next 12-24 months, upward rating pressure
is unlikely in the near term. However, positive ratings actions
could occur if the Company is successful in turning around
performance and delevering, such that its adjusted Debt/EBITDA
leverage is maintained below 4.0x.

What Could Change the Rating - Down

Moody's will likely lower Integra's ratings further if the Company
is unable to deliver revenue and EBITDA growth or if its business
repositioning consumes more cash resources than envisioned, its
adjusted Debt/EBITDA leverage remains in the 5.0x range and its
liquidity becomes strained.

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


INTEGRA TELECOM: S&P Withdraws 'CCC+' Rating on Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issue-level rating
on Portland, Ore.-based competitive local exchange carrier (CLEC)
Integra Telecom Holdings Inc.'s proposed $260 million unsecured
notes after the company withdrew the offer.

"At the same time, we lowered the issue-level rating on its
existing $475 million senior secured notes to 'B-' from 'B' and
revised the recovery rating on the notes to '5' from '4'.
Meanwhile, we upgraded the $250 million term loan B to 'B-' from
'CCC+', maintaining the recovery rating of '5'," S&P noted.

According to S&P, "We also raised the rating on the company's
first-priority $60 million revolving credit facility to 'BB-' from
'B+', keeping the '1' recovery rating. The '1' recovery rating
indicates our expectation for very high (90% to 100%) recovery in
the event of default, while the '5' recovery rating indicates our
expectation for modest (10% to 30%) recovery."

"The issue-level rating changes reflect our expectation that the
company will not refinance any of the secured debt with lower
priority unsecured or subordinated debt. The upgrades on the term
loan and revolver result from the raising of the corporate credit
rating on May 17, 2011. These issues were not raised at that time
because we had expected them to be repaid with proceeds of the
unsecured note issuance," S&P stated.

"The cancellation does not immediately affect our 'B' corporate
credit rating or stable outlook on parent Integra Telecom Inc.
Adjusted leverage remains at 4.4x, within the parameters for the
financial risk assessment. However, the refinancing would have
removed financial maintenance covenants from the company's debt
structure. While there was slightly over 15% cushion with
respect to these covenants as of March 30, 2010, a continued
decline in EBITDA could cause us to revise our liquidity
assessment of adequate," S&P added.

Ratings List

Integra Telecom Inc.
Corporate Credit Rating       B/Stable/--

Upgraded; Recovery Ratings Unchanged
                               To           From
Integra Telecom Holdings Inc.
$250 mil term loan B          B-           CCC+
   Recovery Rating             5            5
  First-priority $60 mil       BB-          B+
  Revolving cred fac
   Recovery Rating             1            1

Downgraded; Recovery Rating Revised
                               To           From
Integra Telecom Holdings Inc.
Senior Secured                B-           B
   Recovery Rating             5            4

Withdrawn
                               To           From
Integra Telecom Holdings Inc.
Senior Unsecured              NR           CCC+
   Recovery Rating             NR           6


INTERCONTINENTAL MONTELUCIA: KSL Capital Buys Hotel
---------------------------------------------------
Dow Jones' DBR Small Cap reports that hotel investor KSL Capital
Partners LLC has purchased the luxury InterContinental Montelucia
Resort & Spa near Phoenix from the banks that foreclosed on it two
years ago, paying a price that underscores the recovery in hotel
values.


INTERNATIONAL ARCHITECTURAL: Prepack Fails; Chapter 7 Filed
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that International Aluminum Corp.'s reorganization, which
was completed in May 2010, ended up in failure.  Changing its name
to International Architectural Group LLC, the company realized by
December that operations weren't measuring up to expectations.

According to the report, the lenders seized bank accounts in early
May taking $13 million and reducing their debt to $25 million,
according to the newly appointed bankruptcy trustee.  Allowed by
the lenders to cover a final payroll, the business closed and
filed for Chapter 7 liquidation (Bankr. C.D. Calif. Case No. 11-
30486) on May 11 in Los Angeles.

The Chapter 7 trustee, David A. Gill, selected Counsel RB Capital
Inc. and an affiliate of Hilco Merchant Resources LLC to sell the
assets, according to an e-mailed statement from Counsel RB to
Bloomberg News.  They intend to use a combination of bulk sales,
private sales and auctions.

The Chapter 7 trustee said in a court filing in May that last
year's reorganization only dealt with the balance sheet.  He said
it "did not attempt to restructure operations."

               About International Architectural

Monterey Park, California-based International Aluminum
Corporation, made and distributed vinyl and aluminum windows and
doors.  Originally, the company had 21 facilities throughout the
U.S.

International Aluminum filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 10-10003) on Jan. 4, 2010, with a
pre-arranged plan that was accepted by 72%  of the first-lien
debt.  Attorneys at Richards, Layton & Finger, P.A., and Weil,
Gotshal & Manges LLP served as counsel to the Debtor.  Moelis &
Company was the Debtor's financial advisor.  The Debtor disclosed
$198 million in assets and $217 million in liabilities as of
Nov. 30, 2009.

In April 2010, the bankruptcy judge confirmed the prepack plan.
The Chapter 11 plan a year ago didn't even pay secured creditors
in full on their $145 million term loan and revolving credit.
Under the plan, secured creditors owed $145 million received
excess cash, $38 million in secured notes, and almost all the new
stock.  Noteholders received nothing.  The Company changed its
name to International Architectural Group LLC following its
emergence in May 2010.


IRON MOUNTAIN: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed Iron Mountain Incorporated's
ratings outlook to negative from stable and lowered its liquidity
rating to SGL-2 from SGL-1. Concurrently, a Baa3 rating was
assigned to a proposed $1.35 billion senior secured credit
facility. All other ratings were affirmed, including the Ba3
Corporate Family Rating and the B1 rating on the senior
subordinated note issues.

Iron Mountain is seeking to refinance its existing $765 million
senior secured revolver due April 2012 (outstanding balance of
$192 million at March 31, 2011) and $400 million senior secured
term loan due 2014 with a $750 million senior secured revolver and
a $600 million senior secured term loan A, both due in 2016. The
revolver is expected to be undrawn at close.

RATINGS RATIONALE

The change in Iron Mountain's ratings outlook to negative from
stable reflects Moody's expectation that financial leverage will
rise approximately one-half a turn to 4.5 times (using Moody's
standard adjustments for operating leases) over the next eighteen
months due to a considerable shift in the company's financial
policies towards higher shareholder payouts, partially funded with
debt. The negative outlook further reflects the possibility that
margin enhancement initiatives in the international business could
take longer to achieve than planned, or not be fully realized,
causing financial leverage to be sustained at an even higher level
over the medium term.

On April 19, 2011, Iron Mountain announced a three-year strategic
plan to enhance stockholder value. The plan includes shareholder
payouts of $2.2 billion through 2013, including $1.2 billion to be
paid within twelve months, through a combination of share
repurchases and dividends. Payments will be funded with additional
debt, proceeds from the sale of the digital business (estimated at
$380 million), and free cash flow generation. Management expects
annual cash flow available to shareholders to trend higher due to
a planned reduction in capital spending and additional focus on
enhancing profit margins, particularly in Iron Mountain's
international operations. Acquisition spending, which had been
primarily focused on digital expansion in recent years, is
expected to moderate now that Iron Mountain has signed a
definitive agreement to sell its digital business. Nonetheless,
incremental debt will be needed to meet shareholder commitments
and there is risk that the company may not achieve all of its
operational goals for the international business. As of March 31,
2011, financial leverage was approximately 3.0 times per the
credit agreement calculation, at the low end of the company's
stated target range of 3.0 - 4.0 times. Management projects that
leverage will move towards the mid-point of this range in the
near-term.

The Ba3 CFR continues to be supported by Iron Mountain's large
revenue base, high operating margins, good liquidity profile,
considerable market share in North America, and the
diversification of revenues geographically and by customer.
Nonetheless, the business faces secular pressures stemming from
the gradual shift away from paper towards electronic media. With
the sale of the digital business, it may become increasingly
difficult for Iron Mountain to offset secular pressures and normal
churn with price increases and additional volumes from existing
and new customers.

The outlook could be stabilized if Iron Mountain achieves its
near-term operational goals in the international business while
maintaining at least modestly positive consolidated revenue
growth, such that shareholder programs can be achieved without
raising financial leverage above 4.5 times on an adjusted basis.
The ratings could be lowered if Moody's were to expect sustained
organic revenue declines in mature markets and financial leverage
maintained above 4.7 times.

The downgrade in the liquidity rating to SGL-2 from SGL-1 reflects
Moody's expectation that Iron Mountain will not be able to fund
all shareholder commitments through internally generated cash flow
and will need to draw on the revolver or issue additional debt to
fund a portion of these payments. Nonetheless, Moody's expects
Iron Mountain to maintain good liquidity over the next four
quarters, with ample availability on the proposed $750 million
revolver and good cushion under covenants.

Moody's assigned these ratings (and LGD assessments) to Iron
Mountain Information Management, Inc.:

   -- Proposed $750 million senior secured revolver due 2016, Baa3
      (LGD2, 10%)

   -- Proposed $600 million senior secured term loan A due 2016,
      Baa3 (LGD2, 10%)

   -- Moody's downgraded the below rating of Iron Mountain
      Incorporated:

   -- Speculative Grade Liquidity Rating, to SGL-2 from SGL-1

Moody's affirmed these ratings of Iron Mountain Incorporated (and
adjusted the Loss Given Default point estimates, as noted):

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, Ba3

   -- $765 million senior secured revolving credit facility due
      April 2012, Baa3 (LGD2, 11%) -- rating to be withdrawn upon
      closing of the proposed transaction

   -- $397 (originally $410) million term loan due 2014, Baa3
      (LGD2, 11%) -- rating to be withdrawn upon closing of the
      proposed transaction

   -- GBP150 million 7.25% senior subordinated notes due 2014, B1
      (LGD4, to 66% from 67%)

   -- $317 million 6.625% senior subordinated notes due 2016, B1
      (LGD4, to 66% from 67%)

   -- $200 million 8.75% senior subordinated notes due 2018, B1
      (LGD4, to 66% from 67%)

   -- EUR225 million 6.75% senior subordinated notes due 2018, B1
      (LGD4, to 66% from 67%)

   -- $50 million 8% senior subordinated notes due 2018, B1 (LGD4,
      to 66% from 67%)

   -- $300 million 8% senior subordinated notes due 2020, B1
      (LGD4, to 66% from 67%)

   -- $548 million 8.375% senior subordinated notes due 2021, B1
      (LGD4, to 66% from 67%)

   -- Moody's affirmed the following rating of Iron Mountain Nova
      Scotia Funding Company:

   -- C$175 million 7.5% senior subordinated notes due 2017, B1
      (LGD4, to 66% from 67%)

The principal methodology used in rating Iron Mountain
Incorporated 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 Boston, Massachusetts, Iron Mountain is an
international provider of information storage and related
services. Pro forma for the sale of the digital business,
consolidated revenues were approximately $2.9 billion in 2010.


ISP CHEMCO: S&P Puts 'BB-' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on ISP
Chemco LLC, including the 'BB-' corporate credit rating, on
CreditWatch with positive implications.

The CreditWatch listing follows the announcement that Ashland Inc.
agreed to purchase privately owned International Specialty
Products Inc., a parent of ISP Chemco LLC in a transaction valued
at approximately $3.2 billion. "The positive implication of the
listing indicates the potential for a modest upgrade, subject to a
review of more information on the financial policies and
capital structure of the combined business, assuming the deal
closes as planned," said Standard & Poor's credit analyst Ket
Gondha.

With trailing-12-month sales of about $1.6 billion, Wayne, N.J.-
based ISP is a global supplier of specialty chemicals and
performance-enhancing products for consumer and industrial
markets.


ISLAND ONE: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
Sara K. Clarke at the Orlando Sentinel reports that Island One
Resorts has emerged from Chapter 11 bankruptcy protection.  The
company said its reorganization included divesting certain assets,
such as the Chenay Bay Beach Resort in the U.S. Virgin Islands.

In its announcement, the company said its executive team remains
intact and the company's restructuring will allow it to move
forward "with the capital necessary to implement our strategic
plan."

The Orlando Business Journal in a report said the reorganization
plan was sponsored by Timeshare Acquisitions LLC.  Timeshare
Acquisitions is a Delaware company established to acquire the
reorganized equity interests in Island One and Crescent One LLC.

As reported in the May 9, 2011 edition of the Troubled Company
Reporter on May 9, 2011, Bill Rochelle, Bloomberg News' bankruptcy
columnist, reported that Island One Inc. persuaded the bankruptcy
judge in Orlando, Florida, at a hearing on May 4 to sign a
confirmation order approving the reorganization plan.  In return
for $13 million, a group formerly associated with Bay Harbour
Management LC bought the equity.  The plan provides for different
treatment for the secured lenders and unsecured creditors at each
of the properties.  At the outset of the case, Island One said in
a court filing that Bay Harbour was negotiating to buy the
company.  Secured creditor Textron Financial Corp. was owed $99.1
million.  Branch Banking & Trust Co. had a $39.1 million secured
claim.  Liberty Bank was a secured creditor originally listed as
being owed $7.9 million.

                        About Island One

Orlando, Florida-based Island One, Inc., is the developer and
operator of 10 timeshare vacation communities in Florida and the
Virgin Islands.  Island One filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-16177) on Sept. 10, 2010.
Tiffany D. Payne, Esq., Elizabeth A. Green, Esq., and Jimmy D.
Parrish, Esq., at Baker & Hostetler LLP, in Orlando Fla.,
represent the Debtors as counsel.  In its schedules, the Debtor
disclosed $155,100,767 in assets and $310,897,452 in liabilities.

IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11
bankruptcy protection on Sept. 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16189).  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


JAMES MCGOEY: Plan Treatment of Wells Fargo Claim Not Reasonable
----------------------------------------------------------------
Bankruptcy Judge William J. Lafferty, III, said the proposed
treatment of Wells Fargo's claim under Class 1 of the Plan of
Reorganization proposed by James E. McGoey is not commercially
reasonable.  The Plan provides that, "if Wells Fargo denies the
loan modification, then the debtor shall have 84 months from the
date of the written rejection to confirm an amended plan which
provides for a cure of the pre-petition arrears of $33,709.00."
Judge Lafferty said 84 months is not a reasonable amount of time
to confirm an amended plan that addresses the pre-petition
arrears.  The Court thinks that the Plan may have intended to
state that the Debtor will have 84 months from the date of the
written rejection letter to cure the pre-petition arrears.

On May 10, 2011, the Court issued a Memorandum of Decision
pointing a number of apparent deficiencies in the Disclosure
Statement and Plan of Reorganization.  The hearing to consider the
adequacy of the Disclosure Statement was set for May 11, 2011, and
the Court said it issued the Memorandum of Decision to assist the
Debtor and parties in interest, and to streamline the discussion
at the hearing, by pointing out certain apparent deficiencies in
the Disclosure Statement and Plan currently on file that will need
to be remedied before the Disclosure Statement may be approved.  A
copy of the Court's Memorandum of Decision is available at
http://is.gd/YgufJ5from Leagle.com.

James E. McGoey in Emeryville, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 10-70004) on Aug. 31,
2010, represented by Marc Voisenat, Esq. -- voisenat@gmail.com --
as counsel.  In its petition, the Debtor listed $1 million to
$10 million in assets and $500,001 to $1 million in debts.


JAMES MOORE: Court Denies Zinchiks' Bid to Pursue Lawsuit
---------------------------------------------------------
Bankruptcy Judge Edward D. Jellen denied the request of Paul
Zinchik and Leonid Zinchik, individually and as Trustee of the
Irina and Leonid Zinchik Trust, for relief from the automatic stay
to continue prosecution of a fraudulent conveyance action against
certain transferees to which James Moore conveyed interests in two
parcels of real property prior to his filing of a Chapter 11
petition.  The Court also denied the Zinchiks' request for relief
to continue prosecution of a similar action as to a third parcel,
as to which the Zinchiks contend that Mr. Moore was never on
title, but as to which he may have a claim for some net proceeds,
if there be any, in the event of a sale following the
rehabilitation of that parcel.  Mr. Moore opposes relief, and
contends that the Zinchiks' judgment against him is on appeal, and
thus, that they may end up not being his creditors.  And in any
event, Mr. Moore contends that the fraudulent conveyance claims
are property of his bankruptcy estate, and that any recovery
thereon should be for the benefit of all the creditors of the
estate, not just the Zinchiks.  A copy of the Court's May 13, 2011
Memorandum Decision is available at http://is.gd/O5idPYfrom
Leagle.com.

James W. Moore filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-41988) on Feb. 24, 2011.


JOHN STEVEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Steven, Ltd
          aka Five Points Tavern
        1800 Thames Street
        Baltimore, MD 21231

Bankruptcy Case No.: 11-21356

Chapter 11 Petition Date: May 29, 2011

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

Debtor's Counsel: Michael I. Gilbert, Esq.
                  7506 Eastern Avenue
                  Baltimore, MD 21224
                  Tel: (410) 282-0600
                  E-mail: miglaw@aol.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-21356.pdf

The petition was signed by Andrew Burke, president.


JEFFREY PROSSER: PB's $6.9MM Offer for 1929 House Wins Auction
--------------------------------------------------------------
Darrell Hofheinz at Daily News Real reports that a deed recorded
shows that Palm Beachers Jeffrey and Frances Fisher paid
$6.91 million for the landmarked El Bravo Way home of Jeffrey and
Dawn Prosser, who were evicted from the property before its sale
was finalized by order of a federal bankruptcy judge.  The 1929
house was the subject of a March 1 bankruptcy trustee's auction in
Pennsylvania that drew three bidders.  The auction ended with a
high bid of $6.91 million submitted by a limited liability company
named PB Purchase LLC.  All of the bidders had Palm Beach ties,
according to sources close to the auction, which was overseen by
Bankruptcy Judge Judith Fitzgerald of the Pittsburgh-based U.S.
District Court for the U.S. Virgin Islands.

             About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and
06-30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.V.I. Case No. 06-10006).  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JVL CORP: JVL Unveils Updated Streaming Media System
----------------------------------------------------
Marcus Webb and Nick Montano at Vending News reports that JVL
Corp. announced in mid-February that its restructuring proposal
had won support from the company's suppliers and other creditors.

According to the report, the proposal was approved by 86.67% of
affected creditors that voted in person or by proxy, representing
95.47% of the total value of the claims.  In December 2010, JVL
sent letters to creditors explaining that MSI Spergel Inc., a
Toronto-based law firm, had filed a proposal in Canada's
bankruptcy court for JVL's financial reorganization and repayment
of creditors.  The plan was filed under Canada's Bankruptcy and
Insolvency Act, which is the equivalent of the U.S. Chapter 11
laws for reorganization as an ongoing concern.

The report says, at the time these letters went to creditors,
JVL said it was continuing with business as usual and that its
founders, Joseph and Val Levitan, "continue to support JVL."
Officials did not indicate either the cause of JVL's financial
difficulties or their extent.

Following creditor approval of the proposed reorganization plan,
JVL chief executive Peter Guterres indicated that a transitional
taskforce is working with the JVL team.

JVL said it continues to operate under the same management and
ownership to provide products for the amusement, casino, mobile
and music industries.  Apparently as part of the reorganization,
the company now develops and manufactures its lines under the name
JVL Labs Inc. and distributes products through JVL Amusement Inc.


K-V PHARMACEUTICAL: Samuel Isaly Discloses 10.53% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Samuel D. Isaly and his affiliates disclosed
that they beneficially own 5,109,200 shares of common stock of K-V
Pharmaceutical Company representing 10.53% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/7pYb2k

                  About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.


KATHIE REECE-MCNEILL: Filed for Chapter 11 to Recover Aztec Hotel
-----------------------------------------------------------------
Kathryn Reece-McNeill filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-30808) on May 12, 2011.

James Figueroa at Pasadena News-Star reports that Kathie Reece-
McNeill, owns Aztec Hotel and has been credited with working to
restore the 1924 building since she purchased it in 2000.  But she
is now defending a default notification by her lender, Tomato
Bank, and is embroiled in disputes with the receiver over how the
hotel is being managed.

The Aztec was on the verge of a foreclosure auction earlier this
month, but Reece-McNeill filed for Chapter 11 bankruptcy May 12,
automatically postponing the auction and sending the case to a new
court.

According to the report, Ms. Reece-McNeill's attorneys said the
receiver, Joel Hiser, should have relinquished control once the
bankruptcy was filed, according to state law.  Mr. Hiser maintains
he is simply awaiting a judge's orders, and refused an attempt by
Ms. Reece-McNeill to regain control because Tomato Bank wants him
to remain in place.

A hearing set for Tuesday will determine whether Ms. Reece-McNeill
can regain control under bankruptcy proceedings.

The bank alleges Ms. Reece-McNeill is behind more than $80,000 on
payments and owes more than $2 million.  Ms. Reece-McNeill paid
her loans down to $1.7 million by August 2010, she said, and the
bank hasn't provided accurate financial statements.


KH FUNDING: Wells Fargo Has Security Interest in Bank Accounts
--------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a stipulation
and consent order between KH Funding Company and Wells Fargo Bank,
National Association, avoiding preferential transfer and
preserving the transfer for the benefit of the Debtor's bankruptcy
estate.  Prior to the Petition Date, the Debtor issued Series 3
Senior Secured Investment Debt Securities and Series 4
Subordinated Unsecured Investment Debt Securities pursuant to an
Indenture dated as of Aug. 2, 2004.  The Debtor has asserted that,
as of the Petition Date, it owed the Bank, as indenture trustee
for the benefit of holders of Series 3 Notes, not less than
$38,150,000.  On Dec. 13, 2010, the Debtor commenced an adversary
proceeding to avoid the transfer resulting from the filing of a
financing statement -- which caused the Bank's lien on the
Debtor's assets to be perfected -- as a preferential transfer
within the meaning of 11 U.S.C. Sec. 547(b).

The Stipulation, among others, provides that the Bank, as
indenture trustee for the holders of Series 3 Notes, has a valid
and enforceable first priority security interest in and lien on
the funds on deposit in the Debtor's deposit accounts with Sandy
Spring Bank and LFA Investment Services; and neither the Bank as
indenture trustee for the holders of Series 3 Notes, nor any
holder of a Series 3 Note will be a secured creditor of the Debtor
except as to the Bank's security interest in and lien on the
Debtor's deposit accounts with Sandy Spring Bank and LFA
Investment Services.

A copy of the Stipulation, approved on May 17, is available at
http://is.gd/a9qwb8from Leagle.com.

Judge Catliota also signed off on a May 13-dated stipulation
between the parties governing the Debtor's use of Wells Fargo's
cash collateral in its capacity as indenture trustee.  A copy of
that stipulation is available at http://is.gd/LCwn7ufrom
Leagle.com.

Curtis L. Tuggle, Esq., and Alan R. Lepene, Esq. --
Curtis.Tuggle@ThompsonHine.com and Alan.Lepene@ThompsonHine.com --
at Thompson Hine, LLP, in Cleveland, Ohio, serve as counsel for
the Bank.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KH FUNDING: Committee Authorized to Hire BDO Consulting as Advisor
------------------------------------------------------------------
Judge Thomas Catliota of U.S. Bankruptcy Court for the District of
Maryland has authorized the Official Committee of Unsecured
Creditors of KH Funding Company to retain BDO Consulting as
Financial Advisor provided that the Committee will do its best to
minimize expenses and compensation to be incurred by BDO; BDO will
not charge the Committee for either travel time or travel costs
for its services in this case; and BDO agrees to abide by the
Court's "Compensation Guidelines for Professionals in  the United
States Bankruptcy Court for the District of Maryland."

The U.S. Trustee had objected to the application of the Committee
to retain BDO Consulting.  The U.S. Trustee said, among other
things, BDO did not make sufficient disclosure to permit the Court
determine whether it is a disinterested person as required by
Section 328(c) of the Bankruptcy Code; the Committee has made no
showing as to why nunc pro tunc employment to Feb. 7, 2011, is
warranted; and all of the services that the Committee wants BDO to
perform appear to be unnecessary and duplicative.

The U.S. Trustee in its objection said it may be more appropriate
for the Court to appoint an examiner in this case who is
responsible and sensitive to the concerns of all parties in
interest.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KH FUNDING: Committee Authorized to Hire Pachulski as Counsel
-------------------------------------------------------------
Judge Thomas J. Catliota has authorized the Official Committee of
Unsecured Creditors in the bankruptcy case of KH Funding Company
to employ and retain Pachulski Stang Ziehl & Jones LLP as its
counsel effective Jan. 30, 2011, provided that Pachulski will not
charge the Committee for either travel time or travel costs for
its services in this case; Pachulski will not charge for the
creditor website that has been created and will be maintained;
and Pachulski agrees to abide by this Court's "Compensation
Guidelines for Professionals in the United States Bankruptcy Court
for the District of Maryland."

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KH FUNDING: Committee Gets OK to Hire McGuireWoods as Co-Counsel
----------------------------------------------------------------
Judge Thomas J. Catliota has authorized the Official Committee of
Unsecured Creditors in the bankruptcy case of KH Funding Company
to retain McGuireWoods LLP as its co-counsel effective Feb. 14,
2011.  McGuireWoods is authorized to provide legal services to the
Committee that are deemed necessary and appropriate by the
Committee.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KIEBLER RECREATION: Peek'n Peak to Be Auctioned on Sept. 1
----------------------------------------------------------
Ed Palatella at Erie Times-News reports that Peek'n Peak Resort
and Spa will be sold at a public auction in U.S. Bankruptcy Court
in Cleveland, Ohio, by Sept. 1, 2011, according to a last-minute
agreement by a bankruptcy a judge.  The report says the auction
prevents the Peak, near Findley Lake, N.Y., from facing
foreclosure and a sheriff sale in Chautauqua County, N.Y.

According to the report, the Peak will remain open, though a chief
restructuring officer will help oversee the daily operations of
the 1,150-acre ski and golf center, which is owned by Kiebler
Recreation LLC, of Chardon, Ohio, east of Cleveland.

Erie Times reports that Kiebler filed for Chapter 11 protection a
year ago, but failed to come up with a plan to reorganize its
debts.  The lack of a plan prompted Kiebler's primary creditor,
Huntington National Bank, to try to foreclose on the Peak and
recoup whatever the bank can.  Huntington's mortgage debt on the
Peak has reached $17.3 million since Kiebler filed for bankruptcy.

Erie Times relates that a sale in Bankruptcy Court, as opposed to
a sale through foreclosure, guarantees that the Peak will remain
open during the sale process.  A sale in Bankruptcy Court also
allows Huntington to market the resort to potential buyers, and to
better control who those buyers might be and how much they must
bid to buy the Peak.

U.S. Bankruptcy Judge Randolph Baxter accepted the tentative plan
and said he would review it for final approval at a later date.

                    About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KMC REAL ESTATE: Hires Hostetler & Kowalik as Counsel
-----------------------------------------------------
KMC Real Estate Investors LLC filed an application to employ as
counsel:

                  HOSTETLER & KOWALIK, P.C.
                  101 W Ohio St Ste 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Hostetler & Kowalik's employment will be limited to:

   a) Legal advice respecting KMCREI's powers and duties as debt
      and debtor-in possession and management of its property;

   b) Take necessary action to avoid the attachment of any lien
      against KMCREI's property threatened by secured creditors
      holding liens;

   c) prepare on behalf of KMCREI as debtor and debtor-in-
      possession necessary pettions, answers, orders, reports, and
      other required pleadings

The firm will charge the Debtor based on its customary hourly
rates.

On March 28, 2011, H&K received $20,000 and on March 31, 2011, H&K
received $30,000, as an initial retainer prior to the filing to
the bankruptcy proceeding in the total sum of $50,000, plus the
court's filing fee of $1,039.  The initial retainer was paid to
H&K in the full by the various members of KMCREI.  On May 2, 2011,
H&K sent to KMCREI an invoice for the pre-bankruptcy petition fees
and expenses incurred during the time period of March 21-31, 2011,
which were billed against the retainer.  The invoice was the
amount of $4,931.75.  The remaining amount of then initial
retainer paid to H&K is $45,068.


            About KMC Real Estate Investors LLC

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., Courtney Elaine Chilcote, Esq., and Jeffrey A. Hokanson,
Esq., at Hostetler & Kowalik, P.C., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed it has undetermined
assets and $24,810,090 in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.


KURRANT MOBILE: Board OKs Designation of 1-Mil. Preferred Shares
----------------------------------------------------------------
The Board of Directors of Kurrant Mobile Catering, Inc., approved
the designation of 1,000,000 shares of Series A preferred stock
effective May 13, 2011.  The Company filed an amendment to its
articles of incorporation designating that authorized 1,000,000
shares of preferred common stock as Series A preferred stock.
Each share Series A preferred stock is capable of being converted
into one share of common stock and has certain preferences with
regards to liquidation and dividiends.  The Series A preferred
stock had voting rights of eighty votes per share of Series A
preferred stock.

Effective May 26, 2011, the Board of Directors of the Company
approved an amendment to the designation of Series A preferred
stock previously filed to provide for voting rights of four
hundred vote per share of Series A preferred stock.

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

                       About Kurrant Mobile

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

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

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


KURRANT MOBILE: Delays Filing of Annual Report on Form 10-K
-----------------------------------------------------------
Kurrant Mobile Catering, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its Annual
Report on Form 10-K for the period ended Feb. 28, 2011.  The
Company said final adjustments could not be completed in time to
timely file.  The Company will file the Form 10-K by the extension
date.

                        About Kurrant Mobile

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

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

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


KY USA ENERGY: Magdovitz Lease Is A Financing Instrument
--------------------------------------------------------
Bankruptcy Judge Joan A. Lloyd ruled that Kentucky USA Energy,
Inc.'s lease for three pieces of equipment with the Magdovitz
Family Trust constitutes a security interest under the Kentucky
Uniform Commercial Code rather than an unexpired lease.  The
rental payments over the term of the Agreement reflect a purchase
price of the vehicles with interest.  The Agreement provides for
purchase of the vehicles for a nominal sum at the end of the
lease.

On Oct. 20, 2010, the Trust filed an adversary proceeding
contending that the Agreement constitutes a lease and requesting
that the Debtor be ordered to surrender the equipment to the
Trust.  In response, the Debtor contends the Agreement is not a
lease but is a financing instrument and not an executory or
unexpired lease.  Both parties seek entry of partial summary
judgment on their claims.  The case is The Magdovitz Family Trust,
v. KY USA Energy, Inc. and Kentucky USA Energy, Inc. and
Hilltopper Energy, LLC, Adv. Proc. No. 10-01047 (Bankr. W.D. Ky.).
A copy of Judge Lloyd's May 31, 2011 Memorandum-Opinion is
available at http://is.gd/dQfNtSfrom Leagle.com.

KY USA Energy, Inc., based in Glasgow, Ky., sought chapter 11
protection (Bankr. W.D. Ky. Case No. 10-11424) on Sept. 14, 2010.
Scott A. Bachert, Esq., at Harned Bachery & McGehee PSC in Bowling
Green, Ky., represents the Company.  At the time of the filing,
the Debtor estimated its assets at less than $50,000 and its debts
at $1 million to $10 million.


LA JOLLA: Has 17.11 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 25, 2011, it
had converted approximately 10 shares of Series C-1 1 Convertible
Preferred Stock into 1,666,666 shares of common stock.  Following
these conversions, the Company had a total of 17,114,657 shares of
common stock issued and outstanding.

                    About La Jolla Pharmaceutical

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

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

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

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


LAKE AT LAS VEGAS: Credit Suisse Wants Former Owners' Suit Tossed
-----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Credit Suisse Group is asking a bankruptcy
judge to toss a lawsuit filed by Texas billionaire brothers Sid
and Lee Bass claiming the bank "pursued" them with a new loan
product that allowed them to cash out hundreds of millions of
dollars invested in the Lake Las Vegas project.  DBR notes the
lawsuit would allow the project's former owners to hold onto
hundreds of millions of dollars they took out of Lake Las Vegas
before it collapsed into Chapter 11.

Credit Suisse and Dallas-based investment firm Highland Capital
Management now own Lake Las Vegas following its bankruptcy.

Lake Las Vegas' Chapter 11 plan created a trust to hold proceeds
from any lawsuits pursued on behalf of the resort's creditors.
Larry Lattig, the trustee for bankruptcy creditors, sued the
Basses and other investors, seeking the return of hundreds of
millions of dollars they received from the $560 million loan
Credit Suisse arranged for the project in 2004.

DBR notes Lake Las Vegas's former owners are being sued for the
return of $470 million they took from the loan.  Of the $560
million, Lee Bass collected $112 million, while Sid Bass received
$109 million.  The late developer Ron Boeddeker received $109
million.

A hearing on the dispute is scheduled for June 17 in U.S.
Bankruptcy Court in Las Vegas.

                    About Lake Las Vegas Resort

Lake Las Vegas Resort is a 3,592 acre master-planned residential
development and resort community located approximately 20 miles
east of the center of Las Vegas, Nevada.  Lake at Las Vegas Joint
Venture, LLC, and LLV-1, LLC and their jointly-affiliated debtors
filed separate Chapter 11 petitions (Bankr. D. Nev. Lead Case No.
08-17814) on July 17, 2008.  Lake at Las Vegas Joint Venture, LLC,
estimated of $100 million to $500 million, and debts of $500
million to $1.0 billion in its Chapter 11 petition.  Courtney E.
Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq.,
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represented the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan
J. Works, Esq., at McDonald Carano Wilson LLP, represented the
Official Committee of Unsecured Creditors as counsel.  On June 21,
2010, the Debtors filed the Third Amended Chapter 11 Plan of
Reorganization, which was confirmed by Order dated July 1, 2010.
Lake Las Vegas emerged from Chapter 11 that month.


LAKE CHARLES: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lake Charles Investment Group, LLC
          dba Super 8 Hotel
        1350 E. Prien Lake Road
        Lake Charles, LA 70601

Bankruptcy Case No.: 11-20548

Chapter 11 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $2,150,000

Scheduled Debts: $3,832,641

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/lawb11-20548.pdf

The petition was signed by Amrit P. Singh, managing member.


LAUTH INVESTMENT: Emerges from Chapter 11 Reorganization
--------------------------------------------------------
The Indianapolis Business Journal reports that Lauth Investment
Properties has emerged from Chapter 11 bankruptcy reorganization,
with about $25 million and a portfolio of properties valued at
$35 million.  The bankruptcy reorganization plan estimates that
Lauth Investment will pay 75% to 100% of the $18.6 million it owes
Milwaukee-based M&I Bank.  M&I will also receive land from Lauth
as collateral.  Otherwise, the Debtor set aside $21,000 to pay off
any unsecured claims, meaning unsecured creditors will receive
almost nothing.  The company's equity ownership structure from
before its bankruptcy remains intact.  Bob Lauth, who remains CEO
of Lauth Investment Properties, said in a statement, "The process
we just completed was one we never planned for or expected.
Nonetheless, we successfully worked through the myriad details
that LIP's complex structure required. We are glad to have it
behind us."

                 About Lauth Investment Properties

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

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


LEHMAN BROTHERS: Seeks Delay of Plan Disclosures Hearing
--------------------------------------------------------
Lehman Brothers Holdings Inc. announced its intention to adjourn
the June 28, 2011 hearing on its proposed disclosure statement
and the May 27, 2011 deadline for filing objections.  The company
has not yet fixed new dates and will file additional notice with
the Court of the new hearing date and objection filing deadline.

The ad hoc group of Lehman Brothers creditors and another group
of creditors led by Goldman Sachs Bank USA have agreed with the
adjournment of the hearing and deadline.

                Objection to Plan Outline Filed

Federal Home Loan Bank of New York objects to the approval of the
disclosure statement explaining the plan of reorganization filed
by the Debtors.

FHLBNY has asserted a claim against Lehman Brothers Special
Financing, Inc., for approximately $65 million due under a
terminated ISDA master agreement between LBSF and FHLBNY, dated
as of April 5, 2000.  LBSF's obligations under the Agreement were
guaranteed by LBHI, according to Jeff J. Friedman, Esq., at
Katten Muchin Rosenman LLP, in New York.  FHLBNY has also
asserted a claim for approximately $65 million against LBHI based
on the guarantee.  Those claims, Mr. Friedman says, fall within
the definitions of "Derivative Claims" and "Derivative Guarantee
Claims" under the Debtors' Plan.

Mr. Friedman points out that, in the Disclosure Statement, the
Debtors indicate that the "Allowed amount of Derivative Claims
will be determined in accordance with the Derivative Claims
Framework."  . The Debtors further indicate that they "intend to
file a motion in the Bankruptcy Court seeking approval of the
Derivative Claims Framework and authorization to calculate the
Allowed amount of Derivative Claims and Derivative Guarantee
Claims in accordance with the methodology set forth in the
Derivative Claims Framework," he adds.  However, he notes, as of
May 26, that motion has not been filed.

Mr. Friedman argues that the importance of the Derivative Claims
Framework to the holders of Derivative Claims and Derivative
Guarantee Claims cannot be understated; it is an integral
component of the Debtors' Plan and the Disclosure Statement does
not contain adequate information without an explanation of how
the Derivatives Claim Framework will work and its affect on the
holders of those claims.  Further, having complete information
regarding the structure of the Derivative Claims Framework is
essential to those claimants' ability to understand how the
Debtors propose to treat the Derivative Claims and the Derivative
Guarantee Claims, he adds.  Despite this, the Debtors have not
yet filed a motion seeking approval of the Derivative Claims
Framework or otherwise provided it to the holders of Derivative
Claims and the Derivative Guarantee Claims, he notes.

Absent a thorough explanation of the Derivative Claims Framework,
the holders of those claims have no ability to understand how
their claims will be treated under the Debtors' Plan, Mr.
Friedman further argues.  Accordingly, absent appropriate
amendment to the Disclosure Statement, it fails to contain
"adequate information" as would enable a "hypothetical investor .
. . to make an informed judgment about the plan," he tells the
Court.

              LBHI Seeks Changes to Voting Process

Meanwhile, the Debtors asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
changes in the voting procedures in connection with securities
issued or guaranteed by the company.

LBHI made changes to the voting process to provide that for
securities issued by the company, individual holders of those
securities that filed claims will be responsible for completing
and submitting their own ballots if there is no indenture trustee
or other voting nominee.

The proposed changes also provide that for claims based on so-
called "Lehman Program Securities" not issued by the company, (i)
any bank, broker, custodian or other party that is the record
holder of the LPS, and (ii) any indenture trustee for LPS that
was not issued by the company, that filed a proof of claim based
on an alleged guarantee of such LPS on behalf of the beneficial
holders, is included in the definition of "voting nominee" and
may vote the claims it filed on behalf of its customers on a
master ballot.  Any party that acts as a voting nominee will be
obligated to forward the solicitation package to the beneficial
holders of the LPS and will be subject to the voting
requirements.

              Three Rival Plans in Chapter 11 Case

Lehman Brothers has filed a proposed plan that provides that
creditors that hold senior unsecured claims against the company
would recover 21.4% of their claims, up from 17.4% in the initial
plan.  Meanwhile, the company's general unsecured creditors would
recover 19.8% of their claims, up from 14.7%.

An Ad hoc group of Lehman creditors led by Paulson & Co. and the
California Public Employees Retirement System filed their own
proposed Chapter 11 plan for LBHI.  Under the group's rival plan,
senior creditors with claims against LBHI would recover about
24.5%.  The larger recovery results from substantive consolidation
where all assets are thrown into one pot and creditors receive a
similar distribution regardless of the Lehman company that owed
the debt.

Creditors, which include Goldman Sachs Bank USA and Deutsche
Bank and hedge funds Oaktree Capital Management LP and Silver
Point Capital LP, filed a rival plan on April 25, 2011, following
LBHI's move to give billions more to senior bondholders. The group
complained that LBHI's proposed restructuring plan contains
"gifts" that favor the company's senior bondholders which have not
been approved by other creditors.  The rival plan proposes a 16%
recovery for creditors that hold senior unsecured claims against
LBHI, down from 21.4% under LBHI's restructuring plan.  Meanwhile,
general unsecured creditors would recover 14.7%, down from 19.8%
under LBHI's plan.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Panel Is Designated for Plan Discovery Process
---------------------------------------------------------------
Judge James Peck issued an order confirming the appointment of
the Official Committee of Unsecured Creditors in Lehman Brothers'
cases as the designated party in connection with the discovery
process related to the confirmation of Lehman Brothers' Chapter 11
plan of reorganization.

In a related development, American National Insurance Company
announced its intention to participate in the discovery process.
The company is represented by The Law Office of Andrew J. Frisch
and Greer, Herz & Adams LLP, in New York.

American National Insurance holds a claim against LBHI in the sum
of $15,653,468, and another claim against Lehman Brothers OTC
Derivatives Inc. in the sum of $2,653,468.

Companies affiliated with American National Insurance including
Standard Life and Accident Insurance Company, American National
Life Insurance Company of Texas, American National General
Insurance Company, American National Lloyds Insurance Company,
Comprehensive Investment Services, Farm Family Life Insurance
Company and The Moody Foundation are not participating in the
discovery process.

              Three Rival Plans in Chapter 11 Case

Lehman Brothers has filed a proposed plan that provides that
creditors that hold senior unsecured claims against the company
would recover 21.4% of their claims, up from 17.4% in the initial
plan.  Meanwhile, the company's general unsecured creditors would
recover 19.8% of their claims, up from 14.7%.

An Ad hoc group of Lehman creditors led by Paulson & Co. and the
California Public Employees Retirement System filed their own
proposed Chapter 11 plan for LBHI.  Under the group's rival plan,
senior creditors with claims against LBHI would recover about
24.5%.  The larger recovery results from substantive consolidation
where all assets are thrown into one pot and creditors receive a
similar distribution regardless of the Lehman company that owed
the debt.

Creditors, which include Goldman Sachs Bank USA and Deutsche
Bank and hedge funds Oaktree Capital Management LP and Silver
Point Capital LP, filed a rival plan on April 25, 2011, following
LBHI's move to give billions more to senior bondholders. The group
complained that LBHI's proposed restructuring plan contains
"gifts" that favor the company's senior bondholders which have not
been approved by other creditors.  The rival plan proposes a 16%
recovery for creditors that hold senior unsecured claims against
LBHI, down from 21.4% under LBHI's restructuring plan.  Meanwhile,
general unsecured creditors would recover 14.7%, down from 19.8%
under LBHI's plan.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Ignoring Court Order, Says Barclays
--------------------------------------------------------
Barclays Capital Inc. complains that James W. Giddens, the SIPA
trustee for Lehman Brothers Inc., has swung from an open-ended
order on the Clearance Box Assets -- where the parties would
"work cooperatively" to determine the precise remedy -- to one
that seeks an open-and-shut remedy of $869 million in damages,
plus interest.

Unlike his Proposed Order, the LBI Trustee is now at least
offering precision in what he proposes, Jonathan D. Schiller,
Esq., at Boies, Schiller & Flexner LLP, in New York, points out.
However, the LBI Trustee's proposal is an effort to evade his
obligation to deliver what the Sale Order and the Court's Opinion
entitle Barclays to receive, which is precisely what Barclays
demanded in its now-granted motion: "Whatever Clearance Box
Assets Have Not Yet Been Delivered," Mr. Schiller notes.

Barclays argues that the LBI Trustee is asking the Court to
ignore the important details that have to be resolved in
implementing its Feb. 22 decision on the Margin Assets.  "Those
Margin Assets," Mr. Schiller says, "were the security for more
than $1 billion of exchange traded derivatives liabilities."
Barclays believes it acquired those liabilities solely because
they were a lien on, and hence inextricably linked to, the Margin
Assets.  "Now that the Court has rejected the Barclays claim to
the Margin Assets or at least to the cash Margin Assets, Barclays
is entitled to an offset in the amount of those assumed ETD
liabilities," Mr. Schiller asserts.

Barclays further asserts that it is entitled to a court order
that makes clear that the LBI Trustee is not seeking the return
of Margin Assets that Barclays never actually received, because
they were used to satisfy liabilities at exchanges that were owed
on behalf of LBI's futures customers.

The "cash" issue was clearly central to the Court's analysis, and
there should be no dispute that $1.5 billion of the Margin Assets
were not cash or "cash equivalents," Mr. Schiller points out.
Barclays asserts that it is entitled to ensure that the Feb. 22
Order is clear on that issue.

Barclays asks Judge Peck to reject the LBI Trustee's efforts to
improve upon the Feb. 22 Court decision on the Margin Assets,
first through his unwarranted claim for prejudgment interest of
9%, and second through his strategic effort to amend the
Opinion's discussion of the "asset scramble."

Given that the LBI Trustee executed a written agreement in which
he promised Barclays "all margin deposits," Barclays clearly
acted in good faith in believing that it had, in fact, been
promised those deposits, Mr. Schiller tells the Court.  While the
LBI Trustee may have succeeded in disavowing that promise, the
case law does not support his desire to go the extra step of
adding prejudgment interest -- especially not at a rate vastly
higher than what he could have earned on those margin deposits
had they not been delivered to Barclays, Mr. Schiller argues.
Likewise, there is no justification for the LBI Trustee's request
that the Court remove from the Opinion an assertion made
repeatedly by Lehman Brothers Holdings, Inc., the Trustee's co-
movant and the principal seller under the Asset Purchase
Agreement, that the Margin Assets were promised to Barclays as
part of the so-called "asset scramble," Mr. Schiller adds.  While
Barclays has always asserted that the Margin Assets were
understood to be part of the Lehman broker unit sale from the
beginning of the week of the sale, LBHI asserted that they were
added in the "asset scramble."

The Court made its finding and the LBI Trustee should not be
permitted to amend that finding, absent an equal opportunity for
Barclays to seek amendments to the Opinion, Barclays asserts.

In sum, Barclays seeks court orders that will provide precision
on the relief both the LBI Trustee and Barclays are entitled to
receive, so as to avoid future disputes that will obviously arise
if the LBI Trustee's Proposed Orders are adopted, Mr. Schiller
says in court papers.

               Barclays Not Entitled to Delivery of
             Clearance Box Assets, LBI Trustee Argues

Barclays is not entitled to the delivery of the clearance box
assets and the Court should reject Barclays' attempt to undo the
ruling that Margin Assets were excluded from the Sale, the LBI
Trustee asserts.

In seeking delivery of the clearance box assets now, Barclays is
seeking seeks the best of all worlds -- to reap the reward of
ownership without having borne the downside risk, William R.
Maguire, Esq., at Hughes Hubbard & Reed LLP, in New York,
contends, on behalf of the LBI Trustee.

Barclays is not entitled to a windfall at the expense of the LBI
estate, Mr. Maguire argues.  "The extraordinary remedy of
specific performance is not appropriate here, and, as Barclays
itself proved at the evidentiary hearing, it has an adequate
remedy at law: $869 million in damages plus interest."

Mr. Maguire also asserts, among other things, that Barclays is
not entitled to any Lehman margin assets beyond the $2 billion of
margin that it admitted was owed to futures customers.  He points
out that the LBI Trustee has discovered that Barclays actually
received in excess of $2.8 billion of futures margin.  Barclays
has admitted that it assumed just $2 billion in liabilities to
LBI futures customers; thus, the LBI Trustee asserts, Barclays is
entitled to retain the $2 billion needed to repay customers but
must, under the Court's Opinion, return the $800 million excess
to the Trustee.

The LBI Trustee asks the Court to enter a final order stating
that:

   i. Barclays has no entitlement to, or interest in any of,
      Lehman's Margin Assets, whether they are in the form of
      cash, government securities, or other cash equivalents;

  ii. Barclays will pay the LBI Trustee the full amount of all
      Margin Assets that were transferred to Barclays, whether
      those Margin Assets are in the form of cash, government
      securities, or other cash equivalents;

iii. Barclays will pay to the LBI Trustee prejudgment interest
      on the Margin Assets that were transferred to Barclays at
      a rate of nine percent per annum from September 22, 2008
      or other date as the Court may deem proper;

  iv. The Margin Assets, whether in the form of cash, government
      securities or other cash equivalents, were not included in
      the Sept. 2008 "asset scramble;"

   v. The LBI Trustee will pay to Barclays money damages in the
      amount of $869 million for the undelivered Clearance Box
      Assets;

  vi. The LBI Trustee will pay to Barclays prejudgment interest
      on the $869 million in damages for the undelivered
      Clearance Box Assets at a rate of nine percent per annum
      from September 22, 2008 or other date as the Court may
      deem proper; and

vii. Barclays does not have an unconditional right to the Rule
      15c3-3 Assets.

Neil J. Oxford, Esq., a member of Hughes Hubbard & Reed LLP,
filed a declaration for the purpose of introducing copies of
documents that may be considered in connection with the LBI
Trustee's memorandum.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes Urbanism Sharing Agreement
----------------------------------------------------
On November 17, 2005, Lehman Brothers Holdings Inc. and Gables
Marquis, L.L.C., entered into a construction loan agreement,
pursuant to which LBHI agreed to make a loan to Gables Marquis
for the construction of a condominium project.  Gables defaulted
on the Gables Loan, and LBHI has declared the full amount
remaining due under the Gables Loan due and payable.

In February 2008, Urbanism-Coral Way, LLC, the initial seller of
the land to Gables Marquis, filed a lawsuit against Gables
Marquis and LBHI in the Florida State Court alleging that, among
other things, Gables Marquis owes Urbanism a payment of $1
million as deferred purchase price for the land.  Urbanism sought
to establish and foreclose upon a priority equitable lien, in the
amount of $1 million, against certain condominium units in the
Gables Project.  Soon thereafter, LBHI filed a separate action
against Gables Marquis, Urbanism and other parties-in-interest in
the Florida State Court seeking to foreclose on its mortgage
against the Gables Project.  The Foreclosure Action currently is
pending.

Prior to the Petition Date, LBHI and Urbanism resolved their
issues by executing a settlement agreement.  LBHI agreed to pay
Urbanism $150,000, and Urbanism agreed to withdraw the Urbanism
Litigation with prejudice and consent to the Foreclosure Action.
As part of the Settlement Agreement, the Parties agreed to enter
into a sharing agreement to share the net proceeds of sales of
certain condominium units to the extent the buyers of the units
were procured by Urbanism.  Before the Petition Date, LBHI made
the Settlement Payment, Urbanism withdrew the Urbanism Litigation
with prejudice, and Urbanism filed a notice of consent to the
Foreclosure Action.  Although the Parties had finalized the terms
of an initial sharing agreement, they did not execute the Initial
Sharing Agreement prepetition.

Since the Petition Date, LBHI has continued to prosecute the
Foreclosure Action.  Urbanism has alleged that LBHI has defaulted
on the Settlement Agreement by failing to execute the Initial
Sharing Agreement and has sought to withdraw its consent to the
Foreclosure Action.  Urbanism has also filed a motion in the
Foreclosure Action to impose an equitable lien, for $150,000,
based on an alleged failure of LBHI to close a sale of a
condominium unit to a potential purchaser procured by Urbanism.
LBHI has challenged the merits of these filings.

LBHI and Urbanism have agreed to a settlement of their dispute,
which is to be effected primarily through LBHI's assumption of
the Settlement Agreement.  To cure the default under the
Settlement Agreement, LBHI proposes to enter into a revised
version of the Initial Sharing Agreement with Urbanism.
Consistent with its approach to dealing with foreclosures, LBHI
proposes to assign its interests in the Agreements as well as the
expected foreclosure judgment to FL 3232 Coral Way LLC, a non-
debtor special purpose entity wholly owned indirectly by LBHI.

Urbanism has alleged that the Gables Project is encroaching on
land owned by Urbanism.  The Alleged Encroachment dispute is
currently between Urbanism and the Gables Receiver.  If Coral Way
takes title to the Gables Project, however, it may need to
resolve the Alleged Encroachment.

By this Motion, LBHI seeks authority to:

  (a) assume the Settlement Agreement and assign its interests
      therein to Coral Way; and

  (b) enter into the Sharing Agreement with Urbanism.

LBHI also seeks authority, if necessary, for LBHI or Coral Way,
as applicable, to resolve the Alleged Encroachment, provided that
any payment by LBHI or Coral Way to resolve the Alleged
Encroachment will be subject to approval from the Official
Committee of Unsecured Creditors, upon reasonable notice, if the
payment has not been authorized by any other order of the Court.

Given the expense, delay and risks attendant to litigating these
matters, LBHI believes that its proposed transactions represent
its best opportunity to maximize recoveries from its interests in
the Gables Property for its bankruptcy estate and creditors.

                     Proposed Transactions

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, contends that the Proposed Transactions will (i) enable
LBHI to benefit from the terms of the Settlement Agreement, (ii)
resolve the Urbanism Equitable Liens, and (iii) permit LBHI to
proceed with the Foreclosure Action.

The salient terms of the Proposed Transactions are:

  -- Assumption of the Settlement Agreement;
  -- Entry into the Sharing Agreement;
  -- Transfer of Foreclosure Judgment to Coral Way; and
  -- Assignment of the Agreements to Coral Way.  LBHI will
     assign all of its rights and interests in the Agreements to
     Coral Way.  Upon the assignments, LBHI will be released of
     any and all obligations under the Agreements.

The Court will convene a hearing on June 15, 2011, to consider
the request.  Objections are due on June 8, 2011.

                        Burns Statement

In further support of the request, Craig Burns tells the Court
that, as vice president of LAMCO LLC's Asset Management and
Restructuring Team, one of his primary areas of responsibility is
the liquidation, restructuring and recapitalization of
condominium assets of LBHI and its affiliated debtors.  He
asserts that the Proposed Transactions obviate the need for
continuing litigation between the Parties with respect to the
Foreclosure Action, including matters related to the Gables
Project, the Settlement Agreement, and the Sharing Agreement, and
avoid the costs and risks associated with that litigation.  He
adds that the Proposed Transactions facilitate LBHI's foreclosure
on the Gables Project and its realization of proceeds from
subsequent sales of the commercial units and other condominium
units, which proceeds will be available for distribution to
LBHI's creditors.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes to Sell Mortgage Loans to Metlife Bank
----------------------------------------------------------------
Lehman Brothers Holdings Inc. asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
an agreement to sell two portfolios of reverse mortgage loans to
MetLife Bank N.A.

Prior to its bankruptcy filing, LBHI acquired fixed and floating
rate reverse home equity conversion mortgage loans from a
subsidiary, Aurora Bank FSB, which the latter previously acquired
from MetLife's "predecessors in interest."  LBHI then sold
participation interests in the loans, which were securitized
pursuant to a Government National Mortgage Association or "Ginnie
Mae" program.

As the issuer of those securitizations, LBHI retains the
obligations to fund additional draws under the reverse mortgages,
to repurchase or satisfy the participation interests in the
loans, among other things.

Pursuant to the agreement, LBHI will sell to MetLife the
unsecuritized balances of the loans currently in the
securitizations.  The proposed deal also calls for the sale of
loans with respect to which the participation interest therein
was repurchased by LBHI as well as those loans with respect to
which the participation interest is repurchased prior to the
consummation of the transactions contemplated under the deal.

LBHI estimates that the purchase price of the assets to be sold
will be approximately $43.415 million.

A copy of the sale agreement will be filed with the Court prior
to the June 15, 2011 hearing on the proposed sale.  The deadline
for filing objections is June 8, 2011.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3: Unit Has Private Offering for $600-Mil. of Sr. Notes
-------------------------------------------------------------
Level 3 Communications, Inc., announced that Level 3 Escrow, Inc.,
its newly formed, indirect, wholly owned subsidiary, has agreed to
sell $600 million aggregate principal amount of its 8.125% Senior
Notes due 2019 in a private offering to "qualified institutional
buyers," as defined in Rule 144A under the Securities Act of 1933,
as amended, and non-U.S. persons outside the United States under
Regulation S under the Securities Act of 1933.  The new 8.125%
Senior Notes due 2019 were priced to investors at 99.264% of their
principal amount and will mature on July 1, 2019.

The gross proceeds from the offering of the notes will be
deposited into a segregated escrow account until the date on which
certain escrow conditions, including, but not limited to, the
substantially concurrent consummation of the acquisition by Level
3 of Global Crossing Limited and the assumption of the notes by
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3 and
the direct parent company of Level 3 Escrow, are satisfied.  If
the escrow conditions are not satisfied on or before April 10,
2012 (or any earlier date on which Level 3 determines that any of
such escrow conditions cannot be satisfied), Level 3 Escrow will
be required to redeem the notes.

Following the release of the escrowed funds in connection with the
assumption of the notes by Level 3 Financing, the net proceeds
from the offering of the notes will be used to refinance certain
existing indebtedness of Global Crossing, including fees and
premiums, in connection with the closing of Level 3's proposed
acquisition of Global Crossing.  The gross proceeds from the
offering will reduce the outstanding bridge commitment Level 3 has
in place with certain financial institutions in connection with
refinancing certain Global Crossing indebtedness.

The offering is expected to be completed on June 9, 2011, subject
to the satisfaction or waiver of customary closing conditions.

The notes will not be registered under the Securities Act of 1933
or any state securities laws and, unless so registered, may not be
offered or sold except pursuant to an applicable exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LONG RAP: Suit vs. Officers and Directors Goes to Trial
-------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied the motion of three
of the defendants in the adversary proceeding, Long Rap, Inc., et
al., v. Factor 10 LLC, et al., Case No. 09-00913 (Bankr. D. D.C.).
Defendants Yussuff, Thompson, and Stello sought summary judgment
on the basis that they were not directors -- a capacity in which
they were sued.  One of these defendants was sued also as an
officer, but the motion does not address his liability as an
officer.  One of the oppositions to the motion attaches two
Unanimous Written Consents relating to the Debtor. One is signed
by shareholders and appoints the three defendants and others as
directors.  The other purports to have been signed by the "Board
of Directors" with these defendants' signatures -- and signatures
of others -- appearing under that designation.  According to Judge
Teel, these documents -- if treated as admissible -- would suffice
to create a genuine issue of fact as to whether the defendants
were directors.  A copy of Judge Teel's May 12, 2011 Memorandum
Decision is available at http://is.gd/0gzqrWfrom Leagle.com.

Long Rap, Inc., dba Up Against the Wall & Commander Salamander,
based in Washington, DC, filed for Chapter 11 bankruptcy (Bankr.
D. D.C. Case No. 09-00913) on Oct. 14, 2009, represented by Brent
C. Strickland, Esq. -- bstrickland@wtplaw.com -- at Whiteford,
Taylor, & Preston L.L.P.  In its petition, the Debtor listed
$1 million to $10 million in assets and $10 million to $50 million
in debts.  The petition was signed by Charles Rendelman, president
of the Company.


LONG SANDY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Long Sandy Pond, LLC
        P.O. Box 9
        Lincolnville, Me 04849

Bankruptcy Case No.: 11-10750

Chapter 11 Petition Date: May 31, 2011

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Debtor's Counsel: Richard P. Olson, Esq.
                  PERKINS OLSON, PA
                  32 Pleasant Street
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159
                  E-mail: rolson@perkinsolson.com

Scheduled Assets: $1,600,000

Scheduled Debts: $1,613,000

The petition was signed by Ovid Santoro, member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ovid Santoro & Lori Traikos        --                   $1,600,000
P.O. Box 9
Lincolnville, ME 04849


LOOP CORP: Case Dismissed for Bad Faith Filing
----------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed that Chapter 11 case of
Loop Corp.  Creditor Wells Fargo Advisors, LLC, sought the
dismissal, citing that the case was filed in "bad faith".

Wells Fargo also noted that according to the Debtor's schedules,
its assets exceed its liabilities by more than $43 million.  The
Debtor, therefore, can more than adequately pay its debts
including Wachovia's more than $4.3 million judgment.

Loop Corp. in Chicago, Illinois, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-17917) on April 27, 2011, Judge
Bruce W. Black presiding.  John M. Holowach, Esq., at Holowach &
Pukshansky LLC, served as bankruptcy counsel.  The Debtor
scheduled assets of $76,500,000 and debts of $33,030,231.


MADISON HOTEL: Bankruptcy Filing Stays MAve Hotel Sale
------------------------------------------------------
Amanda Fung at Crain's New York Business reports that the
foreclosure auction for a piece of the debt on a new Manhat tan
boutique hotel in the Flatiron District was postponed.

The move came in the wake of the developers of the property, known
as the MAve Hotel, filing for Chapter 11 bankruptcy.  Madison
Hotel Owners filed for reorganization, citing total liabilities of
$9.3 million.

Joseph Ben Moha, owner of Roxy Deli, and Benzion Suky, a principal
at Livorno Properties, are reportedly behind Madison Hotel Owners.

According to Crain's, the defaulted mezzanine debt on MAve Hotel
was supposed to be publicly auctioned off in front of the New York
Supreme Court.  A number of qualified bidders showed interest in
the auction.  At the last minute, the seller, whose name could not
be immediately determined, decided to postpone the sale for 45
days due to the last-minute bankruptcy filing.  The face value of
the debt was $5 million.

MAve Hotel, located at 62 Madison Ave., is a newly renovated 72-
room hotel near Madison Square Park.  The developers, who
purchased the property in 2008 for $32 million, defaulted on their
$30 million first mortgage and $5 million mezzanine loan two years
ago, according to published reports.

Under a court-appointed receiver, the hotel was completed and
renovated in 2009.  According to Savills' marketing materials for
the auction, the hotel generated net operating income of about
$1.9 million last year, relates Ms. Fung.

Based in New York, Madison Hotel Owners LLC filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-12334) on May 16,
2011.  Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky LLP
represents the Debtor.  The Debtor disclosed $7,750,000 in assets,
and $9,340,000 in debts as of the Chapter 11 filing.


MAIETTA CONSTRUCTION: To Emerge From Chapter 11 Protection
----------------------------------------------------------
The Associated Press reports that Maietta Construction Inc., a
southern Maine construction company, is emerging from bankruptcy.
A bankruptcy judge has confirmed the Company's reorganization
plan.  The company says the plan has been approved by creditors
and allows the company to cut a substantial portion of its debt.


MARIA VISTA: Dismissal of Suit v. San Luis Obispo Affirmed
----------------------------------------------------------
The Court of Appeals of California, Second District, Division Six,
affirmed a lower court judgment dismissing the lawsuit commenced
by Maria Vista Estates, a California general partnership --
through Erik Benham, its successor-in-interest -- and Erik Benham,
as an individual, against San Luis Obispo County and its
employees, Daniel Colin Erdman and Richard Edward Marshall, after
sustaining a demurrer to the third amended complaint.  The
complaint contains six related actions, including four civil
rights actions (42 U.S.C. Sec. 1983) which allege that the San
Luis Obispo et al. violated Maria Vista's rights to procedural and
substantive due process, equal protection, and free speech by
impeding the progress of Maria Vista's residential development
project.  Maria Vista contends that the court erred in concluding
that the complaint fails to state any valid section 1983 action
and that the statute of limitations bars the due process claims.

The case is Maria Vista Estates et al., v. San Luis Obispo County
et al., 2d Civil No. B209434 (Calif. App. Ct.).  A copy of the
appellate court's decision dated May 16, 2011, is available at
http://is.gd/Pfwhk3from Leagle.com.

                     About Maria Vista Estates

Based in Santa Maria, California, Maria Vista Estates --
http://www.mariavista.com/-- through its affiliated predecessors,
has owned 82 acres known as Maria Vista Property in San Luis
Obispo County since 1999.  Erik Benham and Mark Pender were
principals of Maria Vista.  It filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 07-10362) on March 23, 2007,
represented by Joseph M. Sholder, Esq., at Michaelson, Susi &
Michaelson.  It listed $1 million to $100 million in both assets
and debts.


MAURICE ROUNDY: Faces 5 Years in Prison for Bankruptcy Fraud
------------------------------------------------------------
The Associated Press reports that sixty-five-year-old Maurice
Roundy, owner of Maine Coast Airways, was convicted in a jury
trial in federal court in Portland.  He could be sentenced to up
to five years in federal prison and fined up to $250,000.
Mr. Roundy and his wife, Jane Theberge, filed a petition for
Chapter 7 bankruptcy protection in 2005.  Mr. Roundy was accused
of lying about the sale of three Lockheed Super Constellation
Starliners in an attempt to hide $450,000 from his estate.
At the time, only four of the piston-engined airliners were left
in the world.


MERIT GROUP: Asset Sale Mulled; Schedules Filing Delayed
--------------------------------------------------------
At the behest of The Merit Group Inc., Judge Helen E. Burris
extended the Debtors' deadline to file schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statement of financial affairs to:

     -- the later of 30 days after the petition date; or

     -- at least two business days before the objection
        deadline to any bidding procedures motion to be filed
        in the Chapter 11 cases.

In no event will be deadline be later than 44 days after the
petition date.

The Debtors have obtained a $55 million revolving line of credit
facility from Regions Bank on a secured, superpriority basis.  The
DIP facility will mature Aug. 20, 2011 and incurs interest at the
rate of LIBOR plus 5.2%.

The DIP facility mulls a sale of substantially all of the Debtors'
assets pursuant to Sec. 363 of the Bankruptcy Code according  to
these milestones:

   One or before:

      June 6, 2011     The Debtors will have filed a Sec. 363
      (petition date   Sale Motion
       + 20 days)

      June 26, 2011    The Debtors will have entered an order
      (petition date   approving bidding procedures
       + 40 days)

      July 28, 2011    The 363 Sale auction will have been held
      (petition date
       + 72 days)

      July 31, 2011    The Bankruptcy Court will have entered
      (petition date   an order approving the 363 Sale auction
       + 75 days

      Aug. 15, 2011    The closing of the 363 Sale will have
      (petition date   occurred.
       + 90 days)

The Debtors have won interim approval of the DIP financing as well
as use the cash collateral securing their prepetition loan
obligations to Regions Bank.

According to papers filed in court, the Debtors said they owe
trade and other unsecured creditors $37 million.  Moreover, the
Debtors owe secured lender, Regions Bank, $52 million in
prepetition debt; second lien lender Stonehenge Opportunity Fund
II L.P., $11.9 million; and insiders $2.5 million.

Regions Bank is represented by:

          Julio E. Mendoza Jr., Esq.
          NEXSEN PRUET JACOBS & POLLARD
          1441 Main Street, 15th Floor (29201)
          Post Office Drawer 2426
          Columbia, SC 29202-2426
          Tel: 803-771-8900
          Fax: 803-253-8277
          E-mail: RMendoza@nexsenpruet.com

               - and -

          C. Edward Dobbs, Esq.
          Elizabeth C. Arnett, Esq.
          PARKER, HUDSON, RAINER & DOBBS, LLP
          285 Peachtree Center Avenue, N.E.
          1500 Marquis II Tower
          Atlanta, GA 30303
          Tel: 404-420-5529
          E-mail: EDobbs@phrd.com
                  ECA@phrd.com

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Sec. 341 Creditors' Meeting on July 8
--------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
will convene a meeting of creditors in the bankruptcy cases of The
Merit Group Inc. pursuant to section 341 of the Bankruptcy Code on
July 8, 2011, at 10:45 a.m. ET at the Donald Stuart Russell
Federal Courthouse, 201 Magnolia Street, in Spartanburg.

Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the Debtors appear at the Meeting of
Creditors for the purpose of being examined under oath by a
representative of the Office of the U.S. Trustee and by any
interested parties that attend the meeting.  Creditors are
welcome, but not required, to attend the meeting.  The Meeting of
Creditors may be continued or adjourned by notice at the meeting,
without further written notice to creditors.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: U.S. Trustee Appoints 7-Member Creditors' Panel
------------------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
named seven members to the Official Committee of Unsecured
Creditors in the bankruptcy cases of The Merit Group Inc.:

     (1) Robert Hunter
         Chief Financial Officer
         DAP Products, Inc.
         2400 Boston St., Suite 200
         Baltimore, MD 21224
         Tel: (410) 779-2249
         Fax: (410) 779-1961

     (2) Denise Mouzakiotis
         Credit Manager
         Rust Oleum Corporation
         11 Hawthorn Parkway
         Vernon Hills, IL 60061
         Tel: (847) 816-2344
         Fax: (847) 918-8927

     (3) Cathy Hensley
         Credit Manager
         Masterchem Industries, Inc.
         3001 S. Yale Street
         Santa Ana, CA 92704
         Tel: (714) 545-7101, ext. 2146
         Fax: (714) 641-0723

     (4) Ross Clawson
         Homax
         200 Westerly Road
         Bellingham, WA 98225
         Tel: (360) 733-9029, ext. 2700
         Fax: (360) 647-1071

     (5) Michael Losak
         Chief Financial Officer
         Primrose Plastics
         125 Spagnoli Road
         Melville, NY 11747
         Tel: (631) 927-6564
         Fax: (631) 454-6366

     (6) Paul Hindmarsh
         Director of Finance & Operations
         Milazzo Industries, Inc.
         1609 River Road
         Pittsburg, PA 18640
         Tel; (570) 654-2433
         Fax: (570) 654-6242

     (7) Bruce R. McKee
         Credit Manager
         Packaging Service Co.
         1904 Mykawa Road
         Pearland, TX 77581
         (281) 485-1458, ext. 290
         (281) 822-1064

According to papers filed in court, the Debtors said they owe
trade and other unsecured creditors $37 million.  Moreover, the
Debtors owe secured lender, Regions Bank, $52 million; second lien
lender Stonehenge Opportunity Fund II L.P., $11.9 million; and
insiders $2.5 million.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.


MERIT GROUP: Employs McNair Law Firm as Bankruptcy Counsel
----------------------------------------------------------
The Merit Group Inc. seeks bankruptcy court permission to employ
as their bankruptcy counsel:

          Michael M. Beal, Esq.
          Michael H. Weaver, Esq.
          McNAIR LAW FIRM, PA
          1221 Main Street, Suite 1800
          PO Box 11390
          Columbia, SC 29211
          Tel: 803-799-9800
          Fax: 803-753-3278
          E-mail: mbeal@mcnair.net
                  mweaver@mcnair.net

The firm's customary hourly rates are:

     Shareholders and counsel   $250 - $500
     Associates, of counsel
       and special counsel
       attorneys                $160 - $350
     Paralegals                 $100 - $140
     Law clerks                  $70 -  $90

Mr. Beal, Esq., a shareholder at McNair, attests that his firm is
a "disinterested person" as that term is defined by Section
101(14) of the Bankruptcy Code.

Mr. Beal discloses that in the 90 days prior to the petition date,
McNair received $341,000 as retainer in connection with preparing
for and conducting the Chapter 11 filings.  McNair has applied
$223,668 of that retainer to its prepetition bankruptcy fees and
expenses.  It is holding the balance of $117,331 in its retainer
account.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; Alvarez & Marsal
North America LLC, restructuring consultants; Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Has Court OK to Hire KCC as Claims Agent
-----------------------------------------------------
The Merit Group Inc. estimates that there are roughly 1,160
creditors excluding current and former employees and parties in
interest in the Chapter 11 cases, many of which may file proofs of
claim.  It is expected that the noticing, as well as the
receiving, docketing and maintaining of a significantly large
number of proofs of claim, would be unduly time-consuming and
burdensome for the Clerk of Court.  In this regard, The Merit
Group and its debtor-affiliates sought and obtained Bankruptcy
Court approval to employ Kurtzman Carson Consultants LLC as their
claims, noticing and balloting agent.

Prior to the petition date, the Debtors paid KCC a $25,000
retainer.

Albert Kass, vice president of Corporate Restructuring Services at
KCC, attests that the firm neither holds nor represents an
interest materially adverse to the Debtors' estates, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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 Alvarez &
Marsal North America LLC, restructuring consultants; Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Asks Court to Approve Alvarez & Marsal Hiring
----------------------------------------------------------
The Merit Group Inc. asks the Bankruptcy Court to bless its
engagement of Alvarez & Marsal North America, LLC, as the Debtors'
financial advisors.

A&M was initially engaged on Nov. 29, 2010, to provide financial
advisory services to the Debtor in connection with its liquidity,
business plan and cash initiatives.  On April 28, 2011, A&M was
re-engaged to provide a new engagement team to continue with the
services of the Prior Engagement as well as assist the Debtors
with the preparation of the Chapter 11 cases.

A&M will 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.

The Debtors have chosen Morgan Joseph LLC to act as its investment
banker.  A&M will work closely with Morgan Joseph to prevent any
duplication of efforts in the course of advising the Debtors.

A&M managing director Jonathan C. Hickman affirms that A&M: (i)
has no connection with the Debtors, their creditors, other parties
in interest, or their attorneys or accountants, or the United
States Trustee or any person employed in the Office of the United
States Trustee; (ii) does not hold any interest adverse to the
Debtors' estates; and (iii) believes it is a "disinterested
person" as defined by section 101(14) of the Bankruptcy Code.

A&M's hourly billing rates are:

          Managing Director        $600-$850
          Director                 $450-$625
          Associate                $300-$450
          Analyst                  $225-$300

The parties also agreed to indemnification provisions.

A&M received $10,000 as retainer in connection with a prior
engagement where the Company was engaged to provide advisory
services.  In the 90 days prior to the Petition Date, A&M received
retainers and payments totaling $295,443.18.  A&M has applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.  The unapplied residual
retainer, which is estimated to total $10,000, will not be
segregated by A&M in a separate account, and will be held until
the end of the Chapter 11 cases and applied to A&M's finally
approved fees in these proceedings.

A&M received $100,000 as retainer in connection with the current
engagement where the Company was re-engaged to provide a new
engagement team to continue the services of the Prior Engagement
as well as assist the Debtors with the preparation of the Chapter
11 cases.  In the 90 days prior to the Petition Date, A&M received
retainers and payments totaling $330,321.79 in aggregate for these
services performed for the Debtors.  A&M has applied these funds
to amounts due for services rendered and expenses incurred prior
to the Petition Date.

The unapplied residual retainer, which is estimated to total
approximately $100,000, 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.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group 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; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MIDWEST FAMILY: Moody's Affirms Ratings on Housing Revenue Bonds
----------------------------------------------------------------
Moody's affirms the ratings assigned to the Midwest Family Housing
LLC Military Housing Taxable Revenue Bonds (Navy Midwest Housing
Privatization Project) 2006 Series A Class I at Baa3; Class II at
Ba3; Class III at B3; & Class IV at B3. The outlook assigned to
the Bonds has been revised to stable.

RATING RATIONALE

The affirmation on the Bonds and change in outlook reflects the
improving performance of the overall project.

CREDIT DISCUSSION:

CREDIT STRENGTHS

   -- The Project has shown growth in occupancy.

   -- Increase in BAH for 2011

   -- Improvement in debt service coverage.

   -- Funds in the Construction Fund are available to pay debt
      service through the end of IDP.

CREDIT CHALLENGES

   -- The deterioration of the credit quality of the debt service
      reserve fund provided by mean of surety has diminished
      management's ability to potentially address unforeseen
      problems such as decline in net operating income in periods
      of economic downturns, increased competition from outside of
      the gate housing or as a result of military deployments or
      restructurings.

   -- Construction completion is highly dependent on the sale of
      several parcels of land.

RECENT DEVELOPMENTS

The increase in 2010 BAH rate together with a decrease in expenses
resulted in 1.15x overall debt service coverage for the 2010. The
2010 BAH increase was 1.53% and increases to 6.36% in 2011. Debt
service coverage for each class is as follows: Class I 2.47x;
Class II 1.58x; Class III 1.20x and Class IV 1.15x. Coverage based
on MADS increased to 1.12x.

Outlook

The outlook on the Bonds is stable.

WHAT COULD CHANGE THE RATING UP

   -- Increases in the project revenue that result in higher debt
      service coverage levels over a period of several years.

   -- Replacement of the debt service reserve surety bond with
      cash or an appropriate rated surety provider.

WHAT COULD CHANGE THE RATING DOWN

   -- Significant decline in BAH levels or a long period of no
      growth.

   -- Further declines in debt service coverage resulting from
      reductions in occupancy or increases in expenses.

   -- Uncertainty of future financial performance and with
      completion of IDP.

METHODOLOGY

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MMRGLOBAL INC: Sold Common Stock Exceeds 5% Threshold
-----------------------------------------------------
According to a regulatory filing, the aggregate number of shares
of common stock sold in unregistered transactions by MMRGlobal,
Inc., exceeded the 5% threshold.  The following is a description
of all sales of unregistered shares of Common Stock by the Company
since May 6, 2011, the completion of the fiscal year for which the
Company's most recent quarterly report on form 10-Q was filed:

On May 10, 2011, the Company granted 1,000,000 shares of common
stock to a vendor as part of an agreement for services rendered.

On May 16, 2011, the Company granted 2,406,679 shares of common
stock to a note holder who exercised a right to convert $67,387 of
a convertible promissory note.

On May 20, 2011, the Company granted 4,782,258 shares of common
stock to a note holder who exercised a right to convert $125,000
and other consideration for a convertible promissory note and a
warrant to purchase 750,000 shares of common stock.

On May 20, 2011, the Company granted 5,738,710 shares of common
stock to a note holder who exercised a right to convert $150,000
and other consideration for a convertible promissory note and a
warrant to purchase 900,000 shares of common stock.

On May 20, 2011, the Company granted 543,871 shares of common
stock to a note holder who exercised a right to convert $15,000
and other consideration for a convertible promissory note and a
warrant to purchase 60,000 shares of common stock.

On May 23, 2011, the Company granted 4,532,258 shares of common
stock to a note holder who exercised a right to convert $125,000
and other consideration for a convertible promissory note and a
warrant to purchase 500,000 shares of common stock.

On May 23, 2011, the Company granted 4,532,258 shares of common
stock to a note holder who exercised a right to convert $125,000
and other consideration for a convertible promissory note and a
warrant to purchase 500,000 shares of common stock.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$1.87 million in total assets, $7.18 million in total liabilities,
and a $5.31 million total stockholders' deficit.


MMRGLOBAL INC: Enters Into 5th Amended & Restated Promissory Note
-----------------------------------------------------------------
MMRGlobal, Inc., its subsidiary MyMedicalRecords, Inc., and The
RHL Group, Inc., entered into that certain Fifth Amended and
Restated Promissory Note, effective as of April 29, 2011.  The
Amended Note amends and restates that certain Fourth Amended and
Restated Promissory Note entered into between the foregoing
parties, effective April 29, 2010, by extending the maturity date
of the Existing Note for one year to April 29, 2012.  Other than
the term, the Amended Note does not materially alter the remaining
terms of the Existing Note.

The RHL Group is a significant stockholder of the Company and is
wholly-owned by Robert H. Lorsch, Chairman, Chief Executive
Officer and President of the Company and of MMR.  In connection
therewith, the Company also executed a renewal of the existing
Guaranty in favor of The RHL Group to guarantee MMR's payment
under the Credit Facility and Amended Note (the "Guaranty").

Historically, the Existing Notes have, over time, increased the
maximum amount of MMR's obligations in earlier notes from $100,000
to $1,000,000 to $3,000,000.  The Amended Note continues to bear
interest at the lesser of 10% or the highest rate then permitted
by law, and is secured (similar to the Existing Note) by the
existing Security Agreement, which has been in effect since July
31, 2007.

The Amended Note has a balance of $1,359,268, which includes a
one-time loan origination fee for the year.  In connection with
the Amended Note, and in addition to the Origination Fee, the
Company has issued The RHL Group warrants to purchase 2,718,536
shares of the Company common stock at $0.051 per share.  On May
26, 2011, the RHL Group has elected to exercise its right to
convert 1.6 million shares of the Company's stock at $0.125 cents
per share which is approximately 300% of today's closing market
price, in consideration of the loan origination fee.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$1.87 million in total assets, $7.18 million in total liabilities,
and a $5.31 million total stockholders' deficit.


MTPCS HOLDINGS: S&P Withdraws B' Preliminary Ratings
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary
ratings on Wayne, Pa.-based MTPCS Holdings LLC (d/b/a Cellular
One) after the company cancelled plans for its proposed senior
credit facility. "We previously assigned a preliminary corporate
credit rating of 'B' and preliminary issue rating of 'B' on March
30, 2011," S&P said.


NET TALK.COM: Elects to Change Fiscal Year End to Dec. 31
---------------------------------------------------------
Net Talk.com, Inc., elected to change its fiscal year from
Sept. 30, to Dec. 31.  The Company will file Form 10 K for the
Company's fiscal year Sept. 30, 2011, and file a short period Form
10 K for new accounting year ending Dec. 31, 2011.  The Company
will comply with full disclosure on effect of changing its
accounting period.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at March 31, 2011, showed
$4.74 million in total assets, $38.27 million in total
liabilities, all current, $2.55 million in redeemable preferred
stock $0.001 par value, and a $36.09 million total stockholders'
deficit.

Net Talk.com reported a net loss of $6.31 million on $737,498 of
revenues for the fiscal year ended Sept. 30, 2010, compared with a
net loss of $2.74 million on $115,571 of revenues in fiscal 2009.


NEW ORLEANS AUCTION: Wins Approval of $500,000 Funding
------------------------------------------------------
Roland Arkell at Antiques Trade Gazette reports that New Orleans
Auction Galleries last month obtained approval from the bankruptcy
judge of a financing arrangement that allows local firm
Aschaffenburg Assets to loan $500,000 of the funds to enable the
reorganization to proceed and, according to the auctioneer's
lawyers, ensure all the vendors are paid in full.

The report relates the court was told in April that NOAG needed
$562,334 to satisfy the immediate claims of around 200 unpaid
vendors, with total liabilities reported at close to $4 million.
The largest creditor is Texas dealer Susan D. Krohn, the owner of
Cakebread Art Antiques Collectibles of Houston, who is owed $2
million.  Other outstanding invoices include $143,445 to Rare Art
Inc. in New York; $85,862 to First Bank and Trust Visa in New
Orleans and $61,000 to MPress, a New Orleans printing company.

The judge, according to the Gazette, also approved an order
mandating that all funds received by the auction house be kept in
three separate accounts: one for company funds money; one for
funds from the sale of inventory pledged by the auctioneers to
their bank as collateral for a loan; and one for all funds
realised from consigned goods.

Based in New Orleans, Louisiana, New Orlean Auction Galleries Inc.
filed for Chapter 11 bankruptcy protection on April 1, 2011
(Bankr. E.D. La. Case No. 11-11068).  Judge Elizabeth W. Magner
presides over the case.  Stewart F. Peck, Esq., Christopher T.
Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl
Wheaton Peck Rankin & Hubbard, represent the Debtor.  The Debtor
selected Pontchartrain Financial LLC as financial advisor, and
Patrick Gros CPA as accountant.  The Debtor estimated assets of
$100,000 and $500,000, and debts of $1 million and $10 million.


NEXITY FINANCIAL: Wants Case Converted to Chapter 7
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nexity Financial Corp. gave up hope of reorganizing
now that the bank subsidiary has been taken over by regulators and
sold.  Nexity filed a motion in May for conversion of the Chapter
11 case to a liquidation in Chapter 7.  A hearing on the motion
will be held June 29.

Mr. Rochelle recounts that before the Chapter 11 filing in July
2010, the Nexity holding company had worked out a prepackaged plan
that had been accepted by holders of 96% of the $22 million in
trust preferred securities who voted.  Winning court approval and
implementing the plan required raising $175 million through a
private placement.  Nexity explained how the inability to raise
the required new capital led regulators to take over Nexity Bank
in April.  The remaining assets consist of $812,000 cash, the
court filing said. A Chapter 11 plan is no longer feasible, the
company said.

                   About Nexity Financial

Nexity Financial Corporation -- http://www.nexitybank.com/--
provides capital and support services for community banks.  Its
bank subsidiary, Nexity Bank, is operating under a cease and
desist order issued by regulators.  Birmingham, Alabama-based
Nexity had net losses of $26 million in 2009 and $13 million in
2008.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-12293) on July 22, 2010.  Drew G. Sloan, Esq.;
Mark D. Collins, Esq.; and Michael Joseph Merchant, Esq., at
Richards Layton & Finger, assist the Company in its restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

The U.S. Trustee did not establish an Official Committee of
Unsecured Creditors due to insufficient interest.


NEXSTAR BROADCASTING: Ten Directors Elected at Annual Meeting
-------------------------------------------------------------
At the Annual Meeting of Stockholders of Nexstar Broadcasting
Group, Inc., held on May 24, 2011, stockholders elected ten
persons to serve as directors:

   (1) Perry A. Sook
   (2) Erik Brooks
   (3) Jay M. Grossman
   (4) Brent Stone
   (5) Tomer Yosef-Or
   (6) Royce Yudkoff
   (7) Geoff Armstrong
   (8) Michael Donovan
   (9) I. Martin Pompadur
  (10) Lisbeth McNabb

Stockholders also approved:

   (a) a proposal to ratify the appointment of
       PricewaterhouseCoopers LLP as the Company's independent
       registered public accounting firm for the year ended
       Dec. 31, 2011; and

   (b) the compensation of the Company's Named Executive Officers.

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company's balance sheet at March 31, 2011, showed
$582.60 million in total assets, $763.79 million in total
liabilities, and a $181.19 million total stockholders' deficit.

The Company reported a net loss of $1.81 million on
$313.35 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $12.61 million on $251.97 million of
net revenue during the prior year.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NEXTMART INC: Posts $164,600 Net Loss in Q2 Ended March 31
----------------------------------------------------------
NextMart, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $164,653 on $0 revenue for the three months ended
March 31, 2011, compared with a net loss of $6.1 million on $0
revenue for the same period of the prior fiscal year.

The Company had an impairment loss of assets held for sale of
$5.7 million during the 2010 period.

For the six months ended March 31, 2011, the Company had a net
loss of $268,010 compared with a net loss of $6.2 million for the
comparable period in 2010.

The Company's balance sheet at March 31, 2011, showed $1.4 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $1.7 million.

As reported in the Troubled Company Reporter on Jan. 19, 2011,
Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about NextMart, 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 the Company
has incurred significant losses from operations for the two years
ended Sept. 30, 2010, and has a working capital deficiency.

Beijing, PRC-based NextMart, Inc., was originally incorporated
under the laws of Minnesota in 1972 and was previously known as SE
Global Equity.  In May 2007, the Company reincorporated into the
State of Delaware and changed its name to NextMart, Inc.
NextMart's planned business operations for 2011 will consist of 1)
the sale of marketing solutions through art events and art media
marketing channels, and 2) the design and marketing of art-themed
products lines for existing luxury and high-end goods and
services, and art themed real estate developments.


NJ AFFORDABLE HOMES: Court Refuses to Halt Suit v. Otlowski
-----------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth denied the request of George
J. Otlowski, Jr., to enjoin prosecution of an adversary proceeding
against him pursuant to Sections 362(a)(1) and 105(a) of the
Bankruptcy Code.  Mr. Otlowski alleges continuing prosecution
threatens the administration of the NJ Affordable Homes Corp.
bankruptcy estate.  Mr. Otlowski argues that if he is forced to
tender the defense to his liability insurers, it will provide
grounds for termination of the Trustee Settlement Agreement
approved by the Court.  The TSA provides for the payment of
substantial sums by the insurers to the Trustee.  The Plaintiffs,
Donald and Patricia McHugh respond by asserting that: (1) they did
not release their claims under the TSA and therefore no basis
exists to deprive their right to seek recovery from Mr. Otlowski,
a non-debtor party; (2) the fact that Mr. Otlowski has settled
claims with the Trustee does not prevent the Plaintiffs from
prosecuting their independent claim against him; and (3) Mr.
Otlowski neither provides evidence to support his assertion that
the action threatens the viability of the TSA nor that the TSA is
even relevant to the proceeding as the Plaintiffs were not
signatories to that agreement.

In his Letter Opinion dated May 11, 2011, Judge Steckroth said he
is not convinced that allowing the litigation to proceed will
significantly affect the administration of the bankruptcy case.

The case is McHugh, et al. v. Otlowski et al., Adv. Proc. No.
10-02348 (Bankr. D. N.J.).  A copy of Judge Steckroth's opinion is
available at http://is.gd/IejcPtfrom Leagle.com.

Andrea Dobin, Esq. -- adobin@sternslaw.com -- at Sterns &
Weinroth, P.C., argues for the Plaintiffs.

Gary S. Jacobson, Esq. -- gjacobson@heroldlaw.com -- at Herold
Law, P.A., represents George J. Otlowski, Jr.

                     About NJ Affordable Homes

Headquartered in Woodbridge, New Jersey, NJ Affordable Homes Corp.
was a real estate investment company that purports to use
investors' monies to purchase residential and commercial property,
renovate the property, and sell the property at a profit.

On Sept. 12, 2005, the U.S. Securities and Exchange Commission
sought and obtained from the U.S. District Court for the District
of New Jersey a temporary restraining order that, among other
things, froze the assets of NJ Affordable Homes Corp. and Wayne
Puff and appointed a temporary receiver over the assets of NJAH.
The SEC alleged that "from at least 1999 to the present, the
defendants sold, in unregistered offerings, at least $40 million
in notes to more than 490 investors located throughout the United
States in connection with their participation in a Ponzi scheme."

The District Court appointed Nicholas H. Politan, a former federal
judge, as the receiver for NJAH.  On Nov. 17, 2005, the Court
authorized the receiver to file a chapter 7 petition (Bankr. D.
N.J. Case No. 05-60442) on behalf of NJAH.  Mr. Forman was then
appointed by the United States Trustees Office, a branch of the
U.S. Department of Justice, as the chapter 7 Trustee for NJAH's
bankruptcy estate.  The U.S. Bankruptcy Court granted the
Trustee's motion to sell all 340 properties owned and controlled
by NJAH in a real estate auction to be conduced by Sheldon Good &
Company Auctions NorthEast in conjunction with DJM Realty.


NMT MEDICAL: To Sell BioTREK to Pay Off Creditors
-------------------------------------------------
NMT Medical, Inc. will sell its BioTREK technology platform, which
has been assigned to Joseph F. Finn, Jr., C.P.A. of the firm Finn,
Warnke & Gayton, LLP to be liquidated for the benefit of NMT
Medical creditors, at its sealed bid sale of June 10, 2011.

BioTREK is a technology platform that utilizes a novel
bioabsorbable polymer to create a family of percutaneous devices
for repair or remodeling of intracardiac defects including patent
foramen ovale (PFO), atrial septal defect (ASD) and left atrial
appendage (LAA).  Unlike other bioabsorbable cardiac implants,
BioTREK implants are rendered radiopaque for fluoroscopic
visualization using a proprietary technology developed by NMT
Medical.

The intellectual property, patents, etc. will be sold at a sealed
bid sale on Friday, June 10, 2011 at noon.  Persons interested in
bidding must sign a Confidentiality Disclosure Agreement ("CDA")
obtained from Finn's Office - jffinnjr@finnwarnkegayton.com or
781-237-8840.  They will then receive a bid package.

                       About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is a founding partner of the firm
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts.
He works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NORANDA ALUMINUM: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Noranda Aluminum Holding Corp. to 'B+' from 'B'.
The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on subsidiary Noranda Aluminum Acquisition Corp.'s senior secured
credit facilities to 'BB' (two notches above the corporate credit
rating) from 'B+' and the recovery rating on the facility to '1',
indicating the expectation of very high (90% to 100%) recovery in
the event of a payment default, from '2'.

Standard & Poor's also raised the issue-level rating on Noranda
Aluminum Acquisition Corp.'s senior unsecured notes due 2015 to
'B' (one notch below the corporate credit rating) from 'CCC+' and
revised the recovery rating to '5', indicating the expectation of
modest (10% to 30%) recovery in the event of a payment default,
from '6'.

"The corporate credit upgrade reflects our expectation that higher
aluminum prices and continued recovery in end-market demand will
likely result in a further improvement in Noranda's operating
performance in the next year," said Standard & Poor's credit
analyst Fred Ferraro. The upgrade also acknowledges
the significant debt reduction that the company has achieved.

"The stable rating outlook reflects our expectation that Noranda's
operating performance over the next 12 months will continue to
modestly improve as a consequence of a gradual recovery in end-
market demand," Mr. Ferraro added.

The ratings on Franklin, Tenn.-based Noranda reflect the company's
limited operating diversity, its exposure to the highly cyclical
aluminum industry, its relatively high cost position (absent
earnings credits from bauxite and alumina sales), and its
significant overall financial risk profile in Standard & Poor's
assessment. Still, the ratings reflect the improvement in aluminum
prices and demand compared with 2009 and early 2010 as well as the
company's more manageable balance sheet, largely attributed to
Noranda's equity offerings and value realized from unwinding of
its aluminum hedges.

Noranda, a primary aluminum producer with downstream operations,
has a vertically integrated upstream segment which can account for
more than 80% of EBITDA. However, this segment operates only one
smelter, thus highlighting the risk associated with the company's
limited operating diversity, as any disruption has the potential
to severely affect overall financial results.


NURSERYMEN'S EXCHANGE: To Sell Some Properties to Pay Off Debt
--------------------------------------------------------------
Nurserymen's Exchange Inc., a large wholesaler of BloomRite brand
plants that has sought bankruptcy protection, has plans to sell
some of its land so it can pay down its debt.

Clay Lambert at Half Moon Bay Review reports that Nurserymen's
Exchange is selling a 28-acre swath of land zoned for residential
development to an unnamed Bay Area company.

Chief Executive Officer Jack Pearlstein said the Debtor has
secured a $5 million loan to continue operations and that
employees and customers should see no immediate change in those
operations.

The land sale, according to Half Moon Bay Review, would put the
Company in a better position to pay creditors, and company counsel
Don Mendel said the land -- which had once been used as a driving
range -- had long been considered a strategic asset.  Since 1985,
the Company has been paying an assessment that would allow for 79
sewer connections if the land were ever developed.  Those rights
are now transferable to the new owner.

The Company said they had been in discussions with other companies
in the horticultural industry and that there was interest in
buying Nurserymen's.  Money to pay the Company's debts could also
come from a financial firm with no ties to agriculture.

The Company also announced that the Salinas regional entity of the
California Agricultural Labor Relations Board has petitioned the
statewide board to dismiss an election petition from the United
Farm Workers of America labor union.  The latest turn concerns
whether the Company was at 50% of peak employment at the time of a
vote by the Company's current and laid-off employees that
indicated support for union representation.

Half Moon Bay, California-based Nurserymen's Exchange is a family-
owned broker between growers and retail outlets.  Founded in 1941,
Nurserymen's has long been among the Coastside's biggest
employers.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.


OPUS WEST: Settles Suit Over Siphoned Earnings
----------------------------------------------
Christa Meland at TwinCities Business reports that Opus
Corporation settled a lawsuit brought by subsidiary Opus West,
which claimed that it siphoned vast portions of Opus West earnings
and kept the subsidiary in a constant state of financial
dependency that ultimately led to bankruptcy.

The case, which dates back to 2009, was officially dismissed
April 29.  The parties aren't revealing the terms of the
settlement.  But the Star Tribune, citing "two people familiar
with the case," said that they secretly settled last month in
Dallas for $45 million.  The case was set to go to trial within a
matter of days.

According to the report, about one-third of the settlement -- or
$15 million -- will go to lawyers, the sources told the
Minneapolis newspaper.  Most of the remaining $30 million will
reportedly go to the two largest creditors in Phoenix-based Opus
West's bankruptcy case: Bank of America and Wells Fargo Bank.  The
two banks were collectively owed more than $260 million.

Approximately $3 million will be shared by about 150 Opus West
employees who lost their jobs when the subsidiary filed for
bankruptcy in 2009, according to the unnamed sources.

Opus West's lawsuit claimed that Minnetonka-based Opus Corporation
routinely engaged in "self-dealing transactions, blindly siphoning
tens of millions of dollars that left Opus West with almost non-
existent levels of working capital..."

According to the suit, 10% of Opus West's pretax income went to
charity-and three-quarters of the subsidiary's remaining income
went to Opus Corporation. Opus Corporation and its executives knew
that the payments were leaving Opus West "chronically
undercapitalized," according to Opus West's complaint.

                    About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.


OPTIMUMBANK HOLDINGS: Jerry Grace Resigns from Board
----------------------------------------------------
Jerry Grace resigned from the Board of Directors of OptimumBank
Holdings, Inc., and its bank subsidiary, OptimumBank on May 23,
2011.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

As reported by the TCR on April 20, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, noted that the Company's
operating and capital requirements, along with recurring losses
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed $183.80
million in total assets, $182.12 million in total liabilities and
$1.67 million in total stockholders' equity.


ORAGENICS, INC: Names John Bonfiglio as President and CEO
---------------------------------------------------------
Oragenics, Inc., announced that effective May 25, 2011, John N.
Bonfiglio, Ph.D. will be the Company's new President and Chief
Executive Officer, as well as serve on the Company's Board of
Directors.

Most recently, Dr. Bonfiglio worked as the President and Chief
Executive Officer and as a director of Transdel Pharmaceuticals,
Inc.  Prior to that he worked as the President and Chief Executive
Officer of Argos Therapeutics in Durham, NC and prior to that he
was the Chief Executive Officer of The Immune Response Corporation
in Carlsbad, CA.  He was also the Chief Executive Officer of
Peregrine Pharmaceuticals and held senior management positions
with Cypress Biosciences, Baxter Healthcare and Allergan, Inc.

Dr. Frederick Telling, the Company's Chairman said, "After an
extensive search for a candidate with demonstrated leadership and
experience, we are fortunate to have someone with John's talent
and skill to lead the Company. John brings a significant depth of
public company experience and experience in the pharmaceutical
industry that will be invaluable to us as we continue to market
our probiotic products and develop our technologies."

Dr. Bonfiglio said "I believe Oragenics has tremendous potential
with its currently marketed ProBiora3 oral probiotic products, its
SMaRT Replacement Therapy candidate and a pipeline of novel
antibiotic candidates.  I look forward to the challenges of
building on the foundation that currently exists at Oragenics to
add shareholder value."

"I am very pleased to have the opportunity to lead this company.
My focus will be to shepherd the Company's technologies through
the various stages of testing to eventual commercialization and to
expand the Company's sales of Probiora3 probiotics."  Dr.
Bonfiglio said "I am also committed to seeking out new sources of
financing, and the possible outlicensing of other Company-owned
therapeutic platforms.  All of these activities are directed
toward providing some of the resources and capital needed to put
the Company on track toward long term success."

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. (OTC BB: ORNI)
-- http://www.oragenics.com/-- is a biopharmaceutical company
focused primarily on oral health products and novel antibiotics.
Within oral health, Oragenics is developing its pharmaceutical
product candidate, SMaRT Replacement Therapy, and also
commercializing its oral probiotic product, ProBiora3.  Within
antibiotics, Oragenics is developing a pharmaceutical candidate,
MU1140-S and intends to use its patented, novel organic chemistry
platform to create additional antibiotics for therapeutic use.

The Company's balance sheet at March 31, 2011, showed $1.2 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.


ORDWAY RESEARCH: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Ordway Research Institute, Inc. filed with the U.S. Bankruptcy
Court for the Northern District of New York, its schedules of
assets and liabilities, disclosing:

  Name of Schedule                   Assets         Liabilities
  ----------------                  -------         -----------
A. Real Property                  $1,300,000
B. Personal Property              $5,315,279
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $7,496,222
E. Creditors Holding
   Unsecured Priority
   Claims                                              $202,263
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $11,004,576
                                 -----------        -----------
      TOTAL                       $6,615,279        $18,703,061

                       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.N.Y. 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


OSAGE EXPLORATION: Inks Participation Pact with Slawson and USE
---------------------------------------------------------------
Osage Exploration and Development, Inc., entered into a
participation agreement with Slawson Exploration Company and U.S.
Energy Development Corporation.  Pursuant to the terms of the
Participation Agreement, Slawson and USE acquired 45% and 30%
respectively of the Company's 10,000 acre Nemaha Ridge prospect
located in Logan County, OK for gross consideration of $4,875,000.
The Parties have a 60-day period from the signing of the
Participation Agreement to conduct further due diligence and to
confirm the acreage assigned.  In addition, the Parties shall
carry Osage for 10% of the cost of the first three horizontal
Mississippian wells.  Slawson will be the operator of all wells in
the Nemaha Ridge Prospect.  Revenue from wells drilled pursuant to
the Participation Agreement will be allocated 45% to Slawson, 30%
to USE and 25% to Osage.

The Company used the net proceeds from the above transaction to
retire (i) the $500,000 secured promissory note, issued on January
24, 2011, (ii) the $200,000 secured promissory note issued on
April 6, 2011 and (iii) all accrued interest due on the $500,000
secured promissory note.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company reported a net loss $1.62 million on $1.83 million of
total operating revenues for the year ended Dec. 31, 2010,
compared with a net loss of $2.32 million on $2.81 million of
total operating revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.91 million in total assets, $1.66 million in total liabilities,
and $1.24 million in total stockholders' equity.

GKM, LLP expressed substantial doubt about the Company's ability
to continue as a going concern.  GKM noted that the Company has
suffered recurring losses from operations and has an accumulated
deficit as of Dec. 31, 2010.


PARK AVENUE RADIOLOGISTS: Bankr. Court Won't Hear Employment Suit
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn dismissed Park Avenue Radiologists,
P.C.'s adversary proceeding against former employee John Melnick,
M.D., for lack of subject matter jurisdiction.  Park employed Dr.
Melnick under a multi-year employment contract with a restrictive
covenant prohibiting post-termination employment within a
specifically designated area of an approximately 1-1/4 mile radius
of Park.  The Complaint alleges Dr. Melnick resigned from Park's
practice on March 12, 2010, and began working for a competing
radiology practice in violation of the restrictive covenant.  Dr.
Melnick moved to dismiss the Complaint.  The case is Park Avenue
Radiologists, P.C., v. John Melnick, M.D., Adv. Proc. No. 10-05463
(Bankr. S.D.N.Y.).  A copy of the Court's May 31, 2011 Memorandum
Opinion is available at http://is.gd/jUfBFgfrom Leagle.com.

Mark A. Angelov, Esq. and David N. Wynn, Esq. --
angelov.mark@arentfox.com and wynn.david@arentfox.com -- at Arent
Fox LLP, represent Park Avenue Radiologists in the lawsuit.

John M. Brickman, Esq. -- jbrickma@alcllp.com -- at Ackerman,
Levine, Cullen, Brickman & Limmer, LLP, argues for John Melnick,
M.D.

                  About Park Avenue Radiologists

Park Avenue Radiologists P.C. is a private radiology medical
practice located at 525 Park Avenue, New York.  Park and two
affiliates filed chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Case Nos. 09-14929 through 09-14931) on Aug. 11, 2009, represented
by Arnold Mitchell Greene, Esq. -- amg@robinsonbrog.com -- at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C.  The Debtors'
reorganization plans were confirmed on Aug. 26, 2010, and became
effective on Nov. 15, 2010.  The Plan provided for distributions
to unsecured creditors, and allowed Dr. Marc Liebeskind to retain
a 100% equity interest in Park in exchange for guaranteeing
obligations under the Plan and waiving distributions owed him.


PATRIOT PLACE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patriot Place, Ltd.
        7355 Remcon Circle, Suite 200
        El Paso, TX 79912

Bankruptcy Case No.: 11-31024

Chapter 11 Petition Date: May 30, 2011

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

Judge: H. Christopher Mott

Debtor's Counsel: Carlos A. Miranda, III, Esq.
                  CARLOS A. MIRANDA, III & ASSOCIATES P.C
                  5915 Silver Springs, Building 7
                  El Paso, TX 79912
                  Tel: (915) 587-5000
                  Fax: (915) 587-5001
                  E-mail: cmiranda@mirandafirm.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 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-31024.pdf

The petition was signed by David Brandt, trustee of Hawkins Plaza
Trust, general partner.


PHYTOMEDICS INC: Files for Chapter 7 Liquidation
------------------------------------------------
Dow Jones' DBR Small Cap reports that Phytomedics Inc. has filed
for Chapter 7 bankruptcy liquidation after raising about $24
million in venture capital.  Phytomedics Inc. is a biotechnology
company that sought to develop drugs and consumer products solely
from plant sources.


PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds From 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'BB' on Princeton, W.Va.'s series 1993 and 1999 revenue
bonds, issued for Princeton Community Hospital (PCH).

"The upgrade reflects our assessment of PCH's sustained
improvement in operating results and cash flow over the past
several years that has contributed to improved balance sheet
metrics that are more consistent with an investment-grade rating,"
said Standard & Poor's credit analyst Stephen
Infranco.

In addition, fiscal 2010 results were in line with management's
expectations despite some underlying business volume pressure and
reduction in net patient revenue. Management responded by
implementing cost-containment initiatives that have offset the
reduced revenue with reductions in operating expenses. Through the
nine-month interim period ended March 31, 2011, business volume,
particularly admissions, are up significantly compared with the
previous year's results and are more in line with historical
trends and budgeted expectations, driving an operating margin of
roughly 4%.

The 'BBB-' rating further reflects Standard & Poor's view of
PCH's:

    * Relatively stable and leading market share;

    * Good operating performance with an operating surplus for the
      nine month interim period ended March 31, 2011, which is
      significantly better than budget and prior-year results; and

    * Strong balance sheet for the rating, characterized by good
      liquidity and moderate leverage as of March 31, 2011,
      coupled with an all fixed-rate debt profile.

Partly offsetting credit trends include what Standard & Poor's
considers:

    * Weak demographic factors, including a declining population
      base and below-average income levels;

    * Some underlying pressure on business volume, particularly in
      fiscal 2010, partly due to unfavorable economic conditions,
      historically weak demographic factors, and some physician
      recruitment needs; and

    * A high Medicaid population which when combined with the
      Medicare and self-pay population, constrains revenue growth.

The outlook is stable based on Standard & Poor's assessment of
PCH's sustained improvement in operations, cash flow, and
liquidity, allowing for greater flexibility to handle operating
stress at the current rating level. Standard & Poor's expects
capital needs to be manageable and within the hospital's
ability to finance with internally generated cash flow.
Consideration for a positive outlook or higher rating would be
possible if PCH could demonstrate more consistency in business
volumes, especially given the weaker demographics of the service
area, accompanied by sustained improvement in liquidity and
leverage metrics. While not expected, a substantial decline in
operating income or balance sheet strength could pressure the
rating, as could an unexpected and large capital program or
related debt issuance.

A revenue pledge of PCH secures the bonds.


PROSPERITY PARK: Court Rejects Plan & Allows Bank to Foreclose
--------------------------------------------------------------
Bankruptcy Judge J. Craig Whitley denied confirmation of
Prosperity Park, LLC's First Amended Disclosure Statement and Plan
of Reorganization and instead granted a request by Fifth Third
Bank for relief from the automatic stay to proceed with all of its
rights and remedies in, against, and to the Debtor's real
property.  The Court held that the Debtor's Plan does not meet the
requirements of confirmation under Section 1129(a) and Section
1129(b) of the Bankruptcy Code.  A copy of Judge Whitley's May 17,
2011 Order is available at http://is.gd/ROVydifrom Leagle.com.

Prosperity Park owns six pad sites on Prosperity Church Road in
northern Mecklenburg County, North Carolina.  Five of the sites
have an allowable building square footage of 6,000 square feet and
the sixth pad site has an allowable building square footage of
19,236 square feet.

The Bank is the holder of a Deed of Trust executed by the Debtor
and Charles Lindsay McAlpine for the benefit of the Bank dated
Jan. 8, 2002 and encumbers the Real Property.  The Deed of Trust
serves as security for a Promissory Note dated Jan. 8, 2002
executed by the Debtor for the benefit of the Bank in the original
amount of $1,900,000.

Prosperity Park filed for Chapter 11 bankruptcy (Bankr. W.D.N.C.
Case No. 10-31399) on May 18, 2010, represented by Joseph W.
Grier, III, Esq. -- jgrier@grierlaw.com -- at Grier, Furr & Crisp,
P.A.  It listed $1 million to $10 million in assets and debts.


PARKER BUILDING: To Convert Some Units to Apartments, Condos
------------------------------------------------------------
Eric Anderson at Times Union reports that the entity that owns the
Parker Inn, the downtown Schenectady, New York boutique hotel,
plans to convert some units to apartments and possibly
condominiums.  The hotel has continued operations.

Parker Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. N.D.N.Y. Case No. 11-11685) in Albany, New York, on
May 27, 2011.  Judge Robert E. Littlefield, Jr., presides over the
case.  Richard H. Weiskopf, Esq., at O'Connell & Aronowitz,
represents the Debtor.

The Debtor disclosed $2.4 million in liabilities and just $951,000
in assets.  Among those owed the most were Schenectady Metroplex
Authority, owed $684,000; New York Business Development Corp.,
owed $669,000; and First Niagara Bank, owed $306,000.  Christopher
Myers, managing member of the Debtor, is owed nearly $215,000.


PLAINFIELD APARTMENT: Sells Nine Properties for Under $16 Million
-----------------------------------------------------------------
Mike Spivey at MyCentralJersey.com reports that nine Plainfield
apartment properties on which a $17 million loan was taken out
in 2007 were recently sold at an auction for a little under
$16 million.  All nine properties formerly were managed by
Connolly Properties Inc., a real estate firm that once oversaw
about 60 properties in five municipalities, including nearly 30 in
Plainfield.  Almost all of those properties since have been sold
or lost in bankruptcy or foreclosure.

The report relates that the nine auctioned properties, totaling
nearly 300 housing units, were sold to five different buyers. East
Front Street Towers in the 600 block of East Front Street went for
a winning bid of about $2.3 million to David J. Benoj of Spring
Valley, N.Y.; Viola's Place in the 100 block of Crescent Avenue
went for about $1.3 million to Ali Salma of Saddle River; and
Franklin Arms on Franklin Place went for about $650,000 to
Santoshky N. Rana of Bloomfield, according to the filings.

A Plainfield resident, Anaka C. Mayers of Pemberton Avenue,
submitted winning bids of about $1.6 million and $825,000 for
Columbia Apartments and Cleveland Apartments, respectively; the
two buildings are next to each other in the 100 block of East
Seventh Street.  Columbia Apartments for years housed the Connolly
Properties headquarters and leasing office before the company
moved out in 2010, note Mr. Spivey.

Spencer Savings Bank, the bank that held the mortgages on all nine
properties, bought back the four remaining auction properties,
including Town & Country on West Seventh Street (with a high bid
of $3.1 million), Joyce Gardens on Clinton Avenue ($2.9 million),
Apex Apartments on Crescent Avenue ($1.7 million) and 9-23 Madison
Avenue Apartments ($1.6 million).

                           Pending Sales

According to the Asbury Park Press, in other developments
discussed in court, Trenk announced on behalf of Connolly
Properties officials that plans are proceeding to sell four
company-managed buildings in East Orange and a fifth, Carteret
Arms, in Trenton.  The two companies that own the five buildings
both filed for Chapter 11 bankruptcy protection last year.

According to Trenk, a "firm offer" was received for the East
Orange buildings, which total about 270 units.  Six bids for the
properties were received, Trenk said, and the highest, which he
said came in at about $12 million to $12.5 million, is being
targeted for acceptance.  Mark Slama, the attorney representing
the Federal National Mortgage Association, which holds the
mortgage on the buildings, said his client believes the offer
"merits consideration."

Trenk also said, according to the report, that a $125,000
marketing deal has been reached to advertise the sale of Carteret
Arms, the 270-unit, 14-story building that sits blocks away from
the State House near the banks of the Delaware River.  The
national real-estate marketing firm Sheldon Good will receive a 5
percent commission on a sale after it launches an advertising
campaign expected to last 60-75 days that will include
advertisements being placed in the Wall Street Journal, the
Philadelphia Inquirer and other regional media outlets.

Trenk also said that bankruptcy filings are expected to be made
later this month on Grand Court Villas, Livingston Apartments and
Julian Court, three companies that own individual apartment
entities managed by Connolly Properties.  But Connolly Properties
spokesman Ron Simoncini said that despite appearances, the company
is not looking to reduce its portfolio to city apartments alone.

"It would be difficult for us to seem enthusiastic about giving up
any of our properties -- we believe in all of them," the report
quotes Mr. Simoncini as saying.  "But the reality is ... the
intelligent strategy is for us to have some assets.  Which those
are will be based on economic opportunities, and not necessarily
regional preference."

                    About Plainfield Apartments

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company disclosed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).

According to the Troubled Company Reporter on April 28, 2010, a
federal judge converted the Chapter 11 bankruptcy case of
Plainfield Apartments LLC to Chapter 7 liquidation proceeding,
paving for Savings Bank to proceed with a foreclosure action.


PROVIDENT ROYALTIES: Court Dismisses Class Suit Over Ponzi Scheme
-----------------------------------------------------------------
Chief District Judge Julie E. Carnes dismissed the class action
complaint, Ron Brown, and Vivian Garcia, on behalf of themselves
and all others similarly situated, Plaintiffs, v. J.P. Turner &
Company, Defendant, Case No. 09-CV-2649 (N.D. Ga.), at the
defendant's behest, according to a May 17, 2011 Order & Opinion,
available at http://is.gd/ojCpiLfrom Leagle.com.

The class action arises out of an alleged Ponzi scheme
orchestrated by third party Provident Royalties, LLC.  Plaintiffs
invested in Provident, an entity that they believed to be involved
in oil and gas exploration, by purchasing securities in
Provident's affiliate Shale Royalties.  Plaintiffs purchased the
securities through a series of private placement offerings that
were promoted and sold by a network of broker-dealers, including
defendant.

                    About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owned working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 (Bankr. N.D.
Tex. Case No. 09-33886) on June 22, 2009.  Judge Harlin DeWayne
Hale presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint with the District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.  On July 2, 2009, the
District Court appointed Dennis L. Roossien, Jr., at Munsch Hardt
Kopf & Harr P.C. in Dallas, Texas, as receiver for the Debtors.
On July 20, 2009, the Bankruptcy Court named Mr. Roossien, Jr., as
the Debtors' Chapter 11 trustee.

Mr. Roossien, Jr., hired Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., also selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors.  Rochelle McCullough, LLP
represents the official investors committee.

The Company, in its petition, listed between $100 million and
$500 million each in assets and debts.

As reported in the Troubled Company Reporter on June 21, 2010, the
Chapter 11 Trustee, the official committee of unsecured creditors
and the official investors committee for Provident Royalties LLC
and its affiliates obtained confirmation of their plan of
liquidation.  The Plan provides 100% return to all creditors
on their claims with interest, and creates a liquidating trust to
pursue claims against third parties for the benefit of holders of
preferred stock interests.


QUANTUM FUEL: Sr. Lenders Demand $1-Mil. Under Term Note B
----------------------------------------------------------
On each of May 12, 2011 and May 17, 2011, Quantum Fuel Systems
Technologies Worldwide, Inc.'s senior lender demanded payment of
$500,000 (for an aggregate demand of $1,000,000) of principal due
under the promissory note referred to in the Company's financial
statements and notes to financial statements as "Term Note B."
The Company exercised its contractual right to satisfy the payment
demands in shares of its common stock and delivered 108,954 shares
on May 25, 2011, in payment of the demand made on May 12, 2011,
and will deliver 128,320 shares on May 31, 2011, in payment of the
demand made on May 17, 2011.

The shares issued by the Company to its senior lender were issued
to an accredited investor in a transaction exempt from
Registration pursuant to Section 4(2) of the Securities Act of
1933.  The transactions did not involve a public offering, were
made without general solicitation or advertising, and there were
no underwriting commissions or discounts.

                         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.


QUIGLEY CO: Pfizer Asks District Judge to Vacate Asbestos Opinion
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pfizer Inc. is asking U.S. District Judge Richard
Holwell to reverse an opinion he wrote on May 20 concluding that
Pfizer was directly liable for some asbestos claims arising from
products sold by its now non-operating subsidiary Quigley Company
Inc.

According to the report, Pfizer said in an e-mailed statement that
it has never been held liable by any court for claims stemming
from Quigley products.  Quigley has been in Chapter 11
reorganization more than six years.

Pfizer, Mr. Rochelle relates, argues in its motion that Judge
Holwell in New York improperly overruled findings of fact by the
bankruptcy judge in the process of saying that Pfizer wasn't
entitled to use the Quigley bankruptcy court to halt suits against
it for certain claims against the subsidiary.  New York-based
Pfizer also contends Judge Holwell changed the facts, thereby
removing Pfizer from the protection of the bankruptcy court, even
though Pfizer itself isn't in bankruptcy.  Perhaps of most
significance as a precedent for other asbestos bankruptcy cases,
Pfizer argues it was improper to find there was no jurisdiction in
the bankruptcy court to protect Pfizer.  Insurance shared by
Pfizer and Quigley by itself gives the bankruptcy court authority
to stop suits against both companies, Pfizer argues.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


RADIENT PHARMACEUTICALS: Gets Non-Compliance Notice from NYSE
-------------------------------------------------------------
Radient Pharmaceuticals Corporation received a letter dated
May 24, 2011, from NYSE Amex stating that because RPC did not file
its first quarter report on Form 10-Q for the quarter ended
March 31, 2011, on or before May 23, 2011, RPC is not compliant
with Sections 134 and 1101 of the Exchange's Company Guide and has
violated its listing agreement with the Exchange, pursuant to
which the Exchange is authorized to suspend and remove RPC's
securities from the Exchange pursuant to Section 1003(d) of the
Company Guide.  Upon the occurrence of such noncompliance, the
Exchange is required to issue a deficiency letter to the subject
issuer and the Exchange rules require the subject issuer to
publicly announce receipt of same.

As RPC publicly announced in its April 21, 2011, press release,
the Exchange's Listing Qualifications Panel decided to grant RPC's
request for additional time (until June 23, 2011) to demonstrate
and regain compliance with the Exchange's continued listing
requirements.  Although the Form 10-Q was not due at the time of
the Panel's decision, the Exchange's Staff is similarly granting
the Company until June 23, 2011, to file the Form 10-Q to
demonstrate compliance with the subject listing standards.  If the
Company fails to regain compliance by such time, the Exchange will
continue with delisting proceedings.  As previously disclosed, the
Company is diligently working toward filing the Form 10-Q on or
before June 7, 2011, however, there can be no assurance that it
will be able to do so.

By filing its Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2011, on May 25, 2011, RPC satisfied the Panel's
requirement to file such report before the compliance deadline.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.


REID PARK: Doubletree Hotel Has Cramdown Chapter 11 Plan
--------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg news, reports
that Reid Park Properties LLC filed together with its Chapter 11
petition a proposed reorganization plan designed for attempted
cramdown on the secured lender identified as Wachovia/Wells Fargo.

According to the report, the Debtor believes its hotel property is
worth $13.5 million.  The lender is owed $26.3 million on a first
mortgage and $3.7 million on a second mortgage.  If the Plan is
approved by the bankruptcy court, $13.5 million of the first
mortgage will be treated as a secured claim and paid over 20 years
at 5 percent interest.  There will be interest only for three
years, with principal amortized on a 30-year schedule.  The
remainder of the first-lien, about $12.9 million, along with the
second lien will be treated as unsecured claims.

The report notes the disclosure statement contains inconsistencies
about the treatment of unsecured claims.  On page 21, it said
unsecured creditors will be paid 1% when the plan is implemented
and 10% of profits over 10 years; while on page 30, it said
unsecured creditors, including the deficiency claims, will receive
5% of profits over five years.

Mr. Rochelle also notes that if the first-lien lender rejects the
plan, the owner will be obliged to invoke the cramdown process if
it's to exit Chapter 11.  Cramdown requires that at least one
class accept.  According to Mr. Rochelle, the Plan, with 21
separate classes, appears designed so at least one will accept.

                         About Reid Park

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC, in Tucson, serves as counsel to the Debtor.
According to its bankruptcy petition, Reid Park has $52 million in
liabilities and $14 million in assets.

A case summary for Reid Park is available in yesterday's edition
of the Troubled Company Reporter.


REITTER CORP: IRS Has Senior Lien Over Receivables
--------------------------------------------------
Bankruptcy Judge Enrique Lamoutte ruled that Reitter Corporation's
health insurance accounts receivables are a collateral categorized
as an account and not a general intangible under the Puerto Rico
Commercial Transactions Act, 19 L.P.R.A. Sec. 2006, Section
6323(c) of the IRC, 26 U.S.C. Sec. 6323(c) and pertinent
regulations.  The Internal Revenue Service -- not Banco Popular de
Puerto Rico -- is the senior lien holder over the Debtor's
accounts receivables which were generated on or after March 1,
2010.  A copy of the Court's May 13, 2011 Opinion and Order is
available at http://is.gd/fYYN7Pfrom Leagle.com.

San Juan, Puerto Rico-based Reitter Corporation d/b/a Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  Alexis Fuentes-Hernandez, Esq., at
Fuentes Law Offices, assists the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed US$20,440,765 in
total assets and US$17,250,033 in total debts.


RGB RESORT: Given Last Plan 'Exclusivity' Extension
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports RQB Resort LP was granted a third and last extension of
the exclusive right to propose a reorganization plan.  By
direction of the bankruptcy judge on May 27, the new deadline is
Sept. 1.  The resort said it has "identified" several investors
willing to provide capital.

The secured lender Goldman Sachs Mortgage Co. unsuccessfully
objected to the extension.

According to Mr. Rochelle, the bankruptcy court also granted the
resort owner the right until Aug. 26 to use cash representing
collateral for Goldman Sachs' secured claim.

By Sept. 1 the resort will have been in Chapter 11 for 18 months.
Bankruptcy law doesn't permit any further extension of so-called
exclusivity.  After Sept. 1, Goldman Sachs or any other creditor
can file a reorganization plan.

In January the bankruptcy judge in Jacksonville, Florida, ruled in
favor of Goldman Sachs by concluding that the property is worth
$132 million, compared with the $193 million balance on the
lender's mortgage, Mr. Rochelle recounts.  The resort filed a
motion for reconsideration and lost.  In placing a value on the
property, the court adopted the $132 million valuation proposed by
Goldman Sachs's expert.

                         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.


ROBB & STUCKY: Trademarks Fetch $470,000 at Auction
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Robb & Stucky Ltd., held an auction where the
trademarks and other intellectual property fetched $470,000.
Insiders, who were eventually outbid, made the first offer of
$125,000.  Streambank LLC served as agent and earned about
$105,000 in commissions and expense reimbursement.

                       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.


ROBERTS LAND: Files for Ch. 11 After Lender Nixed Repayment Offer
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg news, that
Roberts Land & Timber Investment Corp. and affiliate Union Land &
Timber Corp. filed for Chapter 11 protection when the principal
lender Farm Credit of Florida ACA wouldn't go along with a loan
restructuring.

According to Mr. Rochelle, court papers said the lender, owed
$11.3 million, turned down a proposal where it would receive
partial payments until 2015 when the bank would be paid in full
following "completion of development of a major industrial site."

The Debtor believes Farm Credit's collateral is worth
$26.7 million.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & Timber Corp. also sought Chapter 11
protection (Case No. 11-03853).

Roberts Land is a real estate developer in north Florida.  In its
schedules, the Debtor disclosed assets of $26.7 million with debt
totaling $12.2 million, all secured.  The principal properties are
1,500 acres in Baker County, Florida and 3,300 acres in Union
County, Florida.

A case summary for Roberts Land is in the May 30, 2011 edition of
the Troubled Company Reporter.


ROUND TABLE PIZZA: Reorganization Plan Faulted by GECC
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Electric Capital Corp., agent for the secured
lenders, said the reorganization plan proposed by Round Table
Pizza Inc. is "not a viable exit strategy."  Round Table filed a
reorganization plan in late April supported by neither the
official creditors' committee nor the secured lenders. The plan
proposes stretching out the payment on secured debt while existing
shareholders retain their stock and management receives bonuses.
GECC told the bankruptcy judge in Oakland, California, that none
of its interest has been paid since the Chapter 11 filing in
February.  Similarly, Round Table has paid none of the lenders'
professional costs. GECC is objecting to the payment of fees for
Round Table's lawyers unless its counsel is similarly paid. Round
Table has "never seriously considered" a sale, the lenders said.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUTE 70: "Collapsing" Doctrine Does Not Apply in Suit v. Bank
--------------------------------------------------------------
Route 70 & Massachusetts, L.L.C., v. The Bank, a commercial bank
chartered in the State of New Jersey, et al., Ad. Proc. No.
09-01473 (Bankr. D. N.J.), seeks, inter alia, to avoid, as a
fraudulent transfer, a mortgage granted from the Debtor to The
Bank.  The crux of the Debtor's claim is that the grant of the
mortgage was a fraudulent transfer because the proceeds of the
associated loan were immediately paid by the Debtor to one of its
founding members.  On Feb. 28, 2007, the Debtor and the Bank
entered into a loan agreement for $6.44 million, of which only
$3 million was advanced to the Debtor at closing.  The loan was
secured by a mortgage on the Debtor's property.  The Debtor's
claim relies on the applicability of a doctrine known as
"collapsing," whereby a court may view multiple transactions as an
integrated whole for the purposes of a fraudulent conveyance
analysis.

In his May 17, 2011 Opinion, Bankruptcy Judge Michael B. Kaplan
determines that the "collapsing" doctrine does not apply on the
facts of this case.  As a result, the Plaintiff's fraudulent
conveyance claims are deficient as a matter of law.  Accordingly,
the Debtor's motion for partial summary judgment is denied, and
the Bank's cross-motion for partial summary judgment is granted.
A copy of the Court's ruling is available at http://is.gd/GVAIUd
from Leagle.com.

                          About Route 70

Route 70 & Massachusetts LLC was formed in October 2006 by
Mitchell Deutsch and Adrian Moscoguiri as a limited liability
company under New Jersey Law.  It was intended to be a vehicle for
owning and developing certain real estate located at the corner of
Route 70 and Massachusetts Avenue in Toms River, New Jersey.
Route 70 filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
09-14771) on Feb. 27, 2009.

Richard D. Trenk, Esq., and Adam D. Wolper, Esq., at Trenk,
DiPasquale, Webster, Della Fera & Sodono, P.C., in West Orange,
New Jersey, represent Route 70 & Massachusetts, L.L.C.

George C. Werner, Esq., Scott F. Landis, Esq., and James D.
Donnelly, Esq. -- gwerner@barley.com and slandis@barley.com -- at
Barley Snyder LLC in Cherry Hill, New Jersey, argue for The Bank,
et. al.


RUFFIN ROAD: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ruffin Road Venture Lot 6
        8050 Florence, #14
        Downey, CA 90240

Bankruptcy Case No.: 11-33348

Chapter 11 Petition Date: May 30, 2011

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

Debtor's Counsel: Edward Medina, Esq.
                  MEDINA LAW GROUP
                  4025 Camino Del Rio, So Suite #300
                  San Diego, CA 92108
                  Tel: (619) 542-7865
                  Fax: (619) 609-0703
                  E-mail: emedina@medina-lawgroup.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-33348.pdf

The petition was signed by Kevin Tucker, president.


S. WILSON: Court Rules on Trustee's Avoidance Suit v. Banks et al.
------------------------------------------------------------------
In the suit, Carl B. Davis, Trustee, v. Heritage Bank, Kaw Valley
State Bank, Scotty Wilson, Emma Wilson, and Will Wilson, Nos.
09-10375, 10-5035, 09-13250, 10-5036 (Bankr. D. Kan.), Chief
Bankruptcy Judge Robert E. Nugent granted in part Emma Wilson and
Will Wilson' motion for summary judgment on the Trustee's
Complaint to avoid and preserve certain liens of Heritage Bank for
the estate under 11 U.S.C. Sec. 544, to avoid certain transfers to
the Bank, Will, and Emma under 11 U.S.C. Secs. 547, 548 & 549, and
to recover property of the estate not previously identified as
assets of Scotty Wilson and S. Wilson Enterprises.  The Trustee
claims that the three Wilsons operate as a joint venture and that
some of the property in Emma and Will's possession was in fact
property in which Scotty's and SWE's estates have an interest.
The Wilsons also seek summary judgment on the Bank's cross-claim
that Scotty, Will, and Emma in fact operate a family business
enterprise or joint venture and that the Bank's liens legally
attach to property that is in Will and Emma's possession, but
which Scotty or SWE actually owns in whole or in part by virtue of
the joint venture.

Judge Nugent said the causes of action that remain for trial are:

     1. The Trustee's lien avoidance claims to the "Sec. 544
        Property;"

     2. The Trustee's avoidance claims to the "Secs. 547 and
        548 Property;"

     3. The Trustee's turnover claims and the Bank's determination
        of secured status claims.

A copy of Judge Nugent's May 27, 2011 Order is available at
http://is.gd/ygVLYVfrom Leagle.com.

                    About S. Wilson Enterprises

S. Wilson Enterprises filed its chapter 11 case on Oct. 1, 2009,
and converted that petition to chapter 7 on Nov. 19, 2009.  Scotty
Wilson, which formed SWE in 1998, filed for Chapter 13 bankruptcy
on Feb. 19, 2009.  He converted it to chapter 11 on Sept. 2, 2009,
and then to chapter 7 on Nov. 18, 2009.


SBARRO, INC: Committee Okayed to Hire Mesirow as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for Sbarro, Inc., et
al., obtained authorization from the U.S. Bankruptcy Court for the
Southern District of New York to retain Mesirow Financial
Consulting LLC as financial advisor, nunc pro tunc to April 12,
2011.

MFC will, among other things:

     a. assist in the review of reports or filings as required by
        the Court or the U.S. Trustee, including schedules of
        assets and liabilities, statements of financial affairs
        and monthly operating reports;

     b. review the Debtors' financial information, including
        analyses of cash receipts and disbursements, DIP and other
        cash flow budgets, wind down budget, financial statement
        items and proposed transactions for which court approval
        is sought;

     c. review and analyze potential recovers to unsecured
        creditors and related liquidation analysis; and

     d. evaluate employee issues, including potential employee
        retention, incentive and severance plans.

The hourly rates of the firm's personnel are:

        Senior Managing Director/Managing
        Director and Director                     $775-$825
        Senior Vice President                     $665-$725
        Vice President                            $565-$625
        Senior Associate                          $465-$525
        Associate                                 $285-$395
        Paraprofessional                          $145-$240

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

                        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.

Sbarro, Inc.'s official committee of unsecured creditors has
tapped Otterbourg, Steindler, Houston & Rosen as counsel.


SCHUPBACH INVESTMENTS: To Shed Problematic Properties
-----------------------------------------------------
Schupbach Investments, LLC, filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 11-11425) on May 16, 2011, disclosing $4.65 million
in assets and almost $5.3 million in liabilities.

Bill Wilson at the Wichita Eagle reports that the Company was
dragged down by the economy and high tenant turnover.  Jon
Schupbach, the manager, said his current portfolio includes about
200 housing units on about 160 properties, including single- and
multi-family.  That's too many, he said, to remain economically
viable in an economic downturn.

"The difficult decision was to reorganize, which will allow us to
shed the problematic properties and keep the properties that will
sustain us for the future and make us able to provide a good,
clean habitable house for the community," Whichita Eagle quotes
Mr. Schupbach as saying.


SENSIVIDA MEDICAL: Delays Filing of Yr. Ended Feb. 28 Report
------------------------------------------------------------
SensiVida Medical Technologies, Inc., informed the U.S. Securities
and Exchange Commission that its Annual Report on Form 10-K for
the period ended Feb. 28, 2011, cannot be filed within the
prescribed time period because of the limited staff available and
the significant amount of time that management has spent
negotiating new financing.

                      About SensiVida Medical

Based in West Henrietta, New York, SensiVida Medical Technologies,
Inc. (formerly Mediscience Technology Corp.) focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.

The Company's balance sheet at November 30, 2010, showed
$2.57 million in total assets, $3.14 million in total liabilities,
all current, and a stockholders' deficit of $571,910.

As reported in the Troubled Company Reporter on June 21, 2010,
Morison Cogen LLP, in Bala Cynwyd, Pa., expressed substantial
doubt about SensiVida Medical's ability to continue as a going
concern, following the Company's results for the fiscal year ended
February 28, 2010.  The independent auditors noted that the
Company has no revenues, incurred significant losses from
operations, has negative working capital and an accumulated
deficit.


SHAW FAMILY: Lawsuits Over Marilyn Monroe Photos Cue Bankruptcy
---------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Edith Marcus, the organization's president and the
late photographer Sam Shaw's daughter, blamed the filing on "a
series of lawsuits involving the [late Marilyn Monroe's]
photographs and other issues."  She wasn't available to comment on
the restructuring Wednesday.

Sam Shaw, according to the archive's Web site, started off as a
magazine photographer but later found his home in the film
industry.  He and his son Larry captured images of A-list movie
stars and other luminaries like athletes, musicians, directors,
artists and authors.

DBR recounts that in a 1994 lawsuit, Mr. Shaw accused son Larry of
stealing photographs and sought $100 million in damages as well as
a ruling that he, not his son, owned thousands of photographs.
Larry Shaw fought back over some of the photographs in question,
arguing that he had shot them.  According to New York court
records, when Sam Shaw died several years into the lawsuit, his
daughters Edith Shaw Marcus and Meta Shaw Stevens stepped into
their father's shoes.

DBR relates the family struck a settlement in 2002 under which
Shaw Family Archives was created to take ownership of the 500,000
photos in Sam Shaw's possession as well as 20,000 photos Larry
Shaw had.  Larry Shaw got a 50% ownership stake in the archives,
while the sisters split the remaining 50%.

In the organization's bankruptcy petition, Larry Shaw's estate --
he has since died -- maintains its 50% stake, but the sisters each
now own 10% stakes.  Other family members own the rest.

DBR further relates that even with that lawsuit settled, the Shaw
family became entangled in more litigation.  The attorneys who
represented both sides of the family in the prior lawsuit sought
to place liens of more than $1 million on the photographs.  In
2007, a New York court upheld a ruling granting the liens on the
photos and also extended the liens to any recovery of insurance
proceeds related to the collection of images.  Both attorneys are
now listed among Shaw Family Archives' creditors in its bankruptcy
petition -- one is owed $488,720 plus interest, while the other
has a claim for $557,505.77 plus interest.

Additionally, the Shaw Family Archives faced a lawsuit accusing it
of violating Ms. Monroe's right to publicity by using her image
and name for commercial purposes without consent.  In 2007, a
court sided with Shaw Family Archives, pointing to Ms. Monroe's
New York residence at the time of her death.  New York state law
doesn't recognize post-mortem publicity rights.


SHIPPERS' CHOICE: Court Set to Enter Final Decree
-------------------------------------------------
The Bankruptcy Court was scheduled to convene a hearing June 2,
2011, on the request of Shippers' Choice of Virginia, Inc., for
Final Decree and Chapter 11 Final Report and the objection filed
by Commercial Driver Services, Inc.  Shippers' Choice and CDS have
engaged in settlement discussions in an effort to resolve the
Objection.  The parties have entered into stipulations extending
the deadline to respond to the Objection.  The latest deadline was
to expire May 20, 2011.  A copy of the parties' Stipulation and
Consent Order, approved by Bankruptcy Judge Nancy V. Alquist on
May 17, is available at http://is.gd/aV5w2wfrom Leagle.com.

Shippers' Choice of Virginia, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 04-17933) in 2004.  Shippers'
Choice is represented by Tydings & Rosenberg LLP.  Commercial
Driver Services, Inc., is represented by Cole Schotz Meisel Forman
& Leonard, P.A.


SIGG SWITZERLAND: Canadian Affiliate Bids $2.35-Mil. for Assets
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the U.S. distributor of Sigg
aluminum water bottles disclosed new details about its proposed
sale to the company's Canadian affiliate, including the $2.35
million price tag and a deal that may allow unsecured creditors to
pocket some of the sale proceeds.

                       About SIGG Switzerland

Stamford, Connecticut-based Sigg Switzerland USA Inc., which is
behind the bold and ubiquitous Sigg aluminum water bottles sold in
the U.S., has filed for Chapter 11 bankruptcy protection, weary
from fending off customer concerns over the controversial BPA
chemical found in some earlier models of its popular canteens.
The Company has faced class actions, alleging misrepresentations,
breach of warranty and violation of consumer-protection laws.

SIGG Switzerland filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 11-51024) on May 20, 2011.  Robert E. Kaelin, Esq.,
and Robert A. White, Esq., at Murtha, Cullina, Richter And Pinney,
serve as counsel to the Debtor.  The Debtor estimated $1 million
to $10 million in assets and up to $50 million in liabilities as
of the Chapter 11 filing.


SIRIUS XM: Eight Common Stock Directors Elected at Annual Meeting
-----------------------------------------------------------------
Sirius XM Radio Inc. held its annual meeting of stockholders on
May 25, 2011.  At the annual meeting, the holders of the Company's
common stock elected eight persons as common stock directors:

   (1) Joan L. Amble
   (2) Leon D. Black
   (3) Lawrence F. Gilberti
   (4) Eddy W. Hartenstein
   (5) James P. Holden
   (6) Mel Karmazin
   (7) James F. Mooney
   (8) Jack Shaw

The Company's Convertible Perpetual Preferred Stock, Series B-1,
does not have the right to vote with the holders of the Company's
common stock on the election of common stock directors.  The
holder of the Series B-1 Preferred Stock is entitled to designate
and elect members of the Company's board of directors pursuant to
the Certificate of Designations of the Series B-1 Preferred Stock.
The holder of the Series B-1 Preferred Stock has designated John
C. Malone, Gregory B. Maffei, David J.A. Flowers, Carl E. Vogel
and Vanessa A. Wittman to serve as members of the Company's board
of directors until their successors are duly elected and
qualified.

The holders of the Company's common stock and the Company's Series
B-1 Preferred Stock, voting together as a single class, ratified
the appointment of KPMG LLP as the Company's independent
registered public accountants.

The holders of the Company's common stock and the Company's Series
B-1 Preferred Stock, voting together as a single class, approved,
in a non-binding advisory vote, the compensation paid to the
Company's named executive officers.

The holders of the Company's common stock and the Company's Series
B-1 Preferred Stock, voting together as a single class, in a non-
binding advisory vote, voted on whether a stockholder vote to
approve the compensation paid to the Company's named executive
officers should occur every three years.

                        About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at March 31, 2011, showed $7.22
billion in total assets, $6.93 billion in total liabilities and
$298.62 million total stockholders' equity.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SMOKY MOUNTAIN: Smoky Shadows Motel in Chapter 11
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Smoky Shadows Motel, Tower &
Conference Center filed for Chapter 11 protection on May 27 in
Knoxville, Tennessee.  The hotel's Web site describes the property
as "located in action-packed Pigeon Forge."  Smoky Shadows Motel,
Tower & Conference Center is located near an entrance to the Great
Smoky Mountains National Park.

Smoky Mountain Motels, Inc., dba Smoky Shadows Motel, filed a
Chapter 11 petition (Bankr. E.D. Tenn. Case No. 11-32571) on
May 27, 2011, in Knoxville, Tennessee.  Keith L. Edmiston, Esq.
Gribble Carpenter & Associates, PLLC, in Maryville, Tennessee,
serves as counsel to the Debtor.  The Debtor disclosed $10 million
to $50 million in assets and liabilities of up to $10 million.

A case summary for Smoky Mountain is in the June 1, 2011 edition
of the Troubled Company Reporter.


SMURFIT-STONE: Rock-Tenn Completes $3.5 Billion Takeover Deal
-------------------------------------------------------------
The St. Louis Business Journal reports that Rock-Tenn Co.
completed its $3.5 billion takeover of Smurfit-Stone Container
Corp.  The combined company will be the No. 2 North American
producer of containerboard and the No. 2 producer of coated
recycled board.  The deal comes nearly a year after Smurfit-Stone
emerged from Chapter 11 bankruptcy protection.  The merged
companies will have annual revenue of about $9 billion.

Rock-Tenn will keep its headquarters in Norcross, Ga. St. Louis-
and Chicago-based Smurfit-Stone has manufacturing mill capacity of
7 million tons, and when combined, Rock-Tenn will have 9.4 million
tons of total production capacity, including 7.5 million tons of
mill production in the containerboard market, the report says.

In conjunction with the acquisition of Smurfit-Stone, Rock-Tenn
closed on $4.3 billion of debt financing.  It used part of the
brorrowings to finance the acquisition, repay outstanding Smurfit-
Stone debt, refinance Rock-Tenn's existing credit facilities, pay
for fees and expenses incurred in the deal and provide $1 billion
in liquidity for general corporate purposes.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1, 2010.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SOCIETY OF JESUS: Schedules July 7 Confirmation Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Society of Jesus, Oregon Province scheduled a
confirmation hearing on July 7 where the religious order hopes the
bankruptcy judge in Portland, Oregon, will approve the Chapter 11
reorganization plan.  The bankruptcy court approved the
explanatory disclosure statement on May 31, opening the door to a
vote on the plan by creditors.

Mr. Rochelle recounts that the Oregon Jesuits sought Chapter 11
protection in 2009 in Oregon to deal with sexual abuse claims.
The order reached agreement with claimants' representatives in
March.  There will be a trust for 524 claimants, funded with
$48.1 million from the Jesuits and $118 million from one insurance
company.  Lawsuits can be prosecuted against other insurance
companies. The settlement won't release claims against other
Jesuit organizations.  Some of the same claims had been covered by
the Chapter 11 plan for the Catholic Diocese of Fairbanks, Alaska,
which was confirmed and implemented in March 2010.

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 09-30938) on Feb. 17, 2009.
Alex I. Poust, Esq., Howard M. Levine, Esq., and Thomas W.
Stilley, Esq., at Sussman Shank LLP, serve as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed total
assets at $4,820,386 and total debts at $61,775,829 at the
Petition Date.


SOUTHEASTERN CONSULTING: Sec. 341 Creditors' Meeting on June 14
---------------------------------------------------------------
The United States Trustee for the Northern District of Florida
will convene a meeting of creditors in the bankruptcy case of
Southeastern Consulting & Development Company, Inc., pursuant to
Section 341(a) of the Bankruptcy Code on June 14, 2011, at 10:00
a.m. at Tallahassee (Rm. 004, U.S. Trustee Meeting Room, 110 E.
Park Ave.).

Proofs of Claim are due by Sept. 14, 2011. Government Proofs of
Claim are due by Dec. 12, 2011.

This is the first meeting of creditors pursuant to Sec. 341(a).
Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the Debtors appear at the Meeting of
Creditors for the purpose of being examined under oath by a
representative of the Office of the U.S. Trustee and by any
interested parties that attend the meeting.  Creditors are
welcome, but not required, to attend the meeting.  The Meeting of
Creditors may be continued or adjourned by notice at the meeting,
without further written notice to creditors.

The Debtor has been authorized by the Court to remain in full
operation of its business and manage its property as a
Debtor-in-Possession.

                   About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  In its petition, the
Debtor listed $50 million to $100 million n both assets and debts.
The petition was signed by Louis S. Weltman, the president.

Robert A. Soriano, Esq. -- sorianor@gtlaw.com -- at Greenberg
Traurig, represents creditor Branch Banking and Trust Company.


SOUTHEASTERN CONSULTING: Seeks Court OK of Berger Singerman Hiring
------------------------------------------------------------------
Southeastern Consulting & Development Company, Inc., seeks
authority from the Bankruptcy Court to employ Brian G. Rich, Esq.,
and the law firm of Berger Singerman, P.A., as its counsel.  Among
other things, the firm will represent the Debtor in negotiations
with their creditors and in the preparation of a plan of
reorganization.

The current hourly rates for the attorneys at Berger Singerman
range from $225 to $625.  The current hourly rate of Brian G.
Rich, Esq., the shareholder who will be principally responsible
for Berger Singerman's representation of the Debtor, is $465.  The
current hourly rates for the legal assistants and paralegals at
Berger Singerman range from $75 to $195.

On May 17, 2011, Berger Singerman received a $25,000 retainer from
the Debtor, which was deposited into the firm's trust account.

Mr. Rich, Esq., attests that Berger Singerman does not represent
any interest adverse to the Debtor.

                   About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  In its petition, the
Debtor listed $50 million to $100 million n both assets and debts.
The petition was signed by Louis S. Weltman, the president.

Robert A. Soriano, Esq. -- sorianor@gtlaw.com -- at Greenberg
Traurig, represents creditor Branch Banking and Trust Company.


STATION CASINOS: Terms for Adequate Protection of FCP PropCo
------------------------------------------------------------
Charleston Station LLC; Boulder Station, Inc.; Palace Station
Hotel & Casino, Inc.; and Sunset Station, Inc. and FCP PropCo,
LLC, entered into a Court-approved stipulation for the provision
of adequate protection.

Among the hotels and casinos owned and operated by the Debtors
are Red Rock Casino Resort Spa, Boulder Station Hotel & Casino,
Palace Station Hotel & Casino, and Sunset Station Hotel & Casino,
which are operated by Charleston Station, Boulder Station, Palace
Station, and Sunset Station.

On November 7, 2007, Propco, as landlord, and Station Casinos,
Inc., as tenant, entered into a certain Master Lease Agreement,
under which SCI leases the Leased Hotels from Propco.  Also on
November 7, 2007, SCI, as sublessor, and each of the Operating
Subtenants, as sublessees, entered into subleases relating to
each of the Leased Hotels.

On November 7, 2007, in connection with the execution of the
Master Lease and the Subleases, the Operating Subtenants and
Propco entered into a Security Agreement pursuant to which the
Operating Subtenants assigned, pledged and granted to Propco a
security interest in, and an express contractual lien upon, all
of their right, title and interest in and to a collateral.

Pursuant to the Security Agreement, Propco has valid, perfected,
and unavoidable first priority security interests in the
Collateral.

On July 14, 2010, the Court entered its Order Approving Revised
Second Amended and Restated Master Lease Compromise Agreement,
which, among other things, approved that certain Second Amended
Master Lease Compromise Agreement and authorized SCI and Propco
to enter into the Second Amended MLCA.  The Operating Subtenants
are also parties to the Second Amended MLCA, and therein
acknowledged the extent of Propco's liens upon the Collateral.

On April 14, 2011, the Operating Subtenants and the other April
12 Debtors commenced their Chapter 11 cases.

The Parties agree that it is in their mutual best interest that
adequate protection be provided to Propco in accordance with the
terms of their Stipulation.

Specifically, the Parties agreed that as adequate protection to
Propco, and solely to the extent that the Operating Subtenant's
use of the Collateral results in any diminution in the value of
the Collateral, Propco will receive replacement liens on and
security interests in the Collateral and all proceeds thereof,
whether existing on the April 12 Debtors' Petition Date or
acquired thereafter.

The replacement liens granted to Propco by the Stipulation will
be valid and perfected without the need for Propco to perform any
act, including, without limitation, the filing of financing
statements with respect to the replacement liens.

                    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: K. Sotirakis Allowed to Prosecute Claim
--------------------------------------------------------
Charleston Station LLC and Kemberly L. Sotirakis entered into a
Court-approved stipulation lifting the automatic stay to allow
Ms. Sotirakis to prosecute her claim in the Nevada state trial
and appellate courts, which will be the forum for any non-
bankruptcy law objection to the KLS Claim by the Plan
Administrator or the Debtor.

In addition, the Parties agreed that the Plan injunction will not
bar or enjoin Ms. Sotirakis from liquidating her claim in the
Nevada Courts and that the Claim, once it becomes an allowed
claim will be paid in accordance with the terms of the Plan.

Any estimation of the Claim will be solely for purposes of
establishing a disputed claim reserve.

Once the Claim is liquidated in the Nevada Courts and becomes an
Allowed General Unsecured Claim in the Bankruptcy Cases, the Plan
Administrator will arrange to cause payment in full in accordance
with the ordinary business practices of Charleston Station,
including through the Debtor's insurance coverage, and in
accordance with the Plan.

The Debtor believes that the KLS Claim is disputed and
unliquidated, and wishes to lodge and preserve the objection
prior to the Objection Deadline of Article VIII(B)(4) of the
Plan, but also to avoid duplicative proceedings to object to the
Claim.

The Parties note that their intent of in entering into the
Stipulation is to eliminate any uncertainty that the Debtor's
objection to the Claim and the Claim Objection Deadline will be
fully preserved by adjudication of the Claim in the Nevada Courts
and any further remands or proceedings arising therefrom and that
the Claim Objection Deadline is satisfied by that adjudication.

                    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)


STRATEGIC AMERICAN: J. Lindsay Resigns as Sec., Treas. and CFO
--------------------------------------------------------------
The Board of Directors of Strategic American Oil Corporation
accepted the resignation of Johnathan Lindsay as Secretary,
Treasurer and Chief Financial Officer of the Company effective
May 25, 2011.  On the same date, the Board of Directors accepted
the consent to act of Sarah Berel-Harrop to serve as Secretary,
Treasurer and Chief Financial Officer of the Company.

Ms. Berel-Harrop has 14 years of experience in financial
accounting and reporting in both audit and industry positions.
She received a B.A. degree from Cornell University and a Master in
Business Administration from University of Texas - Austin.  From
2006 to 2009, Ms. Berel-Harrop worked with Hyperdynamics
Corporation.  She was responsible for the company's financial
accounting and reporting, and, from June 2008 through June 2009,
served as the company's Chief Financial Officer.  From July 2009
through March 2011, Ms. Berel-Harrop operated an accounting firm
as a sole practitioner.  From March 1, 2011 through the present,
she has been Strategic American Oil Corporation's Controller.  Ms.
Berel-Harrop is a Certified Public Accountant licensed in the
state of Texas. She is a member of the AICPA and the Texas State
Board of Public Accountancy, Houston Chapter.

As a result of the changes set forth above, the Company's current
directors and Executive Officers are:

Name                  Position
----                  --------
Jeremy Glenn Driver   Pres., CEO, Chairman and a director;
Steven L. Carter      VP Operations and a director;
Sarah Berel-Harrop    Secretary, Treasurer and CFO; and
Leonard Garcia        Director

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's 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 the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


STRATUS MEDIA: Closes $14.1 Million Financing
---------------------------------------------
Stratus Media Group, Inc., has successfully closed a series of
financings with gross proceeds of $14.1 million, in which Maxim
Group LLC served as placement agent for $8 million, Fusao Assets
S.A. for $3.1 million with the balance of $3 million placed by
Stratus.

Paul Feller, President and CEO, said, "Since Stratus was founded,
we have made significant progress in building a large portfolio of
assets and preparing to monetize those assets into revenues.  This
financing will allow us to implement business plans for multiple
verticals, produce live entertainment events, and initiate the
Stratus Rewards Visa White Card program."

To facilitate domestic and international strategic growth,
Stratus' properties have been realigned into five vertical
divisions: Film, Music, Motorsports, Action Sports, and Stratus
Rewards.  This refocus, along with this funding and additions of
key personnel, is expected to advance Stratus' business plan to
become a leading global provider of live entertainment and
lifestyle branding opportunities.

Some of the upcoming Stratus events planned for 2011 include the
Mille Miglia North America Tribute, an expansion of the historic
and world renowned Italian automotive driving event; the Santa
Barbara Concours d'Elegance, which kicks off the National Concours
d'Elegance Tour that is scheduled to have 10 stops in 2012; and
the Perugia International Film Festival.

"All divisions within Stratus are aligned with a common set of
objectives, and this financing will allow our management team to
implement the business plan that we believe will provide for
growth in global revenues and 'top of mind' awareness of the
Stratus brands," stated Paul Feller.  "Stratus will continue to
deliver premier consumer driven lifestyle events while extending
our reach to other emerging global entertainment markets,
including digital entertainment and commerce."

It is expected that up to an additional $2 million in gross
proceeds will be received through the sale of preferred stock and
warrants over the next several months.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

The Company reported a net loss of $8.41 million on $40,189 of
revenues for 2010, compared with a net loss of $3.40 million on $0
revenue for 2009.

The Company's balance sheet at March 31, 2011, showed
$5.44 million in total assets, $6.17 million in total liabilities,
and $722,895 in total shareholders' equity.


SULPHCO INC: Facing Cash Crunch, Bankruptcy May Be In Future
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that SulphCo Inc. said it's
running out of cash and might have to launch a bankruptcy filing
if it can't nab new financing "in the immediate future."  SulphCo
Inc. is an energy technology company.


SWISS CHALET: Best Western Hotel Owner in Chapter 11
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Swiss Chalet Inc., which owns the Best Western
Hotel Pierre in San Juan, Puerto Rico, has sought bankruptcy
protection.  The owner of the project was acquired in 2000 by SCI
Acquisition in a $23.3 million transaction.

Swiss Chalet, Inc., filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles Alfred Cuprill, Esq.,
in San Juan, Puerto Rico, serves as counsel to the Debtor.  CPA
Luis R. Carrasquillo & Co. is the financial consultant.

In its schedules, the Debtor disclosed that its real property is
worth $71.1 million and it has personal property of $47.4 million.
It has a $118.5 million debt CPG/GS PR NPL, LLC, with the debt
secured by the Debtor's real property.

A case summary for Swiss Chalet is in the May 30, 2011 edition of
the Troubled Company Reporter.


SYMBION INC: Moody's Assigns B2 Rating to New Secured Notes
-----------------------------------------------------------
Moody's Investors Service rated Symbion, Inc.'s new $350 million
senior secured notes B2 and affirmed the company's B3 Corporate
Family and Probability of Default ratings, as well as the existing
senior PIK toggle notes at Caa2. Additionally the speculative
grade liquidity rating was upgraded to SGL-2 from SGL-3. The
outlook was changed to stable from negative in part due to the
increase in financial flexibility following the proposed
refinancing which includes the replacement of senior secured term
bank term loans with senior secured notes and the addition of an
$86 million PIK convertible note held by the equity sponsor.
Despite the improvement, Moody's remains concerned about Symbion's
significant debt burden.

Proceeds from the new secured notes and PIK convertible notes will
be used to refinance the company's existing bank credit
facilities, including the revolver, and $156 million of the 11%
unsecured PIK toggle notes. The new convertible notes will be PIK
for life. The new revolving credit facility is reduced to $50
million.

This rating was assigned:

Symbion, Inc.:

   -- $350 million senior secured notes due 2016 at B2 (LGD3,
      37%);

This rating was upgraded:

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

These ratings were affirmed:

   -- Corporate Family Rating at B3;

   -- Probability of Default Rating at B3;

   -- $89 million Senior PIK toggle notes due 2015 at Caa2 (LGD5,
      88%); (LGD assessment revised)

These ratings will be withdrawn upon repayment and final review of
documents:

   -- $100 million revolving credit facility at B1;

   -- $101 million term loan A at B1;

   -- $115 million term loan B at B1;

RATINGS RATIONALE

The stable outlook reflects the company's improved debt maturity
profile and the alleviation of Moody's near term concerns
regarding the existing financial maintenance covenants. The
outlook also reflects Moody's expectation of stable operating
performance given low reimbursement risk over the near term.

The B3 corporate family rating reflects Symbion's very high
leverage, modest interest coverage and margin pressure given
declining case volumes. While near term default risk will be
alleviated with this transaction Moody's remains concerned about
the 2015 maturity of the PIK toggle notes and size of the debt
burden versus enterprise value. With high unemployment and
individuals with limited or no health coverage, many are less
likely to schedule physician visits, ultimately resulting in fewer
visits to ASCs and the deferral of non-urgent care. These factors
have contributed to the decrease in case volume Symbion has
experienced. While acquisitions are expected to support revenue
growth, they are may not completely offset the increase in
leverage from the accretion of the PIK loans. Moreover, an
increase in cash interest next year will absorb a significant
amount of the company's free cash flow also constraining the
longer term goal of deleveraging.

However, the rating also incorporates the company's scale and
diverse geographic footprint in the ASC industry, good EBITDA
margins at around 20%, and its favorable payor and case mix.
Despite the deterioration in same store case volumes, revenues per
case have improved driven largely by higher acuity cases and
Moody's expects this trend to continue over the near to medium
term.

A rating upgrade is not likely in the near term as key credit
metrics remain weak for the rating category. However, if the
company is able to grow earnings and de-lever to around 6 times
with a sustainable capital structure, an upgrade could be
considered.

If the company appears unlikely to delever from current levels by
2012, the ratings could be downgraded. Failure to successfully
refinance could also lead to a downgrade given Moody's concerns
regarding maturities and covenant compliance.

Symbion's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Symbion's core industry and
believes Symbion's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

Symbion, Inc., headquartered in Nashville, Tennessee, owns and
operates a network of short-stay surgical facilities providing
non-emergency surgical procedures in various specialties,
including orthopedics, pain management, gastroenterology and
ophthalmology. As of March 31, 2011, Symbion owned and operated 49
ambulatory surgery centers (ASCs) and five surgical hospitals. The
company's facilities are owned in partnership with physicians
and/or health care systems in the markets served. Symbion
consolidates the operations of 49 of the 54 facilities with the
operations of the remaining facilities accounted for under the
equity method. The company also managed eight additional surgery
centers and one physician network. For the twelve months ended
March 31, 2011, the company recognized revenues of approximately
$432 million. The company was acquired by Crestview Partners in an
LBO in August 2007.


SYMBION INC: S&P Puts 'B-' CCR on Watch Pos. on Proposed Financing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its current 'B-'
corporate credit rating on Nashville-based Symbion Inc. on
CreditWatch with positive implications, given the company's
proposed debt refinancing.

"We also placed the 'CCC' unsecured debt rating on the company's
existing 11% unsecured notes due 2015 on CreditWatch with positive
implications. We expect to raise our corporate credit rating and
unsecured debt ratings following the completion of the debt
refinancing. The '6' recovery rating (reflecting expectations for
negligible (0% to 10%) recovery for lenders in the event of
payment default) on the unsecured notes will remain unchanged,"
S&P stated.

"In addition, we assigned our 'B' issue-level rating (the same as
the expected corporate credit rating on the company) to Symbion's
proposed $350 million senior secured notes due 2016. The recovery
rating on this debt is '4', indicating our expectation for average
(30% to 50%) recovery for lenders in the event of payment
default," S&P continued.

"The speculative-grade corporate credit rating on Symbion," said
Standard & Poor's credit analyst Rivka Gertzulin, "reflects the
outpatient surgical facilities operator's difficult position as it
contends with the effect of a weak economy on case volume, small
reimbursement increases, and rising debt, which is contributing to
slim bank covenant cushions." The proposed refinancing will
eliminate the senior secured credit facility and the company will
only have covenants on its proposed senior secured revolving
credit facility.

"If the company is unable to complete its refinancing," continued
Ms. Gertzulin, "we believe it will struggle to meet its growing
cash needs over the next two years from increasing debt
amortization requirements and mandatory conversion of its pay-in-
kind (PIK) obligations to cash pay in 2012." "We believe the
company's earnings from its existing portfolio of facilities,
which have been flat for the past two years, must begin to
increase to improve its chances of meeting its debt amortization,
interest requirements, and bank covenant compliance. The company
will also have to contend with maturing senior debt in 2013. We
characterize the company's financial risk profile as highly
leveraged and its business risk profile as weak."


SYNOVUS FINANCIAL: S&P Affirms Counterparty Credit Rating at 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Synovus
Financial Corp. to stable from negative. "At the same time, we
affirmed our 'BB-' long-term counterparty credit rating on
Synovus," S&P said.

"The outlook revision reflects our opinion that asset quality
appears to be stabilizing, as demonstrated by lower sequential
charge-offs and nonperforming loan (NPL) inflows. We believe
further asset-quality deterioration and capital erosion at Synovus
will be manageable given the company's robust reserve and its
expense-reduction plan implementation, which should boost pretax,
preprovision earnings beginning in 2011," said Standard & Poor's
credit analyst Dan Teclaw. Nevertheless, the company's capital
position is notably weak relative to peers and remains a negative
ratings factor.

According to S&P, "We acknowledge that 11 consecutive quarterly
net losses due to high provisions and net charge-offs (NCOs)
reflect significant credit risk in the loan portfolio. NCOs
declined sequentially since second-quarter 2010 except for a spike
in fourth-quarter 2010 when $225 million of $385 million NCOs were
related to opportunistic disposition transfer of nonperformers to
'held for sale' status. We think the reserve is adequate for the
risk in its loan book. Management built a robust reserve that
still totaled $678 million as of March 2011 (3.23% of total
loans). The reserve covers all NPLs at about 45%. About 75% of the
reserve has been specifically assigned to Synovus's NPLs, which
removes a significant portion of incremental charge-off risk from
nonperforming assets (NPAs) at disposition, reducing future
pressure on earnings and capital."

"Although it is only one of our rating factors, we continue to
view Synovus's capital measures as a rating weakness. Our measure
of Synovus's risk-adjusted capital adequacy of 6.2% is in the
lowest quartile of our rated regional banks. The tangible common
equity-to-tangible assets ratio of 6.66% in March 2011 is also on
the low end of our rated regional bank universe, which typically
exceeds 7%. The bank subsidiary is under a Memorandum of
Understanding requiring a higher leverage ratio of 8% (versus 5%
normally), which it comfortably exceeded at 9.74% in March 2011.
The company still has $940 million of TARP to repay the U.S.
Treasury, which we do not expect to happen until late 2012 at the
earliest. Positively, Synovus has demonstrated solid market access
even in its weakened financial condition by raising $1.7 billion
of common equity in two upsized offerings in September 2009 and
April 2010," S&P continued

The outlook is stable. "We expect Synovus's credit quality to
demonstrate gradual point-to-point improvement by the end of the
year and the company to reach quarterly profitability by first-
quarter 2012. The company's weak pretax preprovision income should
improve based on the announced rationalization initiatives. We
believe capital is weak at its current levels but is buttressed by
a robust reserve. If it appears that the company's tangible common
equity-to-tangible assets ratio will drop below 6.25% and remain
depressed for an extended period or if our expectations for
profitability in early 2012 appear to be delayed significantly, we
could revise the outlook back to negative or further lower the
ratings. We do not anticipate a positive rating move in the near
to medium term without significant capital improvement and a
return to sustainable profitability reflecting better credit-
quality trends," S&P related.


TANDUS FLOORING: S&P Affirms CCR at 'B'; Outlook Revised to Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dalton,
Ga.-based Tandus Flooring Inc. to positive from stable.

"At the same time, we affirmed all of the ratings on Tandus,
including the 'B' corporate credit rating," S&P said.

"The outlook revision reflects Tandus' improving financial risk
profile following a reduction in total adjusted debt -- including
adjustments for pensions and operating leases -- of approximately
25% over the past few years, improving adjusted leverage to about
4.5x from 5.7x over that time period," said Standard & Poor's
credit analyst Megan Johnston. "It also reflects our expectation
that earnings and funds from operations should increase over the
next two years due to recent cost reductions and improving market
conditions."

"For 2011, we expect renovation and remodeling spending, from
which Tandus generates more than two-thirds of sales, to be flat
to slightly up over 2010 levels. In addition, we assume margins
will be held flat, as the company expects to offset rising raw
material costs through price increases and cost containment
measures. As a result, we expect total adjusted debt to EBITDA to
be between 4x and 4.5x, and FFO to debt of between 15% and 20%,
which we would consider to be in line with our view of the
company's aggressive financial risk profile. In addition, we
expect interest coverage to be in excess of 4x, as a result of
reduced debt levels. Risks to our forecast include a slower
economic recovery that weakens demand, particularly from Tandus'
core corporate customers, as well as the prospect of further cost
increases in raw materials which could compress margins if higher
pricing cannot be achieved due to weak demand and competitive
market conditions," S&P elaborated.

"The 'B' rating reflects the company's relatively small size,
participation in the highly competitive and cyclical carpet
industry and exposure to volatile raw material costs, partially
offset by the company's niche market position in the domestic
commercial carpet market and its diversified customer base, which
lead to our assessment of the company's weak business risk
profile," S&P continued.

Tandus is a manufacturer of commercial floor covering in the U.S.
and has the largest market position in the six-foot roll carpet
segment. The company also has leading brands in modular carpet
tile, woven, and tufted broadloom carpet. The company has somewhat
diverse end markets, with clients in education, health care and
government accounting for nearly two-thirds of North American
floor-covering revenues in the fiscal year ended Jan. 31, 2011.

"The positive rating outlook reflects our expectation that Tandus'
earnings should benefit over the next two years from gradually
improving volumes as the economy recovers and commercial demand
continues to improve, with adjusted leverage of 4.5x or less and
interest coverage in excess of 4x. We could raise the corporate
credit rating if credit metrics are sustained at these levels
and if we think liquidity, in terms of cash, availability under
the ABL facility, and cash flow from operations, will remain
adequate to service the company's fixed charges over the next
year," S&P stated.

S&P noted, "We could take a negative rating action if the U.S.
economic recovery falters and commercial demand for Tandus'
products drops substantially or if price increases are
insufficient to offset higher input costs, causing liquidity and
credit metrics to deteriorate from current levels with leverage
exceeding 5x on a sustained basis. This could occur if sales
volumes remain flat and gross margins deteriorate by about 100
basis points from current levels. In addition, a negative rating
action could occur if the company were to increase its use of debt
for shareholder friendly actions or debt-financed acquisitions."


TAYLOR BEAN: Lee Farkas Sues National Union Over Legal Bills
------------------------------------------------------------
Suevon Lee at Ocala.com reports that unless a federal judge
requires an insurance provider to continue paying the costs of Lee
Farkas' defense, the former Taylor, Bean & Whitaker Mortgage Corp.
chairman's appeal could hang in limbo, his lawyers contend.

According to the report, defense attorneys for the 58-year-old,
who was found guilty by jury a month ago on 14 counts of bank,
wire and securities fraud, are seeking injunctive relief against
National Union Fire Insurance Co. of Pittsburgh, Pa. more than
$2 million in existing legal bills.

The report relates the company, a unit of American International
Group Inc., refuses to disburse the funds because it claims the
guilty verdict triggered two exceptions in the insurance policy
that exclude coverage for loss arising out of ill-gotten gains or
criminal and fraudulent acts.

Sentencing for Mr. Farkas, who remains in custody at an Alexandria
detention center, is June 27, say Seuvon Lee.

Sevon Lee notes, in an 18-page complaint filed with the U.S.
District Court in Alexandria, defense lawyers claim Farkas is
entitled to receive funds all the way up through his case's final
disposition -- which they define, under Florida law, to mean
"until post-conviction remedies have been exhausted."

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TAYLOR BEAN: Gov't Seeks Forfeiture of Farkas Assets
----------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that the U.S. government, which recently won a key
criminal conviction against Lee Farkas, isn't satisfied that the
former Taylor, Bean & Whitaker Mortgage Corp. leader faces the
rest of his life in prison.  The feds want him to cough up his
ill-gotten gains, too.

According to DBR, federal prosecutors are asking a federal court
in Alexandria, Va., to forfeit some $30.7 million, the "gross
proceeds of the defendant's bank and wire fraud."  DBR says that
amount includes:

     -- $15 million Mr. Farkas fraudulently obtained in a loan
        from Colonial Bank, which also collapsed due to wrongdoing
        at Taylor Bean;

     -- $8.4 million Mr. Farkas tapped in a shareholder account at
        Taylor Bean;

     -- $7.3 million comes from the notorious "Lee loans," phony
        loans Mr. Farkas made on properties that don't exist or
        which he didn't have title to.

According to DBR, since the government says it can't find most of
the proceeds from Mr. Farkas's crimes, it's seeking the forfeiture
of a half-dozen Florida properties as a substitute in partial
payment for the money judgment against the convicted mortgage
lender.

DBR relates Mr. Farkas's attorney, William B. Cummings, couldn't
immediately be reached for comment.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TELKONET INC: Dismisses RBSM LLP as Accountants
-----------------------------------------------
The Audit Committee of the Board of Directors of Telkonet, Inc.,
dismissed RBSM LLP as the Company's independent registered public
accounting firm, and appointed Baker Tilly Virchow Krause, LLP, as
the Company's new independent registered public accounting firm.

RBSM LLP's reports on the Company's consolidated financial
statements for each of the fiscal years ended Dec. 31, 2010, and
2009 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit
scope, or accounting principle, except that the reports of RBSM
LLP on the Company's financial statements for each of fiscal year
2009 and fiscal year 2010 contained an explanatory paragraph,
which noted that there was substantial doubt about the Company's
ability to continue as a going concern.

During the fiscal years ended Dec. 31, 2010 and 2009, and the
subsequent interim period through May 26, 2011, there were no
disagreements between the Company and RBSM LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to RBSM LLP's satisfaction, would have caused them
to make reference to the subject matter of the disagreement in
connection with their reports on the financial statements of the
Company for such years.

None of the reportable events described in Item 304(a)(1)(v) of
Regulation S-K occurred during the fiscal years ended Dec. 31,
2010, and 2009 or during the subsequent interim period through
May 26, 2011.

During the fiscal years ended Dec. 31, 2010, and 2009, and the
subsequent interim period through May 26, 2011, the Company did
not consult with Baker Tilly regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $15.14
million in total assets, $4.84 million in total liabilities,
$929,588 in redeemable preferred stock, Series, A, $719,157 in
redeemable preferred stock, Series B, and $8.65 million in total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TMG CANTON: 744-Unit Michigan Apartment Complex Files Chapter 11
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TMG Canton Crossing LLC, the owner of a 744-unit
residential apartment complex in Canton, Michigan, filed for
Chapter 11 relief in Detroit.  The project is worth $17.5 million,
a court filing says.  Wells Fargo Bank NA, the lender, has a
$29.3 million mortgage, according a filing.

TMG Canton filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
11-54145).  Debra Beth Pevos, Esq., at Sullivan, Ward, Asher &
Patton, P.C., in Southfield, Michigan, serves as counsel.  The
Debtor estimated assets and debts of $10 million to $50 million.

A case summary for TMG Canton is in the May 23, 2011 edition of
the Troubled Company Reporter.


TRANS ENERGY: James Abcouwer Resigns from Board of Directors
------------------------------------------------------------
James K. Abcouwer submitted his resignation as a director on the
company's board of directors.  Mr. Abcouwer was initially
appointed as a director and chairman of the board on April 27,
2006, and subsequently resigned as chairman on June 23, 2010.  He
also served as our president, chief executive officer from Jan. 6,
2006, until June 23, 2010.

Mr. Abcouwer's resignation was for personal reasons and was
effective immediately.  At the time of his resignation, there were
no disagreements between Mr. Abcouwer and the company on any
matter relating to the company's operations, policies or
practices.  We are presently reviewing possible candidates to fill
the director vacancy, but have not named a replacement as of this
date.

                         About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

The Company's balance sheet at Dec. 31, 2010 showed $40.88 million
in total assets, $23.41 million in total liabilities and $17.47
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRIAD GUARANTY: Suspending Filing of Reports Under 401(k) Plan
--------------------------------------------------------------
Effective Jan. 1, 2010, the Triad Guaranty Inc. common stock fund
was eliminated from the investment alternatives under the Triad
Guaranty Inc. 401(k) Profit Sharing Plan, and therefore Plan
interests are now exempt from registration.  Accordingly, the
Company filed with the Securities and Exchange Commission a Form
15 to suspend the Plan's duty to file reports under Section 15(d)
of the Securities Exchange Act of 1934, as amended, including on
Form 11-K.

In addition, the Company filed Post-Effective Amendment No. 1 to
the Registration Statements on Form-S-8 filed by Triad Guaranty
Inc. on Sept. 18, 2009, and Aug. 29, 1995, relating to the offer
and sale of shares of common stock of the Company and related plan
interests under the Triad Guaranty Inc. 401(k) Profit Sharing
Plan, as amended.  The Post-Effective Amendments were filed solely
to deregister any and all securities previously registered under
the Registration Statements that remain unsold.

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

The Company's balance sheet at Dec. 31, 2010, showed $991.62
million in total assets, $1.57 billion in total liabilities and
$586.20 million in deficit in assets.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.


TRIBUNE Co: Rival Plans' Findings of Fact Due Today
---------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extends the deadline by which Tribune
Company, et al., and a group of noteholders led by Aurelius
Capital Management, LP, will submit their findings of fact and
conclusions of law in connection with the competing Chapter 11
Plans of Reorganization they proposed for Tribune and its debtor
affiliates to June 3, 2011.

Pursuant to the Court-approved briefing schedule for the Chapter
11 Plans, the Plan Proponent Groups were to file findings of fact
and conclusion of law by May 27, 2011.

The Plan Proponent Groups conferred and agreed to extend the
findings of fact and conclusions of law deadline to June 3, 2011,
according to Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, counsel to the Official Committee of
Unsecured Creditors.

Consistent with the briefing schedule on the Chapter 11 Plans,
the Plan Proponents filed with the Court briefs in support of,
and in response to objections to, confirmation of these Competing
Plans:

* Second Amended Joint Plan of Reorganization, as modified on
  April 26, 2011, proposed by the Debtors, the Official
  Committee of Unsecured Creditors, Oaktree Capital
  Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan
  Chase Bank, N.A.; and

* Third Amended Joint Plan of Reorganization dated April 25,
  2011 proposed by Aurelius Capital Management, LP, on behalf
  of its managed entities; Deutsche Bank Trust Company
  Americas, in its capacity as successor indenture trustee for
  certain series of senior notes; Law Debenture Trust Company
  of New York, in its capacity as successor indenture trustee
  for certain series of senior notes; and Wilmington Trust
  Company, in its capacity as successor indenture for the
  PHONES Notes.

The Plan Proponents are expected to file closing arguments with
respect to the rival Plans on June 14, 2011.

Judge Carey signed a proposed order submitted by the Creditors'
Committee with respect to the extension of the findings of fact
and conclusions of law deadline.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Says Noteholder Plan Won't Resolve Any Disputes
-----------------------------------------------------------
Tribune Company and its debtor affiliates, the Official Committee
of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo
Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., submitted to
Judge Kevin Carey a brief responding to opening brief filed by the
group of noteholders led by Aurelius Capital Management, LP, in
support of the Plan of Reorganization they proposed for the
Debtors.

"Out of 125 pages of brief, the Noteholders devote a scant four
pages to supporting their plan, tellingly focusing on what the
Noteholder Plan will do, but on what it will not do: it will not
resolve any of the disputes that have plagued these Chapter 11
cases," James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, counsel to the Debtors, asserts.

Mr. Conlan insists that the evidence and the report of Kenneth
Klee, the Court-appointed examiner, show that the DCL Plan
settlement is reasonable, fair and equitable.  Under the DCL
Plan, creditors will be paid, entitlements determined and value
maximized, he states.  Under the Noteholder Plan, creditors would
continue to fight over who gets how much of the pie with no clear
entitlements, no clear rules, and no end in sight, he emphasizes.

Mr. Conlan further argues that the Noteholders' assertion that
their efforts to reduce the amount of Reorganized Tribune's
equity held in reserve at emergence "obviate" all of the
governance concerns raised by the DCL Plan Proponents ignores
several glaring issues, including, most notably, the Distribution
Trustee would still appoint two of seven board members of
Reorganized Tribune and retain the ability to vote separately on,
and thus veto certain strategic transactions for the life of the
Distribution Trust, even if the Distribution Trust held no equity
at all, he contends.

The Noteholders also assert that they expect the Noteholder
Plan's multi-billion dollar reserve to be distributed shortly
after effectiveness of their plan, Mr. Conlan reminds the Court.
However, Mr. Conlan complains, without a plan process to bind
dissenters, the Litigation Trustee would be forced either to
litigate all the LBO Related Causes of Action to conclusion or to
negotiate settlements individually with each Senior Lender and
each Bridge Lender in order to permit distribution of the massive
reserve -- hardly a landscape conducive to quick and easy
compromise.

Notably, the Noteholder Plan's failure to resolve the allowance
of more than $10 billion in claims -- over 75% of Tribune's total
indebtedness -- is a flaw that makes it impossible to determine
any constituency's entitlements and necessitates an unprecedented
multi-billion dollar reserve, Mr. Conlan contends.  "Aurelius may
be willing to forgo the settlement consideration offered by the
DCL Plan and endlessly prolong the Debtors' bankruptcy, but other
creditors clearly and overwhelmingly are not, and they should not
be dragged along on Aurelius's risky experiment," he maintains.

A full-text copy of the DCL Plan Proponents' reply brief is
available for free at:

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

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Noteholders Say Debtor Plan a "Fix It Later" Strategy
-----------------------------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity
as successor Indenture Trustee for certain series of Senior
Notes; Law Debenture Trust Company of New York, in its capacity
as successor Indenture Trustee for certain series of Senior
Notes; and Wilmington Trust Company, in its capacity as successor
Indenture Trustee for the PHONES Notes, filed with the Court a
brief in response to the DCL Plan Proponents' opening brief with
respect to the DCL Plan.

Counsel to Aurelius, Daniel H. Golden, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, argues that, while more classes
voted in favor of the DCL Plan than the Noteholder Plan, this is
only indicative that the settlement the DCL Plan embodies has the
overwhelming support of creditors who are either receiving a
sweetheart release -- the LBO Lenders and Retirees, who are
contractually obligated to support the DCL Plan -- or a
disproportionate share of the settlement consideration -- the
Subsidiary General Unsecured Creditors.  The Pre-LBO Noteholders
overwhelmingly voted to accept the Noteholder Plan and reject the
DCL Plan, evidencing that the Proposed Settlement is not fair and
equitable, he avers.

As demonstrated by the Examiner's analysis of the many litigation
outcomes that could lead to substantial recoveries to the Non-LBO
Creditors, the value of the LBO Claims against the Senior Lenders
is vastly greater than the consideration contemplated under the
Proposed Settlement, Mr. Golden states.  The Noteholders prepared
a table illustrating the correct allocation of DCL settlement
proceeds, available for free at:

http://bankrupt.com/misc/Tribune_NoteholdersSettlementAllocation.p
df

Mr. Golden tells Judge Carey that Non-LBO Creditors will receive
superior recoveries if:

   (i) only Step Two is avoided and (a) equitable principles
       like waiver, estoppel and assumption of risk preclude the
       Step One Lenders from sharing in the benefit of Step Two
       avoidance, (b) the Debtors' total distributable
       enterprise value is equal to or higher than $6.9 billion,
       or (c) the Step One Lenders' claims are equitably
       subordinated; or if

  (ii) all LBO debt is avoided only at Tribune.

Indeed, the Competing Plans are substantially similar in many
ways, and both enable the Debtors to reorganize successfully,
Mr. Golden points out.  However, he notes, with respect to
relative creditor recoveries under each plan, the DCL Plan
Proponents focus exclusively on the certainty and timing of
distributions rather than the metric the Court should focus on --
ensuring that creditors receive the recoveries to which they are
legally entitled.  Unlike the DCL Plan, the Noteholder Plan does
not introduce additional media interests that will complicate,
delay or adversely affect the FCC approval process, he stresses.

Essentially, the Court should confirm the Noteholder Plan, which
the DCL Plan Proponents admit "would not be subject to substantial
delay" before the Federal Communications Commission, in contrast
to the DCL Plan, which adopts a "fix-it-later" strategy with
inherent substantial delay, the Noteholders insist.

A full-text copy of the Noteholders' reply brief is available for
free at:

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

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICO MARINE: Plan Confirmation Hearing on July 18
--------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Trico Marine Services Inc. won approval of a disclosure
statement explaining the Chapter 11 plan.  The confirmation
hearing for approval of the plan is scheduled for July 18.
The parent's plan will distribute its portion of the former
subsidiaries' stock to the parent's creditors.

Mr. Rochelle recounts that earlier this month, non-bankrupt Trico
subsidiaries known as Trico Supply and Trico Shipping completed
their recapitalization and were spun off to be owned mostly by
creditors with $400 million in 11.875% secured notes.  As part of
the transaction, the Trico parent received 5% of the stock in the
former subsidiaries and warrants for another 10%.  The spinoff was
part of a settlement with the subsidiaries approved by the
bankruptcy court in February.

                     About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TWO GUYS GRILLE: Owners Sued by Bank for Intercompany Transfers
---------------------------------------------------------------
Wayne Faulkner at StarNews Online reports that a suit by RBC Bank
against principals and companies connected with Two Guys Grille
restaurants said that those companies and owners transferred
assets among the parties to fraudulently avoid creditors.

According to the report, the suit, filed last year by RBC and
being heard in N.C. Business Court, alleges that Two Guys
principals and New Hanover County businessmen Jonathan Duea and
Douglas Messina transferred assets between three companies in
order to block the Raleigh-based bank and other creditors from
collecting on debts.

Three companies are named in the suit: Two Guys Grille
Independence Inc., Two Guys Grille Oleander Inc. and Two Guys
Grille Management Group Inc.  Additionally, the suit charges the
corporations and Duea and Messina with constructive fraud and
unfair trade practices.

StarNews relates that one of the companies, Two Guys Independence,
is associated with operation of the now closed Two Guys Grille at
Independence Mall.

The suit said that the transfer of all of Two Guys Independence's
assets to Duea "was part of his plan and scheme to cause
Independence to cease operating the restaurant so that Duea and
Oleander could usurp all the assets of Independence for their own
benefit and the benefit of Messina and the Two Guys corporations."

The suit alleges that the companies are really one and the same.

StarNews relates that the suit, in its claim of fraudulent
transfer, alleges that "less than half of the $250,000 borrowed by
(Two Guys Independence) in October 2007 from Crescent State Bank
actually went to" Two Guys Independence.

In seeking to pierce the corporate veil, the suit says "Duea and
Messina have created multiple 'Two Guys' corporations, despite the
fact that all the corporations do business as Two Guys Grille;
share a single web site; used the same menu; have common
management; have common ownerships...and are operated for all
intents and purposes as a single entity."  More than $75,000 of
the $250,000 went to pay off a loan in the names of Duea and
Messina, and $50,000 of the $250,000 went into a CD that was
registered in Duea's name.


UNISYS CORP: Lee Roberts Elected to Board of Directors
------------------------------------------------------
Unisys Corporation announced that Lee D. Roberts has been elected
to the Unisys Board of Directors and appointed to the Compensation
Committee of the Board.

Roberts is CEO and president of BlueWater Consulting, LLC, a high-
tech management consulting company.  Prior to that, he was general
manager and vice president for Document, Content and Business
Process Management at IBM Corporation.  Roberts was with FileNET
Corporation from 1997 until its acquisition by IBM in 2006,
serving as its chairman and CEO from 2000 to 2006, its president
and CEO from 1998 to 2000 and its president and chief operating
officer from 1997 to 1998.  Prior to FileNET, Mr. Roberts spent
twenty years at IBM, where he held numerous senior management,
sales and marketing roles.

"We are excited to have Lee join the Unisys Board of Directors,"
said Unisys Chairman and Chief Executive Officer Ed Coleman.  "Lee
brings deep understanding of the IT industry, technology trends
and customer requirements to our Board and we look forward to
benefiting from his leadership and insights."

Roberts is also a director of QAD Inc.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at March 31, 2011 showed $2.95 billion
in total assets, $3.64 billion in total liabilities, and a
$692.10 million total stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.

"The upgrade reflects Unisys' improved financial profile following
the recent debt redemptions," said Standard & Poor's credit
analyst Martha Toll-Reed, "and adequate liquidity, which provides
some capacity at the current rating for potential earnings
volatility."

"The ratings reflect our view that Unisys' improved financial
profile and consistently positive annual free cash flow will
provide sufficient cushion in the near term to mitigate the
potential for ongoing revenue declines and operating performance
volatility," added Ms. Toll-Reed.


UNIGENE LABORATORIES: Sells New Jersey Property for $1.2-Mil.
-------------------------------------------------------------
Unigene Laboratories, Inc., on May 24, 2011, sold its real
property located at 110 Little Falls Road, Fairfield, New Jersey,
with the buildings and improvements thereon, and any furniture,
machinery, equipment and other personal property that the Company
owned and used to operate, repair and maintain the property, to
RCP Birch Road, L.L.C.  This sale was effected pursuant to an
Agreement for Sale of Real Estate, dated as of Jan. 31, 2011, by
and between the Company and the Purchaser, which agreement was
previously described on a Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on February 4,
2011.  In connection with the transfer of title of the Property,
on the Closing Date, the Company received an aggregate purchase
price of $1,200,000 from the Purchaser.

In connection with the sale of the Property, the Company executed
a Lease for Real Property, dated as of the Closing Date, pursuant
to which the Company has leased the Property from the Purchaser
for an initial term of seven years, which may be extended for one
renewal term of five years, for an annual base rent during the
initial term ranging from $135,000 to $145,000, and up to
approximately $156,000 in the renewal term.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $23.49
million in total assets, $69.89 million in total liabilities and a
$46.40 million total stockholders' deficit.


URBAN WEST: Acting U.S. Trustee Appoints 3-Member Creditors' Panel
------------------------------------------------------------------
August B. Landis, the acting United States Trustee for Region 17,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors who are willing to serve on the Official Committee of
Unsecured Creditors of Urban West Rincon Developers II, LLC and
affiliated debtors in possession.

The Creditors Committee members are:

      1. Project Management Advisors, Inc.
         150 South Wacker Drive, Suite 670
         Chicago, IL 60606
         ATTN: Gene Litterski
               Tel: (312) 207-1007
               Fax: (312) 207-1046
               E-mail: genel@pmainc.com

         ATTN: J. Michael Tracy
               Tel: (650) 491-8800
               Fax: (650) 491-8801
               E-mail: miket@pmainc.com

      2) Solomon Cordwell Buenz
         625 N. Michigan Ave., Suite 800
         Chicago, IL 60611

         ATTN: Chris Pemberton
               Solomon Cordwell Buenz
               16 Maiden Lane, 4th Floor
               San Francisco, CA 94108
               Tel: (415) 216-2460
               Fax: (415) 216-2451
               E-mail: chris.pemberton@scb.com

      3) Construction Analysts, Inc.
         1000 Orchard Court
         Pilot Hill, CA 95664

         ATTN: Richard F. Sindelar
               Tel: (760) 431-9555
               Fax: (760) 731-7512
                E-mail: r_sindelar@sbcglobal.net

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


URBAN WEST: Court OKs Luce Forward as Litigation Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has approved Urban West Rincon Developers II, LLLC and Rincon
Developers Phase II, LLC's application to employ Luce Forward
Hamilton & Scripps LLP as special counsel.

During its retention, Luce Forward, will, among other things:

   (a) to continue to provide advice and representation to the
       Debtors regarding transactional and partnership matters;

   (b) provide litigation support;

   (c) act as an expert witness as needed; and

   (d) provide information on historical transactions and business
       dealings for purposes of furnishing information to Debtors'
       bankruptcy counsel, tax counsel, and other professionals
       employed by the Debtors.

The firm will not receive compensation for its services from the
Debtors, but rather from its related entities.  Such related
entities will not have a claim against the Debtors for payments
made on its behalf for the firm's representation

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


URBAN WEST: Committee Hires Meyers Nave as Counsel
--------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California has approved the application of the
Official Committee of Unsecured Creditors of Urban West Rincon
Developers II and Rincon Developers Phase II, LLC, to employ:

         Michael A. Sweet
         Meyers Nave Riback Silver & Wilson
         575 Market Street, Suite 2600
         San Francisco, CA 94105
         (415) 421-3711

as counsel effective April 27, 2011.

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

                         About Urban West

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.  The Debtor listed
total assets of $28,851,986 and total liabilities of $39,180,356
in its schedules.


U.S. RENAL: S&P Affirms CCR at 'B'; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Plano, Texas-based U.S. Renal Care Inc.

"At the same time, we assigned to the company's proposed $40
million revolving credit facility and $215 million first-lien term
loan our 'B+' credit rating and '2' recovery rating, indicating
our expectation for substantial (70%-90%) recovery of principal in
the event of a payment default," S&P continued.

"When the company's existing term loan is repaid with proceeds
from the new financing, we will withdraw our ratings on that
debt," S&P noted.

"The low speculative-grade rating on Plano, Texas-based U.S. Renal
Care Inc. (USRC) reflects its highly leveraged financial risk
profile and vulnerable business risk profile," said Standard &
Poor's credit analyst Gail Hessol. Last year, the company acquired
Dialysis Corporation of America (DCA) in a largely debt-financed
transaction. Now, it plans to pay a special dividend that will be
financed with new borrowing. Pro forma adjusted leverage will
rise to 6.5x. The company's single-focus business is relatively
small, with limited geographic diversity. It depends on the
treatment of a single disease, and the pricing of its services is
subject to intense pressure from third-party payors.


VALENCE TECHNOLOGY: Incurs $12.68 Million Net Loss in Fiscal 2011
-----------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $12.68 million on $45.88 million of revenue for the year
ended March 31, 2011, compared with a net loss of $23.01 million
on $16.08 million of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's
recurring losses from operations, negative cash flows from
operations and net stockholders' capital deficiency raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/lUWY6O

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.


VALENCE TECHNOLOGY: Obtains $2 Million Loan Berg & Berg
-------------------------------------------------------
Berg & Berg Enterprises, LLC, loaned $2,000,000 to Valence
Technology, Inc., on May 25, 2011.  In connection with the loan,
the Company executed a promissory note in favor of Berg & Berg.
The Promissory Note is payable on Aug. 15, 2011, and bears
interest at a rate of 3.5% per annum.
On Oct. 26, 2010, the Company's Board of Directors authorized the
Company to engage in financing transactions with Berg & Berg, Carl
E. Berg, or their affiliates from time to time in an aggregate
amount of up to $10,000,000, if, and when needed by the Company,
and as may be mutually agreed.  The $2,000,000 promissory note
mentioned above was made pursuant to this authorization and
following such transaction, $6,000,000 remains available under
this authorization.

The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's
recurring losses from operations, negative cash flows from
operations and net stockholders' capital deficiency raise
substantial doubt about its ability to continue as a going
concern.


VALENCE TECHNOLOGY: Files Form S-8; Registers 1.5MM Common Shares
-----------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
1,500,000 shares of common stock to be issued under the 2009
Equity Incentive Plan.  A full-text copy of the filing is
available is available for free http://is.gd/2pnAeK

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's
recurring losses from operations, negative cash flows from
operations and net stockholders' capital deficiency raise
substantial doubt about its ability to continue as a going
concern.


VALLEJO, CA: Muni Bankruptcy Plan Confirmation Set for July 28
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the city of Vallejo, California, received formal
approval from the bankruptcy judge this week for the disclosure
statement explaining the municipal reorganization plan. The
confirmation hearing for approval of the plan was set for July 28.

Mr. Rochelle relates that approval of the disclosure statement
means creditors can begin voting on the plan.  The plan
restructures $50 million of publicly held debt secured by leases
on public buildings.  Without affecting pensions, the plan also
adjusts the claims and benefits of current and former city
employees.

                        About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VICTOR E. THOMPSON: Court Confirms Amended Plan
-----------------------------------------------
Chief Bankruptcy Judge Terry L. Myers confirmed the amended plan
of reorganization dated Jan. 13, 2011, filed by Victor and Teresa
Thompson, saying the Plan meets all the necessary requirements of
11 U.S.C. Sections 1129(a) and (b).  The Court overruled
objections to confirmation filed by Federal National Mortgage
Association through its servicing agent, IBM Lender Business
Process Services, Inc.  A copy of the Court's May 17, 2011
Memorandum of Decision is available at http://is.gd/BTuKVcfrom
Leagle.com.

Victor E. Thompson and wife Teresa B. Thompson, in Nampa, Idaho,
are in the business of buying and developing real estate.  Whether
they resell the properties or hold them as rental income producing
properties has varied with market conditions.  Their Plan
identifies 10 parcels of property on which they propose to
restructure debts.

The Thompsons filed for Chapter 11 bankruptcy (Bankr. D. Idaho
Case No. 09-00963) on April 16, 2009, represented by D. Blair
Clark, Esq. -- dbc@dbclarklaw.com -- as bankruptcy counsel.  In
their petition, the Thompsons listed $1 million to $10 million in
both assets and debts.


VITRO SAB: Subsidiaries Secure $30 Million Financing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that five subsidiaries of Vitro, S.A.B. de C.V. received
final approval on May 26 for $30 million in secured financing to
support their Chapter 11 cases.  Financing for the Chapter 11
cases comes from the existing secured lender Bank of America NA.
When the Chapter 11 cases began, debt to the bank included $8.6
million owing on a revolving credit and a potential liability of
$14.2 million on outstanding letters of credit.

All five subsidiaries were scheduled to go up for auction on
June 1.  There already is a contract to sell the U.S. businesses
for $44 million to an affiliate of Grey Mountain Partners LLC from
Boulder, Colorado.  Ccompetitor Arch Aluminum & Glass Co. Inc., an
affiliate of Sun Capital Partners Inc., previously said it would
offer $45 million for the assets.

Mr. Rochelle notes that the DIP loan allows the creditors'
committee to spend as much as $125,000 investigating the validity
of the secured claim.  The documents prohibit the bankruptcy court
from precluding the lender from buying the assets with secured
debt rather than cash.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VULCAN MATERIALS: S&P Rates Proposed Sr. Unsecured Notes at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Birmingham, Ala.-based aggregates materials
producer Vulcan Materials Co.'s proposed $ 1 billion senior
unsecured notes, which will be partially due Dec. 1, 2016, with
the remainder due June 1, 2021, with specific amounts for each
maturity to be determined. The issue rating on the notes is 'BB'
(same as the corporate credit rating). "The recovery rating on
both issues is '3', indicating our expectation of meaningful (50%
to 70%) recovery in the event of a payment default. The ratings
are based on preliminary terms and conditions and we expect the
notes to be issued from the company's shelf dated May 31, 2011,"
S&P noted.

S&P related, "We expect that proceeds from the proposed note
issuance will be used to repay amounts outstanding on Vulcan's
$1.5 billion revolving credit agreement due November 2012,
refinance its $450 million unsecured term loan, and fund a
partial tender offer for certain of Vulcan's outstanding 5.6%
senior notes due 2012 and 6.3% senior notes due 2013."

"The 'BB' rating and stable outlook reflect the combination of
what we consider to be Vulcan's satisfactory business risk profile
and aggressive financial risk profile. The rating also reflects
Vulcan's leading position in the highly fragmented U.S. aggregates
industry (primarily crushed stone, sand, and gravel), favorable
long-term prospects for infrastructure spending, and the
high operating margins inherent in the aggregates business.
Nonetheless, Vulcan's exposure to cyclical construction end
markets, its limited product scope, and very high debt levels
temper these strengths," S&P continued.

Vulcan Materials is the nation's largest producer of construction
aggregates, primarily crushed stone, sand, and gravel. The company
is also a major producer of asphalt mix and ready-mixed concrete,
as well as a leading producer of cement in Florida. The company
operates over 300 aggregates facilities and its primary operations
are located across the Southern and Western U.S.

Ratings List
Vulcan Materials Co.
Corporate credit rating                    BB/Stable/--

New Ratings
$1 bil. sr unscrd nts due 2016 and 2021    BB
  Recovery rating                           3


WAGSTAFF PROPERTIES: Has Interim Access to Secured Lenders' Cash
----------------------------------------------------------------
Wagstaff Properties LLC, asks the U.S. Bankruptcy Court for the
District of Minnesota to use unencumbered cash and cash
collateral.

Bankruptcy Judge Nancy C. Dreher previously authorized the
Debtor's interim access to the cash collateral.  The Court
scheduled a June 1, hearing to consider the Debtor's further
access to the cash collateral.

The Debtors secured lenders consist of General Electric Capital
Corporation, General Electric Capital Business Asset Funding Of
Connecticut, GE Capital Franchise Finance Corporation and Colonial
Pacific Leasing Corporation or Perella Weinberg Partners Asset
Based Value Master Fund I L.P. and Perella Weinberg Partners ABV
Opportunity Master Fund II A L.P.

The Debtors relate that the lenders may have a liens on or
security interests in certain of its assets.  As of the petition
date, April 30, 2011, the outstanding obligations to secured
creditors are approximately $47.5 million to the GE lenders and
$13.6 million to Perella.

The Debtors would use the cash and the proceeds of other assets
for the operation of their business.  A full-text copy of the cash
collateral budget is available for free at:

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

The GE lenders and Perella have consented to use of the GE
lenders' cash collateral and the Perella cash collateral,
respectively, on a limited and interim basis on the terms set
forth in the GE objection.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders a
replacement lien on the Debtors' assets and to make adequate
protection payments of $227,000 to GE and $33,634 to Perella.

                            Objections

General Electric Capital Corporation, et al., told the Court that
the GE Lenders are unaware of any unencumbered cash that the
Subject Debtors would have that is not otherwise subject to the GE
Lenders' security interests.

Perella, secured lenders to D & D Idaho Food, Inc., D & D Property
Investments, LLC, Wagstaff Texas, Inc. and Wagstaff Properties
Texas, LLC said that the Idaho/Texas Debtors have the burden to
come forward with an adequate protection package.

The lender also objected to the weekly payment of professional
fees without appropriate review.

                  About Wagstaff Properties LLC

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota Inc.
(Bankr. Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher
presides the case.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtor in their restructuring efforts.
The debtors estimated assets and liabilities at $10 million to
$50 million.


WARREN BEVAN: Court Upholds 2003 Discharge Order
------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt vacated a 2008 bankruptcy
court order that set aside the order of discharge for Warren
Alexander Bevan.  The 2008 Order stated that the discharge order
was inadvertently entered on July 2, 2003.  The City of San Jose
opposed the Debtor's request to vacate the 2008 Order.  Judge
Weissbrodt declined to determine whether San Jose's claim against
Mr. Bevan was discharged by the 2003 Discharge Order.  The judge
said it is readily apparent that the Court's original intent was
to allow the Debtor to receive a discharge, and the 2008 Order
contradicted that intent.

A copy of the Court's May 26, 2011 Memorandum Decision is
available at http://is.gd/NCOVA3from Leagle.com.

Warren Alexander Bevan filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Calif. Case No. 00-53249) on June 21, 2000.  The
Court on Nov. 5, 2002, entered an order granting a motion to
convert the Debtor's case to Chapter 7.  The Court entered an
order granting the Debtor a Chapter 7 discharge on July 2, 2003.


WASHINGTON MUTUAL: Says Newest Settlement Still Isn't Final
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc. said in a footnote to a
bankruptcy court filing that there is still no definitive
agreement with regard to the "tentative settlement" with equity
holders announced May 24.  The settlement provides, among other
things, the existing preferred and common equity holders would
drop opposition to the most recently modified plan in return for
some of the new common stock.  The amount wasn't disclosed.

According to the report, WaMu once again warned that if there
isn't a final settlement agreement, it will go ahead seeking
approval of the prior plan at the currently scheduled June 29
confirmation hearing, although without the stock for existing
equity holders.  Changes made in the sixth version of the plan
required creditors to vote again in advance of the June 29
hearing.  The plan from March was the result of the bankruptcy
judge's 109-page opinion in January explaining why she couldn't
confirm a prior version.

                    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.


WEBBERVILLE VILLAGE: S&P Ups Rating on Series 1994 Bonds From 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Webberville, Mich.'s series 1994 water and sewer bonds to 'BBB-'
from 'BB'. The outlook remains stable.

"The upgrade is due to the village's improved debt service
coverage through recently adopted multiyear rate increases," said
Standard & Poor's credit analyst Corey Friedman.

Credit weaknesses supporting the rating include S&P's view of the
village's:

    * Recent trend of insufficient annual debt service coverage,
      requiring the use of unrestricted cash to make annual debt
      service payments;

    * Significant depletion of cash reserves in recent years with
      management expecting improvement in cash; and

    * Significant rate increases, although approved for a
      multiple-year horizon.

These weaknesses are moderated by S&P's view of Webberville's:

    * Participation in the greater Ann Arbor, Mich., economic
      base; and

    * Good income levels in the village, as measured by median
      household effective buying income.

According to S&P, "The stable outlook reflects our expectation
that the utility will continue to make the necessary steps to
continue sustaining at least an adequate financial position, which
also includes adequate annual debt service coverage and liquidity
levels. Future rating direction will be predicated on such
actions. The utility's reversion to showing insufficient debt
service coverage and significant liquidity declines to pay debt
service could pressure the rating downward."


WINDSOR PLUMBING: M.D. Fla. Court Rules on Gov't Suit v. Owner
--------------------------------------------------------------
District Judge Patricia C. Fawsett ruled on summary judgment
motions filed in the 13-year old suit, United States of America,
v. Sholam Weiss, et al., Case No. 6:98-cr-99-Orl-19KRS (M.D.
Fla.).  Sholam Weiss was convicted of various crimes, including
racketeering in violation of the Racketeer Influenced and Corrupt
Organizations Act, 18 U.S.C. Sec. 1961, et seq.  The jury found
that Mr. Weiss should forfeit specifically named properties and
money.  During the criminal trial Mr. Weiss admitted that he used
nominees to "hide out" from banks and judgment creditors.  The
Court has noted throughout the post-trial proceedings in the case
that Mr. Weiss typically used the modus operandi of installing
nominees to act as a front in name for Mr. Weiss's ownership
interests.

On Jan. 19, 2009, the Court entered a Preliminary Order of
Forfeiture for Substitute Assets belonging to Mr. Weiss in partial
satisfaction of the outstanding forfeiture money judgment.  The
substitute assets include real properties located at 255 Viola
Road, Monsey, New York and 65 East Concord Drive, Monsey, New
York.  Both of the properties are presently titled in the name of
Mr. Weiss's wife, Goldie Feig Weiss.

On Nov. 24, 2009, Ms. Feig filed a Petition of Innocent Ownership
to exclude the Viola Road and Concord Drive properties from
forfeiture.  Both the Government and Ms. Feig have moved for
summary judgment on the Petition, and Magistrate Judge Karla R.
Spaulding has entered a Report and Recommendation denying both
Motions.  Ms. Feig and the Government have filed objections to the
Report and Recommendations, and both parties' objections are
opposed by a response.

A copy of Judge Fawsett's May 27, 2011 Order is available at
http://is.gd/YWR6H8from Leagle.com.

Mr. Weiss was the President and sole shareholder of Windsor
Plumbing Supply, Inc.  In 1990, creditors filed a petition for
involuntary bankruptcy against Windsor.  On March 21, 1990, Mr.
Weiss filed a petition converting Windsor's involuntary Chapter 7
bankruptcy to a Chapter 11 bankruptcy.  The petition listed 17
pending actions against Windsor and Mr. Weiss and indicated that
the bankruptcy involved $18 million in liabilities.


WOLVERINE TUBE: Sues to Stop Plainfield's Objection
---------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that Wolverine Tube
Inc. filed suit in Delaware on Friday against one of its
noteholders, Plainfield Asset Management LLC, seeking to stop it
from pulling critical support for Wolverine's reorganization plan.

According to Law360, Wolverine filed its complaint in Delaware
bankruptcy court to preempt Plainfield's objection, which was
filed Tuesday. Wolverine filed for bankruptcy protection in
November 2010 after attempts to effect an out-of-court financial
restructuring proved unsuccessful.

Dow Jones' DBR Small Cap reported that Plainfield is refusing to
back down from its opposition to Wolverine Tube's reorganization
plan, making it "virtually impossible" for the company to confirm
the proposal unless it submits to changes, according to the
secured noteholder.

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


Z COM: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: Z COM, LLC
        40235 Gulliver Drive
        Sterling Heights, MI 48310

Bankruptcy Case No.: 11-55253

Chapter 11 Petition Date: May 30, 2011

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

Judge: Marci B. McIvor

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

The petition was signed by Deyaa Dickow, member.


ZANETT INC: Delays Filing of First Quarter Form 10-Q
----------------------------------------------------
Zanett, Inc., said it is unable to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011, within the
prescribed time period on or before May 16, 2011, due to the fact
that the Company was unable to finalize its unaudited financial
results as well as the disclosure requirements of Form 10-Q
without unreasonable expense or effort.  As a result, the Company
could not obtain the necessary review of the Form 10-Q and
signatures thereto in a timely fashion prior to the due date of
the Form 10-Q.

                         About Zanett Inc.

Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies.  Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.

Zanett Inc. in November 2010 said it remains in discussion
to replace its revolving credit facility with Bank of America.
Zanett was not in compliance with certain loan covenants as of
Sept. 30, 2010.  The credit facility matured on June 21, 2010.
The Company's line of credit was subject to a forbearance
agreement with BofA.

Zanett Inc. reported a net loss of $1.66 million on $48.04 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $2.32 million on $41.37 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.29 million
in total assets, $22.69 million in total liabilities and $5.60
million in total stockholders' equity.

Amper, Politziner & Mattia, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred a
significant loss from continuing operations, has a working capital
deficit and all of its outstanding debt is either currently
payable or payable within the next twelve months.


* Municipal Bondholders Face Less Risk Than Public Services
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that even if a much-feared
municipal finance crisis does materialize, concerns about the
impact on holders of municipal bonds might be misplaced.


* Conversions From Chapter 13 to 7 and Back to 13 Permissible
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual in Chapter 7 has the right to convert
the case to Chapter 13 even though he had previously converted the
case from 13 to 7, the U.S. Court of Appeals in St. Louis ruled on
May 17.  The 8th Circuit in St. Louis followed a similar ruling in
March by the circuit's Bankruptcy Appellate Panel.  The new case
is Advance Control Solutions Inc. v. Justice, 10-3168, 8th U.S.
Circuit Court of Appeals (St. Louis).


* Private Employer May Deny Job Over Applicant's Bankruptcy
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta is the second
circuit court in two months to rule that Section 525(b) of the
Bankruptcy Code does not prohibit a private employer from denying
employment on account of a job candidate's bankruptcy.  Federal
bankruptcy law prohibits private employers from firing someone on
account of bankruptcy.  Section 525(a) prohibits governmental
employers from denying a job to someone on account of bankruptcy.
The new case is Myers v. Toojay's Management Corp., 10-10774, 11th
U.S. Circuit Court of Appeals (Atlanta).


* Second Detroit Judge Says Late Retainer Agreements OK
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that another U.S. district judge in Detroit visited the
question of whether a bankruptcy lawyer can be paid for services
if the client signed the retainer agreement more than five days
after services were first rendered.  U.S. District Judge Stephen
J. Murphy III, in an opinion on May 30, agreed with an April
opinion by U.S. District Judge David M. Lawson.  In different
cases involving the same law firm, the judges agreed that the
five-day requirement isn't "material."  If the five days allowed
for signing a retainer agreement were "material," the lawyer
couldn't be paid for representing the individuals in Chapter 13s.
The new case is B.O.C. Law Group PC v. Carroll (In re Galloway),
11-10380, (E.D. Mich.).


* Failure to Pay Taxes Alone Doesn't Prevent Discharge
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Cincinnati ruled on May
16 that not paying taxes for almost 10 years isn't evidence by
itself of a willful attempt at tax evasion.  Consequently, the
unpaid taxes were discharged in bankruptcy.  Section 523(a)(1)(C)
of the Bankruptcy Code says a tax debt isn't discharged when the
bankrupt "willfully attempted in any manner to evade or defeat
such tax."

Mr. Rochelle relates that the case involved an individual who
filed tax returns for the years 1994 through 2005 and failed to
pay any taxes for seven of the years.  She filed under Chapter 7
in 2002 and received a discharge in 2004.  The government sued her
in U.S. District Court in 2007 alleging that taxes for the years
1997 and earlier weren't discharged.

According to the report, the majority opinion, written by U.S.
District Judge Stephen J. Murphy, sitting by designation, said the
government failed to meet its burden of proof.  The government was
required to prove that the taxpayer evaded taxes "through acts of
omission" or "through acts of commission," he said.

The case is U.S. v. Storey, 09-3848, U.S. 6th Circuit Court of
Appeals (Cincinnati).


* Bankruptcy Case Tests Ruling by Fifth Circuit Chief Judge
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 16 active judges on the U.S. Court of Appeals in New
Orleans heard reargument on May 23 in a case representing a
challenge to Chief Judge Edith H. Jones's ability to shape
bankruptcy law in the 5th Circuit.  Judge Jones, by placing
herself on many three-judge panels involving key bankruptcy
appeals, has helped to move 5th Circuit laws on corporate
reorganizations and individual bankruptcies in directions that
diverge from the other 10 U.S. courts of appeal.  The 5th circuit,
based in New Orleans, makes law binding on bankruptcy and district
courts in Texas, Louisiana and Mississippi.

According to Mr. Rochelle, in the case reargued on May 23, Reed v.
City of Arlington, Judge Jones wrote the original opinion in
September for a three-judge panel.  Reversing a district judge,
Judge Jones barred a bankruptcy trustee from collecting a
$1 million judgment because the bankrupt, not the trustee,
committed a fraud.

Mr. Rochelle relates that the case involved a fireman who filed
for bankruptcy after he obtained judgment in excess of $1 million
against the city which had employed him.  He repeatedly failed to
disclose the judgment in his bankruptcy papers and was found out
only after the appeals court affirmed the judgment.  The
bankruptcy trustee sought to collect the judgment so the proceeds
could be used to pay creditors in full.  U.S. District Judge Terry
R. Means crafted a resolution that would have allowed the trustee
to collect enough to pay creditors fully while preventing the
bankrupt from getting anything.  When the case came to the circuit
court a second time on appeal, Judge Jones overturned Judge Means,
ruling that neither the trustee nor the bankrupt was entitled to
collect anything.

Judge Jones, according to Mr. Rochelle, said it wasn't proper to
"distinguish the debtor's conduct from the trustee in applying" a
legal principle called judicial estoppel.  Without citing case-law
authority, Judge Jones broadly stated that the trustee "succeeds
to the debtor's claim with all its attributes," including the
"potential for judicial estoppel."

During argument on May 23, Judge Jones indicated that she believed
her September ruling was correct.  By contrast, former Chief Judge
Carolyn D. King, a bankruptcy expert before being appointed to the
appeals court, lauded Judge Means for "how well he handled the
case."  Given how often bankrupts try to conceal property, Ms.
King questioned whether it would be proper to "vaporize the
assets" every time a bankrupt lies.

The Commercial Law League, Mr. Rochelle reported, said in a brief
seeking to overturn Judge Jones's opinion that her ruling didn't
follow a previously decided 5th Circuit case involving similar
facts, where the ruling went the other way.

According to Mr. Rochelle, among lawyers specializing in
bankruptcy reorganization, Judge Jones is most noted for her 2008
opinion in a case called Dynasty Oil & Gas LLC v. Citizens Bank
(In re United Operating LLC).  Her opinion, not followed in any
other circuit, ruled that a Chapter 11 plan must contain a
"specific and unequivocal" statement of all lawsuits to be
prosecuted after confirmation.  If not "expressly" listed, the
suit must be dismissed.  The result is to make it difficult for
creditors to increase recoveries by bringing lawsuits after
Chapter 11 reorganizations are completed.

Mr. Rochelle adds that in another opinion last year, Jones
reversed two lower courts and told the third-party buyers of
Scotia Pacific Co. and affiliate Pacific Lumber Co. that they must
pay an extra $29.7 million because the bankruptcy judge made a
mistake in calculating the amount owed to secured lenders for
using their collateral during the Chapter 11 case.

The case argued May 25 is Reed v. City of Arlington,
08-11098, 5th U.S. Circuit Court of Appeals (New Orleans).


* Exemption Can Be Waived Only With Survivorship Rights
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
according to a May 25 opinion from U.S. District Judge William T.
Lawrence in Terre Haute, Indiana, when husband and wife file
bankruptcy, one can elect not to take an exemption on property
owned as joint tenants with right of survivorship.  The case is
Lorenz v. Halcomb (In re Halcomb), 10-334, U.S. District Court,
Southern District Indiana (Terre Haute).


* INSOL International Unveils List of New Fellows
-------------------------------------------------
INSOL International unveiled list of the second graduating class
of the Global Insolvency Practice Course.  The successful
participants are now formally recognized as a Fellow, INSOL
International.

   -- Alberto Angeloni, DLA Piper, Italy;
   -- Timothy Barnes, Curtis, Mallet-Prevost, Colt & Mosle LLP;
   -- Daniel Bryant, PPB Advisory;
   -- Jan Bunnemann, Hogan Lovells International LLP;
   -- Scott Cruickshank, Lennox Paton, British Virgin Islands;
   -- Matthew Eliot, International Finance Corporation, Hong Kong;
   -- Carmen Genovese, International Finance Corporation, Turkey;
   -- Matthew Goucke, Walkers, Cayman Islands;
   -- Said Jahani, Grant Thornton, Australia;
   -- Lucas Kortmann, RESOR NV, The Netherlands;
   -- Timothy Le Cornu, KRyS Global, Cayman Islands;
   -- Richard Mizak, Alvarez and Marsal, USA;
   -- Jeffrey Oliver, Gowlings LLP, Canada; and
   -- Lee Pascoe, Norton Rose Group, Australia.

The Global Insolvency Practice Course is the pre-eminent advanced
educational qualification focusing on international
insolvency.

With the fast growing number of cross-border insolvency cases and
the adoption in many jurisdictions of international insolvency
rules and provisions, the turnaround and insolvency profession
faces increasing challenges in the current economic environment.
The current outlook demonstrates that the practitioners of
tomorrow need to have extensive knowledge of the transnational and
international aspects of legal and financial problems of
businesses in distress.

The format of the fellowship program is intensive, carried out
over three modules.  The first module was held in London from
the October 4-6, 2010 at University of London.  The second module
took place in Singapore from the March 11-13, 2011, prior to
the INSOL annual conference.  The last module involved the
students utilizing web enabled technology which included a virtual
court and undertaking real time negotiations for a restructuring
plan involving multiple jurisdictions.  The platform for this
module was made available through the generous support of the
University of British Columbia, Vancouver, Canada.  A number of
senior judges from around the world took part in Module C in order
for the participants to gain experience of court to court
situations.  The judges included The Hon. Robert Drain, US
Bankruptcy Judge, Southern District of New York; Mr. Justice
Alastair Norris, Justice of the High Court, Chancery Division,
Royal Courts of Justice, London; The Hon. Justice David Tysoe,
Justice of the British Columbia Court of Appeal, Vancouver,
Canada; The Hon. Judge Jean-Luc Vallens, Magistrat, Cour
Commerciale, Strasbourg, France; The Hon. Justice Kaul, High Court
of Delhi, India; The Hon. James Farley, retired, Ontario
Superior Court of Justice (Commercial List), Toronto, Canada.

Admission to the course is limited to a maximum of 20 candidates
each year.  This ensures academic excellence and the
opportunity for good personal contact between students and
faculty.  Potential candidates must already hold a degree or
equivalent to be considered for this program and must have a
minimum of 5 years experience in the field.  Participants
represent the different jurisdictions of the World.

INSOL was formed in 1982 and has grown in stature to become the
leading insolvency association in the world.  It is a valuable
source of professional knowledge, which is being put to use around
the world on diverse projects to the benefit of the business
and financial communities.

                         INSOL'S Mission

INSOL with its Member Associations will take the leadership role
in international turnaround, insolvency and related credit
issues; facilitate the exchange of information and ideas;
encourage greater international co-operation and communication
amongst the insolvency profession, credit community and related
INSOL International is a worldwide federation of national
associations of accountants and lawyers who specialize in
turnaround and insolvency.  There are currently 40 Member
Associations with over 9,500 professionals participating as
members.


* BOOK REVIEW: All Organizations Are Public
-------------------------------------------
Author: Barry Bozeman
Publisher: Beard Books
Softcover: 201 pages
List Price: $34.95

Bozeman breaks down the simple, widely-accepted categorization of
organizations into either public or private, with the former being
government organizations and everything else, private.  This view
of the innumerable and widely varied organizations in all parts of
the United States has held up since at least the latter 1800s even
though it is demonstrably inapplicable.  It's plain that not all
government organizations are public; the CIA and FBI are but two
that can hardly be labeled this.  And not all other organizations
lumped into the category of private can be said to be this since
they operate in one way or another in the public domain and are
subject in varying ways to varying degrees to the public's
representative, namely the government.

Even in recent decades as government has grown ever larger and
more involved in all areas of the society and corporations have
become more expansive and changeable with globalization, the
simplistic, inaccurate division of public and private continues to
hold up.  The "sector blurring" Bozeman was seeing when he first
wrote this work in the 1980s has increased and accelerated, making
All Organizations Are Public a more relevant and useful guide to
understanding the topology and workings of today's organizations
that it was when it was first published.  The outsourcing of
certain tasks traditionally done by American servicemen and women
to civilian employees of a business organization is one current
example of operations and an organization which cannot fall neatly
into the public-private categorization.  The more complex
relationship-at times virtually a cooperation-between government
and corporations in the globalization of business is another
current example of the "sector blurring" prompting Bozeman to take
the measure of what was very noticeably happening with modern-day
organizations.  He not only reports what has been going on, but
also develops concepts and devises principles of use for corporate
strategists and managers as well as business school teachers,
entrepreneurs considering starting or expanding a business, and
government officials.

Bozeman's view of modern organizations rests not on the common and
changeable references of popular opinion, the marketplace of
ideas, or the phenomena of consumerism, but on the central social
reality of "political authority."  In doing away with the
conventional, yet misleading categories of public and private,
Bozeman does not leave the reader with a vague, cosmic-like view
of the field of organizations.  The two categories are replaced
with an interrelated set of axioms and corollaries bringing a
logic and order to the vast and diverse world of organizations.
The first axiom is, "Publicness is not a discrete quality but a
multidimensional property.  An organization is public to the
extent that it exerts or is constrained by political authority."
The first corollary to this is, "An organization is private to the
extent that it exerts or is constrained by economic activity."

Bozeman recognizes that government-i.e., "public"-and
organizations formed or owned by regular citizens-i.e., "private"-
do have differences. They come into being from different motives
and different purposes, and they are related to the public in
different ways and operate differently.  Nonetheless, the
structure and operations of all organizations are affected, and in
some cases determined, by the overriding political authority.  In
Bozeman's conception, "publicness refers to the degree to which
the organization is affected by political authority."  Some are
tightly controlled by this political authority, while others are
barely touched by it.  But no organization is entirely free of
such authority.  With his axioms and corollaries, Bozeman gives
principles and characteristics for apprehending the nature of
particular organizations.

Today's research and development (R&D) organizations are a kind of
organization that the conventional public-private categorization
cannot begin to make sense of.  "Research and development
organizations provide a fertile ground for analysis of dimensions
of publicness."  As hybrids involving aspects of universities,
government, and industry, R&D organizations are playing important
economic and social roles in such areas as health, the
environment, demographics, and welfare.  Many are located at
universities and run by faculty members.  Many corporations have
R&D divisions.

The value and relevance of Bozeman's key factor of political
authority is seen especially with respect to R&D organizations.
Current government policies on stem cell research demonstrate how
Bozeman's central factor of "political authority" is applied to
understand any particular organization engaged in such research.
It's a matter of where an organization falls in the spectrum of
degrees of being affected by political authority, not the
uninformative, sterile decision as to whether an organization
should be labeled public or private.

Bozeman's view of organizations takes into account the reality
that the term "private" has little meaning with respect to
organizations.  All organizations, like all citizens, are subject
to the political authority somehow, notably the laws and
regulations.  But Bozeman is not interested simply in arguing for
a new theory of organizations.  His "multidimensional view of
publicness" in tune with the complexity, diversity, and changes
among today's organizations can help readers more effectively
steer and develop their own organization and work with other
organizations.



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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
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Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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