TCR_Public/110614.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 14, 2011, Vol. 15, No. 163

                            Headlines

7677 APARTMENTS: Voluntary Chapter 11 Case Summary
ADELPHIA COMMUNICATIONS: Distributing Add'l $65 Mil. to Claimants
ADOBE TRUCKING: Court Denies Motion to Convert Case to Chapter 7
ADOBE TRUCKING: Wins OK for Lynch Chapel as Special Counsel
AES THAMES: Proposes to Sell Power to Wholesale Grid Market

ALLEN FAMILY: Wins Access to $3 Million in DIP Cash
ALLEN FAMILY: Case Summary & 30 Largest Unsecured Creditors
AMBAC FINANCIAL: Appoints Diana Adams as President and CEO
AMERICAN APPAREL: Goodman & Company Discloses 7.49% Equity Stake
AMTRUST FINANCIAL: Fails to Reach Deal With Noteholders

ANCHOR BANCORP: Errors Found in Financial Statements
AVAYA INC: Moody's Says Equity Issue Unlikely to Raise Ratings
AVISTAR COMMUNICATIONS: Six Directors Elected at Annual Meeting
AVR INC: Files for Chapter 7 Bankruptcy Protection
BLOSSOM VALLEY: Court to Convene Confirmation Hearing on June 20

BORDERS GROUP: Proposes Additional Services from Deloitte
BORDERS GROUP: Cloutier Resigns as Chief Merchandising Officer
BORDERS GROUP: Mulls Headquarters Move to Van Buren Township
BOZEL S.A.: Sells Substantially All Assets to Japan Metals
BPP TEXAS: Disclosure Statement Hearing Today

BROOKE CORP: Trustee Dismisses Pending Claims Against Addison Low
C-NGA312 LLC: Voluntary Chapter 11 Case Summary
CAMPANA FAMILY: To Discontinue Business after Plan Confirmation
CAPITAL HOME: TCF National Withdraws Case Dismissal Plea
CASCADE BANCORP: Files Form S-8; Registers 5MM Common Shares

CATALYST PAPER: Named to Best 50 Canadian Corporate Citizens List
CENTRALIA OUTLETS: Confirmation Hearing Scheduled for July 15
CHINA INTELLIGENT: Deregisters Unsold Securities
CHRISTIAN BROTHERS: Committee Objects to Use of Cash Collateral
CHRISTIAN BROTHERS: Committee Taps Pachulski Stang as Counsel

CIRCLE ENTERTAINMENT: Borrows $600,000 from Directors, et al.
CLEARWIRE CORP: 4MM Options Validly Tendered in Exchange for RSUs
CORDIA COMMS: Court Approves Trustee Services as Claims Agent
CORDIA COMMS: Gets Final OK to Hire Bilzin Sumberg as Counsel
CORDIA COMMS: Court Approves Source Capital as Investment Banker

CORDIA COMMS: Auction for Assets on July 1; Bid Due June 29
CROATAN SURF: Seeks to Tap Silverang & Donohoe as Co-Counsel
DB ISLAMORADA: Court Dismisses Chapter 11 Case for Cause
DEVELOPING EQUITIES: Court Sets July 20 Disclosures Hearing
DREIER LLP: Committee Seeks Unpaid Fees From Former Clients

DYNEGY INC: Tracy McLauchlin Resigns as SVP and Controller
EAGLE INDUSTRIES: Can Use Bank's Cash Collateral Until Aug. 23
ELK GROVE: Sun Grove Wants to Acquire Gold's Gym Site
EVANS OIL: U.S. Trustee Wants Exclusive Periods Request Denied
FAITH CHRISTIAN: Hearing on Plan Outline Set for July 1

FAITH CHRISTIAN: Sec. 341 Creditors' Meeting Set for July 29
FAITH CHRISTIAN: Taps Charles M. Wynn as Bankruptcy Counsel
FGIC CORP: Plan Outline Hearing Rescheduled for June 30
FOREVERGREEN WORLDWIDE: Files Amendment 1 to Form 10-K for 2010
FPD LLC: Court Okays Sale of Properties to Winning Bidders

FPD LLC: Seeks to Employ Taylor Properties as Listing Agent
FREE AND CLEAR III: Sec. 341 Meeting Set for June 30
FREE AND CLEAR III: Status Conference Set for Aug. 9
GATEWAY HOTEL: Plan Proposes to Pay Creditors in Full Over Time
GB BUSINESS: Case Summary & 8 Largest Unsecured Creditors

GENERAL MARITIME: BlackRock Discloses 4.94% Equity Stake
GENTA INC: Has 191.74 Million Outstanding Common Shares
GREAT ATLANTIC: U.S. Trustee Rehashes Committee Membership
GREENWOOD ESTATES: Frances Gecker Appointed as Chapter 11 Trustee
GREYSTONE PHARMA: Requests to Convert Case to Ch. 7 Withdrawn

GREYSTONE PHARMA: Kevin Crumbo Approved as Chapter 11 Trustee
HARRISBURG, PA: Recovery Plan Calls for Incinerator, Other Sales
HARRISBURG, PA: Appeals Court Revives $34.7 Million Debt Suit
HENRY COUNTY: Authorized Common Stock Hiked to 200 Million Shares
HERCULES OFFSHORE: BlackRock Discloses 4.82% Equity Stake

HIRST DEVELOMENT: Files for Chapter 7 Bankruptcy Protection
HORIZON LINES: Amends Restructuring Support Pact with Noteholders
HUGHES TELEMATICS: AIF V Management Discloses 57.2% Equity Stake
IMPERIAL CAPITAL: Taps Epiq Bankruptcy as Solicitation Agent
JACKIE'S GYMNASTICS: Voluntary Chapter 11 Case Summary

JACKSON HEWITT: FMR LLC Ceases to Own Any of Co.'s Common Shares
JD HIRST: Files for Chapter 7 Bankruptcy Protection
JDB LOCUST: Files for Chapter 7 Bankruptcy Protection
JERICHO LLC: Voluntary Chapter 11 Case Summary
JOHN E. HALL: Atlantic Asset to Conduct Business Liquidation

KELLY 923: Voluntary Chapter 11 Case Summary
KIEBLER RECREATION: U.S. Trustee Wants Ch. 11 Trustee to Take Over
LAS VEGAS MONORAIL: Ambac Opposes July 8 Evidentiary Deadline
LEGACY AT JORDAN: Capital Wants Stay Lifted to Foreclose Property
LEHMAN BROTHERS: Court Orders Barclays to Pay $2 Billion

LEHMAN BROTHERS: Committee Opposes Uniform Rule 2019 Rules
LEHMAN BROTHERS: Proposes to Terminate SASCO Securitization
LEHMAN BROTHERS: JPM Says $8.9-Bil. Collateral Justified
LEHMAN BROTHERS: Asks for Nine-Month Stay of 50 Lawsuits
LIBBEY INC: BlackRock Discloses 3.70% Equity Stake

LOCATEPLUS HOLDINGS: Richard Pyle Resigns as Director
M-WISE INC: Signs Strategic Cooperation Agreement with Vringo
MAGIC BRANDS: Liquidation Don't Warrant Debtor Discharge, IRS Says
MAJESTIC TOWERS: Taps SulmeyerKupetz as General Bankruptcy Counsel
MAJESTIC TOWERS: Taps Steckbauer Weinhart as Real Estate Counsel

MALIBU ASSOCIATES: Wins OK of $45-Mil. DIP Loan from U.S. Bank
MANSIONS AT HASTINGS: Has Stipulation for Cash Use Until June 30
MARVKY CORP: Wants to Hire Investors Construction as Consultant
MERIDIAN MORTGAGE: Calvert Seeks to Recover Property From Berg
MERIDIAN MORTGAGE: Court Approves Trustee's Disclosure Statement

MWM CARVER: To Sell Real Property to William C. Smith & Co.
MONEYGRAM INT'L: BlackRock Discloses 1.25% Equity Stake
MT JORDAND: Has Until June 30 to File Chapter 11 Plan
NATIONAL YOUTH: Files for Chapter 7 Bankruptcy Protection
NAVISTAR INTERNATIONAL: FMR LLC Discloses 6.763% Equity Stake

NEW GENERATION: Alpha Agrees to Loan Additional $1.02 Million
NO FEAR: Seeks to Appoint Avant Advisory' George Blanco as CRO
NO FEAR: Seeks to Appoint Jones Day as IP Counsel
NO FEAR: Committee & Debtors Agree Extension of Exclusive Periods
NURSERYMEN'S EXCHANGE: Katten Muchin to Serve as Special Counsel

ODYSSEY PROPERTIES: Can Hire Holliday Fenoglio as Broker
ODYSSEY PROPERTIES: Has Until July 15 to Exclusively File Plan
OFFSHORE WARRIORS: To Stay in Chapter 11, Eyes Real Estate Sale
OMNI STORAGE: Case Summary & 6 Largest Unsecured Creditors
PANOCHE VALLEY: Hearing on Case Dismissal Plea Set for June 16

PAUL TRANSPORTATION: Plan of Reorganization Wins Court Approval
PEGASUS RURAL: Case Summary & 20 Largest Unsecured Creditors
PERKINS & MARIE: Files for Chapter 11 With Restructuring Deal
PERKINS & MARIE: Case Summary & 40 Largest Unsecured Creditors
PHILLIPS RENTAL: Hearing Exclusivity Extension Set for June 21

PITTSBURGH SYMPHONY: Reaches 3-Year Deal With Orchestra Members
PREMISE MEDIA: Selling Ben Stein Documentary in Ch.7 Liquidation
PRIVATE MEDIA: Posts EUR$1-Mil. Net Loss in First Quarter
QIMONDA RICHMOND: Files Joint Plan; DS Hearing Set for July 12
QIMONDA RICHMOND: Taps Wolimuth Maher as Special Conflicts Counsel

QUEPASA CORP: Seven Directors Elected at Annual Meeting
RASER TECHNOLOGIES: Inks Credit Agreement for $12.5 Million Loan
REID PARK: Court Approves Eric Slocum Parks Hiring
REID PARK: Sec. 341 Creditors' Meeting on June 23
REID PARK: Seeks Valuation Hearing for Hotel

REITTER CORP: Has Until June 24 to File Amended Plan Outline
RIVER ROAD: Mechanics Lien Claimants Object to Lenders' Plan
SAGUARO RANCH: Kennedy, Anglo Make Winning Offer at $14 Million
SATELITES MEXICANOS: Posts $6.4-Mil. First Quarter Net Loss
SHILO INN: Case Summary & 11 Largest Unsecured Creditors

SHOAL CREEK: Voluntary Chapter 11 Case Summary
SOUTH EDGE: Court OKs Schwartzer as Trustee's Local Counsel
SOUTHEASTERN CONSULTING: Files Schedules of Assets & Liabilities
SPOT MOBILE: Receives Default Notice from LV Administrative
ST. FRANCIS OF ASSISI: Files for Chapter 7 Bankruptcy Protection

STILLWATER MINING: Platinum Investment Holds 5.3% Equity Stake
TAO-SAHI, LP: Voluntary Chapter 11 Case Summary
TASANN TING: Ordered to Pay $60,000 Per Month to Cathay
TUBO DE PASTEJE: Seeks to Retain Epiq as Notice & Balloting Agent
UNIGENE LABORATORIES: Employs Ashleigh Palmer as CEO

VISUALANT INC: Closes RATLab LLC Acquisition
VITRO SAB: Biggest Challenge to Mexico Bankruptcy Laws, Panel Says
WASHINGTON MUTUAL: First American Liable for $4.5-Mil. Sham Loan
WHEELER ELECTRONICS: Voluntary Chapter 11 Case Summary
WOLVERINE TUBE: Plan Confirmed; Post-Bankruptcy Officers Named

ZALE CORP: Richard Breeden Discloses 18.51% Equity Stake
ZURVITA HOLDINGS: Sells 1.5-Mil. Pref. Shares to Vicis Capital

* Berger Singerman Among Top Fla. Firms in Chambers USA Guide

* Large Companies With Insolvent Balance Sheets


                            *********


7677 APARTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 7677 Apartments, L.L.C.
        P.O. Box 130665
        Houston, TX 77219

Bankruptcy Case No.: 11-35000

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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

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

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

The petition was signed by Gal Batzri, president of general
partner.


ADELPHIA COMMUNICATIONS: Distributing Add'l $65 Mil. to Claimants
-----------------------------------------------------------------
Adelphia Communications Corporation disclosed a subsequent
distribution of $65 million in cash to holders of allowed claims
against Adelphia pursuant to the First Modified Fifth Amended
Joint Chapter 11 Plan, dated as of Jan. 3, 2007, as confirmed.  In
addition, ACC announced a distribution of $17 million in cash of
the excess of reserves established for Settlement Party Fee Claims
over the amount distributed to Allowed Settlement Party Fee Claim
holders.  Such excess is being distributed to the holders of
Allowed Claims in the Class whose distribution was initially
reduced by the reserves for Settlement Party Fee Claims.

A chart summarizing the distribution of cash to be made to holders
of Allowed Claims against ACC and the distribution of excess
reserves established for Settlement Party Fee Claims is available
in the Important Documents section of the Company's Web site at
http://www.adelphiarestructuring.com/

                 About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
certain affiliated debtors.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.


ADOBE TRUCKING: Court Denies Motion to Convert Case to Chapter 7
----------------------------------------------------------------
As reported in the Ttroubled Company Reporter on April 25, 2011,
PNC Bank, National Association, M&I Business Credit, LLC, Land
Holding, LLC, and Paul Frank asked Judge Ronald B. King of the
U.S. Bankruptcy Court for the Western District of Texas to convert
Adobe Trucking, Inc.'s Chapter 11 case to a case under Chapter 7
of the Bankruptcy Code, citing, among other things, that the
Debtor has no employees and no real plans to restart its business,
has no cash or income to pay its administrative expenses, has not
filed any monthly operating reports during the entire pendency of
its Chapter 11 case and has not filed a disclosure statement or
proposed a plan of reorganization.

On May 16, 2011, the Court entered its order denying the motion
for conversion.  No reasons were cited in the Court's order.

                  About Adobe Trucking, Inc.

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-70353) on
Nov. 23, 2010.  Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.


ADOBE TRUCKING: Wins OK for Lynch Chapel as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court of the Western District of Texas has
approved Adobe Trucking, Inc.'s application to employ Lynch,
Chapell & Alsup as special counsel.

In general, the professional services the Lynch Chapel is with
representation to render legal advice to Debtor regarding all
aspects of this pending adversary proceeding set for trial
Sept. 19, 2011.

As compensation to the special counsel for legal services, Debtor
will, upon the approval of the bankruptcy court, employ the firm
on contingent fee basis.  The special counsel will not be
receiving a retainer.

                   About Adobe Trucking, Inc.

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-70353) on
Nov. 23, 2010.  Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.


AES THAMES: Proposes to Sell Power to Wholesale Grid Market
-----------------------------------------------------------
Patricia Daddona at The Day reports that AES Thames LLC is seeking
to restructure by selling its power directly into the regional
electrical grid, bypassing the power and steam contracts that the
company cites as contributing to its bankruptcy.

According to the report, the Company has a contract extending to
2015 to deliver electricity to Connecticut Light & Power, which
then delivers it to consumers.  The Company also had a contract,
now rejected by the federal court in Wilmington, Del., to sell
steam to the nearby Smurfit-Stone Container Corp.  In late May,
the Georgia firm RockTenn, which makes cardboard, acquired
Smurfit-Stone.

The power plant generates 181 megawatts of electricity.  A
megawatt serves about 1,000 average homes.  The parent company,
AES Corp., operates 132 diverse power generation facilities
worldwide.

Pending a hearing scheduled for July 26 in Wilmington, the federal
court has authorized AES Thames to use cash to pursue an
arrangement to sell electricity into the regional wholesale market
through grid manager ISO New England, according to court
documents.

The court found that the AES Thames "has an immediate need to
obtain the use of cash in which CL&P may claim (an) interest in
order to permit... the orderly continuation of the operation of
its business."  The court found these steps "necessary and
essential" and "fair and reasonable."

AES Thames has proposed hiring a consultant, Charles River
Associates of Boston, to help navigate the move to sell
electricity into the wholesale grid market.  CRA would help AES
Thames become an exempt wholesale generator and navigate the
regulatory and tariff requirements of the market, the Debtor's
attorneys wrote.

CRA reported a possible conflict of interest since one of its
associates is working on behalf of Northeast Utilities' proposed
merger with NSTAR, which is pending before the Federal Energy
Regulatory Commission.  NU is the parent company of CL&P, the
reports says.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


ALLEN FAMILY: Wins Access to $3 Million in DIP Cash
---------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon on Friday cleared Allen Family Foods Inc.
to borrow $3 million to sustain operations as it prepares to sell
the bulk of its assets to a competitor in Chapter 11.

According to Law360, Judge Shannon signed off on an interim order
for the debtor-in-possession financing facility - provided by
secured lender MidAtlantic Farm Credit ACA - along with an order
allowing the company to use its secured lenders' cash collateral
and other customary first-day motions.

Allen Family Foods Inc., along with two affiliates, filed for
Chapter 11 bankruptcy protection with plans to sell itself to an
affiliate of rival Mountaire Farms of Delaware Inc.  Allen Family
is a 92-year-old Seaford, Del., poultry company.  It estimated
assets and liabilities between $50 million and $100 million in its
petition.  Affiliates that filed separate Chapter 11 petitions are
Allen's Hatchery Inc. and JCR Enterprises Inc.


ALLEN FAMILY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Allen Family Foods, Inc.
        126 North Shipley Street
        Seaford, DE 19973

Bankruptcy Case No.: 11-11764

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Allen's Hatchery, Inc.                11-11765
JCR Enterprises, Inc.                 11-11766

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

                         - and -

                  Sean T. Greecher, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtors'
Investment
Banker:           BMO Capital MARKETS

Debtors'
Claims Agent:     EPIQ SYSTEMS, INC.

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Robert Turley, president and chief
executive officer.

Allen Family's List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mountaire Farms Inc.               Trade                  $588,148
40 Hooster Street
Selbyville, DE 19975

Bunge North America                Trade                  $439,413
11720 Borman Drive
St. Louis, MO 63146

Amick Farms, LLC                   Trade                  $426,321
2079 Batesburg Highway
Batesburg-Leesville, SC 29006

Pepco Energy Services              Trade                  $392,770
1300 N. 17th Street, Suite 1600
Arlington, VA 22209

Interstate Container               Trade                  $330,826
100 Grace Street
Reading, PA 19611

Cobb-Vantress Inc.                 Trade                  $299,013
4703 Highway East
Siloam Springs, AR 72761

JBS USA, LLC                       Trade                  $258,606
1770 Promotory Circle
Greeley, CO 80634

AG-COM, Inc.                       Trade                  $241,672

Central States Enterprises, Inc.   Trade                  $240,349

Novus International Inc.           Trade                  $211,660

PCS Sales (USA), Inc.              Trade                  $187,606

Archer Daniels Midland Company     Trade                  $186,708

Wye Mills Grain                    Trade                  $176,448

Prince Agri Products               Trade                  $164,949

DSM Nutritional Products           Trade                  $119,764

Tekni-plex Inc.                    Trade                  $102,277

Trustees of Delmarva               Trade                   $88,491

Tri Gas & Oil Co., Inc.            Trade                   $84,947

Packers Sanitation Services, Inc.  Trade                   $81,020

Biomune Company                    Trade                   $77,203

Enviro-Organic Technologies, Inc.  Trade                   $75,304

Benefits Administration Corp.,     Trade                   $70,507
Inc.

H.J. Baker & Bro., Inc.            Trade                   $58,194

Bain Oil Company                   Trade                   $56,073

Stauffer Manufacturing             Trade                   $55,890

Pep-Up, Inc.                       Trade                   $55,626

PACMA, Inc.                        Trade                   $51,341

LBA Health Plans                   Trade                   $51,038

Chr. Hansen                        Trade                   $46,942

Wade R. Hudson Truck Repair        Trade                   $43,043


AMBAC FINANCIAL: Appoints Diana Adams as President and CEO
----------------------------------------------------------
Ambac Financial Group, Inc. disclosed that David Wallis has
resigned as President and Chief Executive Officer and as a
director of Ambac Assurance Corporation, in each case effective as
of July 6, 2011.  Mr. Wallis will remain a director of Ambac
Financial.

Commenting on the departure of Mr. Wallis, Michael Callen,
Chairman of the Board, stated, "Since joining Ambac in 1996 David
Wallis has provided invaluable service to the company, first in
our London office, where he played a key role in developing and
leading our European businesses, then beginning in 2003, at our
New York headquarters, where he was a key member of our risk
management team, ultimately assuming responsibility as Chief Risk
Officer.  In October, 2008, amid a period of unprecedented turmoil
in the financial markets, David was appointed President and Chief
Executive Officer of Ambac, and has led the company admirably
during extremely trying times.  The Board is grateful for his
years of dedicated service."

The Board has appointed Diana Adams, Senior Managing Director, as
President and Chief Executive Officer, effective as of July 7,
2011.  In addition, Ms. Adams was appointed as a director of both
Ambac Financial and Ambac Assurance, effective as of July 7, 2011.

Ms. Adams is Ambac's Chief Administrative Officer with executive
responsibility for Human Resources, Technology and Administration.
She is a member of the board of Ambac's UK subsidiary, Ambac
Assurance UK Limited, which she chaired from 2008-2010.  Prior to
taking on her current responsibilities, Ms. Adams had overseen
Ambac's origination efforts in the Emerging Markets and Structured
Insurance, and in 2008 assumed responsibility for other areas
including International and Structured Finance.  Ms. Adams joined
Ambac in 2000 following the winding down of the international
joint venture between the company and MBIA, which she had joined
the prior year.  Before that, Ms. Adams was a Vice President at JP
Morgan in the capital markets and structured products divisions,
and prior to that she was at Mitsubishi Bank in acquisition
finance, and at Merrill Lynch in investment banking. Ms. Adams
holds a JD from Harvard Law School and a BA in Economics from
Johns Hopkins University.

Mr. Callen commented, "Diana Adams has been a highly regarded
leader within Ambac for more than 10 years.  She successfully
managed several business units, has served as Chairman of our UK
subsidiary, and has been an integral part of the company's
management team as Chief Administrative Officer.  Her demonstrable
skills and depth of experience in many facets of our business make
Diana a worthy successor to David Wallis. The Board has full
confidence in her ability to lead the company as President and
Chief Executive Officer, and I welcome her to the boards of Ambac
Financial and Ambac Assurance."

Ms. Adams stated, "I look forward to leading the company through
its next phase, as Ambac Financial prepares to emerge from
bankruptcy.  David Wallis and I will continue to work closely
together to orchestrate a smooth transition.  Working with Ambac's
employees and regulators, I am confident that we can succeed in
implementing strategies that add value to our constituents.  We
have the capacity to make an enormous difference in outcome if we
execute the current strategies and carefully develop new ones in
response to changing conditions in the coming years.  The team
here is deep, experienced and motivated, and is well positioned to
realize these goals."

Ambac Financial also announced that Kevin Doyle has resigned as
Senior Vice President and General Counsel, effective as of
July 29, 2011.  Stephen Ksenak will succeed Mr. Doyle as General
Counsel, effective as of July 30, 2011.

On the departure of Mr. Doyle, Mr. Callen said, "Kevin Doyle
joined Ambac 20 years ago and has been a highly valued General
Counsel and member of our management team for more than a decade.
His tireless efforts and judicious counsel have been instrumental
in guiding the company through very challenging times.  On behalf
of the Board, I thank Kevin for his exemplary service to the
company. We are fully confident that Steve Ksenak, who has been
with the company since 2002, will capably succeed Kevin as General
Counsel."

Mr. Callen added, "Until their departures, Messrs. Wallis and
Doyle will continue to work to develop and file a plan of
reorganization for Ambac Financial before the expiration of its
current exclusivity period on July 6, 2011."

                     About Ambac Financial

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Goodman & Company Discloses 7.49% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goodman & Company, Investment Counsel Ltd., disclosed
that it beneficially owns 7,381,667 common shares of American
Apparel, Inc., representing 7.49% of the shares outstanding.
There were 98,547,932 shares issued as of May 10, 2011.  A full-
text copy of the filing is available for free at:

                        http://is.gd/1LLcdY

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company's balance sheet at March 31, 2011, showed
$333.95 million in total assets, $283.12 million in total
liabilities, and $50.83 million in total stockholders' equity.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

As more fully discussed in Note 13, on April 26, 2011 the Company
sold 15,777,000 shares of Common Stock to a group of investors, at
a price of $0.90 per share, for the aggregate cash purchase price
of approximately $14,200,000 of which $5,000,000 went to satisfy
and meet the availability requirement of the amendment to the BofA
Credit Agreement.  The investors also received the right to
purchase up to an additional 27,443,000 shares at the same price
within 180 days, subject to shareholder approval and subject to
certain anti-dilution and other adjustments.

This transaction improved the liquidity position of the Company by
approximately $8,000,000.

The Company incurred a loss from operations of $13,091,000 for the
three months ended March 31, 2011, compared to a loss from
operations of $21,556,000 for the three months ended March 31,
2010.  The current operating plan indicates that losses from
operations may be incurred for all of fiscal 2011.  "Consequently,
the Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern," the Company said in the Form 10-Q.

"If we are not able to timely, successfully or efficiently
implement the strategies that we are pursuing to improve our
operating performance and financial position, obtain alternative
sources of capital or otherwise meet our liquidity needs, we may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code."


AMTRUST FINANCIAL: Fails to Reach Deal With Noteholders
-------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that AmFin Financial
Corp. on Thursday canceled a hearing in Ohio bankruptcy court for
its disclosure statement after failing to reach an agreement with
noteholders over the treatment of their $100 million claim.

Law360 says AmFin, parent of defunct AmTrust Bank, scrapped the
hearing, which had been scheduled for Friday, because noteholders
continue to object to the company's reorganization plan that seeks
to re-characterize the $100 million claim as unsecured, according
to the motion.

                      About AmTrust Financial

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

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

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

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

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


ANCHOR BANCORP: Errors Found in Financial Statements
----------------------------------------------------
Anchor BanCorp Wisconsin Inc. had conducted a review of financial
reporting issues in connection with the accrual of dividends on
shares of the Company's Series B Preferred Stock issued to the
U.S. Treasury in connection with the TARP Capital Purchase
Program.

The Company had accrued dividends on the Series B Preferred Stock
prior to declaring a dividend on those shares.  The declaration of
the dividends was not allowed under the terms of a consent order
with federal regulators.  Those dividend were accrued through
Aug. 15, 2010.  The accrual of dividends resulted in an
understatement of stockholders' equity of the Company during the
quarters that the undeclared dividend was accrued.  The
understatement was approximately $8.5 million as of Dec. 31, 2010.

The Company discontinued making accruals for the TARP dividend
after the Aug. 15, 2010, accrual.  As a result of the change in
procedure, the loss per share available to common shareholders was
understated by $0.04 for the quarter ended Sept. 30, 2010, and
$0.06 for the quarter ended Dec. 31, 2010.

Also on June 9, 2011, the Company announced it had identified and
quantified the impact of an accounting error for two deferred
compensation plans.  The Company has two deferred compensation
plans that required the payment to plan participants in the form
of Company common stock.  Grantor trusts were formed to hold
Company common stock in the name of the plan participant for
distribution under the terms of the plan.  The measurement aspect
of the plan obligations were accounted for correctly, but the
liability for the plans was incorrectly included as "other
liabilities" versus being recorded as an equity account.  The
grantor trusts were correctly accounted for and displayed as
"deferred compensation obligation" in the equity section.  The
improper reporting of these plans resulted in an understatement of
stockholders' equity of the Company of approximately $5.5 million
as of Dec. 31, 2010.

As a result of those two matters, the Audit Committee of the Board
of Directors has concluded that stockholders' equity in the
Company's previously issued consolidated financial statements for
the fiscal years ended March 31, 2007, through March 31, 2010, and
the quarterly periods from June 30, 2007, through Dec. 31, 2010,
have been understated, and the understatement ranged from
approximately $5.1 million as of March 31, 2007, to approximately
$14.0 million as of Dec. 31, 2010.  This amount is material and,
accordingly, the Company concluded that the above referenced
financial statements should no longer be relied upon, but the
Company notes that the change results in a material increase to
stockholders' equity for those periods.

The Audit Committee has discussed this matter with the Company's
independent accountants.  The Company will reflect the change in
its consolidated balance sheet for the period ended March 31,
2011, filed as part of its Annual Report on Form 10-K for the year
ended March 31, 2011.  The Company does not intend to file amended
Forms 10-K or 10-Q for any prior periods.

                        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.


AVAYA INC: Moody's Says Equity Issue Unlikely to Raise Ratings
--------------------------------------------------------------
Moody's Investors Service said Avaya's (B3, stable) planned
initial public offering, possibly for up to $1 billion of primary
equity according to Avaya's registration statement, would have
positive credit implications however Avaya's financial leverage
levels would likely remain very high post the equity offering.
While the equity proceeds should result in permanent debt
reduction, the paydown alone is likely not sufficient to lift the
ratings at this time.

Avaya is a global leader in enterprise telephony systems with $5.4
billion of revenues for the LTM period ended March 31, 2011.

The principal methodology used in rating Avaya was the Global
Telecommunications Industry Methodology, published December 2010.


AVISTAR COMMUNICATIONS: Six Directors Elected at Annual Meeting
---------------------------------------------------------------
Avistar Communications Corporation held its Annual Meeting of
Stockholders on June 8, 2011.  The stockholders elected the six
nominees to the Company's Board of Directors as directors.  Each
director will serve until the next annual meeting of stockholders
or in each case until his successor is duly elected and qualified.
The newly elected directors are Gerald J. Burnett, William L.
Campbell, Craig F. Heimark, R. Stephen Heinrichs, Robert M.
Metcalfe and Robert F. Kirk.  The stockholders voted to ratify the
appointment of Burr Pilger Mayer, Inc., as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2011.

                   About Avistar Communications

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

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

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


AVR INC: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------
Vanessa Small at The Washington Post reports that AVR Inc., at 13
Pennydog Court, in Silver Spring, Maryland, filed for Chapter 7
protection (Bankr. D. Md. Case No. 11-21917).  David E. Lynn
represents the Company.  The Company estimated both assets and
debts of less than $50,000.  The Company owes $18,475 to largest
unsecured creditor Bank of America.


BLOSSOM VALLEY: Court to Convene Confirmation Hearing on June 20
----------------------------------------------------------------
The hearing on the confirmation of the Chapter 11 Plan proposed by
Blossom Valley Investors, Inc., will be held on June 20, 2011, at
1:30 p.m., before the Honorable Stephen L. Johnson in the U.S.
Bankruptcy Court for the Northern District of California.  Written
objections to the Plan were to be filed no later than June 10.

Judge Johnson approved the disclosure statement, as amended,
explaining the Plan as containing adequate information.

The Plan was originally filed in January 2011 and modified in
April 2011.  No objections were filed with respect to the April 8
Disclosure Statement, but the Court sua sponte, raised certain
matters that requires additional disclosure.  The Debtor filed its
second revised amended Disclosure Statement on May 10.  The Court
entered an order, on May 11, finding that the Debtor adequately
revised the Disclosure Statement to address the Court's concern.

After the entry of the Disclosure Statement Order, the Debtor,
after further discussions with its lender, filed a further revised
Second Amended Disclosure Statement, which further modifies the
plan outline as set forth in the supplemental declaration of
Jeffry A. Davis filed on May 16.  Accordingly, the Court found the
further revised Disclosure Statement contains adequate protection.

A full-text copy of the Disclosure Statement, dated May 16, is
available for free at:

     http://bankrupt.com/misc/BLOSSOMVALLEY_May16DS.pdf

The Debtor is authorized to file any declarations in support of
confirmation of the Plan and a summary of ballots cast on the Plan
no later than June 17.

As reported by the Troubled Company Reporter on April 18, 2011,
the Debtor, under the Plan, intends to build out Oak Knoll, a
single-family home development.  The Debtor has completed
construction of the first phase, but does not anticipate
completing the second and third phases, of its Messina Gardens
townhouse project.  It plans to sell completed homes at Oak Knoll
and Messina Gardens at retail.  The Debtor anticipates the sale
(i) of the Oak Knoll homes to result in proceeds totaling
$5,474,000, and (ii) of the Messina Gardens homes and lots to
result in proceeds totaling $1,137,000, after payment of ongoing
project costs, the Bank of the West debt, and other debt.  The net
proceeds from the sale of the Oak Knoll and Messina projects will
be used to satisfy unpaid administrative expenses and Class 1, 6,
and 7 Claims.  The Debtor does not intend to complete its
Grandview townhouse project and has stipulated to relief from stay
to allow US Bank to foreclose on its deeds of trust on that
project.

                About Blossom Valley Investors, Inc

San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 protection (Bankr.
N.D. Calif. Case Nos. 09-57669 and 09-57670) on Sept. 10, 2009.
Joseph R. Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin
Cohn Ferris Glovsky Popeo PC, represent the Debtors in their
restructuring efforts.  Blossom Valley disclosed $45,825,415 in
assets and $42,237,904 in liabilities as of the Chapter 11 filing.


BORDERS GROUP: Proposes Additional Services from Deloitte
---------------------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
authority to employ Deloitte Consulting LLP to perform certain
supplemental services nunc pro tunc to April 15, 2011.

As reported in the April 18, 2011 edition of the Troubled Company
Reporter, the Debtors have received the Bankruptcy Court's
permission to employ Deloitte Consulting as their consulting
services provider, nunc pro tunc to March 7, 2011.  As the
Debtors' consulting services provider, Deloitte Consulting
will provide information technology services and human resources
services.

The supplemental retention of Deloitte Consulting will be based
on the terms and conditions in accordance with an April 15, 2011
Engagement Letter, a full-text copy of which is available for
free at http://bankrupt.com/misc/Borders_Apr15EngagemntLetter.pdf

Specifically, Deloitte Consulting will provide supplemental
consulting services to the Debtors under the Information
Technology Services, including assisting the Debtors with their
renegotiation of the target portfolio of IT-related contracts.

Deloitte Consulting will invoice the Debtors according to these
hourly rates:

           Title                      Rate per Hour
           -----                      -------------
           Partner, Principal               $835
           Director                         $755
           Senior Manager                   $695
           Manager                          $645
           Senior Consultant                $525
           Consultant/Analyst               $410
           Other Support                    $320

Deloitte Consulting will seek reimbursement for actual and
necessary expenses it incurred or will incur.

The Debtors also seek the Court's approval of an increase of an
IT Fee Cap from $350,000 to $500,000.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, states that the order approving Deloitte
Consulting's retention provides that the firm will limit its
request for fees relating to the services performed under
Deloitte Consulting's Information Technology Engagement Letter to
no more than $350,000 without Court approval and Deloitte
Consulting will not be required to perform services that would
result in fees incurred that would be greater than the amount in
the absence of that approval.

Due to time pressure, Deloitte Consulting has been assisting the
Debtors in their contract negotiations with the Debtors' major
information technology vendors, Mr. Glenn states.  The Debtors
estimate that completion of the IT Renegotiations will require
Deloitte Consulting to incur no more than $150,000 in additional
fees, in excess of the $350,000 IT Fee Cap.

Mr. Glenn asserts that completion of the renegotiations of the
Debtors' IT contracts with Deloitte Consulting's assistance is
expected to provide more than $3.8 million of savings in
connection with the Debtors' business plan.

Joseph Krolczyk, a director at Deloitte Consulting, assures the
Court that his firm remains a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Cloutier Resigns as Chief Merchandising Officer
--------------------------------------------------------------
Michele M. Cloutier stepped down as executive vice president and
chief merchandising officer of Borders Group, Inc. on June 2,
2011, according to the Company's regulatory filing with the U.S.
Securities and Exchange Commission on June 3, 2011.

Ms. Cloutier was one of Borders' top five senior executives that
were considered critical to the Company's restructuring and
reorganization efforts.

Under the bankruptcy court-approved Key Employee Incentive Plan,
the top five senior executives, which includes Michele Cloutier,
and 10 other vice presidents may earn a maximum potential
aggregate payout of $5.8 million if the Company is sold or
reorganized.

Mr. Cloutier's departure is the latest in a string of high-level
executives leaving the bankrupt bookseller, Jaclyn Trop of The
Detroit News relates.  Thomas Carney, general counsel and D.
Scott Laverty, chief information officer, resigned in January,
the report notes.  As of April 13, 2011, a total of 47 employees,
including 22 additional corporate employees have voluntarily left
Borders, according to a Borders' court filing.

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Mulls Headquarters Move to Van Buren Township
------------------------------------------------------------
Borders Group, Inc. said it is considering moving its
headquarters from Ann Arbor to the Grace Lake Corporate Center in
Van Buren Township, Michigan, Jaclyn Trop of The Detroit News
reports.

"We have not made the decision regarding where we will relocate,"
The Detroit News quoted Mary Davis, spokesperson for Borders, as
saying.  "We are looking at a number of properties in the general
area, including Grace Lake Corporate Center."

Grace Lake Corporate Center is part of the complex formerly known
as Visteon Village that houses automotive supplier Visteon Corp.
and General Electric's Advanced Manufacturing and Software
Technology Center, The Detroit News states.

Borders would face "a very substantial non-recurring expense" in
moving its headquarters, according to James McTevia at Bingham
Farms-based McTevia & Associates Inc., The Detroit News relays.
Mr. McTevia adds that if Borders is sold, rather than liquidated,
it is likely that the buyer will want to keep the headquarters in
Washtenaw or western Wayne counties because the region is home to
most of Borders' employees, the report relates.

                       About Borders Group

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

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

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

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

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

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

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

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


BOZEL S.A.: Sells Substantially All Assets to Japan Metals
----------------------------------------------------------
Bozel LLC and its debtor affiliates sought and obtained authority
to sell substantially all of their assets to Japan Metals &
Chemicals Co., Ltd. for $30,000,000.

The assets sold are the Debtor's equity interests in Bozel
Mineracao S.A. and Bozel Europe S.A.S.

An auction was conducted with Japan Metals as stalking horse
bidder on Feb. 8, 2011 at the offices of Greenberg Traurig LLP, in
New York, after the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtor's proposed bidding
procedures.

Crastvell Trading Ltd. and Trafalgar Capital Specialized
Investment Fund, the Debtor's two secured creditors, consented to
the Sale.

Crastvell will be allowed a secured claim against the Debtor's
estate, secured by valid, perfected and enforceable liens on the
Debtor's stock in, and certain assets of, Bozel France and Bozel
Brazil, amounting $16,834,927 as of Feb. 18, 2011, which will be
paid in full in cash at closing of the Sale.

Trafalgar will be allowed a secured claim against the Debtors'
estate, secured by valid, perfected and enforceable liens on the
Debtor's stock in, and certain assets of, Bozel France and Bozel
Brazil, amounting $1,744,233 as of Feb. 28, 2011, which will be
paid in full in cash at closing of the Sale.

As a condition to payment of the amounts to Crastvell and
Trafalgar, each of Crastvell and Trafalgar will cooperate with the
Debtor, Bozel France and Bozel Brazil in respect of and after the
Closing, including but not limited to execution and delivery of
releases, satisfactions and other documents as the Debtors, Bozel
France, and Bozel Brazil and their respective counsel may
reasonably require in accordance with applicable law in, among
other jurisdictions, the United States, Brazil and France.

The remaining balance due and owing to Japan Metals under a
certain postpetition credit agreement, plus accrued interest
through date of Closing and reasonable attorneys fees will be
netted against the Purchase Price.

                         About Bozel S.A.

Bozel S.A. is a mineral mining company based in Luxembourg.  Bozel
S.A. sought bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-11802) on April 6,
2010.  William F. Savino, Esq., Daniel F. Brown, Esq., and Beth
Ann Bivona, Esq., at Damon Morey LLP in Buffalo, N.Y., represent
the Debtor, and BDO Consulting serves as the Debtor's financial
advisor.  Allen G. Kadish, Esq. -- kadisha@gtlaw.com -- Kaitlin R.
Walsh, Esq. -- walshkr@gtlaw.com -- and Mark D. Bloom, Esq. --
bloomm@gtlaw.com -- at Greenberg Traurig, LLP, represent the
Liquidator.  The Debtor estimated assets and debts at US$50
million to US$100 million in its Chapter 11 petition.

Bozel, LLC, a subsidiary of Bozel SA, filed a separate petition
for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
11-10033) on Jan. 10, 2011.  Gary C. Fischoff, Esq., at Steinberg,
Fineo, Berger & Fischoff, in Woodbury, N.Y., represents the Debtor
as counsel.  The Debtor estimated assets of US$1 million to US$10
million and debts of US$10 million to US$50 million in its Chapter
11 petition.

The two cases are jointly administered under Case No. 10-11802.


BPP TEXAS: Disclosure Statement Hearing Today
---------------------------------------------
On May 31, 2011, the U.S. Bankruptcy Court for the Eastern
District of Texas reset the hearing on the approval of the
disclosure statement in support of BPP Texas, LLC and its
affiliates' Joint Consolidated Plan of Reorganization to June 13,
2011, at 10:30 a.m.

As reported in the TCR on May 26, 2011, the Plan provides for an
orderly sale of the Debtors' hotels over a period of four years
after the Effective Date, which sale process the Debtors will
commence immediately.  The Debtors believe they can sell the
Hotels over four years and generate enough sale proceeds to the
pay the Citizens Bank of Pennsylvania in full, and
leave funds available for other creditors.

The Plan also provides that, in the meantime, the Debtors would
pay Citizens interest under the Plan at 4.25%.  The Debtors
believe the Hotels will generate sufficient net operating income
to make the interest payments to the Lender.  However, to ensure
the same, the Plan Funder, BPP Plan Funding, LLC, has agreed to
guarantee interest payments under the Plan to the Lender, and to
provide an irrevocable letter of credit to the Lender to secure
the guarantee.

                         About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.  In its
schedules, BPP Texas disclosed $3,731,144 in assets and
$65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million



BROOKE CORP: Trustee Dismisses Pending Claims Against Addison Low
-----------------------------------------------------------------
Anthony Clark International Insurance Brokers Ltd. disclosed that
the Trustee for Brooke Corporation et al, Chapter 7 bankrupt
companies, in In re Brooke Corporation Adversary No. 10-06208,
voluntarily dismissed (without prejudice) all pending claims
against Addison Low Cost Insurance Brokers Ltd. and Addison York
Insurance Brokers Ltd., both subsidiaries of Anthony Clark
International Insurance Brokers Ltd., from this case.

Albert Riederer was appointed special master of Brooke Corporation
in prepetition federal court proceedings.  Shortly after Brooke
Corporation filed for Chapter 11 bankruptcy protection (Bankr. D.
Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer
was appointed Chapter 11 Trustee.  When the case was converted to
Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7
Trustee.  On October 29, 2008, the Court granted a motion to
jointly administer the bankruptcies of Brooke Corporation, Brooke
Capital Corporation, and Brooke Investment, Inc., with the Brooke
Corporation bankruptcy case being the lead case.


C-NGA312 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: C-NGA312, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 11-18976

Chapter 11 Petition Date: June 8, 2011

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Craig F. Robinson, II, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: crobinson@isbnv.com

                         - and -

                  I. Scott Bogatz, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Parkway, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: rpoll@isbnv.com

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

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

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

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM, LLC, its manager.

Affiliates that sought Chapter 11 protection on June 8, 2011:

        Debtor                        Case No.
        ------                        --------
C-NGA313, LLC                         11-18977
C-NGA317, LLC                         11-18982
C-NGA318, LLC                         11-18984
C-NW360, LLC                          11-18989


CAMPANA FAMILY: To Discontinue Business after Plan Confirmation
---------------------------------------------------------------
Campana Family, LLC, filed on May 31, 2011, a disclosure statement
explaining its plan of organization with the U.S. Bankruptcy Court
for the District of Arizona.

With the exception of the Litigation Claims, the Plan provides for
the transfer of Debtor's primary asset to the Mohave State Bank in
full satisfaction of the Bank's claim, under Class 3, against the
Debtor.  Upon confirmation of the plan and transfer of Castle Rock
Village and adjoining Debtor-owned property in Kingman, Debtor
would discontinue business other than to liquidate claims and make
distributions under the Plan.

The Mohave State Bank holds a first position deed of trust on the
Debtor's estate.

The balance of the allowed claims, including General Unsecured
Claims under Class 4, will be paid from proceeds of the
"Litigation Claims" or by new contribution into Debtor by its
principal, Richard Campana.

Pursuant to the Plan terms, Administrative Expense Priority Claims
under Class 1 and Priority Tax Claims under Class 2 will be paid
in full and in cash on the Effective Date.

Interests in the Debtor under Class 5 is Impaired by the Plan.
All holders of Interests are deemed to have voted to reject the
Plan.  The holders of the Interests will not receive any
distributions under the Plan on account of their Interests, unless
and until all Claims in Classes 1, 2, 3 and 4 have been
(i) Allowed and paid in full (including any postpetition
interest), (ii) disallowed by Final Order, (iii) withdrawn or
(iv) the Interest Holder contributes substantial new value to
Debtor's estate.

A copy of the disclosure statement is available at:

          http://bankrupt.com/misc/campanafamily.DS.pdf

Scottsdale, Arizona-based Campana Family, LLC, is a real estate
developer in Arizona.   The Company owns a partially completed
real estate subdivision in Kingman, Mohave County, Arizona known
as Castlerock Village, consisting of 75 improved residential lots.
It also owns 213 partially improved premilinary platted lots.  The
Company owns 23 additional acres adjoining Castlerock Village,
part of which is zoned R-2 for multi-unit apartments, part as C-2
zoning for mini-storage and part as C-1 for commercial
development.  The Company filed for Chapter 11 bankruptcy
protection  (Bankr. D. Ariz. Case No. 11-00530) on Jan. 8, 2011.
The Hendrickson Law Firm, PLLC, represents the Debtor in its
restructuring effort.  The Debtor disclosed $11,077,036 in assets
and $3,241,510 in liabilities as of the Chapter 11 filing.


CAPITAL HOME: TCF National Withdraws Case Dismissal Plea
--------------------------------------------------------
TCF National Bank notified the U.S. Bankruptcy Court for the
Northern District of Illinois that it has withdrawn its request to
dismiss the Chapter 11 case of Capital Home Sales, LLC.

As reported in the Troubled Company Reporter on April 28, 2011,
TCF National asked the Court to dismiss the Debtor's bankruptcy
case, or in the alternative, covert the case to a case under
Chapter 7 of the Bankruptcy Code, or in the second alternative,
appoint a Chapter 11 Trustee.

Prior to the Petition Date, TCF made a loan to the Debtor for
$14,000,000.  As security for the loan, the Debtor granted TCF a
security interest in, among other things, a number of mobile home
units.

                       About Capital Home

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals --
started as a series of individual companies that performed sales
and rental functions for particular manufactured home communities,
which communities were often related affiliates of the Company.
The Company conducts the foregoing business operation of
purchasing, selling, leasing and financing homes.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ill. Case No. 10-54387) on Dec. 8, 2010.  Gregory K. Stern,
Esq., at Gregory K. Stern, P.C., serves as the Company's counsel.
The Company estimated assets at $50 million to $100 million
and debts at $10 million to $50 million.


CASCADE BANCORP: Files Form S-8; Registers 5MM Common Shares
------------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering 5 million
shares of common stock to be issued under the Cascade Bancorp 2008
Performance Incentive Plan.  An aggregate of 6,161,901 shares of
common stock may be offered or issued pursuant to the Cascade
Bancorp 2008 Performance Incentive Plan, 1,161,901 of which were
previously registered on Form S-8 filed with the SEC on May 21,
2008.  In addition, pursuant to Rule 416 under the Securities Act
of 1933, as amended, this Registration Statement also covers an
indeterminate number of shares of common stock that may be offered
or issued by reason of stock splits, stock dividends or similar
transactions.

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

                        http://is.gd/7it5zf

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.60 billion in total assets, $1.39 billion in total liabilities,
and $209.54 million in total stockholders' equity.


CATALYST PAPER: Named to Best 50 Canadian Corporate Citizens List
-----------------------------------------------------------------
Catalyst Paper accepted -- on behalf of 1,800 employees and the
communities where they live and work -- two honours marking the
company's achievements in sustainability and social
responsibility.

This month, Catalyst was named as one of the top 20 overall best
corporate citizens in Canada by Corporate Knights in its 2011 Best
50 Corporate Citizens in Canada list.  Corporate Knights magazine
was founded in 2002 to raise awareness of sustainability issues
and is distributed quarterly as an insert to the Globe and Mail.

Catalyst was also named to the 2011 Maclean's/Jantzi-
Sustainalytics list of the 50 Most Socially Responsible
Corporations in Canada.  The honour is based on the company's
environmental, social, and governance performance, and for what
Jantzi-Sustainalytics recognizes as "Catalyst's commitment to
developing and implementing sustainability policies and
practices."

"These are tremendous honours, and a great many people in and
around Catalyst share in their achievement," said Catalyst
President & CEO Kevin J. Clarke.  "We know the importance to our
company, our customers, and especially our employees and
communities of making environmental, social, and governance
considerations part of our overall business strategy and everyday
operation."

"We made a commitment, for instance, to the World Wildlife Fund to
cut greenhouse gas (GHG) emissions at our BC operations by 70 per
cent between 1990 and 2010, and we delivered.  In 2010, direct GHG
emissions from our BC operations were down 85 per cent on an
absolute basis."

The honours also reflect Catalyst's ongoing engagement with
partners and organizations.  These include the World Wildlife
Fund, the Forest Stewardship Council, Canadian Business for Social
Responsibility, Smartway, a program of the US Environmental
Protection Agency, GreenBlue Institute, the Coast Forest
Conservation Initiative, ForestEthics, Greenpeace Canada, and
Sierra Club BC.

"The products we manufacture in our communities play an important
role in society, and we appreciate that they have to measure up to
responsible standards of environmental sustainability," Clarke
said.  "That's why Catalyst is committed to continuous improvement
and why we review our performance against external benchmarks with
the help of independent advisors and partners."

                        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.


CENTRALIA OUTLETS: Confirmation Hearing Scheduled for July 15
-------------------------------------------------------------
The Honorable Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington will convene a hearing to consider
confirmation of the Amended Plan of Reorganization of Centralia
Outlets, LLC, on July 15, 2011, at 9:30 a.m.  Any objections to
the confirmation of the Plan must be filed no later than July 5.

The Court approved the Disclosure Statement, explaining the
Centralia Outlets Plan, subject to certain amendments, which also
required certain conforming, non-material changes to the Plan.
Accordingly, the Debtor filed its Amended Plan and Disclosure
Statement dated May 20, 2011.

Judge Lynch approved the Amended Disclosure Statement as
containing adequate information pursuant to Section 1125 of the
Bankruptcy Code.

Only Sterling Savings Bank filed an objection to the Disclosure
Statement.  The Sterling objection was resolved by agreement of
the parties.

Pursuant to the Disclosure Statement Order, May 11, 2011, is
established as the record date for determining the holders of
Claims and Interests entitled to vote on the Plan.

A full-text copy of Amended Disclosure Statement, dated May 20, is
available for free at:

      http://bankrupt.com/misc/CENTRALIAOUTLETS_May20DS.pdf

All votes on the Plan must be received by the Debtor's counsel,
Perkins Coie LLP, 1201 Third Avenue, Suite 4800, in Seattle,
Washington 98101, Attn: Brian A. Jennings, no later than July 11,
2011, at 5:00 p.m. prevailing Pacific Time.

The Debtor is to file a Pre-Confirmation Report, file a summary of
ballots, and reply or respond to any objections by July 12.

                     About Centralia Outlets

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Centralia filed for Chapter 11 protection (Bankr. W.D. Wash. Case
No. 10-24529) on Dec. 3, 2010, after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CHINA INTELLIGENT: Deregisters Unsold Securities
------------------------------------------------
China Intelligent Lightning and Electronics, Inc., filed separate
Registration Statements on Form S-1, as amended that registered
1,858,323 shares and 1,337,955 shares of the Company's common
stock, $0.0001 par value per share, for resale from time to time
after the effective date of the Registration Statement pursuant to
Rule 415 under the Securities Act of 1933, as amended by those
certain selling stockholders.

The Company filed Post-Effective Amendment No. 1 is to deregister
all of the securities previously registered under the Registration
Statements that remain unsold and to terminate the effectiveness
of the Registration Statement.

As previously reported by the Company in the Current Report on
Form 8-K filed with the Commission on March 29, 2011, as amended
by the Form 8-K/A filed with the Commission on April 12, 2011, the
Company's previous independent auditor, MaloneBailey, LLP, in
connection with submission of its resignation on March 24, 2011,
indicated that it is unable to rely on management's
representations as they relate to previously issued financial
statements and it can no longer support its opinions related to
the financial statements as of Dec. 31, 2009, and condensed Parent
Only financial statements.  As a result, the Financial Statements,
which were included in the Registration Statement, cannot be
relied upon.  In addition, the Company has not completed and filed
its Annual Report on Form 10-K for the year ended Dec. 31, 2010,
and the Registration Statement has not been amended to include
financial statements for the year ended Dec. 31, 2010.  Therefore,
the Registration Statement does not contain audited financial
statements sufficiently recent in accordance with Section 10(a)(3)
of the Securities Act.  As a result of the foregoing, the
Registration Statement is no longer effective.

                      About China Intelligent

China Intelligent Lighting and Electronics, Inc., is a China-based
company that provides a full range of lighting solutions,
including the design, manufacture, sales and marketing of high-
quality LED and other lighting products for the household,
commercial and outdoor lighting industries in China and
internationally.  The Company currently offers over 1,000 products
that include LEDs, long life fluorescent lights, ceiling lights,
metal halide lights, super electric transformers, grille spot
lights, down lights, and recessed and framed lighting.

The Company's balance sheet at Sept. 30, 2010, showed $42.20
million in total assets, $7.54 million in total liabilities, all
current, $34.65 million total stockholders' equity.

As reported by the TCR on April 1, 2011, Faruqi & Faruqi, LLP, a
national law firm concentrating on investors rights, consumer
rights and enforcement of federal antitrust laws, is investigating
potential wrongdoing at China Intelligent Lighting and
Electronics, Inc.  Faruqi & Faruqi seeks to determine whether
China Intelligent Lighting has violated federal securities laws by
issuing false and misleading financial statements to its
shareholders, in particular in connection with its recent public
offering of its common stock.


CHRISTIAN BROTHERS: Committee Objects to Use of Cash Collateral
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc.'s Chapter 11 cases has objected to CBI's Motion for
Approval of Stipulation Authorizing Use of Cash Collateral of
Country Bank and Providing Adequate Protection.

CBI seeks to use Country Bank's alleged cash collateral in order
to provide adequate protection to Country Bank by (a) authorizing
Country Bank to draw interest payments due to Country Bank on
account of a $5 million loan from Country Bank to CBI and
(b) granting replacement liens to Country Bank for any diminution
in value of its collateral.

CBI asserts that Country Bank's loan is secured by, among other
things, mortgages on three properties (as defined below),
assignments of leases and rents for the properties, certain
personalty on the properties, and CBI's accounts.  CBI further
asserts that Country Bank is oversecured.

CBI is a borrower under a loan agreement dated Nov. 25, 2008, with
Country Bank as lender.  The Loan Agreement provides for a
$5 million loan from Country Bank to CBI.  The Loan is an interest
only loan with a non-default rate of 6% p.a.  The maturity date of
the Loan Agreement has been extended to Dec. 1, 2012.  CBI
maintains a reserve account (the "Debt Service Reserve") at
Country Bank to fund interest payments under the Loan Agreement.
Currently, the Debtors report that the Debt Service Reserve holds
approximately $533,000 of CBI's funds.

In connection with the Loan Agreement, CBI asserts that it granted
Country Bank a security interest in, among other things,
properties located at (i) 74 West 124th Street, New York, New
York, (ii) 1850 Broadway, Town of Esopus, New York and (iii) 260
Wilmont Road, New Rochelle, New York.

In view of Country Bank's oversecured position, the Committee
believes that CBI must make additional disclosures and
clarifications in order to meet its burden to establish a basis
for providing adequate protection to Country Bank.  Based on
the information CBI has provided to date, the motion does not
provide adequate disclosure of information critical to the Court's
approval of the motion, including, among other things,
confirmation that the properties are property of CBI's estate
without restriction as to use and/or not held in trust, and the
source of cash used to fund the existing interest reserve
account.

According to the Committee, the proposed Stipulation should also
clarify ambiguous provisions in order to avoid any future disputes
that may arise out of the terms of the Stipulation.  Specifically,
the Stipulation should provide that (a) the Stipulation is without
prejudice to the Debtors' rights to surcharge the properties or
proceeds thereof pursuant to section 506(c) of the Bankruptcy
Code, (b) any replacement liens will only attach to Country Bank's
existing collateral and not to unencumbered assets, and (c) the
Stipulation is without prejudice to the Committee's rights to
object to any claims asserted by Country Bank and seek avoidance
of any payments made to Country Bank by the Debtors.

A copy of the Committee's objection to the Debtors' motion for
approval of stipulation authorizing use of cash collateral of
Country Bank is available at:

       http://bankrupt.com/misc/cbi.committeeobjection.pdf

               About Christian Brothers' Institute

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

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

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

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

On May 111, 2011, the United States Trustee for Region 2 appointed
six members to the Committee.  On May 23, 2011, the U.S. Trustee
appointed a seventh member to the Committee.  The Committee is
comprised of seven individuals who are plaintiffs in sexual abuse
cases pending against at least one of the Debtors in either
Washington State or Canada.  Attorneys at Pachulski Stang Ziehl &
Jones LLP, in Los Angeles, Calif., and New York, N.Y., represent
the Official Committee of Unsecured Creditors.


CHRISTIAN BROTHERS: Committee Taps Pachulski Stang as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of The Christian Brothers' Institute and The Christian
Brothers of Ireland, Inc., asks authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Pachulski Stang Ziehl & Jones LLP as counsel nunc pro tunc to
May 11, 2011.

The firm can be reach at:

     James I. Stang, Esq.
     Gillian N. Brown. Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     10100 Santa Monica, Boulevard, 11th Floor
     Los Angeles, California 90067
     Tel: (310) 277-6910
     Fax: (310) 201-0760

             - and -

     Ilan D. Scharf, Esq.
     780 Third Avenue, 36th Floor
     New York, New York 10017
     Tel: (212) 561-7700
     Fax: (212) 561-7777

As the Committee's counsel, Pachulski Stang will, among other
things:

     (a) assist, advise and represent the Committee in its
         consultations with the Debtors regarding the
         administration of these Cases;

     (b) assist, advise and represent the Committee in analyzing
         the Debtors' assets and liabilities, investigating the
         extent and validity of liens or other interests in the
         Debtors' property and participating in and reviewing
         any proposed asset sales, any asset dispositions,
         financing arrangements and cash collateral stipulations
         or proceedings;

     (c) review and analyze all applications, motions, orders,
         statements of operations and schedules filed with the
         Court by the Debtors or third parties, advise the
         Committee as to their propriety, and, after consultation
         with the Committee, take appropriate action;

     (d) prepare necessary applications, motions, answers, orders,
         reports and other legal papers on behalf of the
         Committee; and

     (e) represent the Committee at hearings held before the Court
         and communicate with the Committee regarding the issues
         raised, as well as the decisions of the Court.

Compensation will be payable to PSZJ on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by PSZJ.  The current rates charged by PSZJ for
professionals and paralegals employed by the Firm are:

    Designations                Hourly Rates
    ------------                ------------
    Partners                    $550 - $950
    Counsel                     $425 - $725
    Associates                  $345 - $495
    Paraprofessionals           $175 - $255

The firm's professionals and paraprofessionals presently
designated to represent the Committee and their current standard
rates are:

   Professionals               Hourly Rates
   -------------               ------------
   James I. Stang, Esq.           $850
   Kenneth H. Brown, Esq.         $750
   Gillian N. Brown, Esq.         $550
   Ilan D. Scharf, Esq.           $550
   Denise Harris, Esq.            $255

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

                About Christian Brothers' Institute

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

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

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

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


CIRCLE ENTERTAINMENT: Borrows $600,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $600,000, bearing interest at the
rate of 6% per annum, on June 7 through June 9, 2011.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                    About Circle Entertainment

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

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

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

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

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

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


CLEARWIRE CORP: 4MM Options Validly Tendered in Exchange for RSUs
-----------------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission an amended Schedule TO which amends and supplements the
Tender Offer Statement on Schedule TO filed with the SEC on May 9,
2011, relating to an offer by Clearwire Corporation to certain
eligible employees, subject to specified conditions, to exchange
some or all of their outstanding options to purchase shares of the
Company's common stock for restricted stock units.

The Exchange Offer expired at 5:00 p.m., Pacific Daylight Time, on
June 7, 2011.  Pursuant to the Exchange Offer, 4,390,002 eligible
options were tendered, representing 91.7% of the total options
eligible for exchange in the Exchange Offer.  On June 8, 2011, the
Company granted an aggregate of 1,812,144 restricted stock units
in exchange for the eligible options surrendered in the Exchange
Offer.

A full-text copy of the amended Schedule TO is available for free
at http://is.gd/51Axsh

                    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.

                          *     *     *

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.


CORDIA COMMS: Court Approves Trustee Services as Claims Agent
-------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, on a final basis, Cordia
Communications Corp., et al., to employ Trustee Services, Inc., as
claims, notice, and balloting agent.

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

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

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

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

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

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

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.  The Debtors tapped
Source Capital Group, Inc. as their investment banker, and
Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.


CORDIA COMMS: Gets Final OK to Hire Bilzin Sumberg as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
final order, authorized Cordia Communications Corp., et al., to
employ Bilzin Sumberg Baena Price & Axelrod LLP, as bankruptcy
counsel.

As reported in the Troubled Company Reporter on May 20, 2011,
Bilzin Sumberg is expected to, among other things:

     a. advise the Debtors with respect to its powers and duties
        as debtors and debtors-in-possession in the continued
        management and operation of their business and property;

     b. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     c. advise and consult on the conduct of the Chapter 11
        Cases, including all of the legal and administrative
        requirements of operating in chapter 11; and

     d. advise the Debtors in connection with the Sale or any
        other contemplated sales of assets or business
        combinations, including the negotiation of sales
        promotion, liquidation, stock purchase, merger or joint
        venture agreements, formulate and implement bidding
        procedures, evaluate competing offers, draft appropriate
        corporate documents with respect to the proposed sales,
        and counsel the Debtors in connection with the closing
        of such sales.

Bilzin Sumberg will be paid based on the rates of its
professionals:

         Scott L. Baena, Partner          $675
         Jason Z. Jones, Partner          $475
         Paraprofessionals            $205 - $225

Scott L. Baena, attorney and partner at Bilzin Sumberg, assured
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                 About Cordia Communications Corp.

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

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

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

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

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

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.  The Debtors tapped
Source Capital Group, Inc. as their investment banker, Trustee
Services, Inc., as  claims, notice, and balloting agent, and
Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.


CORDIA COMMS: Court Approves Source Capital as Investment Banker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
final order, authorized Cordia Communications Corp., et al., to
employ Source Capital Group, Inc., as investment banker.

As reported in the Troubled Company Reporter on May 20, 2011,
Source Capital is expected to, among other things:

     a) review and analyze the Debtors' assets and their
        operating and financial strategies, and assist in the
        preparation of financial projections;

     b) assist and advise the Debtors in the anticipated sale of
        their assets, operations or stock; and

     c) determine and evaluate the risks and benefits of
        considering, initiating and consummating any transaction.

The Debtor related that the hourly compensation of $300 for
professional services rendered by Source Capital will be capped at
$25,000.

In addition, the Debtors have agreed to pay Source Capital a
success fee as: (a) 1% of the total consideration paid from the
sale of the Debtors' assets including initial consideration,
assumption of or indemnification for liabilities and tax
obligations, and earn out clauses.  The Success Fee will be
due and payable upon transaction closing or final order of the
Bankruptcy Court, paid in cash from transaction proceeds.

In addition, upon the closing of a transaction, Source Capital
will also receive 500,000 restricted shares of Cordia Corporation
common stock.

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

                 About Cordia Communications Corp.

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

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

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

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

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

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.  The Debtors tapped
Source Capital Group, Inc. as their investment banker, Trustee
Services, Inc., as  claims, notice, and balloting agent
, and Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.


CORDIA COMMS: Auction for Assets on July 1; Bid Due June 29
-----------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, Cordia Communications
Corp., et al., to sell assets in an auction led by Birch
Communications, Inc.

The Debtors have entered into a Term Sheet for the acquisition of
assets of Cordia Communications Corp., My Tel Co., Inc., and
Northstar Telecom, Inc., for $8 million in cash, with the sale to
be finalized and executed on or before June 17, 2011.

The Debtors scheduled a July 1, auction, commencing at 10:00 a.m.
Eastern Time at the offices of Development Specialists, Inc.,
Southeast Financial Center, 200 South Biscayne Boulevard, Suite
1818, Miami, Florida.  Qualified bids are due June 29, at
5:00 p.m.

The sale of assets will be free and clear of liens, claims and
encumbrances.

The Court will consider the sale of the assets to Birch
Communications or the winning bidder at a hearing on July 14, at
11:00 a.m.  Objections, if any, are due July 8, at 5:00 p.m.

In the event of any competing bids for the assets, resulting in
Birch Communications not being  the successful buyer, it will
receive a breakup fee of $200,000 to be paid at the time of the
closing of the sale with such third party buyer.  In the event
that on or before June 17, (a) the purchase agreement is not
executed by Birch and the Debtors, or (b) Birch fails to post the
deposit, Birch will not be entitled to any breakup fee hereunder.

                     About Cordia Corporation

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

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

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

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

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

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
serves as the Debtors' bankruptcy counsel.  The Debtors tapped
Source Capital Group, Inc. as their investment banker, and
Development Specialists, Inc., to provide restructuring and
management services, including the appointment of Joseph J.
Luzinski as Chief Restructuring Officer.


CROATAN SURF: Seeks to Tap Silverang & Donohoe as Co-Counsel
------------------------------------------------------------
Croatan Surf Club, LLC, seeks approval from the U.S. Bankruptcy
Court of the Eastern District of Carolina to name Silverang &
Donohoe LLC as co-counsel nunc pro tunc to Jan. 10, 2011.

During its retention, Silverang & Donohoe, will, among other
things, provide continued representation in "Royal Bank America v.
Croatan Surf Club, LLC and docketed as 10-04488 in Court of Common
Pleas, Montgomery County, Pennsylvania.  The firm all other legal
services for the Debtor which may be necessary during the pendency
of the Chapter 11 case.

The firm's hourly rates are:


          Personnel                       Rates
          ---------                       -----
        Kevin J. Silverang             $400 (represents a 20%
                                       discount from the normal
                                       rate of $500 per hour

        Philip S. Rosenzweig           $280 (represents a 20%
                                       discount from the normal
                                       rate of $350 per hour

        Edmund J. Campbell, Jr.        $240 (represents a 20%
                                       discount from the normal
                                       rate of $300 per hour

        Cathatine E. Sibel             $200 (represents a 20%
                                       discount from the normal
                                       rate of $250 per hour

                      About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns a 36-unit ocean-front condominium building in Dare County,
North Carolina.  It filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.  Walter L.
Hinson, Esq., and Maureen Radford, at Hinson & Rhyne, P.A., in
Wilson, N.C., represent the Debtor as counsel.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


DB ISLAMORADA: Court Dismisses Chapter 11 Case for Cause
--------------------------------------------------------
On May 26, 2011, the U.S. Bankruptcy Court for the Southern
District of Florida entered its order granting the motion of
Debtor DB Islamorada, LLC for the dismissal of its Chapter 11 case
for cause.

The Court reserves jurisdiction to enforce the sanctions against
William P. Kelly, Jr., Esq., as follows:

A. The Court imposed sanctions against Mr. Kelly in the amount of
   $2,500.00) payable to DB Islamorada, LLC.

B. The Court imposed sanctions against Mr. Kelly in the amount of
   $5,000 payable to the United States Department of Treasury.

C. The Court imposed sanctions against Kelly by requiring him to
   complete 12 hours of bankruptcy related continuing legal
   education courses and 3 hours of ethics related continuing
   legal education courses within one year from the entry of the
   Sanctions Order.

It has been represented to the Court that the Debtor has no
money to pay the appropriate sum required pursuant to 28 U.S.C.
Section 1930(a)(6) and that the only source of funds to pay the
fees is the sanctions against Mr. Kelly.

On June 6, 2011, William P. Kelly, Jr., Esq., pro se, asked the
the Bankruptcy Court to reconsider its order dismissing the
Debtor's case, or in the alternative, relief from judgment, on the
grounds that: (1) execution on the judgment related to the
Sanctions Order (ECF No. 263), will cause undue economic hardship,
(2) execution on the judgment is inequitable given the vast amount
of legal services rendered by Mr. Kelly pro bono on behalf of
[bidder] David Finnegan, (3) Mr. Kelly has sincerely apologized to
the Court and (4) factual evidence of fraud, misrepresentation and
misconduct committed by the representative of the Debtor-in-
Bankruptcy against the Court and the creditors of the Debtors-in-
Bankruptcy at auction.

DB Islamorada, LLC, filed for Chapter 11 protection on Nov. 29,
2007 (Bankr. S.D. Fla. Case No. 07-20537).  The Company was, prior
to the south Florida real estate meldown, in the process of
developing a condominium hotel in Islamorada, Florida.  In its
schedules, the Debtor disclosed $28,236,009 in assets and
$27,546,060 in liabilities as of the Petition Date.  Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson P.A., in Miami, Fla., represents the Debtor as counsel.


DEVELOPING EQUITIES: Court Sets July 20 Disclosures Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
scheduled for July 20, 2011, at 9:00 a.m., the hearing to consider
the adequacy of the Disclosure Statement explaining Developing
Equities Group LLC's Plan of Reorganization.

Objections to the Disclosure Statement will be filed and served in
the manner specified in Local Bankruptcy Rule 3017-1 and
Fed.R.Bankr.P. 3017, on or before July 8, 2011.

On May 23, 2011, the Debtor filed with the Bankruptcy Court a
disclosure and statement and a Plan of Reorganization.  The Plan
provides for the acquisition of all assets of the Debtor by the
Reorganized Debtor, free and clear of all liens, claims and
interests of creditors, equity holders, and other parties in
interest except as otherwise provided in the Plan.  The Debtor
estimates the Effective Date of the Plan will be in September or
October 2011.

Stratus North Creek, LLC, is the current holder of the promissory
notes pertaining to the Thornton Property.  Pursuant to Stratus'
Proof of Claim No. 3 filed in this Chapter 11 Case, the Pre-
Petition secured amount of the Class 1 Claim is $2,330,000, and
the Pre-petition unsecured portion is $308,505.

Pursuant to the Plan terms, the maturity date of the Stratus loan
will be extended to seven years from the Effective Date, estimated
to be September 2018.  On the Effective Date, the Reorganized
Debtor will cure any defaults under the Stratus loan from the
Petition Date through the Effective Date by applying the Capital
Contribution as defined in the Plan to cure any default.

Interest only monthly payments will be made during the seven year
term.

The Debtor also reserves the right to sell the Thornton Property
during the life of the Plan which would result in payment in full
on the secured portion of Stratus' Class 1 Claim.

The unsecured deficiency amount owed to Stratus with respect to
the Thornton Property in the amount of $308,505, under Class 3,
will receive its share of the Net Profits Fund.  Distributions
from the Net Profits Fund will continue for the shorter of the
following: (a) until Class 3 is paid in full; or (b) seven years
following the Effective Date.  Distributions to the Class 3
Claimant will not exceed the amount of the Allowed Claims plus
interest calculated at five percent (5%) per annum.  The Debtor
projects a 25% payment to the Allowed Class 3 Claimant over the
life of the Plan.

On the Effective Date, the Equity Interests of Jeffrey L.
Kirkendall and Colette D. Kirkendall will be canceled and voided.
After the Confirmation Order becomes a Final Order, on the
Effective Date VNC Devco, Inc., will provide a contribution to the
Debtor in the amount of $500,000 for the Debtor to use to service
the interest only payments of the Stratus restructured Loan and
the ongoing operations of the Debtor.  The Capital Contribution
will be provided by VNC Devco, Inc., as new consideration in
exchange for 100% of the equity interests in the Reorganized
Debtor.

Any other creditor or party in interest may provide a contribution
to the Debtor on the Effective Date as new consideration in
exchange for 100% of the equity interests in the Reorganized
Debtor subject to certain conditions described in pages 17 and 18
of the disclosure statement.

In the event the Thornton Property is sold, either in whole or in
part, after the Effective Date during the life of the Plan, and
VNC Devco, Inc., makes the Capital Contribution described above,
after payment in full of any costs of sale, operating and
administrative expenses, taxes, payments to unclassified priority
Claims set forth in Article III, and payment to the Class 1
Claimant secured by the Thornton Property, the Debtor will pay 25%
of the net proceeds to the Net Profits Fund for distributions to
the Allowed Class 3 Claimant under the Plan, if necessary.  In
this scenario, the remaining 75% of net proceeds received from the
sale of the Thornton Property will be distributed to VNC Devco,
Inc.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/deveopingequities.DS.pdf

Highlands Ranch, Colorado-based Developing Equities Group LLC
operates a commercial real estate development company that
purchases commercial real property for development, lease or
resale depending on the property.  The Debtor's remaining
commercial real property as of the petition date is the Thornton
Property, a 2.753 gross acres of vacant land located in Adams
County, Colorado.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 10-39617) on Nov. 23, 2010.
Harvey Sender, Esq., and Matthew T. Faga, Esq., at Sender &
Wasserman, P.C., in Denver, Colo., assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $16,977,815 in total assets and $6,823,390 in total
debts.


DREIER LLP: Committee Seeks Unpaid Fees From Former Clients
-----------------------------------------------------------
In separate adversary proceedings, the Official Committee of
Unsecured Creditors in the Chapter 11 case of Dreier LLP in the
U.S. Bankruptcy Court for the Southern District of New York seek
unpaid fees from three former clients of the Debtor.

The former clients and the amount of the unpaid fees are:

   * Hungvar LLC: $20,092;

   * Chartis Claims, Inc. f/k/a AIG Domestic Claims, Inc.:
     $31,739; and

   * Island Properties and Associates LLC: $39,186.

The Debtor and the Committee says that despite due demand, the
Defendants failed and refused to pay the outstanding amounts.


DYNEGY INC: Tracy McLauchlin Resigns as SVP and Controller
----------------------------------------------------------
Tracy A. McLauchlin resigned from her position as Senior Vice
President and Controller of Dynegy Inc. and Dynegy Holdings Inc.,
effective June 23, 2011, to pursue other opportunities.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                          Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                       Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                         *     *     *

As reported by the Troubled Company Reporter on March 14, 2011,
Fitch Ratings downgraded the ratings on Dynegy and its
subsidiaries after Dynegy's auditors raised substantial doubt as
to its ability to continue as a going concern and the company
announced it would likely trip debt covenants in its credit
facilities.


EAGLE INDUSTRIES: Can Use Bank's Cash Collateral Until Aug. 23
--------------------------------------------------------------
Citizens First Bank has agreed to allow Eagle Industries LLC to
use its cash collateral through Aug. 23, 2011, solely to pay
Approved Operating Expenses set forth on the Cash Budget.

The parties further agree that the Debtors will may these payments
to Citizens First:

  1. Citizens First's Claim No. 32 for $372,911.57 and Claim No.
     33 for $3,298,228.71 will be restructured so that Claim No.
     33 is reduced to a $900,000 line of credit and the balance
     is combined with Claim No. 32, and paid on terms.  This
     restructuring will also be effective as to Claims Nos. 8 and
     9 filed in the Eagle Transportation case:

      (x) The $900,000 line of credit will be paid by the Debtors
          in one payment on Feb. 28, 2012.  The Debtors will pay
          regular monthly payments of all accrued unpaid interest
          due as of each payment date, beginning March 31, 2011,
          with all subsequent interest payment to be due on the
          last day of each month after that.  Interest will
          accrue at the rate of 6.5% per annum.

      (y) The $2,755,000 term loan will be paid by the Debtors in
          monthly installments, with a balloon payment on the
          date of maturity.  Interest will accrue at the rate of
          6.5% per annum.  First payment is due March 31, 2011,
          and final payment is due Feb. 28, 2012.

  2. Citizens First's DIP financing loan, having a current
     principal balance of $241,000, and which is due and payable
     on March 31, 2011, will be restructured so that the maturity
     date will be extended to Jan. 31, 2012, and the debt paid on
     terms.  Interest will accrue at the rate of 6.5% per annum.

The parties' amended agreement on use of cash collateral was
approved by the Bankruptcy Court on May 23, 2011.  A copy of the
amended agreed order on the use of cash collateral is available
at http://bankrupt.com/misc/eagle.amendedcashcollateralorder.pdf

                      About Eagle Industries

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 10-
11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, in Louisville, Ky., represents the Debtor.  The
Debtor estimated assets and debts at $10 million to $50 million.

Peter M. Gannott, Esq., at Alber Crafton, P.S.C., in Louisville,
Ky.,  represents the official unsecured creditors' committee.


ELK GROVE: Sun Grove Wants to Acquire Gold's Gym Site
-----------------------------------------------------
Kelly Johnson, staff writer at the Sacramento Business Journal,
reports that Sun Grove Community Church wants to buy the current
Gold's Gym site, and its senior pastor envisions sharing the large
building for community and business gatherings.

According to the report, a group of investors that owns the Elk
Grove Gold's Gym franchise hopes to stay put.  But a bank owns the
building, and the Gold's franchise is in Chapter 11 bankruptcy
reorganization.

The city of Elk Grove, which would have to approve converting the
use to a church from retail, hasn't weighed in yet.

Based in Elk Grove, California, Elk Grove Fitness LLC dba Gold's
Gym filed for Chapter 11 Bankruptcy Protection on May 17, 2011
(Bank. E.D. Calif. Case No. 11-32255).  Judge Michael S. McManus
presides over the case.  Robert M. Yaspan, Esq., at Law Offices of
Robert M. Yaspan, represents the Debtor.  The Debtor disclosed
assets of $312,242, and debts of $4,673,262.


EVANS OIL: U.S. Trustee Wants Exclusive Periods Request Denied
--------------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to deny
Evans Oil Company, L.L.C., et al.'s request to extend their
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 plan.

The U.S. Trustee explains that the Debtors have not demonstrated
any exigency to establish cause for seeking the relief on an
emergency basis.

The Court previously extended until May 30, 2011, the Debtors'
exclusive period to file chapter 11.

Secured creditor Fifth Third Bank supported the U.S. Trustee's
motion relating the Court ordered that if the Debtor failed to
file a disclosure statement by May 30, it will conduct a hearing
on dismissal or conversion of the case.  On May 20, the Debtor
requested for a July 29 plan filing extension and Sept. 27, plan
solicitation period.

The U.S. Trustee is represented by:

         J. Steven Wilkes, Esq.
         U.S. Department of Justice
         Office of the U.S. Trustee, Region 21
         501 East Polk St., Suite 1200
         Tampa, Florida 33602
         Tel: (813) 228-2000
         Fax: (813) 228-2303
         E-mail: steven.wilkes@usdoj.gov

Fifth Third is represented by:

         Brian T. Giles, Esq.
         Alan J. Statman, Esq.
         441 Vine Street
         370 Carew Tower
         Cincinnati, OH 45202
         Tel: (513) 621-2666
         Fax: (513) 621-4896
         E-mail: bgiles@statmanharris.com

                       About Evans Oil

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

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

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

There has been no committees formed in the Debtor's case at the
present time


FAITH CHRISTIAN: Hearing on Plan Outline Set for July 1
-------------------------------------------------------
Judge Lewis M. Killian Jr. will convene a hearing on July 1, 2011,
at 9:00 a.m.  to consider approval of the Disclosure Statement
explaining the Plan of Reorganization filed Faith Christian Family
Church of Panama City Beach, Inc., together with its petition.

The Court will also hold a Chapter 11 Status Conference that day.

The ministry sought Chapter 11 relief after defaulting on a loan
from Suntust Bank and a foreclosure sale was scheduled to sell the
ministry's main campus.

Suntrust Bank acquired the debt in 2008 from Bay Bank and Trust of
Panama City.  Over the course of the church's acquisition of
properties and construction of facilities, the church had
accumulated three loans with Bay Bank totalling roughly
$2,750,000.  The loans were cross collateralized by all of the
church's properties.

The downturn in the local economy coupled with the BP oil spill
impacted the ministry's ability to service its debt to Suntrust.
The ministry has filed a $700,000 claim with BP.

The ministry is seeking to sell its parsonage for $4.2 million.
The ministry said in the plan outline that there are active
prospects for the sale of the parsonage.  Should the parsonage
sell prior to Plan confirmation, the Debtor will be able to pay
Suntrust and all creditors in full, except for Margie Negrin
Bishop, whose claim is disputed.  According to the outline, the
Debtor intends to surrender sufficient real property to Suntrust
to satisfy its claim and pay certain unsecured debt over a 60-
month period.

According to the Plan outline, the Debtor does not intend to
pursue preference, fraudulent conveyance or other avoidance
actions as none have been identified at this time.

The Debtor will fund the Plan from general operations of the
ministry.  Should the ministry receive payment on its pending BP
claim, the funds will be used for the plan and to operate the
ministry.

A full-text copy of the Disclosure Statement and Plan is available
at no charge at http://bankrupt.com/misc/FaithChristianDS.pdf

                About Faith Christian Family Church

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


FAITH CHRISTIAN: Sec. 341 Creditors' Meeting Set for July 29
------------------------------------------------------------
The United States Trustee for the Northern District of Florida
will convene a Meeting of Creditors pursuant to 11 U.S.C. 341(a)
in the bankruptcy case of Faith Christian Family Church of Panama
City Beach, Inc., dba Faith Christian Family Church, on July 29,
2011 at 10:00 a.m. at Panama City (Courtroom, U.S. Courthouse, 30
W. Government St.).

Proofs of claim are due by Oct. 31, 2011.  Government Proofs of
Claim are due by Jan. 25, 2012.

                About Faith Christian Family Church

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


FAITH CHRISTIAN: Taps Charles M. Wynn as Bankruptcy Counsel
-----------------------------------------------------------
Faith Christian Family Church of Panama City Beach Inc., dba Faith
Christian Family Church, seeks permission to employ Charles M.
Wynn Law Offices, P.A., as its bankruptcy counsel.  The firm
attests that it has no connection with the Debtor's creditors or
any other party in interest or its attorneys.

The Debtor has paid the firm a non-refundable retainer of $12,000.
Costs were paid of $3,154.

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection on May 24, 2011 (Bankr.
N.D. Fla. Case No. 11-50288).  The Debtor has $11,339,469 in
assets, and $3,361,477 in debts.
   
The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.


FGIC CORP: Plan Outline Hearing Rescheduled for June 30
-------------------------------------------------------
The U.S. Bankruptcy for the Southern District of New York has
adjourned until June 30, 2011, at 10:00 a.m., the hearing to
consider adequacy of the disclosure statement explaining FGIC
Corporation's chapter 11 plan.  Objections, if any, are due
June 23.

As reported in the Troubled Company Reporter on April 1, 2011,
FGIC filed for reorganization in August 2010 with a plan where
creditors would become owners of the bond insurance subsidiary,
Financial Guaranty Insurance Co.  The plan was rendered infeasible
when an exchange offer failed.  The Company hopes to be
reorganized so it can utilize $4 billion in net tax-loss carry-
forwards.  The Company said that it continues to work on a new
reorganization structure with policy holders.  The Court extended
until July 1, the Debtor's time to exclusively file a Chapter 11
Plan.

FGIC's assets consist of $10 million cash, the insurance
subsidiary, and the opportunity to utilize tax losses.  The Pan
worked out in advance of the Chapter 11 filing contemplated
dividing the cash and new stock among lenders on the $46 million
revolving credit and the $345 million in unsecured notes.  Holders
of 90% of the common stock had agreed to go along with the plan
and waive their $7.2 million unsecured claim.

                          About FGIC Corp

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash,
Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the
Debtor.  Garden City Group, Inc., is the Debtor's claims and
notice agent.   The Official Committee of Unsecured Creditors
tapped Morrison & Foerster LLP as its counsel.  The Company
disclosed $11,539,834 in assets and $391,555,568 in liabilities as
of the Petition Date.

In August 2010, FGIC filed a plan of reorganization and disclosure
statement.  The Plan negotiated between FGIC and its key creditors
and shareholders would allow the FGIC to cancel debt obligations
in the aggregate amount of $391.5 million.  Holders of general
unsecured claims against FGIC Corp. -- which include holders of
outstanding debt under FGIC Corp.'s prepetition revolving credit
facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 --
would receive substantially all of its $11.5 million in cash and
the common stock in Reorganized FGIC Corp.  The three largest
common shareholders of FGIC Corp., representing over 90% of its
common stock, have agreed to the cancellation of their equity
interests pursuant to the Plan and waive general unsecured claims
against the estate in the aggregate amount of $7.2 million.  As
agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC
Corp. would be capitalized with no more than $400,000 to fund its
business needs and continue to operate as an insurance holding
company after the Effective Date.


FOREVERGREEN WORLDWIDE: Files Amendment 1 to Form 10-K for 2010
---------------------------------------------------------------
Based upon a limited review of its periodic reports by the
Securities and Exchange Commission staff, on Dec. 28, 2010,
ForeverGreen Worldwide Corp. received written staff comments
regarding its annual report on Form 10-K for the year ended
Dec. 31, 2009.  The comments requested information on the policies
and methods the Company rely upon for testing goodwill.  The
Company evaluated its policies and methods and determined that an
adjustment to the value of goodwill in that report was required.

As a result, on June 7, 2011, the Company filed an Amendment No. 2
to the Form 10-K for the period ended Dec. 31, 2009.  In the
amended report the Company recognized an impairment of goodwill in
2008 and 2009.  Accordingly, the Company has amended its 2010
annual report to reflect the restated financial statements for the
year ended Dec. 31, 2009.  Other than the changes resulting from
restated financial statements, the disclosures in this amended
report do not include subsequent events.

On June 3, 2011, Morrill & Associates, in Bountiful, Utah,
expressed substantial doubt about ForeverGreen Worldwide's ability
to continue as a going concern, following its audit of the
Company's consolidated balance sheets as of Dec. 31, 2010, and
2009, and the related consolidated statements of operations and
comprehensive income, stockholders' equity and cash flows for the
years ended Dec. 31, 2010, and 2009.  The independent auditors
noted that the Company has a working capital deficiency, and has
had negative cash flows from operations and recurring operating
losses substantially since inception.

A copy of Amendment No. 1 to the Form 10-K for 2010 is available
at http://is.gd/jRoxkA

                About ForeverGreen Worldwide Corp.

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.


FPD LLC: Court Okays Sale of Properties to Winning Bidders
----------------------------------------------------------
As reported in the TCR on April 1, 2011, the U.S. Bankruptcy Court
for the District of Maryland continued to May 23, 2011, at
3:00 p.m. the hearing on the sale, to the highest and best
bidders, of FPD, LLC, and certain of its affiliates' real
properties subject to the liens of Wells Fargo Bank, N.A.,
successor by merger to Wachovia Bank, N.A.  The Wells Fargo
Collateral consists of the Debtor and certain of its affiliates'
residential unit properties, finished building lots and raw land
not already sold and settled.

As of the Petition Date, the aggregate amount owed to Wells Fargo
was not less than $27,839,288, together with all interest, costs,
fees, expenses (including attorneys' fees and legal expenses) and
accrued charges.

On May 26, 2011, the Bankruptcy Court entered its order approving
the sale of applicable portions of the Debtor properties to cash
Buyers who agreed to buy those portions of the Debtor Properties,
upon the terms and conditions of the Asset Purchase Agreements and
any related agreements, as applicable.  Closing on the sale of the
Debtor Properties to cash buyers will take place two weeks of the
date that the Order, as entered, will have become a final order
not subject to stay or appear.

Except as otherwise provided in the Order, any liens on Debtor
Properties to be sold to cash Buyers will attach to the proceeds
of each sale and will retain the same validity and priority as
they had (if any) prior to the sale as first lien holder;
provided, however Wells Fargo will be paid all Net Proceeds from
the sale of completed residential units sold to cash Buyers at the
closing of the sales; and (ii) Wells Fargo will be paid all Net
Proceeds from the sales of finished building lots, raw land, and
other Wells Fargo Collateral sold to cash Buyers at the closing of
the sales.

Sellers are authorized and directed to sell the applicable portion
of Debtor Properties to Wells Fargo, or to any special purpose
entity designated by Wells Fargo to take title, for portions of
the Debtor Properties for which Wells Fargo's credit bid is the
highest bid.  Closing of the sale of Debtor Properties pursuant to
credit bid will take place within two (2) weeks of the date that
the Order, as entered, will have become a final order not subject
to stay or appeal; provided, however, Wells Fargo will have the
right to delay closing or to decline acceptance of delivery of a
deed for a successful credit bid (i) for which Wells Fargo cannot
get an acceptable commitment for owner's title insurance to take
title pursuant to a deed on account of a successful credit bid or
(ii) for which identified environmental or other issues preclude
Wells Fargo from taking title immediately following the Auction.
If these issues cannot be resolved to Wells Fargo's satisfaction,
then Wells Fargo may at any time thereafter, in its sole
discretion, foreclose on such Wells Fargo Collateral as and
when it elects.

A list of the Winning Buyers, attached as Exhibit A to the Sale
Order, is available at:

          http://bankrupt.com/misc/fpdllc.saleorder.pdf

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.


FPD LLC: Seeks to Employ Taylor Properties as Listing Agent
-----------------------------------------------------------
FPD, LLC, et al., seek permission from the U.S. Bankruptcy Court
for the District of Maryland to employ Taylor Properties as
exclusive listing agent to sell and receive commission for certain
properties at the estates at Aisquith farm.

Upon the Court's authorization, and as set in the Listing
Agreement, Taylor Properties will be entitled to a commission
equal to 5% of the purchase price of Lots 7 and 10, payable at
settlement.

In addition, Taylor Properties will be entitled to receive the Lot
11 Commission, currently being held in escrow by Touchstone Title,
LLC and/or the Law Office of Todd M. Clark and Wade T. Heisig
(Touchstone Title, LLC and/or the Law Office of Todd M. Clark and
Wade T. Heisig are, collectively, the "Escrow Agent").  Pursuant
to the Home Sale Order, the Debtors were authorized to sell Lot 11
pursuant to a prepetition contract with Taylor Properties.

Lot 11, located at 1425 Della Way, Davidsonville, Maryland,
settled on May 10, 2011 for a final purchase price of $737,720.
The Lot 11 Commission, which is equal to $18,443, is based on
2.5% of the purchase price

                          About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  FPD filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FREE AND CLEAR III: Sec. 341 Meeting Set for June 30
----------------------------------------------------
The United States Trustee in Las Vegas will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of
Free and Clear Holding Company III LLC on June 30, 2011, at 3:00
p.m. at 341s - Foley Bldg., Rm 1500.

The last day for creditors to file proofs of claim is Sept. 28,
2011.

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo serves
as bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in both assets and debts.  The petition was
signed by Garth Johnson, managing member.


FREE AND CLEAR III: Status Conference Set for Aug. 9
----------------------------------------------------
Judge Bruce A. Markell will hold a status conference in the
bankruptcy case of Free and Clear Holding Company III LLC on
August 9, 2011, at 10:00 a.m. at BAM-Courtroom 3, Foley Federal
Bldg.

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo serves
as bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in both assets and debts.  The petition was
signed by Garth Johnson, managing member.


GATEWAY HOTEL: Plan Proposes to Pay Creditors in Full Over Time
---------------------------------------------------------------
Gateway Hotel LLC aka Hilton Garden Inn filed with the U.S.
Bankruptcy Court for the District of Arizona a disclosure
statement explaining its Chapter 11 plan of reorganization dated
May 12, 2011.

A hearing is set for July 13, 2011, at 09:00 a.m., at 230 N. First
Ave., 6th Floor, Courtroom 602 in Phoenix, Arizona, to consider
the adequacy of the Debtor's disclosure statement.  Objections, if
any, must be filed five days before the hearing.

Under the plan, the Debtor seeks to pay all claims in full, either
on the effective date or over time.  In connection with
successfully accomplishing the foregoing, the Debtor proposes to
restructure the terms of its subsidiaries owed to lender, the
largest single creditor of the estate, so that the Debtor is
afforded the necessary breathing room to pay lender's claim in
full, with interest, over time.

The Debtor will make plan distributions from revenues generated by
the Debtor's business operations or such other sources as the
Debtor deems appropriate in its reasonable business judgment.

Classes                    Treatment         Amount of Claim
-------                    ---------         ---------------
Class 1: Administrative    Paid in full in   $75,000
                            cash on effective
                            date

Class 2: Priority Unsec.   Paid in full in   $15,000
                            over time

Class 3: lender's          Paid in full in   $25,750,000
                            over time

Class 4: Secured Tax       Paid in full in   $70,000
                            over time

Class 5: General Unsec.    Paid in full in   $250,000
                            over time

Class 6: Equus             Paid in full in   $40,500
                            over time

Class 7: Equity Holders    retained          N/A

A full-text copy of the disclosure statement is available for
free at http://bankrupt.com/misc/GATEWAY_DS.pdf

A full-text copy of the Chapter 11 plan is available for free
at http://bankrupt.com/misc/GATEWAY_Plan.pdf

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection on March 29, 2011 (Bankr. D.
Ariz. Case No. 11-08302).  Kyle S. Hirsch, Esq., at Bryan Cave
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No. 09-
25724).


GB BUSINESS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GB Business Trust
        855 S. Main Avenue, Suite K
        Fallbrook, CA 92028

Bankruptcy Case No.: 11-09555

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Vance F. Van Kolken, Esq.
                  LAW OFFICE OF VANCE F. VAN KOLKEN
                  23905 Clinton Keith Road, #114-288
                  Wildomar, CA 92595
                  Tel: (951) 286-1787
                  Fax: (951) 880-0531

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-09555.pdf

The petition was signed by Barry Blythe, trustee.


GENERAL MARITIME: BlackRock Discloses 4.94% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 5,726,859 shares of common stock of General
Maritime Corp. representing 4.94% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                       http://is.gd/2uruqH

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                          *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GENTA INC: Has 191.74 Million Outstanding Common Shares
-------------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of June 10, 2011, is 191,745,094.

                      About Genta Incorporated

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

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

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

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

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


GREAT ATLANTIC: U.S. Trustee Rehashes Committee Membership
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, under 11
U.S.C. Sec. 1102(a) and (b), issued a second amended appointment
of an official committee of unsecured creditors in the Chapter 11
cases of Great Atlantic & Pacific and affiliated debtors in
possession.

The present committee members are:

     1. Wilmington Trust Company
        Rodney Square North
        1100 North Market Street
        Wilmington, Delaware 19890-1605

        ATTN: Patrick Healy
              Vice President
              Tel: (302) 636-6391
              Fax: (302) 636-4149

     2. Pension Benefit Guaranty Corporation
        1200 K Street, N.W.
        Washington, D.C. 20005

        ATTN: Dana Cann
              Financial Analyst
              Tel: (202) 326-4070, ext. 3810
              Fax: (202) 842-2643

     3. United Food & Commercial Workers International Union, CLC
        1775 K Street, N.W.
        Washington, D.C. 20006-1598

        ATTN: Anthony M. Perrone
              International Secretary-Treasurer
              Tel: (202) 223-3111
              Fax: (202) 728-18024.

      4. Central States, Southeast and Southwest
         Areas Pension Fun
        9377 W. Higgins Road
        Rosemont, Illinois 60018-4938

        ATTN: Timothy C. Reuter, Esq.
              Tel: (847) 518-9800
              Fax: (847) 518-9797

     5. 1199SEIU Healthcare Employees Pension Fund
        c/o Levy Ratner, P.C.
        80 Eighth Avenue - 8th Floor
        New York, New York 10011-5126

        ATTN: Suzanne Hepner, Esq.
              Tel: (212) 627-8100
              Fax: (212) 627-8182

     6. Kimco Realty Corporation
        3333 New Hyde Park Road
        New Hyde Park, New York 11042

        ATTN: Raymond Edwards
              Vice President
              Tel: (516) 869-2586
              Fax: (516) 336-5686

     7. McKesson Pharmaceutical
        One Post Street
        San Francisco, California 94104

        ATTN: Jennifer Schineller - Vice President
              Tel: (415) 983-9333
              Fax: (415) 732-2967

     8. C&S Wholesale Grocers, Inc.
        7 Corporate Drive
        Keene, New Hampshire 03431

        ATTN: Mark Gross
              Tel: (603) 352-2250
              Fax: (603) 352-53309

     9. Calip Dairies, Inc.
        701 Zerega Avenue
        Bronx, New York 10473

        ATTN: Leo Glynn, Co-Owner
              Tel: (718) 518-8700
              Fax: (718) 518-7504

    10. Kraft Foods Global, Inc.
        Three Lakes Drive
        Northfield, Illinois 60093

        ATTN: Sandra L. Schirmang
              Senior Director of Credit
              Tel: (847) 646-6719
              Fax: (847) 646-4479

               About Great Atlantic & Pacific

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

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

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

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


GREENWOOD ESTATES: Frances Gecker Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
The Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for
the Northern District of Illinois approved the appointment of
Frances Gecker as Chapter 11 trustee in the case of Greenwood
Estates MHC LLC.

Capmark Finance Inc., has asked that the Court convert the
Debtors' case to one under Chapter 7 or appoint a Chapter 11
Trustee.  Capmark also asked that the Chapter 7 trustee operate
until Capmark can gain control over is collateral.

Capmark related that the Debtor failed to disclose the 90-day
tansfers and one year transfers to insiders.  Capmark discovered
that $359,372 of fund from the Debtor's bank account were
transfered to the Klarchek Family Trust.  The Klarchek Trust in
return, would then transfer hundreds of thousands of dollars a
month to an operating account in the name of Richard Klarchek.
For instance, in May 2010, the Family Trust transferred about
$352,646 to the Klarchek account.

The U.S. Trustee also asked that the Court dismiss or convert the
Debtor's case because the Debtor has been delinquent on payment of
the U.S. Trustee fees in the amount of $5,850, and the Debtor's
counsel filed a motion to withdraw as counsel, leaving the Debtor
corporation without the benefit of counsel.

The U.S. Trustee assured the Court that Frances Gecker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Capmark is represented by:

         Peter A. Clark, Esq.
         Kevin C. Driscol, Esq.
         Timothy S. McFadden, Esq.
         BARNES & THONBURG LLP
         1 North Wacker Drive, Suite 4400
         Chicago, IL 60606
         Tel: (312) 214-8307
         Fax: (312) 759-5646

The U.S. Trustee is represented by:

         Roman Sukley, Attorney
         Office of the United States Trustee
         219 S. Dearborn, Suite 873
         Chicago, IL 60604
         Tel: (312) 886-3324

                     About Greenwood Estates

Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner
of a manufactured community, consisting of 594 sites, situated on
96.358 acres located at 1598 US 31 South, Greenwood, Indiana.  The
Company filed for Chapter 11 bankruptcy protection on July 30,
2010 (Bankr. N.D. Ill. Case No. 10-33988).  Eugene Crane, Esq.,
Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman,
Simon, Welch & Clar, in Chicago, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
assets of $28,601,206 and liabilities of $25,456,180 as of the
petition date.


GREYSTONE PHARMA: Requests to Convert Case to Ch. 7 Withdrawn
-------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District Of Tennessee approved the withdrawal of requests
to convert Greystone Pharmaceuticals, Inc.'s Chapter 11 case to
one under Chapter 7 of the Bankruptcy Code.

Secured creditor Fifth Third Bank filed on April 18, 2011, a
motion to convert case to Chapter 7 or for appointment of a
Chapter 11 trustee.

On Dec. 22, 2010, Daniel M. Mcdermott, U.S. Trustee for Region 8,
filed a motion to dismiss or convert the Debtor's case.

Fifth Third Bank, and the U.S. Trustee, also asked for the
appointment of Chapter 11 trustee in the Debtor's case.

As reported in the Troubled Company Reporter on May 13, the Court
ordered that upon appointment of a Chapter 11 trustee, the Debtor
will withdraw without prejudice its motion to convert.

The Court has approved the appointment of Kevin Crumbo as
Chapter 11 trustee in the Debtor's case.

That appointment being complete, Fifth Third Bank withdraws that
portion of its motion to convert the case to Chapter 7.

Fifth Third Bank is represented by:

         M. Kimberly Stagg, Esq.
         Fifth Third Center, Suite 1401
         424 Church Street
         Nashville, TN 37219
         Tel: (615) 244-6538
         Fax: (615) 256-8686
         E-mailkstagg@dickinsonwright.com

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  David J. Cocke, Esq., at Evans Petree
PC, in Memphis, Tenn., represents the Unsecured Creditor's
Committee as counsel.  In its schedules, the Debtor disclosed
$25,467,546 in assets, and $22,601,150 in liabilities as of the
petition date.


GREYSTONE PHARMA: Kevin Crumbo Approved as Chapter 11 Trustee
-------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District Of Tennessee approved the appointment of Kevin
Crumbo as Chapter 11 trustee in the case of Greystone
Pharmaceuticals, Inc.

On April 29, 2011, the Court entered a consent order on the motion
of Fifth Third Bank, a secured creditor, which sought, inter alia,
to appoint a Chapter 11 trustee.  The parties-in-interest also
agreed to the appointment of a Chapter 11 Trustee.

Fifth Third explained that:

   -- the Debtor's case has been pending for 18 months;

   -- days have elapsed since the filing of the Greg P. Pilant
      Disclosure Statement on Jan. 25, 2010; and

   -- days have elapsed since the filing of the Existing Fifth
      Third objection, there has, unfortunately, been no material
      progress towards promulgation of an acceptable plan and
      disclosure statement in the Debtor's case.

Daniel M. Mcdermott, the U.S. Trustee for Region 8, assured the
Court that Mr. Crumbo is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The U.S. Trustee is represented by:

         Karen P. Dennis, Esq.
         United States Department of Justice
         Office of the United States Trustee
         200 Jefferson Avenue, Suite 400
         Memphis, TN 38103
         Tel: (901) 544-3211

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  David J. Cocke, Esq., at Evans Petree
PC, in Memphis, Tenn., represents the Unsecured Creditor's
Committee as counsel.  In its schedules, the Debtor disclosed
$25,467,546 in assets, and $22,601,150 in liabilities as of the
petition date.


HARRISBURG, PA: Recovery Plan Calls for Incinerator, Other Sales
----------------------------------------------------------------
Michael Aneiro, writing for Dow Jones Newswires, reports
Pennsylvania's Department of Community and Economic Development on
Monday outlined a 418-page plan to steer the city of Harrisburg
toward recovery by streamlining services, downsizing government
and increasing certain property taxes if necessary.

Dow Jones relates the plan -- named after a 1987 law, the
Municipalities Financial Recovery Act, or Act 47, designed to aid
distressed municipalities -- outlines recommendations to help
Harrisburg deal with a $300 million debt burden it inherited from
a failed incinerator project whose funding the city guaranteed.
According to Dow Jones, some of the plan's main tenets include
negotiating contracts to freeze wages, restructure health benefits
and control the growth of personnel costs; selling or leasing
certain assets; outsourcing commercial sanitation collection;
merging two departments; and cutting 19 jobs.  The plan recommends
the sale of the incinerator facility to the Lancaster County Solid
Waste Management Authority as well as the sale or lease of assets
of the Harrisburg Parking Authority.  The plan calls for
additional revenues, including a $2 million annual payment from
Dauphin County's Gaming Funds.  The plan also calls for increasing
property taxes only when necessary to close remaining gaps between
revenues and expenditures.

Dow Jones notes the report projects that Harrisburg will be out of
cash and unable to pay bills or make payroll by the fourth quarter
of 2011. It cited a $2 million structural deficit in the city's
2010 operational budget, which it said will grow to $3.4 million
in 2011 and top $10 million by 2015.

According to Dow Jones, a public comment period will run until
June 28, when a public hearing will be held, after which the
Harrisburg city council then will have 25 days to act on the
recovery plan.

Dow Jones notes the Commonwealth of Pennsylvania last filed a
similar recovery plan in May 2010 to help the city of Reading,
then facing an $11.1 million budget shortfall.  That report
recommended fixes that included restructuring the fire department,
freezing wages and requiring city employees to contribute more to
health-benefit costs.

Dow Jones says a spokesman for Harrisburg Mayor Linda Thompson
didn't return a call seeking comment.

In a separate report, Dow Jones' Aneiro says the plan has added to
tensions between the city and its surrounding county.  According
to Dow Jones, Dan Miller, Harrisburg's comptroller, said the plan
effectively puts the entire burden on the city, sparing Dauphin
County as well as Assured and bondholders.

Dow Jones also reports the Dauphin County Board of Commissioners,
meanwhile, released a statement saying it is encouraged by the
plan but protesting the onus it places on the county.

Dow Jones notes that the Commonwealth Court of Pennsylvania on
Friday reinstated a lawsuit brought by Dauphin County, which had
been dismissed by a lower court, seeking to force Harrisburg to
pay the county $34.7 million in money owed on the incinerator
bonds.


HARRISBURG, PA: Appeals Court Revives $34.7 Million Debt Suit
-------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Pennsylvania
state appeals court on Friday revived a $34.7 million lawsuit
brought against Harrisburg, Penn., by Dauphin County over
outstanding debts, a decision that could push the debt-ridden
capital toward filing for bankruptcy.

The county and co-plaintiffs Joseph and Jacalyn Lahr sued the
city, the mayor, the city treasurer and other city officials in
November 2009, seeking to compel Harrisburg to pay $34.7 million
it owed for notes financing the retrofitting of a recycling
facility and to include the amount in its 2010 budget, according
to Law360.

                  About Harrisburg, Pennsylvania

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg voted 5-2 on Sept. 28, 2010, to
seek professional advice on bankruptcy or State oversight.
Harrisburg needed state aid to avoid default on $3.3 million of
bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HENRY COUNTY: Authorized Common Stock Hiked to 200 Million Shares
-----------------------------------------------------------------
Henry County Bancshares, Inc., filed with the Secretary of State
of Georgia Articles of Amendment to the Company's Articles of
Incorporation which authorized additional capital stock,
increasing the number of authorized common stock from fifty
million shares to two hundred million shares.  The amendment also
eliminated the shareholders' preemptive rights to acquire any
unissued shares of the Company.  The amendment was approved by the
shareholders of the Company by a greater than two-thirds
affirmative vote at the annual meeting held on May 17, 2011, in
accordance with O.C.G.A. Section 14-2-1003.  A copy of the
Articles of Amendment to the Articles of Incorporation of the
Company is available for free at http://is.gd/zadwZS

                         About Henry County

Stockbridge, Georgia-based Henry County Bancshares, Inc., is a
Georgia business corporation which operates as a bank holding
company.  The Company was incorporated on June 22, 1982, for the
purpose of reorganizing The First State Bank to operate within a
holding company structure.  The Bank is a wholly owned subsidiary
of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.  Until Dec. 15, 2009, when it
suspended operations, the Company also conducted mortgage-lending
operations through the Bank's wholly owned subsidiary, First Metro
Mortgage Company.  First Metro provided the Bank's customers with
a wide range of mortgage banking services and products in the same
primary market area as the Bank.

As reported by the TCR on April 6, 2011, Mauldin & Jenkins, LLC,
in Atlanta, Ga., expressed substantial doubt about Henry County
Bancshares' ability to continue as a going concern.  The
independent auditors noted that the Company as suffered
significant losses from operations due to the economic downturn,
which has resulted in declining levels of capital.

The Company reported a net loss of $6.7 million on $10.0 million
of net interest income for 2010, compared with a net loss of
$36.6 million on $6.6 million of net interest income for 2009.

Other operating income was $3.9 million for 2010, compared with
$2.6 million for 2009.

The Company's balance sheet at March 31, 2011, showed
$574.87 million in total assets, $560.11 million in total
liabilities, and $14.76 million in total stockholders' equity.


HERCULES OFFSHORE: BlackRock Discloses 4.82% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 6,619,678 shares of common stock of Hercules
Offshore Inc. representing 4.82% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/lR3HIx

                      About Hercules Offshore

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

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

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

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

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


HIRST DEVELOMENT: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------------
Vanessa Small at The Washington Post reports that Hirst
Development LLC, at 196 N. 21st St., in Purcellville, Virginia,
filed for Chapter 7 protection (Bankr. D. Md. Case No. 11-14094).
Katherine Martell represents the Company.  The Company estimated
assets of less than $50,000, and liabilities between $1 million
and $10 million.  The Company owes $1,277,707 to largest unsecured
creditor Developers Surety & Indemnity.


HORIZON LINES: Amends Restructuring Support Pact with Noteholders
-----------------------------------------------------------------
Horizon Lines, Inc., entered into an amendment with certain
holders of a majority of its unsecured 4.25% convertible senior
notes due 2012, to the previously announced Restructuring Support
Agreements, dated June 1, 2011.  The Amendment was entered into to
extend, from June 10, 2011, to June 17, 2011, (i) the deadline by
which the Company is to receive subscription commitments for $350
million in aggregate principal amount of the Company's 9.0% senior
secured notes to be issued and sold to the Exchanging Holders and
(ii) the Exchanging Holders' and the Company's continued support
for the recapitalization and to allow the parties to discuss
certain modifications to the terms of the recapitalization.

A full-text copy of the First Amendment to Restructuring Support
Agreement is available for free at http://is.gd/ZnUNfV

                        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.


HUGHES TELEMATICS: AIF V Management Discloses 57.2% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, AIF V Management, LLC, and its affiliates
disclosed that they beneficially own 53,814,291 shares of common
stock of Hughes Telematics, Inc., representing 57.2% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/rejieU

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed
$110.12 million in total assets, $186.96 million in total
liabilities, and a $76.84 million total stockholders' deficit.

The Company's balance sheet at March 31, 2011, showed
$110.12 million in total assets, $186.96 million in total
liabilities, and a $76.84 million total stockholders' deficit.

As of March 31, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $26.1 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$7.8 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


IMPERIAL CAPITAL: Taps Epiq Bankruptcy as Solicitation Agent
------------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California authorized Imperial Capital
Bancorp, Inc., to employ Epiq Bankruptcy Solutions, LLC, as its
solicitation agent.

Epiq is expected to, among other things:

   a) work with the Debtor to request the appropriate information
      with respect to the Trust Preferred Securities from DTC, BNY
      Mellon, and U.S. Bank;

   b) mail voting and other documents to any registered record
      holders of the Trust Preferred Securities, if any, and other
      parties, as needed, including record holders of equity
      interests and holders of Class 3 non-Securities claims under
      the Amended Plan; and

   c) coordinate the distribution of voting documents to street
      name holders of Trust Preferred Securities by forwarding the
      appropriate documents to the banks and brokerage firms
      holding the Trust Preferred Securities (or their agent), who
      in turn will forward it to beneficial owners for voting.

The hourly rates of Epiq's personnel are:

         Executive Vice President            $410
         Vice President                      $360
         Senior Consultant                   $300
         Senior Case Manager              $225 - $275
         Case Manager (Level 2)           $185 - $220
         IT Programming Consultant        $140 - $180
         Case Manager (Level 1)           $125 - $175

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

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40,439,363 in assets and $98,721,610 in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor's proposed Liquidating Plan of Reorganization provides
that based upon assets available for distribution, creditors of
the Company will not be paid in full under the Plan.  The Company
predicts that, after payment to the Company's unsecured creditors,
there will be no assets available for distribution to the holders
of the Company's common stock.


JACKIE'S GYMNASTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Jackie's Gymnastics, LLC
        11530 Manchaca Road
        Austin, TX 78748

Bankruptcy Case No.: 11-11437

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Boulevard, Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393
                  E-mail: frank@franklyon.com

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

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

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

The petition was signed by Jackie L. Smith, manager.


JACKSON HEWITT: FMR LLC Ceases to Own Any of Co.'s Common Shares
----------------------------------------------------------------
FMR LLC and Edward C. Johnson 3d, in a regulatory filing Friday,
disclose that as of June 9, 2011, they have ceased to be the
beneficial owner of any of Jackson Hewitt Tax Service Inc.'s
Common Stock.

A copy of the SC 13G/A is available at http://is.gd/WV0Iyi

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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


JD HIRST: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Vanessa Small at The Washington Post reports that JDB Hirst Farm
LLC, 34876 Sunny Ridge Rd., Round Hill, Virginia, 20141 filed for
Chapter 7 protection (Bankr. E.D. Va. Case No. 11-14092-RGM).
Katherine Martell represents the Company.  The Company estimated
assets between $500,000 and $1 million, and $1 million and
$10 million.  The Company owes $1,277,707 to unsecured creditor
Developers Surety & Indemnity.


JDB LOCUST: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Vanessa Small at The Washington Post reports that JDB Locust Grove
LLC, at 34876 Sunny Ridge Rd., in Round Hill, Virginia, filed for
Chapter 7 protection (Bankr. E.D. Va. Case No. 11-14093).
Katherine Martell, Esq., represents the Company.  The Company
estimated assets of less than $50,000, and liabilities between $1
million and $10 million.  The Company owes $1,277,707 to largest
unsecured creditor Developers Surety & Indemnity.


JERICHO LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jericho LLC
        P.O. Box 482
        Roslyn Heights, NY 11577

Bankruptcy Case No.: 11-12733

Chapter 11 Petition Date: June 7, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF, P.C.
                  40 Crossways Park Drive, Suite 104
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $2,337,160

Scheduled Debts: $2,008,277

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

The petition was signed by Bijan Danialian, managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
United Walton LLC                     11-11109            03/14/11
United Marion LLC                     11-11108            03/14/11
Bijan Danialian (Dismissed 05/13/2011)11-11115            03/14/11
Kelly 923 Realty LLC                  11-12736            06/07/11


JOHN E. HALL: Atlantic Asset to Conduct Business Liquidation
------------------------------------------------------------
Atlantic Asset Management Group disclosed the complete business
liquidation auction of John E. Hall Electrical Contractor in
Portsmouth, Va., by order of secured creditors, on June 28, 2011,
according to William J. Summs, Auctioneer.

"This is a huge auction of furniture, fixtures, equipment and
fleet vehicles from an electrical contractor," said Summs.  "We're
also auctioning a beautiful income-producing office and warehouse
space with all the bells and whistles."

Located at 3303 Airline Blvd., in Portsmouth, Va., the property
consists of a 12,800 sq. ft. office and warehouse space with one
dock-level and two grade-level loading bays and a 1.5 acre fenced-
in storage yard.

Among the equipment and inventory are: 46 fleet vehicles,
including vans, trucks and a bucket truck; hundreds of DeWalt and
Hilti power tools and accessories; a huge inventory of new
electrical supply parts and security monitoring equipment; fiber
optic testing equipment; a PDA operated timelock; a propane fueled
forklift; five large generators; wire cutter and wire stripper
less than 6 months old; light fixtures; range hoods; fans; HON
office furniture and artwork in like new condition; computers,
servers, cell phones, phone systems and more.

Furniture, fixtures and equipment will sell beginning at 8:30am,
while the real estate auction will be held at noon.  Pre-auction
inspections are scheduled for June 16 and 23 from 10am to 2pm.

The real estate is being sold by the substitute trustee pursuant
to a deed of trust recorded in the Circuit Court for the City of
Portsmouth. The sale is subject to the terms of the deed of trust
and applicable law.  The Trustee, Secured Lender and AAMG make no
representations, express or implied, regarding the property being
sold. All property is being sold as is and where is.


KELLY 923: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Kelly 923 Realty LLC
        P.O. Box 482
        Roslyn Heights, NY 11577

Bankruptcy Case No.: 11-12736

Chapter 11 Petition Date: June 7, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF, P.C.
                  40 Crossways Park Drive, Suite 104
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $2,337,160

Scheduled Debts: $2,008,277

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

The petition was signed by Bijan Danialian, managing member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
United Walton LLC                     11-11109            03/14/11
United Marion LLC                     11-11108            03/14/11
Bijan Danialian (Dismissed 05/13/2011)11-11115            03/14/11


KIEBLER RECREATION: U.S. Trustee Wants Ch. 11 Trustee to Take Over
------------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, asks the
U.S. Bankruptcy Court for the District of Ohio to appoint a
Chapter 11 trustee to serve in the bankruptcy case of Kiebler
Recreation, LLC.

Mr. McDermott says the immediate appointment of a chapter 11
trustee is necessary to gain control of and to preserve the value
of the Debtor's assets.  He notes that the Debtor's creditors have
lost confidence in the Debtor's current management and believe the
Debtor is not moving appropriately toward the agreed upon sale
process.  Accordingly, the United States Trustee asserts that an
independent, objective third party is needed to restore momentum
and stability to the Debtor's case.

As reported in the Troubled Company Reporter on June 8, 2011, Erie
Times-News said the owner of Peek'n Peak Resort and Spa risks
losing control of the ski and golf complex even before it is sold
in U.S. Bankruptcy Court by Sept. 1, 2011.

According to the report, the Peak's creditors are pushing for a
court-appointed trustee to take over operations of the 1,150-acre
complex from Paul E. Kiebler IV, the Cleveland-area developer
whose company, Kiebler Recreation LLC, owns the Peak, near Findley
Lake, N.Y.  Without a trustee, the creditors claim, the Peak could
close before a sale.

Eerie Times-News said the creditors, including Huntington National
Bank, which Kiebler Recreation owes more than $17 million, are
claiming Paul Kiebler is failing to follow the sale plan he
accepted at a court hearing May 24.  The sale hearing is scheduled
for Aug. 9, at the federal courthouse in Cleveland, with the sale
to be complete by Sept. 1.

Mr. Kiebler, the creditors are claiming, has failed to approve the
application of a chief restructuring officer, or CRO, who is
supposed to prepare the Peak for the sale.  Mr. Kiebler is also
refusing to approve the hiring of an investment banker, another
provision of the court order that details the sale plan, the
creditors said.

Mr. Kiebler's lack of cooperation, "if allowed to continue,
threatens to force a liquidation and the cessation of operations
of the Peek'n Peak resort," a lawyer for a creditors' committee
said in a court filing.  "This nightmare scenario is entirely
preventable."

Erie Times-News related that the creditors want U.S. Bankruptcy
Judge Randolph Baxter, seated in Cleveland, to appoint a trustee
to oversee the Peak and get it ready for sale at a public auction.

If Kiebler remains in charge, the creditors are claiming, the Peak
will continue to lose money and the sale will be in jeopardy.
Proceeds from the sale will go to Huntington and the other
creditors, whom Kiebler Recreation owed a total of $28 million
when it filed for bankruptcy, Eerie Times-News noted.

The creditors in the Peak case, according to the report, said
another reason for a trustee is Mr. Kiebler's inability to develop
a reorganization plan for Kiebler Recreation, which filed for
Chapter 11 bankruptcy on May 26, 2010.  The reorganization plan
would have allowed Kiebler Recreation to pay its debts without a
sale of the Peak.

                    About Kiebler Recreation

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

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

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


                    About Kiebler Recreation

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

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

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


LAS VEGAS MONORAIL: Ambac Opposes July 8 Evidentiary Deadline
-------------------------------------------------------------
Ambac Assurance Corporation, on its own behalf, and for the
Segregated Account of AAC, and the Segregated Account by its court
appointed rehabilitator, the Office of the Commissioner of
Insurance for the State of Wisconsin, objects to the evidentiary
deadline proposed in Las Vegas Monorail Company's Plan
Solicitation Motion.

The Solicitation Motion requests a July 8, 2011, deadline for
parties to object to the Plan.  Although not expressly noted, the
language impliedly attempts to establish July 8 as the deadline
for objecting parties to disclose their exhibits and witness lists
or be barred from doing so at the confirmation hearing, Ambac
says.  "This is improper and places an onerous burden on objecting
parties," Ambac argues.

Moreover, despite attempting to require this level of disclosure
from an Objecting Party, the Debtor does not include language
requiring the same level of disclosure on its part, Ambac
contends.

                   About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEGACY AT JORDAN: Capital Wants Stay Lifted to Foreclose Property
-----------------------------------------------------------------
Capital Bank asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to modify or lift the automatic stay so
that it can exercise its state law rights to foreclose on a real
property in Chatham County, North Carolina, which is used as
collateral for the repayment of all of The Legacy at Jordan Lake
LLC's debts to Capital Bank.

Capital Bank filed two secured Proofs of Claim: Claim No. 7 was
filed for $6,989,046 and is secured by the Property.  Capital Bank
also filed Claim No. 8 amounting $10,409,109 and is also secured
by the Property.

Capital Bank asserts that it does not have adequate protection,
and the Debtor is unable to provide it with the same.

The Court subsequently granted Capital Bank's request.  It ruled
that if any sales are held and excess proceeds derived, then the
proceeds will be paid unto the Court pending further orders.

                 About The Legacy at Jordan Lake

Headquartered in Apex, North Carolina, The Legacy at Jordan Lake,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C.
Case No. 10-03317) on April 27, 2010.  Trawick H. Stubbs Jr.,
Esq., at Stubbs & Perdue, P.A., assists the Company in its
restructuring effort.  The Company estimated assets and debts
at $10 million to $50 million.


LEHMAN BROTHERS: Court Orders Barclays to Pay $2 Billion
--------------------------------------------------------
Barclays Plc was ordered by a bankruptcy judge to return the
money in a disputed account to the trustee liquidating Lehman
Brothers Holdings Inc.'s brokerage, according to a June 8, 2011
report by Bloomberg News.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York ordered the British bank, which acquired
LBHI's North American business in 2008, to return $2 billion in a
margin account and pay about $270 million in interest.

The amount Barclays must return will be offset by $1.1 billion in
assets that the parties previously agreed should go to the U.K.
bank.  Barclays, meanwhile, lost its bid for $1.9 billion in
margin to offset liabilities it took on with some of the
brokerage's trading positions, the report said.

Judge Peck said the continuing dispute between Barclays and the
Lehman brokerage over $4 billion in margin assets used to back
trades arose partly from the U.K. bank's effort to change its
argument by claiming it was entitled to noncash margin, according
to the report.

The dispute, which stemmed from Barclays' 2008 acquisition of
LBHI's businesses and subsequent profit on them, led to a
bankruptcy court trial in 2010.  It continued after a February
ruling, which required Barclays to pay or return any cash it had
taken in the deal, did not specify how the U.K. bank and the
brokerage must divide some components of the assets held to back
trades taken over by the U.K. bank with the purchase.

After Judge Peck's February ruling, Barclays argued that it was
entitled to noncash margin that it needed to support trading
operations it acquired from Lehman.

The trustee was reportedly holding about $1 billion in noncash
margin, consisting of government securities with maturities of
three months to more than 15 years.  About one-fourth of another
pool of $879 million in margin assets was not cash, which was
reportedly in the hands of third-party brokers or Lehman
affiliates.

The trustee's lawyer, William Maguire, Esq., at Hughes Hubbard &
Reed LLP, in New York, said in an e-mail statement that the bench
ruling brings finality to the issue by confirming that the $4
billion in Lehman cash and other margin assets belongs to the
trustee.

Barclays said in an e-mail that it will appeal the bankruptcy
judge's decision.

The U.K. bank's "maximum possible loss" on the litigation is
GBP2.6 billion or $4.3 billion, according to its 2010 annual
report.  The figure represents Lehman assets acquired and not
received.  Against that, Barclays made a loss provision of about
GBP600 million pounds, saying it was satisfied with the provision
as the maximum loss is not considered probable.

            Barclays Clarifies Value of Margin Assets

In a letter filed with the Court, Jonathan D. Schiller, Esq., at
Boies, Schiller & Flexner LLP, in New York, on behalf of Barclays
Capital Inc., provided clarification and confirmation regarding
some of the dollar amounts for margin assets that were discussed
during the May 9, 2011 status conference.

According to Mr. Schiller, Barclays and the SIPA Trustee for
Lehman Brothers Inc. have worked to try to resolve some of those
discrepancies.

Mr. Schiller relates that the total amount of the Margin Assets
claimed by the Trustee that have already been delivered to
Barclays is $2.054 billion, consisting of $1.880 billion in cash
margin and $174 million in government securities with maturities
longer than three months.  The total amount of the Margin Assets
that the Trustee has represented are in its possession is $1.124
billion, consisting of at least $45,176 in cash margin and at
least $1.115 billion in government securities with maturities
longer than three months.  The parties currently lack information
on whether the remaining approximately $9 million was in the form
of cash or government securities at the closing of the sale in
September 2008.

In addition, Mr. Schiller says, Barclays has determined that
there is a total of approximately $878.5 million in Margin Assets
that according to the Trustee's representations to Barclays of
what the Trustee has received, are not in the Trustee's
possession, but which have likewise not been transferred to
Barclays.  This includes between $620 million and $633.5 million
in cash margin, $10 million in government securities with
maturities less than or equal to three months, and between $235
million and $248.5 million in government securities with
maturities longer than three months.

A full-text copy of Mr. Schiller's Letter is available for free
at http://bankrupt.com/misc/17397_LetterBarclays.pdf

                 LBHI Seeks Summary Judgment on
                   Breach of Contract Claims

Lehman Brothers Holdings, Inc., asks the Court to grant a summary
judgment against Barclays Capital Inc. on Count II - breach of
contract claim asserted by LBHI.  LBHI also asks for an award of
damages of approximately $500 million, reflecting the value of
the consideration Barclays failed to pay under the asset purchase
agreement and an award of prejudgment interest running from the
date of Barclays' breach.

Robert W. Gaffey, Esq., at Jones Day, in New York, relates that
the breach of contract claim arises from Barclays' failure to pay
the full and specified amounts it was required to pay as part of
the consideration for the purchase of LBHI's North American
broker-dealer business under the APA dated September 16, 2008.

Mr. Gaffey points out that Barclays was expressly required to pay
a specified aggregate amount -- $2 billion -- in bonuses for
transferred Lehman employees.  Barclays paid only $1.5 billion,
he notes.  The Court, he asserts, should find that LBHI should be
awarded the approximate $500 million in damages resulting from
Barclays' failure to pay the full amount of consideration it
agreed to pay.

Summary judgment, Mr. Gaffey argues, is warranted because the
facts in the case cannot genuinely be disputed.  He further
argues that Barclays is collaterally estopped from disputing
those facts because Barclays was afforded a full and fair
opportunity to present evidence, cross examine witnesses, and
argue those then-disputed facts.

A full-text copy of LBHI's Memorandum of Law is available for
free at http://ResearchArchives.com/t/s?763a

    Barclays Seeks Dismissal of Lehman's Claim Over Bonuses

In another development, Barclays is seeking dismissal of LBHI's
remaining claim for $500 million in allegedly unpaid bonuses,
according to another report by Bloomberg News.

Mr. Schiller, in a letter to court, related that Barclays will
file a reply brief to LBHI's motion.  The reply brief, he said,
will show these contentions:

  * The plain language of Section 9.1(c) of the APA does not
    impose an obligation on Barclays to pay $2 billion in
    bonuses.

  * There can be no genuine dispute that the $2 billion number
    that was listed on the September 16, 2008, financial
    schedule initialed by Steve Berkenfield was an estimate for
    the compensation obligations Barclays was assuming.

  * There can be no genuine dispute that this $2 billion
    estimate included both bonus and severance payments, and was
    not limited solely to bonuses.  This was unrebutted
    testimony of Lehman negotiators Bart McDade, Harvey Miller
    and Mark Shapiro during the trial on the motions filed
    pursuant to Rule 60(b) of the Federal Rules of Civil
    Procedure.

  * There can be no genuine dispute that Barclays paid
    approximately $2 billion in bonus, severance and related tax
    payments that it assumed under the APA.

  * In any event, LBHI certainly has suffered no damage as a
    result of the amount of bonuses Barclays paid under the APA.

The move came after LBHI asked Judge Peck last month to rule on
its claim, saying the U.K. bank did not pay all of the $2 billion
in bonuses it agreed to when it bought the company's North
American business.

Barclays, which has said it paid all the required bonuses and
other compensation, would reportedly ask the bankruptcy judge on
June 17, 2011, to dismiss the complaint, Bloomberg News reported.

"There can be no genuine dispute that the $2 billion number that
was listed on the 9/16/08 financial schedule initialed by Steve
Berkenfeld was an estimate for the compensation obligations
Barclays was assuming," Mr. Schiller said.  He added that
included in the amount was severance payment.

Mr. Berkenfeld, a former Lehman executive, is now with London-
based Barclays.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Committee Opposes Uniform Rule 2019 Rules
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers'
Chapter 11 cases asks Bankruptcy Judge James Peck to deny approval
of the ad hoc group of Lehman Brothers creditors' motion to
implement a uniform process that requires proponents of Chapter 11
plans and other parties to publicly disclose their interests.

A group of creditors of Lehman Brothers Holdings Inc. has called
for the implementation of a uniform process that would require
other parties to make further disclosure of information about
"potential conflicts of interest."  The move came after LBHI asked
the Court to compel the creditors, which include the pension fund
California Public Employees Retirement System and hedge fund
Paulson & Co., to comply with the disclosure requirements under
Rule 2019 of the Federal Rules of Bankruptcy Procedure.  The
group, which calls itself the ad hoc group of Lehman creditors,
asked the Court in particular that if it is required to comply
with Rule 2019, other parties including the proponents of Chapter
11 plan likewise must comply.

Counsel to the Creditors Committee, Dennis Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York, said the
proposed process, if approved, would impose "onerous disclosure
requirements" on creditors that are not obliged to disclose
information under the bankruptcy laws.

"All parties-in-interest who fall within the overbroad reach of
such procedures would be compelled to disclose far more
information than currently required by statute or any court
order," Mr. Dunne said in court papers.

Mr. Dunne also expressed concern that the proposed process would
"chill creditor participation in the plan process."

The proposed process also drew flak from Barclays Bank PLC and
Barclays Capital Inc. and other Lehman creditors including
Deutsche Bundesbank, Elliott Management Corp. and a group of debt
holders.  They likewise expressed concern that the proposed
process would compel broad disclosure of information.

Barclays, which acquired the North American broker-dealer
business of Lehman Brothers Holdings Inc., complained in
particular that the process would require disclosure of "detailed
and commercially sensitive information" about the claims of
creditors against the company and its affiliates.

The British bank also argued that the proposed process runs
against Rule 2019 of the Federal Rules of Bankruptcy Procedure,
which requires disclosure only from an entity or committee that
represents more than one creditor or equity security holder.

"The proposed disclosure procedures would thus plainly apply to
numerous individual creditors that do not serve on any ad hoc
committee or act on behalf of or in concert with any other
creditors," Barclays argued in court papers.

Meanwhile, Bank of America N.A. and Merrill Lynch International
see the proposed process as a "litigation tactic" by the ad hoc
group of Lehman Brothers creditors to intimidate those who are
opposing the Chapter 11 plan it proposed for LBHI and its
affiliated debtors.

The ad hoc group, led by Paulson & Co. and the California Public
Employees Retirement System, proposed a Chapter 11 plan late last
year that calls for the consolidation of LBHI's operating
subsidiaries into the same asset pool with the company.

The ad hoc group, however, drew support from LBHI.  In a court
filing, LBHI urged Judge Peck to approve the proposed process,
saying it would enhance the integrity of the company's bankruptcy
case and its administration.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Terminate SASCO Securitization
-----------------------------------------------------------
Lehman Commercial Paper Inc. and Lehman Brothers Holdings Inc.
collectively own all of the notes and preferred interests issued
by SASCO 2008-C2, LLC, a special purpose entity formed to hold
interests in commercial real estate loans and other assets and to
issue securities supported by the cashflows from those interests.

The Debtors have determined that the value of the underlying real
estate assets can be maximized through active management, which
is impeded at times by the current structure of the SASCO
securitization.

LCPI is the holder of Notes issued by SASCO with an outstanding
amount of $433.7 million as of April 2011, and all of the
Preferred Interests issued by SASCO.  LBHI is the holder of Notes
issued by SASCO with an outstanding amount of $1.048 billion as
of April 2011.

By this motion, the Debtors ask the Court to approve an agreement
terminating the SASCO securitization.  The agreement was entered
into among LCPI, LBHI, SASCO, Wells Fargo Bank, National
Association, as trustee, paying agent, calculation agent,
custodial securities intermediary and notes registrar under the
transaction document, and as successor to Wachovia Bank, National
Association, as advancing agent and servicer under the
transaction documents, and TriMont Real Estate Advisors, Inc., as
special servicer under the transaction documents.

Pursuant to the Termination Agreement, LCPI and LBHI will pay,
pro rata in proportion to each of their holdings of the notes
issued by SASCO, all amounts payable, either directly or out of
cash flow from SASCO's assets, by SASCO to each of Wells Fargo,
the Servicer and TriMont under the terms of the transaction
documents and each party will be terminated.  Following the
contemplated transactions, SASCO will continue to hold its
interests in the Underlying Assets and LBHI or LCPI will retain
the substantially identical economic interests in SASCO and the
Underlying Assets as they currently hold.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
contends that the transactions will enable the Debtors to achieve
their overall business plan for the Underlying Assets and are in
the best interests of their bankruptcy estate and creditors.
Accordingly, he insists that the motion should be granted.

                     Termination Agreement

The salient terms of the Termination Agreement are:

  A. Termination of the SASCO Transaction Documents.  Each of
     these documents will be terminated and have no further
     force or effect:

     * Indenture, dated as of May 22, 2008, among SASCO,
       Wachovia, Wells Fargo;

     * Administrative Agency Agreement, dated as of May 22,
       2008, among SASCO and Lehman Commercial Paper Inc., as
       successor to Lehman Brothers Inc.;

     * Preferred Interests Paying Agency Agreement, dated as of
       May 22, 2008 among SASCO and Wells Fargo;

     * the Securities Account Control Agreement, dated as of May
       22, 2008 among SASCO and Wells Fargo; and

     * Servicing Agreement, dated as if May 22, 2008 among LBHI,
       LCPI, SASCO, Wachovia, Wells Fargo and TriMont;

  B. Notes and Preferred Interests.  LBHI and LCPI will deliver
     the Notes and the Preferred Interests to Wells Fargo and
     Wells Fargo will cancel the Notes and the Preferred
     Interests;

  C. Releases.  Each of LCPI, LBHI and SASCO will release each
     of Wells Fargo, the Servicer and Trimont from all
     liability, expenses and claims of any kind arising under or
     related to the Indenture, the obligations thereunder,
     including the obligation to make payments on the Notes, or
     the Transaction Documents, their negotiation, execution,
     performance, any breaches, or their termination pursuant to
     the Termination Agreement, other than claims arising from
     gross negligence or willful misconduct of Wells Fargo, the
     Servicer and Trimont.

     Each of Wells Fargo, the Servicer and Trimont will release
     each of LCPI, LBHI and SASCO from all liability, expenses
     and claims of any kind arising under or related to the
     Indenture, the obligations thereunder, including the
     obligation to make payments on the Notes, or the
     Transaction Documents, their negotiation, execution,
     performance, any breaches, or their termination pursuant to
     the Termination Agreement, other than claims arising from
     gross negligence or willful misconduct of LCPI, LBHI and
     SASCO, except TriMont will continue to receive workout fees
     in connection with the Hilton Loans and The Point Loan,
     since the rights to these fees survive the termination of
     the Servicing Agreement.

     Wells Fargo will release its lien on the Underlying Assets;

  D. Outstanding Fees and Expenses.  LBHI and LCPI will pay
     these amounts to the applicable party on the Termination
     Date pro rata in proportion to each of their holdings of
     the Notes:

     Wells Fargo: $62,117
     Servicer: $17,607,355
     TriMont: $275,785

     The amounts may be increased by the amounts of fees,
     accrued through the Termination Date, and expenses that are
     billed within 90 days after the date of the Termination
     Agreement.

     The amounts represent the total amounts owing to the
     parties under the Transaction Documents; and

  E. Claims Filed Against Debtors Relating to SASCO.  Wells
     Fargo, at the direction of LBHI and LCPI, will withdraw
     with prejudice all filed proofs of claim filed against any
     of the Debtors based on the Transaction Documents and the
     SASCO securitization.

Jeffrey Fitts, a Managing Director with Alvarez & Marsal Real
Estate Advisory Services, filed with the Court a declaration in
support of the request.  He currently serves as the Co-Head of
Lehman's real estate group.  He discloses that he is overseeing a
number of Lehman employees, who have been actively involved in
finalizing the terms of the transactions described in the motion.

A hearing will be held on June 15, 2011, to consider the request.
Objections are due on June 8.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: JPM Says $8.9-Bil. Collateral Justified
--------------------------------------------------------
JPMorgan Chase Bank, N.A., opposed Lehman Brothers Holdings
Inc.'s motion to dismiss JPMorgan's amended counterclaims
asserting that those amended counterclaims tell "the true story
of how LBHI defrauded JPMorgan" into making a $70 billion advance
to Lehman Brothers Inc.

LBHI sued JPMorgan early last year to recover the $8.6 billion
that the bank allegedly seized as collateral in the weeks
before Lehman filed for bankruptcy.  The bank allegedly
threatened to discontinue its services unless LBHI posted
excessive collateral.  The lawsuit came after an examiner who was
appointed to investigate LBHI's bankruptcy found colorable claims
against JPMorgan in connection with its demands for collateral,
which had direct impact on LBHI's liquidity pool.

Counsel to JPM, Paul Vizcarrondo, Jr., Esq., at Wachtell, Lipton,
Rosen & Katz, in New York, tells the Court that it is not true
that LBHI represented to JPMorgan that LBHI had entered into an
agreement with Barclays to sell all of the securities that served
as collateral for JPMorgan's intraday advances to LBI, the
proceeds of which would be used to repay JPMorgan's advances in
full.

"And LBHI's senior executives knew it," he maintains.

Those executives -- including LBHI's chief financial officer, Ian
Lowitt, and LBHI's Global Treasurer, Paolo Tonucci -- knew that
LBHI had in fact granted Barclays an option to "cherry-pick" the
securities that Barclays wanted, Mr. Vizcarrondo points out.

Mr. Vizcarrondo notes that on Monday, September 15, 2008, the day
before LBHI represented to JPMorgan that Barclays had
contractually committed to take JPMorgan out of its LBI exposure
in full, LBHI knew that Barclays had already exercised its option
to leave behind $5 billion of "RACERS," a security that LBHI
executives had denigrated as "goat poo" and "'toxic' racer crap."

Thereafter, as the week proceeded, LBHI knew that Barclays had
further exercised its undisclosed option to leave behind other
risky, illiquid securities, including a large position in a
security known as "SASCO," Mr. Vizcarrondo says.

The result of all this was that when the dust settled, more than
$25 billion of JPMorgan's $70 billion advance to LBI was left
unpaid and the collateral for that unpaid advance included
billions of dollars of illiquid securities that Barclays did not
want, Mr. Vizcarrondo says.  If JPMorgan had been left to look to
that collateral and nothing more, it would have suffered billions
of dollars of losses but that injury was avoided only because
JPMorgan justifiably requested and obtained additional collateral
from LBHI, the very collateral that LBHI is seeking to recover in
its Amended Complaint, Mr. Vizcarrondo asserts.

"In short, LBHI knowingly participated in deceiving JPMorgan --
the only financial institution willing to support LBI during its
hour of dire need -- into making advances that LBI could not and
would not repay, so that LBHI could complete its plan to sell LBI
assets to Barclays," JPMorgan alleges.

JPMorgan's Amended Counterclaims are intended to prevent the
possibility of LBHI benefiting from its fraud through its Amended
Complaint, which, in LBHI's final act of biting the hand that had
been feeding it, seeks to deprive JPMorgan of the protection it
needed to keep funding LBI before and after "Lehman Weekend," Mr.
Vizcarrondo further asserts.

A full-text copy of JPMorgan's Memorandum of Law is available for
free at http://ResearchArchives.com/t/s?7639

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Asks for Nine-Month Stay of 50 Lawsuits
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought a
court ruling granting another nine-month stay on more than 50
lawsuits.

LBHI asks the Court to extend the stay until April 20, 2012, in
light of its plan to settle the lawsuits which the company filed
late last year to recover more than $3 billion.  If the extension
is approved, any activity like trials in connection with the
lawsuits will be prohibited while the stay is in effect,
according to the Debtors.

The company filed the lawsuits to recover funds that had been
transferred to counterparties in more than 200 transactions it
entered into prior to its bankruptcy filing.

LBHI also asks the Court to extend the deadline for completing
service of summons and complaints on the defendants until
August 30, 2011.

Judge James Peck will hold a hearing on June 15, 2011, to
consider approval of the request.  The deadline for filing
objections is June 8, 2011.

                       U.S. Bank Objects

U.S. Bank National Association asks Judge Peck to deny approval
of the proposed extension, arguing that it would adversely affect
the rights of the bank and those involved in the lawsuits.

"The trustee may lose defenses because the passage of time
increases the difficulty of determining the beneficiaries of any
avoidable transfer or avoidable distributions because of the loss
of information," Craig Price, Esq., at Chapman and Cutler LLP, in
New York, asserts in a court filing.

Mr. Price also argues that the extension would further delay the
distribution of amounts due to debt holders or certificate
holders.

U.S. Bank serves as indenture or owner trustee in certain
transactions that are subject to the lawsuits.

                     About Lehman Brothers

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

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

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

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

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

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

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

                International Operations Collapse

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

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

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


LIBBEY INC: BlackRock Discloses 3.70% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 734,582 shares of common stock of Libbey Inc.
representing 3.70% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/G3DKli

                          About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at March 31, 2011, showed $778.87
million in total assets, $758.58 million in total liabilities and
$20.29 in million total shareholders' equity.

                         *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LOCATEPLUS HOLDINGS: Richard Pyle Resigns as Director
-----------------------------------------------------
The Board of Directors regretfully accepted the voluntary
resignation of Richard Pyle from the position of director.

Mr. Pyle has served on the Board for approximately two and one-
half years during which the Board has valued his experience,
insight and contributions.

The Board of Directors and LocatePLUS Holdings Corporation thanked
Mr. Pyle for his efforts, dedication and outstanding service to
the Company while serving as a director.

                      About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $1.61 million on $7.89 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $2.84 million on $7.26 million of revenue
during the prior year.

As reported by the TCR on April 21, 2011, Livingston & Haynes,
P.C., in Wellesley, Massachusetts, noted that the Company has an
accumulated deficit at Dec. 31, 2010 and has suffered substantial
net losses in each of the last two years, which raise substantial
doubt about the company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.


M-WISE INC: Signs Strategic Cooperation Agreement with Vringo
-------------------------------------------------------------
Vringo, Inc., has entered into a Strategic Cooperation Agreement
with m-Wise, Inc., which Agreement supersedes prior arrangements
and proposed transactions between the companies, including the
non-binding Letter of Intent entered into between the parties on
March 8, 2011, pursuant to which Vringo agreed, subject to certain
conditions, to purchase all or substantially all of the assets of
m-Wise, which has been terminated.

Under the terms of the Agreement, the parties agree to cooperate
on projects while retaining their respective intellectual property
and independent operations.  In addition, the parties agree to
make introductions and referrals to the products and services of
the other party and will receive commissions for successful
referrals.  Vringo will also license m-Wise's MOMA platform to
build and sell services.  The Agreement allows Vringo and m-Wise
to continue to work closely together and expand joint sales and
marketing opportunities with leading content owners and service
providers within the mobile communications arena.  Financial terms
of the Agreement are not being disclosed.

"We believe this strategic agreement is a positive step forward
for both Vringo and m-Wise," said Jon Medved, Vringo's Chief
Executive Officer.  "Vringo and m-Wise have already begun to work
together and our teams have jointly worked on the launch of
several upcoming services.  By formalizing our cooperation, we
will be able to continue to utilize m-Wise's rich back-end server
technology in conjunction with our significant video application
capabilities.  We intend to work closely with m-Wise to release
multiple new video and other mobile consumer services to our
growing family of content and carrier partners."

Zach Sivan, m-Wise's CEO, commented, "We look forward to
strengthening our relationship with Vringo as a key partner,
leveraging our product strengths to offer content and media
providers the solutions they require in order to provide value
added mobile services.  We believe our partnership with Vringo
will help provide a rich end-to-end mobile application service
platform to an expanded list of customers, as well as directly to
consumers."

                           About Vringo

Vringo (NYSE Amex: VRNG) is a leading provider of software
platforms for mobile video services and video ringtones.  With its
award-winning video ringtone application and other mobile software
platforms, Vringo transforms the basic act of making and receiving
mobile phone calls into a highly visual, social experience.
Vringo's core mobile application, which is compatible with more
than 400 handsets, enables users to create or take video, images
and slideshows from virtually anywhere and turn it into their
visual call signature.  In a first for the mobile industry, Vringo
has introduced its patented VringForward technology, which allows
users to share video clips with friends with a simple call.
Vringo has been heralded by The New York Times as "the next big
thing in ringtones" and USA Today said Vringo's application has
"to be seen to be believed."  Vringo has launched its service with
various international mobile operators, holds licensing deals with
over 40 major content partners and maintains a library of more
than 12,000 video ringtones for users in various territories.  For
more information, visit: http://ir.vringo.com.

                         About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.

The Company reported a net loss and comprehensive loss of $1.94
million on $2.76 million of sales for the year ended Dec. 31,
2010, compared with net earnings and comprehensive income of
$82,985 during the prior year.

As reported by the TCR on April 7, 2011, SF Partnership, LLP, in
Toronto, Canada, expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations.

The Company's balance sheet at March 31, 2011, showed $700,814 in
total assets, $2.24 million in total liabilities and a $1.54
million total stockholders' deficit.


MAGIC BRANDS: Liquidation Don't Warrant Debtor Discharge, IRS Says
------------------------------------------------------------------
The United States, on behalf of its Internal Revenue Service, asks
the U.S. Bankruptcy Court for the District of Delaware, to deny
confirmation of the Amended Consolidated Chapter 11 Plan of
Liquidation of Deel LLC, fka Magic Brands LLC, and its debtor
affiliates.

The IRS asserts that it has prepetition and postpetition claims
against the Debtors aggregating more than $1,500,000.

The IRS objects to the third party non-debtor exculpation,
limitation of liability and injunction and release provisions
under the Deel Plan.  "This is a liquidation case and the debtors
are not entitled to a discharge," the IRS asserts.

The IRS also opposes the Plan to the extent:

   -- it fails to provide for payment of interest on the IRS
      administrative expenses claims;

   -- it fails to preserve the setoff and recoupment rights of the
      IRS;

   -- it creates a right to claim and receive a tax refund that
      does not exist otherwise under the Internal Revenue Code;

   -- it requires the IRS to allocate any Plan payment received
      first to principal and then to interest; and

   -- it bars the filing of claims or amendments to claims after
      the Effective Date without Court authorization or debtor
      consent.

                      About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  Magic Brands changed its name to Deel LLC
following the Luby's sale.


MAJESTIC TOWERS: Taps SulmeyerKupetz as General Bankruptcy Counsel
------------------------------------------------------------------
Majestic Towers, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ
SulmeyerKupetz, P.C. as its general bankruptcy counsel.

SK will be representing the Debtor in the Chapter 11 proceedings.

Victor A. Sahn, a member at SK, tells the Court that 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

Mr. Sahn assures the Court that SK is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                   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.


MAJESTIC TOWERS: Taps Steckbauer Weinhart as Real Estate Counsel
----------------------------------------------------------------
Majestic Towers, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Steckbauer
Weinhart & Jaffe, LLP as its special real estate counsel.

The Debtor intends to effectuate the sale of the property and the
hotel as a going concern.  The Debtor is the operator of a 385
room, 12 storey hotel commonly known as The Wilshire Hotel.  The
Debtor operates the hotel under a lease agreement between it and
3515 Wilshire, LLC, the owner of the real property located at 3515
Wilshire Boulevard, Los Angeles, California.

SWJ will be employed primarily for the purpose of providing real
estate transactional services, and to negotiate letters of intent
and purchase agreement with competing prospective purchasers.

The Debtor relates that SulmeyerKupetz, P.C. agreed to represent
the Debtor as its general bankruptcy counsel.

SWJ will be paid a postpetition retainer of $60,000, beginning
with a $20,000 payment in May and payments of the same amount in
June and July 2011.

Brian Weinhart, founding partner of SWJ, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                   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.


TCR's Rule:

1. Always include a tag line at the bottom of the story (The tag
line includes a background of the business, the petition date, the
case nos., the lawyers and advisors hired, the assets size).

2. If this is not the first time TCR has covered the case, it
means that the tag line is already in the database.  The database
is located here http://webadmin.bankrupt.com/cgi-
bin/tcrresources/tcr_csearch

3. Always make use of prior TCR stories to add content to your
updates.  In the story below, the prior story is located at
http://webadmin.bankrupt.com/cgi-
bin/tcrresources/tcr_news?nid=1305562692


MALIBU ASSOCIATES: Wins OK of $45-Mil. DIP Loan from U.S. Bank
--------------------------------------------------------------
Malibu Associates LLC has obtained authority from the U.S.
Bankruptcy Court for the Central District of California to obtain
postpetition secured financing from U.S. Bank National Association
and general unsecured financing provided by certain of the
Debtor's members.

As reported in the May 16, 2011 edition of the Troubled Company
Reporter, the Bank is the Debtor's secured lender, with liens
against substantially all of the Debtor's assets, including its
primary asset, the approximately 648.5 acre parcel of real
property commonly known as the Malibu Country Club.  The proposed
Modification provides the means for the Debtor to resume
entitlement of the property and is intended to continue beyond
resolution of the Debtor's bankruptcy by confirmation of a plan of
reorganization or voluntary dismissal to allow completion of the
entitlement process.

As proposed, the Modification provides that the Debtor's original
term loan in the principal amount of $28,500,000 and the Debtor's
original line of credit in the principal amount up to $11,500,000
(of which only $5,665,519 has been disbursed) are consolidated
into one loan and the maximum principal amount available is
increased to $45,000,000.

The Consolidated Loan is divided into three promissory notes.  The
first note in the amount of $40,000,000, of which $5,834,832 has
not yet been disbursed, is referred to as Note A, the second note
in the amount of $5,00,000, which has not yet been disbursed, is
referred to as Note B, and the third note in the amount of
$1,771,683.85, representing accrued and unpaid interest under the
Original Loans for the period from April 1, 2009, through and
including Oct. 14, 2010, is referred to as Note C.  The unfunded
portion of the Original Loan and Note B are available for
disbursement, subject to satisfaction of the funding conditions
set forth in the Loan Documents, for the payment of interest due
on the Consolidated Loan and the reimbursement of costs incurred
by the Debtor in obtaining the Entitlements (referring to the
Debtor's plan to entitle the property for use as a retreat center
with a golf course and transient lodging) in accordance with the
Loan Documents.

As a condition to closing the Modification, the Debtor will
deposit (i) $1,863,000, plus (ii) an amount, determined by the
Bank, for the payment of at least 20% of the interest on the
Consolidated Loan during the time period from the closing of the
Modification until Oct. 14, 2011 in immediately available funds
with the Bank into a money market account to be held, controlled
by, and pledged to the Bank as security.

The Entitlement Deposit will be allocated to and available for the
reimbursement of Entitlement costs incurred by the Debtor in
accordance with the Loan Documents.

The Entitlement Deposit, the Initial Interest Deposit, and any
other amounts required to be funded by the Debtor at the closing
of the Modification, including, without limitation, payment of any
past due property taxes, will be funded through general unsecured
loans by one or more of the Debtor's members.  The Member Loans
will bear interest at the rate of 12% p.a.  Outstanding principal
and interest on the Member Loans will be converted into new equity
upon the effective date of the Debtor's plan of reorganization or
upon voluntary dismissal of the Debtor's bankruptcy case.

The Maturity Date of the Original Loan Note, Note B and Note C is
Oct. 14, 2014, with an option to extend the Maturity Date to
Oct. 14, 2015, subject to certain conditions.

As a condition of the Modification, the Debtor and the Bank have
negotiated a settlement of the litigation between them, including
the Debtor's lender liability claims against the Bank.  The
Settlement Agreement is a condition of the Modification and
resolves expensive, uncertain litigation with the Bank.  The
Modification and Settlement Agreement clear the path for the
Debtor to emerge from bankruptcy.

A summary of the material terms of the Modification as well as the
terms of the settlement agreement between the Debtor and the Bank
is available for free at:

      http://bankrupt.com/misc/malibu.modificationmotion.pdf

                    About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 (Bankr.
C.D. Calif. Case No. No. 09-24625) on Nov. 3, 2009.  Alicia
Clough, Esq., Ashleigh A. Danker, Esq., and Marc S. Cohen, Esq.,
at Kaye Scholer LLP, in Los Angeles, represent the Debtor in its
restructuring effort.  The Company disclosed assets of
$42,853,592, and debts of $35,758,538 as of the Petition Date.

The Court extended the Debtor's exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Feb. 4,
2011, and April 4.  To date, the Debtor hasn't filed a motion for
an extension of its exclusivity periods.


MANSIONS AT HASTINGS: Has Stipulation for Cash Use Until June 30
----------------------------------------------------------------
Mansions at Hastings Green LP, Mansions at Hastings Green Senior
LP, and Citicorp USA, Inc. has entered into a stipulation for the
Debtors to continued using cash collateral up through June 30,
2011.

                  About Mansions at Hastings Green

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, and Mansions
at Hastings Green Senior, LP, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 10-39474) on Oct. 22, 2010, represented
by Annie E. Catmull, Esq. -- catmull@hooverslovacek.com -- Edward
L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- and T. Josh
Judd, Esq. -- judd@hooverslovacek.com -- at Hoover Slovacek LLP;
and Vincent P. Slusher, Esq. -- vince.slusher@dlapiper.com -- at
DLA Piper (US) LLP.


MARVKY CORP: Wants to Hire Investors Construction as Consultant
---------------------------------------------------------------
Marvky Corporation asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Investors
Construction as consultant.

ICON is a sole proprietorship owned by George W. "Bill" Stallings.
Mr. Stallings has been assisting the Debtor prepetition. In
particular, he has provided significant assistance with respect to
the sale of the Maryland Lakes Apartments in Glendale, Maricopa
County, Arizona.

The Debtor intends to compensate ICON a $50,000 fee upon the
closing of a sale of the Debtor's Maryland Lakes property.

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

                          Fannie Objects

Fannie Mae, a secured creditor of the Debtor, tells the Court that
ICON is the sole proprietorship of Mr. Stallings, so statements
about ICON by itself are misleading.  Mr. Stallings is an insider
of the Debtor and its management company, CNC Investments, Inc.,
and is not a disinterested person.

Fannie Mae adds that the Debtor has not satisfied the nunc pro
tunc standard for Mr. Stallings' employment.  Nunc pro tunc orders
must be limited to exceptional circumstances in order to deter
professionals from failing to comply with the disclosure and
employment requirements of the Bankruptcy Code.

As of the Petition Date, Fannie Mae's claims against the Debtor
totaled at least $7,278,035.

Fannie Mae is represented by:

         WINSTEAD PC
         5400 Renaissance Tower
         1201 Elm Street
         Dallas, Texas 75270
         Tel: (214) 745-5400
         Fax: (214) 745-5390

                      About Marvky Corporation

Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes.  The Company
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-
37786) on Sept. 6, 2010.  John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.

The Disclosure Statement, as amended April 1, 2011, explains that
the Plan is based on selling Maryland Lakes, which was
accomplished on March 28, 2011 resulting in the satisfaction of
most debts secured by Maryland Lakes.


MERIDIAN MORTGAGE: Calvert Seeks to Recover Property From Berg
--------------------------------------------------------------
Mark Calvert, the Chapter 11 Trustee of Meridian Mortgage
Investors Fund V LLC and its Debtor affiliates' bankruptcy estate,
has filed an adversary proceeding to recover monies and property
held by Diana K. Carey, in her capacity as the Chapter 11 trustee
of the bankruptcy estate of Darren Berg, and by Meridian-
Greenfield LLC.

Mr. Calvert tells the U.S. Bankruptcy Court for the Western
District of Washington at Seattle that the assets of Meridian
Greenfield were purchased via the theft and conversion of the
monies invested by the creditors of the Funds.

"Equity demands that they be returned to the Funds for the benefit
of the investor-creditors who financed their acquisition," he
asserts.
On behalf of the Funds Trustee, David C. Neu, Esq., at K&L Gates
LLP, in Seattle, Washington, discloses that over the past nine
months, the Funds Trustee has attempted to work with the Berg
Trustee to consensually address the return, by her, of the monies
derived from the assets of Meridian Greenfield and properties held
by Meridian Greenfield, all of which are the product of Berg's
fraudulent looting of the Funds.

"The Funds Trustee's requests and overtures to the Berg Trustee
have fallen on deaf ears," Mr. Neu says.

The Berg Trustee has instead engaged in the liquidation of the
assets of Meridian Greenfield, with little or no discussion or
disclosure to the Funds Trustee, and has ignored repeated requests
for an accounting of the assets of Meridian Greenfield, Mr. Neu
relates.

The Berg Trustee has retained hundreds of thousands of dollars in
proceeds of these assets in Berg's personal bankruptcy estate,
commingled them with cash held in that estate, and currently seeks
to use them to pay the fees and expenses of Berg's personal
bankruptcy case -- all to the detriment of the Funds' creditors,
Mr. Neu further discloses.

                     About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.


MERIDIAN MORTGAGE: Court Approves Trustee's Disclosure Statement
----------------------------------------------------------------
Mark Calvert, the Chapter 11 Trustee of Meridian Mortgage
Investors Fund V LLC and its Debtor affiliates' bankruptcy estate,
and the Official Committee of Consolidated Investors sought and
obtained approval of their disclosure statement for their joint
Chapter 11 Plan of Liquidation.

The U.S. Bankruptcy Court for the Western District of Washington
at Seattle ruled that the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.  It overruled all objections.

The record date for determining which holders of claims or
interests are entitled to vote on the Plan is April 29, 2011.

The confirmation hearing of the Plan will be on June 21, 2011.
Any objections must be filed so as not to be received later than
June 3, 2011.  The Plan proponents' responses will be due on June
14, 2011.

The Plan Proponents will complete the mailing of the Solicitation
Packages on or before May 5, 2011.

Pursuant to the Disclosure Statement, the Debtors' estates will be
deemed substantively consolidated, subject to the occurence of the
effective date of the Plan.  Intercompany claims will be
extinguished and no distributions will be made.  Assets and
liabilities of the estates will be pooled and all claims will be
satisfied from the assets of a single consolidated estate.

The Plan provides that, upon its effective date, all investors
will be deemed to have assigned any asserted liens that
purportedly secure any claim to a liquidating trust created under
the Plan.

Holders of allowed convenience unsecured claims will receive a
distribution of available cash from proceeds of the liquidating
trust assets other than non-estate claims.  The amount is the
lesser of 15% of the allowed claim or $3,000.

Holders of allowed unsecured claims will receive a pro rata share
of the beneficial interests of the liquidating trust, which will
entitle holders to receive a pro rata distribution of available
cash constituting proceeds of the liquidating trust assets other
than non-estate claims.

                     About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.


MWM CARVER: To Sell Real Property to William C. Smith & Co.
-----------------------------------------------------------
MWM Carver Terrace LLC notify parties-in-interest that it will
sell its interest in a 407 unit multi-family residential community
located at 901 21st Street, in Washington, D.C.

The purchase price is $12,525,000.

The Debtor was previously considering an offer from SCD Carver
Holdinigs LLC, which initially offered $13,500,000.  However, the
price was lowered to $12,500,000.

Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 901 21st Street NE, in ,
Washington D.C.  The Property occupies 5.78 acres of land and has
approximately 252,000 square feet of enclosed improvements.  It
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
11-00168) on March 3, 2011.  Brent C. Strickland, Esq., at
Whiteford, Taylor, & Preston L.L.P., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


MONEYGRAM INT'L: BlackRock Discloses 1.25% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 4,963,890 shares of common stock of MoneyGram
International Inc. representing 1.25% of the shares outstanding.
A full-text copy of the filing is available for free at:

                       http://is.gd/ZirsV5

                  About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                          *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MT JORDAND: Has Until June 30 to File Chapter 11 Plan
-----------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah extended the exclusive period of Mt. Jordan
Limited Partnership to:

   (a) file a Chapter 11 plan, through and until June 30, 2011;
       and

   (b) solicit acceptances for that plan through and until
       Aug. 31, 2011.

According to the Troubled Company Reporter on May 5, 2011,
Steven C. Strong, Esq., at Parsons Kinghorn Harris, in Salt Lake
City, -- scs@pkhlawyers.com -- argues that extension of the
Exclusive Periods is warranted because, among other things:

   (1) This is a fairly large Chapter 11 case, and it makes
       practical sense for the Debtor to propose its Plan after it
       knows how the Sale Motion is resolved by the Court.

   (2) This is not a case which has been pending for a significant
       period.  Only 119 days have passed since the Petition Date.
       This is the Debtor's first request to extend the Exclusive
       Periods, and the Debtor is requesting an extension of only
       approximately 85 days.  Even if the Debtor uses the full
       extended Exclusive Periods, the Debtor projects that the
       Plan still will be confirmed prior to the one year
       anniversary of the Petition Date.

   (3) The Debtor actively has been pursuing its options and
       negotiating with creditors and equity security holders.

   (4) Because of significant default interest accruing in favor
       of Zions Bank on a loan secured by approximately 145 acres
       of the Debtor's property, it is important for the Debtor to
       sell the property securing that loan promptly in this
       Chapter 11 case prior to filing and obtaining approval of
       the Plan.  This unresolved issue affects the Debtor's
       ability to reorganize under a Plan.

   (5) Unresolved questions affect the Debtor's ability to
       reorganize.

   (6) The Debtor has acted diligently in resolving these issues.
       The Debtor engaged in extensive negotiations with both
       Zions Bank and with Porter's Point, LLC, its principal
       unsecured creditor.  The Debtor also engaged in extensive
       discussions and negotiations with several prospective
       purchasers of portions of its real property, resulting in
       the sale agreement for which approval is sought in the Sale
       Motion.

   (7) Allowing the Debtor to retain its exclusive right to file
       its Plan, after the Sale Motion is resolved, will allow the
       Debtor to preserve the going concern value of its assets,
       which can only benefit the Debtor's creditors and equity
       holders.

   (8) There is no evidence that extending the Exclusive Periods
       will harm the Debtor's creditors, equity security holders,
       or its Chapter 11 estate.

                          About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


NATIONAL YOUTH: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
Vanessa Small at The Washington Post reports that National Youth
Advocacy Coalition Inc., at 1638 R St., NW, in Washington, D.C.,
filed for Chapter 7 protection (Bankr. D.C. Case No. 11-00435).
Tracey M. Ohm represents the Company.  The Company estimated
assets and debts of less than $50,000.  The Company owes $22,000
to largest unsecured creditor Wells Fargo.


NAVISTAR INTERNATIONAL: FMR LLC Discloses 6.763% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 4,894,586 shares of common stock of
Navistar International Corporation representing 6.763% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/l3Yis9

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at April 30, 2011, showed $9.96
billion in total assets, $10.64 billion in total liabilities, $5
million in redeemable equity securities, $84 million in
convertible debt and a $769 million total stockholders' deficit.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW GENERATION: Alpha Agrees to Loan Additional $1.02 Million
-------------------------------------------------------------
New Generation Biofuels Holdings, Inc., entered into an Amendment
and Consent Agreement, which amended that certain Subscription
Agreement by and among the Company and four investors dated
Feb. 1, 2011, as amended Feb. 28, 2011.  Pursuant to the
Amendment, one Investor, Alpha Capital Anstalt, agreed to loan the
Company up to an additional aggregate principal amount of
$1,025,000 pursuant to the terms and conditions of the
Subscription Agreement.  The June Investment will be made as
follows:

   (i) $50,000, pursuant to the Allonge dated May 17, 2011;

  (ii) $100,000 pursuant to the Amendment on June 7, 2011;

(iii) an additional $375,000 in three equal monthly amounts of
       $125,000 to be funded on the first business day of the
       three successive months beginning on July 1, 2011; and

  (iv) up to an additional $500,000 in four equal monthly amounts
       of $125,000 to be funded on the first business day of the
       four successive months beginning on Oct. 1, 2011.

On June 7, 2011, the Company issued Alpha a senior secured
convertible note with a principal amount of $100,000 in connection
with the June Installment.

In connection with the Subscription Agreement, the Company
executed a Security Agreement with the Investors dated Feb. 1,
2011.  The June Note will pay interest at a rate of 8% per annum,
mature six months after their date of issuance and is convertible
into shares of the Company's common stock at a conversion price of
$0.10 per share of Company common stock at any time prior to
repayment, at the election of the Investor.  In the aggregate, the
June Note will be convertible into up to 1,040,000 shares of the
Company's common stock if held to maturity, including interest.
Pursuant to the Security Agreement, the June Note and the senior
secured convertible notes issued Feb. 1, 2011, pursuant to the
Subscription Agreements, as amended and as increased pursuant to
the Allonges are secured by the assets of the Company until 51% of
the aggregate outstanding principal of the June Note and the
February Notes is either retired or converted into shares of the
Company's common stock.

At any time prior to maturity of the June Note, at the Company's
option, the Company may prepay the outstanding principal amount of
the June Note plus unpaid accrued interest without penalty.  Upon
the occurrence of an event of default, the outstanding principal
and all accrued interest on the June Note will accelerate and
automatically become immediately due and payable.  The Investors,
at their option, also have the right to accelerate payment if we
engage in certain change of control transactions.

In connection with the first $100,000 of the June Investment and
the amounts advanced pursuant to those certain Allonges to the
February Note by and between Alpha and the Company dated April 15,
2011, and May 17, 2011, respectively, totaling an additional
$150,000 of additional principal under the original February Note
issued by the Company to Alpha on Feb. 1, 2011, the Company issued
Alpha two sets of warrants.  Class A warrants are exercisable for
an aggregate of 1,125,000 shares of Company common stock with an
exercise price of $0.10 per share and Class B warrants exercisable
for an aggregate of 125,000 shares of Company common stock at
$0.005 per share.

The Company intends to use proceeds from the offering for working
capital, operating expenses and general corporate purposes.  Based
on current estimates, the Company anticipates that its existing
financial resources, including the net proceeds from this
offering, will be adequate to continue to conduct our business
through at least [July 15, 2011].  The Company is relying on
receipt of the additional capital committed pursuant to the June
Investment to continue operating its business.

Pursuant to an oral agreement with Palladium Capital Advisors,
LLC, the Company agreed to pay the Placement Agent commissions in
connection with the June Investment and the Allonges based on the
proceeds received by the Company from Alpha pursuant to the June
Installment and the Allonges.  The Company issued the Placement
Agent a promissory note dated June 7, 2011, equal to 7% of the
aggregate total proceeds (i) received at the closing of the June
Installment of the June Note and (ii) received pursuant to the
Allonges.

                        About New Generation

Columbia, Md.-based New Generation Biofuels Holdings, Inc., is a
clean energy company deploying novel technologies to produce
cleaner, renewable biofuels.  The Company has rights to a
portfolio of patented and patent pending technology to manufacture
alternative biofuels from plant oils, animal fats and related
oils, which it markets as a new class of biofuel for power
generation, commercial and industrial heating, and related uses.

The Company's balance sheet at March 31, 2011, showed $7.1 million
in total assets, $7.7 million in total liabilities, and a
stockholders' deficit of $604,959.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about New Generation Biofuels Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has experienced
negative cash flows from operations since inception and is
dependent upon future financing in order to meet its planned
operating activities.


NO FEAR: Seeks to Appoint Avant Advisory' George Blanco as CRO
--------------------------------------------------------------
No Fear Retail Stores Inc. seeks approval from the United States
Bankruptcy Court of the District of California to appoint Avant
Advisory Group's George Blanco as Chief Restructuring Officer.

During its retention, Avant Advisory, will provide these services:

A) Reporting Relationships.  Avant will report directly to the
Board of Directors of the Company.  In connection with this
engagement, Avant shall make available to the company:

   I) George Blanco to serve as Chief Restructuring Officer (CRO)

  II) Upon the mutual agreement of Avant and the Company, such
      Additional personnel as appropriate and necessary to assist
      in the performance of the duties seth forth (Additional
      Personnel)

B) Specific Services.  Avant will perform and complete the
   following services during the term of this Agreement, as
   directed by the Board and in consultation and coordination with
   the Company's management team. Legal counsel and financial
   advisors.

The firm's hourly rates are:

             Personnel                        Rates
             ---------                        -----
          Managing Directors                $395-$495
          Principal Consultants             $350-$395
          Consultants                       $250-$350
          Para Professionals/Analysts       $200-$250
          Administrative Staff               $75-$100

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NO FEAR: Seeks to Appoint Jones Day as IP Counsel
-------------------------------------------------
No Fear Retail Stores Inc. seeks approval from the U.S. Bankruptcy
Court of the District of California to appoint Jones Day as
special intellectual property counsel.

Currently, the Application provides that Jones Day will provide
intellectual property counsel to assist and advise as to licensing
arrangements regarding intellectual property held by NRFS and SIMO
Holdings, and that Jones Day's retention is necessary in
exploiting the value of the intellectual property and handling
non-bankruptcy law issues relating to the intellectual Property,
with general counsel SulmeyerKupetz handling any bankruptcy law
issues relating to Intellectual Property.

The firm's Jose L. Patino will charge the Debtor's estate $700 per
hour.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NO FEAR: Committee & Debtors Agree Extension of Exclusive Periods
-----------------------------------------------------------------
No Fear Retail Stores, Inc. and its debtor affiliates and the
Official Committee of Unsecured Creditors stipulate that the
Debtors' Exclusivity Period to file a Chapter 11 Plan is extended
from June 24, 2011 through the fifth business day after the U.S.
Bankruptcy Court for the Southern District of California hears the
Debtors' request to extend the Exclusivity Periods.

If the Exclusivity Motion hearing takes place on July 14, 2011 or
as soon thereafter, the Exclusivity Motion is vacated.

The parties also stipulate that any opposition to the Exclusivity
Motion must be filed and served no later than June 30, 2011 and
any reply must be filed and served no later than July 7, 2011.

The Court granted the Parties' stipulation.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NURSERYMEN'S EXCHANGE: Katten Muchin to Serve as Special Counsel
----------------------------------------------------------------
Nurserymen's Exchange, Inc., seeks Court authority to employ
Katten Muchin & Rosenmann, LLP, as its special counsel.

Katten's work includes negotiating and preparing documents
relating to the disposition of assets, as requested by the Debtor;
advising the Debtor on financing and financing-related matters and
transactional matters relating to the sale of the Debtor's assets;
assisting the lead bankruptcy counsel -- The Law Offices of
Stephen D. Finestone -- in formulating, negotiating, preparing and
promulgating on behalf of Debtor a plan of reorganization or
liquidation, a disclosure statement and all related documents; and
assisting the lead bankruptcy counsel in matters related to the
administration of the Debtor's estate.

Katten's hourly rates are:

     Billing Category                           Range
     ----------------                        ----------
     Partners                                $530 - 895
     Associates                              $300 - 525
     Paraprofessionals                       $150 - 295

Katten professionals who are expected to have primary
responsibility for providing services to the Debtor are:

     Mark A. Conley (Corporate Partner)         $665/hour
     Benzion J. Westreich (Real Estate
             Partner)                           $650/hour
     Alissa B. Mafrice (Real Estate Associate)  $460/hour
     Philip Lang (Corporate Associate)          $460/hour
     Efrain R. Miron (Corporate Associate)      $385/hour

During the 90-day period before the Petition Date, Katten received
$251,568.63 from the Debtor in the ordinary course of business for
professional services performed and expenses incurred.  On May 20,
2011, Katten debited the retainer in the amount of $86,812.29 for
services rendered through May 19, 2011.  On May 19, 2011, Katten
received from the Debtor the amount of $98,985.36 for services
previously rendered through April 30, 2011.

On May 4, 2011, Katten received from the Debtor $65,770.98 for
services previously rendered.  On May 19, 2011, Katten received
from the Debtor $150,000 that Katten has held as a retainer in
connection with the pre-petition planning and preparation of the
initial documents and its post-petition representation of Debtor.
The week preceding the Petition Date, Katten applied a portion of
the Retainer to cover an invoice issued for the legal services
rendered through May 20, 2011.

As of the Petition Date, $63,210 continues to be held by Katten as
a retainer subject to the future direction and orders of the
Court.  As of the Petition Date, Katten does not hold a claim
against Debtor for legal services or otherwise.

Katten's Mark A. Conley, Esq. -- mark.conley@kattenlaw.com --
attests that the firm has no connection with the Debtor, its
creditors or any other party in interest, the United States
Trustee or any person employed in the office of the United States
Trustee.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

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.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


ODYSSEY PROPERTIES: Can Hire Holliday Fenoglio as Broker
--------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida authorized Odyssey Properties III,
LLC, et al. to employ the firm of Holliday Fenoglio as broker.

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

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.  Paradise Shoppes at Apollo Beach, LLC, a debtor-affiliate
disclosed $15,030,076 in assets and $13,443,187 in liabilities as
of the Chapter 11 filing.  Odyssey Properties also disclosed
$905,518 in assets and $39,707,087 in liabilities.

No trustee or examiner has been appointed in these cases and no
official committee has been appointed.


ODYSSEY PROPERTIES: Has Until July 15 to Exclusively File Plan
--------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for
the Middle District of Florida extended Odyssey Properties III,
LLC, et al.'s exclusive periods to file and solicit acceptances
for the proposed chapter 11 plan until July 15, 2011, and
Sept. 13, respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on May 16.

The Debtors explained that they need more time to complete
negotiations with the constituencies in these cases, most if not
all of which are aware of the Debtors' progress toward
reorganization.

As reported in the Troubled Company Reporter on April 20, Odyssey
Properties III filed with the Court an amended disclosure
statement explaining its Chapter 11 plan of reorganization.

The restructuring plan provides for the continued operation of
Odyssey Properties as a reorganized company.  It also calls for
cash payments to holders of allowed claims except those holders
of equity interests.

A copy of Odyssey Properties' amended Chapter 11 plan of
reorganization is available without charge at:

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

As reported in the TCR on June 9, 2011, the Court approved the
Joint Disclosure Statement for the Joint Plan of Liquidation of
Odyssey (III) DP XVII, LLC, Paradise Shoppes at Apollo Beach, LLC,
and CRF-Panther IX, LLC, on a final basis.  The Debtors are
affiliates of Odyssey Properties III, LLC.

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.  Paradise Shoppes at Apollo Beach, LLC, a debtor-affiliate
disclosed $15,030,076 in assets and $13,443,187 in liabilities as
of the Chapter 11 filing.  Odyssey Properties also disclosed
$905,518 in assets and $39,707,087 in liabilities.

No trustee or examiner has been appointed in these cases and no
official committee has been appointed.


OFFSHORE WARRIORS: To Stay in Chapter 11, Eyes Real Estate Sale
---------------------------------------------------------------
Offshore Warriors, Inc., notified the U.S. Bankruptcy Court for
the Western District of Louisiana that it has withdrawn its
request to dismiss the Chapter 11 case.

The Debtor explains that it has now determined that it would be in
its best interest to remain in the Chapter 11.

The Debtor hopes to have a contract for the sale of real estate
owned and located at 6261 Highway 31 in St. Martinville, St.
Martin Parish, Louisiana.

In the event that the contract is obtained, and sale approved, it
will enable the Debtor to pay out the claims.

                  About Offshore Warriors, Inc.

Lafayette, Louisiana-based Offshore Warriors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10-
51881) on Dec. 7, 2010.  William C. Vidrine, Esq., at Vidrine &
Vidrine Law Firm, serves as the Debtor's bankruptcy counsel.
According to its schedules, the Debtor disclosed $12,313,694 in
total assets and $6,589,547 in total liabilities.


OMNI STORAGE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Omni Storage VIII, L.L.C.
        406 North Florida Street, Suite 1
        Covington, LA 70433

Bankruptcy Case No.: 11-10887

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Barry W. Miller, Esq.
                  HELLER, DRAPER, HAYDEN, PATRICK & HORN
                  P.O. Box 86279
                  Baton Rouge, LA 70879-6279
                  Tel: (225) 767-1499
                  Fax: (225) 761-0760
                  E-mail: bmiller@hellerdraper.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/lamb11-10887.pdf

The petition was signed by John C. Yemelos, manager.


PANOCHE VALLEY: Hearing on Case Dismissal Plea Set for June 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on June 16, 2011, at 1:30 p.m. to consider
the U.S. Trustee's motion to dismiss or convert Panoche Valley
LLC's case to one under Chapter 7 of the Bankruptcy Code.

Peter C. Anderson, U.S. Trustee for Region 16, explained that the
Debtor failed to comply with the requirements of the U.S. Trustee
Chapter 11 notices and guides, Bankruptcy Code and Local
Bankruptcy rules by failing to provide documents, financial
reports or attended required meetings.

Panoche Valley LLC in Beverly Hills, California, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-26694) on April 18,
2011.  Lawrence Mudgett, III, Esq., at Safer Law Group, serves as
bankruptcy counsel.  The Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debts.


PAUL TRANSPORTATION: Plan of Reorganization Wins Court Approval
---------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma confirmed Paul Transportation Inc.'s
First Amended Plan of Reorganization as of Feb. 28, 2011, as
supplemented by the amendments filed on May 27.

Under the Plan, the Reorganized Debtor will pay most claims over
time.

The Plan includes alternative treatments, dependent on whether
Class 22, which is the Class of Unsecured Claims of more than
$10,000, accepts or rejects the Plan.

According to the amended Plan, if Class 22 accepts the Plan, the
Debtor proposes that priority claims and secured claims will
ultimately be paid in full, the unsecured claims of $10,000 or
less and unsecured claims voluntarily reduced to $10,000 will
receive 35 cents on the dollar on or about the Plan effective
date.  If Class 22 accepts the plan, the Debtor proposes that
unsecured claims of more than $10,000 will ultimately receive
$2,422,426 payable through graduated monthly payments over eight
years without interest, plus a pro rata distribution from a
liquidating trust of the net proceeds, if any, from the
liquidating trustee's successful prosecution or settlement of any
of the designated avoidance actions, after payment of , and
reserve for, the costs and expenses of the liquidating trust.  The
interest holder will retain his prepetition equity security
interest.

As reported in the Troubled Company Reporter on Jan 26, 2011,
under the Plan, if Class 22 accepts the Plan, the Reorganized
Debtor will pay: i) in full Priority Claims and Secured Claims,
with most Claims being paid over time; ii) thirty-five cents on
the dollar on Unsecured Claims of $10,000 or less or Unsecured
Claims reduced to $10,000, with the payment occurring on or about
the Plan Effective Date; and (iii) forty cents on the dollar,
without interest, on Unsecured Claims of more than $10,000, with
payment occurring over time.  Should Class 22 accept the Plan, the
Interest Holder will retain his prepetition equity security
interest.

Should Class 22 accept the Plan, Troy Paul will serve as President
of the Reorganized Debtor and sole member of its Board of
Directors.  If Class 22 rejects the Plan, the Reorganized Debtor's
management will be governed by its shareholders consistently with
applicable law.  New Paul will be managed by Troy Paul on the same
terms and conditions under which he would have been employed by
the Reorganized Debtor had Class 22 accepted the Plan.

Should Class 22 reject the Plan, Claimants holding Priority Claims
will be paid in full, again generally over time, either by the
Reorganized Debtor, which will be vested will all unencumbered
assets of the Estate (which the Debtor believes has negligible if
any value), or by New Paul, which will be an Oklahoma limited
liability company formed and wholly-owned by Troy Paul and,
generally, will be vested with all assets not vested in the
Reorganized Debtor.  New Paul will fully pay Secured Claims as
provided in the Plan, again over time, and perform under assumed
and assigned executory contracts and unexpired leases.  Should
Class 22 reject the Plan, Claimants holding Unsecured Claims will
receive a pro-rata distribution of one hundred percent (100%) of
the equity securities of the Reorganized Debtor, and the Interest
Holder's Pre-Petition equity security interest will be canceled,
and he will not receive or retain anything on account of his Pre-
Petition equity security interest.  As owners of the Reorganized
Debtors, Claimants holding Unsecured Claims will effectively
control the assets of the Reorganized Debtor, subject to the terms
of the Plan, which requires the Reorganized Debtor to use its
assets to first pay any unpaid Priority Claims, and then requires
use of its remaining assets to pay Claimants holding Unsecured
Claims pro-rata.  The Debtor in Possession does not believe it
likely that Unsecured Creditors would receive any distributions
should Class 22 reject the Plan.

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

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

A copy of the Disclosure Statement is available for free at:

        http://bankrupt.com/misc/PaulTransportation.DS.pdf

                     About Paul Transportation

Enid, Oklahoma-based Paul Transportation Inc. provides flatbed
transportation services across the lower 48 states.  The Debtor
hauls a variety of goods, including pipe, steel, wallboard, coils,
paper, lumber and other products used in the construction and oil
and gas industries.  The Debtor maintains service terminals in
Oklahoma City, Oklahoma; Houston, Texas; and Fort Dodge,Iowa.
Troy Paul is the Debtor's sole shareholder, officer and
stockholder.  The Debtor employs 142 people.  In addition, the
Debtor also contracts with approximately 67 independent owner-
operator drivers.

Paul Transportation filed for Chapter 11 bankruptcy protection on
May 18, 2010 (Bankr. W.D. Okla. Case No. 10-13022).  Matthew C.
Goodin, Esq., and Stephen W. Elliott, Esq., at Kline, Kline,
Elliott & Bryant, assist the Debtor in its restructuring effort.

Lyle R. Nelson, Esq., L. Vance Brown, Esq., Eric Huddleston, Esq.,
an Karolina D. Roberts, Esq., at Elias, Books, Brown & Nelson, PC,
represent the Official Committee of Unsecured Creditors.

In its schedules, the Debtor reported $38,249,443 in total assets
and $23,535,843 in total liabilities.

Richard A. Wieland, the U.S. Trustee for Region 20, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.


PEGASUS RURAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pegasus Rural Broadband, LLC
        225 City Line Avenue, Suite 100
        Bala Cynwyd, PA 19004

Bankruptcy Case No.: 11-11772

Affiliates that sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Pegasus Guard Band, LLC               11-11773
Xanadoo Spectrum, LLC                 11-11774
Xanadoo Holdings, Inc.                11-11775
Xanadoo LLC                           11-11776

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Jonathan M. Stemerman, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: jms@elliottgreenleaf.com

                         - and -

                  Neil Raymond Lapinski, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  P.O. Box 2327
                  Wilmington, DE 19899
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: nrl@elliottgreenleaf.com

                         - and -

                  Rafael Xavier Zahralddin-Aravena, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  P.O. Box 2327
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: rxza@elliottgreenleaf.com

                  Shelley A. Kinsella, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: sak@elliottgreenleaf.com

Debtors'
Claims Agent:     EPIQ SYSTEMS, INC.

Lead Debtor's
Estimated Assets: $1,000,001 to $10,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Scott A. Blank, senior vice
president.

Consolidated List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Region V Education Service Center  License Lease          $451,855
2295 Delaware Street
Beaumont, TX 77703

The Source for Learning            License Lease          $145,200
11490 Commerce Park Drive, Suite 230
Reston, VA 20191-1532

Compucom                           Software Services      $115,081
P.O. Box 8500-50970
Philadelphia, PA 19178-0970

Wireless Communications Assoc.     Dues                    $75,000

225 City Associates, L.P.          Rent - Office Space     $55,763

Fulton City School District        License Lease           $50,000

Asher & Company, Ltd.              Professional            $48,975
                                   Services

Lubara Investment, LLC             Rent - Former           $46,104
                                   Retail Store

Franklin Real Estate               Rent - Former           $40,500
                                   Retail Store

Insite Towers, LLC                 Tower Rent              $40,150

SCE Broadband TX, LLC              License Lease           $33,000

Phillip Keith                      Severance               $31,655

Auburndale Parker LP               Rent - Former           $29,871

Pillsbury Winthrop Shaw Pittman    Professional            $28,838
LLP                                Services

Ubowireless Pty Ltd                Software Services       $28,200

Lubbock Central                    Prop Tax 2009 & 2010    $28,000

Bloomington Isd                    License Lease           $26,700

Concordia College                  License Lease           $24,228

Wallman Consulting, LLC            Professional            $23,293
                                   Services

Temple Junior College              License Lease           $22,250


PERKINS & MARIE: Files for Chapter 11 With Restructuring Deal
------------------------------------------------------------
Perkins & Marie Callender's Inc., the owner or franchiser of
nearly 600 restaurants, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Lead Case No. 11-11795) on June 13, 2011.

Founded in 1958 as a pancake house in Ohio, Perkins has
restaurants in the United States, Canada and Mexico under the
Perkins Restaurant & Bakery or Marie Callender's names.  Perkins
also sells pies and other food products under the Foxtail brands
in its restaurants and unaffiliated distributors and supermarkets.

The chain of eateries, which has a total of 12,350 employees,
was acquired in 2005 by buyout firm Castle Harlan Inc. for
$245 million in cash.

Perkins & Marie disclosed $290 million in assets and $441 million
in debt as of the Chapter 11 filing.  Approximately $103 million
in aggregate principal amount of the 14% senior secured notes,
$190 million in aggregate principal amount of the senior 10%
notes, $10.06 million in letters of credit are outstanding.  In
addition, a total of $8.6 million is owed for trade debt.

Perkins & Marie, which filed together with its affiliates, blamed
the Chapter 11 filing on reduced consumer spending and higher
costs for staples such as sugar, eggs, coffee and dairy products.
The poor economic climate has been a primary factor in the decline
in restaurant sales, particularly in Florida and California where
there are large concentrations of Perkins and Marie Callender's
restaurants, and where high foreclosure rates and depressed
economies have prevailed.  Revenues for the year ended Dec. 26,
2010 were approximately $507 million.

In the weeks preceding the Petition Date, the Debtors said
noteholders entered into a "Restructuring Support Agreement" dated
as of June 6, 2011, designed to mutually and consensually develop
and agree upon the parameters of a reorganization program for the
Debtors that will, among other things, de-lever the Debtors'
capital structure, and thereby establish a pre-filing blueprint
for an efficient and effective chapter 11 reorganization process.
The RSA requires the Debtors to achieve certain "milestones."

Prepetition lenders are providing the Debtors postpetition
revolving credit facility in the maximum principal amount of
$21.0 million.

Bloomberg News notes that Perkins & Marie Callender's joins other
restaurant companies in bankruptcy, including Sbarro Inc.,
operator of more than 1,000 pizza restaurants.  Restaurant chains
such as Bennigan's and Steak & Ale, both owned by Metromedia
Restaurant Group, Uno Restaurant Holdings Corp. and Buffets
Holdings have all filed for bankruptcy over the past three years.

Perkins & Marie Callender's didn't make a $9.5 million interest
payment due April 1 on its $190 million of 10% senior unsecured
notes due Oct. 1, 2013.

                         Restructuring Deal

Perkins & Marie has entered into a restructuring support agreement
with holders of 100 percent of the Company's 14% Senior Secured
Notes due 2013 and more than 80 percent of the Company's 10%
Senior Notes due 2013 pursuant to which the Company has agreed to
implement a financial and operational restructuring that will
rationalize the Company's store footprint and result in a
restructured balance sheet that will position the Company for
long-term financial success.

Pursuant to the restructuring, the holders of the Company's Senior
Secured Notes have agreed to certain amendments to the notes
including a two year maturity extension.  The Company's unsecured
creditors will convert their claims into 100 percent of the equity
of the newly reorganized Company.  The Restructuring Support
Agreement requires the Company to file a plan of reorganization by
no later than July 14, 2011 and to complete the restructuring by
no later than October 21, 2011.  Upon completion of the
restructuring, the Company will be majority controlled by private
investment funds managed by Wayzata Investment Partners LLC, a
Minnesota-based private equity firm.

"The agreement reached with our noteholders will allow the Company
to restructure its balance sheet on an expedited basis, strengthen
its restaurant operations, and ensure the long-term viability of
the Company.  Our restaurant operations will not be impacted by
the restructuring and our customers will continue to receive the
highest quality products and dining experience they have come to
expect from our restaurants," said Jay Trungale, chief executive
officer of Perkins.  "We greatly appreciate and recognize the
support of our employees, customers, vendors and strategic
partners whose support is vital to our success."

                           DIP Financing

Concurrently with its chapter 11 filing, the Company has entered
into an agreement with Wells Fargo Capital Finance to provide the
Company with a $21 million debtor-in-possession financing
facility.  The Company will use its cash-on-hand and the debtor-
in-possession financing to maintain business-as-usual during the
restructuring process.  The Company believes its current and
anticipated cash resources will be suitable to pay its expenses
and maintain its business operations during the restructuring.
Vendors and suppliers should see no change in normal business
operations.

                 58 Restaurant Locations to Close

As part of its restructuring plan, the Company also announced the
closing of 58 Perkins and Marie Callender's restaurants.  Mr.
Trungale explained that, "this initial round of store closings was
arrived at following store level analyses of historical financial
performance, local market conditions, and cost structure.  The
process to indentify underperforming locations remains ongoing and
will continue throughout the chapter 11 case."  The Company
emphasized that the closings were necessary to put the Company on
stronger financial footing and ensure the overall profitability of
its restaurant portfolio.

                         About Perkins & Marie

Perkins & Marie operates two family-dining restaurant chains,
Perkins Restaurants and Marie Callender's.  The Company has stated
that the continuing weak economy has hurt its business, noting
that the recession and the decline of housing prices hit hardest
in markets where the Company's restaurants are most concentrated:
Florida, California and Nevada.  The Perkins and Marie Callender's
restaurants operate as separate brands.  Perkins, concentrated in
midwestern and southeastern states, has 133 company-owned and 315
franchised restaurants.  Marie Callender's, located in California
and the southwest, operates 52 company and 37 franchised
restaurants.


PERKINS & MARIE: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Perkins & Marie Callender's Inc.
          fka The Restaurant Company
        6075 Poplar Avenue, Suite 800
        Memphis, TN 38119

Bankruptcy Case No.: 11-11795

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                                  Case No.
  ------                                  --------
Perkins & Marie Callender's Holding Inc.  11-11796
Perkins & Marie Callender's Realty LLC    11-11797
Perkins Finance Corp.                     11-11798
Wilshire Restaurant Group LLC             11-11799
PMCI Promotions LLC                       11-11800
Marie Callender Pie Shops, Inc.           11-11801
Marie Callender Wholesalers, Inc.         11-11802
Macal Investors, Inc.                     11-11803
MCID, Inc.                                11-11804
Wilshire Beverage, Inc.                   11-11805
FIV Corp.                                 11-11806

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

About the Debtor: Perkins & Marie operates two family-dining
                  restaurant chains, Perkins Restaurants and Marie
                  Callender's.

Debtors' Counsel: Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

                         - and -

                  Robert F. Poppiti, Jr., Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtors'
Co-counsel:       TROUTMAN SANDERS, LLP

Debtors'
Financial
Advisor:          WHITBY, SANTARLASCI & COMPANY

Debtors'
Claims Agent:     OMNI MANAGEMENT GROUP, LLC

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

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

The petitions were signed by Josepf F. Trungale, president and
CEO.

Consoliated List of 40 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Bank of New York Mellon Trust  Senior Notes,      $190,000,000
Company, N.A., as Indenture        due 2013
Trustee successor to the Bank of
New York
101 Barclay Street
New York, NY 10286

Gibson Dunn & Crutcher LLP         Services               $546,109
Department 0723                    Rendered
Los Angeles, CA 90084-0723

Freshpoint                         Trade Claim            $480,035
155 N. Orange Avenue
City of Industry, CA 91744

US Food Service Inc.               Trade Claim            $385,704
2864 Eagendale Boulevard
Eagen, MN 55121

Micros Systems Inc.                Trade Claim            $267,856
P.O. Box 23747
Baltimore, MD 21203-5747

Schulte Roth & Zabel LLP           Services               $217,216
                                   Rendered

Omega Trust                        Trade Claim            $132,169

Kendall Frozen Fruits, Inc.        Trade Claim            $129,510

SYSCO                              Trade Claim            $125,971

KABC-TV                            Trade Claim             $98,430

Juana's Packing Co.                Trade Claim             $93,429

KTTV                               Trade Claim             $93,160

Mid Valley Nut Co. Inc.            Trade Claim             $76,438

Ballas Egg Product Corp.           Trade Claim             $72,287

Engauge Total                      Trade Claim             $65,993

H. Nagel & Son Co. Inc.            Trade Claim             $65,125

Toof Commercial Printing           Trade Claim             $62,061

News America Mktg. FSI, Inc.       Trade Claim             $56,929

Bimbo Bakeries USA, Inc.           Trade Claim             $55,181

Aires                              Trade Claim             $51,798

General Mills, Inc.                Trade Claim             $51,077

Next Day Gourmet                   Trade Claim             $49,840

Sweetner Supply Corp.              Trade Claim             $47,276

Duck Delivery Produce              Trade Claim             $41,906

Shoes for Crews LLC                Trade Claim             $38,777

Ecolab Past Elim. Div.             Trade Claim             $38,399

Merchants Cold Storage             Trade Claim             $37,085

Heilbrice                          Trade Claim             $35,000

Loders Croklaan USA                Trade Claim             $33,692

Wawona Frozen Foods                Trade Claim             $32,660

Tri State Cakes                    Trade Claim             $32,568

R.W. Smith & Company               Trade Claim             $31,730

EFM Group                          Trade Claim             $31,293

Roger's Poultry Co.                Trade Claim             $25,118

Moody's Investors Service Inc.     Trade Claim             $25,000

Talx Corporation                   Trade Claim             $24,744

Trustaff Personnel Services        Trade Claim             $24,635

Skidmore Sales & Distrib. Inc.     Trade Claim             $24,510

Fleischmann's Yeast Inc.           Trade Claim             $24,500

Cremes Unlimited Inc.              Trade Claim             $24,134


PHILLIPS RENTAL: Hearing Exclusivity Extension Set for June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
will convene a hearing on June 21, 2011 at 9:00 a.m., to consider
motions to deny Phillips Rental Properties, LLC's request to
extend its exclusivity period.

The Debtor has asked that the Court extend for an additional 45
days from June 4, its right to file a plan of reorganization
because it needs additional time to promulgate its plan.

Secured creditor and parties-in-interest TriSummit Bank stressed
that the motion was filed too late.  The bankruptcy case was filed
on Dec. 7, 2010.  Therefore, the 120-day period expired on
April 6.  The Debtor filed the motion at bar on May 20.

Regions Bank explained that the Debtor failed make a prima facie
showing as to why it needs additional time to promulgate its plan.
Regions Bank added that the Debtor's case is not so large and
complex as to require additional time beyond the 180 days that has
already been allotted.

Citizens Bank also supported the creditors' request to deny the
Debtor's motion to extend its exclusivity periods.

The Debtor is represented by:

         Fred M. Leonard, Esq.
         27 Sixth Street
         Bristol, TN 37620
         Tel: (423) 968-3151

TriSummit Bank is represented by:

         Edward T. Brading, Esq.
         HERNDON, COLEMAN, BRADING & MCKEE
         P. O. Box 1160
         Johnson City, TN 37605-1160
         Tel: (423)434-4700

Regions Bank is represented by:

         Walter N. Winchester, Esq.
         WINCHESTER, SELLERS, FOSTER & STEELE, P.C.
         P.O. Box 2428
         Knoxville, TN 37901-2428
         Tel: (865) 637-1980

Citizens Bank is represented by:

         Douglas L. Payne, Esq.
         401 West Irish Street
         Greeneville, TN 37743
         Tel: (423) 639-2220

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel. According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.


PITTSBURGH SYMPHONY: Reaches 3-Year Deal With Orchestra Members
---------------------------------------------------------------
Andrew Druckenbrod at the Post-Gazette reports that Pittsburgh
Symphony Inc. and orchestra members of Local 60-471 of the
American Federation of Musicians have reached an agreement for a
new three-year contract nearly three months ahead of schedule.

According to the report, the current three-year pact was set to
expire Sept. 4, 2011, and the new contract, ratified Saturday
night, takes effect Sept. 5, 2011, and runs through Sept. 1, 2014.

The report says the agreement calls for a 9.7 percent wage cut in
musicians base salary the first year: in 2011-12 the annual base
salary will be $100,110, down from $110,764 in this season. The
Pittsburgh Symphony Orchestra's fiscal year runs from September to
August.

                 About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PREMISE MEDIA: Selling Ben Stein Documentary in Ch.7 Liquidation
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that film producer Premise Media Holdings LP is accepting
bids for actor Ben Stein's documentary, "Expelled: No Intelligence
Allowed," which blasts evolution in favor of intelligent design.

Bids may be submitted online between June 21 and June 28.

Premise Media Holdings LP filed for Chapter 7 bankruptcy in
December 2009.


PRIVATE MEDIA: Posts EUR$1-Mil. Net Loss in First Quarter
---------------------------------------------------------
Private Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of EUR1.0 million on sales of
EUR5.4 million for the three months ended March 31, 2011, compared
with a net loss of EUR1.2 million on net sales of $6.4 million for
the same period last year.

The Company reported an operating loss of EUR896,000 for the three
months ended March 31, 2011, compared with an operating loss of
EUR1.1 million for the three months ended March 31, 2010.  The
reduced operating loss was the result of reduced selling, general
and administrative expenses.

The Company's balance sheet at March 31, 2011, showed
EUR37.4 million in total assets, EUR14.4 million in total
liabilities, and stockholders' equity of EUR23.0 million.

As reported in the TCR on June 8, 2011, BDO Auditores, S.L., in
Barcelona, Spain, expressed substantial doubt about Private Media
Group's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has not yet reestablished profitable operations, has
suffered recurring losses from operations over the past years, and
has a working capital deficit.

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

Based in Barcelona, Spain, Private Media Group, Inc. (NASDAQ:
PRVT) -- http://www.prvt.com/-- was incorporated in the State of
Nevada.  The Company provides adult media content for a wide range
of media platforms.


QIMONDA RICHMOND: Files Joint Plan; DS Hearing Set for July 12
--------------------------------------------------------------
On June 7, 2011, Qimonda Richmond, LLC, Qimonda North America
Corp. and the Official Committee of Unsecured Creditors filed with
the U.S. Bankruptcy Court for the District of Delaware the
disclosure statement with respect to the joint plan of liquidation
for the Debtors.

A hearing to consider the adequacy of the disclosure statement has
been set by the Bankruptcy Court for July 12, 2011, at 11:30 a.m.
Responses and objections, if any, to the approval of the
disclosure statement must be filed with the Bankruptcy Court and
served so as to be actually received on or before 4:00 p.m. On
July 5, 2011.

The Plan Proponents proposed the following key dates related to
the solicitation and confirmation process:

  Voting Record Date             - July 12, 2011
  Plan Objection Deadline        - Aug. 22, 2011, at 4:00 p.m.
  Plan Objection Deadline        - Aug. 22, 2011, at 4:00 p.m.
  Voting Deadline                - Aug. 22, 2011, at 4:00 p.m.
  Proposed Confirmation Hearing  - Sept. 19, 2011, at 10:30 a.m.

If the Plan is confirmed, the Debtors remaining assets will be
liquidated on an orderly basis and proceeds will be distributed to
holders of Allowed Claims in accordance with the terms
of the Plan.

The Plan does not substantively consolidate the Debtors. Instead,
the Plan separately classifies claims against QR and QNA,
respectively.  As discussed more fully in Article IV.C of
the Plan, the Debtors will establish the Liquidating Trusts to pay
all Allowed Claims entitled to receive cash distributions from the
respective Debtors.

The Plan designates 4 classes of claims and interests.  Classes 1A
and 1B are Unimpaired and Deemed to Accept.  General Unsecured
Claims under 2A and 2B are Impaired and Entitled to Vote.
Intercompany Claims under 3A and 3B are Impaired and Deemed to
Accept, and Equity Interests under 4A and 4B are Impaired and
Deemed to Reject.

         Class                   Treatment            % Recovery

  1A - Secured Claims   Will receive the collateral,     100%
       Against QR       Cash in an amount equal to
       (Est. $2.1MM,    the value of the collateral,
       excluding        or the treatment required
       Secured Claim    under section 1124(2) for
       of Kingston)     the Claim to be reinstated
                        or rendered Unimpaired.

  1B - Secured Claims   Will receive the collateral,     100%
       Against QNA      Cash in an amount equal to
       (Est. $0.0)      the value of the collateral,
                        or the treatment required
                        under section 1124(2) for
                        the Claim to be reinstated
                        or rendered Unimpaired.

  2A - General          Will receive Pro Rata Share
       Unsecured        of the QR Unsecured Creditor
       Claims Against   Liquidating Trust Share.
       QR

  Estimated Recovery is between 8.7% to 13.4% plus (a) any
  recoveries on the QR Liquidating Trust Claims, including the
  Kingston Lien Avoidance Action and the other Avoidance
  Actions, (b) any distributions in respect of QR's allowed claim
  against QAG and (c) distributions under the Employee Settlement
  Agreement.  Estimate Aggregate Claims Amount is between
  $390 million and $600 million.

  2B - General          Will receive Pro Rata Share
       Unsecured        of the QNA Unsecured
       Claims Against   Creditor Liquidating Trust
       QNA              Share.

  Estimated Recovery is between 6.1% to 11.1% plus (a) any
  recoveries on the QNA Liquidating Trust Claims, including the
  QNA-Kingston Adversary Proceeding, the other Avoidance Actions
  and certain Other A/R Recovery Actions, (b) any distributions in
  respect of QNA's allowed claim against QAG or Patent Proceeds
  under the QAG Global Settlement; and (c) distributions on QNA's
  Intercompany Claim against QR.

  3A - Intercompany     QNA's Allowed Unsecured          Same as
       Claims of QNA    Claim will be included in        Class 2A
       against QR       Class 2A and receive Pro         Recovery.
       (Est. - $28.4MM) Rata Share of the QR
                        Unsecured Creditor
                        Liquidating Trust Share.

  3B - Intercompany     Because the Debtor's books       N.A.
       Claims of QR     and records do not reflect
       against QNA      the existence of any Claims
       (Est. - $0.0)    of QR against QNA, and the
                        the Debtors and the
                        Committee do not believe QR
                        has any such valid Claims,
                        there will be no Allowed
                        Claims of QR against QNA
                        under the Plan.

  4A - Equity           Holders of Equity Interests       0%
       Interests in QR  in QR will not receive or
                        retain any property under
                        the Plan in respect of such
                        Equity Interests.

  4B - Equity           Holders of Equity Interests       0%
       Interests in     in QNA will not receive or
       QNA              retain any property under
                        the Plan in respect of such
                        Equity Interests.

The cash available in QR's estate to fund the Plan and the QR
Liquidating Trust will come from: (a) the remaining net Cash
proceeds QR received from the sale of its assets, together with
any interest thereon; (b) any recoveries on the QR Liquidating
Trust Claims, including without limitation the Kingston Lien
Avoidance Action, the IRB Avoidance Action and other Avoidance
Actions; (c) any distributions in respect of QR's allowed claim in
the QAG insolvency proceeding or in respect of the Employee
Settlement Agreement; and (d) a Cash payment of approximately
$218,750 from a proposed settlement with an affiliate.

QR currently estimates that, as of the Effective Date (which, for
this purpose, is assumed to occur on Oct. 15, 2011), it will have
available Cash of $70.6 million, not including restricted Cash of
$42.5 million held in respect of the Kingston Lien Avoidance
Action ($40.4 million) and certain Secured Claims ($2.1 million).

The cash available in QNA's estate to fund the Plan and the QNA
Liquidating Trust will come from: (a) the remaining net Cash QNA
has from the collection of its receivables and the collection of
the G2 Arbitration Award, together with any interest thereon; (b)
any recoveries from the QNA Liquidating Trust Claims, including
without limitation the QNA-Kingston Adversary Proceeding or other
collection actions, and any Avoidance Recoveries from the
Avoidance Actions; (c) any distributions on QNA's Allowed Claim
against QR; (d) any distributions in respect of QNA's allowed
claim in the QAG insolvency proceeding or in respect of Patent
Proceeds under the QAG Global Settlement; and (e) a Cash payment
of approximately $218,750 from a proposed settlement with an
affiliate.  QNA currently estimates that, as of the Effective
Date, it will have available Cash of $21.3 million.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/qimondarichmond.DS.pdf

                         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 Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represent the
Debtors as counsel.  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.


QIMONDA RICHMOND: Taps Wolimuth Maher as Special Conflicts Counsel
------------------------------------------------------------------
Qimonda Richmond, LLC, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Wolimuth
Maher & Deutsch LLP as special conflicts counsel, nunc pro tunc to
April 1, 2011.

WMD will provide the Debtor all other necessary legal services in
connection with certain litigation matters filed by, or that may
be filed by the Debtor including, without limitation Qimonda
Richmond, LLC v. Citibank NA., et al., Case No. 09-10589 (Bankr.
D. Del.) and in connection with such other claims and litigation
services as requested by the Debtor.

WMD will be paid its current hourly rates:

   David H. Wolimuth   $650
   Vincent T. Chang    $595
   Steven Fitzgerald   $495
   KatiaSperduto       $135

WMD will also be reimbursed for any necessary out-of-pocket
expenses it incurs.

Subject to court approval, in the event that the Action is
resolved before the filing of an appeal, WMD will be entitled to a
fee equal to (a) 33% of any proceeds recovered by Debtor in the
resolution of the Action, whether by settlement, verdict or
otherwise; and (b) 33% of the projected value under a confirmed
plan or reorganization or an orderly liquidation.

In the event that the Action is resolved after the filing of an
appeal, WMD will be entitled to a fee equal to (a) 40% of any
proceeds recovered by Debtor in the resolution of the Action,
whether by settlement, verdict or otherwise; and (b) 40% of the
projected value under a confirmed plan or reorganization or an
orderly liquidation.

The Debtor assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         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 January 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.


QUEPASA CORP: Seven Directors Elected at Annual Meeting
-------------------------------------------------------
Quepasa Corporation held its 2011 annual meeting of shareholders
in West Palm Beach, Florida, on June 8, 2011.  At the Meeting, the
shareholders approved an amendment to the Company's 2006 Stock
Incentive Plan that increased the number of shares that may be
issued under the Plan by 2,000,000 shares.  The amendment to the
Plan previously had been approved, subject to shareholder
approval, by the Company's Board of Directors.

At the Meeting, the Company's shareholders approved an amendment
to the Company's Articles of Incorporation to declassify the Board
of Directors and provide for the annual election of all directors.
The Company's Board of Directors previously approved an amendment
to Section 4.02 of the Company's Bylaws to eliminate the
classified board, which became effective upon receiving
shareholder approval of the Amendment.

The stockholders elected seven nominees to Board of Directors,
namely: (1) John Abbott, (2) Alonso Ancira, (3) Lars Batista, (4)
Ernesto Cruz, (5) Malcolm Jozoff (6) Lionel Sosa and (7) Dr. Jill
Syverson-Stork.  The stockholders also ratified the appointment of
the Company's independent registered public accounting firm for
2011.

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


RASER TECHNOLOGIES: Inks Credit Agreement for $12.5 Million Loan
----------------------------------------------------------------
On April 29, 2011, Raser Technologies, Inc., and its wholly-owned
subsidiaries entered into a Plan Support and Restructuring
Agreement (the "Plan Support Agreement"), dated as of April 28,
2011, with Linden Capital, L.P., Tenor Opportunity Master Fund
Ltd., Aria Opportunity Fund Ltd., Parsoon Opportunity Fund Ltd.
("Tenor" with Linden and Aria are collectively referred to as the
"DIP Lenders", and with Linden, Aria and Parsoon are collectively
referred to as the "Sponsors"), and The Prudential Insurance
Company of America, Zurich American Insurance Company
(collectively with Prudential being referred to as, the "Thermo
Lenders") and Deutsche Bank Trust Company Americas.

On June 2, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered its order authorizing and approving Raser
Technologies, Inc.'s entry into the Debtor-In-Possession Credit
Agreement (the "DIP Credit Agreement") with the DIP Lenders on
terms more particularly set forth in the Order (the "DIP
Financing").

A copy of the DIP Credit Agreement is available at:

                       http://is.gd/SltgBc

The material terms of the DIP Financing include the following:

  -- The Debtors are authorized to borrow funds under the DIP
     Facility up to an aggregate principal amount of no more than
     $12,500,000 (the "Commitment"), provided that, borrowings
     under the DIP Financing may not exceed $10,500,000 in the
     aggregate unless and until the Debtors deliver to the
     Administrative Agent an officer's certificate signed by
     Nicholas Goodman in his capacity as Chief Executive Officer
     of Raser and Lightning Dock Geothermal HI-01, LLC ("Lightning
     Dock"), certifying that (i) surface access to Lightning
     Dock's geothermal resources that is sufficient to effectuate
     Lightning Dock's business plan is reasonably assured, and
     (ii) the granting of water diversion permits from the
     applicable regulatory authorities sufficient to effectuate
     Lightning Dock's business plan is reasonably assured (the
     "Lightning Dock Certificate").

  -- The Company's obligations to the DIP Lenders shall be secured
     by a senior, first-priority, fully-perfected lien on and
     security interest in all Collateral (as defined in the Order)
     not otherwise subject to a prior lien, and fully-perfected
     junior liens on and security interests in all Collateral
     subject to a prior lien.

  -- The Order authorized and directed the Company to make an
     indefeasible payment to the Senior Thermo Lenders from the
     proceeds of the DIP Facility equal to $6 million plus an
     amount sufficient to reimburse or pay the reasonable,
     documented out-of-pocket attorneys' fees and expenses
     incurred by the Senior Thermo Lenders in connection with
     documenting that transaction.

  -- The DIP Lenders will receive a commitment fee of 7%, based
     upon funds available to or for the benefit of the Debtors.
     The commitment fee in respect of the $750,000 initial advance
     under the DIP Facility was fully earned upon entry of the
     Interim Order.  The commitment fee in respect of the
     remaining balance of the aggregate Commitments up to an
     aggregate of $10,500,000 of Commitments was fully earned upon
     entry of the Order.  The commitment fee payable with respect
     to the $2,000,000 portion of the Commitments in excess of
     $10,500,000 will be earned upon the Debtor's delivery of the
     Lightning Dock Certificate.

  -- Interest on advances and commitment fees earned under the DIP
     Facility will accrue interest at a rate of 12.5% per annum,
     compounded monthly and paid at maturity.

  -- The DIP Facility has a maturity date that is the earliest to
     occur of: (a) Sept. 12, 2011, unless this Court shall have
     entered an order pursuant to section 1129 of the Bankruptcy
     Code confirming the Plan on or prior to 11:59 p.m.
     (Wilmington, Delaware time) on such date; (b) Sept. 30, 2011,
     unless the Plan shall have become effective prior thereto;
     and (c) the occurrence of a DIP Event of Default and/or Cash
     Collateral Event of Default.

A copy of the DIP Financing Order is available at:

                       http://is.gd/4piNo0

                     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.


REID PARK: Court Approves Eric Slocum Parks Hiring
--------------------------------------------------
Reid Park Properties, LLC, sought and obtained Bankruptcy Court
permission to employ the Law Offices of Eric Slocum Sparks, P.C.,
as its legal counsel.

Eric Slocum Sparks, a shareholder and officer at the firm, attests
that his firm has no connection with creditors or other parties-
in-interest which would create a disqualification or conflict of
interest.

Prior to the bankruptcy filing date, Eric Slocum Sparks was paid
$1,039 for filing fees and $20,000 for pre-petition services by
the Debtor.  Eric Slocum Sparks was paid a $75,000 retainer by the
Debtor, which was placed in a client trust account.

The firm's current hourly rates are:

          Eric Slocum Sparks           $350
          Associates                   $150 to $250
          Law Clerk                    $100 to $150
          Paralegal/Legal Asst.         $50 to $100

                         About Reid Park

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.


REID PARK: Sec. 341 Creditors' Meeting on June 23
-------------------------------------------------
The United States Trustee for the District of Arizona will convene
a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Reid Park Properties LLC on June 23, 2011, at
1:00 p.m. at U.S. Trustee Meeting Room, James A. Walsh Court, 38 S
Scott Ave, St 140, in Tucson, Arizona.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.


REID PARK: Seeks Valuation Hearing for Hotel
--------------------------------------------
Reid Park Properties LLC is asking the Bankruptcy Court to
schedule a hearing to determine the valuation of its hotel
property at 455 South Alvernon Way, in Tucson, Arizona.

The Debtor believes the Alvernon property is worth $13.5 million.
Wachovia/Wells Fargo is owed $26.3 million on a first mortgage and
$3.7 million on a second mortgage.

The Debtor said a valuation hearing is crucial for it to determine
"the allowed amount of the creditors' interest in the Debtor's
interest in the property securing claims of creditors."

The Debtor said it is nearing completion of a plan of
reorganization and disclosure statement, and seeks to treat a
portion of some creditor claims as fully secured and others as
partially or wholly unsecured.

                             Exit Plan

As reported by the Troubled Company Reporter on June 3, 2011, the
Debtor filed together with its Chapter 11 petition a proposed
reorganization plan designed for attempted cramdown on the secured
lender identified as Wachovia/Wells Fargo.  Bill Rochelle,
bankruptcy columnist for Bloomberg News, said if the Plan is
approved by the bankruptcy court, $13.5 million of the first
mortgage will be treated as a secured claim and paid over 20 years
at 5% interest.  There will be interest only for three years, with
principal amortized on a 30-year schedule.  The remainder of the
first-lien, about $12.9 million, along with the second lien will
be treated as unsecured claims.

Mr. Rochelle noted that the disclosure statement explaining the
Plan contains inconsistencies about the treatment of unsecured
claims.  On page 21, it said unsecured creditors will be paid 1%
when the plan is implemented and 10% of profits over 10 years;
while on page 30, it said unsecured creditors, including the
deficiency claims, will receive 5% of profits over five years.

Mr. Rochelle also noted that if the first-lien lender rejects the
plan, the owner will be obliged to invoke the cramdown process if
it's to exit Chapter 11.  Cramdown requires that at least one
class accept.  According to Mr. Rochelle, the Plan, with 21
separate classes, appears designed so at least one will accept.

A full-text copy of the Disclosure Statement is available at no
charge at http://bankrupt.com/misc/ReidParkDS.pdf

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.


REITTER CORP: Has Until June 24 to File Amended Plan Outline
------------------------------------------------------------
On June 1, 2011, the U.S. Bankruptcy Court for the District of
Puerto Rico granted Reitter Corporation's request for additional
time to file its amended disclosure statement.

As previously reported in the TCR, Reitter Corporation asked the
Bankruptcy Court to extend until June 24, 2011, its time to file
an Amended Disclosure Statement explaining its 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.

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.

                    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.
Alexis Fuentes-Hernandez, Esq., in San Juan, P.R., represents the
Debtor as counsel.


RIVER ROAD: Mechanics Lien Claimants Object to Lenders' Plan
------------------------------------------------------------
On June 2, 2011, Walsh Construction Company and certain parties
with whom Walsh entered into contracts pertaining to real property
owned by River Road Hotel Partners, LLC, et al., namely F.E.
Moran, Inc., International Decorators, Inc., American Building
Services, LLC, Boelter Contracting, LLC, Warren F. Thomas Plumbing
Co., and Walsh Landscape Construction, Inc. (collectively with
Walsh, the "ML Claimants") filed their objections to the Lenders'
Third Amended Joint Chapter 11 Plan for River Road Hotel Partners,
LLC, Expansion Partners, LLC and River Road Restaurant
Pads, LLC (the "Plan") filed by Amalgamated Bank and U.S. Bank
National Association (the "Lenders").

By the Lenders' estimate, non-duplicative Mechanics Lien Claims,
including the claims of the ML Claimants, aggregate $8,978,466,
consisting of Claims in the approximate amount of $4,384,751
against Hotel Partners, $4,529,003 against Expansion Partners and
$64,712 against Restaurant Pads.

Mechanics Lien Claims are classified under the Plan as Class 3
Claims (there is a separate Class 3 for each Debtor).  The Plan
provides that Class 3 Claims will be treated in one of two ways,
depending on whether they are ultimately determined in the pending
State Court Mechanics Lien Litigation, i.e. to be either senior in
priority or, alternatively, junior to the Lenders' Claims and thus
Unsecured Claims, as a practical matter.

In the event certain Class 3 Claims are determined in State Court
Mechanics Lien Litigation to be senior in priority to the Lenders'
Claims (such Class 3 Claims being defined in the Plan as "Senior
Mechanics Lien Claims"), the Plan purports to treat them as fully
Secured Claims.  Any Class 3 Claims secured by a lien determined
to be junior in priority to the Lenders' Liens, will be treated as
Unsecured Claims.

The ML Claimants cite the following arguments in support of their
objection to confirmation of the Lenders' Plan.

Even though the Lenders acknowledge that Senior Mechanics Lien
Claims are fully Secured Claims, the Plan makes no provision for
deferred payments having a present value equal to the claim's
allowed amount to holders of such Class 3 Claims.  There is no
provision in the Plan for sale free and clear of the Hotel Complex
and the Restaurant Properties, subject to the right of Senior
Mechanics Lien Claim holders under Section 363(k), with such Liens
to attach to the proceeds of such sale.  Holders of Senior
Mechanics Lien Claims also do not have an unqualified right, under
the Plan, to retain the Liens securing their Claims to the extent
of the allowed amount of their Secured Claims.

Rather, the Lenders have the right to substitute other collateral
for the Mechanics Liens on the Hotel Complex and the Restaurant
Properties.  If the Lenders exercise this right, they may elect to
substitute one of two forms of financial asset as replacement
collateral: (i) a Standby Letter of Credit; or (ii) a Lien Release
Escrow Agreement and, collectively with a Letter of Credit, the
"Financial Assets").

Under the Plan, the Financial Assets will be issued or funded,
as the case may be, in an amount equal only to 125% of the amount
of any specific asserted Class 3 Mechanics Lien Claim.  To the
extent the Lenders elect to substitute the Financial Assets for
the Hotel Complex, the Plan does not provide any other means for
the full funding and payment of accrued interest on a Mechanics
Lien Claim.  Under Illinois law, mechanics liens bear simple
interest at the rate of 10% per annum until judgment.

The ML Claimants estimate that most of the Mechanics Lien Claims
will have accrued approximately two years of interest by the date
of Confirmation Hearing and up to 40% interest before a Final
Order is entered in the Mechanics Lien Litigation determining the
validity and priority of the Mechanics Lien Claims.

In conclusion, the ML Claimants relate that the Plan cannot be
confirmed because of its inadequate treatment of Class 3 Claims.
Plainly, according to the ML Claimants, the Plan is designed to
give the Lenders settlement leverage against the Mechanics Lien
Claimants which the Lenders would never otherwise have.  For that
very reason, the Plan is neither in the best interest of creditors
under Section 1129(a)(7), nor fair and equitable under Section
1129(b)(2)(A).

A copy of the ML Claimants' objection is available at:

   http://bankrupt.com/misc/riverroad.mlclaimantsojbection.pdf

On June 6, 2011, Secured Creditor Crane Construction Company, LLC,
also filed a similar objection to the Confirmation of the Lenders'
Plan.

On Nov. 2, 2001, following the filing of Hotel Partners' Petition,
Crane Construction filed a Proof of Claim in the amount of
$1,000,331, plus accruing interest.  Crane Construction is the
holder of "Class 3 Hotel Partners Claim."

Crane Construction presents these arguments in support of its
denial of confirmation of the Plan.

-- Lenders' Plan cannot satisfy the requirements of Sections
    1129(a) or 1129(b) of the Code.

-- Mechanics Lien Claims determined to be of equal priority to
    Lenders' liens cannot be resolved under Lenders' Plan.

-- Joinder in objection by other mechanics lien claimants to
    "Substitute Collateral" for Mechanics Lien Claims included in
    Lenders' Plan.

The Mechanics Lien Claimants and Crane Construction therefore ask
the Court to deny confirmation of Lenders' Plan.

A copy of crane construction's objection is available at:

      http://bankrupt.com/misc/riverroad.craneobjection.pdf

These two objections were followed by a limited objection to the
Lenders' Plan by RARE Hospitality Management, Inc., the owner and
operator of The Capital Grille restaurant under a lease with River
Road Restaurants Pads, LLC.  RARE Hospitality objects to the Plan
on the basis that (i) the 2007 "Subordination, Non-Disturbance,
and Attornment Agreement" (the "Non-Disturbance Agreement")
between the Lenders and RARE Hospitality prohibits the Lenders
from causing the Lease to be rejected and (ii) the release
contained in Section 10.2 of the Plan is too broad under this law
of this Circuit because it extinguishes direct claims of RARE
Hospitality against the Lenders for breach of the Non-Disturbance
Agreement and affects matters beyond the jurisdiction of this
Court.

A copy of Rare Hospitality's limited objection is available at:

http://bankrupt.com/misc/riverroad.rarehospitalityobjection.pdf

As reported on April 28, 2011, the Hon. Bruce W. Black of the U.S.
Bankruptcy Court for the Northern District of Illinois approved
the adequacy of the third amended disclosure statement explaining
a Chapter 11 plan for River Road Hotel Partners LLC and its
debtor-affiliates filed by the Debtors' secured lenders,
Amalgamated Bank and U.S. Bank National Association.

A hearing is set for June 16, 2011, at 11:00 a.m., to consider
confirmation of the Lenders Plan.

Under the Plan, all distributions to creditors will be made either
(i) from the proceeds of those Creditors' own collateral or (ii)
from cash contributed by the lenders to make distributions to
those creditors, plus a share of proceeds of those avoidance
actions that are transferred to a liquidating trustee.

First lien lenders have filed claims in the aggregate amount of
$162.09 million.  Under the Plan, all of the lenders' collateral
will be transferred to an entity designated and controlled by the
lenders.  The most recent appraisals obtained by the lenders for
the assets aggregate $85.95 million, implying that the lenders may
have unsecured deficiency claims totaling $52.79 million.

General unsecured claims are estimated to aggregate between
$6,155,910 and $7,238,617.  The lenders will contribute $725,000
of their cash collateral to create an estimated recovery for Class
5 creditors of approximately 10%.  In addition, creditors will
receive their pro rata share of any net proceeds of those
avoidance actions that are brought by the liquidating trustee
under the Plan.

Under the Plan, the lenders will waive any distributions on
account of their deficiency claims.  They will, however, retain
the right to vote their deficiency claims.

All equity interests and ownership interests in the Debtors will
be extinguished under the Plan, and holders of these interests
will receive no distributions.

A full-text copy of the red-lined version of the Third Amended
Chapter 11 Plan is available for free at:

               http://ResearchArchives.com/t/s?7580

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

               http://ResearchArchives.com/t/s?757f

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


SAGUARO RANCH: Kennedy, Anglo Make Winning Offer at $14 Million
---------------------------------------------------------------
Dale Quinn at the Arizona Daily Star reports that Saguaro Ranch
has gone back to its lenders after a lengthy battle in U.S.
Bankruptcy Court.

According to the report, Kennedy Funding Inc. and Anglo-American
Financial LLC, the beneficiaries on the loan in default, were the
only bidders at a trustee sale Thursday.  They won the auction
with a bid of $14 million.  The lenders filed a foreclosure notice
in late February because the developers, led by Stephen Phinny,
defaulted on a $50 million loan recorded in December 2005.

Saguaro Ranch Investments LLC and Saguaro Ranch Development Corp.
are listed as borrowers on the loan, documents in the Pima County
Recorder's Office show.

After the trustee sale, Kennedy Funding and Anglo-American
Financial released a statement saying they would work closely
with the town of Marana, along with neighbors and brokers, to
move the project forward.  In an unsuccessful effort to stop the
foreclosure auction, Mr. Phinny's attorney, Eric Slocum Sparks,
filed a motion June 3 for an emergency stay.  Mr. Sparks argued
the sale would hurt the developers' ability to pay back the
lenders and other creditors.

While she didn't grant the stay, U.S. Bankruptcy Judge Eileen W.
Hollowell did give Mr. Phinny a chance to delay the sale for 10
days if he delivered a $5 million bond to the lenders' attorney.
But that didn't happen.

In previous interviews, Mr. Sparks said a third amended plan,
which made changes requested by Judge Hollowell, would allow
Saguaro Ranch to emerge from bankruptcy.  Lots were beginning to
sell, he said, though the deals were contingent on the judge's
approval of the plan.  There was $6 million in escrow ready to
close, and that money could have been used to repay Kennedy
Funding and Anglo-American Financial.

In a summary of the third plan, Hollowell said Saguaro Ranch
planned to pay Kennedy Funding and Anglo-American Financial $17.25
million over five years at 6 percent interest.  The payments would
be made from the net proceeds of 131 lot sales, with an average
price of $500,000 per lot in the first year with subsequent
increases of 5 percent per year.

The plan also included $3 million from Mr. Phinny's mother, with
part of that money going to pay Pima County property taxes.  Mr.
Phinny himself testified at confirmation hearings that he held a
partnership worth $4 million.

The sale of a casita lot would bring another $3.25 million.

                      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.


SATELITES MEXICANOS: Posts $6.4-Mil. First Quarter Net Loss
-----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., reported a net loss of
$6.4 million on $32.6 million of revenues for the three months
ended March 31, 2011, compared with a net loss of $3.7 million on
$31.8 million of revenue for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed
$443.1 million in total assets, $535.5 million in total
liabilities, and a stockholders' deficit of $92.4 million.

As of March 31, 2011, the Company's consolidated financial
statements show an accumulated deficit exceeding two-thirds of its
paid-in capital.  Under Mexican law, this condition permits the
Company's shareholders, creditors or other interested parties to
force the Company into dissolution.  In addition, as of March 31,
2011, the Company has a working capital deficit of $182.1 million.
Furthermore, based on current cash levels, the Company would be
unable to pay its First Priority Senior Secured Notes ("FPSSN")
due on Nov. 30, 2011.  The Company requires additional financing
to service its indebtedness, fund its operations and invest in the
growth of its business.  However, the Old Indentures restrict its
ability to incur additional debt unless authorization from
bondholders is obtained.

A copy of the Company's Form 6-K report for the month of
June 2011 is available at http://is.gd/2Snm4l

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

As reported in the TCR on June 1, 2011, Satmex disclosed that on
May 26, 2011, it officially concluded its reorganization efforts
and emerged from its U.S. bankruptcy case.  As previously
announced, Satmex, together with its subsidiaries, Alterna' TV
Corporation and Alterna' TV International Corporation, filed a
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code on April 6, 2011.  The Plan was confirmed by the
U.S. Bankruptcy Court in the District of Delaware on May 11, 2011,
and became effective on May 26, 2011.


SHILO INN: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shilo Inn, Seaside Oceanfront, LLC
        11600 SW Shilo Lane
        Portland, OR 97225

Bankruptcy Case No.: 11-34669

Chapter 11 Petition Date: June 7, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

The petition was signed by Christopher Campbell, authorized agent.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
In re Shilo Inn, Diamond Bar, LLC     10-60884            11/29/10
In re Shilo Inn, Killeen, LLC         10-62057            12/06/10
In re Shilo Inn, Palm Springs, LLC    11-26501            04/13/11
In re Shilo Inn, Pomona Hilltop, LLC  11-26270            04/14/11

Shilo Inn, Seaside Oceanfront's List of 11 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Thyssenkrupp Elevator Corp         Vendor                  $11,846
P.O. Box 933004
Atlanta, GA 31193-3004

Pacific Power                      Utility                  $9,320
1033 NE 6th Avenue
Portland, OR 97256

Clark Signs                        Vendor                   $8,121
P.O. Box 1113
St. Helens, OR 97051-8113

Ernest Packaging Solutions         Vendor                   $6,919

Western Oregon Waste               Utility                  $6,081

World Cinema Inc.                  Vendor                   $4,783

Lodgenet                           Vendor                   $3,721

NW Natural                         Utility                  $3,678

Qwest                              Utility                  $2,103

Fire Protection Services           Vendor                     $870

Qwest                              Utility                    $673


SHOAL CREEK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Shoal Creek Holdings, LLC
        102 Knarr
        Lakeway, TX 78734
        Tel: (512) 505-0053

Bankruptcy Case No.: 11-11432

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Jeffrey S. Kelly, Esq.
                  THE KELLY LEGAL GROUP, PLLC
                  P.O. Box 2125
                  Austin, TX 78768-2125
                  Tel: (512) 294-9420
                  E-mail: jkelly@kellylegalgroup.com

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

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

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

The petition was signed by Martin F. Cody, Jr., managing member.


SOUTH EDGE: Court OKs Schwartzer as Trustee's Local Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Cynthia Nelson, the Court-appointed Chapter 11 trustee in the
Chapter 11 case of South Edge, LLC, to employ Schwartzer &
McPherson Law Firm as her local counsel.

According to the Troubled Company Reporter on May 20, 2011,
Schwartzer & McPherson will, among other things:

   a) assist in reviewing and evaluating documentation relating to
      the assets, liabilities, and historic and ongoing business
      affairs, operations and limited liability company
      organizational activities of the Debtor;

   b) assist in advising the trustee in negotiating, reviewing,
      drafting documents and pleadings, and consummating any
      transactions contemplated during this Chapter 11 Case; and

   c) assist in advising the Trustee in reviewing and resolving
      claims asserted against the Debtor's estate, including
      without limitation through claims objection and claims
      estimation proceedings.

The hourly rates of Schwartzer & McPherson's personnel are:

     Lenard Schwartzer             $485
     Jeanette E. McPherson         $435

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

The firm can be reached at:

         Lenard E. Schwartzer, Esq.
         Jeanette E. McPherson, Esq.
         SCHWARTZER & MCPHERSON LAW FIRM
         2850 South Jones Boulevard, Suite 1
         Las Vegas, NV 89146-5308
         Tel: (702) 228-7590
         Fax: (702) 892-0122
         E-Mail: bkfilings@s-mlaw.com

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTHEASTERN CONSULTING: Files Schedules of Assets & Liabilities
----------------------------------------------------------------
Southeastern Consulting & Development Company, Inc. filed with the
U.S. Bankruptcy Court for the District of Florida, its schedules
of assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $1,750,000
B. Personal Property           $2,525,524
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $31,174,477
E. Creditors Holding
   Unsecured Priority
   Claims                                                $696,129
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $596,243
                               ------------        --------------
      TOTAL                      $4,275,524           $32,466,850

                   About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  In its petition, the
Debtor estimated $50 million to $100 million n both assets and
debts.  The petition was signed by Louis S. Weltman, the
president.

Robert A. Soriano, Esq. -- sorianor@gtlaw.com -- at Greenberg
Traurig, represents creditor Branch Banking and Trust Company.


SPOT MOBILE: Receives Default Notice from LV Administrative
-----------------------------------------------------------
Spot Mobile International Ltd. received a notice from LV
Administrative Services, Inc., as administrative and collateral
agent for Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC,
Laurus Master Fund, Ltd. (In Liquidation) pursuant to a Master
Security Agreement, dated Feb. 24, 2010, executed by the Company
and Mr. Prepaid, Inc., the Company's wholly-owned subsidiary, and
a Secured Term Note, dated Feb. 24, 2010, issued by the Company in
favor of the Creditor Parties.  The notice states that certain
events of default have occurred under these loan documents.  The
events of default cited in the notice are (i) failure to make a
regularly scheduled interest payment under the Secured Term Note,
and (ii) failure to timely provide certain financial reports to
the Creditor Parties.  According to the loan documents, if an
event of default occurs the Creditor Parties may, among other
remedies, accelerate the repayment of all amounts due under the
Secured Term Note.  As of June 10, 2011, the total outstanding
balance due under the Secured Term Note, including accrued and
unpaid interest, is approximately $1,268,000.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $3.56 million on $16.08 million
of revenue for the year ended Oct. 31, 2010, compared with a net
loss of $712,601 on $23.74 million of revenue during the prior
year.

The Company's balance sheet at Jan. 31, 2011, showed $3.32 million
in total assets, $5.22 million in total liabilities and $1.90
million in total shareholders' deficit.


ST. FRANCIS OF ASSISI: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------------
Vanessa Small at The Washington Post reports that St. Francis of
Assisi Cat Rescue Inc., at 40 Back Creek Rd., in Dowell, Maryland,
filed for Chapter 7 protection (Bankr. D. Md. Case No. 11-21789).
Elizabeth Anne Reeves represents the Company.  The Company
estimated both assets and liabilities of less than $50,000.  The
Company owes $20,000 to largest unsecured creditor William A.
Gottleid Jr.


STILLWATER MINING: Platinum Investment Holds 5.3% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Platinum Investment Management Limited disclosed that
it beneficially owns 5,420,681 shares of common stock of
Stillwater Mining Company representing 5.3% of the shares
outstanding.  At April 25, 2011, the Company had outstanding
103,029,917 shares of common stock, par value $0.01 per share.  A
full-text copy of the filing is available for free at:

                        http://is.gd/MKVHG0

                      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.


TAO-SAHI, LP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: TAO-SAHI, LP
        c/o Marvin E. Sprouse, III
        Jackson Walker LLP
        100 Congress Avenue, Suite 1100
        Austin, TX 78701
        Tel: (512) 236-2000

Bankruptcy Case No.: 11-52027

Chapter 11 Petition Date: June 7, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Marvin E. Sprouse, III, Esq.
                  JACKSON WALKER LLP
                  100 Congress, Suite 1100
                  Austin, TX 78701
                  Tel: (512) 236-2000
                  Fax: (512) 236-2002
                  E-mail: msprouse@jw.com

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

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

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

The petition was signed by Clayton Isom, CEO of Tao Development
Group, LLC, general partner.


TASANN TING: Ordered to Pay $60,000 Per Month to Cathay
-------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California denied Cathay Bank's request to
terminate the automatic stay on Tasann Ting Group, Inc.'s
property.

According to Cathay Bank, the Debtor owes the bank $17 million,
secured by the real property known as 39889 Eureka Drive, Newark,
California and all concomitant buildings, fixtures, improvements,
easements and personal property consisting of all equipment,
fixtures and other articles of personal property.

Cathay Bank explained that the lack of equity in the real property
is confirmed by the Debtor's own admissions in its sworn
schedules.  The Debtor stated the value of the collateral is
$13,500,000 in its amended schedules.  In addition, the bank has
obtained an appraisal of the the collateral which indicated that
as of Oct. 12, 2010, the value of the property is $11,420,000.

The Court ordered that the Debtor pay Cathay Bank $60,000 per
month beginning on May 1, 2011, and continuing on the first of
every month thereafter.  The payments will be made in certified
funds and the bank may apply the funds to the Debtor's
obligations.

The Debtor must also pay $23,080 per month for property taxes.
the payments will be made directly to the County of Alameda.  If
the County of Alameda refuses to accept the tender of the
payments, the payments will be placed into a segregated debtor-in-
possession bank account, subject to further order of the Court.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TUBO DE PASTEJE: Seeks to Retain Epiq as Notice & Balloting Agent
-----------------------------------------------------------------
Tubo de Pasteje SA seeks approval from the U.S. Bankruptcy Court
of the District of Delaware to employ and retain Epiq Bankruptcy
Solutions LLC notice and balloting agent effective as of May 26,
2011.

As part of its retention, Epiq agrees that:

   (a) Epiq will not consider itself employed by the United States
       government and will not seek any compensation from the
       United States government in its capacity as the Notice and
       Balloting Agent in these chapter 11 cases;

   (b) By accepting employment in these chapter 11 cases, Epiq
       waives any rights to receive compensation from the United
       States government;

   (c) In its capacity as the Notice and Balloting Agent in these
       chapter 11 cases, Epiq will not be an agent of the United
       States government and will not act on behalf of the United
       States government

During its retention, Eoiq Bankruptcy, will, among other things,
act as balloting agent, which may include some or all of the
following services:

      i. printing ballots and coordinating the mailing of
         solicitation packages (i.e., ballots, disclosure
         statement, and chapter 11 plan) to all voting and non-
         voting parties and provide a certificate or affidavit of
         service with respect thereto;

    ii. establishing a toll-free number to receive questions
        regarding voting with respect to any chapter 11 plan;

   iii. receiving ballots at its offices or a post office box,
        inspecting ballots for conformity to voting procedures,
        date stamping and numbering ballots consecutively and
        tabulating and certifying the results.

The Companies respectfully submit that the rates to be charged by
Epiq for its services in connection with balloting services are
competitive and comparable to the rates charged by Epiq' s
competitors for similar services.

                         About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


UNIGENE LABORATORIES: Employs Ashleigh Palmer as CEO
----------------------------------------------------
Unigene Laboratories, Inc., entered into an employment agreement,
effective June 8, 2011, with Ashleigh Palmer.  The Agreement,
pursuant to which Mr. Palmer will serve as the Company's Chief
Executive Officer, provides for a one year term and establishes
Mr. Palmer's annual salary as $400,000.

Furthermore, pursuant to the Agreement, Mr. Palmer will receive a
lump sum bonus of $250,000 if beginning during the Term the
closing price of the Company's common stock on the Over-the-
Counter Bulletin Board is $2.00 per share or greater for sixty
consecutive trading days.  Mr. Palmer is also permitted to
participate in the Company's regular bonus program and employee
benefit plans.

The Agreement provides that upon (a) termination of Mr. Palmer's
employment by the Company for any reason other than cause, (b) Mr.
Palmer's resignation upon sixty days advance written notice within
sixty days of a change of control of the Company or (c) Mr.
Palmer's resignation for good reason (which is defined to mean the
Company's failure to employ Mr. Palmer in an executive position, a
material diminution of Mr. Palmer's salary and benefits in the
aggregate or a 75 mile or more relocation of Mr. Palmer's regular
work location), (i) the Company will make a severance payment to
Mr. Palmer equal to the greater of (x) the unpaid portion of his
annual salary for the remainder of the Term or (y) three months of
his then-current annual base salary, payable in accordance with
the regular payroll cycle of the Company, and (ii) the Company
will pay the applicable premiums for coverage of Mr. Palmer and
his family under the Company's health plans for three months
immediately following the date of his termination, provided he
timely and properly elects continuation of such coverage under
COBRA and remains eligible for such coverage.

The Agreement also contains a non-disparagement clause, as well as
non-competition and non-solicitation clauses that apply for one
year following Mr. Palmer's termination of employment for any
reason, and obligates Mr. Palmer to maintain the confidentiality
of any business or scientific information that he receives during
the course of his employment.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/0L5VIc

                          About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $23.49
million in total assets, $69.89 million in total liabilities and a
$46.40 million total stockholders' deficit.


VISUALANT INC: Closes RATLab LLC Acquisition
--------------------------------------------
Visualant, Inc., closed the acquisition of all Visualant related
assets of the RATLab LLC.

The RATLab LLC is a Seattle-based research and development
laboratory created by Dr. Tom Furness, founder and Director of the
HITLab International, with labs at Seattle, University of
Canterbury in New Zealand, and the University of Tasmania in
Australia.  Guided by Dr. Tom Furness and Dr. Brian Schowengerdt,
a research scientist in the field of optics and vision science,
the RATLab LLC developed the Spectral Pattern Matching technology
under contract for Visualant.

With this acquisition, Visualant consolidates all intellectual
property relating to the SPM technology.  In addition to its
current authentication and security applications of SPM, Visualant
now owns all other applications including the important fields of
medicine, agriculture, and the environment and will begin the
creation of its laboratory.

With the closing of this asset acquisition transaction, Dr. Tom
Furness and Dr. Brian Schowengerdt will continue to provide
technology leadership to Visualant under consulting agreements
with the Company.

Dr. Furness stated, "We are very pleased to begin the process of
moving all the Visualant intellectual property and scientific
leadership to the Company.  Coupled with the new innovations that
will come out of Visualant Laboratory, we believe the applications
of the SPM technology can grow rapidly, and we look forward to our
active involvement in that effort."

Ron Erickson, Visualant CEO said, "We are thrilled to be able to
bring all of these intellectual property and human assets
together.  Dr. Furness, Dr. Schowengerdt, and the wonderful
research team at the RATLab have done brilliant work.  With this
acquisition, Visualant will build its own laboratory to continue
the research and development of SPM technology."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

The Company's balance sheet at March 31, 2011, showed $4.63
million in total assets, $6.13 million in total liabilities, a
$1.54 million total stockholders' deficit and $47,739
noncontrolling interest.

As reported in the Troubled Company Reporter on Jan. 4, 2011,
Madsen & Associates CPA's, Inc., Salt Lake City, expressed
substantial doubt about Visualant, Inc.'s ability to continue as a
going concern, following the Company's results for the fiscal year
ended September 30, 2010.  The independent auditors noted that the
Company will need additional working capital for its planned
activity and to service its debt.


VITRO SAB: Biggest Challenge to Mexico Bankruptcy Laws, Panel Says
------------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that panelists at a discussion hosted by the Emerging
Markets Trade Association on Monday on Mexico's 11-year-old
equivalent of a bankruptcy code, called Ley de Co Concurso
Mercantiles, seem to agree that the prepackaged plan being pushed
by Vitro SAB is the biggest challenge yet to the viability of
Concurso.

Vitro SAB and its bondholders have been fighting for months in
both the U.S. and Mexico over Vitro's attempt to push through its
prepackaged restructuring plan by counting the votes of $1.9
billion in intercompany loans made after Vitro initially
defaulted, making the company and its subsidiaries its own biggest
creditor constituency.

According to the report, one of the panelists, William Govier,
Esq. -- william.govier@bingham.com -- at Bingham McCutchen LLP,
said that part of the problem is that there actually is no section
of the code that talks about such intercompany claims.  "The civil
code is very, very rigid," Mr. Govier said, and judges in such a
civil system can often do nothing on issues where the law is
silent.

DBR also reports Mr. Govier said that if Vitro prevails in Mexico,
it could give ideas to other companies in terms of trying to
squelch creditors whose claims under more mature bankruptcy codes
like that of the U.S. would most certainly have more rights than
intercompany claims.

DBR relates Richard Cooper, Esq. -- rcooper@cgsh.com -- at Cleary
Gottlieb Steen & Hamilton said that when Mexico Judge Francisco
Flores earlier this year rejected Vitro SAB's plan -- a decision
that was later overruled on appeal -- Judge Flores was actually
trying to interpret and perhaps force a change in the law.

DBR also says John Cunningham, Esq. -- jcunningham@whitecase.com
-- at White & Case LLP, which represents the trustee for most of
the more than $1.5 billion in Vitro bonds, pointed out that Judge
Flores was set to be the judge when Vitro comes back to court in
Mexico but last week was promoted to a different job.

According to DBR, Mr. Cunningham said the Concurso law needs some
changes, even if it's still much better than Mexico's previous
restructuring code.

DBR notes that under the old code, the average company would stay
under the court's direction for more than eight years instead of
the current two years, and creditor recovery was much worse than
it is now.

"We're going to learn the lessons from Vitro," Mr. Cunningham
said, according to DBR.  He added, "Mexico's got to fix this, and
it's got to fix this now."

DBR also reports the panel moderator, American University
Professor Arturo Porzecanski, who recently wrote a paper titled
"Corporate Workouts in Mexico: The Good, the Bad, and the Ugly,"
said Monday that the law "is unclear and it has some loopholes
when it comes to the issues of corporate bondholders and
intercompany claims."

                        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.  Ernst & Young LLP
serves as tax advisors.

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.


WASHINGTON MUTUAL: First American Liable for $4.5-Mil. Sham Loan
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge Marianne O. Battani ruled Friday that First American Title
Insurance Co. was liable to Washington Mutual Bank receiver the
Federal Deposit Insurance Corp. for losses sustained in a
$4.5 million sham mortgage.

Law360 relates that Judge Battani said First American was liable
under a closing protection letter issued with the bogus home loan
stating that First American would reimburse Washington Mutual if
the title insurance carrier's issuing agent, Patriot Title Agency
LLC, engaged in fraud.

                        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 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.


WHEELER ELECTRONICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Wheeler Electronics, Inc
        211 1st Street NE
        Cleveland, TN 37311

Bankruptcy Case No.: 11-13090

Chapter 11 Petition Date: June 8, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Richard L. Banks, Esq.
                  RICHARD BANKS & ASSOCIATES, PC
                  P.O. Box 1515
                  Cleveland, TN 37364-1515
                  Tel: (423)479-4188
                  E-mail: bmerriman@rbankslawfirm.com

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

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

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

The petition was signed by William J. Wheeler, president.


WOLVERINE TUBE: Plan Confirmed; Post-Bankruptcy Officers Named
--------------------------------------------------------------
BankruptcyData.com reports that Wolverine Tube filed with the U.S.
Bankruptcy Court a designation for its First Amended Joint Plan of
Reorganization, identifying the officers and directors of the
reorganized Debtors.  BData says the Court also issued a ruling
confirming the First Amended Joint Plan of Reorganization, as
Modified, of Wolverine Tube and its affiliated Debtors.

According to documents filed with the Court, "On the Effective
Date, the management, control and operation of the Reorganized
Debtors shall become the general responsibility of the board of
directors of Reorganized WTI, which shall, thereafter, have
responsibility for the management, control and operation of
Reorganized WTI and its direct and indirect subsidiaries....the
board of directors of Reorganized WTI shall be composed of a
newly-organized five-member board of directors which shall consist
of (i) one director nominated by Plainfield, (ii) one director
nominated by the Ad Hoc Group, (iii) Steven S. Elbaum, who will
serve as initial Chairman, and (iv) two other individuals to be
mutually agreed upon by the Ad Hoc Group and Plainfield prior to
Confirmation."

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


ZALE CORP: Richard Breeden Discloses 18.51% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard C. Breeden and his affiliates
disclosed that they beneficially own 5,947,896 shares of common
stock of Zale Corporation  representing 18.51% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/f2OPV2

                     About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

The Company's balance sheet at April 30, 2011, showed $1.19
billion in total assets, $947.27 million in total liabilities and
$246.03 million in stockholders' investment.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZURVITA HOLDINGS: Sells 1.5-Mil. Pref. Shares to Vicis Capital
--------------------------------------------------------------
Zurvita Holdings, Inc., entered into a Securities Purchase
Agreement with Vicis Capital Master Fund, pursuant to which the
Company issued and sold 1,500,000 shares of its Series C
Convertible Preferred Stock and Series C Common Stock Purchase
Warrants to purchase an aggregate of 6,000,000 shares of the
Company's common stock.

On June 9, 2011, the Company filed the Second Amended and Restated
Series C Convertible Preferred Stock Certificate of Designation to
increase the number of shares designated as such from 3,300,000
shares to 4,800,000 shares.

Pursuant to the Purchase agreement, the aggregate purchase price
for the Private Placement Securities was $1,500,000, which
Purchase Price was previously advanced to the Company.  On
March 16, 2011, the Company received $1,000,000 of the Purchase
Price.  On May 3, 2011, the Company received $500,000 of the
Purchase Price.

The Series C Preferred Stock is convertible into shares of the
Company's common stock at an initial conversion price of $0.25 per
share, subject to adjustment.  The holders of the Company's Series
C Preferred Stock will have the right to the number of votes equal
to the number of shares issuable upon conversion of the Series C
Preferred Stock.  In addition, so long as any shares of Series C
Preferred Stock are outstanding, the Company cannot, without the
written consent of the holders of 51% of the then outstanding
Series C Preferred Stock: (i) amend its articles of incorporation
in any manner that adversely affects the rights of the holders;
(ii) alter or change adversely the voting or other powers,
preferences, rights, privileges, or restrictions of the Series C
Preferred Stock; (iii) increase the authorized number of shares of
preferred stock or Series C Preferred Stock or reinstate or issue
any other series of preferred stock; (iv) redeem, purchase or
otherwise acquire directly or indirectly any Junior Securities or
any shares pari passu with the Series C Preferred Stock; (v)
directly or indirectly pay or declare any dividend or make any
distribution in respect of, any Junior Securities, or set aside
any monies for the purchase or redemption of any Junior Securities
or any shares pari passu with the Series C Preferred Stock; (vi)
authorize or create any class of stock ranking as to dividends,
redemption or distribution of assets upon a Liquidation senior to
or otherwise pari passu with the Series C Preferred Stock; or
(vii) enter into any agreement with respect to any of the
foregoing.  The holders of the Company's Series C Preferred Stock
will also have liquidation preferences over the holders of the
Company's common stock.  The Series C Preferred Stock also contain
anti-dilution provisions, including but not limited to if the
Company issues shares of its common stock at less than the then
existing conversion price, the conversion price of the Series C
Preferred Stock will automatically be reduced to such lower price
and the number of shares to be issued upon exercise will be
proportionately increased.  The Series C Preferred Stock also
contains limitations on exercise, including the limitation that
the holders may not convert their shares to the extent that upon
exercise the holder, together with its affiliates, would own in
excess of 4.99% of the Company's outstanding shares of common
stock.

The Series C Warrants are exercisable for a term of seven years at
an exercise price of $0.25 per share.  The Series C Warrants also
contain anti-dilution provisions, including but not limited to if
the Company issues shares of its common stock at less than the
then existing conversion price, the conversion price of the Series
C Warrants will automatically be reduced to such lower price and
the number of shares to be issued upon exercise will be
proportionately increased.  The Series C Warrants contain
limitations on exercise, including the limitation that the holders
may not convert their Series C Warrants to the extent that upon
exercise the holder, together with its affiliates, would own in
excess of 4.99% of the Company's outstanding shares of common
stock.

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

                       About Zurvita Holdings

Based in Houston, Tex., Zurvita Holdings, Inc., is a direct sales
marketing company offering high-quality products and services
targeting individuals, families and small businesses.

Meeks International, LLC, in Tampa, Fla., expressed substantial
doubt about Zurvita Holdings' ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to meet its needs.

The Company's balance sheet at Jan. 31, 2011, showed $911,394 in
total assets, $3.66 million in total liabilities, $4.55 million in
redeemable preferred stock and $7.30 million in total
stockholders' deficit.


* Berger Singerman Among Top Fla. Firms in Chambers USA Guide
-------------------------------------------------------------
The Florida business law firm Berger Singerman has been ranked
among the top Florida law firms in Chambers USA 2011 America's
Leading Business Lawyers.  Fourteen of the firm's attorneys and
three of its practice teams have been ranked by Chambers USA.
Chambers' researched rankings and editorials are often utilized by
general counsel and consumers of  legal services worldwide who
consider Chambers assessments when selecting counsel.

In the Firm rankings, The Business Reorganization Team received a
Band 1 ranking.   Every year since 2003 when Chambers began
publishing in the United States, the Team has received a first
tier ranking for its bankruptcy/restructuring practice.  Attorneys
Douglas Bates, Howard Berlin, Leslie Cloyd, Brian Gart, Jordi
Guso, Brian Rich, Paul Steven Singerman, and  Arthur Spector
received individual recognition for the team.  In this year's
publication, Paul Steven Singerman is once again the only attorney
in the state of Florida to receive a *(star) ranking, and one of
only 14 in the entire nation to receive a star ranking for
Bankruptcy/Restructuring.  For three consecutive years, the Team
has more ranked attorneys in the Bankruptcy/Restructuring category
than any other law firm in the state of Florida.

"We are proud of Chambers' recognition of our Team members.
Chambers distinguishes itself by its rigorous market research.
And we are honored by our clients' favorable feedback.  It
motivates all of us to work yet harder on our promise to provide
passionate client service," said Mr. Singerman.

The annual Chambers USA guide of the best law firms and lawyers is
published by the illustrious London-based Chambers & Partners.
Chambers & Partners publishes similar U.K. and Global guides which
are widely respected.  Research is conducted via in-depth
telephone interviews with clients and with attorneys, each one
lasting about half an hour.  The qualities on which the rankings
are assessed include technical legal ability, professional
conduct, client service, commercial awareness/astuteness,
diligence, commitment, and other qualities most valued by the
client.

Berger Singerman is a Florida business law firm with over 65
attorneys working out of offices in Boca Raton, Fort Lauderdale,
Miami and Tallahassee.  Members of the firm have expertise in all
areas of commercial law, including banking, creditors' rights,
business reorganization, bankruptcy, corporate & securities,
dispute resolution and litigation, white collar crime, real
estate, environmental and land use, health care, tax, estate
planning, and probate.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                               Total      Holders'    Working
                              Assets        Equity    Capital
  Company         Ticker       ($MM)         ($MM)      ($MM)
  -------         ------      ------     ---------    -------
A&W REV ROYAL-UT  AW-U CN       179.2       (147.6)       3.6
ABSOLUTE SOFTWRE  ABT CN        116.3        (12.0)     (12.6)
ACCO BRANDS CORP  ABD US      1,094.2        (77.0)     293.1
ALASKA COMM SYS   ALSK US       609.8        (27.4)       6.3
AMER AXLE & MFG   AXL US      2,167.8       (415.4)      60.4
AMR CORP          AMR US     27,113.0     (3,949.0)  (1,028.0)
ANOORAQ RESOURCE  ARQ SJ      1,024.0        (77.0)      20.9
AUTOZONE INC      AZO US      5,884.9     (1,119.5)    (655.3)
BLUEKNIGHT ENERG  BKEP US       323.5        (35.1)     (85.8)
BOSTON PIZZA R-U  BPF-U CN      148.2       (100.1)       1.3
CABLEVISION SY-A  CVC US      8,962.9     (6,462.4)    (309.5)
CC MEDIA-A        CCMO US    16,938.6     (7,280.4)   1,644.2
CENTENNIAL COMM   CYCL US     1,480.9       (925.9)     (52.1)
CENVEO INC        CVO US      1,439.5       (333.5)     208.1
CHENIERE ENERGY   CQP US      1,776.3       (547.6)      24.4
CHENIERE ENERGY   LNG US      2,564.4       (509.7)      87.4
CHOICE HOTELS     CHH US        412.4        (49.0)      (1.9)
CLEVELAND BIOLAB  CBLI US        19.2         (9.7)     (10.1)
CLOROX CO         CLX US      4,051.0        (82.0)     (28.0)
COLUMBIA LABORAT  CBRX US        27.8         (2.6)      11.5
DENNY'S CORP      DENN US       296.8       (102.3)     (36.9)
DIRECTV-A         DTV US     20,593.0       (678.0)   2,813.0
DISH NETWORK-A    DISH US    10,280.6       (502.5)     705.1
DISH NETWORK-A    EOT GR     10,280.6       (502.5)     705.1
DOMINO'S PIZZA    DPZ US        487.4     (1,167.7)     167.9
DUN & BRADSTREET  DNB US      1,825.5       (615.8)    (321.8)
EASTMAN KODAK     EK US       5,882.0     (1,274.0)     954.0
EPICEPT CORP      EPCT SS        12.4         (6.0)       6.0
EXELIXIS INC      EXEL US       495.7        (68.7)     126.1
FREESCALE SEMICO  FSL US      4,097.0     (5,076.0)   1,468.0
GENCORP INC       GY US         989.6       (177.7)      83.8
GLG PARTNERS INC  GLG US        400.0       (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0       (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,943.5       (501.5)     313.1
HANDY & HARMAN L  HNH US        372.2        (23.9)      13.2
HCA HOLDINGS INC  HCA US     23,809.0     (7,788.0)   2,719.0
HOVNANIAN ENT-B   HOVVB US    1,736.6       (349.8)   1,071.5
IDENIX PHARM      IDIX US        54.9        (40.6)      19.6
INCYTE CORP       INCY US       459.6       (104.0)     315.8
IPCS INC          IPCS US       559.2        (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       131.7       (161.7)       6.6
JUST ENERGY GROU  JE CN       1,588.6       (219.4)    (303.2)
KNOLOGY INC       KNOL US       823.7         (4.0)      42.7
KV PHARM-A        KV/A US       296.2       (233.4)    (134.5)
KV PHARM-B        KV/B US       296.2       (233.4)    (134.5)
LIN TV CORP-CL A  TVL US        797.4       (127.9)      38.6
LIZ CLAIBORNE     LIZ US      1,255.8       (124.5)     (26.5)
LORILLARD INC     LO US       3,590.0       (449.0)   1,290.0
MAINSTREET EQUIT  MEQ CN        453.0        (10.2)       -
MANNKIND CORP     MNKD US       254.8       (203.5)      26.2
MEAD JOHNSON      MJN US      2,465.4       (250.4)     572.3
MERITOR INC       MTOR US     2,675.0     (1,006.0)     205.0
MOODY'S CORP      MCO US      2,524.4       (223.2)     498.6
MORGANS HOTEL GR  MHGC US       692.8        (29.2)     205.1
NATIONAL CINEMED  NCMI US       796.4       (327.0)      74.0
NAVISTAR INTL     NAV US      9,966.0       (764.0)   1,819.0
NEXSTAR BROADC-A  NXST US       582.6       (181.2)      40.0
NPS PHARM INC     NPSP US       158.3       (159.7)     117.8
NYMOX PHARMACEUT  NYMX US        10.0         (3.3)       6.8
ODYSSEY MARINE    OMEX US        25.7         (8.1)     (14.0)
OTELCO INC-IDS    OTT US        319.2         (7.6)      22.4
OTELCO INC-IDS    OTT-U CN      319.2         (7.6)      22.4
PALM INC          PALM US     1,007.2         (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       248.7       (371.2)    (161.6)
PLAYBOY ENTERP-A  PLA/A US      165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8        (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0        (91.7)       3.6
PROTECTION ONE    PONE US       562.9        (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       281.4       (124.4)      40.9
QWEST COMMUNICAT  Q US       16,849.0     (1,560.0)  (2,828.0)
RADNET INC        RDNT US       556.6        (81.8)      11.0
REGAL ENTERTAI-A  RGC US      2,323.2       (541.6)    (114.5)
RENAISSANCE LEA   RLRN US        49.9        (31.4)     (36.6)
REVLON INC-A      REV US      1,105.5       (686.5)     132.7
RSC HOLDINGS INC  RRR US      2,817.4        (62.2)     (71.6)
RURAL/METRO CORP  RURL US       303.7        (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,707.0       (340.6)     418.5
SINCLAIR BROAD-A  SBGI US     1,571.2       (144.6)      60.4
SINCLAIR BROAD-A  SBTA GR     1,571.2       (144.6)      60.4
SMART TECHNOL-A   SMT US        546.2        (43.3)     173.7
SMART TECHNOL-A   SMA CN        546.2        (43.3)     173.7
SPIRIT AIRLINES   SAVE US       545.2        (97.0)      27.6
SUN COMMUNITIES   SUI US      1,160.1       (111.7)       -
SWIFT TRANSPORTA  SWFT US     2,555.7         (9.8)     204.6
TAUBMAN CENTERS   TCO US      2,535.6       (512.8)       -
TEAM HEALTH HOLD  TMH US        832.2        (25.7)      44.8
THERAVANCE        THRX US       315.1        (27.8)     266.9
TOWN SPORTS INTE  CLUB US       460.0         (4.7)     (15.4)
UNISYS CORP       UIS US      2,949.3       (692.1)     547.6
UNITED RENTALS    URI US      3,692.0        (29.0)     123.0
US AIRWAYS GROUP  LCC US      8,217.0        (30.0)    (104.0)
VECTOR GROUP LTD  VGR US        924.6        (61.4)     294.8
VENOCO INC        VQ US         815.6        (21.6)       8.1
VERISK ANALYTI-A  VRSK US     1,286.4       (109.1)    (180.8)
VERSO PAPER CORP  VRS US      1,458.2        (49.2)     169.5
VIRGIN MOBILE-A   VM US         307.4       (244.2)    (138.3)
VONAGE HOLDINGS   VG US         251.7       (102.0)     (39.2)
WARNER MUSIC GRO  WMG US      3,617.0       (254.0)    (650.0)
WEIGHT WATCHERS   WTW US      1,126.0       (636.6)    (345.4)
WESTMORELAND COA  WLB US        788.0       (173.9)      (1.0)
WORLD COLOR PRES  WC CN       2,641.5     (1,735.9)     479.2
WORLD COLOR PRES  WCPSF US    2,641.5     (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN     2,641.5     (1,735.9)     479.2



                           *********

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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