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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 6, 2011, Vol. 15, No. 155

                            Headlines

3515 WILSHIRE: Taps SulmeyerKupetz as Bankruptcy Counsel
3900 BISCAYNE: Cash Collateral Hearing Continued Until June 22
ACCESS PHARMACEUTICALS: Two Directors Elected at Annual Meeting
ACTIVECARE INC: Posts $1.7 Million Net Loss in Q2 Ended March 31
AE BIOFUELS: Unit Sells Land to A.L. Dougherty for $1.59-Mil.

AES CORP: Moody's Assigns 'B1' Rating to Unsecured Note Offering
AES CORP: Fitch Rates New $1-Bil. Senior Notes at 'BB/RR2'
AES EASTERN: S&P Cuts Rating on $550MM Certificates to 'CCC'
ALDA PHARMACEUTICALS: Posts C$262,700 1st Quarter Net Loss
AMERICAN COMMERCE: Peter Messineo Raises Going Concern Doubt

ANCHOR BANCORP: Amends 2008 Credit Agreement with U.S. Bank
ARCH COAL: S&P Rates $2-Bil. Senior Unsecured Notes 'B+'
ARCH COAL: Fitch Assigns 'BB-' Issuer Default Rating
ASHFORD CDO: Moody's Lifts Rating on Class A-2L Notes to 'Caa3'
ASHLAND INC: Moody's Reviews 'Ba1' Rating for Downgrade

ATLANTIC BANK: Closed; First Citizens Bank Assumes Deposits
AURA SYSTEMS: Filing of Form 10-K for Yr. Ended Feb. 28 Delayed
AURORA DIAGNOSTICS: S&P Assigns 'B' Corporate Credit Rating
AUTOTRADER.COM: VinSolutions Purchase Won't Change Moody's Ratings
AXION INTERNATIONAL: Appoints Allen Hershkowitz to Board

BEAR VALLEY: Case Summary & 9 Largest Unsecured Creditors
BIOLASE TECHNOLOGY: Board Declares 1% Stock Dividend
BIOLIFE SOLUTIONS: Expands Customer Base in Medicine Market
BION ENVIRONMENTAL: Gets Credit Certification for Kreider Farm
BIOPACK ENVIRONMENTAL: Cancels Sale & Purchase Pact with Well

BLOCK 106: Case Summary & 6 Largest Unsecured Creditors
BLUE DOLPHIN ENERGY: Posts $432,100 Net Loss in Q1 2011
BOWE BELL + HOWELL: U.S. Trustee Opposed Sale Settlement
BROWN PUBLISHING: Wins Confirmation of Liquidating Plan
CALPINE CORP: Fitch Assigns 'B' Issuer Default Rating

CAMDEN PROPERTY: Fitch Rates Preferred Stock at 'BB+'
CAPSALUS CORP: Kevin Quirk Resigns; Steve Grubner Acts as CEO
CATALYST PAPER: Extends Asset Based Loan Facility by 3 Years
CDC PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
CELLULAR ONE: Moody's Withdraws Ratings on Canceled Refinancing

CHINA DU KANG: Reports $59,900 Net Income in First Quarter
CHINA GINSENG: Posts $223,600 Net Loss in March 31 Quarter
CHRYSLER GROUP: S&P Assigns 'B+' Corporate Credit Rating
CLAIRE'S STORES: Incurs $19.59 Million Net Loss in April 30 Qtr.
CLAIRE'S STORES: Bank Debt Trades at 8% Off in Secondary Market

CLEARWIRE CORP: To Shift Customer Care Operations to TeleTech
COLONIAL BANCGROUP: Court Confirms Revised Liquidation Plan
CONTECH CONSTRUCTION: S&P Affirms CCR at 'B-'; Outlook Negative
CORTEX PHARMACEUTICALS: Posts $1.6 Million Net Loss in Q1 2011
CORUS BANKSHARES: Executives Reach $10M Deal With Investors

COVENTRY HEALTH: Moody's Rates $600-Mil. Senior Notes at 'Ba1'
CROWN AMERICA: Moody's Affirms 'Ba2' Corporate Family Rating
CROWN HOLDINGS: S&P Ups CCR to 'BB+' on Strengthening Financials
CRYSTALLEX INT'L: Sr. Notes Holders Serve Notice of Application
DAHUA INC: Posts $141,900 Net Loss in Q1 2011

DECOR PRODUCTS: Reports $650,500 Net Income in March 31 Quarter
DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 12% Off in Secondary Market
DIVERSEY: Fitch Places 'B-' IDR on Rating Watch Positive
DJSP ENTERPRISES: DAL Enters Into Forbearance Agreement with BNA

EDIETS.COM INC: To Effect a 1-for-5 Reverse Stock Split
EL PASO CORP: Moody's Changes Rating Outlook to Positive
ELGIN ENTERPRISES: Case Summary & 16 Largest Unsecured Creditors
ENIVA USA: Wants to Purchase Contract for Deed of Real Property
ENIVA USA: Selling Packaging Equipment to Kapra Cosmetics

FIRST COMMUNITY BANK: Receives $10 Million in Cash After Merger
FIRST COMMUNITY BANK: Cancels Registration of Unsold Securities
FIRST UNITED ETHANOL: Posts $4.6MM Net Loss Qtr. Ended March 31
FKF MADISON: Wants Plan Filing Exclusivity Until Sept. 30
FLETCHER GRANITE: Seeks Approval of Add'l Work for Yoshida

FONAR CORP: Red Oak Discloses 8.03% Equity Stake
FORESTAR GROUP: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
FULL CIRCLE: Taps Heritage for CRO & Investment Banking Services
GATEHOUSE MEDIA: Bank Debt Trades at 63% Off in Secondary Market
GEORGIA GULF: Moody's Raises CFR to 'Ba3'; Outlook Stable

GEREN L WILLIAMS: Plan Due June 30 Under U.S. Trustee Accord
GRAY TELEVISION: Eleven Directors Elected at Annual Meeting
GREENBRIER COS: Executives Granted 251,000 Shares of Stock
GREENWICH SENTRY: Proposes Bifferato as Delaware Counsel
GUIDED THERAPEUTICS: William Zachary Won't Stand for Reelection

GUNDLE/SLT ENVIRONMENTAL: S&P Assigns 'B-' Issue-Level Ratings
HAMPTON ROADS: Consolidates Nine Bank Branch Locations
HOMELAND SECURITY: Brian Griffin Resigns as Director
HORIZON LINES: Enters Into RSA with Senior Notes Holders
HS OF DELAWARE: Hartstrings to Liquidate Under Ch. 7

HQ SUSTAINABLE: Receives Additional Deficiency Letter
HUBBARD PROPERTIES: Committee Taps Hill Ward as Legal Counsel
HUBBARD PROPERTIES: Hires Van Middlesworth as Accountant
HUBBARD PROP: U.S. Trustee Appoints 3-Member Creditors' Panel
IA GLOBAL: Appoints Mark Lev to Board of Directors

IAC/INTERACTIVE CORP: Moody's Says 'Ba2' CFR Unaffected by Meetic
INCOMING INC: Posts $151,600 Net Loss in March 31 Quarter
INTEGRA BANK: Closes Sale of Wealth Management & Trust Division
INTERNAL FIXATION: Posts $399,000 Net Loss in Q1 2011
INTERNATIONAL TEXTILE: Amends Credit Agreement with GE Capital

INTERNATIONAL WIRE: Moody's Affirms 'B2' Corporate Family Rating
INTERNATIONAL WIRE: S&P Assigns 'B' Corporate Credit Rating
ITRON INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
JBI INC: Posts $2.8 Million Net Loss in Q1 2011
JETBLUE AIRWAYS: 10 Director Nominees Elected at Annual Meeting

K-V PHARMACEUTICAL: Names P. Christmas as VP and General Counsel
KEVEN A MCKENNA: Appointment of Chapter 11 Trustee Upheld
KH FUNDING: Hires Zoellner as Loan Portfolio/REO Manager
LA JOLLA: Has 20.35 Million Outstanding Common Shares
LAKOTA CANYON: Alpine Bank Wants Case Transferred to Colorado

LAKOTA CANYON: Alpine Bank Says Assets Are Mismanaged
LAKOTA CANYON: Asks for Approval for Oliver & Friesen Hiring
LAWRENCE SALANDER: Wife Can't Bring Claims in Foreclosure Suit
LEED CORP: Hires Jay R. Hartman as Residential Appraiser
LEED CORP: Seeks to Hire Petersen Moss Hall & Olsen as Co-Counsel

LEED CORP: Wins Approval for W.L. Grigg as Accountant
LEGACY VULCAN: Moody's Assigns 'Ba1' Rating to Proposed Notes
MAJESTIC TOWERS: Taps Joseph Herman as Special Labor Counsel
MARK JONES: Case Summary & 13 Largest Unsecured Creditors
MERCANTILE BANCORP: No Comment on Unusual Stock Price Activity

MIRRIAH BUILDERS: Case Summary & 6 Largest Unsecured Creditors
MORGAN'S FOODS: Grant Thornton Raises Going Concern Doubt
MP-TECH AMERICA: Committee Asks Court to Reconsider DIP Loan
MP-TECH AMERICA: EXIM Bank Asks Court to Reconsider DIP Loan
MT. ZION: Obtains Amendment to Cash Collateral Order

NEXITY FINANCIAL: Wants Case Converted to Chapter 7 Liquidation
NNN 2400: U.S. Trustee Unable to Form Committee
NORCRAFT COS: S&P Ups Corp. Credit Rating to 'B'; Outlook Stable
NURSERYMEN'S EXCHANGE: Asks to Hire Lawyer for Labor Dispute
ONTARIO BUSINESS: Case Summary & 13 Largest Unsecured Creditors

OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
ORKNEY HOLDINGS: S&P Amends Rating on $850MM Series A Notes to 'D'
OTTER TAIL: June 9 Hearing on Plan Solicitation Procedures
OXIGENE INC: Files Prospectus Supplement to Form S-3
PBJT935927 2008: Case Summary & XX Largest Unsecured Creditors

PERKINS & MARIE: Delays Filing of Form 10-Q for April 17 Quarter
PETROFLOW ENERGY: Closes Global Settlement Transaction
PHILADELPHIA RITTENHOUSE: Appeals Bankruptcy Case's Dismissal
PRIDE INT'L: Moody's Upgrades Notes Ratings to 'Baa1' from 'Ba1'
QIMONDA AG: Administrator Reaches Settlement Deal With Elpida

QUANTUM FUEL: Senior Lenders Demand $808,684 Under Term Note B
R & S ST. ROSE: Amends Schedules of Assets and Liabilities
R & S ST. ROSE: Taps David J. Merrill, P.C. as Special Counsel
RADIANT OIL: Incurs $231,500 Net Loss in March 31 Quarter
RADIENT PHARMACEUTICALS: Addresses Default of FY2010 Notes

RASER TECHNOLOGIES: Wins Approval of $12.5 DIP Loan; Abandons Sale
RCB DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market
REGEN BIOLOGICS: Sues FDA Seeks Restoration of Knee-Device OK
REITTER CORP: Wants Until June 24 to File Amended Plan Outline

REXAIR LLC: S&P Affirms Corporate Credit Rating at 'B'
ROCHA DAIRY: Case Summary & 20 Largest Unsecured Creditors
ROCK-TENN CO: S&P Lowers Rating on Senior Notes to 'BB+'
ROUND TABLE: Taps Frank Rimerman to Audit and Do Accounting Tasks
ROUND TABLE: Wants First Bankers as ESOP Trustee

ROUND TABLE: Taps Hinman & Carmichael to Assist in Beverage Law
ROUND TABLE: Taps McNutt Law and St. James Law as Co-Counsel
ROUND TABLE: Committee Taps Bailey Elizondo as Financial Advisor
ROUND TABLE: Taps Littler Mendelson to Assist on Employment Law
ROUND TABLE: Taps Johanson Berenson as ESOP Trustee Counsel

ROUND TABLE: Taps Huntley Mullaney as Real Estate Consultant
SAGUARO RANCH: Arizona Court Rejects 3rd Amended Plan
SALLY HOLDINGS: Agrees to Settle L'Oreal Litigation
SEALED AIR: S&P Places 'BB+' Corp. Credit Rating on Watch Negative
SEALY CORP: H Partners Discloses 13.6% Equity Stake

SENTINEL MANAGEMENT: Trustee Refuse to Release Docs., FTN Says
SEQUENOM, INC: Enters Into $30MM Loan Security Pact with Silicon
SHARPER IMAGE: Gift Card Holders to Split $1+ Million Pot
SOMERSET INTERNATIONAL: Posts $463,500 First Quarter Net Loss
SONICBLUE INC: Claim Trader Not Insulated by Confirmation Order

SOUTH CAPITAL GROUP: NAI Claim Allowed as General Unsecured
SOUTHWARK FARM: Case Summary & 20 Largest Unsecured Creditors
SOUTHPEAK INTERACTIVE: Earns $3.2 Million in Q3 Ended March 31
SOUTHWEST GEORGIA ETHANOL: Seeks Aug. 1 Plan Exclusivity
SPECIALTY TRUST: Wants Access to DIP Loan Cash Until July 2

ST. JOHN: S&P Raises Debt Rating to 'B' on Improved Performance
ST. KITTS AND NEVIS: Government Pursues Debt "Restructuring"
STATION CASINO: Fired Workers Lead Large Civil Disobedience
STEINWAY MUSICAL: Moody's Upgrades Corporate Family Rating to B1
STEVE & BARRY'S: Workers Seek to Revive Suit Over Mass Layoff

STILLWATER MINING: Operations Back to Normal
SUNGA ENTERPRISES: Case Dismissed for Not Filing Ownership Report
SULPHCO, INC: Cuts More Workforce, Pursues Strategic Alternatives
SUNNYSLOPE HOUSING: Files Schedules of Assets & Liabilities
SUNNYSLOPE HOUSING: Wins OK to Hire Engelman Berger as Counsel

TBS INTERNATIONAL: Takes Delivery of Sixth Newbuild Tweendecker
TELEFLEX INC: Moody's Rates Senior Subordinated Notes at 'B1'
TELEFLEX INC: S&P Rates $250MM Sr. Subordinated Notes at 'BB-'
TIMOTHY BLIXSETH: Seeks Punitive Damages From State of Montana
TOWNLAKES SQUARE: Case Summary & 2 Largest Unsecured Creditors

TP INC: Taps Shipman & Wright to Handle Matters on BofA Claims
TP INC: Trustee Taps Shipman & Wright to Handle BofA Claims Suit
TP INC: Taps Trawick H. Stubbs to Handle Reorganization Case
TP INC: Ch. 11 Trustee Wants BofA's Foreclosure Temporarily Stayed
TP INC: Chapter 11 Trustee Can Retain Butler & Butler as Counsel

TRIMAS CORP: S&P Rates Sr. Secured Credit Facilities at 'BB'
TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
TXU CORP: Bank Debt Trades at 15% Off in Secondary Market
US AIRWAYS: USAPA Pilots File Suit for Unilateral Changes to CBA
US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market

U.S. RENTAL: Moody's Rates Amended Credit Facility at 'B1'
VERENIUM CORP: Three Directors Elected at Annual Meeting
VIEW SYSTEMS: William Price Resigns From Board of Directors
VITRO SAB: Creditors Committee Taps Akin Gump as Bankr. Counsel
VITRO SAB: Units File Schedules of Assets and Liabilities

VVP HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
W&T OFFSHORE: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
WASHINGTON MUTUAL: Defeats Managers' Deferred Compensation Claims
WASHINGTON MUTUAL: Owns Funds in Predecessor's Employee Trusts
WAVE HOUSE: Files Schedules of Assets & Liabilities

WHIRLPOOL CORP: Moody's Affirms (P)Ba1 Sr. Sub. (Shelf) Rating
WHITE BIRCH: S&P Retains 'D' Corporate Credit Rating
WHITEHORSE II: Moody's Lifts Rating on Class B-1L Notes to 'Ba1'
WOLVERINE PROCTOR: Oversecured Lender Gets Default Interst Rate
XODTEC LED: Delays Filing of Annual Report on Form 10-K

XTL BIOPHARMACEUTICALS: Posts $302,000 Net Loss in First Quarter
YOU ON DEMAND: Posts $2.6 Million Net Loss in Q1 2011

* Failed Bank Tally Reaches 45 in 2011
* Government May Lose $14 Billion on Auto Bailout
* Corp. Turnaround Pros Turn Attention to Ailing Municipalities
* Liquidity Stress on Junk Companies Increased in May

* Marks Paneth & Shron Names Brian L. Fox as CFO

* BOND PRICING -- For Week From May 30 to June 3, 2011


                            *********


3515 WILSHIRE: Taps SulmeyerKupetz as Bankruptcy Counsel
--------------------------------------------------------
3515 Wilshire, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ SulmeyerKupetz as
counsel.

SK will represent the Debtor in the bankruptcy proceedings.

The hourly rates of the SK's personnel are:

       Attorneys:
         Richard G. Baumann                      $575
         Howard M. Ehrenberg                     $625
         Asa S. Hami                             $405
         Mark S. Horoupian                       $540
         David S. Kupetz                         $625
         Daniel A. Lev                           $540
         Elissa D. Miller                        $540
         Avi E. Muhtar                           $290
         Jeffrey M. Pomerance                    $475
         Dean G. Rallis, Jr.                     $640
         Victor A. Sahn                          $650
         John M. Samberg                         $510
         Alan G. Tippie                          $650
         Marcus A. Tompkins                      $400
         Steven F. Werth                         $420

       Retired Trustee:
         Arnold L. Kupetz                        $750

       Law Clerk:
         Elizabeth Z. Jiang                      $125

       Paralegals:
         John Baer                               $195
         Myrna R. Richardson                     $195
         Ann l. Sokolowski                       $195

       Paralegal Clerk:
         Essy A. Waldrop                          $85

       Trustee Administrator:
         Lupe V. Perez                           $175
         Lorraine L. Robles                      $175

       Members and Senior Counsel:            $510 - $750
         of Counsel                              $475
         Associates                           $290 - $420

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

                     About 3515 Wilshire, LLC

Los Angeles, California-based 3515 Wilshire, LLC, a Nevis limited
liability company, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No.: 11-28467) on April 28, 2011.  Bankruptcy Judge
Sheri Bluebond presides over the case.  The Debtor estimated
assets and debts at $10 million to $50 million.


3900 BISCAYNE: Cash Collateral Hearing Continued Until June 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until June 22, 2011, at 2:00 p.m., the hearing to
consider 3900 Biscayne, LLC's request use of Branch Banking And
Trust Company's cash collateral.  The Court canceled the June 2
hearing.

BB&T, successor in interest to Colonial Bank, holds a first lien
priority mortgage and assignment of rents and profits from the
real property located at 3900 Biscayne Blvd., Miami, Florida.  The
cash collateral and all other assets were pledged to BB&T as
security for the amounts advanced pursuant to the note.  As of the
Petition Date, BB&T is owed the principal amount of $10,800,000,
together with accrued interest, fees, costs and all other sums
recoverable under the terms of the note.

As reported in the Troubled Company Reporter on May 26, 2011, BB&T
asked the Court to prohibit the Debtor from using the bank's cash
collateral.  BB&T also requests adequate protection payments,
replacement liens, a proper accounting and preservation of the
estate's assets including proceeds from any source and kind.
According to BB&T, the value of the Debtor's real property is of
insufficient value to secure BB&T's debt.

                     About 3900 Biscayne, LLC

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami.  Judge A. Jay
Cristol presides over the case.  Peter D. Russin, Esq., at Meland
Russin & Budwick, P.A., in Miami, Florida, represents the Debtor
in its Chapter 11 effort.  The Debtor disclosed $14,857,484 in
total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


ACCESS PHARMACEUTICALS: Two Directors Elected at Annual Meeting
---------------------------------------------------------------
The annual meeting of stockholders of Access Pharmaceuticals,
Inc., was held on May 26, 2011.  Jeffrey B. Davis and Esteban
Cvitkovic were both elected to serve as directors of the Company
until their successors are duly elected and qualified.  In
addition, the ratification of the appointment of Whitley Penn LLP
as the independent registered public accounting firm of the
Company was approved at the meeting.

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., is an emerging biopharmaceutical
company focused on developing pharmaceutical products primarily
based upon its nano-polymer chemistry technologies and other drug
delivery technologies.  The Company currently has one approved
product, one product candidate at Phase 3 of clinical development,
three product candidates in Phase 2 of clinical development and
other product candidates in pre-clinical development.

The Company reported a net loss of $7.54 million on $481,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $17.34 million on $352,000 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$6.87 million in total assets, $29.58 million in total
liabilities, and a $22.70 million total stockholders' deficit.

As reported by the TCR on April 5, 2011, Whitley Penn LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses from operations, negative cash flows from
operating activities and has an accumulated deficit.


ACTIVECARE INC: Posts $1.7 Million Net Loss in Q2 Ended March 31
----------------------------------------------------------------
ActiveCare, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.67 million on $169,261 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$1.68 million on $125,506 of revenues for the three months ended
March 31, 2010.

During the six months ended March 31, 2011, the Company had
revenues of $343,701 compared to $238,360 in the six months ended
March 31, 2010.  Net loss for the six months ended March 31, 2011,
totaled $3.35 million, compared to a net loss of $2.92 million for
the same period one year ago.

The Company's balance sheet at March 31, 2011, showed
$1.11 million in total assets, $1.14 million in total liabilities,
and stockholders' equity of $28,175.

As reported in the Troubled Company Reporter on Dec. 8, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ActiveCare'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 recurring operating losses and has an
accumulated deficit.

                      About ActiveCare Inc.

West Valley City, Utah-based ActiveCare, Inc.
-- http://www.activecare.com/-- is organized into two business
segments based primarily on the nature of the Company's products.
The Stains and Reagents segment is engaged in the business of
manufacturing and marketing medical diagnostic stains, solutions
and related equipment to hospitals and medical testing labs.  The
Care Services segment is engaged in the business of developing,
distributing and marketing mobile health monitoring and concierge
services to distributors and customers.


AE BIOFUELS: Unit Sells Land to A.L. Dougherty for $1.59-Mil.
-------------------------------------------------------------
Danville Ethanol, Inc., a subsidiary of AE Biofuels, Inc., sold
168 acres of land located in Danville, Illinois, for gross
consideration of $1,598,593 to A.L. Dougherty Farms, LLC.
Proceeds from the sale were used to repay $900,000 of outstanding
indebtedness owed to Third Eye Capital Corporation, as Agent,
under the Note and Warrant Purchase Agreement dated May 16, 2008,
as amended from time to time.  The remainder of the proceeds were
used to fund the completion of the construction of pharmaceutical
grade glycerin and refining units at our 50MPGY biodiesel plant in
India operated using non-food stearin feedstock.

In exchange for release of the remainder of the proceeds, AE
Biofuels, Inc., entered into a Limited Waiver to the Note and
Warrant Purchase Agreement dated May 24, 2011, requiring the
issuance of 700,000 shares of common stock to Third Eye Capital
Corporation, as agent, and payment of a waiver and consent fee of
$10,000.  The Limited Waiver requires the repayment of $700,000
due under the note within nine months of the granting of the
Limited Waiver.

A full-text copy of the Limited Waiver to Note and Warrant
Purchase Agreement is available for free at http://is.gd/Be3phu

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a global vertically integrated biofuels company based in
Cupertino, California, developing sustainable solutions to
address the world's renewable energy needs.  The Company is
commercializing its patent-pending next-generation cellulosic
ethanol technology that enables the production of biofuels from
both non-food and traditional feedstocks.  Its wholly-owned
Universal Biofuels subsidiary built and operates a nameplate
50 million gallon per year biodiesel production facility on the
east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.


AES CORP: Moody's Assigns 'B1' Rating to Unsecured Note Offering
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the AES
Corporation's (AES: B1 Corporate Family Rating) planned $1 billion
senior unsecured note offering. Concurrent with this rating
assignment, Moody's affirmed the company's Ba1 rating on its
existing secured revolver and term loan, the B1 Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior
unsecured debt rating, and the B3 subordinated debt rating. The
rating outlook is positive.

RATINGS RATIONALE

AES' B1 CFR reflects the company's high leverage and the
structural subordination of its recourse debt to the significant
amount of non-recourse debt in its consolidated capital structure
at the operating subsidiary level. Structural constraints are
somewhat mitigated by the diversification provided by AES' large
number of subsidiaries, their wide geographic distribution and
balanced fuel mix, and the significant proportion of the
subsidiaries' cash flows that are subject to stable regulation or
long-term contracts. AES' planned acquisition of DPL, Inc. (DPL:
Baa1 senior unsecured, under review for possible downgrade),
announced in April 2011, further advances this strategy. AES'
ratings consider the capital structure expected to be in place at
the AES level over the next twelve months and factors in the
company's continued strategy of diversified growth around
regulated and contractual investments.

Proceeds from the note offering and recently completed senior
secured term loan will be used in part to fund the acquisition of
DPL. The acquisition requires various regulatory approvals and is
expected to be completed by the first quarter of 2012.

AES' positive rating outlook reflects the proposed acquisition of
DPL which we believe would reduce the company's overall business
risk profile, improve financial performance, increase the degree
of cash flows generated by regulated utility subsidiaries and
offset some of AES' business concentration in South America.
Moody's intends to revisit AES' rating and positive outlook prior
to the closing of the acquisition. Upward rating pressure could
build if AES was able to demonstrate a sustained improvement in
key parent level financial metrics whereby adjusted parent
operating cash flow to parent level debt and parent level interest
coverage achieved levels of approximately 10% and 2.3 times,
respectively.

The ratings for AES' individual securities were determined using
Moody's Loss Given Default (LGD) methodology. Based upon AES' CFR,
PDR and positive rating outlook, rating committee determined that
a B1 rating for the company's senior unsecured notes was
appropriate.

Affirmations:

   Issuer: The AES Corporation

   -- Senior Secured Bank Credit Facilities, Affirmed at Ba1

   -- Senior Unsecured Regular Bond/Debenture, Affirmed at B1

   -- Trust Preferred Securities, Affirmed at B3

   -- Corporate Family Rating, Affirmed at B1

Probability of Default Rating, Affirmed at B1

Assignments:

   Issuer: The AES Corporation

   -- $1 Billion Senior Unsecured Notes, Assigned B1, LGD 4, 60%

LGD Point Estimate Changes:

   -- Senior Unsecured Notes, to LGD 4, 60% from LGD 4, 54%

The principal methodologies used in this rating were Global
Unregulated Utilities and Power Companies published in August
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

The AES Corporation is a globally diversified power holding
company that owns a portfolio of electricity generation and
distribution businesses in 28 countries. AES' assets are largely
financed on a non-recourse basis and include a combination of
regulated utilities and merchant/contracted generating facilities.
In total, AES has ownership interests in more than 40,000 MWs of
generating capacity across the globe and serves over 11 million
retail customers via its distribution subsidiaries. In addition,
the company has more than 2,000 MWs of generating capacity under
construction.


AES CORP: Fitch Rates New $1-Bil. Senior Notes at 'BB/RR2'
----------------------------------------------------------
Fitch Ratings has assigned its 'BB/RR2' rating to AES
Corporation's recently launched $1 billion senior unsecured notes
offering due 2021. The Rating Outlook is Stable. The new notes
will rank equally with all of the other senior unsecured debt at
AES and will be junior to AES' secured debt and structurally
subordinate to subsidiary liabilities that include non-recourse
debt, trade payables and other liabilities.

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

Fitch's recovery valuation for AES is based on a stress case with
reduced subsidiary distributions to develop a default scenario.
The default case assumes that current cash balances are fully
depleted and bank facilities are fully drawn. Under Fitch's
updated recovery analysis, the asset value coverage for the
unsecured bonds is somewhat weaker due to incremental secured and
unsecured leverage undertaken by AES to finance the DPL
acquisition. As a result, Fitch now estimates superior recovery of
71-90% for the unsecured debt holders and is assigning its 'RR2'
Recovery Ratings as compared to 'RR1' previously (recovery in the
range of 91-100%).

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


AES EASTERN: S&P Cuts Rating on $550MM Certificates to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on U.S.
electricity generator AES Eastern Energy L.P.'s (AEE) $550 million
pass-through certificates ($461 million outstanding) due 2029 and
its $18 million revolving credit facility bank loan to 'CCC' from
'B-'. The outlook remains negative. The recovery rating of '2'
indicates meaningful (70%-90%) recovery of principal if a payment
default occurs.

Towards the end of 2009, AEE departed from its financial strategy
of hedging a significant portion of its capacity and energy on a
rolling three-year basis. The company did so because of
uncertainty about the nature of carbon markets, and reduced
liquidity in the power markets due to fewer participants. In the
past, the strategy muted the potential volatility in commodity
prices. AEE started 2010 with low hedging levels, but sold gas
forward to hedge some of its 2010 production. However, as power
prices have continued their decline, AEE's debt service coverage
ratios (DSCR) have fallen commensurately.

The decline in power prices has caused by low natural gas prices.
Lower gas prices have persisted due to shale gas developments.
Moreover, coal costs have been in contango, squeezing AEE's margin
even further. Given that the plants are old, AEE's cost structure
is also relatively high compared with newer, coal-fired
facilities. A combination of these factors has contributed to the
dramatic decline in coverage ratios to 1.17x. The DSCR was 1.75x
in March 2010, and as high as 3x at year-end 2008.

"Given the unhedged generation position, we expect AEE's DSCR to
decline below 1x by June 2011. While AEE has cash to service its
June 2011 obligations, we believe a restructuring will be required
by year-end resulting in the rating action," S&P noted.

"Given the level of the forward power strip, AEE's large unhedged
position, and relatively high fixed costs, a restructuring appears
inevitable later in the year," said Standard & Poor's credit
analyst Aneesh Prabhu.

"AEE should have enough liquidity from operating cash flow and
cash in hand to meet its mid-2011 debt service obligations, We are
also monitoring its ability to negotiate extension of a part of
its liquidity facilities," S&P related.


ALDA PHARMACEUTICALS: Posts C$262,700 1st Quarter Net Loss
----------------------------------------------------------
ALDA Pharmaceuticals Corp. reported a net loss of C$262,716 on
C$52,272 of sales for the three months ended March 31, 2011,
compared with a net loss of C$1.7 million on C$394,753 of sales
for the same period of the prior fiscal year.

The Company recorded sales C$184,235 for the nine month period
ended March 31, 2011, compared to C$1.5 million for the nine month
period ended March 31, 2010.  Net loss was C923,517 for the nine
months ended March 31, 2011, compared to a net loss of
C$2.7 million for the nine months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed C$987,754 in
in total assets, C$1.1 million in total liabilities, and a
stockholders' deficit of C$105,543.

The Company has no history of pre-tax profit and in the previous
three years has had only limited annual revenues for each of the
years it has been operating.  During the nine month period ended
March 31, 2011, the Company experienced operating losses and
negative operating cash flows, operations of the Company having
been funded by the issuance of share capital.

"The continuation of the Company as a going concern is dependent
upon its ability to raise additional financing and ultimately
attain and maintain profitable operations," the Company said in
the filing.  "To the extent the Company is unable to cover its
ongoing cash requirements through operations, the Company expects
to raise additional financing to cover any shortfall.  There can
be no assurance that such financing and profitability will occur
in the amounts and with terms expected."

A copy of the interim consolidated financial statements
is available at http://is.gd/I9kaGV

A copy of the Management's Discussion & Analysis is available at:

                       http://is.gd/efCU7v

                    About ALDA Pharmaceuticals

Based in Richmond, BC, Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is principally engaged in the
development, production and marketing of infection control agent
products, principally a product marketed as "T36(R)".

ALDA trades on the TSX Venture Exchange in Vancouver, Canada under
the symbol "APH" and on the OTC BB under the symbol "APCSF".


AMERICAN COMMERCE: Peter Messineo Raises Going Concern Doubt
------------------------------------------------------------
American Commerce Solutions, Inc., filed on its annual report on
Form 10-K for the fiscal year ended Feb. 28, 2011.

Peter Messineo, CPA, of Palm Harbor, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Mr. Messineo noted that the Company has incurred
recurring losses from continuing operations, has negative working
capital and has used significant cash in support of its operating
activities.  Additionally, as of February 2011 the Company is in
default of several notes payable.

The Company reported a net loss of $385,280 on $2.28 million of
sales for the fiscal year ended Feb. 28, 2011, compared with net
income of $711,531 on $2.35 million of sales for the fiscal year
ended Feb. 28, 2010.

The Company's balance sheet at Feb. 28, 2011, showed $5.08 million
in total assets, $4.61 million in total liabilities, and
stockholders' equity of $462,965.

A copy of the Form 10-K is available at http://is.gd/I90ZO2

Bartow, Florida-based American Commerce Solutions, Inc., is a
multi-industry holding company for its operating subsidiaries.  As
of the close of its most recently completed fiscal year end, the
Company had one wholly owned subsidiary operating in the
manufacturing segment.  The operating subsidiary is International
Machine and Welding, Inc., located in Bartow, Florida.

International Machine and Welding, Inc., provides specialized
machining services for heavy industry.


ANCHOR BANCORP: Amends 2008 Credit Agreement with U.S. Bank
-----------------------------------------------------------
Anchor BanCorp Wisconsin Inc. entered into Amendment No. 7, dated
as of May 25, 2011, to the Amended and Restated Credit Agreement,
dated as of June 9, 2008, among the Company, the lenders from time
to time a party thereto, and U.S. Bank National Association, as
administrative agent for such lenders.

The Amendment provides the following:

   -- The outstanding balance under the Credit Agreement from time
      to time shall bear interest at a rate equal to 15.0% per
      annum.

   -- Interest accruing is due on the earlier of (i) the date the
      Loans are paid in full or (ii) Nov. 30, 2011.

   -- The Bank will maintain the following financial covenants:

         (a) a Tier 1 Leverage Ratio of not less than 3.95% at all
             times.

         (b) a Total Risk Based Capital Ratio of not less than
             7.65% at all times.

         (c) the ratio of Non-Performing Loans to Gross Loans
             will not exceed 12.00% at all times.

The total outstanding balance under the Credit Agreement as of
May 31, 2011, was $116.3 million.  Under the Amendment, the Agent
and the Lenders agree to forbear from exercising their rights and
remedies against the Company until the earliest to occur of the
following: (i) the occurrence of any Event of Default; or (ii)
Nov. 30, 2011.  Notwithstanding the agreement to forbear, the
Agent may at any time, in its sole discretion, take any action
reasonably necessary to preserve or protect its interest in the
stock of the Bank or any other collateral securing any of the
obligations against the actions of the Company or any third party
without notice to or the consent of any party.

The Credit Agreement and the Amendment also contain customary
representations, warranties, conditions, indemnification and
events of default for agreements of such type.

A full-text copy of the Amendment No.7 to Amended and Restated
Credit Agreement is available for free at http://is.gd/x2ZZNy

                        About Anchor Bancorp

Headquartered in Madison, Wisconsin, Anchor Bancorp Wisconsin Inc.
(NASDAQ: ABCW) is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

AnchorBank, fsb was organized in 1919 as a Wisconsin chartered
savings institution and converted to a federally chartered savings
institution in July 2000.  AnchorBank, fsb is the third largest
depository institution headquartered in the state of Wisconsin and
its largest thrift in terms of assets.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 billion
in total assets, $3.59 billion in total liabilities, and a
$9.52 million stockholders' deficit.

"Management has proactively continued to address both problem
credits and the effect of the protracted recessionary impact in
its key markets and on its customers," said Chris Bauer, president
and chief executive officer Anchor Bancorp. and its banking unit.

As reported in the Troubled Company Reporter on July 5, 2010,
McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that at March 31,
2010, all of the subsidiary bank's regulatory capital amounts and
ratios are below the required levels and the bank is considered
"undercapitalized" under the regulatory framework for prompt
corrective action.  The subsidiary bank has also suffered
recurring losses from operations.  Failure to meet the capital
requirements exposes the Company's to regulatory sanctions that
may include restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.


ARCH COAL: S&P Rates $2-Bil. Senior Unsecured Notes 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (one notch below the corporate credit rating) and '5'
recovery rating to U.S. coal producer Arch Coal Inc.'s proposed
$2.0 billion senior unsecured notes. The '5' recovery rating
indicates the expectation of modest (10%-30%) recovery in the
event of a payment default. The company will use proceeds from the
proposed notes issuance toward its $3.4 billion acquisition of
International Coal Group Inc.

The ratings on Arch Coal Inc. remain on CreditWatch with
developing implications, and the ratings on International Coal
remain on CreditWatch with positive implications, where Standard &
Poor's placed them on May 3, 2011, following the announcement of
the acquisition plans.

"If the acquisition is completed, and financed as currently
expected, we would likely affirm our 'BB-' corporate credit rating
on Arch. The rating outlook will be stable," said Standard &
Poor's credit analyst Fred Ferraro. "We expect to withdraw our
corporate credit rating on International Coal upon completion of
the transaction."

The anticipated affirmation reflects Standard & Poor's view that
the proposed financing structure and currently strong
metallurgical coal (met coal) prices will likely support the
maintenance of pro forma credit metrics in line with its view of
Arch Coal's aggressive financial risk profile and 'BB-' rating.
"The anticipated stable rating outlook reflects our view that the
company's operating performance will continue to modestly improve
primarily due to our favorable outlook for met coal prices," Mr.
Ferraro said.

Following the closing of the acquisition, Arch would have a
presence in every major U.S. coal-producing region, including the
Powder River Basin, Northern Appalachia, Central Appalachia, and
the Illinois Basin, with a 50/50 split of earnings generated from
eastern and western operations. International Coal's operations
would add approximately 1.1 billion tons of predominantly
underground coal reserves, so on a combined basis Arch would have
approximately 5.5 billion tons of reserves, one of the largest
U.S. reserve positions. Nearly 30% of ICG's reserve base consists
of metallurgical coal.


ARCH COAL: Fitch Assigns 'BB-' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has assigned an Issuer Default Rating at 'BB-' for
Arch Coal, Inc. In addition, Fitch assigns a 'BB-' rating to the
prospective $2 billion in aggregate of senior notes due 2019 and
2021.

The Rating Outlook is Stable.

Arch Coal announced the offering of 44 million shares of common
stock and $2 billion in aggregate of senior notes due 2019 and
2021, the proceeds of which, together with drawings under the
prospective amended and restated $1.75 billion secured revolving
credit agreement, will be used to finance the acquisition of
International Coal Group, Inc.

Arch Coal's credit ratings reflect large, well diversified
operations, good control of low-cost production, strong liquidity
and expectations that financial leverage will return to modest
levels within 18 months.

Pro forma liquidity is expected to be strong, with cash on hand of
$255.8 million and $1.2 billion of availability estimated under
the company's prospective credit facilities. The facilities are
expected to mature in five years and have substantially similar
terms as the existing facility. Fitch expects Arch Coal to be well
within compliance of the amended covenants.

Fitch expects operating cash flows will cover capital expenditures
and dividends amply over the next 18 months. Free cash flow is
expected to be neutral in 2011 and at least $120 million in 2012.
At Dec. 31, 2010, debt due in 2011 was $71 million including $56.9
million drawn under Arch Western's $75 million commercial paper
program (annually renewable). The next debt maturity is the $450
million Arch Western notes due in July 2013.

Pro forma total debt/adjusted EBITDA for the latest 12 months
ended March 31, 2011, is 4.3 times (x). Fitch expects total
debt/operating EBITDA to decline below 3.0x over the next 24
months.

The Stable Outlook reflects Fitch's expectation that Arch Coal
will achieve strategic benefits from the merger with International
Coal Group and will repay debt to reduce leverage within two
years.

Fitch would consider a negative rating action if synergies were
not achieved and leverage remained above 3.5x by the end of 2012.

Fitch has assigned these ratings:

Arch Coal, Inc.

   -- IDR 'BB-';

   -- Senior unsecured notes 'BB-'; and

   -- Senior secured revolving credit facility 'BB'.

Arch Western Finance, LLC

   -- Senior unsecured notes 'BB-'.


ASHFORD CDO: Moody's Lifts Rating on Class A-2L Notes to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
classes of notes issued by Ashford CDO I Ltd. The notes affected
by today's rating action are:

   -- Class A-1LA (current balance of $108,744,625), Upgraded to
      Ba2 (sf); previously on July 14, 2009 Downgraded to B3 (sf);

   -- Class A-1LB, Upgraded to Caa1 (sf); previously on July 14,
      2009 Downgraded to Caa3 (sf);

   -- Class A-2L, Upgraded to Caa3 (sf); previously on March 12,
      2009 Downgraded to Ca (sf).

RATINGS RATIONALE

According to Moody's, the rating action taken today results
primarily from the upgrade actions on a significant portion of the
underlying collateral. Approximately $59 million of collateral was
upgraded in 2010 and 2011, $19 million of which was upgraded from
Ca/C to B/Caa, effectively reducing the amount of assets treated
as defaulted and increasing the par coverage. According to the
trustee reports, the coverage for the Class A Notes, calculated by
dividing the balance of performing assets by the outstanding
balance of Class A notes, has increased from 92% to 112% since our
last rating action. As a result, the Class A Overcollateralization
Ratio Test was cured in December 2010.

Ashford CDO I Ltd. is a collateralized debt obligation backed
primarily by a portfolio CLO tranches originated between 2004 and
2007.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in November 2010.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values. Together, the
simulated defaults and recoveries across each of the Monte Carlo
scenarios define the loss distribution for the reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

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

Moody's rating action today factors in a number of sensitivity
analyses and stress scenarios, discussed below. Moody's conducted
sensitivity analysis regarding the credit quality of this
particular asset. Results are shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss, assuming
that all other factors are held equal:

Moody's notched down Caa rated assets by two notches

Class A-1LA: 0

Class A-1LB: -1

Class A-2L: 0

Class A-3L: 0

Class B-1L: 0

Moody's notched up Caa rated asset by two notches

Class A-1LA: +1

Class A-1LB: +1

Class A-2L: +1

Class A-3L: +1

Class B-1L: 0


ASHLAND INC: Moody's Reviews 'Ba1' Rating for Downgrade
-------------------------------------------------------
Moody's Investors Service moved Ashland Inc.'s (Ashland, Ba1
Corporate Family Rating) ratings outlook to under review for a
possible downgrade after the company announced that it had reached
an agreement to purchase International Specialty Products Inc.
(ISP), in a transaction valued at $3.2 billion. Ashland plans to
finance the transaction with $2.9 billion of new term loans and
approximately $500 million of existing cash balances. A portion of
the new term loans will be used to refinance approximately $1.2
billion of existing ISP debt. The transaction is subject to
certain closing requirements, including US and European Union
regulatory approvals.

Moody's also placed ISP Chemco LLC's (Ba3 CFR) ratings under
review for a possible upgrade. Moreover Moody's will withdraw ISP
Chemco LLC's rating upon completion of the acquisition and the
required repayment of its debt.

The review of Ashland's ratings will focus on the outlook for the
combined companies, potential synergies that could be realized,
any potential restructuring actions, acquisition financing and
costs, any liabilities assumed (i.e., any legacy liabilities such
as environmental or tax liabilities), the pace at which the
company expects to repay the acquisition debt as well as
management's financial goals. In the past, Ashland's management
has stated its desire to be an investment grade credit and
maintain a leverage ratio of 2.0x (before Moody's analytical
adjustment which adds approximately $1.5 billion to debt, before
taking into account the divestiture of the Ashland Distribution
business). Moody's expects Ashland's leverage to be around 3.5x,
pro forma for the ISP acquisition, but excluding potential
synergies and Moody's standard analytical adjustments.

Moody's views the acquisition as a positive step in Ashland's
strategy to transform the company into a higher margin specialty
chemicals company. ISP will provide Ashland with increased
exposure to faster growing markets such as personal care and
pharmaceuticals, a more diverse revenue stream and a steadier
earnings profile. ISP produces hundreds of specialty chemicals
with no single customer making up more than 5% of revenues. Many
of ISP's products are tailored to niche product applications
subject to limited competition and high barriers to entry.

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

ISP Chemco LLC., headquartered in Wayne, New Jersey, is a leading
multinational manufacturer and supplier of chemicals for a wide
variety of personal care, pharmaceutical, food, beverage, plastics
and other applications that enhance product performance. The
company produces more than five hundred specialty chemicals which
are marketed and sold to over six thousand customers in more than
ninety countries worldwide. It is part of a group of companies
that are privately held and beneficially owned by the Heyman
family. (ISP Chemco LLC is a wholly owned subsidiary of
International Specialty Products Holdings LLC, which is a wholly
owned subsidiary of International Specialty Products Inc.) ISP had
revenues for the twelve months ending April 4, 2011, of
approximately $1.6 billion.

Ashland, headquartered in Covington, Kentucky, is a manufacturer
of specialty chemicals (with a focus on performance materials and
water technologies), a distributor of chemicals and plastics, and,
through its Valvoline brand, a marketer of premium-branded
automotive and commercial lubricants. Ashland had revenues of $6
billion for the twelve months ended March 31, 2011, excluding
revenues from the recently divested distribution business.


ATLANTIC BANK: Closed; First Citizens Bank Assumes Deposits
-----------------------------------------------------------
Atlantic Bank and Trust of Charleston, S.C., was closed on Friday,
June 3, 2011, by the Office of Thrift Supervision, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with First Citizens Bank and Trust Company, Inc., of
Columbia, S.C., to assume all of the deposits of Atlantic Bank and
Trust.

The three branches of Atlantic Bank and Trust will reopen during
normal banking hours as branches of First Citizens Bank and Trust
Company, Inc.  Depositors of Atlantic Bank and Trust will
automatically become depositors of First Citizens Bank and Trust
Company, Inc.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.

As of March 31, 2011, Atlantic Bank and Trust had around
$208.2 million in total assets and $191.6 million in total
deposits.  First Citizens Bank and Trust Company, Inc., will pay
the FDIC a premium of 0.75% to assume all of the deposits of
Atlantic Bank and Trust.  In addition to assuming all of the
deposits of the failed bank, First Citizens Bank and Trust
Company, Inc., agreed to purchase essentially all of the assets.

The FDIC and First Citizens Bank and Trust Company, Inc. entered
into a loss-share transaction on $141.8 million of Atlantic Bank
and Trust's assets.  First Citizens Bank and Trust Company, Inc.,
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-234-9027.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $36.4 million.  Compared to other alternatives, First
Citizens Bank and Trust Company, Inc.'s acquisition was the least
costly resolution for the FDIC's DIF.  Atlantic Bank and Trust is
the 45th FDIC-insured institution to fail in the nation this year,
and the second in South Carolina.  The last FDIC-insured
institution closed in the state was CommunitySouth Bank and Trust,
Easley, on Jan. 21, 2011.


AURA SYSTEMS: Filing of Form 10-K for Yr. Ended Feb. 28 Delayed
---------------------------------------------------------------
Aura Systems, Inc., discloses that its annual report on Form 10-K
for the fiscal year ended Feb. 28, 2011, cannot be filed within
the prescribed due date without unreasonable effort and expense,
as it has not finalized the narrative disclosures for inclusion in
the Form 10-K.  The Company does not anticipate any significant
change in results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings statements
to be included in the subject report.

The Company reported a net loss of $16.1 million on $3.2 million
of revenues for the fiscal year ended Feb. 28, 2010, compared with
a net loss of $9.8 million on $2.4 million of revenues for the
fiscal year ended Feb. 28, 2009.

For the nine months ended Nov. 30, 2010, net revenues were
$2.8 million, compared with $2.4 million in the nine months ended
Nov. 30, 2009.  Net loss for the nine months ended Nov. 30, 2010,
was $7.9 million, compared with a net loss of $13.5 million in the
nine months ended Nov. 30, 2009.

At Nov. 30, 2010, the Company's balance sheet showed $4.8 million
in total assets, $14.8 million in total liabilities, and a
stockholders' deficit of $10.0 million.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Feb. 28, 2010.  The independent auditors
noted that the Company has historically incurred substantial
losses from operations, and the Company may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next 12 months.

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses the engine of a vehicle to generate power.


AURORA DIAGNOSTICS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Palm Beach Gardens, Fla.-based diagnostics
services provider Aurora Diagnostics Holdings LLC. The outlook is
stable.

"The 'B' corporate credit rating on affiliate Aurora Diagnostics
Inc. is unaffected as are our credit and recovery ratings on
obligations of Aurora Diagnostics Holdings LLC and its subsidiary,
Aurora Diagnostics LLC," S&P stated.

"The low speculative-grade ratings on Aurora Diagnostics Holdings
LLC reflect its weak business risk profile, which is characterized
by an aggressive growth strategy, narrow operating focus,
vulnerability to customer in-sourcing, the potential for
reimbursement pressure, and weakened profitability," said Standard
& Poor's credit analyst Gail I. Hessol. "Adjusted debt to EBITDA
of 6.8x as of March 31, 2011, and the call on liquidity from earn-
out payments, which we expect, are features of the highly
leveraged financial risk profile."

Aurora's weak business risk profile reflects this young company's
small scale relative to formidable competitors Quest Diagnostics
Inc. and Laboratory Corp. of America Holdings, which offer a
broader, more diverse range of diagnostics services. Aurora's
competitors also include local established providers, as well as
its own customers, with the ability to in-source the technical
component (e.g., specimen preparation) of diagnostic testing. "We
believe in-sourcing materially reduced Aurora's EBITDA during the
past two years. Still, the company's pathologists and
relationships with referring physicians represent barriers to
entry," S&P noted.


AUTOTRADER.COM: VinSolutions Purchase Won't Change Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that AutoTrader.com, Inc.'s Ba3
Corporate Family Rating and stable outlook remain unchanged
following the announced acquisition of VinSolutions.  The company
will fund a portion of the transaction by borrowing an incremental
$100 million term loan A under its existing credit facility, and
the Ba3 facility rating remains unchanged.

AutoTrader.com's ratings were assigned by evaluating factors we
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
AutoTrader.com's core industry and AutoTrader.com's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

AutoTrader.com, Inc. with its headquarters in Atlanta, GA, is the
Internet's leading automotive classifieds marketplace and consumer
information website. AutoTrader.com is controlled by Cox
Enterprises, Inc. (Baa3 senior unsecured).


AXION INTERNATIONAL: Appoints Allen Hershkowitz to Board
--------------------------------------------------------
Axion appointed Dr. Allen Hershkowitz to its board of directors on
May 25, 2011.  Dr. Hershkowitz is a Senior Scientist at the
Natural Resources Defense Council and a leader in the movement to
make environmental responsibility understandable and achievable
for every individual and institution.  Dr. Hershkowitz joined
NRDC's senior staff in 1988, and has been the force behind some of
the organization's most effective and visible initiatives. Through
the years, he has championed systemic change on critical issues
ranging from sustainable development and recycling to forestry,
paper industry impacts, mountaintop coal mining, waste
incineration, and medical wastes.

Melding ecological expertise with a positive approach, Dr.
Hershkowitz directs the greening of American icons including
professional sports leagues and major record labels.  He was the
architect of the greening of the 2007 - 2010 Academy Awards, and
the 50th, 51st and 52nd GRAMMY Awards.  His leadership in helping
Major League Baseball (MLB), the National Basketball Association
(NBA), the U.S. Tennis Association (USTA) and the National Hockey
League (NHL) go green earned him the U.S. EPA's 2008 Environmental
Merit Award.  Dr. Hershkowitz helped drive the greening of the
Warner Music Group and he helped establish and serves on the
Steering Committee of Broadway Greening Alliance and the Green
Sports Alliance.  Dr. Hershkowitz also serves on the 2011 NCAA
Final Four Sustainability Committee.

Dr. Hershkowitz is among the nation's progressive pioneers in
environmental responsibility.  His work in the field of industrial
ecology has ranged from advising corporations such as DuPont, Hugo
Neu and Sims Metal Management in their sustainability efforts, to
protect ecologically compromised areas in Belize, fragile
Appalachian ecosystems threatened by mountaintop removal coal
mining, the boreal forests and other ecologically irreplaceable
areas.  Dr. Hershkowitz was a lead negotiator in NRDC's historic
2006 forestry protection settlement with Bowater Paper Company,
which led to breakthrough protections of the Cumberland Plateau
region.  His was an originator of Testing the Waters, NRDC's
influential annual documentation of beach closures.

His affiliations with the nation's most prominent leaders and
agencies run deep.  Dr. Hershkowitz helped author President
Clinton's "Greening the Government" executive order in 1993, and
has served on the DuPont Corporation's Bio-Based Fuels Life Cycle
Assessment Advisory Board.  He has served on the National Academy
of Sciences' National Research Council Committee on the Health
Effects of Waste Incineration.  Previously he has served as the
Chairman of the New York State Department of Environmental
Conservation Commissioner's Advisory Board on Operating
Requirements for Municipal Solid Waste Incinerators.  He has also
served on the EPA's Science Advisory Board Subcommittee on Sludge
Incineration, as well as the Agency for Toxic Substances and
Disease Registry's Peer Review Panel for its Report to Congress on
the Health Implications of Medical Waste.  Dr. Hershkowitz was the
Principal Contractor for the United States Congressional Office of
Technology Assessment's Report to Congress on Municipal Solid
Waste Management.  He was a member of the U.S. EPA's Regulatory
Negotiations on Fugitive Emissions from Equipment Leaks at
Synthetic and Organic Chemical Manufacturing Industries.  Dr.
Hershkowitz served on the American Society of Mechanical Engineers
Committee on Worker Training and Waste-to-Energy plants, he has
been invited to serve as a discussant at international gatherings
of environmental officials by the Organization of Economic
Cooperation and Development (OECD) and has been invited to present
his research findings on sustainable industrial development before
the United Nations Environment Program in Paris.  Dr. Hershkowitz
has received top honors from Scenic Hudson for working to protect
the Hudson River and was honored by the American Institute of
Architects for spearheading a massive Bronx recycling and
sustainability initiative.  Outside the U.S., Dr. Hershkowitz has
a long history of consistent involvement in some of the world's
foremost environmental initiatives, from Japan and Europe to
Central America.

Dr. Hershkowitz served on the editorial board of OnEarth magazine
from 2006-2008, and is the author of Bronx Ecology: A Blueprint
for a New Environmentalism (Island Press, 2002). He served on the
National Research Council committee that wrote Waste Incineration
& Public Health (National Academy Press: Washington, Dec. 2000),
and his other publications include Too Good To Throw Away:
Recycling's Proven Record (New York: NRDC, 1997), Garbage
Management in Japan (New York: INFORM, 1987), Garbage Burning:
Lessons from Europe (New York: INFORM, 1986), and Garbage:
Practices, Problems and Remedies (New York: INFORM, 1988). He has
also published many articles in Technology Review; Environmental
Impact Assessment Review (MIT); Environmental Forum; The New York
Times; The Atlantic Monthly; Social Research; Newsday; The Nation;
the American Book Review, and other outlets.  He has also
contributed essays to numerous books.

Dr. Hershkowitz has received awards and recognition from the U.S.
EPA, the American Institute of Architects, Scenic Hudson, and the
Natural Resources Defense Council. Dr. Hershkowitz received his
Ph.D. in political economics, specializing in energy resources
economics, from the City University of New York Graduate School in
1986.  He earned a M. Phil. in political economics in 1982, a B.A.
(cum laude) from the City College of New York in 1978 and a
Certificat D'assiduite from the University of Grenoble in 1975.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company's balance sheet at March 31, 2011, showed $1.85
million in total assets, $1.57 million in total liabilities, $1.09
million in 10% convertible preferred stock, and a $811,098 total
stockholders' deficit.


BEAR VALLEY: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bear Valley Family Limited Partnership
        2651 Irvine Avenue, Suite 141
        Costa Mesa, CA 92627

Bankruptcy Case No.: 11-17893

Chapter 11 Petition Date: June 2, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Christopher P. Walker, Esq.
                  LAW OFFICE OF CHRISTOPHER P. WALKER, P.C.
                  505 S. Villa Real Drive, Suite 116
                  Anaheim Hills, CA 92807
                  Tel: (714) 639-1990
                  Fax: (714) 637-1636
                  E-mail: cwalker@cpwalkerlaw.com

Scheduled Assets: $14,006,000

Scheduled Debts: $7,353,409

The petition was signed by Gary Kanter, managing member of VV Bear
Valley, LLC, general partner.

Debtor's List of nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Victorville                Trash Collection           $932
P.O. Box 5001
Victorville, CA 92393

Southern California Edison         Electricity                $400
P.O. Box 300
Rosemead, CA 91772

Robert Villela                     Landscaping                $375
10689 Redlands Avenue
Hesperia, CA 92345

Southern California Edison         Electricity                $250

Knight Guard Alarm                 Security                   $240

Cal-State Rent a Fence             Fence                      $231

Southern California Edison         Electricity                $176

City of Victorville                Water                      $125

City of Victorville                Irrigation                  $30


BIOLASE TECHNOLOGY: Board Declares 1% Stock Dividend
----------------------------------------------------
BIOLASE Technology, Inc., announced that its Board of Directors
has declared a 1 percent stock dividend payable on June 30, 2011,
to stockholders of record on June 10, 2011.

                      About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$20.30 million in total assets, $15.97 million in total
liabilities, and $4.33 million in total stockholders' equity.

BDO USA, LLP, raised substantial doubt about the Company's ability
to continue as a going concern, following the 2010 financial
results.  The accounting firm noted that the Company has suffered
recurring losses from operations, has had declining revenues and
has a working capital deficit at Dec. 31, 2010.


BIOLIFE SOLUTIONS: Expands Customer Base in Medicine Market
-----------------------------------------------------------
BioLife Solutions, Inc., issued an update on the growing number
and quality of life science organizations using the Company's
products.  These customers are all now purchasing HypoThermosol or
CryoStor to support the development of new regenerative medicine
products and therapies.

Mike Rice, Chairman and CEO, commented on the growing adoption of
BioLife's best-in-class HypoThermosol storage/shipping media and
CryoStor freeze media by stating, "We continue to acquire new
regenerative medicine customers who are aware of growing
regulatory oversight of reagents used in the manufacturing,
storage, and delivery processes of novel cell and tissue based
products.  Our GMP manufactured, serum-free, protein-free
biopreservation media products have a robust quality profile and
proven superior preservation efficacy across a broad spectrum of
cell and tissue types.  The cost, quality, and performance of our
products are all highly aligned with the requirements of the
regenerative medicine market."

Now totaling more than several hundred accounts, BioLife's
regenerative medicine customer base is comprised of private and
public companies and hospital-based transplant centers including
Cardio 3 Biosciences, Children's Cancer Research Institute
(Vienna, Austria), DCPrime BV, and Intercytex Ltd.

MedMarket Diligence, LLC, estimates that the current worldwide
market for regenerative medicine products and services is growing
at 20% annually.  Scientia Advisors, a biotech and medical
consulting firm, estimates that the market for regenerative
medicine technologies that repair the body could swell to $15-20
billion over the next 15 years.  Axis Research Mind estimates the
global market value for cryopreservation equipment used in the
stem cells industry to be worth $2.2 billion by 2015, representing
a CAGR of about 24%.  Freezers represent more than half of the
cryopreservation equipment market value, with biopreservation
reagents accounting for close to 20% of the total market.
Accordingly, BioLife's addressable market is estimated at nearly
$450MM in 2015.

Rice continued, "As regulatory scrutiny increases, we expect pre-
formulated biopreservation media products such as our
HypoThermosol and CryoStor to continue to displace 'home-brew'
preservation cocktails.  While the regenerative medicine market is
still in an early phase, our technologies are embedded into
numerous clinical trial stage products and we see significant
upside in the Company's financial operations from fulfilling
potential increased product demand, should our customers' products
gain regulatory and marketing approvals."

BioLife recently exhibited at the 17th International Society for
Cellular Therapy Annual Meeting in Rotterdam, Netherlands.  Aby J.
Mathew, Ph.D., Senior Vice President & Chief Technology Officer,
presented a tutorial titled, Biopreservation and Stability
Considerations for Cellular Therapies - Clinical Applications of
HypoThermosol(R) and CryoStor(R) as Ancillary or Excipient
Reagents.  In this presentation, Dr. Mathew provided examples of
customer adoption of BioLife's patented biopreservation media
products and their underlying scientific foundation.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.38 million in total assets, $11.48 million in total
liabilities, and a $10.10 million total shareholder's deficiency.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BION ENVIRONMENTAL: Gets Credit Certification for Kreider Farm
---------------------------------------------------------------
Bion Environmental Technologies, Inc., has received a credit
certification from the Pennsylvania Department of Environmental
Protection for the reduction of 559,457 lbs of Chesapeake Bay (CB
or Bay) nitrogen (N) from the treatment of Kreider Farms (KF)
poultry waste stream.  The number of credits was derived from the
application of PA DEP's current CB N credit calculation model and
is subject to final verification.

The CB N credit calculation is designed to determine what portion
of the volume of N lost to the CB Watershed will actually impact
the Bay.  This calculation is determined by applying a "delivery
ratio" which is designed to reflect the percentage of lost N that
actually reaches the CB subsequent to various pollutant
attenuation processes.  In Pennsylvania, these delivery ratios
have been derived by PA DEP based upon the results of applying the
existing decade-old EPA watershed model.  However, EPA has
recently announced that it will be providing pollutant load
results from a newly-developed watershed model in early summer
2011.

The new EPA model will increase by a factor of 10 the number of
watershed segments (sub-watersheds) that are evaluated, allowing a
much greater level of detail and accuracy compared to the older
model.  Due to the greatly enhanced spatial scale, along with
improved pollutant transport algorithms, it is expected that
newly-derived delivery ratios will be more reflective of the
actual attenuation processes associated with each sub-watershed
draining to the CB.  It is also expected that the number of
extreme or skewed delivery ratios based on the older model will be
significantly reduced.

Bion's modeling experts have projected that the results from the
new watershed model will increase Bion's certified credits from
its Kreider Farm poultry project from 559,457 lbs to in excess of
1.5 million lbs of N annually as a result of the expected increase
in the delivery ratio associated with the sub-watershed in which
this facility is located.  Bion will amend its filing with the PA
DEP to reflect the expected higher delivery ratio once the new
model results are published.

It is anticipated that the new model will enable more accurate
assessments of N reductions to the CB from individual sites by
existing and future projects.  The new model should benefit many
of the existing agricultural projects that now have concerns
related to the number of credits they have and are being awarded,
allowing them to amend their existing filings based on the new
transparent scientific baseline.

Bion's KF project will meet the PA DEP's Watershed Implementation
Plan (WIP) goal of promoting a 'Million Pound Project'.  The WIP
outlines approaches and strategies to comply with federal
Chesapeake Bay nutrient reduction mandates.

In the PA WIP, the DEP has promoted the development of a state-
and federally-funded technology fund to entice and subsidize the
development of projects that generate large scale nutrient
reductions such as the promoted 'Million Pound Project'.   Bion
has developed its projects at Kreider Farms absent government
subsidies, focusing instead on capturing the values generated by
the establishment of competitive environmental markets that
promote least-cost nutrient reductions.

Bion's Kreider Farm projects demonstrate that the production of
livestock can be operated in a manner that is sustainable both
economically AND environmentally.  Bion's partnership with KF is a
clear example of the benefits and value that technology, in
cooperation with the livestock industry, can bring to both the
environment and area tax- and rate-payers.  The end result is that
the ratepayers of Pennsylvania's Susquehanna watershed ultimately
benefit as Bion's projects can shave tens of millions of dollars
off the cost of compliance with DEP and EPA Chesapeake Bay
nitrogen mandates over the next decade.

The substantial tax- and rate-payer savings stem from the
difference in high costs associated with capturing and removing
nitrogen from dilute (municipal waste treatment plants) and
dispersed (storm water) sources, compared to treating captured
nitrogen from livestock waste at the site, before it is lost to
the surrounding environment.  The application of more efficient
treatment technologies results in low cost, verifiable, and long
term reductions (represented by nutrient credits) that can offset
the need for costly municipal upgrades or new storm water
infrastructure projects.   Enabled by DEP policy, Bion's Kreider
Farm projects have generated a win-win-win scenario for the
environment, tax- and rate-payers and the Pennsylvania livestock
industry.

                      About Bion Environmental

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

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental Technologies' ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company has not generated revenue and has suffered recurring
losses from operations.

The Company's balance sheet at March 31, 2011, showed
$9.58 million in total assets, $8.72 million in total liabilities,
$2.52 million in Series B Redeemable Convertible Preferred stock,
and a $1.65 million total deficit.


BIOPACK ENVIRONMENTAL: Cancels Sale & Purchase Pact with Well
-------------------------------------------------------------
Biopack Environmental Solutions Inc. entered into a cancellation
agreement with Well Talent Technology Limited pursuant to which
the Company cancelled its agreement dated July 9, 2010, with Well
Talent Technology for the sale and purchase of the shares and
shareholders' loans of the Company's two subsidiaries, Roots
Biopark Limited and Biopack (Intellectual Property) Limited.  In
the cancellation agreement, each of Well Talent Technology and our
company agreed to release the other from any claims under the
cancelled agreement.

                    About Biopack Environmental

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

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

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

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

                           Going Concern

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

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

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


BLOCK 106: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Block 106 Development, LLC
        c/o Ursa Development Group, LLC
        71 Grand Street
        Hoboken, NJ 07030-2405

Bankruptcy Case No.: 11-27050

Chapter 11 Petition Date: June 1, 2011

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

Judge: Donald H. Steckroth

Debtor's Counsel: Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  E-mail: msirota@coleschotz.com

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

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

The petition was signed by Michael Sciarra of Ursa Development
Group, LLC, co-managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                         Case No.      Petition Date
        ------                         --------      -------------
800 Madison Street Urban Renewal, LLC  09-10546                 --
Tarragon Edgewater Associates, LLC     09-10548                 --
The Park Development East, LLC         09-10549                 --
900 Monroe Development LLC             09-10552                 --
Tarragon Development Corporation       09-10553                 --
Tarragon Corporation                   09-10555                 --
Bermuda Island Tarragon LLC            09-10556                 --
One Las Olas, Ltd.                     09-10570                 --
Orion Towers Tarragon, LLP             09-10572                 --
Tarragon Development Company LLC       09-10575                 --
Tarragon Management, Inc.              09-10576                 --
Tarragon South Development Corp.       09-10578                 --

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fields Development                 --                      $85,000
One Henderson Street
Hoboken, NJ 07030

John J. Curley, Esq.               --                       $3,026
John J. Curley, LLC
Harborside Financial Center
1202 Plaza Ten
Jersey City, NJ 07311

Melillo & Bauer Assoc., Inc.       --                       $1,500
2399 Highway 34, Building D-3
Manasquan, NJ 08736

North Hudson Sewerage Authority    --                       $1,035

All State Environmental LLC        --                         $560

Dresdner Robin, Inc.               --                          $48


BLUE DOLPHIN ENERGY: Posts $432,100 Net Loss in Q1 2011
-------------------------------------------------------
Blue Dolphin Energy Company filed its quarterly report on Form
10-Q, reporting a net loss of $432,088 on $692,334 of revenues for
the three months ended March 31, 2011, compared with a net loss of
$525,754 on $448,109 of revenues for the same period last year.

The Company's balance sheet at March 31, 2011, showed $5.5 million
in total assets, $3.3 million in total liabilities, and
stockholders' equity of $2.2 million.

As reported in the TCR on April 8, 2011, UHY LLP, in Houston,
Texas, expressed substantial doubt about Blue Dolphin's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses and negative cash flows from operations.

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

Houston, Tex.-based Blue Dolphin Energy Company (NASDAQ: BDCO)
-- http://www.blue-dolphin.com/-- is engaged in two lines of
business: (i) pipeline transportation services to producers/
shippers, and (ii) oil and gas exploration and production.
Substantially all of the Company's assets consist of equity
interests in its subsidiaries.


BOWE BELL + HOWELL: U.S. Trustee Opposed Sale Settlement
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Justice Department's
eyes and ears in bankruptcy court opposed a settlement Bowe Bell +
Howell Co. struck to resolve unsecured creditors' objections to
its auction plans, arguing that the deal could violate the rights
of the mailing-services provider's other creditors.

The judge, nonetheless, approved the settlement with the unsecurd
creditors committee.

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.

According to Bill Rochelle, bankruptcy columnist for Bloomberg
News, prior to the June 2 hearing 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.  Versa agreed not to sue creditors for such
things as preferences.  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.


BROWN PUBLISHING: Wins Confirmation of Liquidating Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brown Publishing Co. persuaded a bankruptcy judge to
sign a confirmation order approving the liquidating Chapter 11
plan.  The plan arose from settlement of a lawsuit the official
creditors' committee brought against first-lien lenders who
purchased the assets.  In return for a release, the lenders agreed
to set $275,000 aside exclusively for unsecured claims.

Mr. Rochelle recounts that a group including Roy Brown, the
president and chief executive officer, defaulted on a court-
approved contract to buy most of the publications for $22.4
million plus $900,000 in assumption or waiver of debt.

The secured lenders, according to the report, were later
authorized by U.S. Bankruptcy Judge Dorothy Eisenberg to buy most
of the publications of the Debtors for $27 million, mostly through
a credit bid where the lenders used their secured claims rather
than cash.  PNC Bank NA was agent for the lenders.

The committee, Mr. Rochelle relates, argued that there were
fraudulent transfers made in a 2007 refinancing.  The committee
agreed to settle because the $38 million in unsecured claims would
be diluted by the first-lien lenders' $45 million in deficiency
claims and the $24 million in deficiency claims owing to the
second-lien lenders.

The disclosure statement predicted that unsecured creditors would
recover about 0.7%.

                      About Brown Publishing

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

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

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

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


CALPINE CORP: Fitch Assigns 'B' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has assigned these ratings to Calpine Corporation
and its subsidiary, Calpine Construction Finance Company, L.P.:

Calpine

   -- Issuer Default Rating (IDR) 'B';

   -- $1 billion corporate revolving facility 'BB/RR1;

   -- $1.3 billion first lien credit facility 'BB/RR1';

   -- $5.9 billion senior secured notes 'BB/RR1'.

CCFC

   -- IDR 'B';

   -- $996 million senior secured notes 'BB/RR1'.

The Rating Outlook is Stable.

The 'B' IDR reflects Calpine's high consolidated gross leverage
and a weak commodity environment that Fitch expects to persist for
another 12-18 months. The rating also reflects the company's
strong liquidity position including a growing free cash flow
profile, manageable debt maturities and consistently demonstrated
capital markets access.

Fitch views Calpine's business profile as relatively strong
compared with other merchant generators. The combination of
efficient natural-gas fired plants and Geysers (geothermal) assets
make Calpine's fleet cleaner than other coal-heavy merchant power
generators. Calpine's fleet is also much younger (weighted average
age of the fleet is 11 years) than its peers. As a result, Calpine
is comparatively much less vulnerable to potential stringent
environment regulations addressing greenhouse gas emissions, other
air emissions including SOx, NOx, Mercury and coal ash as well as
water use.

For a pure merchant generator, Calpine has demonstrated a
relatively stable EBITDA since its emergence from bankruptcy. This
reflects, in part, the relatively lower exposure to changes in
natural gas prices as compared to other coal/ nuclear competitive
power generators. Hence, even as Fitch forecasts natural gas
prices to remain muted over 2011-12 and begin a slow recovery 2013
onwards, Calpine's EBITDA would suffer only a moderate decline in
2012 as the above-market hedges roll off, in Fitch's view. To
Calpine's advantage, low natural gas prices increase the run time
for its combined cycle natural gas fleet as marginal coal plants
get priced out of the market.

Beginning 2013 and beyond, Fitch sees several fundamental drivers
that could drive commodity margin improvements for the company,
including: (1) higher natural gas prices; (2) heat rate expansion
driven by tightening supply conditions in regions such as the
Electricity Reliability Council of Texas (ERCOT); and (3)
potential stringent environment regulations addressing air
pollutants that could result in higher power prices driven by
retirement/ retrofit decisions by many coal plant operators.

Fitch expects the company to focus on its three-scale regions,
namely California, Texas and the Northeast and to continue to
monetize value for its Southeast portfolio and other scattered
generation assets through long-term contracts or divestitures. In
California, Fitch expects Calpine's geysers to benefit from the
state's ever increasing emphasis on renewables while the overall
fleet will also benefit as the power markets tighten. In Texas,
Fitch expects Calpine's fleet to benefit from tightening supply
conditions as reserve margins beyond 2013 likely drop below
ERCOT's threshold level of 13.25% and power prices likely rise to
incentivize new build. In addition, ancillary revenues at Calpine
should benefit from higher presence of wind (an intermittent
source of generation) in the overall ERCOT portfolio mix. In the
North and Southeast, Calpine's fleet should benefit from higher
coal-to-gas switching in the near term and likely retirements of
old and inefficient coal plants in the medium to long term.

Fitch estimates Calpine's consolidated gross leverage to be
approximately 5.6 times (x) and funds flow from operations (FFO)
to total debt to reach 9% in 2013, thus approaching Fitch's
guideline ratios for a 'B' rated issuer. The net leverage will be
in the 4.5x range due to the company's solid excess cash position,
which is in line with management's stated target. Fitch expects
the company to be free cash flow neutral over 2011-12 after
incorporating both growth and maintenance capex. Beginning 2013,
Fitch expects Calpine to be a strong free cash flow generator.
These metrics do not reflect the potential sale of assets,
including Broad River and Mankato power plants, which could lead
to a further reduction in gross leverage.

Absent asset sales, Fitch does not expect management to
proactively reduce debt from the current levels aside from the
scheduled debt maturities/ amortizations. As a result, in Fitch's
financial projections, excess cash builds up on the balance sheet.
It is Fitch's expectation that management prudently invests excess
cash flow generated in growth oriented projects and continues to
manage its balance sheet in a conservative manner. Fitch
acknowledges the success that Calpine has had in simplifying its
capital structure, pushing out debt maturities and gaining
financial flexibility in capital allocation decisions. Calpine has
accessed the capital markets opportunistically and, in a series of
transactions over a relatively short period of time, fully pre-
paid its covenant-restrictive first lien exit financing, closed on
a new revolver, and refinanced a large subsidiary debt at the
parent level. Fitch expects management to continue to look for
capital market opportunities to simplify its capital structure.

The Stable Outlook for Calpine incorporates Fitch's expectation
that its credit metrics improve over the forecast period supported
by solid liquidity profile that should enable the company to
withstand any worsening of the commodity downturn. Positive or
negative rating actions in the near term will likely be driven by
a significant improvement or worsening in the commodity
environment as well as any material change in the company's
capital allocation decisions. Reduction in gross leverage due to
asset sales or other actions will also be a catalyst for positive
rating actions.

In accordance with Fitch's Parent and Subsidiary Rating Linkage
Criteria, Fitch is currently linking the IDRs of Calpine and CCFC.
Calpine and CCFC are distinct issuers, the subsidiary debt is non-
recourse to the parent and there are no cross-guarantees or cross-
default provisions between the two entities. However, there are
strong operational and management ties between Calpine and CCFC.
For this reason, Fitch is assigning the same IDR to CCFC as the
parent even though its standalone credit profile is much stronger.

Recovery Analysis:

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario.

Fitch values the power generation assets that guarantee the parent
debt using a net present value (NPV) analysis. A similar NPV
analysis is used to value the generation assets that reside in
non-guarantor subs and the excess equity value is added to the
parent recovery prospects. The generation asset NPVs vary
significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
California, ERCOT and the Northeast. For the NPV of generation
assets used in Fitch's recovery analysis, Fitch uses the plant
valuation provided by its third-party power market consultant,
Wood Mackenzie, as an input as well as Fitch's own gas price deck
and other assumptions.

For Calpine, Fitch has assigned a 'BB/RR1' rating to the corporate
revolving facility, first lien credit facility and senior secured
notes, all of which rank pari passu. The 'RR1' rating reflects a
three-notch positive differential from the 'B' IDR and indicates
that Fitch estimates outstanding recovery of 91-100%. Similarly
for CCFC, Fitch has assigned a 'BB/RR1' rating to the senior
secured notes.

Calpine is one of the largest independent power producers (IPPs)
in the U.S. with a portfolio of 92 operating power plants and a
total generation capacity of approximately 28,000 MW. Calpine owns
and operates natural gas-fired and geothermal power plants in
North America and has a significant presence in the major non-
regulated power markets in the U.S. such as Texas, California,
PJM, New England Independent System operator (ISO) and New York
ISO.


CAMDEN PROPERTY: Fitch Rates Preferred Stock at 'BB+'
-----------------------------------------------------
Fitch Ratings assigns 'BBB' credit ratings to the $250 million
4.625% coupon rate senior unsecured notes due June 2021 and the
$250 million 4.875% coupon rate senior unsecured notes due June
2023 issued by Camden Property Trust. The 10-year 4.625% notes
were issued at 99.404% of par value to yield 4.7% to maturity, or
165 basis points over the benchmark treasury rate, and the 12-year
4.875% notes were issued at 99.878% of par value to yield 5% to
maturity, or 195 basis points over the benchmark treasury rate.
The company intends to use the net proceeds of approximately
$492.2 million, together with cash on hand, to repay in full its
$500 million unsecured term loan due in October 2011.

Fitch currently rates Camden Property Trust as:

   -- Issuer Default Rating 'BBB';

   -- $500 million unsecured revolving line of credit 'BBB';

   -- $884.4 million senior unsecured notes 'BBB';

   -- $35.2 million senior unsecured medium term notes at 'BBB';

   -- Preferred stock (indicative) at 'BB+'.

The Rating Outlook is Stable.

Fitch has withdrawn the 'BBB' rating for $500 million unsecured
term loan, as this obligation will be repaid following the
settlement of senior unsecured notes on June 3, 2011.

Camden Property Trust is a Texas real estate investment trust that
was formed on May 25, 1993 and is engaged in the ownership,
management, development, acquisition, and construction of
multifamily apartment communities. As of March 31, 2011, Camden
owned interests in, operated, or were developing 190 multifamily
properties comprising 64,509 apartment homes across the United
States. Of the 190 properties, three properties were under
development, and when completed will consist of a total of 711
apartment homes. As of March 31, 2011, Camden had $5.9 billion in
gross book assets, an equity market capitalization of $4.4
billion, and a total market capitalization of $6.9 billion.


CAPSALUS CORP: Kevin Quirk Resigns; Steve Grubner Acts as CEO
-------------------------------------------------------------
Tad Ballantyne, chairman of Capsalus Corp., has accepted the
resignation of Kevin P. Quirk as CEO.  Steve Grubner, president,
assumes the position of acting CEO.

"While I regretfully accept Kevin's resignation, I am confident
that the depth of our leadership team's knowledge and expertise
will be an asset as we continue to build our business and drive
Capsalus' performance," said Mr. Ballantyne.

As interim CEO, Mr. Grubner will be responsible for the management
of Capsalus and existing interests in partner companies and
subsidiaries, including Wish Upon A Hero, Guava Healthcare and
White Hat Brands, as well as the ongoing evaluation of corporate
development opportunities.  With more than 25 years of leadership
experience, Mr. Grubner has served as board member, president,
chief financial officer and chief accounting officer across a
diverse range of businesses.  He has also handled fundraising and
SEC compliance duties in public and private equity markets. Mr.
Grubner holds a Bachelor of Arts in economics from the University
of Michigan and a law degree from the John Marshall Law School.

Supporting Mr. Grubner will be Chris Olivier, who moves up to
chief marketing officer from vice president of marketing.  Mr.
Olivier, who joined Capsalus last year when the company acquired
White Hat Brands, will head strategic planning and corporate
marketing efforts, and provide marketing and business development
counsel to Capsalus' partners and subsidiaries.  He has more than
15 years experience managing the development, launch and growth of
branded and licensed consumer products and services across the
retail distribution spectrum.  In addition, Olivier has spent a
number of years in marketing and business development capacities
in media and technology with such multinational corporations as
Mediacom, Macromedia (Adobe) and Anderson Consulting (Accenture).

                       About Capsalus Corp.

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

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

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

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

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


CATALYST PAPER: Extends Asset Based Loan Facility by 3 Years
------------------------------------------------------------
Catalyst Paper announced the extension and amendment of its
current $330 million asset based loan facility maturing August
2013 to a C$175 million ABL facility maturing May 31, 2016.  This
transaction was co-led by JPMorgan Securities LLC and CIBC Asset-
Based Lending, Inc., with JPMorgan Chase Bank, N.A. serving the
role of Agent.

The ABL facility provides for ongoing working capital, capital
expenditure requirements, as well as general corporate purposes.
Collateral provided consists primarily of all accounts receivable,
inventories and cash of the company.  Availability under the ABL
facility is determined by a borrowing base calculated primarily on
balances of eligible accounts receivable and inventory, less
certain reserves.

The three financial covenants in the existing ABL facility have
been replaced by a financial covenant in the amended ABL facility
to maintain a minimum fixed charge coverage ratio of 1.1/1.0 which
comes into effect only if excess availability under the amended
facility falls below $22 million.  As part of the changes under
the amended ABL facility, the fixed assets of the Snowflake mill
are not part of the borrowing base and become first lien security
under the company's senior secured note facilities, resulting in
the company being able to issue an additional US $60 million of
senior secured notes under those facilities.  The reduction in the
amount of the ABL facility to $175 million also reflects reduced
working capital levels due to the permanent closure of the
company's Elk Falls mill in 2010.

The proforma borrowing base under the replacement ABL facility
calculated as at April 30, 2011, was $137 million and, after
taking into account letters of credit of $28 million, $109 million
was available to the Company at that date.  This compares to
availability of $109 million under the prior ABL facility as at
April 30, 2011, after also taking into account the financial
covenant under that facility to maintain excess availability above
$35 million.

                       About Catalyst Paper

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

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

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

                          *     *     *

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


CDC PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CDC Properties II, LLC
        820 A. Street, #300
        Tacoma, WA 98402

Bankruptcy Case No.: 11-44554

Chapter 11 Petition Date: June 2, 2011

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

Judge: Paul B. Snyder

Debtor's Counsel: Brad A. Goergen, Esq.
                  GRAHAM & DUNN PC
                  Pier 70
                  2801 Alaskan Way, Suite 300
                  Seattle, WA 98121-1128
                  Tel: (206) 903-4851
                  E-mail: bgoergen@grahamdunn.com

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

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

The petition was signed by Thomas W. Price, member/manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Prium Kent Retail, LLC                10-45715            07/14/10
Prium Lakewood Buildings              10-48621            10/19/10
Prium Meeker Mall LLC                 10-45713            07/14/10
CDC Properties I, LLC                 10-41010            02/10/11

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New Dimension Landscape, Inc.      Trade Debt               $8,492
8504 Canyon Road E
Puyallup, WA 98371

Smith Fire Systems, Inc.           Trade Debt               $7,234
1106 54th Avenue E.
Tacoma, WA 98424

ThyssenKrupp Elevator Corp.        Trade Debt               $3,265
P.O. Box 933004
Atlanta, GA 31193

City of Lacey                      Trade Debt               $2,852

PPM Payment Services, LLC          Trade Debt               $1,541

City of Port Angeles               Trade Debt                 $953

ABM Janitorial Service             Trade Debt                 $838

Delaware Secretary of State        Trade Debt                 $500
Division of Corporations

City of Shelton                    Trade Debt                 $337

Qwest                              Trade Debt                 $247


CELLULAR ONE: Moody's Withdraws Ratings on Canceled Refinancing
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
MTPCS LLC, Oklahoma 5 LLC, Texas 10, LLC, and Central Louisiana
Cellular, LLC as a result of the company's announcement that it
was not moving forward with the proposed refinancing, warranting
the rating withdrawal. Since Moody's does not rate any of Cellular
One's existing debt, Moody's has also withdrawn the company's
Corporate Family Rating, Probability of Default Rating, and
Speculative Grade Liquidity Rating.

Withdrawals:

   Issuer: Cellular One, LLC

   -- Corporate Family Rating: Withdrawn, previously rated B3

   -- Probability of Default Rating: Withdrawn, previously rated
      Caa1

   -- $180 million Senior Secured Credit Facility: Withdrawn,
      previously rated B2, LGD2-28%

   -- Speculative Grade Liquidity: Withdrawn, previously rated SGL
      2

   Outlook: Withdrawn, previously Stable

The principal methodology used in rating Cellular One was Moody's
Global Telecommunications Industry, published in December 2010 and
available on www.moodys.com. Other methodologies and factors that
may have been considered in the process of rating this issuer can
also be found in the Rating Methodologies sub-directory on Moody's
website.

With headquarters in Wayne, PA, Cellular One provides wireless
services to approximately 150,000 subscribers in Montana, Texas,
Oklahoma and Louisiana.


CHINA DU KANG: Reports $59,900 Net Income in First Quarter
----------------------------------------------------------
China Du Kang Co., Ltd., filed its quarterly report on Form 10-Q,
reporting net income of $59,873 for the three months ended
March 31, 2011, compared with a net loss of $36,012 for the same
period last year.

Total revenues for the period ended March 31, 2011, were $711,496
as compared to $490,242 for the same period of 2010.  These
include sales of liquor, which were $427,679 for the period ended
March 31, 2011, and $290,404 for the same period of 2010.  The
license fees in the three months ended March 31, 2011, were
$283,817 and $199,838 for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed
$14.1 million in total assets, $21.3 million in total liabilities,
and a stockholders' deficit of $7.2 million.

Keith K. Zhen, CPA, in Brooklyn, New York, expressed substantial
doubt about 's ability to continue as a going concern, following
the Company's 2010 results.  Mr. Zhen noted that the Companyhas
incurred an operating loss for each of the years in the two-year
period ended Dec. 31, 2010, and as of Dec. 31, 2010, has a working
capital deficiency and a shareholders' deficiency.

A copy of the Form 10-Q is available at http://is.gd/gH4WRZ

China Du Kang Co., Ltd., was incorporated as U.S. Power Systems,
Inc., in the State of Nevada on Jan. 16, 1987.  The Company is
principally engaged in the business of production and distribution
of distilled spirit with the brand name of "Baishui Dukang".  The
Company also licenses the brand name to other liquor manufactures
and liquor stores.


CHINA GINSENG: Posts $223,600 Net Loss in March 31 Quarter
----------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $223,630 on $2.0 million of revenue
for the three months ended March 31, 2011, compared with a net
loss of $149,132 on $170,893 of revenue for the corresponding
period ended March 31, 2010.  The revenue increase was primarily
attributable to the sales of ginseng and ginseng juice which had
not occurred in the same period of 2010.

Total sales increased from $261,088 for the nine months ended
March 31, 2010, to $3.1 million for the nine months ended
March 31, 2011.

The Company had a net loss of $672,237 for the nine months ended
March 31, 2011, and a net loss of $224,896 for the nine months
ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $9.4 million
in total assets, $4.1 million in total liabilities, and
stockholders' equity of $5.3 million.

The Company has accumulated deficits of $2.4 million and
$1.7 million as of March 31, 2011, and June 30, 2010,
respectively, and there are existing uncertain conditions the
Company foresees relating to its ability to obtain working capital
and operate successfully.

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenues will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations," the Company said in the
filing.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/5q4noq

Changchun City, China-based China Ginseng Holdings, Inc., was
incorporated under the laws of Nevada on June 24, 2004.  Prior to
August 2010, the Company was engaged primarily in the sale of
fresh and dried Ginseng.  Recently, the Company has decided to
refocus its business on the sale of Ginseng beverages and wines.


CHRYSLER GROUP: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.

"Our corporate credit rating reflects our assessment of Chrysler's
business risk profile as weak and its financial risk profile as
aggressive. Under our criteria, the combination of these profiles
is consistent with a 'B+' corporate credit rating. The stable
outlook reflects our view that the company will remain profitable
in its main North American market (around 90% of revenues) over
the next year and generate some positive discretionary cash
flow. For example, we believe the company's automotive operations
will remain profitable with industry light-vehicle sales at or
above current levels (i.e., more than 12 million units)," S&P
related.

Still, S&P believes underlying business risks remain high, most
notably:

    * Exposure to a potentially weak recovery in vehicle demand in
      North America;

    * Still-high dependence on light truck sales in North America,
      despite the ongoing introduction of more fuel-efficient
      vehicles in conjunction with its Fiat partnership and plans
      to further reduce fleet sales; and

    * Substantial execution risk of its ongoing repositioning and
      expansion under Fiat's direction.

"We view Chrysler as a government-related entity (GRE) under our
criteria because of its ownership (6% if Fiat increases its share
to 51%) by the U.S. Treasury (UST). However, we view the link
between Chrysler and UST as limited because we believe the
Treasury's ownership position will be eliminated over time. The
UST stake declined when Fiat increased its stake to 46%, and we
expect further declines in the UST stake. We also view Chrysler's
importance to the government, under our GRE criteria, as limited.
Accordingly, our 'B+' corporate credit rating on Chrysler reflects
the automaker's stand-alone credit profile, including Fiat's
ownership, because we believe the likelihood of government support
is low, as defined under our GRE criteria," S&P noted.

S&P continued, "We view Chrysler's ownership by Fiat as a rating
positive. We assume Fiat's ownership will increase to over 50%
this year from 46% now and 30% prior to the recent financings. We
consider Chrysler strategically important to Fiat. In our view,
even when Fiat's share rises over 50%, the direct financial
impact of such a transaction would only modestly improve
liquidity; the cash received from Fiat recently was about $1.3
billion. Still, the operational benefits to Chrysler from Fiat's
oversight and management and product integration could become even
more significant over time. We view this strategy as a work in
progress, albeit with some early signs of success. We consider the
Fiat involvement supporting our weak business risk assessment for
Chrysler; without Fiat's involvement, we would likely consider the
business risk profile vulnerable and the corporate credit rating
would likely be lower."

"We do not ascribe any rating impact to Chrysler's significant
(41.5% if Fiat increases its share to 51%) ownership by the VEBA
trust (to benefit UAW retirees), because (as with the UST stake)
we view this ownership as ultimately temporary. The VEBA stake
declined recently when Fiat's share rose to 46%," S&P added.


CLAIRE'S STORES: Incurs $19.59 Million Net Loss in April 30 Qtr.
----------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $19.59 million on
$346.44 million of net sales for the three months ended April 30,
2011, compared with a net loss of $12.30 million on
$322.07 million of net sales for the three months ended May 1,
2011.

The Company's balance sheet at April 30, 2011, showed
$2.86 billion in total assets, $2.63 billion in total liabilities,
and a $26.70 million stockholders' deficit.

Chief Executive Officer Gene Kahn commented, "We feel good about
our 3.2% same store sales performance building on last year's 7.6%
increase.  Overall the first quarter business, while positive,
reveals an overall softening.  We are facing into some headwind
and will need to work harder and smarter to sustain improved sales
performance with commensurate EBITDA and Cash Flow.  The Global
team is fully engaged and dedicated to achieving the desired
outcome."

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

                      About Claire's Stores

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

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 8% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 91.73 cents-
on-the-dollar during the week ended Friday, June 3, 2011, a drop
of 0.60 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 211 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Claire's Stores

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

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

The Company's balance sheet at April 30, 2011, showed
$2.86 billion in total assets, $2.63 billion in total liabilities,
and a $26.70 million stockholders' deficit.

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

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


CLEARWIRE CORP: To Shift Customer Care Operations to TeleTech
-------------------------------------------------------------
Clearwire Corporation announced that it will transition parts of
the Company's current customer care operations to TeleTech
Holdings, Inc., in connection with the expansion of an existing
agreement.  Under the agreement TeleTech will be responsible for
managing day-to-day customer care services for the Company's
customers.  Approximately 700 Company employees in Las Vegas,
Nevada and Milton, Florida will immediately transition to
TeleTech.  The Company will retain approximately 180 personnel
between both locations.  Those employees remaining with the
Company will be responsible for a variety of back office
activities, including, among other tasks, operations, workforce
management, process management and vendor management.

                   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.


COLONIAL BANCGROUP: Court Confirms Revised Liquidation Plan
-----------------------------------------------------------
Bankruptcy Judge Dwight H. Williams Jr., on Thursday signed off on
Colonial BancGroup Inc.'s revised Chapter 11 liquidation plan over
the objection of the Federal Deposit Insurance Corp.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that recounts that Judge Williams gave Colonial a seeming
defeat on May 20 when he wrote an opinion explaining why he
couldn't approve the plan. Since the defects were minor, Colonial
promptly filed an amended plan, which the judge approved June 2.

Judge Williams, in his previous ruling, rejected the principal
grounds on which the FDIC and others were opposing the plan's
approval.

               About The Colonial BancGroup

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

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

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

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


CONTECH CONSTRUCTION: S&P Affirms CCR at 'B-'; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on West
Chester, Ohio-based Contech Construction Products Inc. to negative
from stable. "At the same time, we affirmed our ratings on
Contech, including the 'B-' corporate credit rating," S&P stated.

"The outlook revision reflects our assessment of Contech's limited
near-term liquidity due to higher-than-expected borrowings on its
revolving credit facility to support higher steel costs," said
Standard & Poor's credit analyst Thomas Nadramia. "The outlook
revision also reflects that Contech's operating environment is
likely to remain difficult in the near term, resulting in
reduced cushion in the company's minimum EBITDA covenant which
governs its revolving credit facility and term loan. The minimum
EBITDA requirement continues to step up over the next several
quarters. However, our current expectation is that liquidity will
likely remain at, or near, current reduced levels in the next two
quarters until seasonal cash collections begin in the last quarter
of 2011."

The ratings on Contech reflect its highly leveraged financial risk
profile marked by high debt balances and lower-than-expected
liquidity. The ratings also reflect the company's weak business
profile stemming from significant exposure to the cyclical
commercial and residential construction sectors, and to volatile
raw material costs. These factors are somewhat mitigated by good
market shares in such products as steel pedestrian bridges and
corrugated steel and plastic pipe used in commercial, residential,
and public infrastructure projects.

According to S&P, "In our view, Contech's operating environment
will likely remain challenging over the next several quarters
reflecting depressed residential and nonresidential construction
markets and flat infrastructure spending. As a result, our
forecast for Contech's EBITDA for the fourth quarter ended June
30, 2011 and first quarter ended Sept. 30, 2011, anticipates only
a modest cushion above the company's minimum EBITDA covenant. We
consider weak demand in Contech's markets that may result in
increased price competition, and potentially lower-than-expected
operating margins and EBITDA over the next several quarters, to be
a key risk to our forecast. The completion of several larger
projects and Contech's continued expansion into non-U.S. markets
could provide some upside to our EBITDA forecast in fiscal 2012."

"The rating outlook is negative. We expect end-market demand for
Contech's products to be relatively flat over the next several
quarters because of still-weak residential, commercial, and
infrastructure construction markets," S&P related.

"We expect some compression of operating margins in the near term
as recent higher steel costs are absorbed, resulted in earnings
pressure. As a result, we believe liquidity, in terms of cash,
availability under the revolving credit facility, and cash flow
from operations may become constrained if cushion under the
minimum EBITDA covenant is further reduced or breached. Also, we
expect the company will need to address the maturity of its senior
secured bank credit facility by early 2012. We expect Contech's
credit metrics will remain highly leveraged, with total adjusted
debt/EBITDA of between 8x and 9x by the end of the company's
fiscal year in June 2011," S&P noted.

S&P said, "We could take a negative rating action if renewed
pressure in raw material costs, particularly for steel, or intense
price competition causes liquidity to narrow further. In addition,
we could take a negative rating action if the company fails to
either extend or refinance its senior secured credit facilities
before early 2012."

"In our view, a positive rating action is unlikely in the near
term given still weak end markets. However, we could revise the
outlook to stable if Contech can alleviate the tightness under its
covenant such that cushion is maintained above 20%, either through
an amendment to its credit facilities or improved EBITDA over the
next several quarters due to increased project wins and
international sales by Contech, which is expanding in these
areas," S&P added.


CORTEX PHARMACEUTICALS: Posts $1.6 Million Net Loss in Q1 2011
--------------------------------------------------------------
Cortex Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million for the three months
ended March 31, 2011, compared with net income of $5.6 million for
the same period last year.

Grant revenues were $25,300 and $0 for the three months ended
March 31, 2011.  The net income for the first quarter of 2010
reflects revenues of $9,000,000 from the Company's transaction
with Biovail Laboratories International SRL during March 2010,
described below.

In March 2010 Cortex sold its rights to CX717 and certain other
AMPAKINE compounds to Biovail as a potential treatment for
respiratory depression and vaso-occlusive crises associated with
sickle cell disease.  The transaction included a purchase price of
$10,000,000 from Biovail, of which Cortex received $9,000,000 upon
execution of the agreement in March 2010 and the remaining
$1,000,000 in September 2010.  The transaction also included an
obligation for additional payments by Biovail upon the achievement
of defined clinical development milestones.

The Company's balance sheet at March 31, 2011, showed
$2.1 million in total assets, $1.2 million in total liabilities,
and stockholders' equity of $861,086.

As reported in the TCR on March 24, 2011, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about Cortex
Pharmaceuticals' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company does not currently possess sufficient working capital
to fund its operations through the next fiscal year.

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

A copy of the press release announcing the Company's financial
results is available at http://is.gd/mBdW7Q

Irvine, Calif.-based Cortex Pharmaceuticals, Inc. (OTC BB:
CORX.OB) -- http://www.cortexpharm.com/-- is a neuroscience
company focused on novel drug therapies for treating psychiatric
disorders, neurological diseases and sleep apnea.  Cortex is
pioneering a class of proprietary pharmaceuticals called
AMPAKINE(R) compounds, which act to increase the strength of
signals at connections between brain cells.  The loss of these
connections is thought to be responsible for memory and behavior
problems in Alzheimer's disease.


CORUS BANKSHARES: Executives Reach $10M Deal With Investors
-----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. District Judge
Elaine E. Bucklo on Thursday signed off on a $10 million
settlement to resolve a shareholder class action accusing former
directors of Corus Bankshares Inc. of misrepresenting its finances
during the housing crisis.

Law360 relates that Judge Bucklo granted preliminary approval to
the agreement and made way for the court to notify class members,
who will then get a chance to object to the settlement before a
hearing in September on whether the deal is fair.

                      About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


COVENTRY HEALTH: Moody's Rates $600-Mil. Senior Notes at 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior unsecured debt
rating to Coventry Health Care, Inc.'s (Coventry, NYSE:CVH)
issuance of $600 million of 10-year senior notes and a (P)Ba1
provisional senior unsecured debt shelf rating to the company's
shelf registration. The ratings are under review for possible
upgrade.

RATINGS RATIONALE

The debt issuance is a draw on the company's single use shelf
registration, which it filed on June 2, 2011. Coventry expects to
use a portion of the net proceeds of the $600 million senior notes
to repay the outstanding balance under its revolving credit
facility and to refinance the $250 million of senior notes
maturing in January 2012 (approximately $234 million outstanding
as of March 31, 2011). Moody's notes that with the additional debt
Coventry's financial leverage (debt to capital) is expected to
remain below 30%. Adjusted financial leverage (debt to capital
where debt includes operating leases) is expected to be
approximately 32% (compared to approximately 30% at March 31,
2011), which remains in line with Moody's expectation for the
company's current rating level.

Moody's Ba1 senior debt rating for Coventry is supported by the
company's solid financial profile, including strong regulated and
non-regulated cash flows, and a very good level of capitalization
(in excess of 200% consolidated risk-based capital of company
action level as of December 31, 2010). This is offset, however, by
a weaker business profile characterized by a large number of
unconnected health plans operating under different names in 23
markets, and a somewhat high risk membership profile with a large
amount of full-risk membership. While Coventry's operating margins
have increased over the last year, there is continued pressure on
the sector's earnings as a result of issues stemming from
healthcare reform, namely minimum medical loss ratio regulations
and changes in reimbursement rates for Medicare Advantage (MA)
business. Coventry's commercial membership has also come under
pressure as a result of the economic downturn, however, the
company has experienced some success in expanding its Medicaid
business with contracts in Nebraska and Pennsylvania.

The principal methodology used in rating Coventry was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland
reported medical membership of 3.4 million and Part D Medicare
membership of approximately 1.2 million as of March 31, 2011. The
company reported revenues (including investment income) of
approximately $3.1 billion for the three months ending March 31,
2011 and shareholder's equity of approximately $4.3 billion.


CROWN AMERICA: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to the new $400
million term A loan of Crown Americas , LLC and Crown European
Holdings, S.A. Moody's also affirmed the Ba2 corporate family
rating of Crown Holdings Inc. and the SGL-2 speculative grade
liquidity ratings. The ratings outlook is positive. The proceeds
of the new term loan will be used to refinance outstanding debt.

Moody's took these rating actions for Crown Americas, LLC:

   -- Assigned $150 million senior secured Term Loan A due 2016,
      Baa2 (LGD 1, 8%)

   -- Affirmed $450 million US Revolving Credit Facility due 2015,
      Baa2 (LGD 1, 8%)

   -- Affirmed $365 million US Term Loan B due 2012 ($147 million
      outstanding), Baa2 (LGD 1, 8%) (To be withdrawn after
      transaction closes)

   -- Affirmed $400 million senior unsecured notes due 2017, Ba3
      (LGD 4, 65%)

   -- Affirmed $700 million senior notes due 2021, Ba3 (LGD 4,
      65%)

Moody's took these rating actions for Crown Holdings Inc.

   -- Affirmed corporate family rating, Ba2

   -- Affirmed probability of default rating, Ba2

   -- Affirmed speculative grade liquidity rating, SGL-2

Moody's took these rating actions for Crown Cork & Seal Company,
Inc.

   -- Affirmed $150 million senior unsecured notes due 2096 ($64
      million outstanding), B1 (LGD 6, 94%)

   -- Affirmed $350 million senior unsecured notes due 2026, B1
      (LGD 6, 94%)

Moody's took these rating actions for Crown European Holdings S.A.

   -- Assigned $250 million senior secured Term Loan A due 2016,
      Baa2 (LGD 1, 8%)

   -- Affirmed $700 million European revolving credit facility due
      2015, Baa2 (LGD 1, 8%)

   -- Affirmed ?111 million Euro Term Loan B due 2012, Baa2 (LGD
      1, 8%) (To be withdrawn after transaction closes)

   -- Affirmed ?460 million 6.25% First Lien Notes due 2011 (?85
      million outstanding), Baa2 (LGD 2, 11%) (To be withdrawn
      after transaction closes)

   -- Affirmed ?500 million 7.125% global notes due 8/15/2018, Ba1
      (LGD 2, 25% from LGD 2, 26%)

Moody's took these rating actions for Crown Metal Packaging Canada
L.P.

   -- Affirmed $50 million Canadian revolving credit facility due
      2015, Baa2 (LGD 1, 8%)

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

Crown's Ba2 Corporate Family Rating reflects the company's
position in an oligopolistic industry, relatively stable end
markets and improved profitability. The rating is also supported
by the high percentage of business under contract with strong raw
material cost pass-through provisions, higher margin growth
projects in emerging markets and good liquidity. Crown's broad
geographic exposure, including a high percentage of sales from
faster growing emerging markets, is both a benefit and a source of
some potential volatility.

The rating is constrained by the company's concentration of sales,
exposure to international markets and risks inherent in its
strategy to grow in emerging markets. The rating is also
constrained by the ongoing asbestos liability. Moody's also notes
that approximately 30% of the company's debt is variable rate. The
company has exposure to segments which can be affected by weather
and crop harvests and to mature industry sectors like carbonated
soft drinks. Approximately 50% of sales stem from the sale of
beverage cans. Crown is also completely concentrated in metal
packaging, which may be subject to substitution with other
substrates in certain markets depending on relative pricing and
new technologies.

The ratings outlook is positive. The positive outlook reflects an
expectation that Crown's credit metrics will improve sustainably
to the stated rating triggers over the rating horizon. Much of the
company's previous and planned capacity expansion in emerging
markets is sold out and should drive measurable improvements in
EBITDA and cash flow.

What Could Change the Rating - Down

The ratings could be downgraded if there was deterioration in the
credit metrics, more aggressive financial policies, deterioration
in the cushion under existing financial covenants, and/or
deterioration in the competitive or operating environment.
Additionally, a significant acquisition could also trigger a
downgrade. Specifically, the rating could be downgraded if the
EBIT margin moved below the low teen range, leverage moved above
4.0 times and free cash flow to debt moved below 7%.

What Could Change the Rating - Up

The ratings could be upgraded if Crown achieves a sustainable
improvement in credit metrics and maintains conservative financial
policies and cushion under existing financial covenants within the
context of a stable operating and competitive environment.
Specifically, the ratings could be upgraded if leverage remained
below 3.7 times, the EBIT margin remains in the double digits and
free cash flow to total debt improves to over 9%.

The principal methodology used in rating Crown was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology, published June 2009. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009 (and/or the
Government-Related Issuers methodology, published July 2010.


CROWN HOLDINGS: S&P Ups CCR to 'BB+' on Strengthening Financials
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Crown Holdings Inc. to 'BB+' from 'BB'. The outlook is
stable.

"The upgrade follows gradual strengthening of Crown's credit
profile through growth in sales, earnings, and cash flow and
steady debt reduction during the past few years," said Standard &
Poor's credit analyst Cynthia Werneth. "In addition, the company
has significantly extended debt maturities during the past year."

At the same time, Standard & Poor's raised the senior secured debt
rating to 'BBB' (two notches above the corporate credit rating)
from 'BB+' and revised the recovery rating on this debt to '1'
from '2'. The '1' recovery rating indicates the expectation of
very high (90% to 100%) recovery in the event of a payment
default.

Standard & Poor's raised its rating on senior unsecured debt that
is guaranteed by Crown Holdings Inc. and certain of its
subsidiaries to 'BB' (one notch below the corporate credit rating)
from 'BB-' and maintained its '5' recovery rating on this debt.
The '5' recovery rating indicates the expectation of modest (10%
to 30%) recovery in the event of a payment default.

Standard & Poor's raised the rating on senior unsecured debt that
is not guaranteed to 'BB-' (two notches below the corporate credit
rating) from 'B+' and maintained the '6' recovery rating on this
debt. These ratings indicate the expectation of negligible (0% to
10%) recovery in the event of a payment default.

In addition, Standard & Poor's assigned senior secured debt
ratings of 'BBB' and recovery ratings of '1' to new debt to be
issued by two Crown subsidiaries: Crown Americas LLC's proposed
$150 million senior secured term loan A and Crown European
Holdings SA's proposed $250 million senior secured term loan A.

Crown intends to use proceeds of the new term loans primarily to
repay existing senior secured debt.

As of March 31, 2011, Crown had total adjusted debt of about $4.6
billion. "We adjust debt to include about $1.1 billion of tax-
effected unfunded postretirement and asbestos liabilities and
capitalized operating leases," S&P said.


CRYSTALLEX INT'L: Sr. Notes Holders Serve Notice of Application
---------------------------------------------------------------
Crystallex International Corporation has been served with a Notice
of Application by certain holders of the senior unsecured notes of
Crystallex that are due Dec. 23, 2011.  The noteholders are
seeking a declaration from the Court that there has been a
"Project Change of Control" event as defined in the First
Supplemental Indenture made as of Dec. 23, 2004, which would
require Crystallex to purchase all of the notes of each note
holder who has so requested at a price equal to 102% of the
principal amount of the notes, together with accrued and unpaid
interest to the date of purchase.

A "Project Change of Control" is defined as "the occurrence of any
transaction as a result of which Crystallex ceases to beneficially
own, directly or indirectly, at least a majority interest in the
Las Cristinas project asset."

Crystallex has previously successfully defended multiple actions
by the noteholders and it intends to vigorously defend this
application as well.

Additionally, the Company has been advised by the NYSE Amex that
its May 24th, 2011, Appeal of the Exchange's delisting
determination has been denied.  Crystallex has the right to appeal
this decision to the full Committee on Securities, within 15
calendar days, which it intends to do.  The Company understands
that the NYSE Amex will suspend trading of Crystallex shares on
the NYSE Amex while this next Appeal is ongoing.  The Company
continues to trade on the TSX Exchange and has been advised by OTC
Markets Group Inc., which operates the world's largest electronic
marketplace for broker-dealers to trade unlisted stocks, that its
securities will be immediately eligible for quotation on the OTCQB
upon the suspension of trading on the NYSE Amex.  Investors will
be able to view Real Time Level II stock quotes for the Company at
http://www.otcmarkets.com. A further announcement will be made
once a determination has been made on the date of the
implementation of the trading suspension and once the Company has
been advised of its new trading symbol.

The Company is continuing to pursue its objectives of diligently
advancing the arbitration claim against Venezuela, while
proceeding with the sale of equipment, the ongoing evaluation of
opportunities in the mining sector and debt refinancing and
restructuring initiatives.

                  About Crystallex International

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

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

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

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


DAHUA INC: Posts $141,900 Net Loss in Q1 2011
---------------------------------------------
Dahua Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $141,883 for the three months ended March 31, 2011,
compared with a net loss of $149,398 for the same period last
year.

The Company began Phase I of its first real estate project, Dahua
Garden, which consists of 75 luxury residential units, in
July 2003.   The construction was completed in December 2005.
For the three months ended March 31, 2011, and 2010, the Company
didn't recognize any sales revenues.

The Company's balance sheet at March 31, 2011, showed
$19.7 million in total assets, $16.9 million in total liabilities,
all current, and stockholders' equity of $2.8 million.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
expressed substantial doubt about Dahua's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has cash flow
constraints, an accumulated deficit, and has suffered recurring
losses from operations.

A copy of the Form 10-Q is available at http://is.gd/GYbk9f

Beijing, China-based Dahua Inc. was incorporated on March 8, 2002,
in the State of Delaware under the name of Norton Industries Corp.
as a blank check company for the purpose of either merging with or
acquiring an operating company with operating history and assets.
In June 2002, the Company filed a registration statement on Form
10-SB with the Securities and Exchange Commission in order to
become a Section 12(g) registered company under the Securities
Exchange Act of 1934, as amended.  The registration statement
became effective on or about Aug. 10, 2002.

At present, the Company, through its 80% owned subsidiary Beijing
Dahua Real Estate Development Ltd., engages in the business of
development, construction and sale of luxury single-family homes
in Beijing and its circumjacent areas, in China.


DECOR PRODUCTS: Reports $650,500 Net Income in March 31 Quarter
---------------------------------------------------------------
Decor Products International, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $650,483 on $5.0 million of
revenues for the three months ended March 31, 2011, compared with
net income of $806,382 on $5.3 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$38.5 million in total assets, $8.4 million in total liabilities,
and stockholders' equity of $30.1 million.

HKCMCPA Company Limited, in Hong Kong, expressed substantial doubt
about Decor Products International's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that as of Dec. 31, 2010, the Company
defaulted on the repayment of convertible notes and promissory
notes with an aggregate amount of $2.2 million ($2.0 million as of
March 31, 2011).

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

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 77.79 cents-on-
the-dollar during the week ended Friday, June 3, 2011, a drop of
0.99 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 211 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Dex Media East

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

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 87.79 cents-on-
the-dollar during the week ended Friday, June 3, 2011, a drop of
1.07 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 211 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Dex Media West LLC

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

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

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


DIVERSEY: Fitch Places 'B-' IDR on Rating Watch Positive
--------------------------------------------------------
Fitch Ratings has placed Diversey, Inc.'s and Diversey Holdings,
Inc.'s Issuer Default Ratings of 'B-' on Rating Watch Positive.

Sealed Air Corp. and Diversey Holdings announced that Sealed Air
will acquire Diversey Holdings, a manufacturer of industrial and
institutional cleaning supply with $3.1 billion revenues and
adjusted EBITDA of $453 million in fiscal 2010.

Under the terms of the agreement, Sealed Air will pay
approximately $2.1 billion in cash and approximately $0.8 billion
in stock to Diversey Holdings' shareholders, valuing the
transaction at approximately $4.3 billion including debt. Closing
is expected before year-end 2011.

The Ratings Watch Positive incorporates Fitch's expectations that
Sealed Air and Diversey combined will benefit from a sizeable
specialty chemical product portfolio with pro forma combined
revenues of $7.6 billion. Together, both entities will have a
meaningful presence in the many markets for protective packaging,
performance materials and institutional and industrial cleaning
products. Despite anticipated higher debt levels to fund the
acquisition, Fitch expects that the resulting company will have an
at least moderately stronger credit profile post closing than
Diversey currently has on a standalone basis.

Fitch also notes that Diversey's senior secured credit facilities
and senior unsecured notes as well as Diversey' Holdings senior
notes have a change of control clause, which would require Sealed
Air to either repay Diversey's and Diversey Holdings' outstanding
debt or to provide credit support.

Fitch has placed these IDRs on Rating Watch Positive:

Diversey Inc.

   -- Long-term IDR 'B-'.

Diversey Holdings Inc.

   -- Long-term IDR 'B-'.

Diversey Canada, Inc. (a co-borrower under the senior secured
credit facilities)

   -- Long-term IDR 'B-'.

Diversey Holdings II B.V. (a co-borrower under the senior secured
credit facilities)

   -- Long-term IDR 'B-'.

Fitch affirms these ratings:

Diversey Inc.

   -- Senior secured credit facilities (term loans and revolving
      credit facility) 'BB-/RR1';

   -- Senior unsecured notes 'B-/RR4'.

Diversey Holdings Inc.

   -- Holdings senior notes 'CC/RR6'.


DJSP ENTERPRISES: DAL Enters Into Forbearance Agreement with BNA
----------------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., and BA
Note Acquisition LLC entered into a Forbearance Agreement pursuant
to which BNA has agreed not to take action to enforce payment of
the principal and interest on DAL's revolving line of credit for a
period of ninety days, so long as DAL makes weekly payments to BNA
of cash held by DAL in its operating accounts in excess of agreed
upon levels, as well as providing to BNA the proceeds of any sale
not in the ordinary course of business and to which another
secured creditor does not have a prior interest.  During this
forbearance period, DAL and its subsidiary, DJS Processing, LLC,
are required to operate pursuant to an operating budget agreed
upon by the parties.  Similarly, the Forbearance Agreement
requires the Law Offices of David J. Stern, P.A., the primary
accounts receivable debtor of Processing, to operate pursuant to
an operating budget and to make weekly payments to BNA of cash
held by it in excess of agreed upon levels in payments of amounts
due to Processing.  Such payments are applied against amounts due
by DAL and Processing to BNA.  Because the Forbearance Agreement
requires all excess cash to be paid to BNA, in the event DAL,
Processing, or the Law Offices do not have sufficient cash to fund
their expenses as set forth in their approved operating budgets,
BNA may in its sole discretion make additional advances to them
under the Line of Credit to fund such expenses, thereby increasing
their respective debt obligations to BNA and Processing.  Upon the
expiration of ninety days from its effective date, or July 16,
2011, the Forbearance Agreement will automatically renew for a
further ninety days, provided that certain events have not
occurred and BNA has approved new operating budgets for the
additional ninety day period.  At May 17, 2011, the outstanding
balance of the Line of Credit was $4,957,013.  Kerry S. Propper, a
member of the Board of Directors of the Company, owns a non-
controlling interest in BNA.  An affiliate of David J. Stern, the
former Chairman, President and Chief Executive Officer of the
Company, owns a non-controlling interest in BNA.

A full-text copy of the Forbearance Agreement is available for
free at http://is.gd/eUaEEd

                      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.


EDIETS.COM INC: To Effect a 1-for-5 Reverse Stock Split
-------------------------------------------------------
eDiets.com, Inc., has filed a Certificate of Amendment to its
Certificate of Incorporation to effect a 1-for-5 reverse stock
split of its common stock that will become effective at 9:00 a.m.
Eastern Time on June 1, 2011.

The reverse stock split, which was approved by the Company's
stockholders on May 3, 2011, will reduce the number of shares of
the Company's outstanding common stock, par value $0.001 per
share, from approximately 66.1 million, following the completion
of the Company's recent rights offering, to approximately 13.2
million.  The Certificate of Amendment also reduces the number of
shares of common stock the Company is authorized to issue from 100
million to 50 million.

Shares of the Company's common stock underlying stock options and
warrants that are outstanding immediately prior to the effective
date of the reverse stock split will be adjusted proportionately.
Any fractional shares resulting from the reverse stock split will
be rounded up to the next whole share.

The reverse stock split-adjusted shares of the Company's common
stock will begin trading at the start of NASDAQ trading on June 1,
2011.  The Company's shares will continue to trade on The NASDAQ
Capital Market under the symbol "DIET," with the fifth character
"D" added to the end of the trading symbol for a period of 20
trading days to indicate the reverse stock split has occurred.
Thereafter, the Company's symbol will revert to its original
symbol "DIET."  A new CUSIP number has been assigned to the
Company's common stock as a result of the reverse stock split.

American Stock Transfer & Trust Company, LLC, the Company's
transfer agent, will be acting as the exchange agent in connection
with the reverse stock split.  Stockholders who have existing
stock certificates will receive instructions from the transfer
agent.  Stockholders who hold their shares in brokerage accounts
or "street name" are not required to take any action to effect the
exchange of their shares.

Further information regarding the reverse stock split can be
obtained by contacting American Stock Transfer & Trust Company,
LLC at (877) 248-6417 or (718) 921-8317.

The purpose of the reverse stock split is to raise the per share
trading price of the Company's common stock to better enable the
Company to maintain the listing of its common stock on The NASDAQ
Capital Market.  As previously announced, in order to maintain the
Company's listing, on or before June 28, 2011, the Company's
common stock must have a closing bid price of $1.00 or more for a
minimum of 10 consecutive trading days.  If the Company is unable
to meet this requirement, the NASDAQ Listing Qualifications Panel
will issue a final determination to delist the Company's common
stock.  There can be no assurance that the reverse stock split
will have the desired effect of raising the closing bid price of
the Company's common stock prior to June 28, 2011, to meet this
requirement.

                           About eDiets

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

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

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

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


EL PASO CORP: Moody's Changes Rating Outlook to Positive
--------------------------------------------------------
Moody's affirmed all of the ratings and changed the rating outlook
of El Paso Corporation (El Paso) and its subsidiaries to positive
based on the recent announcement of the planned spin off of its
exploration and production (E&P) business, as well as the
expectation for continuing debt reduction at the parent company
level. For El Paso, the spin off will decrease earnings volatility
and eliminate significant capital expenditure requirements that
have been associated with the E&P business.

RATINGS RATIONALE

Separately, Moody's assigned a Baa3 rating to Southern Natural Gas
Company's new $300 million senior unsecured notes. The new notes
will be used to finance pipeline expansion projects and general
corporate purposes.

"The spin off of El Paso's E&P business sets the stage for
positive rating actions as the overall debt level is addressed,"
said Stuart Miller, Moody's Senior Analyst. "After the spin off,
El Paso will become a pure play pipeline company with high quality
pipeline assets that generate stable and predictable cash flow."

The positive outlook affects these entities:

   -- El Paso Corporation (Ba3)

   -- El Paso Performance Linked Trust (Ba3)

   -- El Paso Energy Capital Trust I (B2)

   -- El Paso Pipeline Partners Operating Company (Ba1)

   -- Colorado Interstate Gas Company (Baa3)

   -- El Paso Natural Gas Company (Baa3)

   -- El Paso Tennessee Pipeline Co. (Ba3)

   -- Tennessee Gas Pipeline Company (Baa3)

   -- Southern Natural Gas Company (Baa3)

The immediate impact of the spin off is to increase leverage due
to the loss of a significant amount of EBITDA without a
corresponding reduction in debt. The plan calls for the E&P
subsidiary to raise between $2.0 to $2.25 billion of debt prior to
the spin off to fund a distribution to the parent with the
proceeds used to pay off debt. But because the E&P subsidiary has
EBITDA of over $1 billion, the net effect of the spin off is to
increase leverage (debt to EBITDA) at El Paso to a level in excess
of 5.5 times.

Despite the increase in leverage, the ratings outlook is positive
as the quality of the earnings stream from El Paso's pipelines
will be able to support higher leverage. In addition, El Paso is
expected to reduce debt in 2011 through additional drop downs of
interests in pipeline assets into El Paso Pipeline Partners. These
drop downs are expected to be financed with 50% debt and 50%
equity. Furthermore, additional debt reduction should be possible
in 2012 from internally generated cash flow as the company winds
down its $8 billion pipeline construction and expansion program.
The combination of the spin off and the plans to reduce debt at El
Paso are the main drivers to the change in the outlook.

In conjunction with the spin off announcement, El Paso announced
its intention to increase its common dividend in 2012 from $0.04
to $0.60, an increase of over $400 million annually. This use of
cash will be incorporated into any future rating action.

Our rating analysis will also take into account the structural
subordination caused by multiple debt issuers within the El Paso
family of companies. At the parent level, debt is structurally
subordinated to significant amounts of debt at El Paso Pipeline
Partners, as well as at the individual pipeline companies --
Tennessee Gas Pipeline, El Paso Natural Gas, and Colorado
Interstate Gas Company. This structural subordination contributes
to El Paso's current Ba3 Corporate Family Rating (CFR) which in
turn has been a limiting factor in the ratings for El Paso
Pipeline Partners and El Paso's pipeline companies. Therefore, any
improvement in El Paso's CFR could lead to improved ratings for
all of these entities, especially the pipeline companies which
have strong investment grade characteristics.

In summary, the positive outlook reflects the prospect for a less
risky business profile for El Paso resulting from the spin off of
the E&P business, as well as Moody's expectations for debt
reduction as future drop downs are financed with 50% equity.
Future rating actions will consider Moody's expectations for the
timing and the size of new drop downs, changes in structural
subordination, and the amount of free cash flow expected to be
generated post-spin off after taking into account the planned
increase in El Paso's dividend in 2012.

El Paso Corporation is headquartered in Houston, Texas. The
company owns a large portfolio of interstate natural gas pipelines
in the U.S. as well as a medium-sized oil & gas exploration and
production company.

If EPB finances future drop downs with 50% equity and 50% debt,
parent level debt should begin to decline which could lead to
positive rating actions. To date in 2011, EPB has issued $925
million of equity to finance investments including asset drop
downs from El Paso. Future rating actions will consider Moody's
expectations for the timing and the size of new drop downs,
changes in structural subordination, and the amount of free cash
flow expected to be generated post-spin off after taking into
account the increase in the dividend payout.

The principal methodology used in rating El Paso Corporation was
the Natural Gas Pipeline Industry Methodology published December
2009. Other methodologies used include Independent Exploration and
Production (E&P) Industry published December 2008.


ELGIN ENTERPRISES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Elgin Enterprises, Inc.
        dba Arby's of Alpena
        909 S. 4th Ave.
        Alpena, MI 49707

Bankruptcy Case No.: 11-21967

Chapter 11 Petition Date: May 31, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Rozanne M. Giunta, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  916 Washington Ave., Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989) 894-2232
                  E-mail: rmgiunta@lambertleser.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-21967.pdf

The petition was signed by Gary J. Dodd, president.


ENIVA USA: Wants to Purchase Contract for Deed of Real Property
---------------------------------------------------------------
Eniva USA, asks the U.S. Bankruptcy Court for the District of
Minnesota for authorization to:

   -- incur debt outside the ordinary course of business secured
      by liens in the real property; and

   -- enter into a purchase agreement with Andrew P. Kociscak
      providing for the purchase by contract for deed of the
      land and building located at 2700 Campus Drive, Plymouth,
      Minnesota.

The Debtor relates that the real property is subject to two
mortgages in favor of Wells Fargo N.A.  Per the terms of the
mortgages seller cannot sell the real property without the
consent of Wells Fargo.  As of the date of the motion, Wells Fargo
had not consented to sale of the real property to the Debtor.

In summary, the purchase agreement provides:

   1) the Debtor will purchase the real property by the contract
      for deed;

   2) the purchase price is $2,480,000;

   3) the monthly contract payment is $17,638 through April, 1,
      2012, $19,030 from May 1, 2012 through April 1, 2013 and
      $20,418 from May 1, 2013 through April 1, 2014 at which time
      the balance of the purchase price is payable;

   4) the annual interest rate is 6% for the first year, 7% for
      the second year and 8% for the final year;

   5) the Debtor is responsible for payment of utilities, real
      estate taxes and assessments and all building improvements;

   6) seller will assign to the Debtor all rights, as landlord,
      under two leases by which two tenants occupy portions of the
      real property; and that

   7) the Debtor will fund building improvements subject to the
      terms of the purchase agreement, contract for deed and the
      escrow agreement incorporated and made a part of the
      purchase agreement.

The purchase agreement allows for the Debtor to improve the real
property to meet the Debtor's office, retail and manufacturing
needs.  The purchase agreement is subject to seller approval of
the buyer improvements.

Pending confirmation of a plan of reorganization, parent company,
Wellspring International, Inc., through equity contributions to
the Debtor, will fund 100% of the buyer improvements and
additional improvements.  Wellspring has or will, in advance of a
closing under the purchase agreement, make sufficient equity
contributions to the Debtor to satisfy the construction escrow
requirements for the initial improvements.

                          About Eniva USA

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

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.  GuideSource as financial
consultant.The Debtor estimated its assets and
debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases


ENIVA USA: Selling Packaging Equipment to Kapra Cosmetics
---------------------------------------------------------
Eniva USA, asks the U.S. Bankruptcy Court for the District of
Minnesota to sell Winpak Model W-12, 3 Axis Servo Pouch Machine,
Serial Number 12622 to Kapra Cosmetics, Inc., for $46,750 cash
payable upon delivery.

The equipment is a piece of product packaging equipment formerly
used to package liquid nutritional supplements manufactured by the
Debtor.

The Debtor related that the sale is in connection with its
relocation to a smaller facility.

The Debtor will turn over the cash proceeds of sale to lender Home
Federal Savings Bank for immediate application to and in partial
satisfaction of the indebtedness owing lender.  The attachment of
the lender's security interest to the proceeds adequately protects
the lender's interest in the equipment.

                          About Eniva USA

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

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.  GuideSource as financial
consultant.The Debtor estimated its assets and
debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases


FIRST COMMUNITY BANK: Receives $10 Million in Cash After Merger
---------------------------------------------------------------
On Feb. 10, 2011, First Community Bank Corporation of America and
First Community Bank of America entered into an Acquisition
Agreement with CBM Florida Holding Company and Community Bank &
Company, under which the Bank would be merged with and into
Community Bank & Company, and FCBCA would transfer to CBM Holdings
all of the shares of FCBCA's wholly-owned subsidiary, First
Community Lender Services, Inc.

On May 31, 2011, the Bank was merged with and into Community Bank
& Company, and FCBCA transferred to CBM Holdings all of the shares
of First Community Lender Services, Inc.  FCBCA received $10
million in cash at closing.

On April 11, 2011, the Board of Directors of First Community Bank
Corporation of America determined that, if the transactions with
CBM Holdings were consummated, that promptly after such
consummation FCBCA should effect a termination of the registration
of its common stock under Sections 12(b) and 12(g) of the
Securities Exchange Act of 1934, as amended, causing its reporting
obligations under Section 13 of the Exchange Act to be terminated,
by filing with the Securities and Exchange Commission a Form 25 on
June 13, 2011, and then, on June 23, 2011, a Form 15.

The Board of Directors has approved this action as a cost
reduction measure.  Suspending and, ultimately, terminating
FCBCA's SEC reporting obligations will allow it to reduce the
substantial legal, accounting and other expenses associated with
reporting compliance and make those savings available for
distribution to its shareholders.  Following the merger of the
Bank with CB&C and the sale of First Community Lender Services
Inc. to CBM Holdings, FCBCA has no business operations.  It holds
only cash assets, which are anticipated to be distributed in
December 2011 pursuant to the Plan of Complete Liquidation and
Dissolution approved by the shareholders at the special meeting of
shareholders held on April 11, 2011, provided that no claims are
made against FCBCA prior to such date, and no contingent
liabilities are identified by the Board for which it must reserve
a portion of the cash assets.

FCBCA is eligible to suspend its reporting obligations and
deregister its common stock because it has fewer than 300 record
holders of its common stock.  Immediately upon the filing of the
Form 15, certain reporting obligations of FCBCA, such as its
obligation to file Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, will immediately be
suspended.  For a period of 90 days after the filing of the Form
15, FCBCA will still be subject to proxy rules, Section 16
reporting obligations, and certain provisions of the Williams Act.
Following the suspension of its reporting obligations, FCBCA does
not intend to provide any financial information to allow for
public trading of FCBCA securities, and it is anticipated that the
trading market for FCBCA stock will be substantially impacted when
the current financial information about FCBCA becomes stale.  This
will likely result in a less liquid market for FCBCA shares.

As previously disclosed, on March 11, 2011, FCBCA entered into a
definitive Securities Purchase Agreement with the United States
Department of the Treasury relating to the repurchase by FCBCA of
(i) the 10,685 shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, of FCBCA and (ii) a Warrant to purchase 228,312
shares of FCBCA common stock, which were issued by FCBCA to the
Treasury on Dec. 23, 2008.  The repurchase closed on May 31, 2011,
with the aggregate purchase price for the Shares and the Warrant
being $7,754,267.

                     About First Community Bank

Pinellas Park, Fla.-based First Community Bank Corporation of
America owns all of the outstanding common stock of First
Community Bank of America and First Community Lender Services,
Inc. ("FCLS").  The Company's primary business activity is the
operation of the Bank.  The Bank is a federally-chartered stock
savings bank providing a variety of banking services to small and
middle market businesses and individuals through its four banking
offices located in Pinellas County, two banking offices in Pasco
County, three banking offices located in Charlotte County, and two
offices located in Hillsborough County, Florida.  FCLS had minimal
activity during the three months ended March 31, 2011, and 2010.

The Company's balance sheet at March 31, 2011, showed
$452.31 million in total assets, $426.72 million in total
liabilities, and stockholders' equity of $25.59 million.

On Feb. 10, 2011, the Company and First Community Bank of America
entered into an Acquisition Agreement with CBM Florida Holding
Company and Community Bank & Company, under which the Bank will be
merged with and into Community Bank & Company, and the Company
will transfer to CBM Holdings all of the shares of First Community
Lender Services, Inc.  Under the terms of the Acquisition
Agreement, the Company will receive $10 million in cash at
closing.

The Company's Board of Directors, in connection with entering into
the Acquisition Agreement, approved a plan of complete liquidation
and dissolution for the holding company.  The Plan was approved by
the holders of a majority of the outstanding shares of common
stock of the Company at a special shareholders meeting held for
April 11, 2011.  Final regulatory approvals were received on
May 10, 2011.  It is presently anticipated the transactions will
be consummated on May 31, 2011.  Following the consummation of the
transactions, the Company will be required to wind up of all of
its business and distribute thereafter to its common stockholders
all of its remaining cash, such distributions will take place
towards the end of 2011.

As reported in the TCR on April 6, 2011, Hacker, Johnson & Smith
PA, in Tampa, Fla., expressed substantial doubt about First
Community Bank Corporation of America's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's recent and
continuing increases in non-performing assets, increases in
provisions for loan losses, declining net interest margin,
continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.


FIRST COMMUNITY BANK: Cancels Registration of Unsold Securities
---------------------------------------------------------------
First Community Bank Corporation of America filed with the U.S.
Securities and Exchange Commission Post-Effective Amendment No. 1
relating to the Company's Registration Statements on Form S-8
relating to securities offered under the:

   (a) Second Amended and Restated Non-Employee Director Stock
       Option Plan;

   (b) First Amended and Restated Long-Term Incentive Plan; and

   (c) 2005 Stock Plan.

The Non Employee Director Stock Option Plan terminated pursuant to
the Plan in May 2009, and the 103,358 outstanding options granted
under the Plan expired unexercised on Jan. 1, 2010.

The Board of Directors of FCBCA approved and adopted a Plan of
Complete Liquidation and Dissolution on Feb. 10, 2011, which Plan
was approved by the shareholders on April 11, 2011.  Pursuant to
such Plan, on May 31, 2011, FCBCA completed the sale of all of its
assets for cash and on June 1, 2011, it filed Articles of
Dissolution with the Florida Department of State.  FCBCA will
conduct no further business, and will make liquidating
distributions to its shareholders when all liabilities and claims
have been determined and paid.  No further awards will be made
under the First Amended and Restated Long-Term Incentive Plan All
outstanding stock options granted under the Plan are worthless, as
the exercise price is significantly in excess of any possible
liquidating distributions that may be made.

The 2005 Stock Plan was terminated by the Board of Directors and
the options covering 220,500 shares were cancelled effective
Feb. 17, 2009, due to erratic market conditions, the conditions of
the national, state and local economies and out of a desire to
evaluate and consider compensation plan options more appropriate
to the current economy and regulatory environment.

In accordance with an undertaking made by FCBCA in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any securities of FCBCA which remain
unsold at the termination of the offering, FCBCA removes from
registration all securities registered under the Registration
Statement which remained unsold.

                     About First Community Bank

Pinellas Park, Fla.-based First Community Bank Corporation of
America owns all of the outstanding common stock of First
Community Bank of America and First Community Lender Services,
Inc. ("FCLS").  The Company's primary business activity is the
operation of the Bank.  The Bank is a federally-chartered stock
savings bank providing a variety of banking services to small and
middle market businesses and individuals through its four banking
offices located in Pinellas County, two banking offices in Pasco
County, three banking offices located in Charlotte County, and two
offices located in Hillsborough County, Florida.  FCLS had minimal
activity during the three months ended March 31, 2011, and 2010.

The Company's balance sheet at March 31, 2011, showed
$452.31 million in total assets, $426.72 million in total
liabilities, and stockholders' equity of $25.59 million.

On Feb. 10, 2011, the Company and First Community Bank of America
entered into an Acquisition Agreement with CBM Florida Holding
Company and Community Bank & Company, under which the Bank will be
merged with and into Community Bank & Company, and the Company
will transfer to CBM Holdings all of the shares of First Community
Lender Services, Inc.  Under the terms of the Acquisition
Agreement, the Company will receive $10 million in cash at
closing.

The Company's Board of Directors, in connection with entering into
the Acquisition Agreement, approved a plan of complete liquidation
and dissolution for the holding company.  The Plan was approved by
the holders of a majority of the outstanding shares of common
stock of the Company at a special shareholders meeting held for
April 11, 2011.  Final regulatory approvals were received on
May 10, 2011.  It is presently anticipated the transactions will
be consummated on May 31, 2011.  Following the consummation of the
transactions, the Company will be required to wind up of all of
its business and distribute thereafter to its common stockholders
all of its remaining cash, such distributions will take place
towards the end of 2011.

As reported in the TCR on April 6, 2011, Hacker, Johnson & Smith
PA, in Tampa, Fla., expressed substantial doubt about First
Community Bank Corporation of America's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's recent and
continuing increases in non-performing assets, increases in
provisions for loan losses, declining net interest margin,
continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.


FIRST UNITED ETHANOL: Posts $4.6MM Net Loss Qtr. Ended March 31
---------------------------------------------------------------
First United Ethanol, LLC, filed its quarterly report on Form
10-Q, reporting a net loss $4.6 million on $73.1 million of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.7 million on $51.0 million of revenues for the
corresponding period of the prior fiscal year.

During the fiscal quarter ended March 31, 2011, total revenue
increased significantly compared to the fiscal quarter ended
March 31, 2010.  Management attributes this increase in total
revenue primarily with a significant increase in the average price
the Company received per gallon of ethanol sold during the fiscal
quarter ending March 31, 2011.

The Company incurred $886,000 in reorganization expense associated
with SWGE's bankruptcy case for the six-month period ended
March 31, 2011.  This expense consists primarily of professional
fees.

The net loss for the six months ended March 31, 2011, was
$9.7 million, compared with net income of $5.3 million for the six
months ended March 31, 2010.  Revenues were $145.0 million for the
six months ended March 31, 2011, compared to revenues of
$108.5 million for the prior period.

Revenues were higher for the first half of fiscal year 2011
compared to the same period of 2010 primarily as a result of the
increase in the Company's ethanol production and an increase in
the sales price of the Company's ethanol.

The Company's balance sheet at March 31, 2011, showed
$170.6 million in total assets, $147.7 million in total
liabilities, and members' equity of $22.9 million.

                    About First United Ethanol

Pelham, Ga.-based First United Ethanol, LLC
-- http://www.firstunitedethanol.com/-- was formed as a Georgia
limited liability company on March 9, 2005, for the purpose of
raising capital to develop, construct, own and operate a
100 million gallon per year ethanol plant near Camilla, Georgia.
In November 2007, the Company's wholly owned subsidiary, Southwest
Georgia Ethanol, LLC ("SWGE") was formed in conjunction with the
debt financing agreement with WestLB AG, New York Branch.  First
United Ethanol, LLC, transferred the majority of its assets and
liabilities to Southwest Georgia Ethanol, LLC.  The Company
completed construction of its ethanol plant in October 2008 and
plant operations commenced on Oct. 10, 2008.

During the first quarter of the fiscal year ending Sept. 30, 2011,
the Company continued to suffer losses from operations thus
continuing liquidity restraints due to limits on its working
capital line which was up for renewal in February 2011.  Faced
with these constraints, on Feb. 1, 2011, SWGE, the wholly owned
subsidiary, filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court, Middle
District of Georgia, Albany Division.  The Chapter 11 Case Number
is 11-10145.  First United Ethanol has not filed for Chapter 11
bankruptcy protection.  As of Feb. 1, 2011, SWGE's outstanding
obligations to the Lenders were approximately $108 million.

For the duration of the SWGE's bankruptcy case, the Company's
operations and its ability to execute its business strategy will
be subject to the risks and uncertainties associated with the
bankruptcy.


FKF MADISON: Wants Plan Filing Exclusivity Until Sept. 30
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FKF Madison Park Group Owner, LLC, selected the
sponsor for a reorganization and is pursuing a second extension of
the exclusive right to propose a Chapter 11 plan.  If the
bankruptcy judge in Delaware goes along, the new deadline will be
Sept. 30.  The owner held an auction in April to determine who
would make the best offer to sponsor a plan.  Since then, there
have been discussions with the secured lender and the creditors'
committee on the plan itself.  There could be a "meaningful"
distribution to unsecured creditors, according to court papers.

                       About FKF Madison

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.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FLETCHER GRANITE: Seeks Approval of Add'l Work for Yoshida
----------------------------------------------------------
FGC Liquidation, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts of an order authorizing
the continued retention of Yoshida & Sokolski, P.C. as tax return
preparer.

YSPC's employment to prepare the Debtors' 2008 and 2009 tax
returns was authorized by this court on Oct. 25, 2010.  The
Debtors now seek authorization for YSPC to prepare the Debtors'
2010 tax returns and to perform ancillary tasks related thereto
for a flat fee of $5,500.

                   About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for
buildings, bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FONAR CORP: Red Oak Discloses 8.03% Equity Stake
------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Red Oak Partners, LLC, and its affiliates disclosed
that they beneficially own 442,487 shares of common stock of Fonar
Corporation representing 8.03% of the shares outstanding.  A full-
text copy of the filing is available for free at:

                        http://is.gd/8kSEqg

                            About FONAR

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

The Company's balance sheet at March 31, 2011, showed
$26.35 million in total assets, $27.13 million in total
liabilities, and a $781,000 total stockholders' deficiency.

                    Liquidity and Going Concern

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

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


FORESTAR GROUP: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Forestar Group Inc. "At the same time, we
assigned a 'B+' rating (with a '2' recovery rating) to the
proposed $150 million senior secured notes from Forestar's
subsidiary, Forestar (USA) Real Estate Group Inc., that Forestar
guarantees. We also assigned a 'B' rating (with a '4' recovery
rating) to Forestar's proposed $100 million senior unsecured
convertible notes," S&P said.

"Our rating on Forestar reflects a weak business position. This
includes the challenges we believe the company faces as a
relatively narrowly-focused, transaction-dependent land
development company, albeit one with an asset-rich balance sheet,"
said credit analyst Scott Sprinzen. "High debt levels contribute
to our aggressive financial risk assessment, though we expect
liquidity will be adequate to meet debt service costs and other
near-term cash requirements."

                               Outlook

"The stable outlook reflects our current view that it is
relatively unlikely we will upgrade Forestar within the next year
given our expectation that the company's real estate business will
remain under pressure due to stagnant homebuilding activity
industry-wide. As such, Forestar will likely continue to be
aggressively leveraged with debt/EBITDA that we expect will be in
the range of 5x-6x in full-year 2011. Longer term, we could
upgraded Forestar if for the company can successfully execute its
plan to expand its presence in multifamily housing and, thereby,
grow and diversify its earnings base. On the other hand, pro forma
for the proposed debt issues, Forestar will have considerable
liquidity relative to near-term cash requirements, which affords
a measure of downside protection, even if weak homebuilding market
conditions persist," S&P elaborated.


FULL CIRCLE: Taps Heritage for CRO & Investment Banking Services
----------------------------------------------------------------
Full Circle Dairy, LLC, pursuant to 11 U.S.C. Sec. 327 and
F.R.B.P. Rule 2014, seeks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to employ of Matt Laffey
as chief restructuring officer.  The Debtor also seeks to retain
Mr. Laffey and his firm, Heritage Capital Group, Inc., as its
investment banker.

Mr. Laffey's engagement agreement has two components.  First, a
flat monthly fee for his work, which is essentially full time, of
$10,000 for the first month, $8,500 for the second month, and a
flat rate of $7,000 for each month thereafter.  In addition, to
the extent that Mr. Laffey and Heritage are successful in
obtaining new financing for the debtor (other than from SunTrust
Bank, the existing senior secured lender), they will receive (a) a
cash Success Fee of 3.0% of the gross Financing Transaction raised
under this Agreement for any Financing raised by Heritage while
the Debtor is under the protection of the Bankruptcy Court, or (b)
a cash Success Fee of 2.5% of the gross Financing Transaction
raised under this Agreement for any Financing raised by Heritage
within 6 months after the emergence from bankruptcy process, or
(c) a cash Success Fee of 2.0% of the gross Financing Transaction
raised under this Agreement for any Financing raised by Heritage
after 6 months and up to 12 months after the emergence from
bankruptcy process.

                      About Full Circle Dairy

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.


GATEHOUSE MEDIA: Bank Debt Trades at 63% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 37.35 cents-
on-the-dollar during the week ended Friday, June 3, 2011, a drop
of 0.65 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 27, 2014, and
carries Moody's Ca rating and Standard & Poor's CCC- rating.  The
loan is one of the biggest gainers and losers among 211 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $26.64 million on
$558.58 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed
$546.32 million in total assets, $1.33 billion in total
liabilities, and a $792.12 million stockholders' deficit.


GEORGIA GULF: Moody's Raises CFR to 'Ba3'; Outlook Stable
---------------------------------------------------------
Moody's raised the Corporate Family Rating (CFR) of Georgia Gulf
Corporation (GGC) to Ba3 from B1 due to its continued improvement
in performance through the first quarter of 2011 and the
expectation that it will be able to improve earnings and cash flow
significantly in 2011. The outlook is stable.

Moody's also raised the rating on the company's senior secured
second lien notes to B1 from B2 and its subordinated notes to B2
from B3.

"Georgia Gulf's profitability has been well above our prior
projections and is expected to remain robust given the high global
prices and advantaged energy cost in the U.S.," stated John Rogers
Senior Vice President at Moody's, "this level of performance
appears to be sustainable over the next few years."

RATINGS RATIONALE

Georgia Gulf's Ba3 rating reflects the expectation of an improved
financial profile in 2011, with EBITDA rising to about $300
million and leverage declining below 3x by year end. LTM March 31,
2011 metrics are well above Moody's prior estimates with
Debt/EBITDA below 3.4x and Retained Cash Flow/Debt of 23%. The
company has, and will continue, to benefit from a sustained
improvement in the cost position of U.S. PVC producers due to low
priced natural gas and robust demand in many international
markets. This should allow the company to maintain healthy margins
and keep production near capacity over the next several years. The
improvement in the export market for PVC provides a stark contrast
to domestic demand, which remains depressed relative to levels
experienced prior to the financial crisis. It is expected to take
several years for the domestic demand to return to prior levels.
Likewise, the earnings of GGC's Building Products segment are
expected to remain depressed over the next few years.

GGC's metrics above reflect the restatements of prior financial
performance in late 2010. While GGC's restatements were material,
the impact on its key credit metrics, except for Debt/Book
Capitalization, was not. GGC has identified material weakness in
its internal controls and is taking additional steps to address
this issue.

GGC's stable outlook reflects Moody's assumption that EBITDA
remains near $300 million in 2011 and that financial metrics
improve commensurately. To the extent that GGC can maintain EBITDA
in the $300 million range and successfully address the material
weakness in its financial controls, Moody's could assess the
appropriateness of a higher rating.

Ratings upgraded:

   Georgia Gulf Corporation

   -- Corporate Family Rating to Ba3 from B1

   -- Probability of Default Rating to Ba3 from B1

   -- Senior secured notes to B1 (LGD4, 63%) from B2 (LGD4, 63%)

   -- Senior subordinated notes to B2 (LGD6, 95%) from B3 (LGD6,
      95%)

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

Georgia Gulf Corporation (GGC), headquartered in Atlanta, Georgia,
is a producer of commodity chemicals including chlorovinyls
(chlorine, caustic soda, vinyl chloride monomer, polyvinyl
chloride resins and vinyl compounds), PVC fabricated products
(pipe, siding, window profiles, moldings, etc.), and aromatics
(cumene, phenol and acetone). The company generated revenues of
$3.0 billion for the LTM ending March 31, 2011.


GEREN L WILLIAMS: Plan Due June 30 Under U.S. Trustee Accord
------------------------------------------------------------
Geren L. Williams and W. Clarkson McDow, Jr., the United States
Trustee for Region 4, entered into a stipulation rsolving the U.S.
Trustee's motion to convert the Debtor's case, or in the
alternative, to dismiss the case.  Bankruptcy Judge Paul Mannes
approved the Stipulation dated June 1, 2011.  The parties agree
that:

     1. On or before June 1, 2011, the Debtor shall pay any unpaid
quarterly fees

     2. In the event that the Debtor shall not pay any and all
unpaid quarterly fees by June 1, 2011, the United States Trustee
may file an Affidavit of Default with the Court, and the case
shall be converted to one under Chapter 7 of the Bankruptcy Code
forthwith.

     3. On or before June 30, 2011, the Debtor shall file a
confirmable plan and adequate disclosure statement in this case
pursuant to 11 U.S.C. Sections 1121 and 1125.

     4. In the event the Debtor fails to file a confirmable plan
and an adequate disclosure statement in this case by June 30,
2011, or by a date agreed upon by both parties, the United States
Trustee may file an Affidavit of Default with the Court, and the
case shall be converted to one under Chapter 7 of the Bankruptcy
Code forthwith.

     5. Beginning on June 20, 2011 and continuing on the 20th of
each month thereafter, the Debtor shall timely file its monthly
operating reports as required by the United States Trustee
District of Maryland Chapter 11 Guidelines that were issued to the
Debtor upon the filing of this proceeding.

     6. In the event the Debtor fails to file its monthly
operating reports, the United States Trustee may file an Affidavit
of Default with the Court. If the United States Trustee files an
Affidavit of Default, the Debtor will have 10 days from the date
the Affidavit of Default is filed to respond. If no response is
filed by the Debtor, then the case shall be converted to one under
Chapter 7 of the Bankruptcy Code forthwith. If the Debtor files a
timely response, the Court will determine whether the case can
proceed in Chapter 11 or be converted to Chapter 7 or dismissed.

     7. The Debtor shall make all required post-petition quarterly
fee payments to the Office of the United States Trustee as
required by the United States Trustee District of Maryland Chapter
11 Guidelines that were issued to the Debtor upon the filing of
this proceeding.

     8. In the event the Debtor fails to make all required post-
petition quarterly fee payments to the Office of the United States
Trustee as required under Paragraph 7 of this Stipulation and
Consent Order, the United States Trustee may file an Affidavit of
Default with the Court, and the case shall be converted to one
under Chapter 7 of the Bankruptcy Code forthwith.

A copy of the Stipulation and Consent is available at
http://is.gd/1yOVfzfrom Leagle.com.

Geren L. Williams filed a Chapter 11 petition (Bankr. D. Md. Case
No. 10-29365) last year.  He is represented by:

          Brett Weiss, Esq.
          CHUNG & PRESS, LLC
          6404 Ivy Lane, Suite 408
          Greenbelt, MD 20770
          Tel: 301-924-4400
          E-mail: brett@bankruptcylawmaryland.com


GRAY TELEVISION: Eleven Directors Elected at Annual Meeting
-----------------------------------------------------------
Gray Television, Inc.'s annual meeting of shareholders was held on
June 1, 2011.  At the Annual Meeting, Stockholders elected 11
directors:

   (1) Richard L. Boger
   (2) Ray M. Deaver
   (3) T. L. Elder
   (4) Hilton H. Howell, Jr.
   (5) William E. Mayher, III
   (6) Zell B. Miller
   (7) Howell W. Newton
   (8) Hugh E. Norton
   (9) Robert S. Prather, Jr.
  (10) Harriett J. Robinson
  (11) J. Mack Robinson

Stockholders approved of a non-binding advisory resolution
relating to compensation of the Company's named executive
officers.  Stockholders approved a proposal to hold an advisory
vote on named executive officer compensation every three years.
Stockholders also ratified the appointment of McGladrey & Pullen,
LLP, as the Company's independent registered public accounting
firm for 2011.

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at March 31, 2011, showed
$1.23 billion in total assets, $1.07 billion in total liabilities,
$37.30 million in preferred stock and $124.58 million in total
stockholders' equity.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GREENBRIER COS: Executives Granted 251,000 Shares of Stock
----------------------------------------------------------
Effective May 25, 2011, the Compensation Committee approved the
grant of an aggregate of 251,000 shares of The Greenbrier
Companies, Inc.'s common stock to executive officers and certain
other employees of the Company as restricted stock awards under
the Company's 2010 Amended and Restated Stock Incentive Plan,
including awards to these executives officers:

     Name                    Shares Granted
     ----                    --------------
     William A. Furman           30,000
     Alejandro Centurion         12,000
     William G. Glenn            10,000
     Mark J. Rittenbaum          16,000
     Timothy A. Stuckey          10,000

Half of each individual restricted stock award has time-based
vesting and half has performance-based vesting.

Time-based shares will vest in equal annual installments over a
three-year period beginning on the first anniversary following the
date of the grant.

Performance-based shares will vest, in whole or in part,
contingent upon achievement of the Company's goals relating to
adjusted EBITDA and working capital during the applicable
measurement periods.  The performance goals are weighted, with
vesting of 70% of the performance-based shares being dependent
upon performance against the adjusted EBITDA criteria, measured
during the period March 1, 2011 -- Aug. 31, 2013, and vesting of
30% of the performance-based shares being dependent upon
performance against the working capital goal, measured during
fiscal 2013.  Vesting of shares related to each performance goal
will be considered independently.  Threshold, target and stretch
performance levels are established for each of the adjusted EBITDA
and working capital goals.  If the Company achieves the threshold
level of performance on a goal (which is 90% of the target level
goal), then 50% of the performance-based shares tied to that goal
will vest.  If the Company achieves the target level of
performance on a goal, 100% of the performance-based shares tied
to that goal will vest.  Stretch goals also have been established
at 125% of the adjusted EBITDA and working capital goals.  If the
Company achieves a stretch goal, then as soon as administratively
practicable following the end of the relevant performance period,
the Company will grant an additional stock award to each
participant in a number of shares equal to 100% of the number of
performance-based shares awarded to the participant on May 25,
2011, with respect to such goal, which additional shares will be
fully vested when issued.  Restricted stock vesting will be
interpolated for performance between threshold and target, and any
award of additional shares will be interpolated for performance
between target and stretch goals.

            Restoration of Salaries and Salary Increases

As previously reported on Forms 8-K filed on Feb. 11, 2009, and
Nov. 16, 2010, on March 1, 2009, the Company implemented salary
reductions ranging from 7.5% to 12.5% of annual base compensation
for its executive officers, depending on their annual compensation
range, and a 50% reduction in the annual base compensation of the
Company's Chief Executive Officer, William A. Furman, in response
to economic conditions then existing.  Effective Dec. 1, 2010, the
Company partially restored the salary reductions, restoring 50% of
the reductions for its executive officers other than Mr. Furman,
and restoring 3.5% of Mr. Furman's annual base compensation.  Also
effective Dec. 1, 2010, Alejandro Centurion and certain other
executive officers received salary increases beyond the partial
restoration of annual base compensation.

On May 25, 2011, the Compensation Committee approved the full
restoration of annual base compensation for all executive
officers, effective July 1, 2011, and subject to the Company
achieving profitability in the third fiscal quarter of 2011 and an
outlook of sustained profitability, including the full restoration
of Mr. Furman's annual base compensation to $750,000.  The
Compensation Committee also approved certain market-based annual
base salary increases to executive officers other than Mr. Furman,
effective July 1, 2011 and subject to achieving profitability as
described above, including an increase in Mr. Glenn's base salary
to $275,000, an increase in Mr. Rittenbaum's base salary to
$375,000; and an increase Mr. Stuckey's base salary to $275,000.
The Committee authorized and directed the Company to prepare and
execute amendments to the employment agreements between the
Company and each of Messrs. Furman, Rittenbaum and Stuckey to
reflect such salary increases.

The Company intends to fully restore base salaries for all
employees to levels in place prior to the reductions made
effective March 1, 2009, effective July 1, 2011, and subject to
achieving profitability as described above.

                           Bonus Program

On May 25, 2011, the Compensation Committee also adopted and
approved a performance-based bonus program, pursuant to which
certain of the Company's employees may earn formula-based bonuses
based on the Company's performance measured against its adjusted
EBITDA and working capital goals, and achievement of individual
performance goals.  The bonus program will be implemented for the
2011 fiscal year, measuring performance from March 1, 2011,
through Aug. 31, 2011.  A total available bonus pool for fiscal
year 2011 will be established that consists of two components: An
EBITDA pool and a working capital pool.  If a specified threshold
level of adjusted EBITDA performance is achieved, the size of the
EBITDA pool can range from 1.5% up to 4.0% of total adjusted
EBITDA, depending upon the Company's performance against the
adjusted EBITDA goals.  If a specified threshold level of
performance of the working capital goal is achieved, the working
capital pool can range from $600,000 to $1.3 million, depending
upon the Company's performance against the working capital goal.
If adjusted EBITDA is less than the specified threshold level of
performance, there will be no EBITDA pool or working capital pool,
but a default bonus pool of between $750,000 to $1 million will be
established to reward outstanding individual performance against
specific goals and as a retention incentive.  The amount of bonus
awards from such default bonus pool would be determined in the
discretion of William A. Furman, the Company's President and Chief
Executive Officer, provided that any awards to be made to
executive officers of the Company would be subject to approval by
the Compensation Committee.

The actual payout of the available bonus pool is tied to
individual performance against specific goals.  As part of the
bonus program, the Compensation Committee adopted and approved
individual performance goals and maximum bonus amounts, as a
percentage of the base salary, for each of the Company's executive
officers, including its named executive officers.  The maximum
bonus Mr. Furman can earn under the bonus program, based on
achievement of all stretch goals for the Company and 100% of
individual goals, is equal to 60% of his base salary; the maximum
bonus Mr. Centurion can earn is equal to 35% of his base salary;
the maximum bonus Mr. Glenn can earn is equal to 45% of his base
salary; the maximum bonus Mr. Rittenbaum can earn is equal to 45%
of his base salary; and the maximum bonus Mr. Stuckey can earn is
equal to 30% of his base salary.  Mr. Furman's individual goals
relate to leasing operations, corporate efficiency, staffing and
succession planning.  Mr. Centurion's individual goals relate to
the Company's overall North American manufacturing operations, the
successful production line start-up or capacity expansion of
certain of those operations, and safety and quality matters.  Mr.
Glenn's individual goals relate to financing for leasing
operations, product development, railcar orders and other new
customer contracts.  Mr. Rittenbaum's individual goals relate to
certain financings, corporate efficiencies, financial planning,
compensation plans, staffing and succession planning.  Mr.
Stuckey's individual goals relate to Greenbrier Rail Services
operations, safety, succession planning, and new customer
contracts.

The Company and individual performance goals established for the
bonus program for Mr. Furman replace the performance-based bonus
program set forth in his current employment agreement with the
Company.  The Compensation Committee approved in principle the
amendment of Mr. Furman's Employment Agreement to reflect that
change.

On May 25, 2011, the Compensation Committee approved an amendment
to the Company's Nonqualified Deferred Compensation Plan to permit
participants in the Plan to elect to defer receipt of restricted
stock and other stock-based awards made pursuant to the Company's
2010 Amended and Restated Stock Incentive Plan.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet at Feb. 28, 2011, showed
$1.19 billion in total assets, $827.88 million in total
liabilities, and $363.16 million in total equity.

                           *     *     *

As reported by the TCR on April 5, 2011, Moody's Investors Service
upgraded the ratings for The Greenbrier Companies Inc. Corporate
Family Rating to 'B3' from 'Caa1'.  The upgrade of the CFR
reflects Moody's expectations that Greenbrier's earnings, revenues
and financial performance will improve over the next 12 to 18
months as a result of growing demand for rail cars.  Greenbrier is
well position to benefit from improving industry conditions in the
rail car manufacturing and leasing businesses, where continued
growth in overall railroad freight volume will likely result in
robust demand growth for new railcars.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENWICH SENTRY: Proposes Bifferato as Delaware Counsel
--------------------------------------------------------
Greenwich Sentry, L.P. and Greenwich Sentry Partners L.P. seek
permission from the U.S. Bankruptcy Court of Southern District of
New York to employ Bifferato LLC as counsel.

The firm can be reached at:

         Ian Connor Bifferato, Esq.
         Thomas F. Driscol III, Esq.
         BIFFERATO LLC
         800 N King Street, Plaza Level
         Wilmington, DE 19801
         Tel: (302) 225-7600

Bifferato LLC will charge the Debtors' estates in accordance with
its customary hourly rates.  The firm's hourly rates are:

      Personnel                     Hourly Rate
      ---------                     ----------
      Directors                     $425 to $675
      Associates                    $270 to $385
      Paralegals                    $170 to $210

                    About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection on Nov. 19, 2010 (Bankr. S.D.N.Y. Case No. 10-16229)
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
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 $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 $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.

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


GUIDED THERAPEUTICS: William Zachary Won't Stand for Reelection
---------------------------------------------------------------
William Zachary, the Chairman of Guided Therapeutics, Inc.'s board
of directors, informed the Company that he would not stand for
reelection at the next annual meeting of shareholders.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.13 million in total assets, $2.36 million in total liabilities
and $777,000 in total stockholders' equity.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


GUNDLE/SLT ENVIRONMENTAL: S&P Assigns 'B-' Issue-Level Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned 'B-' issue-level
ratings and '3' recovery ratings to Gundle/SLT Environmental
Inc.'s (GSE's) $160 million first-lien credit facilities. The '3'
recovery rating indicates the expectation of meaningful recovery
(50%-70%) in the event of a payment default. The facilities
consist of a $25 million revolving credit facility and a $135
million term loan B.

Standard & Poor's also assigned a 'CCC+' issue rating and a '5'
recovery rating to the company's $40 million second-lien term
loan. The '5' recovery rating indicates the expectation of modest
recovery (10%-30%) in the event of a payment default. Standard &
Poor's 'B-' corporate credit rating on GSE and stable rating
outlook remain unchanged.

"The corporate credit rating on Houston-based GSE reflects the
limited scope of the company's operations and the commodity nature
of its products," said Standard & Poor's credit analyst
James Siahaan. The company also has vulnerability to fluctuating
raw material costs, some customer concentration, weak (though
improving) cash-flow protection metrics, and a highly leveraged
financial risk profile, which all factor into Standard & Poor's
rating. The company's market position as the largest manufacturer
of geomembrane liners, global manufacturing and distribution
capabilities, and relatively stable end markets partially mitigate
these factors," S&P related.

"The stable outlook reflects our view that GSE's liquidity is
adequate and that its debt maturity profile has improved following
the completion of the refinancing transaction," Mr. Siahaan
continued.

With annual sales of about $375 million, GSE is one of the largest
participants in the U.S. geosynthetics market. The company makes
its products primarily from polyethylene and polypropylene resins,
which are used to form geosynthetic containment systems for
landfills and other applications to prevent groundwater
contamination as well as for the confinement of water, industrial
liquids, solids, and gases. Price, quality of products and
services, and distribution capabilities are the key competitive
factors in the geomembrane market.


HAMPTON ROADS: Consolidates Nine Bank Branch Locations
------------------------------------------------------
Hampton Roads Bankshares, Inc., announced the consolidation of
nine Bank of Hampton Roads and Shore Bank branch locations into
nearby branches.  These branch consolidations are expected to
reduce operating expenses and support the Company's goal of
returning to profitability.  The accounts and services in each
closed branch will be transferred to a nearby branch, minimizing
the impact on customers.

As a result of these consolidations, the Company expects to
achieve significant operating expense savings, which should begin
to be realized in the fourth quarter of 2011.  The Company expects
to record a charge in the second quarter of 2011 reflecting
severance payments and other expenses related to these branch
consolidations.

John A.B. "Andy" Davies, Jr., the Company's president and chief
executive officer, said, "We continue to make good progress on our
comprehensive plan to return the Company to profitability.  We
substantially strengthened our balance sheet with a $295 million
capital raise in the fourth quarter of 2010 and are now intensely
focused on returning to profitability.  These branch
consolidations, some of which were first contemplated during the
acquisitions of Shore Bank and Gateway Bank in 2008, should
generate a significant reduction in operating expenses and improve
profitability, while maintaining the high level of personal
service our customers expect and deserve."

The table below provides information on the branches that have
already been closed or are scheduled to be closed, actual or
expected closing dates, and the locations to which each branch's
accounts and services will be transferred:

                 Branch Closing           Accounts Transferred
Closing Date      (Location)             to Branch (Location)
------------    --------------           --------------------
April 7, 2011   Orchard Square              Volvo Parkway
                 (Chesapeake, VA)            (Chesapeake, VA)

April 8, 2011   Greenbrier                  Volvo Parkway
                 (Chesapeake, VA)            (Chesapeake, VA)

June 6, 2011    Wake Forest                 Falls of Neuse
                 (Wake Forest, NC)           (Raleigh, NC)

June 12, 2011   MacArthur
                 (Norfolk, VA)               Ghent(Norfolk, VA)

Sept. 2, 2011   Independence                Pembroke
                 (Virginia Beach, VA)       (Virginia Beach, VA)

Sept. 9, 2011   Great Neck                  Shore Drive
                 (Virginia Beach, VA)       (Virginia Beach, VA)

Sept. 16, 2011  Princess Anne               East Beach
                 (Norfolk, VA)              (Norfolk, VA)

Sept. 23, 2011  Market Street               Goldwine Boulevard
                 (Suffolk, VA)              (Sufolk, VA)

Aug. 31, 2011   Parksley
                 (Parksley, VA)              Onley (Onley, VA

                 About Hampton Roads Bankshares

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

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

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

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

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

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


HOMELAND SECURITY: Brian Griffin Resigns as Director
----------------------------------------------------
Brian C. Griffin resigned from his position as a director of
Homeland Security Capital Corporation for personal reasons.
Following his resignation, the Company received an action by
written consent of the stockholders holding a majority of the
Company's common stock revoking their action previously disclosed
in the Original Form 8-K filed on May 26, 2011.

As previously reported by the TCR on June 2, 2011, the Company
received an action by written consent of stockholders holding a
majority of the Company's common stock removing Mr. Griffin from
his position as director of the Company without cause.

                      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.

Homeland Security reported net income of a $1,636,720 on
$53,266,167 of net contract revenue for the six months ended
Dec. 31, 2010, compared with net income of $555,251 on $47,421,857
of net contract revenue for the same period a year earlier.

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.'


HORIZON LINES: Enters Into RSA with Senior Notes Holders
--------------------------------------------------------
Horizon Lines, Inc., announced that it and holders of the majority
of its 4.25% convertible senior notes have entered into agreements
for a transaction that will refinance the company's entire capital
structure.

The agreement with the note holders contemplates a complete
refinancing, in conjunction with a new asset-based revolving loan
facility (ABL) of up to $125 million, which is under negotiation
with a leading financial institution.

The company's current debt structure consists of a $225 million
senior secured revolving credit facility, a $125 million secured
term loan, and $330 million of unsecured 4.25% convertible senior
notes.

The recapitalization will eliminate the refinancing risk related
to the maturity of the existing convertible notes and the existing
bank debt in 2012, and will provide liquidity to fund continued
operations through the new senior secured notes and new ABL
Facility.  At the same time, the recapitalization provides for the
immediate deleveraging of the balance sheet by $50 million through
a debt-for-equity exchange and provides the potential for
additional deleveraging through the early conversion of the new
convertible secured notes to be issued in the exchange offer.
During and after the recapitalization process, the company intends
to conduct business as usual throughout its tradelanes, focusing
on continued customer service excellence and operational
efficiencies.

Consummation of the refinancing is expected to occur in August,
following finalization of documentation and completion of the
exchange offer for the company's existing 4.25% convertible senior
notes, which by law requires 20 business days to execute.

The agreements provide that the company will sell to certain
qualified institutional buyers new first-lien $350 million, 9.0%
senior secured notes due five years from the date of issuance.
The company will have the right to redeem the new 9.0% notes
without paying a premium at any time between closing and maturity.
The agreements also provide that the company will offer to
exchange the existing $330 million of unsecured 4.25% convertible
senior notes for:

   -- a new series of $200 million 6.0% convertible secured notes,
      maturing in five and a half years and convertible into
      common stock at $1.70 per share;

   -- a cash payment of $80 million; and

   -- approximately 38.5 million shares of common stock, which
      would comprise about 56% of the outstanding capital stock of
      the company at closing.

In addition, the company is expected to have the right to convert
the new 6.0% convertible secured notes, beginning three months
after the issuance, in increments not to exceed $50 million.  The
30-day weighted average price of the stock must be at least $2.00
on the first conversion date.  The subsequent 30-day weighted
average price of the stock must be at least $2.10 on the second
conversion date, $2.30 on the third, and $2.40 on the fourth and
final conversion date, and each subsequent conversion date must be
at least three months after the previous conversion date.

Pursuant to the agreements, the company expects to complete the
exchange offer of the existing unsecured 4.25% convertible senior
notes in August, and must also complete the offering of the new
9.0% senior secured notes and enter into the ABL facility.  The
company also has agreed not to pursue any other restructuring
alternatives.

The agreements do not constitute a commitment by any of the
existing holders of the unsecured 4.25% convertible senior notes
to lend money to the company or to purchase any new debt
securities issued by the company, including the new first-lien
$350 million, 9.0% senior secured notes.

A full-text copy of the Restructuring Support Agreement is
available for free at http://is.gd/9aOOHZ

                        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.


HS OF DELAWARE: Hartstrings to Liquidate Under Ch. 7
----------------------------------------------------
Hartstrings, a children's wear retailer that once had 28 stores
and an Internet business, filed a petition June 2 to liquidate in
Chapter 7 (Bankr. D. Del. Case No. 11-11070).  Papers accompanying
the petition said there is more than $39 million in secured debt.
The company is based in Strafford, Pennsylvania.


HQ SUSTAINABLE: Receives Additional Deficiency Letter
-----------------------------------------------------
Sustainable Maritime Industries, Inc. received a continued listing
deficiency notice from the NYSE Amex LLC relating to the Company's
inability to timely file its Quarterly Report on Form 10-Q for the
period ended March 31, 2011.  Sections 134 and 1101 of the
Exchange Company Guide require the timely filing of such periodic
reports with the Securities and Exchange Commission.  The staff of
the Exchange cited the Company's failure to file its Quarterly
Report within the prescribed filing deadline in its determination
that the Company has failed to comply with certain continued
listing standards of the Exchange.

As previously reported, the Company remains out of compliance with
continued listing standards set forth under Sections 134 and 1101
of the Company Guide since the Company is yet to file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2010.
In addition, on April 11, 2011, the Company was notified of non-
compliance with continued listing standards set forth under
Sections 802(a) and 803(B)(2)(a) of the Company Guide.  The
foregoing Sections require a listed company to maintain a majority
of independent directors on its Board of Directors and at least
three independent directors on the company's Audit Committee.  The
trading in the Company's securities remains halted.

The Company submitted to the Staff a plan of compliance in
connection with the continued listing deficiencies. If the
Company's plan to regain compliance is accepted by the Exchange,
the Company may be able to continue its listing during this
period, during which time it will be subject to periodic review to
determine progress consistent with the plan.  If, however, the
plan is not accepted by the Exchange, the Company will be subject
to delisting procedures as set forth in the Company Guide. Under
Company Guide rules, the Company has the right to appeal the
determination by the Exchange staff to initiate delisting
proceedings.  There is no assurance that the Exchange staff will
accept the Company's plan of compliance or that, even if such plan
is accepted, the Company will be able to implement the plan within
the prescribed timeframe.

          About HQ Sustainable Maritime Industries

HQ Sustainable Maritime Industries, Inc. is a leader in the
production and marketing of health products derived from marine
based raw materials as well as Tilapia resulting from vertically
integrated operations.  HQS practices cooperative farming of
sustainable aquaculture, produces all-natural enriched feeds,
Tilapia value added products and health products.  The Company
markets its nutraceutical and health products, including its
"Omojo" branded health products through retail and franchise sales
in China.  Some of these products are now being introduced to the
United States.  The World Brand Laboratory and also the China
Health Care Association have recognized these as China leading
Health product brands.


HUBBARD PROPERTIES: Committee Taps Hill Ward as Legal Counsel
-------------------------------------------------------------
The Official Committee of General Unsecured Creditors in the
Chapter 11 case of Hubbard Properties, LLC, asks the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to retain Hill, Ward & Henderson, P.A., as legal counsel.

The Committee needs the firm to perform these services:

    -- analyze all material aspects of the Debtor's financial
       condition and operation of its business with the emphasis
       upon evaluating the propriety of the Debtor's proposed
       plan and negotiation of a plan that is fair and equitable
       to the unsecured creditors;

    -- analyze the insider and affiliate relationships to the
       Debtor, both pre-petition and post-petition to determine
       whether there are any avoidance actions, improprieties or
       other concerns that should be brought to the attention of
       the Court and the creditors;

    -- analyze the actions and activities of secured creditor
       Investor Warranty of America, Inc., to determine whether
       the estate holds any claims, causes of actions or rights
       to set off or other similar remedies that may be exercised
       as to IWA such that the return to unsecured creditors may
       be enhanced; and

    -- pursue, to the extent appropriate, any actions, positions
       or remedies on behalf of all general unsecured creditors
       of the estate such that unsecured creditors shall receive
       the most appropriate and favorable treatment that can be
       achieved under the attendant circumstances of the case.

The firm will be paid based on the rates of its professionals:

       Michael P. Brundage, Esq.     $400 per hour
       Patrick M. Mosley, Esq.       $275 per hour
       R. Travis Santos, Esq.        $200 per hour

Michael P. Brundage, Esq., a shareholder of Hill Ward, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.


HUBBARD PROPERTIES: Hires Van Middlesworth as Accountant
--------------------------------------------------------
Hubbard Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for authority to employ Van
Middlesworth and Company, P.A., as accountant, nunc pro tunc to
Jan. 27, 2011.

The firm will assist the Debtor with preparing the Debtor's 2010
tax return, filing the Debtor's BP Oil spill claim, and providing
general accounting support.

The Debtor will pay VMC on a monthly basis for the accounting
services at a blended hourly rate of $165.00.

VMC holds a claim for amounts due from the Debtor on account of
unpaid pre-petition services rendered in the amount of $18,561.

Guy Van Middlesworth, a Certified Public Accountant and the
President of VMC, assures the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.


HUBBARD PROP: U.S. Trustee Appoints 3-Member Creditors' Panel
-------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, 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 Hubbard Properties and affiliated debtors in
possession.

The Creditors Committee members are:

      1. Carlos B. Ranon
         President
         Ranon, Inc.
         5109 North Howard Avenue
         Tampa, FL 33603
         Tel: (813) 872-2725
         E-mail: C.ranon@ranon - inc.com

      2. James M. Madden
         133- 140 Avenue East, Unit W
         Madeira Beach, FL 33708
         Tel: (727) 439-8774
         E-mail: Jmadden235@aol.com

      3. William E. Johnson, Jr.
         Southern Equipment Corporation
         1720 West Cleveland Street
         Tampa, FL 33606
         Tel: (813) 251-1839
         E-mail: Wjohnson@southern-eq.com

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida.  Hubbard Properties said
it owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.


IA GLOBAL: Appoints Mark Lev to Board of Directors
--------------------------------------------------
IA Global, Inc., has appointed investment industry veteran Mark I.
Lev, Esq., Chairman and CEO of Wellfleet Partners, Inc., to its
Board of Directors.  Mr. Lev will chair the newly formed Mergers &
Acquisitions Committee.

Mr. Lev has an established career in corporate finance, investment
banking and law with over 27 years experience.  After graduating
law school, he worked as Corporate Counsel for Emanuel and Company
in 1984 eventually becoming the Director of Investment Banking.
He then went on to found Global Capital Group and Global Capital
Securities, Inc., a publicly traded investment and merchant
banking brokerage firm, serving as the Chief Executive Officer and
Chairman.  Upon the sale of his interest, he founded First Asset
Management Inc., a full service investment and merchant banking
brokerage firm, where he served as the Chairman and Chief
Executive Officer.  During his tenure, FAM was involved in over $1
billion in funding through over 100 public offerings and over 200
Private Placements and/or Bridge Loans through 400+ Registered
Representatives and 9 branch offices.

In 1998, Mr. Lev founded Wellfleet Partners, a boutique financial
services and consulting firm located in New York City.  Wellfleet
provides small and mid-size emerging private or publicly traded
national and international growth companies with operational,
financial and strategic advisory services.  Since its founding,
Wellfleet has been engaged directly or through its affiliations,
in a wide range of investment and merchant banking, venture
capital, financial and strategic consulting services.  In 2008,
Mr. Lev and the employees of Wellfleet became affiliated with
Sandgrain Securities, Inc., an established New York broker-dealer
firm. Sandgrain is a FINRA/SIPC regulated financial services and
brokerage firm.  He concentrates all of his money management,
brokerage and investment banking related activities at Sandgrain.

Mr. Lev holds a bachelors degree from Queens College of the City
University of New York and a law degree from Boston University.
He is a member of the American Bar Association and also holds
Series 7 & 63 Securities Licenses.

Brian Hoekstra, CEO and Chairman, commented, "For the past 18
months, IA Global has been in the process of building a solid
corporate foundation by putting the right people in place to grow
organically and through strategic acquisitions.  With this latest
appointment, we have brought in a dynamic, business savvy leader
while filling a gap on the investment banking and financing side.
Mr. Lev has a wealth of knowledge and experience in areas such as
corporate finance, mergers and acquisitions as well as strong
relationships within our target markets.  We expect that he will
bring keen insight to our growth initiatives going forward."

                          About IA Global

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

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

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


IAC/INTERACTIVE CORP: Moody's Says 'Ba2' CFR Unaffected by Meetic
-----------------------------------------------------------------
Moody's Investors Service said the Ba2 Corporate Family Rating and
SGL-1 Speculative Grade Liquidity Rating of IAC/InterActiveCorp
("IAC") are not immediately impacted by the announcement that IAC
intends to launch a public tender offer for the remaining
outstanding shares of Meetic S.A. that it does not already own.

IAC's ratings were assigned by evaluating factors we believe are
relevant to the credit profile of the issuer, such as: (1) the
business risk and competitive position of the company versus
others within its industry; (2) the capital structure and
financial risk of the company; (3) the projected performance of
the company over the near-to-intermediate term; and (4)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
IAC's core industry, and IAC's ratings are believed to be
comparable to those of other issuers of similar credit risk.

IAC, headquartered in New York, NY, owns a portfolio of Internet
companies. Properties include: the search engine, Ask.com; online
dating sites, Match.com and Chemistry.com; the Citysearch.com
local entertainment guides; the home improvement contractor,
ServiceMagic.com; and a series of other consumer-related
applications and portals. Revenues for the twelve months ended
March 31, 2011 (LTM) were $1.72 billion.


INCOMING INC: Posts $151,600 Net Loss in March 31 Quarter
---------------------------------------------------------
Incoming, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $151,581 on $54,971 of revenues for the three months
ended March 31, 2011, compared with a net loss of $4,847 on
$91,031 of revenues for the predecessor period ended March 31,
2010.

The Company's balance sheet at March 31, 2011, showed $1.4 million
in total assets, $1.0 million in total liabilities, and
stockholders' equity of $375,278.

As of Dec. 31, 2010, the Company had a working capital deficiency
of $248,564, and had accumulated a deficit of $4.4 million.  As of
March 31, 2011, the Company had a working capital deficiency of
$368,965, and had accumulated a deficit of $4.3 million.  Its
ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due, according to the filing.  "These
factors, among others,  raise substantial doubt that the Company
will be able to continue as a going concern."

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

Headquartered in New York, Incoming, Inc. (ICNN.OB)
-- http://www.incominginc.com/-- is a renewable energy company
engaged in the production and distribution of biodiesel and
renewable fuels.  The Company's current holdings include North
American Bio-Energies, LLC, a biodiesel production facility
located in North Carolina.


INTEGRA BANK: Closes Sale of Wealth Management & Trust Division
---------------------------------------------------------------
Integra Bank N.A. completed the sale of Integra Bank's Wealth
Management and Trust business to Old National Trust Company.  ONTC
acquired the business for $1.25 million in cash.  Pending the
sale, ONTC has agreed to provide operational assistance to Integra
Bank in its wealth management and trust activities.

                           About Integra

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of
Integra Bank N.A.  As of Dec. 31, 2010, Integra Bank has $2.4
billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

In Integra Bank's annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company's cumulative net loss to common shareholders from 2008
through 2010 exceeded $430 million and the Company has negative
shareholders' equity at Dec. 31, 2010.  "These results are
primarily due to asset impairments, particularly loans.  The
Company cannot currently generate sufficient revenue to support
its operating expenses and the Company's bank subsidiary has not
been able to achieve the capital levels required by regulatory
order.

The Company's balance sheet at March 31, 2011 showed $2.17 billion
in total assets, $2.24 billion in total liabilities and a $65.07
million total shareholders' deficit.


INTERNAL FIXATION: Posts $399,000 Net Loss in Q1 2011
-----------------------------------------------------
Internal Fixation Systems, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $399,012 on $66,407 of sales
for the three months ended March 31, 2011, compared with a net
loss of $19,293 on $37,434 of sales for the same period last year.

The Company's balance sheet at March 31, 2011, showed $1.5 million
in total assets, $2.2 million in total liabilities, and a
stockholders' deficit of $741,109.

Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed
substantial doubt about Internal Fixation Systems' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company had a net loss of
$781,440 for the year ended Dec, 31, 2010, cumulative losses since
inception of $757,218 and a working capital deficit of $123,409.

A copy of the Form 10-Q is available at http://is.gd/gadp5n

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.


INTERNATIONAL TEXTILE: Amends Credit Agreement with GE Capital
--------------------------------------------------------------
International Textile Group, Inc., the other borrowers and credit
parties thereto, GE Capital, as agent and lender, and the other
lenders thereto entered into Consent and Amendment No. 1 to that
certain Amended and Restated Credit Agreement, dated as of
March 30, 2011, by and among the Company, certain of its U.S.
subsidiaries, GE Capital and certain other lenders signatory
thereto.  Also on May 26, 2011, the Company entered into Amendment
No. 6 to that certain note purchase agreement dated as of June 6,
2007.

The Credit Agreement Amendment and the Note Purchase Agreement
Amendment provided the Company the requisite consents necessary to
enter into and perform its obligations under a Guaranty of
Payment, entered into by the Company on May 26, 2011, in favor of
WLR Recovery Fund IV, L.P.

Pursuant to the Guaranty, the Company agreed to guarantee the
prompt payment, in full, of the reimbursement obligations of Fund
IV under certain letter of credit agreements, up to a total amount
of $15.5 million, to which Fund IV is a party and under which Fund
IV has agreed to be responsible for certain obligations of ITG-
Phong Phu Limited Company, a joint venture under the laws of
Vietnam.  The Company owns 60% of ITG-PP.

Also, pursuant to the Guaranty, the Company is required to pay
Fund IV a per annum amount equal to 10% of the amount of the
outstanding Letters of Credit.  The obligations of the Company are
payable in cash or, if cash is not permitted to be paid pursuant
to the terms and conditions of the Credit Agreement and related
documentation, then such amounts are payable in additional senior
subordinated notes due June 2015 pursuant to the Note Purchase
Agreement.

The Guaranty will continue in force until the underlying
obligations are satisfied or terminated.

Fund IV is an affiliate of Wilbur L. Ross, Jr., the chairman of
the board of the Company.  Affiliates of Mr. Ross, Jr., including
Fund IV, collectively owned approximately 92.0% of the Company's
total voting power on a fully diluted basis as of March 31, 2011.

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

The Company's balance sheet at March 31, 2011, showed
$454.67 million in total assets, $571.10 million in total
liabilities, and a $116.42 million total stockholders' deficit.


INTERNATIONAL WIRE: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2 probability of default rating to International Wire Group
Holdings, Inc., a newly formed entity that will wholly-own
International Wire Group, Inc. (collectively referred to as
"International Wire"). Moody's assigned the corporate family to
this new entity, which is at a different level from the entity
where the corporate family rating was previously anchored. Moody's
also assigned a Caa1 rating to International Wire Group Holdings,
Inc.'s proposed $100 million senior PIK toggle notes due 2015. As
part of this action, Moody's also affirmed the B3 rating on
International Wire Group, Inc.'s senior secured notes due 2015.
The ratings outlook remains stable.

Ratings assigned:

   International Wire Group Holdings, Inc.

   -- Proposed $100 million senior PIK toggle notes due 2015 at
      Caa1 (LGD5, 89%);

   -- Corporate family rating at B2;

   -- Probability of default rating at B2.

Rating affirmed:

   International Wire Group, Inc.

   -- $117 million senior secured notes due 2015 at B3 (LGD4,
      58%). Changed from (LGD5, 73%).

   -- Ratings affirmed and to be withdrawn at transaction closing:

   International Wire Group, Inc.

   -- Corporate family rating at B2;

   -- Probability of default rating at B2.

RATINGS RATIONALE

Proceeds from the proposed senior PIK toggle notes and cash on
hand will be used to pay an approximately $100 million dividend.

The ratings affirmation reflects Moody's view that International
Wire's credit profile remains consistent with the B2 ratings
category, even as the proposed add-on senior notes increase pro
forma financial leverage to approximately 3.9 times from 2.5 times
as of March 31, 2011 (including Moody's standard analytical
adjustments).

International Wire's B2 corporate family rating reflects its
modest scale, aggressive financial policy given the magnitude of
the proposed dividend (on top of the $60 million dividend that was
paid in 2010), and exposure to cyclical end-markets as evidenced
by a significant contraction in product volumes that occurred in
2009. Notwithstanding these concerns, the rating is supported by
the company's pro forma leverage of less than 4.0 times, good
interest coverage metrics, its established position in niche
copper wire markets, and the counter-cyclical nature of its cash
flows. The rating also derives support from a recovery in product
volumes, and the likelihood that an improved economic environment
should translate into continued volume growth over the near-term.

The stable outlook reflects Moody's expectation that International
Wire will sustain organic revenue and earnings growth such that
debt to EBITDA approaches 3.5 times and EBITA coverage of interest
expense exceeds 2.0 times over the next twelve months.

The ratings could be upgraded if the company organically grows its
scale and earnings and does not materially increase debt levels
such that leverage is sustainably reduced below 3.0 times while
maintaining a conservative financial policy with respect to
shareholder enhancement activities and acquisitions.

The ratings could be downgraded if a deterioration in end-market
conditions causes debt to EBITDA to increase above 5.5 times
and/or if EBITA to interest declines below 1.2 times. Sustained
negative free cash flow, a material debt-financed acquisition, or
another dividend could also pressure the ratings.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

The principal methodology used in rating International Wire Group
Holdings, Inc., was the Global Business & Consumer Service
Industry Rating 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 Camden, New York, International Wire Group, Inc.
manufactures and markets wire products, including bare and tin-
plated copper wire, engineered products and high performance
conductors, for other wire suppliers, distributors and original
equipment manufacturers.


INTERNATIONAL WIRE: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to International Wire Group Holdings Inc., parent
company of International Wire Group Inc., a manufacturer of copper
wire products. The rating outlook is positive.

Standard & Poor's also assigned a 'CCC+' issue-level rating (two
notches below the corporate credit rating) and a '6' recovery
rating to IWGH's proposed $100 million senior PIK toggle notes due
2015. The '6' recovery rating reflects the expectation of
negligible (0%-10%) recovery in the event of a payment default,
given the structural subordination of the proposed notes to IWG's
existing senior secured revolving credit facility and secured
notes.

At the same time, Standard & Poor's affirmed its existing ratings
on operating company IWG, including the 'B' corporate credit
rating with positive outlook.

"IWGH is a holding company with no direct operations and depends
on cash flow from subsidiary IWG to meet its debt obligations. As
a result, we view International Wire Group as a consolidated
enterprise," said Standard & Poor's credit analyst Fred Ferraro.

The holding company will use proceeds from the proposed note
issuance to pay a $100 million special dividend to shareholders.
Pro forma for the proposed transaction, International Wire Group
will have approximately $250 million of outstanding consolidated
debt.

The consolidated ratings on U.S.-based International Wire Group
reflect what Standard & Poor's considers to be the combination of
the company's vulnerable business risk and aggressive financial
risk profile.

"Management has demonstrated its willingness to increase leverage
to pursue debt-financed shareholder distributions and
acquisitions, as evidenced by the proposed special dividend," Mr.
Ferraro said. Nonetheless, the company has historically generated
good cash flow relative to fixed charges and should continue to
benefit from an improved cost structure and long-standing customer
relationships.


ITRON INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Liberty Lake, Wash.-based Itron Inc. to 'BB' from 'BB-'.
"The outlook is stable. At the same time, we raised our issue-
level rating on the company's senior secured credit facilities to
'BBB-' (two notches above the CCR) from 'BB+'. The
recovery rating is '1', indicating our expectation of very high
(90%-100%) recovery in a payment default scenario. We also raised
the rating on the company's subordinated notes to 'B+' from 'B'.
The recovery rating on the subordinated notes remains '6',
indicating our expectation that lenders would receive negligible
(0%-10%) recovery in a payment default scenario," S&P stated.

"The upgrade on Itron reflects the company's continued debt
reduction, good operating performance, and good credit measures,
including funds from operations to total debt at 44% as of March
31, 2011," said Standard & Poor's credit analyst Robyn Shapiro.
"The ratings also reflect Itron's significant financial risk
profile and fair business risk profile as a supplier of products
and services to electric, gas, and water utilities."

Itron's fair business risk profile reflects its dependence on the
utility industry's capital spending and some customer
concentration. However, Itron enjoys strong market positions in
electricity metering, especially after its 2004 acquisition of the
North American portion of Schlumberger Ltd.'s metering business,
and in meter data collection and management. The company's April
2007 acquisition of Actaris Metering Systems S.A. expanded its
geographic reach. In first-quarter 2011, Europe to accounted for
36% of sales; the U.S. and Canada, 49%; and the rest of the world,
15%.

Itron intends to increase revenue by capitalizing on its AMR and
AMI technologies as utilities shift to electronic meters from
mechanical ones. However, Itron remains vulnerable to reduced
capital spending by its key utility customers. Nonetheless, total
backlog as of March 31, 2011, remained healthy at $1.7 billion and
should grow as bookings from AMI contracts materialize. As of
March 31, 2011, Itron's EBITDA margin was about 15%.

The outlook is stable. "We expect Itron's good free cash flow and
reasonably leveraged balance sheet to support organic growth and
any acquisition activity at the current rating level," Ms. Shapiro
added. "However, we could lower the ratings if Itron pursues a
more-aggressive financial policy than we expect, for instance, if
the company made debt-financed acquisitions resulting in FFO
to total debt below 20% for an extended period."


JBI INC: Posts $2.8 Million Net Loss in Q1 2011
-----------------------------------------------
JBI, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.8 million on $2.2 million of revenues for the three
months ended March 31, 2011, compared with a net loss of
$3.2 million on $3.6 million of revenues for the same period last
year.

The Company's balance sheet at March 31, 2011, showed $7.0 million
in total assets, $3.6 million in total liabilities, and
stockholders' equity of $3.4 million.

SCM LLP, in Toronto, Canada, expressed substantial doubt about
JBI's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring losses from operations and its dependency
on future financing.

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

Thorold, Ontario-based JBI, Inc. (OTC QX: JBII)
-- http://www.plastic2oil.com/-- is an alternative oil and gas
company.  JBI developed a process that converts waste plastic into
fuel (Plastic20i1).


JETBLUE AIRWAYS: 10 Director Nominees Elected at Annual Meeting
---------------------------------------------------------------
At JetBlue Airways Corporation's 2011 Annual Meeting of
Stockholders, the stockholders elected ten directors:

   (1) Dave Barger
   (2) Jens Bischof
   (3) Peter Boneparth
   (4) David Checketts
   (5) Virginia Gambale
   (6) Stephan Gemkow
   (7) Stanley McChrystal
   (8) Joel Peterson
   (9) M. Ann Rhoades
  (10) Frank Sica

The proposal to ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2011 was approved.  Stockholders
approved the Company's 2011 Incentive Compensation Plan.
Stockholders approved the Company's 2011 Crewmember Stock Purchase
Plan.  Stockholders approved, on an advisory basis, the
compensation of the Company's named executive officers.  The
stockholders voted, on an advisory basis, to hold future advisory
votes to approve the compensation of the Company's named executive
officers every year.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's balance sheet at March 31, 2011, showed $6.84
billion in total assets, $5.17 billion in total liabilities and
$1.67 billion in total stockholders' equity.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


K-V PHARMACEUTICAL: Names P. Christmas as VP and General Counsel
----------------------------------------------------------------
K-V Pharmaceutical Company announced the appointment of Patrick J.
Christmas to serve as the Company's new Vice President and General
Counsel.  Mr. Christmas will become the Company's chief legal
officer succeeding Gregory S. Bentley, who is K-V's Senior Vice
President of Law and a member of its Board of Directors.  Mr.
Bentley has served in that capacity since June 2010 under an
arrangement which contemplated that he would return to his private
legal practice after the Company filled the General Counsel
position.  Mr. Bentley will continue to serve as a director of the
Company and to counsel the Company after he resumes private
practice.

Mr. Christmas brings valuable legal and industry knowledge to K-V
through his more than 15 years of direct corporate experience.  He
possesses expertise in a variety of critical legal functions
including corporate governance, commercial and government
contracts, licensing, intellectual property, risk management and
litigation.

Mr. Christmas is a seasoned corporate attorney most recently
serving as General Counsel and Secretary for the Wellstat
Companies, a group of eight privately owned biotech companies.
During his tenure at Wellstat Companies, Mr. Christmas was
responsible for the legal, corporate governance, compliance, risk
management and licensing functions.  Prior to joining Wellstat in
2007, Mr. Christmas served as General Counsel of Bioveris
Corporation, a publicly traded company selling diagnostic products
worldwide to the life science, bio-defense and clinical markets
until its acquisition by Roche Diagnostics.  Before his in-house
experience, Mr. Christmas spent four years as an Associate in the
litigation section of Akin, Gump, Strauss, Hauer & Feld.

Mr. Christmas received his Bachelor of Arts in Economics in 1992
from Boston College and his J.D. cum laude from the University of
Notre Dame Law School in 1995.

                 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.


KEVEN A MCKENNA: Appointment of Chapter 11 Trustee Upheld
---------------------------------------------------------
Chief District Judge Mary M. Lisi affirmed a bankruptcy court
order appointing a Chapter 11 trustee in the bankruptcy case of
Keven A. McKenna, P.A.  Judge Lisi cited McKenna's cavalier
attitude towards court orders and its conduct in bouncing numerous
checks and incurring unnecessary bank fees, which demonstrate a
lack of good financial management.  The case before the District
Court is In re: Keven A. McKenna, P.C., Appellant, v. Official
Committee of Unsecured Creditors, Appellee, C.A. No. 10-472 (D.
R.I.).  A copy of the District Court's May 31, 2011 Memorandum and
Order is available at http://is.gd/P2R8Ppfrom Leagle.com.

Keven A. McKenna filed for Chapter 11 bankruptcy for himself and
Keven A. McKenna law firm on Jan. 25, 2010.  Mr. McKenna disclosed
$751,000 in assets and $45,700 in liabilities in his bankruptcy
petition.  His firm estimated debts of between $100,000 and
$500,000.  Mr. McKenna's case was dismissed but his personal
bankruptcy protection claim remains active as he continues to
fight a Workers' Compensation Court order that he pay his former
paralegal Summer D. Stone for injuries.

At the behest of the Official Committee of Unsecured Creditors,
the Bankruptcy Court on Nov. 18, 2010, appointed Providence
bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna
PC to take over management of the law firm.


KH FUNDING: Hires Zoellner as Loan Portfolio/REO Manager
--------------------------------------------------------
KH Funding Company obtained authority from the U.S. Bankruptcy
Court for the U.S. Bankruptcy Court for the District of Maryland
to employ Eric A. Zoellner as Loan Portfolio/REO Manager.

Mr. Zoellner will assist the Debtor by, inter alia:

    (i) identifying and addressing deficiencies in the Debtor's
        loan and REO files;

   (ii) where appropriate, procuring and reviewing title searches,
        appraisals, credit reports, among other necessary records;

  (iii) analyzing budgets and documenting budget issues with
        respect to the Debtor's REO; (iv) interacting with
        borrowers to obtain records and, where appropriate,
        negotiate workouts;

    (v) monitoring and evaluating the status of construction and
        renovation of REO; and

   (vi) reviewing and analyzing loan accounts involving First
        Equitable Funding and interface with Debtor's counsel to
        ensure the marketability of such loans.

Mr. Zoellner will be paid based on a rate of $95.00 per hour,
provided that his total fees for any calendar month will not
exceed $9,000.

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

                        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.


LA JOLLA: Has 20.35 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 27, 2011, it
had converted approximately 14 shares of Series C-1 1 Convertible
Preferred Stock and on May 31, 2011, it had converted
approximately 5 shares of Series C-1 1 Convertible Preferred Stock
into a combined total of 3,241,666 shares of common stock.
Following these conversions, the Company had a total of 20,356,323
shares of common stock issued and outstanding as of May 31, 2011.

                   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.


LAKOTA CANYON: Alpine Bank Wants Case Transferred to Colorado
-------------------------------------------------------------
Creditor Alpine Bank asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to transfer the Chapter 11 case
of Lakota Canyon Ranch Development, LLC to the District of
Colorado.

Alphine Bank explains that, among other things:

   -- the Debtor's domicile is in the State of Colorado;

   -- the Debtor's principal place of business is in the State of
      Colorado; and

   -- a substantial percentage of the Debtor's creditors are
      located in the State of Colorado, and the majority of those
      that are not located in the State of Colorado are located in
      Chicago, Illinois or points west.  Because the Debtor's
      property is located in Colorado, the appraisers and
      valuation experts will likely come from Colorado.

Alphine Bank adds that keeping venue in the Eastern District of
North Carolina increases the costs of the bankruptcy case for all
parties involved while smacking of a Debtor's attempt to evade
creditors.

                        About Lakota Canyon

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D. N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  George Mason Oliver and Oliver & Friesen, PLLC,
represents the Debtor in its restructuring effort.  Kathy Webb has
been assigned as Case Manager.  The Company estimated assets and
debts at $10 million to $50 million.


LAKOTA CANYON: Alpine Bank Says Assets Are Mismanaged
-----------------------------------------------------
Creditor Alpine Bank asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to deny Lakota Canyon Ranch
Development, LLC's request to access the cash collateral.

According to Alpine Bank, the unpaid balance of the Master
Discretionary Revolving Loan Agreement totals $12,467,055.  The
loans were utilized for the development of a golf course,
recreation center, outdoor pool, and residential real property in
New Castle, Colorado.  The Lakota Loan is secured by that certain
Deed of trust, assignment of rents and leases, security agreement,
fixture filing and financing statement dated June 30, 2006.
Alpine relates the current value of the Lakota collateral is
approximately 50% of the value of the Lakota Loan.

Alpine explains that the Debtor, among other things:

   -- has no equity in the development;

   -- has shown an inability to manage its assets capably or
      effectively;

   -- has no current infrastructure in place to manage the golf
      course or recreation center; and

   -- cannot guarantee that it will make payroll on time and
      retain the employees necessary for its business operations.

Alpine also adds that although the Debtor proposes that Alpine be
granted replacement liens on the cash collateral, the Debtor
cannot provide adequate protection to Alpine.

Alpine Bank is represented by:

         Gregory B. Crampton, Esq.
         NICHOLLS & CRAMPTON, P.A.
         P.O. Box 18237
         Raleigh, NC 27619
         Tel: (919) 781-1311
         Fax: (919) 782-0465

         Carl A. Eklund
         James P. Bickford
         BALLARD SPAHR LLP
         1225 17th Street, Suite 2300
         Denver, CO 80202
         Tel: (303) 292-2400
         Fax: (303) 296-3956

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D. N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  George Mason Oliver and Oliver & Friesen, PLLC,
represents the Debtor in its restructuring effort.  Kathy Webb has
been assigned as Case Manager.  The Company estimated assets and
debts at $10 million to $50 million.


LAKOTA CANYON: Asks for Approval for Oliver & Friesen Hiring
------------------------------------------------------------
Lakota Canyon Ranch Development, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of North Carolina for permission to
employ George Mason Oliver and Oliver & Friesen, PLLC, as counsel.

Oliver & Friesen will be representing and assisting the Debtor in
carrying out its duties under the provisions of Chapter 11 of the
Bankruptcy Code.

The Debtor relates that the firm received $50,000 on April 11,
2011 from John A. Elmore, II.  These funds were deposited into the
firm's Trust Account to secure future fees and expenses incurred.
From these trust funds, $14,488 was paid to the firm for fees and
expenses incurred prepetition for the period of Jan. 25, to
May 13, leaving a balance in the trust account for anticipated
fees expected to arise during the course of the Chapter 11
bankruptcy.  At the time the Petition was filed, nothing was owed
to Oliver & Friesen by the Debtor.

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

The firm can be reached at:

         George Mason Oliver, Esq.
         OLIVER & FRIESEN, PLLC
         P.O. Box 1548
         New Bern, NC 28563
         Tel: (252) 633-1930
         Fax: (252) 633-1950

               About Lakota Canyon Ranch Development

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  The
Company estimated assets and debts at $10 million to $50 million.


LAWRENCE SALANDER: Wife Can't Bring Claims in Foreclosure Suit
--------------------------------------------------------------
Bankruptcy Judge Cecelia G. Morris granted First Republic Bank's
request for an order enforcing a settlement agreement between it
and the chapter 7 trustee for the estate of Lawrence and Julie
Salander to prevent Ms. Salander from bringing claims and raising
defenses in a state court foreclosure action.  Ms. Salander
opposes, arguing that her claims were revived upon the Chapter 7
Trustee's abandonment of her real property, and in the
alternative, that the settlement should be vacated under Federal
Rule of Civil Procedure 60(b).  Wells Fargo, the holder of the
second mortgage on the real property, argues that the settlement
should be vacated under Rule 60(b) and that Ms. Salander's claims
continue to be property of the estate.  The Court finds that Ms.
Salander's claims were property of the estate and have been
settled and administered by the Chapter 7 Trustee.  Those claims
and defenses no longer exist and cannot be raised in state court.
A copy of Judge Morris' June 2, 2011 Memorandum Decision is
available at http://is.gd/TrLSIRfrom Leagle.com.


LEED CORP: Hires Jay R. Hartman as Residential Appraiser
--------------------------------------------------------
LEED Corp. seeks authorization from the U.S. Bankruptcy Court for
the District of Idaho to employ:

         Jay R. Hartman
         Terri R. Hartman
         Hartman Appraisal & Investments, LLC
         P.O. Box 5176
         Twin Falls, ID 83303-5176
         Phone: (208) 734-8300
         E-mail: jthart@cableone.net

as its appraiser for the purpose of assisting the Debtor in
determining the current fair market value of the various
properties in which the estate asserts and interest.

The Debtor has agreed to pay $300 per home and $200 per vacant
lot for a full appraisal on approximately 52 properties, with a
completion date on or before May 21, 2011.  In the event expert
testimony is required, Debtor has agreed to pay Appraiser
$75 per hour, plus costs, subject to Court approval of the same.

Mr. Hartman asserts that Hartman Appraisal & Investments, LLC is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEED CORP: Seeks to Hire Petersen Moss Hall & Olsen as Co-Counsel
-----------------------------------------------------------------
LEED Corp. seeks authorization from the U.S. Bankruptcy Court for
the District of Idaho to employ:

         Nathan M. Olsen, Esq.
         Petersen, Moss, Hall & Olsen
         485 E. St.
         Idaho Falls, Idaho 83402
         Phone: (208) 523-4650

as special co-counsel with respect to the Adversary Proceeding
due to the complexity of the facts and issues presented in an
Adversary Complaint.  On September 29, 2010, the Debtor commenced
that certain adversary proceeding, LEED Corporation v. Meyers et
al., Adv. No. 10-08086 JDP.

The Debtor further wishes to employ Special Co-counsel for the
purpose of assisting the Debtor in responding to the allegations
and misrepresentations contained in the Motion to Dismiss or
Convert filed by Mr. Mitchell R. Campbell, to prepare and file a
Motion pursuant to Rule 9011 regarding the same, conduct
Discovery as needed with regards to these contested matters, as
well as to serve as co-counsel in the related adversary
proceeding, Adv. No. 10-08086 JDP.

The professional services that Nathan M. Olsen are to render are:

     a. to assist in the prosecution, discovery, trial preparation
        and presentation of the Adversary Proceeding, as
        co-counsel with Robert J. Maynes, Esq.;

     b. to assist in the Debtor's response to the allegations and
        misrepresentations contained in the Motion to Dismiss or
        Convert filed by Mr. Campbell;

     c. to assist in the preparation and prosecution of a Motion
        pursuant to Rule 9011; and

     d. to assist and conduct discovery regarding these matters.

Because of the extensive legal services required, the Debtor will
employ Nathan M. Olsen under a general retainer at the standard
hourly rate of $200 per hour plus costs.  No retainer has been
paid to Nathan M. Olsen.

Mr. Olsen asserts that Petersen, Moss, Hall & Olsen is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEED CORP: Wins Approval for W.L. Grigg as Accountant
-----------------------------------------------------
LEED Corp. obtained authorization from the U.S. Bankruptcy Court
for the District of Idaho to employ:

         W.L. Grigg, ABA
         228 Pleasanton Drive South
         Nampa, ID 83656
         Phone: (208) 467-1826

as accountant effective Sept. 10, 2010.

The Debtor wishes to employ Accountant and such other support
staff as Accountant may require, as its accountant, at the
standard hourly rate of $100 plus costs, subject to Court approval
of the same, with payment from the Debtor as an administrative
expense of the bankruptcy estate.

The professional services that Accountant is to render are:

     a. closing the debtor-in-possession's general ledger each
        month after reconciling accounts payable and bank
        statements;

     b. review and prepare financial statements;

     c. prepare all federal and state tax returns;

     d. give consulting services regarding financial and tax
        matters;

     e. and any other financial and accounting services
        necessary.

W.L. Grigg, ABA, asserts that he is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEGACY VULCAN: Moody's Assigns 'Ba1' Rating to Proposed Notes
-------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Vulcan Materials
Company's proposed senior unsecured notes maturing 2016 and 2021.
At the same time Moody's affirmed the company's Ba1 CFR, Ba1 PDR,
and Ba1 ratings on existing senior unsecured notes. Moody's
maintains a SGL-3 speculative grade liquidity assessment for the
company as well. The outlook is stable.

RATINGS RATIONALE

Moody's expects the proceeds from the proposed senior unsecured
notes due 2016 and 2021 will be used repay existing debt.
Specifically, Moody's expects the company to: 1) repay its
existing $450 million term loan, 2) tender for approximately half
of its $300 million notes due 2012 and half of its $260 million
notes due 2013, and 3) apply the remainder toward repaying
outstanding balances under its bank credit facilities.

The Ba1 rating is constrained by the company's high financial
leverage and weak interest coverage. At December 31, 2010 adjusted
debt-to-EBITDA leverage remained elevated at above 7x. Leverage
metrics will likely remain high and coverage metrics weak until
more robust private construction demand takes hold. In the
meantime the company's overall margins will be pressured by weak
volumes and diminished pricing power in several key US markets,
particularly in Florida and parts of the Western U.S. which offset
strengths in other key markets.

The Ba1 corporate family rating is supported by Vulcan's leading
position in the North American aggregates industry and its
regional geographic and end market diversity, substantial revenue
streams, and large proven reserves. Longer term, the business
benefits from high barriers to entry, a stable competitive
landscape, and diverse end use markets. The rating is constrained
by high financial leverage, in part resulting from debt incurred
to finance the Florida Rock acquisition, and in part due to a
sharp cyclical contraction in shipment volumes and resultant
operating cash flows. Diminished cash flows hamper Vulcan's
ability to delever as debt reduction efforts are offset by falling
EBITDA.

The SGL-3 speculative grade liquidity rating reflects Vulcan's
sufficient liquidity profile, supported by $1.15 billion of
availability under its credit facility, the absence of significant
debt maturities over the next eighteen months, and sufficient room
under the financial covenants. The company maintains modest cash
balances, and is expected to generate limited free cash flow over
the next twelve months. The company relies on borrowing under its
revolving credit facility for a portion of its funding needs. The
company could absorb up to a $2.5 billion impairment before
violating its 65% debt-to-capital covenant, out of a total of $3.1
billion of goodwill and about $700 million of intangibles.

The stable outlook presumes that the company will be able to
modestly improve its credit metrics in 2011 as conditions in the
building materials industry continue to stabilize, and demonstrate
more substantial improvement in 2012. Current credit metrics
position Vulcan weakly in the Ba1 rating category. Should demand
conditions not improve, there would be additional pressure on
earnings and leverage, and the rating might be at risk of a
downgrade. The stable outlook incorporates expectations that over
the next eighteen to twenty four months the company will
successfully drive debt-to-EBITDA toward 4.0x, among other
relevant metrics. Over the past few years the company's successful
infusion of equity capital, dividend cut, focus on cost cutting,
and capital preservation demonstrate a commitment to improving its
credit profile despite challenging operating conditions.

Given current weak operating and financial metrics and weak demand
and pricing conditions in the industry, upward rating pressure in
the intermediate term is unlikely.

The rating would likely be downgraded in the event that Vulcan
does not demonstrate substantial progress towards improving its
margins, reducing its leverage and increasing its coverage metrics
over the near and intermediate horizon. Failure to demonstrate a
consistent ability to drive debt-to-EBITDA towards 4.0x or lower
over the next eighteen to twenty four months could result in a
downgrade. Rating pressures may emerge in the event that private
construction remains weak, state and local construction remains
constrained by fiscal tightening, and stimulus funds are
eventually exhausted. In addition, in the event that the company
incurs a material amount of secured debt in the future, the
unsecured debt rating may be notched below the company's CFR.

The principal methodology used in rating Vulcan Materials Company
was the Global Building Materials Industry Methodology, published
July 2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Vulcan Materials Company is the largest producer of construction
aggregates in the U.S., and is also a major producer of asphalt
mix and concrete. Its primary end markets include public
construction, infrastructure, private nonresidential, and private
residential construction, and its aggregates reserves are about
14.7 billion tons. In 2010 Vulcan generated approximately $2.6
billion in revenues.


MAJESTIC TOWERS: Taps Joseph Herman as Special Labor Counsel
------------------------------------------------------------
Majestic Towers, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Joseph E. Herman, Esq., as special labor and employment counsel to
represent the Debtor's interests in negotiations with the Debtor's
unionized workforce.

Mr. Herman has been rendering specialized labor and employment
advice to the Debtor since the filing of its petition.  He holds a
prepetition claim against the Debtor of $44,488.06 for services
rendered.

Mr. Herman's current hourly billing rate is $450 and his
associates' rate is $250.

The Debtor proposes to pay Mr. Herman post-petition retainer of
$50,000.

                   About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor estimated
assets and debts at $10 million to $50 million.


MARK JONES: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mark Stanley Jones
        736 Driftwood Drive
        Lynn Haven, FL 32444

Bankruptcy Case No.: 11-50310

Chapter 11 Petition Date: May 31, 2011

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

Debtor's Counsel: Charles M. Wynn, Esq.
                  CHARLES M. WYNN LAW OFFICES, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210
                  E-mail: wynnlawbnk@earthlink.net

Scheduled Assets: $3,244,276

Scheduled Debts: $2,402,035

A list of the Debtor's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flnb11-50310.pdf


MERCANTILE BANCORP: No Comment on Unusual Stock Price Activity
--------------------------------------------------------------
In view of the unusual market activity in the common stock of
Mercantile Bancorp on Friday, May 27, 2011, the NYSE contacted the
Company in accordance with its usual practice.  The Company stated
that it is company policy not to comment on unusual market
activity.

In addition to notification of shareholder materials, shareholders
and those who wish to closely follow Company news may now enroll
to receive email notice of news and updates at the time of
release.  Register at the Company's Web site or directly at:

                        http://is.gd/ZC7o9w

                      About Mercantile Bancorp

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

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

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


MIRRIAH BUILDERS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mirriah Builders & Development, LLC
        3314 North 60th Street
        Phoenix, AZ 85018

Bankruptcy Case No.: 11-15748

Chapter 11 Petition Date: May 31, 2011

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

Judge: Charles G. Case II

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeCONCINI McDONALD YETWIN & LACY, PC
                  7310 N 16th St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  E-mail: lhirsch@dmylphx.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 six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-15748.pdf

The petition was signed by Nicholas W. Lees, III, managing
partner.


MORGAN'S FOODS: Grant Thornton Raises Going Concern Doubt
---------------------------------------------------------
Morgan's Foods, Inc., filed on its annual report on Form 10-K for
the fiscal year ended Feb. 27, 2011.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company's balance sheet at Feb. 27, 2011, showed $44.1 million
in total assets, $43.5 in total liabilities, and stockholders'
equity of $635,000.

A copy of the Form 10-K is available at http://is.gd/ng9VWY

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.


MP-TECH AMERICA: Committee Asks Court to Reconsider DIP Loan
------------------------------------------------------------
The Official Committee of Unsecured Creditors of MP-Tech America,
LLC, asks the Court to reconsider, alter or amend its order
authorizing the Debtor to obtain post-petition secured credit
from Joon, LLC d/b/a Ajin USA.

Lindan J. Hill, Esq., at Johnston Barton Proctor & Rose LLP,
counsel to the Unsecured Creditors' Committee, states that the
Committee does not want to limit the Debtor's ability to obtain
DIP financing, but requests an opportunity to investigate and
understand certain provisions and events of default contained in
the DIP financing agreement. Specifically, the DIP Loan Documents
contain event of default for occurrences or non-occurrences
following the "Sale Procedures Implementation Date", which was
10 days following the date of the DIP Loan.  The Committee
requests the opportunity to obtain additional information whether
the Debtor is already in default of the DIP Loan Agreement and is
being charged at the default interest rate.

Mr. Hill adds that beyond the disclosures in the DIP Motion, that
the DIP Lender and the Debtor have a relationship beyond vendor
and customer.  The Committee requests an additional sixty (60)
days to investigate the relationship, and its possible impact on
the DIP
Loan.

Mr. Hill tells the Court that the carve out established in the
DIP Loan for estate professionals must be increased, and the
monies
set aside for such carve out must be left in the Debtor's estate
following a sale to allow an orderly conclusion to these cases
within chapter 11, not chapter 7.

                    About MP-Tech America, LLC

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MP-TECH AMERICA: EXIM Bank Asks Court to Reconsider DIP Loan
------------------------------------------------------------
The Export-Import Bank of Korea asks the Bankruptcy Court to
reconsider, alter or amend its order authorizing the Debtor to
obtain postpetition secured credit from Joon, LLC d/b/a Ajin USA.

Prepetition, the Bank entered into a loan agreement with the
Debtor giving rise to the indebtedness owed to the Bank by the
Debtor in this case.  In support of the Loan, MP Tech, Inc.,
pledged the entirety of its membership interests in the Debtor
to the Bank.  Export-Import Bank of Korea requests that the Court
expressly carve out from the DIP Order any finding of the
legitimacy or priority of liens in the Membership Interest held
by Ajin.

                    About MP-Tech America, LLC

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.


MT. ZION: Obtains Amendment to Cash Collateral Order
----------------------------------------------------
The Hon. Pamela Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the amendment of a fifth
order authorizing Mt. Zion Limited Partnership to use the cash
collateral of PNC Bank, National Association to Aug. 18, 2011.

As reported in the Troubled Company Reporter on May 6, 2010, the
bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments, which purportedly secures a
mortgage indebtedness of approximately $28,850,000.  The bank
also asserts a security interest in and lien upon the rents being
generated at the property.

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

In exchange for using the cash collateral, the bank will be
allowed to inspect, upon reasonable hours, the Debtor's books and
records.  The Debtor will maintain and pay premiums for insurance
to cover its assets from fire, theft and water damage.  The Debtor
will, upon reasonable request, make available to the bank evidence
of that which purportedly constitutes their collateral or
proceeds.  The Debtor will also property maintain the property in
good repair and properly manage the property.

                 About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-18075) on April 23, 2010.  David K Welch,
Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in
its restructuring effort.  The Company estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


NEXITY FINANCIAL: Wants Case Converted to Chapter 7 Liquidation
---------------------------------------------------------------
Nexity Financial Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to (i) convert its case to one under
Chapter 7 of the Bankruptcy Code; and (ii) to direct the U.S.
Trustee to appoint a Chapter 7 trustee.

The Debtor submits that conversion of the Chapter 11 case is
appropriate given its inability to confirm the prepackaged plan.
The Debtor adds that with the closing of Nexity Bank, the Debtor
has no remaining ability to reorganize.  Moreover, the Debtor does
not believe that the value of its remaining funds is sufficient to
fund the drafting and solicitation of a chapter 11 liquidating
plan, or to make any distributions to creditors thereunder.

The Debtor scheduled a June 29 hearing for their requested case
dismissal.  Objections, if any, are due June 22, at 4:00 p.m.

                About Nexity Financial Corporation

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.


NNN 2400: U.S. Trustee Unable to Form Committee
-----------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against NNN 2400 West Marshall
19, LLC have expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.

              About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy counsel.


NORCRAFT COS: S&P Ups Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Eagan, Minn.-based Norcraft Cos. LP to 'B' from 'B-'.
All ratings were removed from CreditWatch, where they were placed
with positive implications on May 23, 2011. The rating outlook is
stable.

"At the same time, we raised our issue ratings on the company's
$240 million (upsized) second-lien notes to 'B' (the same as the
corporate credit rating) from 'B-', and revised the recovery
rating on the notes to '4' from '3', indicating our expectation of
average (30% to 50%) recovery in the event of payment default,"
S&P said.

"We are also withdrawing our ratings on Norcraft Holdings LP, as
the parent company repaid all its outstanding debt with proceeds
from its recent refinancing," S&P continued.

"The upgrade reflects our view that the recent $60 million add-on
to Norcraft's senior secured notes due 2015 improved the company's
maturity profile, as the company used funds from the issuance to
repay its $53.7 million senior holding company notes due 2012,"
said Standard & Poor's credit analyst Megan Johnston. "In
addition, we think that credit measures are more in line with a
'B' rating, with total adjusted debt to EBITDA of about 6x for the
12 months ended March 31, 2011."

"The upgrade also reflects our expectation that Norcraft's
operating performance and liquidity are poised to strengthen over
the next 12 to 24 months as residential remodeling and new
construction markets improve modestly," added Ms. Johnston. "Our
economists expect that new residential construction end markets,
from which Norcraft drives approximately 40% of sales, will
improve to approximately 630,000 housing starts in 2011 with
further growth in 2012, up from 590,000 in 2010, which should
produce some lift in sales. In addition, we believe Norcraft will
likely benefit from its cost containment measures, despite rising
raw material prices. We expect repair and remodeling spending to
increase approximately 1% in 2011, which should help Norcraft to
maintain stable volumes in kitchen remodeling end markets, from
which the company derives approximately 60% of sales. Nonetheless,
spending on new homes and remodeled kitchens is closely tied to
employment and availability of consumer financing and consumer
confidence. These factors are expected to show minimal improvement
in 2011."

"Our ratings on Norcraft also reflect what we consider to be its
weak business risk profile, which includes participation in the
highly cyclical and competitive kitchen installation and
remodeling markets, its high exposure to new residential housing
starts, and its relatively small size and asset base," S&P said.

"The stable rating outlook reflects our expectation that end-
market demand for Norcraft's products will increase slowly as
residential construction and remodeling activity improve. As a
result, we believe that credit measures will remain in line with
the 'B' rating, with adjusted debt to EBITDA of about 6x for the
next several quarters. In addition, we expect liquidity, in terms
of cash, availability under the ABL facility and cash flow from
operations will likely remain sufficient to service any working
capital needs over the next several quarters," S&P continued.

"Although unlikely in the near term, we could take a positive
rating action if Norcraft experiences a greater-than-expected
increase in profitability because of a more robust recovery in
residential construction, such that debt to EBITDA trends closer
to 5x with positive earnings momentum. This could happen if total
housing starts reach 800,000, repair and remodeling spending grows
in the mid-single digits, and margins improve by approximately 150
basis points," S&P noted.

"We could take a negative rating action if total liquidity were to
fall below $20 million (due to funding of operating losses caused
by weaker remodeling spending or reduced availability under its
ABL facility) or if interest coverage were to fall below 1x. This
could occur if total housing starts fall below 500,000, repair and
remodeling spending turns negative, and margins decline by
approximately 250 basis points," S&P added.


NURSERYMEN'S EXCHANGE: Asks to Hire Lawyer for Labor Dispute
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Nurserymen's Exchange Inc.
has asked for bankruptcy court permission to hire a special legal
team to continue its fight against its employees' attempt to form
a union.

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.


ONTARIO BUSINESS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ontario Business Park, LLC
        120 El Camino Dr. #208
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-33696

Chapter 11 Petition Date: May 31, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Blake Lindemann, Esq.
                  433 N Camden Dr 4th Fl
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.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 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-33696.pdf

The petition was signed by Isaac Michael Bergman, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
1019 Gardena, LLC                      11-13695   01/28/11


OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions,
Inc., is a borrower traded in the secondary market at 87.38 cents-
on-the-dollar during the week ended Friday, June 3, 2011, an
increase of 0.69 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 212.5 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 18, 2014, and carries Moody's B1 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 211 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.


ORKNEY HOLDINGS: S&P Amends Rating on $850MM Series A Notes to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its unsolicited rating
on Orkney Holdings LLC's $850 million Series A notes to 'D' from
'B'.

"We had placed the rating on the notes on CreditWatch with
negative implications on April 20, 2011, because Scottish Re Group
Ltd. had entered into agreements to unwind the subject
transaction. Since then, the regulator has approved the
transaction, and Orkney has repurchased the notes. The settlement
resulted in noteholders receiving principal payments of
approximately $590 million. We have revised the rating on the
notes to 'D' because the noteholders received less than full
principal at the repurchase date," S&P stated.

The 'B' rating on the notes was based on a financial guaranty
insurance policy provided by MBIA Insurance Corp. As part of the
early redemption of the notes, the MBIA insurance policy was
terminated, and MBIA was not required to make any payments to the
noteholders to account for the difference between the
notes' outstanding balance and the $590 million of principal the
noteholders will receive. Because MBIA was not a party to the
repurchase offers, there was not any impact on the rating on MBIA.

Ratings List
                                  To              From
Orkney Holding LLC's Series A notes
                                  D               B/Watch Neg


OTTER TAIL: June 9 Hearing on Plan Solicitation Procedures
----------------------------------------------------------
BankruptcyData.com reports that Otter Tail Ag Enterprises filed
with the U.S. Bankruptcy Court a Third Amended Chapter 11 Plan of
Liquidation.

According to the Plan, "each holder of an Allowed Administrative
Expense Claim shall receive Cash from the Liquidation Account
equal to the lesser of (A) the unpaid portion of such Allowed
Administrative Expense Claim, without interest, and (B) such other
amount agreed to by such holder on the later of (i) the Effective
Date; (ii) the date such Allowed Administrative Expense Claim
becomes due and payable under the terms governing the transaction
underlying the Allowed Administrative Expense Claim; and (iii) as
soon as practicable after the subject Administrative Expense Claim
becomes Allowed. Claims for professional fees may be paid
consistent with prior orders of the Court, the local rules of the
Court, or upon approval by the Court, if required. To the extent
there are any unpaid Priority Tax Claims, each holder of a
Priority Tax Claim, shall receive payment in full in Cash from the
Liquidation Account on the Effective Date, or as soon as
practicable after the Priority Tax Claim becomes Allowed. The
Debtor is not aware of any Priority Tax Claims."

According to BData, the Company subsequently filed with the Court
a motion for an order approving procedures for the solicitation of
the beneficial holders of Subordinated Exempt Facility Revenue
Bonds Series 2007 issued by Otter Tail County and administered by
U.S. Bank National Association (as indenture trustee.  The claims
of the Revenue Bonds are classified among Class 1 of the Debtor's
Third Amended Chapter 11 Plan and are impaired.  The motion
explains, "Because the Debtor negotiated the key provisions of its
Plan with its primary creditor constituencies, including holders
of a majority of the Revenue Bonds outstanding, the Debtor is
confident that there is already sufficient support for
confirmation of the Plan among creditors who are entitled to
vote."

The Court scheduled a June 9, 2011 hearing to consider the
procedures motion.

                      About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 protection on Oct. 30, 2009
(Bankr. D. Minn. Case No. 09-61250).  Attorneys at Mackall,
Crounse & Moore, PLC, represent the Debtor in the Chapter 11 case.
Carl Marks Advisory Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


OXIGENE INC: Files Prospectus Supplement to Form S-3
----------------------------------------------------
OXiGENE, Inc., filed a prospectus supplement to its shelf
registration statement on Form S-3 previously filed with the
Securities and Exchange Commission relating to the sale of an
additional $6,110,000 of OXiGENE common stock from time to time
pursuant to the At Market Issuance Sales Agreement, dated July 21,
2010, by and between OXiGENE and McNicoll, Lewis & Vlak LLC, as
Agent.  The Company previously filed with the SEC a prospectus
supplement dated July 21, 2010, relating to the sale of 14,250,000
shares of common stock pursuant to the Agreement and a prospectus
supplement dated Jan. 31, 2011, relating to the sale of up to
$4,790,000 of OXiGENE common stock.  As of June 1, 2011, shares of
common stock in an aggregate offering amount of $9,073,571 have
been sold under the July 21, 2010, and Jan. 31, 2011, prospectus
supplements, and no further sales of shares will be made under
such prospectus supplements.  Sales of common stock under the
June 1, 2011, prospectus supplement will be made from time to time
as market conditions warrant, in OXiGENE's discretion.

                        About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
Ernst & Young noted that the Company has incurred recurring
operating losses and will be required to raise additional capital,
alternative means of financial support, or both, prior to Jan. 1,
2012 in order to sustain operations.  According to Ernst & Young,
the ability of the Company to raise additional capital or
alternative sources of financing is uncertain.

The Company's balance sheet at March 31, 2011, showed
$3.85 million in total assets, $2.80 million in total liabilities,
and $1.04 million in total stockholders' equity.


PBJT935927 2008: Case Summary & XX Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        7621 Reynolds Cir
        Hungtington Beach, CA 92647

Bankruptcy Case No.: 11-17646

Chapter 11 Petition Date: May 31, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

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

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-17646.pdf

The petition was signed by Paul C. Bissin, managing member.


PERKINS & MARIE: Delays Filing of Form 10-Q for April 17 Quarter
----------------------------------------------------------------
Perkins & Marie Callender's Inc. informed the U.S. Securities and
Exchange Commission that it is unable to file its Quarterly Report
on Form 10-Q for the fiscal quarter ended April 17, 2011, by the
Report's June 1, 2011, due date, nor can the Report be filed by
June 6, 2011, the extended due date of the Report, without
unreasonable effort and expense because, as previously reported,
the Company is unable to complete its annual audited financial
statements for the year ended Dec. 26, 2010, the balance sheet of
which is necessary in order to prepare the Company's financial
statements as at and for the fiscal quarter ended April 17, 2011.

                 About Perkins & Marie Callender

Perkins & Marie Callender's operates and franchises more than 600
full-service restaurants under the banners Perkins Restaurant &
Bakery and Marie Callender's Restaurant & Bakery. Its Perkins
chain, with about 480 locations, offers standard American fare for
breakfast, lunch, and dinner, along with fresh muffins, pies, and
cakes.  Many locations are open 24 hours a day.  Its Marie
Callender's chain boasts about 130 locations, offering traditional
comfort foods, along with fresh baked desserts.  Some 250 of the
restaurants are company-owned.  Perkins & Marie Callender's is
owned by private equity firm Castle Harlan.

The Company's balance sheet at Oct. 30, 2010, showed $290.0
million in assets, $506.4 million in total liabilities, and a
total deficit of $216.4 million.

                           *     *     *

As reported in the May 16, 2011 edition of the Troubled Company
Reporter, Moody's Investors Service revised Perkins & Marie
Callender's Probability of Default Rating to Ca/LD, reflecting the
limited default that has occurred with respect to the company's
10% Senior Unsecured Notes due 2013. The company's other ratings
were affirmed, including the Corporate Family Rating at Ca. The
rating outlook is negative.

Moody's does not anticipate upward rating momentum in the near
term given the operating environment and the high likelihood the
company will file for bankruptcy or undertake a distressed debt
exchange. A balance sheet restructuring that materially lowers
debt levels and improves liquidity could lead to an upgrade.

In the May 18, 2011, edition of the TCR, Perkins & Marie
Callender's Inc. didn't make a $9.5 million interest payment
during the 30-day grace period on $190 million in 10% senior
unsecured notes due Oct. 1, 2013.  The payment was due April 1.
The Company anticipates not making the interest payment due May 31
on the $132 million in 14% second-lien bonds due May 2013.


PETROFLOW ENERGY: Closes Global Settlement Transaction
------------------------------------------------------
Petroflow Energy Ltd. and its subsidiaries, North American
Petroleum Corporation USA and Prize Petroleum LLC disclosed the
closing of its settlement with its secured lenders and its former
partner, Equal Energy Ltd. and Equal's subsidiaries.  Under the
Settlement Agreement and its associated purchase and sale
agreement, Petroflow sold its Hunton assets in Oklahoma to Equal
and settled all outstanding legal matters and other claims among
Petroflow, Equal, and Petroflow's secured lenders.  As part of the
settlement Petroflow retains approximately fifty percent of the up
hole rights in the leases held by the Hunton assets as well as
operatorship of those assets.  The up hole zones retained by
Petroflow consist of light oil opportunities including the
Mississippi, Redfork and Oswego formations.  Petroflow currently
expects to commence its development program in the early fall of
2011.

"The Settlement is a major step for the company and its
stakeholders towards its emergence from bankruptcy as it fully
satisfied the company's bank debt and resolved any and all alleged
claims by Equal while maintaining significant upside reserves in
the existing leasehold.  The settlement helps us unlock the
company's value and enables the company to continue towards
completion of the next phase of its chapter 11 reorganization,"
said Petroflow CEO, Richard Menchaca.

                    About Petroflow Energy

Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter
11 bankruptcy protection on Aug. 20, 2010 (Bankr. D. Del. Case No.
10-12608).  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, represents the Debtor as its Delaware counsel.
Kirkland & Ellis LLP serves as bankruptcy counsel.  Kinetic
Advisors LLC serves as restructuring advisor.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtor estimated
both assets and debts of between $100 million and $500 million

Petroflow sought recognition of the U.S. chapter 11 proceedings
from the Alberta Court of Queen's Bench under the Companies'
Creditors Arrangement Act in Canada, and had its chapter 11 case
jointly administered with those of its two chapter 11 debtor
affiliates under the caption "In re North American Petroleum
Corporation USA, Case # 10-11707 (CSS)."

Petroflow Energy is the parent of Denver, Colorado-based North
American Petroleum Corp. USA and Prize Petroleum Corp.  North
American Petroleum and Prize Petroleum filed for Chapter 11
bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos.
10-11707 and 10-11708).  North American estimated its assets and
debts at $100 million to $500 million as of the Petition Date.


PHILADELPHIA RITTENHOUSE: Appeals Bankruptcy Case's Dismissal
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Philadelphia Rittenhouse
Developer LP is appealing a recent decision by a bankruptcy judge
dismissing its Chapter 11 proceedings and siding with lender iStar
Financial Inc., the developer's foe in the case.

As reported in the Troubled Company Reporter May 30, 2011,
Bankruptcy Judge Stephen Raslavich dismissed the Chapter 11 case
of Philadelphia Rittenhouse Developer, L.P., at the behest of the
Debtor's mortgagee, iStar Tara LLC.  iStar sought dismissal of the
Chapter 11 case for cause, including a lack of good faith, or, in
the alternative, relief from the automatic stay.

The Court also denied a request by the Debtor for authority to use
cash collateral.

The Court held that the Debtor's Plan fails to provide adequate
protection to iStar, either pre or post confirmation, and that the
Plan is patently unconfirmable.  The Debtor has no other source of
funds, and that for want of adequate protection, stay relief in
this single asset realty case is justified.

                 About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.


PRIDE INT'L: Moody's Upgrades Notes Ratings to 'Baa1' from 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the senior notes of Pride
International, Inc. to Baa1 from Ba1. Moody's also withdrew
Pride's Ba1 Corporate Family Rating and all other issuer ratings
for Pride. These rating actions follow Ensco plc's (Ensco)
acquisition of Pride and execution of an unconditional and
irrevocable guarantee of Pride's senior notes. The outlook is
stable. This concludes the ratings review of Pride that was
initiated on Feb. 7, 2011.

RATINGS RATIONALE

The guarantee issued by Ensco makes the Pride senior notes
effectively pari passu with Ensco's senior unsecured debt.
Consequently we have upgraded Pride's senior notes to Baa1,
consistent with Ensco's senior unsecured ratings. The Baa1 senior
unsecured ratings are supported by Ensco's increased scale
following the Pride acquisition, tempered by the significant
increase in financial leverage. With the addition of Pride's
fleet, Ensco will be the world's second largest provider of
offshore drilling rigs and will have greater exposure to the more
durable deep and ultra-deepwater drilling markets. Moody's expects
meaningful leverage reduction over the course of 2011 and 2012
through increased earnings and debt reduction. This expectation is
supported by the company's combined pro forma backlog of $10
billion and Ensco's long track record of conservative financial
policies.

If Debt/EBITDA does not trend towards 2.0x in 2012 as expected,
then a negative outlook or ratings downgrade could occur. Risks to
expected leverage reduction include a decline in dayrates for the
industry, increased capital spending for additional newbuilds
and/or shareholder friendly initiatives. Conversely, an upgrade
could be considered if leverage were to fall below 2.0x with the
expectation that it would remain below that level going forward.

The principal methodology used in rating Pride International was
the Global Oilfield Services Rating Methodology, published
December 2009.

Ensco plc is an international offshore drilling company
headquartered in London, England. Pride International, Inc. is a
wholly owned subsidiary of Ensco.


QIMONDA AG: Administrator Reaches Settlement Deal With Elpida
-------------------------------------------------------------
Dr. Michael Jaffe, the insolvency administrator over the estate of
Qimonda AG, reached a settlement and license agreement with the
Japanese memory chip manufacturer Elpida Memory, Inc., Tokyo.

Insolvency proceedings over the estate of Qimonda AG were opened
on April 1, 2009 at the Munich District Court and Dr. Michael
Jaffe was appointed insolvency administrator.  Qimonda AG markets
one of the largest semiconductor IP portfolios in the world
including some 4,500 patent families.

The settlement and license agreement allows Elpida to use
Qimonda's patents world wide.  Elpida will withdraw from
litigation pending in the U.S. between Qimonda's administrator and
several semiconductor and information-technology manufacturers.

This settlement is the first resolution of claims brought by
licensees of Qimonda AG's patent portfolio.  After a U.S.
Bankruptcy Court recognized Qimonda AG's German insolvency
proceedings as a foreign main proceeding under Chapter 15 of the
US Bankruptcy Code, a group of licensees, including Elpida,
Samsung Electronics Co., Ltd., Intel Corp., Infineon Technologies
AG, Micron Technology Inc., Hynix Semiconductor Inc., IBM Corp.
and Nanya Technology Corp., asserted that the U.S. Bankruptcy
Court should order that licenses shall continue with respect to
Qimonda's U.S. patents under U.S. law, despite the insolvency
administrator's election of non-performance under German law. That
proceeding - from which Elpida will now withdraw as an objector -
is still pending.

The terms and conditions of the license and the settlement amount
are confidential.

                       About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


QUANTUM FUEL: Senior Lenders Demand $808,684 Under Term Note B
--------------------------------------------------------------
On May 20, 2011 and May 23, 2011, the Company's senior lender
demanded payment of $500,000 and $308,684 (for an aggregate demand
of $808,684) 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 101,513 shares on June 2, 2011, in
payment of the demand made on May 20, 2011, and will deliver
60,629 shares on or before June 7, 2011, in payment of the demand
made on May 23, 2011.  Upon delivery of the shares in payment of
the May 23, 2011 demand, Term Note B will be paid in full.

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.


R & S ST. ROSE: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
R & S St. Rose Lenders, LLC, has asked authorization from the U.S.
Bankruptcy Court for the District of Nevada its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $12,041,574
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $19,688,291
                                 -----------      -----------
        TOTAL                    $12,041,574      $19,688,291

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973).  Zachariah Larson,
Esq., and Sarah Larson, Esq., at Larson & Stephens, LLC, in
Las Vegas, serve as bankruptcy counsel.


R & S ST. ROSE: Taps David J. Merrill, P.C. as Special Counsel
--------------------------------------------------------------
R & S St. Rose Lenders, LLC, ask the U.S. Bankruptcy Court for the
District of Nevada to employ David J. Merrill, P.C. as special
counsel.

Merrill will assist Larson & Stephens, LLC, the Debtor's counsel,
to, among other things:

   -- assist the Debtor in developing legal positions and
      strategies with respect to all facets of these proceedings;

   -- advise the Debtor of its state court rights and obligations
      and performance of its duties during administration of this
      bankruptcy action; and

   -- represent the Debtor in all litigation proceedings before
      the Court or before other courts with jurisdiction over the
      Debtor.

The hourly rates of Merrill's personnel are:

         David J. Merrill               $350
         Paralegal                      $125

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

The Debtor is represented by:

         Zachariah Larson, Esq.
         Shara Larson, Esq.
         LARSON & STEPHENS
         810 S. Casino Center, Blvd., Suite 104
         Las Vegas, NV 89101
         Tel: (702)382-1170
         Fax: (702) 382-1169
         E-mail: zlarson@lslawnv.com

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973).  Zachariah Larson,
Esq., and Sarah Larson, Esq., at Larson & Stephens, LLC, in
Las Vegas, serve as bankruptcy counsel.


RADIANT OIL: Incurs $231,500 Net Loss in March 31 Quarter
---------------------------------------------------------
Radiant Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $231,511 on $151,880 of total revenues and other
income for the three months ended March 31, 2011, compared with a
net loss of $150,924 on $53,784 of total revenues and other income
for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $3.23
million in total assets, $6.81 million in total liabilities and a
$3.58 million total Radiant Oil & Gas stockholders' deficit.

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

                        http://is.gd/Hltbbl

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.

The Company reported a net loss of $2.97 million on $169,649 of
oil and gas revenue for the year ended Dec. 31, 2010, compared
with a net loss of $1.27 million on $106,502 of oil and gas
revenue during the prior year.

As reported by the TCR on April 25, 2011, MaloneBailey LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has recurring losses from operations and
has a working capital deficit.


RADIENT PHARMACEUTICALS: Addresses Default of FY2010 Notes
----------------------------------------------------------
Radient Pharmaceuticals Corporation has filed an 8K with the
Securities and Exchange Commission reporting it received an event
of default notice from two of the note holders of private
financings RPC completed between March 22, 2010, and April 26,
2010, pursuant to which such holders' notes will become
immediately due and payable.

RPC is currently negotiating a settlement with the two note
holders who allege they are owed approximately $1,306,619 for
their portion of the notes including principal, accrued interest
and penalties.  These two note holders submitted default notices
to RPC demanding payment of the note in full by June 1, 2011, but
due to the current negotiation settlement discussions the parties
are not requiring such payment on June 1, 2011.  As of June 1,
2011, RPC has not yet completed a settlement with these note
holders and RPC is not aware that any legal action has been
instituted regarding this default.

RPC was required under the terms of the 2010 Debt Financing to
obtain stockholder approval for the shares underlying the
securities issued pursuant to the 2010 Debt Financing by a certain
date; failure to do so constitutes an Event of Default under the
terms of the notes issued pursuant to the 2010 Debt Financing.
Due to the SEC's review of the related proxy statement and
periodic reports that RPC was required to submit to its
shareholders with such proxy statement, the Company was unable to
hold a meeting and obtain the required shareholder approval until
after such required date.  Such failure led the two note holders
to submit the notice of default discussed herein.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $856,960 in
total assets, $53.75 million in total liabilities and a $52.89
million total stockholders' deficit.

As reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RASER TECHNOLOGIES: Wins Approval of $12.5 DIP Loan; Abandons Sale
------------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Richard Bernard, an attorney for the official
committee representing unsecured creditors in Raser Technologies
Inc.'s case, said the Debtor won final approval to tap its
bankruptcy loan -- now $12.5 million -- after satisfying unsecured
creditors' complaints by modifying the financing package and
abandoning plans to pursue a sale alongside its plan process.

According to DBR, in an interview Thursday, Mr. Bernard said that
the final financing deal folds in several changes negotiated
between the key players in the case, altering the loan itself and
setting the company on course to implement a reorganization plan,
rather than a sale of the company's equity, to effectuate a
restructuring.

DBR recounts that Raser -- alongside plan sponsors and bankruptcy
lenders Linden Advisors LP, Tenor Capital Management Co. and Aria
Opportunity Fund Ltd. -- originally set out to enact a joint sale-
plan process, whereby it would pursue a reorganization plan and
sale of the reorganized company's equity side-by-side. The
original bankruptcy loan deal incorporated certain sale
milestones, but the new one "de-links" the loan from the now-
abandoned sale process.

"It's just clearer now which path we're proceeding on," Mr.
Bernard said.

The loan was increased from an initial amount of $8.75 million.
DBR reports the extra money will flow straight to Raser's
operations.  The new loan also features a lower interest rate and
reduced fees, plus an extended term -- the outside maturity date
now falls in September.

DBR relates the unsecured creditors committee had accused Raser of
embarking on a "rapid fire restructuring" that was poised to only
benefit the company's lenders.  They claimed the financing deal
brought the company minimal cash in exchange for ceding "complete
control of these cases" and took aim at the loan's high fees and
interest rates.  The creditors were also concerned about the
proposed sale, which they felt was "too limiting," according to
Mr. Bernard, since it only proposed to sell equity in the
reorganized Raser.

                   About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RCB DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RCB Distributing, Inc.
        dba R & B Sales, Inc.
        11910 Shiloh Road, Suite 190
        Dallas, TX 75228

Bankruptcy Case No.: 11-33479

Chapter 11 Petition Date: May 31, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33479.pdf

The petition was signed by Richard Self, president.


REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 94.92 cents-on-the-
dollar during the week ended Friday, June 3, 2011, an increase of
0.85 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 211 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities, and a $1.30
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the US.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REGEN BIOLOGICS: Sues FDA Seeks Restoration of Knee-Device OK
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that ReGen Biologics Inc. has
sued the U.S. Food and Drug Administration while seeking to
restore approval for a knee-repair device.

                     About ReGen Biologics

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REITTER CORP: Wants Until June 24 to File Amended Plan Outline
--------------------------------------------------------------
Reitter Corporation asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend until June 24, 2011, its time to
Amended Disclosure Statement explaining the proposed plan of
reorganization, and that the hearing scheduled for June 28, be
vacated or converted to a status conference.

The Debtor relates that it is still awaiting for the approval of
appointment of CPA Luis Carrasquillo.  Mr. Carrasquillo will prove
the feasibility of its proposed plan.  The Debtor understands that
Mr. Carrasquillo must conclude its
assessment of its plan within 30 days after his
approval.

As reported in the March 18, edition of the Troubled Company
Reporter, the Debtor filed with the Court a proposed Chapter 11
plan of reorganization and a disclosure statement explaining the
plan.

Under the plan, Reitter proposed to make payments to its creditors
which primarily consist of:

   (i) payment of all administrative expenses on the later of the
       effective date of the plan and the date those claims become
       allowed;

  (ii) monthly payment of 100% of all allowed priority tax claims
       to be made within the sixth year of the date of assessment
       of each particular claim;

(iii) payment of 100% of all claims from holders of executory
       contracts that are being assumed by Reitter;

  (iv) payment of approximately 2.8% of allowed unsecured claims
       in 60 monthly payments to begin 30 days after the effective
       date of the plan;

Reitter will also continue to pay its secured creditor, Banco
Popular, under an agreed upon payment scheme.

The effective date of the proposed plan will be 120 days after an
order confirming the plan is final and unappealable.

The Debtor is represented by:

         Alexis Fuentes-Hernandez, Esq.
         FUENTES LAW OFFICES
         P.O. Box 9022726
         San Juan, PR 00902-2726
         Tel: (787) 722-5215
         Fax: (787) 722-5206
         E-Mail: alex@fuentes-law.com

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.


REXAIR LLC: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Rating Services affirmed all ratings, including
its 'B' corporate credit rating, on Troy, Mich.-based manufacturer
of home cleaning systems Rexair LLC. The ratings were subsequently
withdrawn at the company's request.


ROCHA DAIRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rocha Dairy, LLC
        aka Rocha Farms
        3164 South 2050 East
        Wendell, ID 83355

Bankruptcy Case No.: 11-40836

Chapter 11 Petition Date: May 25, 2011

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  ROBINSON, ANTHON & TRIBE
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

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

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

The petition was signed by Elcidio Rocha, member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wolfe Brothers Inc                              $337,849
PO Box 398
Grand View, ID 83624

JD Heiskel               Purchase of Grain      $255,274
PO Box 839               of Cow Feed
Wendell, ID 83355

Mary Lou Alves                                  $200,000
517 Travelers Way
Twin Falls, ID 83301

Evans Grain, Feed        Grain Purchases of     $153,556
and Seed                 Cow Feed

Standlee Hay Company     Hay Purchases          $119,000

Kurt Wiersma Trucking    Hay Purchases          $102,227

Evans Mineral &          Purchase of Minerals   $92,428
Nutrition                for Cow Feed

Valley Co-op             Supplies, Fuel &       $84,005
                         Minerals

Jeff Lund                Hauling Silage         $54,084

High Mountain Hay, LLC   Hay Purchases          $52,020

Progressive Bovine                              $42,018
Supply

Blue Mud, Inc.           Straw                  $37,000

PHI Financial            See Purchases          $30,157

Standley & Co.           Parts & Service        $28,253

Paul S. Niehaus DVM                             $23,135

David Freer                                     $22,000

Walco                                           $21,719

Pat M. Richards                                 $21,300

Dick's Dairy Supply                             $19,828

Van Dyk Truck Parts                             $16,115


ROCK-TENN CO: S&P Lowers Rating on Senior Notes to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Norcross, Ga.-based Rock-Tenn Co. to 'BBB-' from 'BBB'.
The rating outlook is stable.

"At the same time, we lowered the issue-level rating on the
company's senior notes due 2011 and senior notes due 2013 to 'BB+'
(one notch lower than the corporate credit rating) from 'BBB'.
Also, we are affirming the 'BBB-' issue-level rating on the
company's senior unsecured notes due 2016," S&P stated.

"We removed all ratings on the company from CreditWatch where they
were placed with negative implications on Jan. 24, 2011," S&P
continued.

"Concurrently, we raised the corporate credit rating on Smurfit-
Stone Container Corp. to 'BBB-' (the same as Rock-Tenn) from 'BB-
'. We removed all the ratings on Smurfit-Stone 's from CreditWatch
with positive implications, where they were placed on Jan. 24 and
subsequently withdrew the ratings. In addition, we withdrew the
issue-level ratings on Smurfit-Stone's existing term loan and
Rock-Tenn's existing senior secured credit facilities, which have
been repaid and refinanced," S&P said.

The rating actions follow Rock-Tenn's announcement that it has
completed the Smurfit-Stone acquisition in the expected manner.

"The downgrade on Rock-Tenn reflects our view that the completed
acquisition represents a significant increase in Rock-Tenn's
leverage, which was approximately 2x for the trailing 12 months
ended March 31, 2011," said Standard & Poor's credit analyst
Tobias Crabtree. "In addition, such a sizable transaction presents
inherent execution, customer, operational, and technology
risks. Based on the financing and the recent operating
performances of each company, we anticipate pro forma adjusted
leverage (including pension and operating lease adjustments) for
the combined entity would likely remain above 3x for fiscal 2011,
a level we would consider to be more in line with the 'BBB-'
rating given our view of the combined entity's satisfactory
business risk profile. Nevertheless, the increased leverage and
integration risks given the size of the transaction are somewhat
mitigated by our view of the combined company's generally good
ability to generate cash flow. Based upon our anticipated pro
forma adjusted EBITDA level of at least $1.4 billion for
fiscal 2011, we would expect the combined entity to be able to
modestly repay its debt after considering Smurfit-Stone's
substantial pension funding needs, consolidated capital
expenditures of $300 million to $350 million, and dividends."

"The stable rating outlook reflects our view that Rock-Tenn's
operating performance over the next 12 to 18 months will allow it
to be able to modestly repay its debt resulting in credit measures
remaining consistent with an intermediate financial risk profile.
Based on our assumptions that pro forma adjusted EBITDA could be
maintained above $1.4 billion over the next 12 to 18 months, we
believe adjusted leverage could approach 3x by the end of fiscal
2011 and further decline thereafter. In addition, the outlook
incorporates our view that management remains committed to
maintaining an investment grade credit profile," S&P stated.

S&P continued, "A negative rating action could occur if we
believed that the company's credit measures or financial policy
were to be consistent with a significant financial risk profile
absent a change in our business risk assessment. This could result
from difficulties absorbing Smurfit-Stone's operations, a
materially weaker-than-expected operating performance, or a more
aggressive financial policy relative to shareholder returns or
growth initiatives resulting in adjusted EBITDA in the high-3x
area on a sustained basis."

A positive rating action is possible if better-than-expected
market conditions and realized synergies were to result in
greater-than-expected free cash flow generation and accelerated
debt repayment. "Considering its satisfactory business risk
profile, we would consider a positive rating action if adjusted
debt to EBITDA declines to the low-2x area and adjusted FFO to
debt exceeds 30% and we think that it will likely be sustained at
that level," S&P said.


ROUND TABLE: Taps Frank Rimerman to Audit and Do Accounting Tasks
-----------------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Frank, Rimerman & Co. as an ordinary course of business
professional.

Frank Rimerman will prepare and audited financial reports
required by applicable Franchise Laws, ESOP laws and Round Table's
credit facility with GECC/Prudential.  Frank Rimerman will also
file tax returns with State and Federal governments.

The Debtors also ask the Court to will pay ordinary course
professionals without the submission of fee applications (except
for a potential final fee application), and to excuse ordinary
course professionals from the requirements of the Court's
Professional Compensation Guidelines.

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

                      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.  Round Table
disclosed $1,066,524 in assets and $35,625,649 in liabilities as
of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee.


ROUND TABLE: Wants First Bankers as ESOP Trustee
------------------------------------------------
Round Table Pizza Inc., et al., are asking the U.S. Bankruptcy
Court for the Northern District of California to order the
appointment of a discretionary, independent, and institutional
ESOP Trustee in their Chapter 11 cases.  A hearing was scheduled
for June 3.

The Debtors asked authorization to employ First Bankers Trust
Services, Inc., an Illinois corporation, as the trustee for the
Round Table Restated Employee Stock Ownership Plan and Trust and
to approve certain amendments to the ESOP's plan document and a
new Trust Agreement for the ESOP.

The Debtor also sought an order approving the employment and
payment of FBTS as substitute ESOP Trustee.

The Debtors related that ESOP is designed and intended as a
benefit for Round Table's eligible employees and their
beneficiaries.  The ESOP participants and beneficiaries are
beneficial owners of Round Table and the ESOP Trust is the
legal owner of Round Table.  GreatBanc Trust Company is the
directed trustee of the ESOP; however, it has the responsibility
under the Employee Retirement Income Security Act of 1974, as
amended, to refrain from following the directions of the
ESOP Administrative Committee if they are not proper under ERISA.

According to the Debtors, as a realistic matter, adequate
representation can be afforded the ESOP participants and
beneficiaries only if the expenses of the ESOP trustee and the
ESOP's professionals are afforded administrative expense priority.
The Debtors added that a formal equity committee could be
established, but Round Table believed it more appropriate simply
and directly to grant the reasonable fees and costs of the ESOP
Trustee and the ESOP's professionals administrative claim status.

All of Round Table's capital stock is legally owned by the ESOP
and the only person authorized to act on behalf of the ESOP - that
is, the only equity holder - is the ESOP Trustee.  The ESOP
participants and beneficiaries simply have no legal ownership
interest in the Round Table capital stock - they are beneficial
owners of the stock.

                         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.  Round Table
disclosed $1,066,524 in assets and $35,625,649 in liabilities as
of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table
Development Company, and Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUND TABLE: Taps Hinman & Carmichael to Assist in Beverage Law
---------------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Hinman & Carmichael LLP as Beverage Law counsel.

Hinman & Carmichael will advise the Debtor to ensure that it
complies fully with all applicable Beverage Laws.  Round Table
operates approximately 128 stores in several states, all of which
sell beer and wine.  Each state maintains a system of laws
governing the sale of alcoholic beverages, including laws
governing the licensing of sellers, the disposal of inventory,
drinking ages and other matters.

The Debtors also ask the Court to will pay ordinary course
professionals without the submission of fee applications (except
for a potential final fee application), and to excuse ordinary
course professionals from the requirements of the Court's
Professional Compensation Guidelines.

To the best of the Debtors' knowledge, Hinman & Carmichael is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      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 Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


ROUND TABLE: Taps McNutt Law and St. James Law as Co-Counsel
------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza Inc.,
et al., to employ McNutt Law Group LLP, and St. James Law, P.C.,
as co-counsel.

As reported in the Troubled Company Reporter on March 16, 2011,
the firms will be assisting the Debtors with respect to:

   1) The requirements of the Bankruptcy Code respecting its
      operation as a Debtor in Possession;

   2) The requirements of the Office of the United States Trustee
      respecting operating matters and the filing of reports;

   3) The administration of claims, including the evaluation of
      timely filed Proofs of Claim;

   4) The treatment of executory contracts, including the leases
      of its 128 company owned stores and its franchise agreements
      governing more than 300 franchised stores;

   5) The treatment of GECC / Prudential, which holds liens
      encumbering substantially all of Round Table's pre-petition
      assets;

   6) The possibility of a sale of substantially all of Round
      Table's assets;

   7) The formulation and prosecution of a Plan of Reorganization;
      and

   8) To provide it with general counsel and representation in the
      course of its Chapter 11 proceedings.

The McNutt's professionals and their current hourly rates:

      Designations                Hourly Rates
      ------------                ------------
      Partners                     $495-$525
      Associates                   $325-$395
      Of Counsel                      $450
      Paralegals & Law Clerks      $100-$160

Michael St. James, Esq., at St. James Law, charges $565 per hour
for services rendered.

The Debtor assured the Court the firms are "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

The firms can be reached at:

         MCNUTT LAW GROUP LLP

         Scott H.Mcnutt, Esq.
         Shane J. Moses Esq.
         Marianne M. Dickson, Esq.
         188 The Embarcadero, Suite 800
         San Francisco, CA 94105
         Tel: (415) 995-8475
         Fax: (415) 995-8487

         ST. JAMES LAW, P.C.
         Michael St. James, Esq.
         155 Montgomery Street, Suite 1004
         San Francisco CA 94104
         Tel: (415) 391-7566
         Fax: (415) 391-7568

                      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.  Round Table
disclosed $1,066,524 in assets and $35,625,649 in liabilities as
of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table
Development Company, and Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUND TABLE: Committee Taps Bailey Elizondo as Financial Advisor
----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized the Official Committee
of Unsecured Creditors in the Chapter 11 cases of Round Table
Pizza, Inc., et al., to retain Bailey, Elizondo & Brinkman, LLC as
its financial advisor.

BEBLLC is expected to, among other things:

   -- advise the Committee with regards to the proposed use of
      cash collateral, and, in the event required, analyze any
      potential debtor-in-possession financing;

   -- analyze and advise the Committee with regards to the
      rejection of executory contracts and the closing of any
      stores or leasehold dispositions; and

   -- analyze and assess bids related to the potential sale of
      assets, and assist the Committee in identifying potential
      buyers.

Bill Brinkman, a principal of BEBLLC which maintains an office at
2500 Camino Diablo, Suite 110, Walnut Creek, California, assured
the Court that BEBLLC is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      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.  Round Table
disclosed $1,066,524 in assets and $35,625,649 in liabilities as
of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


ROUND TABLE: Taps Littler Mendelson to Assist on Employment Law
---------------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Littler Mendelson P.C. to advice on employment law matters.

The Debtors relate that prepetition, employees at a company store
in Fresno caused the Federal EEOC to commence an investigation
into allegations of discrimination, and Round Table retained
Littler to represent it in response.  It is unclear whether the
EEOC investigation will continue post-bankruptcy.

Littler will also represent the Debtor in connection with
employment law disputes.

The Debtors also ask the Court to will pay ordinary course
professionals without the submission of fee applications (except
for a potential final fee application), and to excuse ordinary
course professionals from the requirements of the Court's
Professional Compensation Guidelines.

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

                      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 Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant,
and Hinman & Carmichael LLP as Beverage Law counsel.  Round Table
disclosed $1,066,524 in assets and $35,625,649 in liabilities as
of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


ROUND TABLE: Taps Johanson Berenson as ESOP Trustee Counsel
-----------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Johanson Berenson LLP as an ESOP counsel.

Johanson Berenson will advice Round Table's Employee Stock Option
Plan to ensure that it appropriately addresses its duties.  The
ESOP has been Round Table's principal shareholder since the 1990s,
and has been its sole shareholder for more than a decade.  The
ESOP is an independent appraiser valued Round Table at $45 million
approximately one year ago.

The Debtors also ask the Court to will pay ordinary course
professionals without the submission of fee applications (except
for a potential final fee application), and to excuse ordinary
course professionals from the requirements of the Court's
Professional Compensation Guidelines.

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

                      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 Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee.


ROUND TABLE: Taps Huntley Mullaney as Real Estate Consultant
------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza Inc.,
et al., to employ Huntley, Mullaney, Spargo & Sullivan Inc. as
real estate consultant.

As reported in the Troubled Company Reporter on March 16, 2011,
the firm will negotiate with the landlords of closed stores,
seeking to liquidate their claims for stub rent, and rejection
damages on favorable terms.

In order to provide the greatest incentive to the firm, the Debtor
negotiated an agreement through which substantially all of the
firm's compensation is structured as a commission based on savings
achieved.  Specifically, the firm's compensation is as follows:

   1) A flat fee of $7,500 per month, 50% of which will be
      credited against Incentive compensation; and

   2) Incentive compensation for leases retained in the amount of
      14% of reductions in the Lease Obligation achieved or new
      capital contributions provided by the landlord, and

   3) Incentive compensation for rejected leases in the amount of
      10% of claim reductions achieved.

The incentive compensation is to be paid in two installments: 50%
upon entry of a Court order assuming the lease and implementing
the transaction and 50% upon the effective date of the Plan of
Reorganization.  The firm recognizes that leases are not likely to
be assumed until much later in the case.

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

                      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 Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant,
Littler Mendelson P.C. to advice on employment law
matters, and Hinman & Carmichael LLP as Beverage Law counsel.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


SAGUARO RANCH: Arizona Court Rejects 3rd Amended Plan
-----------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell denied confirmation of the
third amended plan of reorganization of Saguaro Ranch Development
Corporation and its debtor-affiliates.  Judge Hollowell said the
argument by the Official Committee of Unsecured Creditors over the
many benefits of the Debtors' Plan was compelling, but not
sufficient.  The Bankruptcy Code requires more than a reasonable
proposal from a debtor to its impaired secured creditor.
According to Judge Hollowell, the Debtors must propose a feasible
plan that provide prepetition lenders Kennedy Funding Inc. and
Anglo-American Financial, LLC, with the indubitable equivalent of
their claim.  The Third Plan fails to do so.

The Debtors proposed the 3rd Plan on March 16, 2011.  The 3rd Plan
proposes to pay Kennedy's Sec. 1111 (b)(2) claim by paying
$17,250,000 over five years at 6% interest.  The complete payoff
of $28+ million, which the Debtors assert is the full amount of
Kennedy's Sec. 1111 (b)(2) claim, will occur at the end of year
seven of the nine-year plan term.  Plan payments are to be made
from the net proceeds of 131 lot sales.  Average lot sales are
estimated at $500,000 in year one and increase by 5% a year
thereafter.  The plan assumes 20 sales in year one and 15 sales
between years two and eight.  Lot release prices are set at
approximately $214,000, which is roughly 43% of the average lot
sales price. The 3rd Plan also provides for minimum payments to be
made to Kennedy in years one through five in the event that lot
sales do not meet the Debtors' projections.

In late 2005, Saguaro Ranch borrowed $50 million from Kennedy to
finance the improvements and infrastructure needed to develop the
Debtors' master planned luxury community. Between 2004 and 2008,
lots sold for an average price of over $1 million.  However, with
the onset of the "Great Recession," the Project floundered.  There
have been no lot sales during the pendency of the Chapter 11
cases.

For over two years, the Debtors have attempted to reorganize or
reach a consensual agreement with Kennedy. In 2010, the Debtors
and Kennedy engaged in mediation efforts.  When the mediation
failed, the Debtors attempted to confirm a plan of reorganization
over Kennedy's objection.  Shortly before the commencement of the
hearing, the Debtors proposed a second amended plan.  The Court,
however, denied the Plan and granted Kennedy stay relief.  The
Debtors appealed the stay relief order, but there is no stay of
the appeal.  Kennedy's Trustee's Sale is set for June 9, 2011.

Under the 3rd Plan, the source of the funds for the Minimum
Payments is listed as "any other source available to the Debtors."
The Debtors' owner, Steven Phinny, testified that he held a
partnership interest worth $4 million, which he would assign to
Kennedy to assure that the Minimum Payments are made.

The 3rd Plan provides for a cash infusion of $3 million from Mr.
Phinny's mother. Pursuant to a stipulation with Pima County,
approximately $900,000 of that amount is to be dedicated to pay
pre-petition real property taxes.  As a result of that
stipulation, Pima County voted to accept the Plan, giving the
Debtors an additional accepting class.  The balance of the new
cash infusion will be used to pay for development costs due to the
City of Marana and other operating costs.

The 3rd Plan provides for the sale of all but 10 acres of Lot 50,
the so-called "casita lot," for $3,250,000.  Kennedy will retain
its lien on the remaining 10 acres and will also receive the net
sale proceeds after payment of $250,000 in outstanding real
property taxes.

Evidentiary hearings on that plan were held in mid-May 2011.
Counsel for the Unsecured Creditors' Committee pointed to the many
benefits of plan confirmation, including payment of pre-petition
taxes and a distribution of cash to Kennedy of more than $5
million from the closing of 10 lots in escrow, and from the sale
of so-called Lot 50.  Confirmation would also mean the continued
employment of people who work at the Project and assure that the
Project would remain an environmentally sensitive development in
some of the most beautiful desert in Southern Arizona.

Judge Hollowell said notwithstanding the efforts of the Debtors,
their lawyer and the lawyer for the Unsecured Creditors Committee,
the Debtors' latest plan cannot be confirmed.

A copy of the Court's June 1, 2011 Memorandum Decision is
available at http://is.gd/W7qFRlfrom Leagle.com.

                        About Saguaro Ranch

Saguaro Ranch Development Corporation and its affiliates own over
1,000 acres of land in the Tortolita Mountains outside of Tucson.
The Property was acquired over a 10-year period by Steven Phinny
and members of his family who have collectively invested over $30
million in its acquisition and development.  Mr. Phinny's vision
was to create a master planned luxury community with maximal open
space and minima] impact on the environment.  The original
business plan was to develop and sell roughly 180 four to five
acre lots to buyers who would build custom houses on the improved
lots.  The Project was to be developed in stages and included
plans for a restaurant, stables, a spa facility, a horse ranch,
tennis courts, hiking and riding trails, and one large lot, which
Mr. Phinny originally planned to develop as 63 casitas.

Saguaro Ranch Development Corporation, PCC Investments, LLC,
Saguaro Guest Ranch Management Corporation, Saguaro Ranch
Investments, LLC, and Saguaro Ranch Real Estate Corporation filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 09-02490,
09-02484, 09-02489, 09-02492, and 09-02494) in February 2009.


SALLY HOLDINGS: Agrees to Settle L'Oreal Litigation
---------------------------------------------------
Sally Beauty Holdings, Inc., the indirect parent company of Sally
Holdings LLC, announced that the Company's Beauty Systems Group
LLC and Armstrong McCall, L.P., subsidiaries, certain franchisees
of AMLP, certain other individual defendants and L'Oreal USA S/D,
Inc. (along with L'Oreal's subsidiary Maly's West), executed an
agreement settling the litigation initially brought by L'Oreal on
Feb. 21, 2008, against certain AMLP franchisees alleging breach of
contract and other claims related to the distribution agreement
between AMLP and L'Oreal concerning Matrix branded products.  AMLP
and Michael Voticky were added as defendants by L'Oreal on
July 27, 2009.

Pursuant to the Settlement Agreement, the Company and L'Oreal have
agreed (a) to terminate their existing agreement to distribute
Matrix branded products through AMLP and its franchisees; (b) to
enter into new five-year agreements to distribute Matrix branded
products through AMLP and its franchisees; and (c) to an exchange
of financial and other consideration.  In connection with the
settlement, the parties have agreed to a dismissal with prejudice
of the litigation and have entered into a mutual release of all
claims asserted in the litigation.

                       About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

The Company's balance sheet at March 31, 2011 showed $1.70 billion
in total assets, $2.09 billion in total liabilities and a $390.35
million total members' deficit.

                          *     *     *

As reported by the TCR on May 31, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Denton, Texas-based
Sally Holdings LLC to 'BB' from 'BB-'.  "Our 'BB' rating reflects
our view that Sally Holdings LLC and its wholly owned subsidiary
Sally capital Inc. will maintain their positive momentum with
sales growth, positive comparable-store sales, margin improvement,
and debt reduction," said Standard & Poor's credit analyst Jayne
Ross, "resulting in improving credit protection measures over the
next 12 months."

It has 'B2' corporate family and probability of default ratings
from Moody's.


SEALED AIR: S&P Places 'BB+' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sealed
Air Corp., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications, following the company's
announcement that it has entered into a definitive merger
agreement to acquire Diversey Holdings, Inc. for $4.3 billion. At
the same time, Standard & Poor's placed its corporate credit and
issue-level ratings on Diversey on CreditWatch with positive
implications.

The CreditWatch placement reflects the likelihood that Standard &
Poor's Ratings Services will lower its ratings on Sealed Air and
its debt issues following its acquisition of Diversey because of
the resulting increase in debt leverage. Diversey is a privately
owned company, controlled by members of the Johnson family and
private-equity firm Clayton Dubilier & Rice LLC. If the
transaction closes as currently planned, Diversey shareholders
will own about 15% of Sealed Air common stock. Sealed Air
management expects the transaction, which is subject to customary
closing conditions and regulatory approvals, to close by the end
of 2011.

"We believe the acquisition of Diversey would solidify Sealed
Air's strong business risk profile and provide complementary
products," said Standard & Poor's credit analyst Liley Mehta. "The
relative predictability and consistency of operating results
across both companies is a key credit strength."

According to Standard & Poor's, the combined business would be a
leading global provider of solutions that provide hygiene,
protection, food safety and security. Both companies provide
equipment, supplies, and services, often through the same
distributors; both companies have customers in food and beverage
processing, food service, and retail end markets.

"The combined operations should be positioned to capitalize on
overlapping customers and attractive long-term trends including
increased emphasis on food safety and security, health and
hygiene, and sustainability," Ms. Mehta said.


SEALY CORP: H Partners Discloses 13.6% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, H Partners Management, LLC, and its
affiliates disclosed that they beneficially own 13,366,841 shares
of common stock of Sealy Corporation representing 13.6% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/xvb8JY

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Feb. 27, 2011 showed
$949.09 million in total assets, $1.02 billion in total
liabilities, and $74.11 million in total stockholders' deficit.


SENTINEL MANAGEMENT: Trustee Refuse to Release Docs., FTN Says
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that FTN Financial
Securities Corp. told an Illinois federal court on Wednesday that
the bankruptcy trustee for Sentinel Management Group Inc. has
refused to turn over documents key to its defense against
allegations it bribed Sentinel's former head trader as part of a
securities fraud plot.

According to Law360, FTN Financial said it has repeatedly asked
trustee Frederick J. Grede to find and hand over documents held by
Sentinel customers who have assigned claims to the trustee, but he
has so far made only cursory attempts to comply.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SEQUENOM, INC: Enters Into $30MM Loan Security Pact with Silicon
----------------------------------------------------------------
Sequenom, Inc., and its wholly-owned subsidiary Sequenom Center
for Molecular Medicine, LLC, entered into a Loan and Security
Agreement with Silicon Valley Bank which allows for term loans,
revolving cash borrowings and letters of credit under a secured
credit facility of up to a maximum of $30 million.  Term loans
borrowed under the Loan Agreement bear interest at the rate fixed
on the date of funding equal to the U.S. treasury rate plus 3.25%
per annum, and revolving cash borrowings under the Loan Agreement
bear interest at a floating rate equal to one percent over the
prime rate.  All borrowings under the Loan Agreement are secured
by substantially all of the Company's and SCMM's assets, except
for intellectual property and subject to certain other exceptions.
The Loan Agreement includes limitations on the Company's ability
to, among other things, incur debt, grant liens, make certain
investments, make certain restricted payments such as dividend
payments, and dispose of assets, and contains usual and customary
covenants for an arrangement of its type.  The events of default
under the Loan Agreement include payment defaults, breaches of
covenants and bankruptcy events.  In the case of a continuing
event of default, SVB may, among other remedies, eliminate its
commitment to make credit available, declare due all unpaid
principal amounts outstanding, and require cash collateral for any
letter of credit obligations and foreclose on all collateral.
Within 30 days of entering into the Loan Agreement, SVB has agreed
to make an initial term loan to us and SCMM, in an aggregate
amount equal to at least $5 million, which amount will be used by
us to finance recent capital equipment purchases.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."

The Company's balance sheet at March 31, 2011, showed
$162.60 million in total assets, $21.08 million in total
liabilities, and $141.52 million in total stockholders' equity.


SHARPER IMAGE: Gift Card Holders to Split $1+ Million Pot
---------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Clint Krislov, Esq., at Krislov & Associates,
attorney for the Sharper Image gift-card holders, said Friday
there could be $1 million or more to cover the $19 million worth
of gift cards that were outstanding when Sharper Image collapsed.
Krislov & Associates is a consumer class action firm in Chicago.

According to DBR, the finishing touches are being put on an order
authorizing the shell company left behind in bankruptcy when the
Sharper Image brand was purchased to spend some money to alert
gift-card holders that the money is theirs for the asking.  Once
the order is signed, a Web site will go up to handle claims to the
cash, and notice will go out to alert gift-card holders.  Mr.
Krislov said the parties are debating on the manner of notice.

DBR relates Judge Kevin Gross has indicated he would approve ads
in both "People" and "Sports Illustrated," as well as the Facebook
spend and a deal with an online network that promises popups on
many Web sites.

As reported by the Troubled Company Reporter on May 28, 2011,
Sharper Image, now known as TSIC, Inc., ended April 2011 with
$3,008,212 cash.  For the month, the Debtor paid a total of
$18,248 in professional fees.  At April 30, 2011, the Company's
balance sheet showed $6.4 million in total assets, $95.4 million
in total liabilities, and a stockholders' deficit of
$89.0 million.

A full-text copy of TSIC's April 2011 monthly operating report
is available for free at http://is.gd/piktYc

                     About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Company's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the sale
of its assets to a group consisting of Gordon Brothers Retail
Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and
Hilco Consumer Capital, LLC.


SOMERSET INTERNATIONAL: Posts $463,500 First Quarter Net Loss
-------------------------------------------------------------
Somerset International Group, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $463,482 on $680,307 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $348,618 on $861,860 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$3.55 million in total assets, $8.87 million in total liabilities,
all current, and a stockholders' deficit of $5.32 million.

Currently, the Company does not have significant cash or other
material assets, nor does it have operations or a source of
revenue which is adequate to cover its administrative costs for a
period in excess of one year and allow it to continue as a going
concern, according to the filing.

"The Company will require financing to fund its current operations
and will require additional financing to acquire or develop other
business opportunities.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/QDbt1O

Somerset International Group, Inc., is in the business of
acquiring profitable or near term profitable private small and
medium sized businesses that provide proprietary security products
and solutions for people and enterprises -- from personal safety
to information security -- and maximizing the profitability of its
acquired entities and to act as a holding company for such
entities.  The Company's executive office is located at 90
Washington Valley Road, in Bedminster, New Jersey.  Customers are
located primarily in the northeastern United States.


SONICBLUE INC: Claim Trader Not Insulated by Confirmation Order
---------------------------------------------------------------
WestLaw reports that a bankruptcy court's order confirming a
Chapter 11 plan addressing the bankruptcy claims assigned by a
creditor to its assignee did not have res judicata effect barring
the creditor's claim against the assignee for breach of the
implied covenant of good faith and fair dealing.  The requisite
identity of claims did not exist between any claim that was
brought in the bankruptcy court and the creditor's claim for
breach of the implied covenant, which was based on the initial
assignee's post-plan confirmation transfer of the assigned claims
against the debtor to subsequent assignees for no consideration.
Moreover, there was no final judgment resolving the creditor's
claim against the assignee on the merits.  VIA Technologies, Inc.
v. SONICBlue Claims, LLC, --- F.Supp.2d ----, 2011 WL 1085322
(N.D. Cal.) (Hamilton, J.).

A copy of the Honorable Phyllis J. Hamilton's three-part Order
dated Mar. 23, 2011 (dismissing one counterclaim asserted by VIA
Technologies, Inc., denying SONICBlue Claim, LLC's motion for
summary judgment, and denying requests by Ferry Claims LLC and
Freefall Claims LLC for summary judgment) is available at
http://is.gd/STLfs0from Leagle.com.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel.  Houlihan
Lokey Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
Creditors' committee in the case. On Oct. 4, 2007, the Bankruptcy
Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.  On April 17, 2007, the Court
granted the U.S. Trustee's request to appoint Dennis J. Connolly,
Esq., as the Chapter 11 Trustee.

The U.S. Trustee appointed on October 23, 2007, a reconstituted
Creditors' Committee -- comprised of Korea Export Insurance
Corporation, Riverside Contracting LLC & Riverside Claims LLC,
Synnex K.K., TLI Holdings, Inc., Michelle Miller, and York Capital
Opportunity Fund.  York Capital Opportunity Fund was later
appointed Chair of the Reconstituted Creditors' Committee and
Synnex K.K. subsequently resigned as a member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco, represent the
Reconstituted Creditors' Committee.

The Troubled Company Reporter on October 27, 2008, reported the
Bankruptcy Court entered an order confirming SonicBlue's
liquidating plan.


SOUTH CAPITAL GROUP: NAI Claim Allowed as General Unsecured
-----------------------------------------------------------
Bankruptcy Judge Helen E. Burris allowed the claim filed by NAI
Avant, LLC, in the bankruptcy case of South Capital Group, Inc.,
as a general unsecured claim without priority for $162,540.  NAI
filed a timely proof of claim on Feb. 26, 2010, as a secured claim
for $162,540. The Debtor disputes the claim, saying it does not
owe the debt and that NAI does not have a perfected security
interest in any of its property.  A copy of the Court's May 9,
2011 Order is available at http://is.gd/yGZS4Kfrom Leagle.com.

South Capital Group, Inc., was in the business of acquiring,
owning and developing land.  It filed a Chapter 11 case (Bankr. D.
S.C. Case No. 09-08102) on Oct. 29, 2009.


SOUTHWARK FARM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southwark Farm, LLC
          dba Black River Farm
        P.O. Box 391
        Ringoes, NJ 08551

Bankruptcy Case No.: 11-26762

Chapter 11 Petition Date: May 31, 2011

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

Judge: Michael B. Kaplan

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH, ET AL.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Debtor's
Accountant:       Timothy J. King, CPA
                  BEDERSON & COMPANY

Scheduled Assets: $6,206,940

Scheduled Debts: $4,245,325

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-26762.pdf

The petition was signed by Amy Jorgensen, member.


SOUTHPEAK INTERACTIVE: Earns $3.2 Million in Q3 Ended March 31
--------------------------------------------------------------
SouthPeak Interactive Corporation filed its quarterly report on
Form 10-Q, reporting net income of $3.21 million on $16.12 million
on revenues for the three months ended March 31, 2011, compared
with net income of $192,140 on $7.54 million of revenues for the
three months ended March 31, 2010.

Net revenues for the nine months ended March 31, 2011, were
$25.02 million, a decrease of $9.29 million, or 27.1%, from net
revenues of $34.31 million for the nine months ended March 31,
2010.  For the nine months ended March 31, 2011, the net loss was
$76,001, as compared to the net loss of $1.76 million for the
prior period.

The Company's balance sheet at March 31, 2011, showed
$30.67 million in total assets, $29.04 million in total
liabilities, and stockholders' equity of $1.63 million.

As of March 31, 2011, the Company had insufficient cash resources
to satisfy its liabilities, many of which are past due.  Further,
the Company has various unresolved contingencies that could
require future cash payments in excess of available funds.

As reported in the Troubled Company Reporter on Oct. 18, 2010,
Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about the SouthPeak Interactive's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and negative cash flows
from operating activities, has substantial contingencies, and is
in default of its production advance payable.

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

                   About SouthPeak Interactive

SouthPeak Interactive Corporation (OTC BB: SOPK)
-- http://www.southpeakgames.com/-- is an independent developer
and publisher of interactive entertainment software.  SouthPeak
is headquartered in Midlothian, Virginia.

The Company maintains its operations in the United States and the
United Kingdom.  The Company sells its games to retailers and
distributors in North America and United Kingdom, and primarily to
distributors in the rest of Europe, Australia and Asia.


SOUTHWEST GEORGIA ETHANOL: Seeks Aug. 1 Plan Exclusivity
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southwest Georgia Ethanol LLC for the first time is
seeking an extension of the exclusive right to propose a
reorganization plan.  If granted by the bankruptcy judge at a
June 28 hearing in Albany, Georgia, the deadline will be extended
by two months to Aug. 1.  SGE said it has "commenced substantial
negotiations" on a reorganization plan with the secured lender and
official creditors' committee.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SPECIALTY TRUST: Wants Access to DIP Loan Cash Until July 2
-----------------------------------------------------------
Specialty Trust, Inc., et al., ask the U.S. Bankruptcy for the
District of Nevada to extend their access to the postpetition
financing from Northlight Real Estate Group, LLC; and cash
collateral until July 2, 2011.

The Debtors relate that on Dec. 15, 2010, the Court entered its
final order (i) authorizing the $3,500,000 postpetition financing
from Northlight; (ii) authorizing the use of the cash collateral
of Northlight and U.S. Bank; (iii) granting security interests and
superpriority claims to Northlight and adequate protection liens
to the Debtors' prepetition noteholders.

The Debtors explain that they require the use of the remaining
proceeds amounting to $1,699,001 of the DIP financing.  A copy of
the budget approved by Northlight and U.S. Bank is available for
free at:

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

The Debtors add that they will not use the cash in which Deutsche
Bank asserts an interest.

                    About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.     Ira
D. Kharasch, Esq. at Pachulski Stang Ziehl & Jones LLP represents
the Debtors in their restructuring effort.  In its amended
schedules, Specialty Acquisition disclosed assets of $3,886,113
and liabilities of $49,068,173 as of the petition date.  In its
amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


ST. JOHN: S&P Raises Debt Rating to 'B' on Improved Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'B' from
'B-' on Yonkers Industrial Development Agency, N.Y.'s debt, issued
for St. John's Riverside Hospital (SJRH).

"The upgrade reflects our assessment of SJRH's fiscal 2010
improved operating performance with continued improvement through
the first three months of fiscal 2011," said Standard & Poor's
credit analyst Meggi McNamara. "In addition, we've noted SJRH's
improved, though, in our opinion, still very weak balance sheet,
increasing inpatient volumes, and management's expectation that
operations will remain profitable, which we believe will likely
allow for improved cash flow and continued liquidity growth," said
Ms. McNamara.

More specifically, the rating reflects Standard & Poor's view of
SJRH's:

    * Improved operating and profit margins of 2.09% and 2.38% in
      fiscal 2010, respectively, compared with negative margins in
      fiscal 2009;

    * Improved debt service coverage;

    * Slight improvement to the balance sheet; and

    * Large and stable admission base that has grown over the past
      three years.

Despite SJRH's marginal improvements in fiscal 2010, the balance
sheet is still very weak, as characterized by limited liquidity.
In addition to a high average age of plant, management has
indicated that SJRH will be making large pension contributions
over the next several years, which could limit future liquidity
growth. Together, these credit factors currently preclude a higher
rating.

The stable outlook reflects Standard & Poor's expectation that
operations will continue to be positive over the next year
allowing for improved cash flow and increases in unrestricted
liquidity due to managements cost control and growing volumes.
SJRH still faces several long-term challenges such as an
underfunded pension and limited capital investment.

Located in Yonkers, SJRH's parent company and sole member is
Riverside Health System Inc. The system's subsidiaries comprise
the hospital, which includes the Dobbs Ferry Pavilion and the
Michael Maltoz Skilled Nursing Pavilion, a physician-billing
company, and a Bermuda-based captive insurance company. SJRH
does not guarantee any of the obligations of its affiliates. A
gross receipts pledge of St. John's and a mortgage on the facility
secures the bonds.


ST. KITTS AND NEVIS: Government Pursues Debt "Restructuring"
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the government of the islands of St. Kitts and Nevis
announced June 2 that it is seeking the "cooperation" of creditors
in "restructuring" its public debt.  Debt, at about $1 billion, is
almost twice gross domestic product, the government said. Holders
of treasury bills won't be affected, it said.  Being dependent on
tourism, the islands said they were "severely affected" by the
"global financial crisis."  Located in the Leeward Islands, the
volcanic islands are home to the smallest sovereign state in the
Americas.


STATION CASINO: Fired Workers Lead Large Civil Disobedience
-----------------------------------------------------------
Fired Latino workers from Station Casinos, Inc., led members of
the Culinary and Bartenders unions in the city's largest civil
disobedience in over a decade to protest the Company's treatment
and recent firing of Latino workers.  The large protest came as
Station Casinos completes the final stages of its bankruptcy
restructuring.  Over 1000 people rallied while 150 were arrested
after they sat down in two Sahara Avenue traffic lanes in front of
Palace Station near Interstate 15 and not far from the Las Vegas
Strip.

The protest included street theater to draw attention to the
company's treatment of Latino workers, failure to provide wage
increases and retirement contributions, and higher costs for
worker health plans.

Station Casinos is the subject of the largest Unfair Labor
Practice case ever filed against a Nevada gaming company by the
U.S. National Labor Relations Board (NLRB).  Many of the
government's 197 charges against the company affect Latino
workers.  Eight of the ten worker organizers who have been fired
by Station Casinos are Latino; two have since been reinstated.
Over 90 percent of the workers who were called by the government
to testify against the company are Latino.

The government has charged the company with allegedly using
tactics including harassment, threats, retaliatory firings and
disciplines, and the solicitation of customer complaints to impede
worker efforts to form a union.  The government's seven-month
prosecution of the company ended in May and, in a surprise move,
Station Casinos called no witnesses in its defense.  During the
course of the trial, the government's charges against the company
grew from 168 to 197 alleged violations of federal labor laws.  A
decision in the case is expected later this year.

Teresa Debellonia was one of the workers fired by Station Casinos
after she began exercising her right to form a union.  After the
NLRB charged the company with allegedly retaliating against her
because of her union activity and appearance as a government
witness in the NLRB's case against Station Casinos, the company
reinstated her with back pay and no loss of seniority.  "I am a
mother and I want a better future for my children," said
Debellonia, a Guest Room Attendant at Green Valley Ranch Resort
Casino.  "I'm happy to be back at work, but I want Station Casinos
to treat its workers equally and fairly."

Since the 2007 management-led buyout allowed a small group of
company insiders to take $660 million out of the company, workers
at Station Casinos have not had a raise, have had the cost of
their health insurance increased, have had no employer
contribution to their 401k retirement accounts, and have seen the
loss of thousands of jobs.

The Culinary Workers Union, Local 226, and Bartenders Union, Local
165, are both affiliates of UNITE HERE. The Culinary is the
largest local labor union in the U.S. gaming industry. It
represents approximately 60,000 casino and resort workers
primarily on the Las Vegas Strip and in downtown Las Vegas.

                       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)a


STEINWAY MUSICAL: Moody's Upgrades Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Steinway Musical Instrument's
Corporate Family Rating to B1 from B2 following the company's
recent tender for more than half its outstanding debt and
operating performance improvements. At the same time, Steinway's
senior unsecured notes were upgraded to B2 from B3, but the
Speculative Grade Liquidity Rating was downgraded to SGL 2-from
SGL-1.

On May 1, 2011, Steinway completed an $85 million cash tender of
its 7% senior unsecured notes. "The recently completed tender
significantly improves Steinway's credit metrics," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service. For
example, financial leverage (debt/EBITDA) for the twelve months
ended March 31, 2011, decreased more than 2 turns to 3.5 times
from over 5.5 times. "While the tender depletes about 80% of
Steinway's cash, we still believe Steinway has a good liquidity
profile," added Cassidy.

RATING RATIONALE

Steinway's B1 Corporate Family Rating reflects its modest size
with revenue under $350 million, while operating in a relatively
small niche in musical instruments. The rating is also constrained
by the highly discretionary nature and high degree of volatility
in demand for pianos during the recession and the lingering
uncertainties in the macro economy. The rating is supported by the
company's solid credit metrics following the recent $85 million
tender of notes, Steinway's strong brand recognition, its
commitment to high product quality, and the recurring revenue of
the band instrument segment. Steinway's strong geographic
diversification, growth prospects in Asia and good liquidity
profile also help support the rating.

The stable outlook reflects Moody's view that consumer demand for
grand pianos will likely remain at current levels or improve
slightly over the next couple of years as the economy slowly
recovers. Moody's also thinks that Steinway's profitability and
operating cash flow will remain at or close to their current
levels in the near to mid-term provided there are no significant
macro-economic shocks. Moody's expects 2011 revenue to be between
$320 million and $330 million and adjusted EBITDA to be around
$40-45 million. Moody's belief that the company will continue its
high product quality standards and that it will maintain its
relatively conservative financial policies are also factored into
the stable outlook.

The rating is unlikely to be further upgraded in the near to mid-
term because of Steinway's modest revenues, which are much lower
than most B1 rated companies, and its exposure to revenue
volatility during economic downturns. This is in spite of having
credit metrics that are stronger than many other similarly rated
companies. However, if revenue were meaningfully higher, profit
margins returned to double digits, and earnings proved to be more
stable during periods of duress, the rating could be upgraded.

While not likely in the near to intermediate term, the rating
could be downgraded if discretionary consumer spending worsens
considerably given the uncertainty in the global economy, or if
credit metrics deteriorate materially. Key credit metrics driving
a downgrade would be debt/EBITDA approaching 5 times, mid single
digit EBITA margins (currently over 8%) or EBITA/interest below 2
times on a sustained basis (currently 2.5 times on a pro forma
basis).

The downgrade of the speculative grade liquidity rating to SGL-2
from SGL-1 is because Steinway depleted about 80% of its cash with
the May 2011 tender of its notes to about $25 million from over
$100 million. Yet, Moody's still believes that Steinway has good
overall liquidity. A key support to Steinway's liquidity is its
unencumbered and almost fully depreciated building near Carnegie
Hall in New York City. Other benefits to liquidity include Moody's
expectation of free cash flow in every quarter over the next 12 --
18 months, except in the first quarter of 2012 because of working
capital needs. The company also has an undrawn $100 million credit
facility with no covenants that expires in October 2015. The
relatively benign debt maturity schedule with no maturities until
2014 also helps Steinway's liquidity.

These ratings were upgraded/assessments revised:

   -- Corporate Family Rating to B1 from B2;

   -- Probability of Default Rating to B1 from B2;

   -- Senior Unsecured Notes to B2 (LGD 5, 75%) from B3 (LGD 4,
      69%) ;

This rating was downgraded:

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

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended March 31,
2011, approximated $325 million.


STEVE & BARRY'S: Workers Seek to Revive Suit Over Mass Layoff
-------------------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that former employees
of Steve & Barry's asked the Second Circuit on Thursday to revive
mass layoff claims against private equity investors in the failed
retail chain, arguing that a lower court judge failed to address
all relevant issues in dismissing the suit.

A lawyer for the employees, Jack A. Raisner of Outten & Golden LLP
told a three-judge panel during arguments in New York that a
federal district court wrongly entered a final judgment in the
case while offering no explanation for the decision, Law360 says.

                          Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


STILLWATER MINING: Operations Back to Normal
--------------------------------------------
Stillwater Mining Company announced that the weather and other
mechanical issues described in the previous press release have now
been resolved and operations have returned to normal at the
Company's two operating mines in Montana.

On May 25, 2011, Stillwater issued a precautionary statement
indicating that day shift operations at its Stillwater and East
Boulder mines had been cancelled that day due to heavy road and
highway flooding.  These conditions posed no direct threat to the
mines themselves, but the closure recognized the risk the
Company's employees faced in getting to and from work safely.

Additionally, as the Company reported previously, even prior to
the flood conditions, the East Boulder Mine was in the process of
changing out one of its two main ventilation fans due to a motor
failure.  East Boulder Mine production initially was placed on
hold during the fan change out and then was brought back on line
in stages as adequate ventilation capacity became available.  The
East Boulder concentrator was largely unaffected by these events
and has continued to operate on its normal schedule.

The Company has assessed the effect of these issues on its second-
quarter production outlook and estimates their overall impact will
be negligible.  At the Stillwater Mine, river levels along the
access roads generally crested during the day on Wednesday,
May 25th and although the rivers remain unusually high, since
Wednesday evening crews have been able to travel safely to and
from the operation.  Consequently, only one shift of production
was lost at the Stillwater Mine, which typically would amount to
between 500 and 600 ounces of lost production.  Prior to these
events, second-quarter production at the Stillwater Mine was
running well ahead of plan and May production there still is
likely to finish at or ahead of budget.

At the East Boulder Mine, the ventilation fan issues proved more
complicated and time-consuming to correct than initially expected.
As a result, mine production ran at less than full capacity for
most of the past week.  However, prior to the fan outage and
weather issues, the ore stockpile at the concentrator was higher
than normal, which has allowed the East Boulder concentrator to
continue running on a normal schedule despite the reduced mine
output. So East Boulder Mine's ounce production in May also is
likely to be close to plan.

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at March 31, 2011 showed $974.54
million in total assets, $344.74 million in total liabilities and
$629.80 million in total stockholders' equity.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


SUNGA ENTERPRISES: Case Dismissed for Not Filing Ownership Report
-----------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker dismissed the Chapter 11 case of
Sunga Enterprises, Inc., for failure to file a Statement of
Corporate Ownership, as required by Fed.R.Bankr.P. 1007(a)(1) and
L.B.R. 9013-5, despite the 7-day deficiency notice issued by the
Clerk on April 27, 2011.  The Debtor did not request an extension
of the filing deadline.  A copy of the Court's dismissal order
dated May 5, 2011, is available at http://is.gd/w46Gnofrom
Leagle.com.

Sunga Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case No. 11-51821).


SULPHCO, INC: Cuts More Workforce, Pursues Strategic Alternatives
-----------------------------------------------------------------
SulphCo, Inc., said it is implementing additional reductions in
its workforce effective May 31, 2011.  The employees affected by
this workforce reduction represent the Company's remaining
scientific and technical staff.  Immediately following this
workforce reduction, the Company will have four remaining
employees.

Based on its current cash reserves, the Company believes that it
will be able to fund its cash requirements only into the early
part of July 2011.  Unless new financing is obtained in the
immediate future, the Company may have to take additional actions,
up to and including a bankruptcy filing.

The Company is continuing to pursue various alternatives that may
include, among other things, secured convertible debt, additional
equity issuances or any combination thereof, the proceeds of which
would be used to fund future research and development activity.
The Company also is exploring strategic arrangements and a
potential sale of its technology.  There can be no assurance that
the Company will be successful in any of these endeavors.

SulphCo Inc. is an energy technology company.


SUNNYSLOPE HOUSING: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Sunnyslope Housing LP filed with the U.S. Bankruptcy Court for the
District of Arizona, its schedules of assets and liabilities,
disclosing:

  Name of Schedule            Assets           Liabilities
  ----------------            ------           -----------
A. Real Property            $4,000,000
B. Personal Property          $357,438
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                              $11,812,000
E. Creditors Holding
   Unsecured Priority
   Claims                                         $123,250
F. Creditors Holding
   Unsecured Non-priority
   Claims                                       $6,139,568
                            -----------        -----------
              TOTAL         $4,357,438         $18,074,818

                  About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.  Engelman Berger, P.C.,
serves as counsel to the Debtor.


SUNNYSLOPE HOUSING: Wins OK to Hire Engelman Berger as Counsel
--------------------------------------------------------------
Sunnyslope Housing LP obtained permission from the U.S. Bankruptcy
Court for the District of Arizona to employ Engelman Berger, P.C.,
as its counsel.

The firm can be reached at:

          David Wm. Engelman, Esq.
          Scott B. Cohen, Esq.
          Patrick A. Clisham, Esq.
          ENGELMAN BERGER, P.C.
          Phoenix, Arizona 85012
          3636 North Central Avenue
          Tel: (602) 271-9090
          Fax: (602) 222-4999
          E-mail: dwe@eblawyers.com
                  sbc@eblawyers.com
                  pac@eblawyers.com

Engelman Berger will, among other things:

     (a) advise the Debtor with respect to its powers and duties
         as debtor-in-possession in the continued management and
         operation of its business and property;

     (b) represent the Debtor at the First Meeting of Creditors,
         initial debtor interview and all Court hearings,
         adversary proceedings or contested matters that have
         been or may be filed herein;

     (c) attend meetings and negotiating with representatives of
         creditors and other parties-in-interest and advising and
         consulting on the conduct of this bankruptcy case,
         including all of the legal and administrative
         requirements of operating in Chapter 11; and

     (d) assist the Debtor with the preparation of its Schedules
         of Assets and Liabilities and Statements of Financial
         Affairs.

The Debtor will pay Engelman Berger based on its hourly rates and
reimburse its necessary out-of-pocket expenses.

   Professionals               Hourly Rates
   -------------               ------------
   David Wm. Engelman               $450
   Steven N. Berger                 $450
   Partners                      $375 - $400
   Associates                    $170 - $350
   Paralegals                       $165

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

                      About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.  In its schedules, the
Debtor disclosed $4,357,438 in total assets and $18,074,818 in
total liabilities.


TBS INTERNATIONAL: Takes Delivery of Sixth Newbuild Tweendecker
---------------------------------------------------------------
TBS International plc has taken delivery of the newly-constructed
vessel M/V Maya Princess from China Communications Construction
Company Ltd./ Nantong Yahua Shipbuilding Group Co., Ltd.

The M/V Maya Princess is the sixth and final delivery in the
series of six "Roymar Class" 34,000 dwt multipurpose tweendecker
vessels that the Company ordered at a purchase price of $35.4
million per vessel.  This vessel, like her sister ships, has box-
shaped holds, open hatches and fully retractable hydraulic
tweendecks, is geared with 35 and 40 ton cranes combinable up to
80 tons, and has a modern fuel-efficient engine enabling the
vessel to operate efficiently at 15 knots.

With the delivery of the M/V Maya Princess, TBS's current fleet
expands to 52 vessels with an aggregate of 1.6 million dwt tons,
consisting of 30 tweendeckers and 22 handysize/handymax bulk
carriers.

Joseph E. Royce, Chairman, chief executive officer and President,
commented: "The addition of the M/V Maya Princess to our fleet is
an important event for our company, as we have now taken delivery
of all six Roymar Class multipurpose tweendecker vessels.  These
newbuilds were specifically designed by a TBS team of experts to
accommodate the needs of our customer base.  They have been
utilized predominantly in our TBS Pacific trade route which
connects the growing economies of Latin America and East Asia,
regions where TBS has a long established franchise.  These six
newbuilds have enhanced our operational efficiency and the TBS
Five Star customer service consisting of ocean transportation,
projects, port services, operations, and strategic planning."

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TELEFLEX INC: Moody's Rates Senior Subordinated Notes at 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Teleflex
Incorporated's new senior subordinated note offering and a (P)B1
to the senior subordinated securities under its multi-seniority
shelf. In addition, Moody's changed the company's speculative
grade liquidity rating to SGL-1 from SGL-2.  The rating agency
expects proceeds to be used to refinance a portion of bank term
debt and provide additional liquidity for general corporate
purposes. At the same time, Moody's affirmed Teleflex's existing
ratings, including its Ba3 CFR and PDR. The rating outlook is
stable.

RATINGS RATIONALE

Following its 2007 acquisition of medical products manufacturer,
Arrow International, Teleflex has been reshaping its portfolio by
divesting assets in both its aerospace and commercial segments.

Ratings assigned:

   Teleflex Incorporated:

   -- New senior subordinated notes at B1, LGD4, 68%

   -- Sr. subordinated shelf at (P)B1

Rating changed:

   Teleflex Incorporated:

   -- Speculative Grade Liquidity rating to SGL-1 from SGL-2

Ratings affirmed:

   Teleflex Incorporated:

   -- Corporate Family Rating at Ba3

   -- PDR at Ba3

   -- Convertible senior subordinated notes at B2, LGD 5, 88%

The Ba3 CFR reflects the company's moderately diverse offerings of
lower tech hospital based products, moderate size relative to
competitors, a recent history of weak sales growth related to
regulatory challenges, and a need to refocus on innovation.
Product innovation that can add value and translate into better
pricing is critical especially in light of cost-conscious hospital
customers and weaker admissions and surgery trends.

"Teleflex's ratings consider a degree of uncertainty associated
with the company's ongoing transformation into a pure-play medical
products company," said Diana Lee, a Senior Credit Officer at
Moody's.

The recent departure of Teleflex's longstanding CEO provides some
additional uncertainty although Moody's expects his replacement by
a board director to provide some continuity.

The company has been repaying debt associated with the $2.2
billion Arrow transaction using proceeds from divestitures;
Moody's expects this to continue as management sells remaining
non-core assets, such as its Actuation business, which it recently
sold for $94 million. The completion of these divestitures and the
final resolution of its corporate warning letter should help
management focus on building its medical products business.
However, as Teleflex enters the next phase of its growth strategy,
it is expected to engage in acquisitions in the medical products
space, which could result in leverage returning to higher levels.

The stable outlook incorporates Moody's view that the company will
begin to see somewhat better growth rates in its medical business
and continue its transformation without raising leverage
significantly above current levels.  In January 2011, the company
acquired VasoNova, a maker of central venous catheters for about
$25 million (with milestones of between $15 million to $30 million
over the next three years).  If Teleflex is able to gain market
share and engage in only moderate-sized acquisitions such that
debt/EBITDA can be sustained around 3.0 times and FCF/debt can be
sustained in the mid-teens range, the ratings could be upgraded.
If, however, the company raises debt levels or sees deterioration
in sales or cash flow and debt/EBITDA approaches 4.0 times or
FCF/debt is sustained below 10%, the ratings could be downgraded.

Teleflex's SGL-1 rating reflects its very good liquidity profile,
highlighted by positive free cash flow, stronger cash balances
following the transaction, the presence of external liquidity and
the ability and intent to continue to monetize assets to repay
debt. However, these positives are also tempered by the potential
for additional acquisitions.

Unlike Teleflex's unrated secured bank facility, the senior
subordinated convertible notes do not benefit from guarantees from
the operating subsidiaries.

Teleflex Incorporated, headquartered in Limerick, Pennsylvania, is
a global provider of medical products with a presence in the
critical care, surgical and cardiac areas.

The principal methodology used in rating Teleflex Incorporated was
the Global Medical Products & Device Industry Methodology,
published September 2009. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.


TELEFLEX INC: S&P Rates $250MM Sr. Subordinated Notes at 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to Teleflex Inc.'s WKSI shelf registration. "At the same
time, we are assigning a 'BB-' debt rating and '5' recovery rating
to the company's $250 million senior subordinated notes. We also
raised the debt rating on the company's $400 million senior
subordinated convertible notes to 'BB-' with a '5' recovery
rating from a 'B+' debt rating with a '6' recovery rating. The
improved recovery prospects for the senior unsecured class of debt
(the company has a $900 million, unrated senior secured credit
facility) largely reflects a net reduction in secured debt. During
the first quarter of 2011, the company increased its $400 million
secured term loan to $500 million, and prepaid $166 million of
secured notes. Teleflex plans to repay $125 million of its secured
term loan with proceeds from the $250 million issue. As a result,
there is a modest increase in collateral available to unsecured
lenders, subsequent to full recovery of principal and accrued
interest for secured lenders, under a default scenario," S&P
stated.

"The ratings on medical device developer and manufacturer Teleflex
Inc. reflect Standard & Poor's Ratings Services' expectation that
the company's financial risk profile will gradually benefit from
EBITDA growth tied to its diversified portfolio of disposable
medical products, and debt repayment; the company's business risk
profile is fair," said Standard & Poor's credit analyst Cheryl
Richer. "We believe Teleflex will divest its remaining aerospace
businesses in the near term; in the first quarter of 2011,
management approved a plan to sell the company's cargo container
business."


TIMOTHY BLIXSETH: Seeks Punitive Damages From State of Montana
--------------------------------------------------------------
Developer and Yellowstone Club founder Tim Blixseth is asking a
federal bankruptcy judge to punish the state of Montana for its
illegal attempt to force him into involuntary bankruptcy.  In a
new motion, Mr. Blixseth is asking U.S. Bankruptcy Judge Bruce A.
Markell to assess punitive damages against the Montana Department
of Revenue "for its malfeasance and to deter future litigants from
repeating its mistakes."

Mr. Blixseth is pledging to donate any award of punitive damages
to legal organizations that assist the needy, such as the Legal
Aid Center of Southern Nevada.

"I grew up on welfare in Roseburg, Oregon, and remember how
impossible it was for my parents to afford legal aid when they and
our neighbors were the victims of a financial scam," Mr. Blixseth
said.  "I have never forgotten how my mom stood up for all of us,
even though she had no money.  All she had was justice on her
side.  In her honor, I am pledging to donate any and all punitive
damages awarded in my case to legal aid organizations in Nevada.
Hopefully those funds will help defend people like my family when
I was growing up."

Mr. Blixseth filed motions for damages and to recover all legal
fees incurred in the case, just two weeks after Judge Markell
rejected the state of Montana's attempts to force Mr. Blixseth
into involuntary bankruptcy.  Judge Markell ruled on May 18 that
the Montana Department of Revenue had erred in bringing the action
in the state of Nevada, where Mr. Blixseth does not live or work.
The judge set an early September trial date on Mr. Blixseth's
motion for sanctions and damages against the Montana Department of
Revenue and related parties.

Today's motion states: "Mr. Blixseth will ask the Court to donate
any award of punitive damages, or will himself donate any punitive
damages he is awarded, to an organization providing legal defense
for indigent persons."

"The Montana Department of Revenue tried to use a forced
bankruptcy to gain a litigation advantage over me.  It was a crude
bullying attempt, and nothing more," Mr. Blixseth said.  "Now,
hopefully something good will come out of their conduct and we
will be able to donate some much-needed funds to legal aid
organizations in Nevada."

                         *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Timothy Blixseth, founder of the bankrupt Yellowstone
Mountain Club LLC in Montana, is out for revenge against the State
of Montana, one of three states that filed an unsuccessful
involuntary bankruptcy petition against him.

Mr. Rochelle recounts that last month, Mr. Blixseth won a victory
when the bankruptcy judge in Las Vegas dismissed the involuntary
Chapter 7 petition filed against him in early April by three
states.  Last week, he filed papers asking the bankruptcy judge to
compel Montana to reimburse him for the $815,000 he spent in
fending off bankruptcy.  He also wants punitive damages against
Montana for filing the involuntary petition in bad faith.

According to the report, if the judge awards punitive damages,
Mr. Blixseth said in a court filing he will donate the entire
award "to an organization providing legal defense to indigent
persons."  Mr. Blixseth contends Montana filed the involuntary
petition to "gain a litigation advantage" in a dispute over
$59 million in taxes claimed by the state.

Mr. Rochelle relates that after the involuntary petition was
filed, Mr. Blixseth settled with the states of Utah and California
by paying them a collective $1.9 million, or about 85 percent of
what they were claiming.  Mr. Blixseth didn't pay the $219,000
that Montana said was an undisputed claim.  The bankruptcy judge
dismissed the petition when he concluded it shouldn't have been
filed in Nevada.

Although the judge is allowing Montana to refile the petition in a
proper location, he also set a Sept. 1 hearing where Mr. Blixseth
can ask for damages.  Mr. Blixseth contends reimbursement of his
$815,000 is automatic because he defeated the petition.  He
contends punitive damages are proper for the state's bad-faith
filing.

                     About Timothy Blixseth

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

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

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

                     About Edra D. Blixseth

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

                    About Yellowstone Mountain

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

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

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

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


TOWNLAKES SQUARE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Townlakes Square, LLC
        5434 Adams Morgan Way
        New Port Richey, FL 34653

Bankruptcy Case No.: 11-10634

Chapter 11 Petition Date: May 31, 2011

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

Debtor's Counsel: James L. Clark, Esq.
                  JAMES L. CLARK, PA
                  701 S. Howard Avenue, Suite 201
                  Tampa, FL 33606
                  Tel: (813) 835-8884
                  Fax: (813) 333-7399
                  E-mail: fedcourt@clarklawyer.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-10634.pdf

The petition was signed by Miguel Perez, managing member.


TP INC: Taps Shipman & Wright to Handle Matters on BofA Claims
--------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina authorized TP, Inc., to
employ Gary K. Shipman and Shipman & Wright, L.L.P., as special
counsel to assist in matters relating to claims by Bank of America
and its agents.

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

The firm can be reached at:

         Gary K. Shipman, Esq.
         SHIPMAN & WRIGHT, L.L.P.
         575 Military Cutoff Road, Suite 106
         Wilmington, NC 28405
         Tel: (910) 762-1990
         Fax: (910) 762-6752

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel.  In its schedules, the Debtor disclosed
$13,156,424 in assets and $4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Trustee Taps Shipman & Wright to Handle BofA Claims Suit
----------------------------------------------------------------
Algernon L. Butler, III, the duly-appointed Chapter 11 trustee in
the case of TP Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to retain
Shipman & Wright, L.L.P., as special counsel.

The firm will be assisting the trustee in matters relating to
claims by Bank of America, N.A.

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

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel, and Gary K. Shipman and Shipman & Wright,
L.L.P., as special counsel to assist in matters relating to claims
by Bank of America and its agents.
  In its schedules, the Debtor disclosed $13,156,424 in assets and
$4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Taps Trawick H. Stubbs to Handle Reorganization Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized TP, Inc., to employ Trawick H. Stubbs, Jr.,
and Stubbs & Perdue, as substitute counsel.

The Debtor related that the Court approved Ayers & Haidt, P.A.'s
motion to withdraw as counsel.  The Debtor's former counsel, Ayers
& Haidt, said that its representation of the Debtor related
exclusively to the filing of a Chapter 11 petition.

Trawick H. Stubbs is representing and assisting the Debtor in
carrying out its duties under the provision of Chapter 11 of the
Bankruptcy Code.

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

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  In its schedules, the Debtor disclosed $13,156,424
in assets and $4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Ch. 11 Trustee Wants BofA's Foreclosure Temporarily Stayed
------------------------------------------------------------------
Algernon L. Butler, III, the duly-appointed Chapter 11 trustee in
the case of TP Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to:

   -- modify, amend or set aside the consent order allowing relief
      from automatic stay, or, in the alternative, to reinstate
      the automatic stay, as to Bank of America, N.A., and
      alternatively,

   -- enjoin BOA from taking any further action to foreclose on
      any property of the Debtor.

The trustee relates that subsequent to the entry of the consent
order on Feb. 17, 2011, BofA resumed its actions to foreclose on
the property of the bankruptcy estate, and a sale of the estate's
property.

The trustee explains that if BofA's impending foreclosure is
temporarily stayed for a short period of time, he will be able to
negotiate a resolution whereby the plat can be recorded before any
foreclosure sale, thereby resulting in an increase in the value of
the Oceanaire property before any foreclosure sale by BOA takes
place.  Oceanaire Property, currently consists of one or two
larger tracts but has been platted to be 29 lots.

The trustee believes that all parties would benefit from the
recordation of the plat before any foreclosure sale as in that
event the property would, in all likelihood, be worth
substantially more at the time of any sale.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel, and Gary K. Shipman and Shipman & Wright,
L.L.P., as special counsel to assist in matters relating to claims
by Bank of America and its agents.
  In its schedules, the Debtor disclosed $13,156,424 in assets and
$4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.  The trustee also tapped Shipman & Wright,
L.L.P., to assist in matters relating to Bank of America, N.A.'s
claims.


TP INC: Chapter 11 Trustee Can Retain Butler & Butler as Counsel
----------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina authorized Algernon L.
Butler, III, the duly-appointed Chapter 11 trustee in the case of
TP Inc., to retain Butler & Butler, LLP, as counsel.

As reported in the Troubled Company Reporter on April 28, 2011,
the Court denied separate requests by Bank of America and the
bankruptcy administrator to dismiss, or in the alternative,
convert the chapter 11 case of  to one under Chapter 7 of the
Bankruptcy Code.  The Court instead granted BofA's request for
appointment of a chapter 11 trustee.  The Court also allowed
BofA's motion for an order authorizing disbursement of funds,
though the Court directed a different disposition of those funds.

Butler & Butler is representing the Chapter 11 trustee in the
Debtor's bankruptcy proceedings.

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

The firm can be reached at:

         BUTLER & BUTLER, LLP
         P.O. Box 38
         Wilmington, NC 28402
         Tel: (910) 762-1908
         Fax: (910) 762-9441

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents
the Debtor.  In its schedules, the Debtor disclosed $13,156,424
in assets and $4,129,049 in liabilities.


TRIMAS CORP: S&P Rates Sr. Secured Credit Facilities at 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level 'BB'
rating to Bloomfield Hills, Mich.-based diversified industrial
manufacturer TriMas Corp.'s proposed senior secured credit
facilities. "We are also assigning a recovery rating of
'1', indicating our expectation of a very high (90%-100%) recovery
in the event of a payment default, to the senior secured first-
lien facilities, which consist of a $75 million revolver and a
$225 million term loan, due in 2016 and 2017," S&P noted.

"Our 'B-' issue rating and '6' recovery rating on the company's
existing senior secured notes remain unchanged. Proceeds from the
new senior secured facilities will be used to repay outstanding
balances on TriMas' existing credit facilities," S&P continued.

According to S&P, "Our ratings on TriMas reflect our assessment of
the company's competitive position in niche industrial markets and
aggressively leveraged financial risk profile. Still, the company
has achieved improved credit measures commensurate with the
ratings. We expect the progress the company has made on
deleveraging will continue as the recovery in industrial markets
is sustained."

"We view TriMas' liquidity as adequate. Cash pro forma for the new
credit facilities, together with the company's access to its
proposed $75 million revolving credit facility and existing $75
million accounts receivable facility, will be the primary sources
of liquidity; positive free cash flow generation will also be a
source. We expect there will be sufficient cushion on TriMas'
covenants proposed under the new facilities. The refinancing of
the credit facilities extends maturities comfortably beyond those
of the existing credit facilities. We expect TriMas' improved
operating performance to sustain and help maintain near-term
rating stability," S&P stated.

Ratings List

TriMas Corp.
Corporate credit rating                          B+/Stable/--

New Ratings

TriMas Corp./TriMas Co. LLC
$75 mil 1st lien revolving cred fac due 2016    BB
  Recovery rating                                1
$225 mil 1st lien term loan due 2017            BB
  Recovery rating                                1


TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 78.96 cents-on-the-dollar during the
week ended Friday, June 3, 2011, an increase of 0.37 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Moody's B2 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 211 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                             About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 84.84 cents-on-the-dollar during the
week ended Friday, June 3, 2011, a drop of 0.29 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 211 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


US AIRWAYS: USAPA Pilots File Suit for Unilateral Changes to CBA
----------------------------------------------------------------
The pilots of US Airways, represented by the US Airline Pilots
Association (USAPA), have filed a complaint against defendant US
Airways in the U.S. District Court Southern District of New York
alleging that US Airways has violated its duty to maintain the
status quo during contract negotiations as required by the Railway
Labor Act (RLA).

In its complaint, USAPA alleges:

-- US Airways has unilaterally altered the parties' collective
   bargaining agreements by intentionally frustrating and
   abrogating the contractual grievance and arbitration procedures
   outlined in the collective bargaining agreements.

-- US Airways has deliberately delayed the scheduling of disputes
   as required under the Railway Labor Act. It has failed to
   prosecute disciplinary and contractual grievances in a timely
   fashion and refused to complete arbitration hearings within the
   allotted, agreed upon time. Its actions have created a backlog
   of more than 500 unresolved grievances. Lastly, US Airways has
   refused to follow well-established and agreed upon procedures
   and practices regarding the settlement of disciplinary and
   contractual disputes.

-- US Airways has violated its obligations under the RLA to
   maintain the status quo with respect to terms and conditions of
   employment for those US Airways employees represented by USAPA.

-- US Airways has also violated the RLA by intentionally failing
   to "exert every reasonable effort" to reach a settlement with
   USAPA regarding an integrated collective bargaining agreement.
   USAPA believes the defendant has bargained in bad faith in
   violation of the RLA by engaging in surface bargaining and
   employing evasive and dilatory tactics with respect to the
   ongoing major dispute.

-- US Airways has demonstrated a clear intention not to reach an
   agreement with USAPA regarding an integrated collective
   bargaining agreement, and therefore has violated the Railway
   Labor Act.

-- US Airways has committed an additional violation of the Railway
   Labor Act by failing to "exert every reasonable effort ... to
   settle all disputes ... arising out of the application of" the
   current collective bargaining agreements.

-- US Airways has failed to make "every reasonable effort" to
   settle or otherwise resolve contractual interpretation disputes
   in violation of the Railway Labor Act.

USAPA feels that the egregious nature of these illegal acts has
been compounded by important safety grievances that remain
unresolved as a result of US Airways' actions.

In a statement to the US Airways pilots, USAPA President Mike
Cleary said, "Each of us is painfully aware that remaining mired
in bankruptcy-era contracts after six years has created a level of
hardship for our families that is unsustainable.  The honesty,
moral character and integrity that we have applied to our
obligations during negotiations have been met with exactly the
opposite from management.  They have used every opportunity to
stall, delay and attempt to exhaust the resources of our union and
our pilot group.  It is time for it to stop.  We look to the legal
system to provide relief and get our negotiations back on the
level playing field that the statute requires."

In its complaint, USAPA seeks to enjoin US Airways from
unilaterally abrogating and altering the relevant collective
bargaining agreements pending completion of the RLA's major
dispute resolution procedure. USAPA requested that the District
Court issue a preliminary injunction prohibiting US Airways from
engaging in this misconduct.

In his letter to the pilots, President Cleary went on to state, "I
have no doubt that Management will respond in a punitive fashion
to this demand for statutory compliance by taking hostages with
the discipline mechanisms that are at their disposal.  I can
promise you that when they do, your union will respond swiftly and
aggressively to defend and protect your jobs and your rights."

                        About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) --  http://www.USAirlinePilots.org/--
represents the more than 5,000 mainline pilots who fly for US
Airways. USAPA's mission is to ensure safe flights for airline
passengers by guaranteeing that their lives are in the hands of
only the most qualified, competent and well-equipped pilots. USAPA
will fight against any practices that may jeopardize its pilots'
training, equipment, workplace environment, compensation or
work/life balance, or that compromise its pilots' ability to
execute the optimal flight.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 94.63 cents-
on-the-dollar during the week ended Friday, June 3, 2011, a drop
of 0.36 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 3, 2014, and
carries Moody's B3 rating.  The loan is one of the biggest gainers
and losers among 211 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


U.S. RENTAL: Moody's Rates Amended Credit Facility at 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 33%) to U.S. Renal
Care, Inc.'s (U.S. Renal) proposed amended and restated credit
facility, consisting of a $40 million revolving credit facility
and a $215 million senior secured term loan. Moody's also affirmed
the company's B2 Corporate Family and Probability of Default
Ratings. The outlook for the ratings is stable. Moody's
understands that the proceeds of the amended facility will be used
to repay amounts outstanding under the existing term loan and fund
a distribution to shareholders. Therefore, Moody's will withdraw
the ratings on the existing facility at the close of the proposed
transaction.

Ratings assigned:

   -- $40 million senior secured revolving credit facility
      expiring 2016, B1 (LGD 3, 33%)

   -- $215 million senior secured term loan due 2017, B1, (LGD 3,
      33%)

Ratings affirmed:

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- $40 million senior secured revolving credit facility
      expiring 2015, B1 (LGD 3, 35%) (to be withdrawn upon
      completion of the amendment)

   -- $132.5 million senior secured term loan due 2016, B1 (LGD 3,
      35%) (to be withdrawn upon completion of the amendment)

RATINGS RATIONALE

"While the B2 Corporate Family Rating was affirmed, the
incremental leverage taken on to fund the distribution to
shareholders significantly reduces the company's ability to absorb
any negative developments at the current rating level," said Dean
Diaz, a Senior Credit Officer at Moody's. "We also believe free
cash flow will remain constrained in the near term as the company
has seen increases in days sales outstanding due to the industry's
transition to the new Medicare bundled payment system and is
expected to continue to invest aggressively in de novo clinic
development," continued Diaz.

U.S. Renal's B2 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with
considerable leverage, which is increased as a result of the
proposed debt financed distribution to shareholders. The rating
also reflects Moody's expectation of modest free cash flow after
considering capital spending related to investments in de novo
facilities. Further, the company has relatively small scale and a
high concentration of revenue from government based programs.
However, the rating also reflects Moody's expectation of continued
progress in integrating the operations of DCA (acquired in June
2010) and a stable industry profile characterized by increasing
incidences of end stage renal disease and the medical necessity of
the service provided.

If the company continues to increase leverage to fund acquisitions
or shareholder initiatives Moody's could downgrade the ratings.
More specifically, if Moody's expects leverage to be sustained
above 5.5 times, it could downgrade the ratings. Additionally,
Moody's could downgrade the ratings if it anticipates that the
company will have negative free cash flow coverage of debt for a
sustained period of time, resulting from either operating
difficulty, investments in de novo centers that have a lower than
expected or delayed returns, reimbursement changes that
unfavorably impact U.S. Renal's operating results or adverse
developments related to ongoing investigations of the company by
the OIG and the US Attorney for the District of New Jersey. The
OIG investigation relates to certain of the acquired DCA clinics
and was initiated prior to U.S. Renal's acquisition of DCA.

Given the increase in leverage to fund the proposed distribution,
Moody's does not anticipate an upgrade of the ratings in the near
term. However, if the company improves operating results or repays
debt such that debt to EBITDA is sustained below 5.0 times and
free cash flow to debt is around 10%, Moody's could upgrade the
ratings.

U.S. Renal Care, Inc.'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
U.S. Renal Care, Inc.'s core industry and believes U.S. Renal
Care, Inc.'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.

U.S. Renal provides dialysis services to patients who suffer from
chronic kidney failure. At March 31, 2011, the company provided
dialysis services through 86 outpatient facilities in 11 states.
In addition, the company provided acute dialysis services through
contractual relationships with 22 hospitals and dialysis to
patients in their homes. U.S. Renal recognized approximately $271
million in revenue for the twelve months ended March 31, 2011.


VERENIUM CORP: Three Directors Elected at Annual Meeting
--------------------------------------------------------
Verenium Corporation's Annual Meeting of Stockholders was held on
May 25, 2011.  There were 12,612,352 shares of common stock
entitled to be voted as of April 15, 2011, and 8,106,296 shares
present in person or by proxy, at the Annual Meeting.

Two items of business were acted upon by stockholders at the
Annual Meeting.  Stockholders elected the three nominees to serve
on the board of directors until the 2014 Annual Meeting of
Stockholders namely (1) Mr. Peter Johnson, (2) Ms. Cheryl
Wenzinger and  (3) Mr. Michael Zak.

Stockholders ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for its
fiscal year ending Dec. 31, 2011.

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company's balance sheet at March 31, 2011, showed $73.52
million in total assets, $65.80 million in total liabilities and
$7.72 million in stockholders' equity.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.


VIEW SYSTEMS: William Price Resigns From Board of Directors
-----------------------------------------------------------
Director William Paul Price resigned from the board of directors,
citing personal reasons.  Mr. Price will continue to serve View
Systems, Inc., as a vice-president.  Mr. Price did not resign
because of a disagreement with the Company on any matter relating
to its operations, policies or practices.  The Company accepted
Mr. Price's resignation from the board of directors on May 31,
2011.

                         About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.

The Company's balance sheet at March 31, 2011, showed
$1.16 million in total assets, $1.43 million in total liabilities,
and a stockholders' deficit of $266,825.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.


VITRO SAB: Creditors Committee Taps Akin Gump as Bankr. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Vitro Asset Corp., et al., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to retain Akin
Gump Strauss Hauer & Feld LLP as its counsel.

Akin Gump will be representing the Committee in the Debtors'
bankruptcy proceedings.

The hourly rates of Akin Gump's personnel are:

         Michael S. Stamer, partner             $975
         Abid Qureshi, partner                  $790
         Sarah Link Schultz, partner            $700
         Alexis Freeman, counsel                $675
         David A. Kazlow, associate             $510
         Kristine G. Manoukian, associate       $510
         Partners                           $500 - $1200
         Special Counsel and Counsel        $415 -  $805
         Associates                         $335 -  $625
         Paraprofessionals                  $125 -  $310

Mr. Stamer assures the Court that Akin Gump is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        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.


VITRO SAB: Units File Schedules of Assets and Liabilities
---------------------------------------------------------
VVP Finance Corporation, a debtor-affiliate of Vitro, S.A.B. de
C.V., filed with the U.S. Bankruptcy Court for the Northern
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $175,297,012*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,022,960*
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0*
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $1,225,645,763*
                                 -----------      -----------
        TOTAL                   $175,297,012*  $1,235,668,723*

Three affiliates also filed their respective schedules,
disclosing:

VVP Funding Corporation
          assets: $3,072,790*
          liabilities: $0*

Super Sky International, Inc.
          assets: $0*
          liabilities: $1,226,309,862*

Super Sky Products, Inc.
          assets: $16,686,428*
          liabilities: $1,225,003,538*

Vitro America, LLC
          assets: $0
          liabilities: $0

* plus undetermined amount

                        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.


VVP HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: VVP Holdings, LLC
          fka VVP Holdings Corp.
        965 Ridge Lake Boulevard, Suite 300
        Memphis, TN 38120

Bankruptcy Case No.: 11-33564

Chapter 11 Petition Date: June 2, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Camisha Lashun Simmons, Esq.
                  FULBRIGHT & JAWORSKI L.L.P.
                  2200 Ross Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 855-8000
                  Fax: (214) 855-8200
                  E-mail: csimmons@fulbright.com

Debtor's
Accountant:       ERNST & YOUNG LLP

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

The petition was signed by Ricardo Maiz, chief financial officer.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Vitro America, LLC                    11-32602            04/06/11
Super Sky Products, Inc.              11-32604            04/06/11
Super Sky International, Inc.         11-32605            04/06/11
VVP Finance Corporation               11-32611            04/06/11
VVP Funding Corporation               11-33161            05/09/11
Vitro S.A.B. de C.V.                  11-11754            04/14/11

Debtor's List of three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of New York Mellon            Guaranty - 2017    $700,000,000
Indenture Trustee for the 2012     Notes
and 2017 Notes
101 Barclay Street, 4E
New York, NY 10286

Bank of New York Mellon            Guaranty - 2012    $300,000,000
Indenture Trustee for the 2012     Notes
and 2017 Notes
101 Barclay Street, 4E
New York, NY 10286

U.S. Bank National Association     Guaranty - 2013    $225,000,000
Indenture Trustee for the 2013     Notes
Notes
100 Wall Street, #16
New York, NY 10005


W&T OFFSHORE: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
(same as the corporate credit rating) and '4' recovery ratings to
Houston-based exploration and production (E&P) company W&T
Offshore Inc.'s $600 million senior notes due 2019. The '4'
recovery rating indicates our expectation of an average (30% to
50%) recovery in the event of default.

"At the same time we revised the recovery rating on the existing
$450 million senior unsecured notes due 2014 to '4', from '3'. The
issue rating on these notes remains 'B'," S&P said.

The company will use the proceeds of the notes to tender for its
existing $450 million senior unsecured notes due 2014. The
remaining proceeds will be used to repay debts on the company's
revolving credit facility. As of March 31, 2011, W&T Offshore Inc.
had approximately $707 million in adjusted debt, adjusted $257
million for asset retirement obligations (ARO's).

The ratings on the independent oil and gas E&P company W&T
Offshore Inc. reflect what Standard & Poor's views as the
company's vulnerable business risk profile, which is largely a
result of the cyclical and capital-intensive nature of the
industry, high finding and development (F&D) costs, weak internal
reserve replacement measures, and current softness in natural gas
prices. "Our ratings also reflect W&T's management's long
operating history in the Gulf, healthy oil prices, a well-balanced
production mix between crude oil and natural gas, and adequate
liquidity," S&P noted.


Ratings List
W&T Offshore Inc.
Corporate credit rating                B/Stable/--

New Rating
$600 mil sr notes due 2019             B
   Recover rating                       4

Revised recovery rating
                                        To       From
$450 mil sr unsecured notes            B        B
  Recovery rating                       4        3


WASHINGTON MUTUAL: Defeats Managers' Deferred Compensation Claims
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc. defeated the claim of some of
its former managers to $69 million in deferred compensation when
the bankruptcy judge handed down a 30-page opinion June 2.

According to the report, the dispute involved a so-called top hat
plan under which senior workers can defer paying taxes on a
portion of their income.  Although the money is technically held
in a trust by the company, tax law requires that the deferred
compensation be paid only from general assets of the business.  If
the company becomes insolvent, creditors have a first call on the
deferred payments.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath in
Delaware agreed with the workers that they were entitled to a so-
called constructive trust because WaMu didn't pay out benefits on
request in 2007.  In the process, she said that bankruptcy law
doesn't preclude constructive trusts in proper circumstances.
Ultimately, though, the workers lost because Walrath ended the
opinion by finding that the unfunded nature of the trust meant
there was no identifiable property that could be subject of a
constructive trust.

Judge Walrath, according to Mr. Rochelle, also described how WaMu
paid deferred compensation to its highest-level executives while
it refused to make payments to those participating in the $69
million fund.  As a result of the ruling, participants in the fund
will have general unsecured claims.

Mr. Rochelle notes Judge Walrath's opinion is notable for how it
finds loopholes in the law on deferred compensation plans giving
workers hope they won't lose their benefits if the employer goes
bankrupt.

According to Mr. Rochelle, WaMu may or may not have a seventh
amended plan.  There is a tentative settlement where existing
equity holders may receive some of the new stock if there is final
agreement on terms of a revised plan.  Absent a final agreement,
WaMu says it will go ahead at a June 29 hearing by seeking
approval of the sixth amended plan where existing equity holders
receive nothing.

                    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.


WASHINGTON MUTUAL: Owns Funds in Predecessor's Employee Trusts
--------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath ruled Wednesday that Washington
Mutual, Inc. is the owner and entitled to all the funds held in
trusts created in connection with deferred employee compensation
plans established by the Detor's predecessor.  The funds may be
used to pay creditors in accordance with the priorities of the
Bankruptcy Code and terms of any plan of reorganization that may
be confirmed.

WMI was a savings and loan holding company, which had acquired,
inter alia, Home Savings of America, FSB, the successor to H.F.
Ahmanson & Company.  Certain employees of Home Savings and/or
Ahmanson had enrolled in various deferred compensation plans.  In
conjunction with the Ahmanson Plans, trusts were created and
funded by Home Savings and its predecessors.  After WMI acquired
it, Home Savings was merged into Washington Mutual Bank and the
Plan Participants became employees of WMB.

In its bankruptcy case, the Debtors sought authority to terminate
the Ahmanson Plans and their related trusts and to exercise
ownership rights in the trust assets, which as of Feb. 28, 2009,
had roughly $69 million.  Several of the Plan Participants opposed
the Motion.   The Court held a hearing on Sept. 25, 2009, at which
time the Debtors relied on declarations of two witnesses -- Robbyn
Dewar, the WMB Human Resources Department employee responsible for
supervision of the Ahmanson Plans and Laura Malafronte, the person
at Mullin Consulting, Inc., which served as the record keeper for
the Ahmanson Plans.  The Plan Participants presented live
testimony by four of the Plan Participants.  At the conclusion of
the hearing, the Court took the matter under advisement and asked
for additional briefing on certain issues raised by the testimony.
Subsequent to the hearing, the Debtors filed a Motion to
supplement the record.  After oral argument on that motion, the
Court reopened the record and a further hearing was held at which
Ms. Malafronte and Ms. Dewar testified live. Thereafter, the
parties filed post-trial briefs.

The Debtors contend that the Ahmanson Plans are what are commonly
referred to as "top hat" plans because they provide a means by
which top management may receive tax benefits by deferring the
receipt of a portion of their compensation.  To qualify for the
deferred tax benefits, the plan must be "unfunded," that is it
must provide that any distributions to the employees will come
only from the general assets of the company.  The Debtors contend
that the Ahmanson Plans met this requirement of a top hat plan by
providing, inter alia, that "[t]he Company shall make any or all
distributions pursuant to this Plan in cash out of its general
assets."

A top hat plan may create a trust -- often referred to as a
"rabbi" trust -- into which the employer deposits funds sufficient
to cover its obligations under the plan without affecting its
"unfunded" status, so long as the employees have no interest in
the trust and the trust assets are considered part of the
company's general assets.

The Debtors assert that the provisions of the Ahmanson Plans and
Trusts make it clear that they are top hat plans.  These include
the statements that (1) they are unfunded; (2) the Debtors are not
required to segregate funds for the Plans; (3) the creation of
separate accounts or records does not create a lien in favor of
the Plan Participants; (4) the Debtors retain title to the Trusts'
assets; (5) the Debtors are responsible for taxes on the trust
assets; (6) any payments due under the Ahmanson Plans are general
unsecured liabilities of the Debtors; (7) the Plan Participants
have no preferred claim or beneficial interest in the Trusts'
assets; (8) assets of the Trusts are subject to the claims of the
Debtors' creditors (id.); and (9) if the trustee determines that
the Debtors are insolvent, he shall cease any payments to the Plan
Participants and hold the Trusts' assets for the benefit of the
Debtors' creditors.

As a result of the express language of the Ahmanson Plans, the
Debtors argue that the Plan Participants have no right to the
Trusts' assets and that they should be turned over to the Debtors
for distribution to their creditors pursuant to any plan of
reorganization that may be confirmed.

The Plan Participants argue that, although the Ahmanson Plans may
be top hat plans, the Court should nonetheless impose a
constructive trust on the Trusts' assets because of the Debtors'
wrongful conduct.  Specifically, they point to the Debtors'
refusal prior to the bankruptcy filing to give them their funds
although they had an absolute right to withdraw them from the
Ahmanson Plans.

Judge Walrath said the Plan Participants' claim for a constructive
trust must fail.  Their claims will be allowed as general
unsecured claims because they do not have a right to the funds in
the Ahmanson Trusts that is superior to the rights of the other
general unsecured creditors.

A copy of Judge Walrath's June 1 Opinion is available at
http://is.gd/QvBYjMfrom Leagle.com.

                    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.


WAVE HOUSE: Files Schedules of Assets & Liabilities
---------------------------------------------------
Wave House Belmont Park, LLC. filed with the U.S. Bankruptcy Court
for the District Minnesota, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets              Liabilities
  ----------------              -------              -----------
A. Real Property               $20,000,000
B. Personal Property            $8,372,703
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $16,507,624
E. Creditors Holding
   Unsecured Priority
   Claims                                               $508,843
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $594,590
                                  --------        --------------
      TOTAL                    $28,327,703           $17,611,057

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.


WHIRLPOOL CORP: Moody's Affirms (P)Ba1 Sr. Sub. (Shelf) Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the $250
million senior unsecured notes to be issued by Whirlpool
Corporation. The Baa3 ratings of Whirlpool's existing senior
unsecured debt and its Prime-3 commercial paper rating remain
unchanged. The rating outlook is positive.

"We expect that the proceeds from this offering and existing cash
will be used to repay an upcoming $300 million maturity of other
senior unsecured debt," said Kevin Cassidy, Senior Credit Officer
at Moody's Investors Service.

Moody's believes that Whirlpool's enhanced cost structure,
continuing cost control initiatives, and stabilizing or improving
demand trends in most regions, should enable it to continue
improving profitability despite higher raw material costs.
Whirlpool announced a U.S. 8% to 10% price increase, effective
April 7, 2011, to offset the higher costs. "We remain cautious
about the consumer's willingness to pay higher prices, especially
when gas prices are very high, oil is around $100 a barrel and
there is continuing uncertainty in the global macro economy,"
Cassidy noted. However, even if Whirlpool is unable to obtain all
of its proposed price increases, Moody's believes that higher
prices for the more expensive products will hold since more
affluent consumers are the ones purchasing these products.

RATING RATIONALE

Whirlpool's Baa3 rating reflects its significant scale with
revenue over $18 billion, significant geographic diversification
throughout the world and a very strong brand name and liquidity
profile. The rating also reflects strong (and steadily improving)
credit metrics over the last two years with EBITA margins of 6.7%
and retained cash flow to net debt well over 35%. Despite higher
raw material and gas prices, Moody's believes that credit metrics
should remain flat or possibly improve in 2011 with debt to EBITDA
remaining below 3 times and retained cash flow to debt staying
around 35%. The ratings are constrained by the risks associated
with high input and transportation costs and the impact this may
have on demand and profitability. The continued uncertainty in
discretionary consumer spending for low and mid-tier consumers is
also a risk, as is the fragility of the U.S. housing market and
high unemployment levels.

If Whirlpool can improve its profitability and credit metrics to
pre-recession levels or better in the face of higher raw material
prices, concerns about higher gas prices, concerns over European
macro-economic issues, and the continuing uncertainty in the
housing market, its rating could be upgraded. Specifically, an
upgrade would require debt/EBITDA approaching 2.5 times, EBITA
margins close to 7%, and retained cash flow to net debt
sustainable at 30% or higher (all metrics incorporating Moody's
standard analytic adjustments).

While unlikely at the current time, ratings could be downgraded if
North America and European appliance demand decreases or operating
performance otherwise weakens. Key credit metrics that could drive
a downgrade would be debt/EBITDA sustained above 4 times, EBITA
margins approaching 3%, or retained cash flow to net debt in the
low double digits. A rapid deterioration in liquidity or adoption
of a more aggressive financial policy could also trigger a
downgrade.

These ratings were affirmed:

   -- Senior Unsecured at Baa3;

   -- Senior Unsecured (Shelf) at (P)Baa3 ;

   -- Senior Subordinated (Shelf) at (P)Ba1;

   -- Commercial Paper at Prime-3

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Based in Benton Harbor, MI, Whirlpool Corporation manufactures and
markets a full line of major appliances and related products
including laundry appliances, refrigerators and freezers, cooking
appliances and other appliance products.

The company markets products under several brands including
Whirlpool, Maytag, KitchenAid and several others. Revenue
approximated $18.5 billion for the twelve months ended March 31,
2011.


WHITE BIRCH: S&P Retains 'D' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' issue-level
and '6' recovery ratings on White Birch Paper Co.'s first-lien and
second-lien term debt. The withdrawal of the issue-level ratings
followed the company's bankruptcy filings under Chapter 11 in the
U.S. Bankruptcy Court and under the Companies' Creditors
Arrangement Act in Canada on Feb. 24, 2010.

White Birch is the second-largest newsprint producer in North
America behind AbitibiBowater Inc., which emerged from bankruptcy
protection in December 2010.

Ratings List
White Birch Paper Co.
Corporate credit rating      D/--/--

Ratings withdrawn
                              To              From
First-lien term debt         NR              D
Second-lien term debt        NR              D


WHITEHORSE II: Moody's Lifts Rating on Class B-1L Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Whitehorse II Ltd.:

   -- US$232,000,000 Class A-1L Floating Rate Notes Due June 2017
      (current outstanding balance of $144,864,374), Upgraded to
      Aaa (sf); previously on July 7, 2009 Downgraded to Aa1 (sf);

   -- US$ 25,000,000 Class A-2L Floating Rate Notes Due June 2017
      (current outstanding balance of $21,000,000), Upgraded to
      Aa1 (sf); previously on July 7, 2009 Downgraded to A2 (sf);

   -- US$ 15,500,000 Class A-3L Floating Rate Notes Due June 2017,
      Upgraded to A2 (sf); previously on July 7, 2009 Confirmed at
      Ba1 (sf);

   -- US$12,750,000 Class B-1L Floating Rate Notes Due June 2017,
      Upgraded to Ba1 (sf); previously on July 7, 2009 Confirmed
      at B1 (sf).

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A-1L Notes, which have
been paid down by approximately 38% or $87.1 million since the
rating action in July 2009. As a result of the delevering, the
overcollateralization ratios have increased since the rating
action in July 2009. As of the latest trustee report dated May 5,
2011, the Senior Class A, Class A, and Class B-1L
overcollateralization ratios are reported at 130.3%, 119.2% and
111.3%, respectively, versus June 2009 levels of 120.0%, 113.1%,
and 107.3%, respectively.

Moody's also notes that the credit profile of the underlying
portfolio has been relatively stable since the last rating action
while the percentage of assets in default has decreased. Based on
the May 2011 trustee report, the weighted average rating factor is
2,517 compared to 2,681 in June 2009, and there were no assets in
default in the underlying portfolio versus 4.10% in June 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs," key
model inputs used by Moody's in its analysis, such as par,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $216 million, defaulted par of $0, a weighted
average default probability of 23.5615% (implying a WARF of
3,531), a weighted average recovery rate upon default of 44.46%,
and a diversity score of 56. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Whitehorse II, Ltd., issued in November 2005, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in August 2009.  Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

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

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

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

Moody's Adjusted WARF -- 20% (2824)

Class A-1L: 0

Class A-2L: +1

Class A-3L: +3

Class B-1L: +2

Moody's Adjusted WARF + 20% (4236)

Class A-1L: 0

Class A-2L: -1

Class A-3L: -1

Class B-1L: -1

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

Sources of additional performance uncertainties are:

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

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

3. Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings.


WOLVERINE PROCTOR: Oversecured Lender Gets Default Interst Rate
---------------------------------------------------------------
WestLaw reports that even if the default rate of interest included
in an oversecured creditor's proof of claim were treated as not
being in the nature of "interest" but rather a "charge," which had
to be reasonable in order to be allowed, the default interest of
12% which the creditor claimed pursuant to the terms of a
promissory note, representing only a 2% increase over the non-
default rate, would be allowed as a "reasonable" rate.  It did not
matter that any increase in the amount of the creditor's secured
claim diminished the funds available to distribute to priority and
unsecured creditors.  The creditor had done nothing to obstruct
the bankruptcy process, and had faced a realistic risk of
nonpayment.  Moreover, the contractual default rate of 12% was the
same rate of interest added to judgments for damages in contract
actions under Massachusetts law.  In re Wolverine, Proctor &
Schwartz, LLC, --- B.R. ----, 2011 WL 1675104 (Bankr. D. Mass.)
(Feeney, J.).

A copy of the Honorable Joan N. Feeney's Memorandum dated May 4,
2011, in Riley v. Tencara, LLC, Adv. Pro. No. 07-1179 (Bankr. D.
Mass.), is available at http://is.gd/yIaQd7from Leagle.com.

Wolverine, Proctor & Schwartz, LLC, filed a voluntary Chapter 7
petition (Bankr. D. Mass. Case No. 06-10815) on April 1, 2006.  In
its amended Schedules, the Debtor disclosed $3.9 million in assets
and $6.6 million in liabilities.  Lynne F. Riley serves as the
Chapter 7 Trustee.


XODTEC LED: Delays Filing of Annual Report on Form 10-K
-------------------------------------------------------
Xodtec LED, Inc., informed the U.S. Securities and Exchange
Commission that its Annual Report on Form 10-K for the fiscal year
ended Feb. 28, 2011, cannot be filed within the prescribed time
period because the Company requires additional time for
compilation and review to insure adequate disclosure of certain
information required to be included in the Form 10-K.  The Company
cannot quantify the results of operations for the year ended
Feb. 28, 2011, as of May 31, 2011, but it believes that the change
for the fiscal year will be consistent with the change in results
of operations for the nine months ended Nov. 30, 2010.  The
Company's Annual Report on Form 10-K will be filed on or before
the fifteenth calendar day following the prescribed due date.

                          About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.

The Company's balance sheet at Dec. 31, 2010, showed $1.84 million
in total assets, $4.57 million in total liabilities, and a
stockholders' deficit of $2.73 million.

As reported in the Troubled Company Reporter on July 23, 2010,
Simon & Edward, LLP, in City of Industry, Calif., expressed
substantial doubt about Xodtec LED's ability to continue as a
going concern, following its results for the fiscal year ended
Feb. 28, 2010.  The independent auditors noted that the Company
has incurred significant operating losses, has serious liquidity
concerns and may require additional financing in the foreseeable
future.


XTL BIOPHARMACEUTICALS: Posts $302,000 Net Loss in First Quarter
----------------------------------------------------------------
In a SEC Form 6-K dated May 31, 2011, XTL Biopharmaceuticals Ltd.
attached an English translation (from Hebrew) of the Company's
interim financial statements for the three months ended March 31,
2011, as submitted on the Tel Aviv Stock Exchange on May 30, 2011.

The Company reported a net loss of $302,000 for the fiscal quarter
ended March 31, 2011, compared with a net loss of $336,000 for the
same period last year.  The Company has no revenues from
operations at this stage and funds its operations from its own
capital and from external sources by way of issuing equity
instruments.

The Company's balance sheet at March 31, 2011, showed
$5.1 million in total assets, $2.6 million in total liabilities,
and stockholders' equity of $2.5 million.

As reported in the TCR on April 6, 2011, Kesselman & Kesselman, in
Tel-Aviv, Israel, expressed substantial doubt about XTL
Biopharmaceuticals' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that during the period ended on Dec. 31, 2010, the Company
had a loss in the amount of $1.3 million and a negative cash flow
from operating activities of $735,000.

A copy of the Form 6-K is available at http://is.gd/EO87it

XTL Biopharmaceuticals Ltd. is engaged in the development of
therapeutics, among others, for the treatment of unmet medical
needs, improvement of existing medical treatment and business
development in the medical realm.  The Company was incorporated
under the Israeli Companies Ordinance on March 9, 1993.  The
Company owns 100% of Xtepo Ltd. and owns 100% of a U.S. company,
XTL Biopharmaceuticals Inc., which was incorporated in 1999 under
the laws of the State of Delaware.

The Company is currently in the preparations for adopting the
Recombinant EPO drug Phase 2 clinical trial designed to treat
cancer patients with multiple myeloma.

Further, the Company has certain milestone rights in the
development of treatment for hepatitis C ("DOS") from Presidio
Pharmaceuticals Inc., a U.S. biotechnology company.


YOU ON DEMAND: Posts $2.6 Million Net Loss in Q1 2011
-----------------------------------------------------
YOU On Demand Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.65 million on $1.70 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $1.07 million on $1.88 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2011, showed
$28.67 million in total assets, $10.35 million in total
liabilities, $5.21 million of convertible redeemable preferred
stock, and stockholders' equity of $13.11 million.

UHY LLP, in Albany, New York, expressed substantial doubt about
YOU On Demand Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred significant losses during 2010
and 2009 and has relied on debt and equity financings to fund
their operations. T

A copy of the Form 10-Q is available at http://is.gd/gC122e

New York City-based YOU On Demand Holdings, Inc. (formerly China
Broadband, Inc.) operates in the media segment, through its
Chinese subsidiaries and variable interest entities ("VIEs"),
(1) a business which provides integrated value-added service
solutions for the delivery of pay-per-view ("PPV"), video-on-
demand ("VOD"), and enhanced premium content for cable providers,
(2) a cable broadband business based in the Jinan region of China
and (3) a television program guide, newspaper and magazine
publishing business based in the Shandong region of China.


* Failed Bank Tally Reaches 45 in 2011
--------------------------------------
Regulators on Friday shut a small bank in South Carolina, the 45th
bank to be shuttered this year.

The Federal Deposit Insurance Corporation, as receiver, seized
Atlantic Bank and Trust, based in Charleston, S.C., which had
$208.2 million in assets and $191.6 million in deposits.  First
Citizens Bank and Trust, based in Columbia, S.C., agreed to assume
its assets and deposits.

The FDIC and First Citizens Bank agreed to share losses on $141.8
million of Atlantic Bank's assets.  The bank's failure is expected
to cost the deposit insurance fund $36.4 million.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party  FDIC Cost
                      Assets of   Bank That Assumed  to Insurance
                    Closed Bank   Deposits & Bought  Fund
   Closed Bank       (millions)   Certain Assets     (millions)
   -----------       ----------   -----------------  ------------
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4

First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Government May Lose $14 Billion on Auto Bailout
-------------------------------------------------
American Bankruptcy Institute reports that the White House said
yesterday that taxpayers could lose roughly $14 billion of the
money spent on auto industry bailouts, despite the industry's
recent recovery.


* Corp. Turnaround Pros Turn Attention to Ailing Municipalities
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that turnaround firms, well known
for their involvement in corporate restructurings, are seeing
increased opportunities to help distressed state and local
governments.


* Liquidity Stress on Junk Companies Increased in May
-----------------------------------------------------
The number of junk-rated companies experiencing financial distress
increased in May for the first time since August, according to a
report from Moody's Investors Service.  Moody's liquidity-stress
index rose in May to 4.4% from 4.1% the month before.  "We don't
view the uptick as signaling the start of a broad reduced-
liquidity trend since it was confined to low-rated issuers,"
Moody's said in its report.  The index measures the percentage of
junk-rated companies with the weakest liquidity scores.  The
liquidity-stress index "remains at historically low levels,"
Moody's said.  The peak was 20.9% in March 2009.


* Marks Paneth & Shron Names Brian L. Fox as CFO
------------------------------------------------
New York-area accounting firm Marks Paneth & Shron LLP (MP&S) has
appointed Brian L. Fox, CPA, 36, as Chief Financial Officer.

At MP&S, Mr. Fox will oversee a strong financial team and
spearhead a financial strategy to support the firm's ongoing
growth and expansion.  MP&S is currently the 30th largest
accounting firm in the nation and the 13th largest in the New York
area.  It employs approximately 475 professionals.

"As we continue to grow and to expand our range of client
services, we are committed to building on the work of our finance
team ensuring that we have the structure and systems in place to
anticipate the needs of our clients and our people," says Arthur
E. Cannata, CPA, and Mark Levenfus, CPA, managing partners of
Marks Paneth & Shron.  "The CFO position is a key element of our
expansion. Brian will help us continue our growth trajectory."

Mr. Fox has extensive experience in leading the finance function
in complex client-service settings.  Mr. Fox most recently served
as Chief Financial Officer of Loureiro Engineering Associates, a
Hartford, Connecticut-based environmental engineering and
construction firm.  While at Loureiro, Mr. Fox was responsible for
the overall accounting and finance function, including oversight
of monthly client billings, project cost variances, management of
401(K) and employee stock ownership plans and treasury management.
He was previously a Divisional CFO for Construction Services and
Consultants, Inc., a West Palm Beach, Florida-based construction
management firm.

Mr. Fox started his career at Arthur Andersen LLP, where he served
as a senior associate in the firm's Assurance and Business
Advisory Services division, based in Hartford, Connecticut, and
West Palm Beach, Florida.  He holds a Master's degree in general
management with a concentration in finance from Harvard University
and a Bachelor's degree in Accounting from the University of
Connecticut.  Mr. Fox resides in Stamford, Connecticut.

                 About Marks Paneth & Shron

Marks Paneth & Shron LLP is an accounting firm with nearly 475
people, of whom approximately 60 are partners and principals. The
firm provides businesses with a full range of auditing,
accounting, tax, bankruptcy and restructuring services as well as
litigation and corporate financial advisory services to domestic
and international clients.  The firm also specializes in providing
tax advisory and consulting for high-net-worth individuals and
their families, as well as a wide range of services for
international, real estate, media, entertainment, nonprofit,
professional and financial services and energy clients.  The firm
has a strong track record supporting emerging growth companies,
entrepreneurs, business owners and investors as they navigate the
business life cycle.


* BOND PRICING -- For Week From May 30 to June 3, 2011
------------------------------------------------------

  Company          Coupon   Maturity   Bid Price
  -------          ------   --------   ---------
AMBAC INC            9.50  2/15/2021     11.50
AMBAC INC            7.50   5/1/2023     14.14
AMBAC INC            5.95  12/5/2035     13.06
AMBAC INC            6.15   2/7/2087      1.00
BANK NEW ENGLAND     8.75   4/1/1999     13.50
BANK NEW ENGLAND     9.88  9/15/1999     13.75
BANKUNITED FINL      6.37  5/17/2012      5.50
BANKUNITED FINL      3.13   3/1/2034      7.00
CAPMARK FINL GRP     5.88  5/10/2012     60.00
CS FINANCING CO     10.00  3/15/2012      3.00
DUNE ENERGY INC     10.50   6/1/2012     70.30
EDDIE BAUER HLDG     5.25   4/1/2014      4.00
FRANKLIN BANK        4.00   5/1/2027      7.00
FAIRPOINT COMMUN    13.13   4/2/2018      1.25
GREAT ATLANTIC       9.13 12/15/2011     25.75
GREAT ATLA & PAC     6.75 12/15/2012     32.00
HARRY & DAVID OP     9.00   3/1/2013     17.50
ELEC DATA SYSTEM     3.88  7/15/2023     96.00
HSBC-CALL06/11       6.00 12/15/2017    100.00
IAS-CALL06/11        8.75  6/15/2014    102.13
KAR-CALL06/11       10.00   5/1/2015    105.00
KEYSTONE AUTO OP     9.75  11/1/2013     40.00
LEHMAN BROS HLDG    12.12  9/11/2009      5.39
LEHMAN BROS HLDG    22.65  9/11/2009     24.00
LEHMAN BROS HLDG     6.00   4/1/2011     15.00
LEHMAN BROS HLDG     6.63  1/18/2012     25.92
LEHMAN BROS HLDG     5.25   2/6/2012     24.83
LEHMAN BROS HLDG     6.00  7/19/2012     25.38
LEHMAN BROS HLDG     3.00 11/17/2012     24.25
LEHMAN BROS HLDG     5.00  1/22/2013     24.70
LEHMAN BROS HLDG     5.63  1/24/2013     26.25
LEHMAN BROS HLDG     5.10  1/28/2013     25.00
LEHMAN BROS HLDG     5.00  2/11/2013     25.00
LEHMAN BROS HLDG     4.80  2/27/2013     25.10
LEHMAN BROS HLDG     4.70   3/6/2013     24.63
LEHMAN BROS HLDG     5.00  3/27/2013     24.75
LEHMAN BROS HLDG     5.75  5/17/2013     25.88
LEHMAN BROS HLDG     2.00   8/1/2013     24.38
LEHMAN BROS HLDG     4.80  3/13/2014     25.75
LEHMAN BROS HLDG     5.00   8/3/2014     25.00
LEHMAN BROS HLDG     5.15   2/4/2015     25.00
LEHMAN BROS HLDG     5.25  2/11/2015     25.00
LEHMAN BROS HLDG     8.80   3/1/2015     24.51
LEHMAN BROS HLDG     6.00  6/26/2015     24.00
LEHMAN BROS HLDG     8.50   8/1/2015     25.00
LEHMAN BROS HLDG     5.00   8/5/2015     24.75
LEHMAN BROS HLDG     6.00 12/18/2015     25.00
LEHMAN BROS HLDG     8.92  2/16/2017     25.75
LEHMAN BROS HLDG     8.05  1/15/2019     25.10
LEHMAN BROS HLDG     8.75 12/21/2021     24.13
LEHMAN BROS HLDG    11.00  6/22/2022     24.50
LEHMAN BROS HLDG    11.00  7/18/2022     24.50
LEHMAN BROS HLDG    11.00  8/29/2022     24.38
LEHMAN BROS HLDG     9.50 12/28/2022     24.63
LEHMAN BROS HLDG     9.50  1/30/2023     24.63
LEHMAN BROS HLDG    10.00  3/13/2023     23.85
LEHMAN BROS HLDG    18.00  7/14/2023     24.63
LEHMAN BROS HLDG    10.38  5/24/2024     24.38
LEHMAN BROS INC      7.50   8/1/2026     15.00
LOCAL INSIGHT       11.00  12/1/2017      2.25
MAJESTIC STAR        9.75  1/15/2011     15.00
NEWPAGE CORP        10.00   5/1/2012     41.50
NEWPAGE CORP        12.00   5/1/2013     14.20
RESTAURANT CO       10.00  10/1/2013     13.00
RIVER ROCK ENT       9.75  11/1/2011     91.00
RASER TECH INC       8.00   4/1/2013     29.76
SBARRO INC          10.38   2/1/2015     23.00
THORNBURG MTG        8.00  5/15/2013     11.00
TRANS-LUX CORP       8.25   3/1/2012     14.00
TRANS-LUX CORP       9.50  12/1/2012     15.25
TOUSA INC            9.00   7/1/2010     17.00
TIMES MIRROR CO      7.25   3/1/2013     52.13
MOHEGAN TRIBAL       8.38   7/1/2011     91.00
TRICO MARINE         3.00  1/15/2027      1.00
TEXAS COMP/TCEH      7.00  3/15/2013     29.00
VIRGIN RIVER CAS     9.00  1/15/2012     48.50
WCI COMMUNITIES      7.88  10/1/2013      0.40
WCI COMMUNITIES      4.00   8/5/2023      1.57
WILLIAM LYONS        7.63 12/15/2012     58.50
WILLIAM LYON INC    10.75   4/1/2013     60.00
WOLVERINE TUBE      15.00  3/31/2012     46.75
WASH MUT BANK NV     5.95  5/20/2013      0.25
WASH MUT BANK FA     5.65  8/15/2014      0.30



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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