TCR_Public/110620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 20, 2011, Vol. 15, No. 169

                            Headlines

4/H PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
600 ALABAMA: Court Lacks Jurisdiction to Issue "Symbolic" Rulings
ACCELR8 TECHNOLOGY: Posts $124,000 Net Loss in Q3 Ended April 30
ADVOCATE FINANCIAL: Thomas E. Maher Settles Indebtedness
ADVOCATE FINANCIAL: James DeSonier Pays $100,000 to Ch. 11 Trustee

AIRPARK VILLAGE: Motion to Use Mile High's Cash Collateral Denied
ALERE INC: Moody's Affirms 'B1' Coprorate Family Rating
ALLEN FAMILY: Md. Governor to Help Employees Affected by Filing
ALLIANCE HEALTHCARE: S&P Affirms CCR at 'BB-'; Outlook Negative
AMBAC FINANCIAL: Objects to IRS's $807.2-Mil. Claims

AMBAC FINANCIAL: Dist. Court Gives Interim Nod of $27MM Settlement
AMBAC FINANCIAL: Begins Filing of Omnibus Claims Objections
AMERICA'S SUPPLIERS: Five Directors Elected at Annual Meeting
AMERICAN GREETINGS: Moody's Affirms 'Ba2' Corp. Family Rating
ARCH COAL: S&P Affirms Corporate Credit Rating at 'BB-'

AMTRUST FINANCIAL: In Plan Talks with Noteholders
ANCHOR GOVERNMENT: Case Summary & 13 Largest Unsecured Creditors
APOLLO MEDICAL: Delays Filing of April 30 Quarterly Report
ARMTEC HOLDINGS: DBRS Places 'BB' Issuer Rating Under Review
ASTORIA GENERATING: S&P Puts 'B' Rating on $300MM Loan on Watch

ATLANTIS HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
AXESSTEL INC: Appoints Mark Fruehan and Patrick Gray to Board
BANKUNITED FIN'L: Committee Amends Plan, Relies on FDIC Deal
BEAR VALLEY: Sec. 341 Meeting on July 13; Status Hearing July 6
BEAR VALLEY: Hires Walker Law Office as Bankruptcy Counsel

BEAR VALLEY: Majority Shareholder Seeks Case Dismissal
BEST LIFE: A.M. Best Affirms 'B' Financial Strength Rating
BLOCK 106: Hires Cole Schotz as Bankruptcy Counsel
BLOCK 106: Sec. 341(a) Creditors Meeting Set for June 29
BLUFFS LLC: Court Tosses Contractor's Mechanic's Lien

BPP TEXAS: Plan Disclosures Okayed; Sets July 28 Hearing
CALPINE CORP: Settlement Approved, Final Shares Distributing
CARESTREAM HEALTH: Bank Debt Trades at 6% Off in Secondary Market
CAROLINA MARINA: Case Summary & 12 Largest Unsecured Creditors
CENTENE CORP: A.M. Best Affirms Issuer Credit Rating at 'bb-'

CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
COLBY-SAWYER COLLEGE: Moody's Upgrades Bond Ratings From 'Ba3'
CONMED CORP: S&P Withdraws 'BB-' Corporate Credit Rating
CONTECH CONSTRUCTION: Debt Trades at 18% Off in Secondary Market

CROSSOVER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
CRYSTAL CATHEDRAL: Plans to Sell Church to Pay Creditors
CRYSTALLEX INT'L: Incurs $14.9-Mil. Net Loss in First Quarter
DAIS ANALYTIC: Amends 2009 Annual Report to Correct Errors
DEEP DOWN: Enters Into 3rd Amendment to Whitney Credit Agreement

DEX MEDIA EAST: Bank Debt Trades at 25% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 15% Off in Secondary Market
DAILY ENTERPRISES: Voluntary Chapter 11 Case Summary
DRUMMOND CO: S&P Retains Watch Developing on 'BB-' Credit Rating
E-DEBIT GLOBAL: Finalizes National Marketing Program

ELLIPSO INC: Court Reviews Ruling on Mann et al. Counterclaims
ENERGY TRANSFER: Moody's Reviews Ratings for Possible Downgrade
ENRON CORP: Former Finance Head Fastow Moved Out of Prison
ENRON CORP: China and Hong Kong Units Hold Creditors' Meeting
ESTATE FINANCIAL: Trustee Taps Berkeley Research as Accountants

EVANSVILLE CITY: Moody's Downgrades Rating on Bonds to 'Ba2'
EVERGREEN ENERGY: Thomas Stoner to Resign as CEO
FEIZ HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
FIDDLER'S CREEK: Plan Confirmation Hearing Today
FIRST COMMERCIAL BANK: Closed; Stonegate Bank Assumes All Deposits

FKF MADISON: HFZ Capital Files Chapter 11 Plan for One Madison
FLORIDA EXTRUDERS: Assets Auctioned for $11.8 Million
FREE AND CLEAR: OUST Seeks Dismissal of Case as Bad Faith Failing
FRONTIER AIRLINES: Questions About Potential Ch. 22 Filing Raised
GENERAL MOTORS: N.Y. State Court Dismisses Car Buyer's Suit

GIORDANO'S ENTERPRISES: Lease Decision Period Extended to Sept. 14
GLOBE IRON: Considers Taking Partner or Selling Business
GRAHAM PACKAGING: Receives Superior Proposal from Reynolds
GRAYMARK HEALTHCARE: One Share Plus Warrant Priced at $1.40
GREAT ATLANTIC: Village Super Tops Bid for Southern Store Assets

GREAT ATLANTIC: Wants to Sell Prescription Drug Inventory
GREENMAN TECH: Inks Purchase Agreement with Irish Knight
GUIDED THERAPEUTICS: Awarded $1.06MM to Develop Detection System
GULF FREEWAY: Court Confirms Amended Chapter 11 Plan
H&S JOURNAL: Court Approves Goldberg Weprin as Counsel

HANMI FINANCIAL: Announces Memo. of Business Alliance with Woori
HARBINGER GROUP: Moody's Assigns Caa1 Rating to $150-Mil. Notes
HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
HMR IRREVOCABLE: Case Summary & 7 Largest Unsecured Creditors
HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating

ICAHN ENTERPRISES: Moody's Revises Outlook, Affirms Ba3 Ratings
IMAGEWARE SYSTEMS: Issues $500,000 Promissory Note to N. Goldman
INTEGRATED FREIGHT: Approves Issue of 1.59 Million Common Shares
JACKSON HEWITT: Withdraws Plea for Wells Fargo Cash Collateral Use
JACKSON HEWITT: Prepackaged Plan Outline Hearing Set for July 8

JEAN TANAKA: Case Summary & Largest Unsecured Creditor
KATHLEEN LACKEY: Case Summary & 14 Largest Unsecured Creditors
KENNETH STEVENSON: Court Calls Ch. 11 Case a "Waste of Time"
KT SPEARS: Wants to Use RBC Bank's Cash for Greenhill Apartments
KT SPEARS: Wants to Obtain $100,000 DIP Loan from Lender JK Air

KURRANT MOBILE: Court Approves Settlement with Socius
LA JOLLA: Has 24.94 Million Outstanding Common Shares
LAREDO PETROLEUM: Moody's Reviews Ratings; Direction Uncertain
LAREDO PETROLEUM: S&P Puts 'B-' Credit Rating on Watch Positive
LEHMAN BROTHERS: Marsal Predicts Distribution in 2012 Q1

LINCOLN SETTLE INN: Trial Date Continued in Lender's Suit
LUBAVITCH CHABAD: Case Summary & 2 Largest Unsecured Creditors
MACCO PROPERTIES: Court OKs Dennis Maley as Committee's Accountant
MAD CORP.: Case Summary & 10 Largest Unsecured Creditors
MAIN ST: S&P Assigns 'B-' Long-Term Counterparty Credit Rating

MAQ MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
MARCAL PAPER: Postpetition Employee Benefits Are Admin. Claims
MARKET STREET: Taps Cohen Financial to Assist in Marketing Review
MARKET STREET: Wants to Hire Harold Asher as Forensic Accountant
MARKET STREET: Taps Greenberg Traurig for Environmental Matters

MARKET STREET: Taps James Fitzmorris as Political Consultant
MCINTOSH STATE BANK: Closed; Hamilton Bank Assumes All Deposits
MERCURY PAYMENT: S&P Assigns Preliminary 'B+' Long-Term Rating
MIAMI BEACH: Moody's Upgrades Bond Rating to 'Baa3' From 'Ba2'
MICROBILT CORP: Court Approves KSB as Special Litigation Counsel

MOBILE MINI: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
NET TALK.COM: Adopts 2011 Employee Stock Option Plan
NEWPAGE HOLDING: Second-Lien Bonds Tumble to 30 Cents
NEXAIRA WIRELESS: Incurs $927,800 Net Loss in April 30 Quarter
NON-INVASIVE MONITORING: Posts $123,000 Net Loss in April 30 Qtr.

NORTEL NETWORKS: Delays Patent Auction Amid Rival Bids
NORTHGATE PROPERTIES: Lender Wants Stay Lifted to Foreclose Land
NORTHGATE PROPERTIES: Court Sets Aug. 24 Voting Deadline
OFFUTT AFB: Moody's Affirms Ratings on $138.4-Mil. Debt at 'B1'
OLDE PRAIRIE: Wins OK to Hire Wildman Harrold as Special Counsel

OLDE PRAIRIE: Court Approves as Marcus Clegg Special Counsel
OPTI CANADA: Fails to Make $71MM Interest Payments Due June 15
OPTI CANADA: S&P Cuts Long-Tem Corporate Credit Rating to 'SD'
OUTBOARD MARINE: App. Ct. Rules on Lakefront Property Tax Dispute
OUTLAND PROPERTIES: Voluntary Chapter 11 Case Summary

OUTSOURCE HOLDINGS: Examiner Taps Cole Schotz as Counsel
PARK INSURANCE: A.M. Best Downgrades FSR to 'C++'
PARKER CENTRAL: Given Further Interim Access to Cash Collateral
PENN OCTANE: Standard General Discloses 50.68% Equity Stake
PEREGRINE DEVELOPMENT: Taps Rochelle McCullough as Counsel

PILGRIM'S PRIDE: Trial Starts on Chicken Farmers' Lawsuit
PITTSBURGH CORNING: Fails to Win Plan Approval, Sees Hope
POOP SCOOPIN: Case Summary & 4 Largest Unsecured Creditors
POST STREET: Case Summary & 11 Largest Unsecured Creditors
PRESCOTT RESORT: Voluntary Chapter 11 Case Summary

PUTNAM ORTHOPAEDIC: Case Summary & 2 Largest Unsecured Creditors
PUTNAM REAL ESTATE: Case Summary & Largest Unsecured Creditor
QUANTUM FUEL: To Sell 24,098 Common Stock Units for $7.51 Million
QUEBECOR INC: Moody's Assigns Ba1 Rating to Sr. Unsecured Notes
REALOGY CORP: Bank Debt Trades at 8% Off in Secondary Market

REGAL ENTERTAINMENT: Michael Campbell Takes Leave of Absence
REID PARK: Disclosure Statement Hearing Set for Aug. 4
REOSTAR ENERGY: BTMK Seeks Restriction on Cash Collateral Use
REOSTAR ENERGY: Cash Collateral Hearing Continued to June 30
RIVER EASTCOMPANY: Amends Plan to Specify Clawback Payment

ROANOKE HEALTH: Sells Southern Family Healthcare Clinic
ROCHA DAIRY: Schedules and Statement Due Wednesday
ROCHA DAIRY: Hires Robinson Anthon as Bankruptcy Lawyers
ROCHA DAIRY: Sec. 341 Creditors Meeting Set for July 22
ROCHA DAIRY: Can Use Milk & Cull Cows Proceeds to Fund Bankruptcy

RONALD BRYANT: Must Hire New Counsel to Avoid Case Dismissal
RQB RESORT: Has Access to Goldman Cash Collateral Until Aug. 26
RS & RS: Case Summary & 20 Largest Unsecured Creditors
SAIGON VILLAGE: Can Pay $68,300 Utility and Maintenance Expenses
SAMANTA ROY: Dismissal OK Even Before Exclusivity Expires

SANI ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors
SEAHAWK DRILLING: Amends Proposed Key Employee Incentive Program
SENSIVIDA MEDICAL: Incurs $2.22 Million Net Loss in Fiscal 2011
SEVERSTAL COLUMBUS: S&P Affirms 'B-' Long-term Corporate Rating
SHAKER GARDENS: Case Summary & 4 Largest Unsecured Creditors

SHAMS III: Case Summary & 3 Largest Unsecured Creditors
SHAW GROUP: Moody's Gives Ba1 Rating to Unsecured Bank Facility
SHEARON FARMS: Case Summary & 8 Largest Unsecured Creditors
SIGG SWITZERLAND: Wins Court Approval for Auction
SKYSHOP LOGISTICS: Menachem Kranz Resigns as Director

SMART & FINAL: S&P Affirms CCR at 'B-'; Outlook Negative
SMOKY MOUNTAIN MOTELS: Taps Gribble Carpenter as Bankr. Counsel
SMOKY MOUNTAIN MOTELS: Files List of 14 Largest Unsec. Creditors
SMOKY MOUNTAIN MOTELS: Sec. 341 Creditors' Meeting on June 29
SMOKY MOUNTAIN MOTELS: Can Use GreenBank Collateral Until July 12

SONANA SYSTEMS: Case Summary & 8 Largest Unsecured Creditors
SOUTH EDGE: KB Home, Others to Pay $250 Mil. for Failed Inspirada
SOUTHWEST GEORGIA: Wants Until Aug. 30 to Decide on Leases
SRA INTERNATIONAL: S&P Assigns Preliminary 'B' Credit Rating
SPOT MOBILE: Delays Filing of April 30 Form 10-Q

STATION CASINOS: Completes Chapter 11 Restructuring
STEPHEN YELVERTON: Ludwig & Robinson Suit Stays in State Court
STRATEGIC AMERICAN: Delays Filing April 30 Quarterly Report
STRATEGIC AMERICAN: Extends FSC Certification Company-Wide
SULPHCO INC: Common Stock Delisted from NYSE Amex

TBS INTERNATIONAL: Six Directors Re-elected at Annual Meeting
TEAM HEALTH: S&P Rates $575MM Sr. Sec. Credit Facility at 'BB'
TELCORDIA TECH: Moody's Says Ericsson Sale Modestly Profitable
TEN SIDE: Case Summary & 6 Largest Unsecured Creditors
TERRESTAR CORP: Wants Plan Filing Period Extended to Sept. 19

TERRESTAR NETWORKS: Seeks 8th Amendment to Echo DIP Loan Agreement
TOUSA INC: Hearing on Zurich Settlement Deal Reset for June 21
TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
TWEETER OPCO: Ch. 7 Trustee Allowed to Amend Suit v. Mitsubishi
TXU CORP: Bank Debt Trades at 23% Off in Secondary Market

TXU CORP: Bank Debt Trades at 17% Off in Secondary Market
UNITED CONTINENTAL: United Airlines Resumes Flights After Outage
UNITED CONTINENTAL: UAL Debt Trades at 4% Off in Secondary Market
UNITED STATES OIL: Responds to SEC Suspension Order
UNIVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market

US FIDELIS: Jury Indicts Atkinson Brothers Over Insurance Fraud
US FIDELIS: Former Owners Indicted For Fraud in Missouri
US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market
VIKING SYSTEMS: Three New Directors Appointed to Board
VINEYARD AT SERRA: Case Summary & Largest Unsecured Creditor

VITRO SAB: Judge Rejects Bonuses for U.S. Executives
WIKILOAN INC: Reports $361,600 Net Income in April 30 Quarter
WILLIAMS TYPESETTING: Case Summary & Creditors List
WORLDCOM INC: COBRA Services Not Subject to Telecom Excise Tax
XODTEC LED: Incurs $1.59 Million Net Loss in Fiscal 2011

ZURVITA HOLDINGS: Incurs $1.05 Million Net Loss in April 30 Qtr.

* S&P's 2011 Global Default Tally Rises to 16
* Failed Bank Tally Reaches 47 This Year

* BOND PRICING -- For Week From June 13 to 17, 2011


                            *********


4/H PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 4/H Properties, LLC
        438A Twain Curve
        Montgomery, AL 36117

Bankruptcy Case No.: 11-31489

Chapter 11 Petition Date: June 13, 2011

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: James L. Day, Esq.
                  MEMORY & DAY
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  E-mail: jlday@memorylegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb11-31489.pdf

The petition was signed by Jeremy C. Holley, co-managing member.


600 ALABAMA: Court Lacks Jurisdiction to Issue "Symbolic" Rulings
-----------------------------------------------------------------
Bankruptcy Judge Dennis Montali refused to disqualify the former
Chapter 11 trustee for a debtor, whose case has been converted to
Chapter 7, saying the request was rendered moot by the conversion.
Marin Mortgage Bankers Corporation sought disqualification saying
the court should remove the Chapter 11 trustee for 600 Alabama LLC
anyway as a symbolic gesture.  Judge Montali said the Court lacks
jurisdiction to issue "symbolic" or advisory rulings.  The court
has jurisdiction only to adjudicate a "real, earnest and vital
controversy.  A copy of the Court's June 14, 2011 Memorandum
Decision is available at http://is.gd/huq3fzfrom Leagle.com.

Based in San Francisco, California, 600 Alabama LLC filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 08-31434) on
Aug. 1, 2008.  The Law Offices of Darya Sara Druch, Esq. --
darya@daryalaw.com -- serves as the Debtor's counsel in the
Chapter 11 case.  In its petition, the Debtor estimated less than
$50,000 in assets and $1 million to $10 million in debts.  A
Chapter 11 trustee was appointed in the case.  On Dec. 10, 2010,
the court converted the case to chapter 7 and appointed Andrea
Wirum as liquidating trustee.


ACCELR8 TECHNOLOGY: Posts $124,000 Net Loss in Q3 Ended April 30
----------------------------------------------------------------
Accelr8 Technology Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $123,994 on $240,272 of revenues for
the three months ended April 30, 2011, compared with a net loss of
$361,144 on $19,873 of revenues for the three months ended
April 30, 2010.

The Company reported a net loss of $83,103 on $1.02 million of
revenues for the nine months ended April 30, 2011, compared with a
net loss of $1.16 million on $85,417 of revenues for the nine
months ended April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$6.36 million in total assets, $1.51 million in total liabilities,
and stockholders' equity of $4.85 million.

"Notwithstanding our investments in research and development,
there can be no assurance that the BACcel(TM) system or any of our
other products will be successful, or even if they are successful,
will provide sufficient revenues to continue our current
operations," the Company said in the filing.

The Company has no lines of credit or other bank or off balance
sheet financing arrangements.  The plan of operations for the next
twelve months will require additional capital of approximately
$1,200,000, but current cash balances plus cash flow from
operations is not expected to be sufficient to fund the Company's
capital and liquidity needs for the next twelve months and it will
be required to obtain additional capital through the issuance of
debt or equity securities or other means to execute its plans.

At April 30, 2011, the Company had an accumulated deficit of
$10.19 million.

A copy of the Form 10-Q is available at http://is.gd/4MNy6C

Denver, Colo.-based Accelr8 Technology Corporation (NYSE Amex:
AXK) -- http://www.accelr8.com/-- is a developer of innovative
materials and instrumentation for advanced applications in medical
instrumentation, basic research, drug discovery, and bio-
detection.  Accelr8 is developing a rapid analytical platform for
infectious pathogens, the BACcel(TM) system, based on its
innovative surface coatings, assay processing, and detection
technologies.  In addition, Accelr8 licenses certain of its
proprietary technology for use in applications outside of
Accelr8's own products.


ADVOCATE FINANCIAL: Thomas E. Maher Settles Indebtedness
--------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana authorized Louis M. Phillips, Chapter
11 trustee for Advocate Financial, L.L.C. to compromise the
indebtedness owed Thomas E. Maher to the Debtor's bankruptcy
estate and guaranteed by attorney Vincent J. DeSalvo,
individually, and the law firm of DeSalvo & Harris, on these
terms:

   a. Upon execution of a formalized settlement agreement, the
      trustee will dismiss without prejudice the lawsuit;

   b. Contemporaneous with the execution of a formalized
      settlement agreement, Messrs. Maher and DeSalvo will execute
      two new promissory notes in the amount of $50,000 each,
      interest will accrue at the fixed annual rate of 4.00%; and

   c. The Replacement Notes will be due and payable in five
      years, with monthly payments based upon a 10-year
      amortization schedule or $506 per month.  At the end of the
      five year term, the remaining balance on the Replacement
      Notes or $27,993 will be immediately due and payable.

As reported in the Troubled Company Reporter on May 13, 2011, the
trustee for the bankruptcy estate of the Debtor requested the
entry of an order (i) approving the compromise of the remaining
Client Note indebtedness; and (ii) authorizing the trustee to
execute the Replacement Notes with Mr. Maher and Vincent J.
DeSalvo, Esq., on behalf of the estate.

On Dec. 16, 2010, the Court entered an order approving the
settlement of the State Court Suit.  As part of the settlement,
the estate will receive payment of $111,600 subject to Hancock
Bank's valid and enforceable security interest only.  The
Settlement Proceeds are currently held in trust by Walters
Papillion pending the resolution of Maher's remaining indebtedness
to the estate and the associated lawsuit pending in the U.S.
District Court for the Middle District of Louisiana.

On April 13, 2011, the trustee memorialized the terms of a payment
proposal to satisfy the remaining Client Note indebtedness in the
form of a letter agreement addressed to Darrell Papillion.

                     About Advocate Financial

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as trustee in the
reorganization case of Advocate Financial.


ADVOCATE FINANCIAL: James DeSonier Pays $100,000 to Ch. 11 Trustee
------------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana authorized Louis M. Phillips, Chapter
11 trustee for Advocate Financial, L.L.C., to compromise the
indebtedness owed by James P. DeSonier to the Debtor's bankruptcy
estate on these terms, among other things:

   a. Mr. DeSonier will dismiss a state court appeal;

   b. Mr. DeSonier acknowledges, agrees, affirms and ratifies that
      he, individually, and as proprietor of James P. DeSonier,
      Attorney at Law, is solidarily liable to Advocate in the
      amount of $306,500; and

   c. Mr. DeSonier will make a cash payment in the amount $100,000
      payable to the trustee as: (i) a $50,000 initial payment
      held by the trustee; and (ii) a $50,000 final payment to be
      made within 90 days after execution of the Letter Agreement,
      or not later than July 15, 2011.

As reported in the Troubled Company Reporter on May 17, 2011, the
trustee asked the Bankruptcy Court for permission to execute a
letter agreement with Mr. DeSonier, individually, and as
proprietor of James P. DeSonier, Attorney at Law, compromising the
payment of Mr. DeSonier's debt to Advocate's estate while avoiding
any unnecessary litigation costs.

Advocate on May 2, 2007, filed a Petition for Damages against Mr.
DeSonier commencing Case No. 2007-12114 in the 22nd Judicial
District Court for the Parish of St. Tammany, Louisiana, and a
judgment in favor of Advocate was entered on Jan. 11, 2010, for
$306,500.  Mr. DeSonier appealed.

Mr. DeSonier filed a Chapter 13 petition on Oct. 5, 2010.  The
Chapter 13 petition was dismissed on Jan. 26, 2011.

                     About Advocate Financial

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as Chapter 11
trustee in the reorganization case of Advocate Financial.


AIRPARK VILLAGE: Motion to Use Mile High's Cash Collateral Denied
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has denied
Airpark Village, LLC's motion for authorization to use cash
collateral of Mile High Banks filed March 4, 2011, in light of the
Court's June 16, 2011 order granting Mile High Banks' motion for
relief from automatic stay.

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, in Denver, Colo., serves as the Debtor's bankruptcy counsel.
The Debtor disclosed $15,112,195 in assets and $8,564,158 in
liabilities as of the Chapter 11 filing.


ALERE INC: Moody's Affirms 'B1' Coprorate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of Alere, Inc.,
including the Corporate Family and Probability of Default Ratings
at B1. Concurrently, Moody's assigned a Ba2 rating on the
company's proposed $250 million revolving credit facility expiring
2016, its $700 million senior secured term loan A due 2016 and on
its $750 million senior secured term loan B due 2017. Moody's has
also assigned a Ba2 rating to the company's proposed $300 million
delayed draw term loan A. Moody's also changed its Speculative
Grade Liquidity Rating to SGL-1 from SGL-2 The rating outlook is
stable.

Proceeds from the issuance will be used to repay the company's
approximately $1.2 billion first and second lien term loans,
repurchase $200 million in common stock and fund transaction fees
and expenses.

Following is a summary of Moody's rating actions.

Alere US Holdings, LLC

Ratings Assigned:

   -- $250 million Senior Secured Revolver due 2016 at Ba2
(LGD 2, 27%)

   -- $700 million Senior Secured Term Loan A due 2016 at Ba2
(LGD 2, 27%)

   -- $300 million Senior Securd Term Loan A due 2016 at Ba2
(LGD 2, 27%)

   -- $750 billion Senior Secured Term Loan B due 2017 at Ba2
(LGD 2, 27%)

Alere, Inc.

Ratings affirmed/LGD Assessments Revised:

  -- Corporate Family Rating at B1;

  -- Probability of Default Rating at B1;

  -- $250 million Senior Unsecured Notes due 2016 at B2
(LGD 4, 67% from LGD 4, 64%)

   -- $400 million Senior Subordinated Notes due 2018 at B3
(LGD 5, 85% from LGD 5, 78%)

   -- $400 million Senior Subordinated Notes due 2016 at B3
(LGD 5, 85% from LGD 5, 78%)

Speculative Grade Liquidity Rating at SGL-1

Ratings to be withdrawn:

   -- $150 million Senior Secured Revolver due 2013 at Ba2
(LGD 2, 19%)

   -- $975 million First Lien Term Loan due 2014 at Ba2
(LGD 2, 19%)

   -- $250 million Second Lien Term Notes due 2015 at B1
(LGD 4, 50%)

Alere's B1 rating is constrained by Alere's relatively high
leverage in the context of an acquisitive growth strategy
alongside share repuchases, ongoing reimbursement pressures on
healthcare providers and technological risk inherent in the highly
competitive medical diagnostics industry. Furthermore, although
clearly diversifying, the strategic rationale for Alere's recent
expansion in health management remains unproven and a comparable
valuation against its peers, resulted in a fourth quarter non-cash
charge of $1 billion associated with the impairment of goodwill in
the business.

Nevertheless, the ratings are supported by its strong competitive
position within the point-of-care diagnostic tools market, as well
as its solid cash flow generation. The ratings are further
supported by the company's diverse product offering, and a track
record of technological innovation, positions the company well to
serve hospitals and other healthcare providers.

The stable ratings outlook reflects the company's healthy pipeline
of consumer and diagnostic products and the potential for
continued margin expansion associated with new products and
ongoing efficiency initiatives. The stable outlook incorporates
the assumption that while Alere may incur additional indebtedness
to pursue acquisitions, pro forma adjusted leverage is expected to
be in the 5.0 times range by the end of fiscal 2011.

The ratings could face pressure if Alere's adjusted debt to EBITDA
were to exceed 5.5 times or free cash flow to adjusted debt were
to fall below 5% for a sustained period. Use of incremental debt
in future acquisitions, lower than expected EBITDA, dividend
payments or increased debt-financed stock buyback activities which
bring pro forma metrics to these levels could result in a
downgrade.

Given the company's increased leverage levels and acquisitive
strategy, an upgrade is unlikely in the near term. The outlook
could be changed to positive if the pace of acquisitions slows
considerably from past levels and the company's adjusted debt to
EBITDA declines below 4.0 times and free cash flow to debt remains
at or above 10% on a sustained basis.

The principal methodologies used in rating Alere, Inc. were Global
Medical Products & Device Industry published in October 2009, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
Reported revenues for the twelve months ended March 31, 2011 were
about $2.2 billion.


ALLEN FAMILY: Md. Governor to Help Employees Affected by Filing
---------------------------------------------------------------
Key Parsons at WBOC.com reports that Maryland Gov. Martin O'Malley
announced that his administration would be working to assist
employees and businesses impacted by the Chapter 11 bankruptcy
filing of Allen Family Foods.

According to the report, the Maryland Department of Business and
Economic Development, Talbot County Economic Development, Upper
Shore Workforce Investment Board, and Upper Shore Department of
Labor, Licensing and Regulation offices are prepared to offer a
rapid response for displaced workers, and assistance with job
training, information on job retention/creation incentives and
marketing any Maryland industrial properties.

Gov. O'Malley said the state is also working with the other
poultry companies in Maryland to determine if they can hire
additional employees and growers.

The Maryland Department of Agriculture is looking into USDA
programs that could benefit these producers as well -- including
the Poultry Loss Contract Grant Assistance Program, which has
provided up to $60 million in assistance to poultry growers whose
contracts were terminated because of Allen's bankruptcy.

MDA is also in contact with Mid-Atlantic Farm Credit to determine
available resources.

                        About Allen Family

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods, along with two affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  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.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  BMO Capital Markets is the Debtors'
investment banker. Epiq Systems, Inc., is the claims and notice
agent.


ALLIANCE HEALTHCARE: S&P Affirms CCR at 'BB-'; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Newport
Beach, Calif.-based Alliance HealthCare Services proposed $590
million senior secured credit facilities, consisting of a $470
million term loan B due 2018 and a $120 million revolving credit
facility due 2016. "We rated the facilities 'BB-' (at the same
level as our 'BB-' corporate credit rating on the company) with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P said.

"At the same time, we revised our rating outlook on the company to
negative from stable. Our 'BB-' corporate credit rating on the
company, along with our existing ratings on the company's
outstanding debt, was affirmed," S&P stated.

"The outlook change reflects modestly increasing debt leverage
over the past several quarters, even if considered on a net debt
basis," explained Standard & Poor's credit analyst Cheryl Richer.
"The company has maintained a large cash balance for several
years."

The 'BB-' rating reflects Standard & Poor's expectation that
performance will remain weak, but not worsen, through the
remainder of 2011 because of still-high unemployment. "Our
assessment of Alliance HealthCare's business risk profile as weak
reflects a fragmented and competitive operating environment,
reimbursement risk, somewhat low barriers to entry, and the
relatively high fixed-cost nature of its business. These risks
overshadow a broad U.S. geographic footprint, management's ongoing
adaption to changing industry dynamics, and the company's ability
to capitalize on its hospital relationships. Despite significant
debt leverage (gross debt adjusted for operating leases) of 4.6x
for the 12 months ended March 31, 2011, the company's liquidity is
adequate," S&P added.


AMBAC FINANCIAL: Objects to IRS's $807.2-Mil. Claims
----------------------------------------------------
Ambac Financial Group, Inc. asks Judge Shelley C. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to
disallow the U.S. Department of the Treasury - Internal Revenue
Service Claim Nos. 3694 and 3699 because the Claims are
substantially duplicative of one another, each asserting a
priority claim against the Debtor for $807,243,827.

From 1999 through 2008, Ambac Credit Products LLC, a wholly owned
subsidiary of Ambac Assurance Corporation, sold credit protection
to buyers in the form of credit default swap contracts.  AAC
insured ACP's performance under the CDS Contracts.  Because ACP
is disregarded for federal income tax purposes, AAC was treated
as the party to the CDS Contracts.  Almost all of the CDS
Contracts that ACP entered into from 1999 through 2004 were
substantially similar.  Likewise, substantially all of the CDS
Contracts that ACP entered into from 2005 through 2008 were
substantially similar.

AAC treated the Pre-2005 CDS Contracts as "put options" subject
to the "wait and see" method of accounting for federal income tax
purposes.  Pursuant to this method, AAC did not realize income or
expense until it disposed of a bond received from the exercise of
a credit protection buyer's physical settlement right or the
contract expired unexercised.  AAC also continued applying the
"wait and see" method of accounting with respect to its income
from the payments it received with respect to the Post-2004 CDS
Contracts and thus did not recognize income in either 2005 or
2006 because the contracts neither expired nor terminated.

In 2007, AAC suffered significant losses in its CDS Contract
portfolio for financial and statutory accounting purposes
beginning in 2007.  In preparing its 2007 consolidated federal
income tax return, the Debtor, in consultation with its
accountant KPMG LLP, determined that based upon the differences
between the Pre-2005 CDS Contracts and the Post-2004 CDS
Contracts, the Post-2004 CDS Contract should have been treated as
notional principal contracts or NPCs rather than as put options
subject to the "wait and see" method of accounting.

The proposed regulations promulgated in 2004 by the Treasury
Department concerning NPCs (i) require that a taxpayer use either
of two methods to account for "contingent nonperiodic payments,"
as payments made to credit protection buyers with respect to CDS
Contracts upon the occurrence of a credit event - the
"noncontingent swap" method or the "mark-to-market" method; and
(ii) specify that these two methods apply to NPCs entered into on
or after 30 days after the proposed regulations are finalized.

Because the 2004 Proposed Regulations have not been finalized in
2007 and until now, the Debtor applied the "impairment" method of
accounting to these losses.  The Preamble to the 2004 Proposed
Regulations also provides that taxpayers that have not adopted an
accounting method for NPCs providing for contingent nonperiodic
payments must adopt a method that takes those payments into
account over the life of the contract under a "reasonable
amortization method."

In April 2008, the Debtor filed with the IRS an application for
change in accounting method.  The application was supplemented by
a letter dated September 2, 2008, that clarified that AAC had not
adopted an accounting method with respect to losses incurred with
respect to the Post-2004 CDS Contracts, and that AAC would adopt
the impairment method of accounting with respect to any losses.
The IRS has yet to formally rule on the Accounting Method
Application.

As a result of the application of the impairment method of
accounting with respect to the losses incurred under the Post-
2004 CDS Contracts, the Debtor reported an approximately
$33 million taxable loss for 2007 and $3.2 billion taxable loss
for 2008.  On Sept. 23, 2008, August 11, 2009, and Dec. 21, 2009,
the Debtor filed claims for tentative carryback adjustments as a
result of the carryback to prior taxable years of the net
operating losses reflected on its 2007 and 2008 consolidated
federal income tax returns.

Based on these claims, in December 2008, September 2009, and
February 2010, the IRS refunded to the Debtor $11,470,930,
$252,704,185, and $443,940,722 in Tax Refunds, totaling
$708,115,837.  Pursuant to a tax sharing agreement dated July 19,
1991, among the Debtor and its subsidiaries in its consolidated
tax group, as amended, the Debtor distributed the Tax Refunds to
AAC.

On May 5, 2011, the IRS filed its claims, which list taxes
allegedly due and interest and penalties from those taxes but do
not explain the basis for the claims.

The IRS Claims are premised on the assumption that $708,115,837
in tax refunds paid to the Debtor between December 2008 and
February 2010 on account of carrying back losses that resulted
from its credit default swap contracts were erroneously paid to
the Debtor.  However, the Tax Refunds were not erroneously paid
to the Debtor, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in
New York, argues.

Mr. Ivanick contends that the Debtor is entitled to the Tax
Refunds, and the IRS should not be entitled to assert claims in
respect of those refunds, because AAC's use of the impairment
method beginning in 2007 with respect to the contingent non-
periodic payments under the Post-2004 CDS Contracts was the
initial adoption of a proper method of accounting.

"Even if AAC's use of the impairment method could somehow be
considered an impermissible change in accounting method, the
IRS's withholding of consent from AAC to use the impairment
method should be deemed an abuse of discretion, given that the
Preamble expressly disavowed the 'wait and see' method of
accounting for NPCs with contingent nonperiodic payments, which
AAC had been utilizing up until 2007, and the impairment method
conforms with the Preamble and the IRS's prior guidance," Mr.
Ivanick points out.

In the alternative, even if AAC's use of the impairment method
could somehow be considered improper, the IRS should be equitably
estopped from challenging AAC's use of that method given the fact
that the IRS never formally ruled on the Debtor's Accounting
Method Application and the Debtor's 2007 consolidated federal
income tax return put the IRS on notice of AAC's use of the
impairment method, Mr. Ivanick maintains.

The Court is set to consider the Debtor's objection at a July 19,
2011, hearing.  Objections are due on or before July 5.

                    About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Dist. Court Gives Interim Nod of $27MM Settlement
------------------------------------------------------------------
Ambac Financial Group, Inc. obtained preliminary approval from a
district court of a $33 million settlement to resolve securities
lawsuits accusing the company of misleading investors by hiding
the risks it took on by guaranteeing risky mortgage debt, Reuters
reports.

Judge Naomi Reice Buchwald of the U.S. District Court for the
District of Delaware called the two settlements "fair, reasonable
and adequate," Reuters relays, citing a court order made recently
public.  The district judge has yet to determine a final hearing
on the settlement, Reuters notes.

The $33 million deal consists of two settlements.  The first
settlement provides for a $27,100,000 settlement fund to be
established by the Ambac Defendants.  The other settlement
provides for a $5,900,000 settlement fund to be established by
underwriter defendants to the securities action.

                    About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Begins Filing of Omnibus Claims Objections
-----------------------------------------------------------
Ambac Financial Group, Inc. filed with the Bankruptcy Court 16
separate omnibus objections to 3,682 claims filed in its Chapter
11 case.

Specifically, the Debtor seeks to disallow, expunge, adjust or
reduce:

  (1) 299 claims that assert one or more duplicate claims
      against the Debtor for the same liability in the same
      amount; or claims that are limited exclusively to the
      repayment of certain note obligations, and as to which the
      indenture trustees for seven series of notes issued by the
      Debtor, timely filed proofs of claim on behalf of all
      holders of those claims, a schedule of which is available
      for free at:

       http://bankrupt.com/misc/Ambac_1stOODuplicateClaims.pdf

  (2) 300 claims that assert (a) one or more duplicate claims
      against the Debtor for the same liability in the same
      amount; or (b) claims that are duplicative of the
      Indenture Proofs of Claim, a schedule of which is
      available for free at:

       http://bankrupt.com/misc/Ambac_2ndOODuplicateClaims.pdf

  (3) 297 claims that assert (a) one or more duplicate claims
      against the Debtor for the same liability in the same
      amount; (b) claims that are duplicative of the Indenture
      Proofs of Claim, a schedule of which is available for free
      at:

       http://bankrupt.com/misc/Ambac_3rdOODuplicateClaims.pdf

  (4) 277 claims that assert (a) one or more duplicate claims
      against the Debtor for the same liability in the same
      amount; (b) claims that are duplicative of the Indenture
      Proofs of Claim, a schedule of which is available for free
      at:

       http://bankrupt.com/misc/Ambac_4thOODuplicateClaims.pdf

  (5) 267 claims assert (a) one or more duplicate claims
      against the Debtor for the same liability in the same
      amount; (b) claims that are duplicative of the Indenture
      Proofs of Claim, a schedule of which is available for free
      at:

       http://bankrupt.com/misc/Ambac_5thOODuplicateClaims.pdf

  (6) 293 claims that have been filed after the applicable Bar
      Dates, a schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_6thOOLateClaims.pdf

  (7) 297 claims that have been filed after the applicable Bar
      Dates, a schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_7thOOLateClaims.pdf

  (8) 49 claims that have been filed after the applicable Bar
      Date, a schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_8thOOLateClaims.pdf

  (9) 245 claims that are based solely on a claimant's equity
      ownership interest in the Debtor and, thus, do not
      constitute claims within the meaning of Section 101(5) of
      the Bankruptcy Code, a schedule of which is available for
      free at:

       http://bankrupt.com/misc/Ambac_8thOOEquityInterests.pdf

(10) 300 claims that are based solely on a claimant's equity
      ownership interest in the Debtor and, thus, do not
      constitute claims within the meaning of Section 101(5), a
      schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_9thOOEquityInterests.pdf

(11) 296 claims that are based solely on a claimant's equity
      ownership interest in the Debtor and, thus, do not
      constitute claims within the meaning of Section 101(5), a
      schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_10thOOEquityInterests.pdf

(12) 216 claims that are based solely on a claimant's equity
      ownership interest in the Debtor and, thus, do not
      constitute claims within the meaning of Section 101(5), a
      schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_11thOOEquityInterests.pdf

(13) two claims totaling $28,675 for which claimants failed to
      provide bases for granting priority, administrative or
      secured status to the claims, a schedule of which is
      available for free at:


http://bankrupt.com/misc/Ambac_12thOOMisclassifiedClaims.pdf

(14) 87 claims that lack supporting documentation and/or are
      duplicative of other claims, a schedule of which is
      available for free at:


http://bankrupt.com/misc/Ambac_13thOOUnsubstantiatedClaims.pdf

(15) 71 claims that lack supporting documentation, a schedule
      of which is available for free at:


http://bankrupt.com/misc/Ambac_14thOOUnsubstantiatedClaims.pdf

(16) 288 claims (a) one or more duplicate claims against the
      Debtor for the same liability in the same amount; (b)
      claims that are duplicative of the Indenture Proofs of
      Claim, a schedule of which is available for free at:

       http://bankrupt.com/misc/Ambac_15thOODuplicateClaims.pdf

(17) 98 claims for which insufficient or no supporting
      documentation was attached to the proof of claim and are
      identical to claims asserted in the indenture proofs of
      claim, a schedule of which is available for free at:

        http://bankrupt.com/misc/Ambac_16thOODuplicativeClaims.pdf

                    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.


AMERICA'S SUPPLIERS: Five Directors Elected at Annual Meeting
-------------------------------------------------------------
The annual meeting of stockholders of America's Suppliers, Inc.,
was held on June 10, 2011.  At the meeting, Christopher Baker,
Marc Joseph, Vincent Pino, Justiniano Gomes, and Eric Best were
elected as directors, each to hold office until the Company's next
annual meeting of stockholders or until his or her successor is
elected and qualified.  The appointment of MaloneBailey, LLP as
the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2011, was also ratified at the
meeting.

                    About America's Suppliers

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

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

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

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2009 results.  The independent auditors noted that
Company has suffered an accumulated deficit of $6,949,006 as of
Dec. 31, 2009.  MaloneBailey's opinion on the Company's 2010
financial statements did not include a going concern
qualification.


AMERICAN GREETINGS: Moody's Affirms 'Ba2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service revised American Greetings Corp's
outlook to positive from stable because of the company's improving
credit metrics and operating performance. All ratings were
affirmed. These include the Ba2 Corporate Family Rating, Ba2
Probability-of-Default Rating, Baa3 Revolving Credit Facility
Rating, Ba3 Senior Unsecured Notes Rating and SGL-1 Speculative
Grade Liquidity Rating.

In fiscal 2011, AM generated over $120 million of free cash flow
and increased EBITDA margins almost 200 basis points from last
year. "The company improved its cost structure and streamlined its
operations with the disposition of its retail operations and
successful integrations of Recycled Paper Greetings and Papyrus,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service. "These initiatives have paid off over the last couple of
years and position American Greetings for further growth," he
added. "In the fourth quarter alone, SG&A expenses as percent of
revenue decreased more than 450 basis points," noted Cassidy.

RATINGS RATIONALE

American Greetings Ba2 Corporate Family Rating reflects the
business risks inherent in the greeting card industry, which is
characterized by low or in some cases declining growth rates, its
modest size with revenue around $1.6 billion, weak consumer
branding and heavy competition. The rating also considers the
possibility of American Greetings being modestly more aggressive
with shareholder returns after a couple of years of modest
activity. The ratings are supported by the company's position in
the U.S. greeting card industry as one of the two leading
companies, its long operating history of over 100 years,
predictable demand for its products, and important relationships
with retail customers. A key element to American Greetings' rating
is its efficient cost structure and past strategic acquisitions
and disposition of its retail operations. This has resulted in
strong credit metrics despite revenue declines with debt/EBITDA
around 2 times and retained cash flow/net debt over 50%. Moody's
believes stronger credit metrics are necessary to balance the
mature nature of American Greetings' business.

The rating could be upgraded if revenue increases on a sustained
basis and credit metrics remain at or close to current levels.
Specifically, debt/EBITDA would need to be no higher than 2 times
and retained cash flow/net debt should be no lower than 25%.
Successful integration of the Watermark Publishing acquisition and
continued stability in financial policies are also factors that
will be considered.

The rating could be downgraded if the company increases leverage
to fund shareholder returns or acquisitions such that debt to
EBITDA increases to around 4 times or EBITA/interest approached
2.5 times (currently almost 5 times) on a sustained basis.

The positive outlook reflects Moody's belief that the combination
of expected modest revenue growth, cost efficiency efforts and
strategic acquisitions/dispositions should enable American
Greetings to continue improving or at least maintaining its strong
operating performance and good credit metrics in the near to mid-
term.

Ratings Affirmed:

   -- Corporate Family Rating at Ba2;

   -- Probability-of-Default Rating at Ba2;

   -- Senior Unsecured Notes Due 2016 at Ba3 (LGD 5, 72%)

   -- $350 million revolving credit facility expiring 2015 at Baa3
(LGD 2, 19%);

   -- Speculative Grade Liquidity Rating at SGL-1

The principal methodology used in rating American Greetings was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.6 billion for the year ended
February 28, 2011.


ARCH COAL: S&P Affirms Corporate Credit Rating at 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Arch Coal Inc. The rating outlook is stable.

At the same time, Standard & Poor's took various issue-level and
recovery rating actions on Arch's new and existing debt. It
removed all ratings from CreditWatch, where they were placed with
developing implications on May 2, 2011.

The rating actions follow Arch's announcement that it has
completed the International Coal acquisition as expected and
previously outlined. In conjunction with the acquisition, Arch
closed on $2 billion of senior unsecured debt to partially finance
the merger, refinanced its existing revolving credit facility, and
repaid a portion of International Coal's outstanding debt.

"The stable rating outlook reflects our view that the company's
operating performance will continue to modestly improve primarily
due to our favorable outlook for met coal prices," said Standard &
Poor's credit analyst Fred Ferraro. "The inclusion of a full year
of International Coal's results in 2012 should also strengthen
Arch Coal's reported performance."

Concurrently, Standard & Poor's raised its corporate credit rating
on International Coal Group LLC to 'BB-' (the same as on Arch),
from 'B+', and removed it from CreditWatch, where it was placed on
May 2, 2011, with positive implications. Standard & Poor's will
subsequently withdraw the rating.

The acquisition gives Arch a presence in every major U.S. coal
production region, including the Powder River Basin, Northern
Appalachia, Central Appalachia (CAPP), and the Illinois Basin with
a split of 50% of earnings generated from eastern operations and
50% from western operations. In addition, it adds approximately
1.1 billion tons of predominantly underground coal reserves. Arch
has one of the largest U.S. reserve positions -- approximately 5.5
billion tons -- following the addition of International Coal's
reserve base, about 30% of which consists of metallurgical coal.


AMTRUST FINANCIAL: In Plan Talks with Noteholders
-------------------------------------------------
A hearing was set on June 10, 2011, to consider approval of
adequacy of the disclosure statement explaining AmFin Financial
Corporation's proposed Chapter 11 plan of reorganization, as
amended, but it was cancelled by the Court at the behest of the
Debtors because of a recent development in negotiations with their
noteholders.

AmFin Financial's plan provides that each holder of an allowed
Class 6 unsecured bondholders claim will be treated for
distribution purposes as having a claim equal to 103% of the
preadjustment amount of its Class 6 Claim and will receive, in
full satisfaction of its allowed Class 6 claims, its Pro Rata
portion  of amounts distributable by the Reorganized Debtors.
Each holder of allowed Class 8 other unsecured claim will receive
in full satisfaction of its allowed Class 8 claims, its Pro Rata
portion of amounts distributable by the Reorganized Debtors.
In addition, rights of intercompany claims and equity interest
will not be modified or altered by the Plan.

The Official Committee of Unsecured Creditors objected to the
Disclosure Statement explaining the amended plan because it fails
to provide adequate information about the Plan to allow a party-
in-interest to make an informed decision on whether or not the
terms and conditions of the Plan -- inclusive of the settlements
and compromises -- are beneficial to the Debtors or their estates.

The Bancorp Bank, Federal Deposit Insurance Corporation,
Wilmington Trust Company, and certain current and former officers
and directors of the Debtors also objected to the Disclosure
Statement.

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

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

                      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 GOVERNMENT: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Anchor Government Properties III LLC
        1072 Alum Creek Drive
        Columbus, OH 43209

Bankruptcy Case No.: 11-56265

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Robert J. Morje, Esq.
                  P.O. Box 6545
                  600 South Pearl Street
                  Columbus, OH 43206
                  Tel: (614) 224-8000
                  Fax: (614) 588-8826
                  E-mail: rmorje.attorney@gmail.com

Scheduled Assets: $6,005,000

Scheduled Debts: $15,318,685

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ohsb11-56265.pdf

The petition was signed by Jason L. Gunsorek, manager.


APOLLO MEDICAL: Delays Filing of April 30 Quarterly Report
----------------------------------------------------------
Apollo Medical Holdings, Inc., informed the U.S. Securities and
Exchange Commission that the compilation, dissemination and review
of the information required to be presented in the Form 10-Q for
the period ended April 30, 2011, has imposed time constraints that
have rendered timely filing of the Form 10-Q impracticable without
undue hardship and expense to the Company.  The Company expects to
file such report no later than fifth calendar days after its
original prescribed due date.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.

The Company reported a net loss of $156,331 on $3.89 million of
revenue for the year ended Jan. 31, 2011, compared with a net loss
of $196,280 on $2.44 million of revenue during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed $1.25 million
in total assets, $1.34 million in total liabilities, and a $83,194
total stockholders' deficit.


ARMTEC HOLDINGS: DBRS Places 'BB' Issuer Rating Under Review
------------------------------------------------------------
DBRS has placed the BB (low) Issuer Rating and the BB Senior
Unsecured Debt ratings of Armtec Holdings Limited Under Review
with Negative Implications.  The rating actions follow the
Company's announcement of much weaker than expected first-quarter
results and a weak outlook for the remainder of 2011 in the
Engineering Solutions business.  In addition, DBRS will also
review the recovery rating in light of the poor operating
performance.

Competitive pressure on contract pricing, delays and higher costs
led to a sharp decline in operating income in 2010.  DBRS was
expecting the Company's performance to stabilize in 2011.
However, ongoing competitive pressure, weather-related delays and
operating inefficiencies have led to much weaker results in the
first quarter of 2011.  More worryingly, the Company is not
expecting any meaningful improvement in market conditions in the
near future.  DBRS is concerned that operating results could
continue in the current deteriorating trend.

Armtec had unused credit facilities of about $153 million at the
end of March 2011.  In addition, the Company raised about $58
million with an equity issue on April 13, 2011.  Furthermore, the
Company has suspended its dividends indefinitely, which should
help conserve cash.  Although deemed adequate for now, DBRS
believes that further deterioration in operating performance and
the resultant cash burn could stress the Company's liquidity
position.

DBRS expects the review to conclude within the next few weeks.


ASTORIA GENERATING: S&P Puts 'B' Rating on $300MM Loan on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Astoria Generating Co. Acquisitions LLC's (Astoria Gen) $430
million ($141.7 million outstanding) first-lien term loan due 2013
and its $100 million first-lien working capital facility due
2012 on CreditWatch with negative implications. The recovery is
'1', indicating that lenders can expect a very high (90% to 100%)
recovery of their principal in a default scenario.

"We also placed the 'B' rating on the $300 million ($300 million
outstanding) second-lien term bank loan due 2013 on CreditWatch
with negative implications. The recovery is '3', indicating that
lenders can expect a meaningful recovery (50%-70%) if a payment
default occurs," S&P said.

"We base our rating action on the increased uncertainty of
capacity prices in New York Zone 'J' that support the project's
obligations as reflected by the recent filing with the Federal
Energy Regulatory Commission (FERC) by Astoria Generating Co. L.P
(the owner of the project), the NRG Companies, and TC Ravenswood
LLC regarding their concerns about the New York Independent System
Operator's (NYISO) implementation of the buyer-side market power
mitigation rules," S&P stated.

There is disagreement among stakeholders in the market over
whether certain assets will be mitigated or not, and given that
there is a relatively large amount of new power entering the
market, together with the mechanics of the capacity market
calculation for New York City, an error in mitigation exemption
could lead to significantly higher or lower changes in capacity
prices, making the outcome not very predictable. "Moreover, in our
opinion, the process of establishing the demand curves for the
next three years has been volatile and not yet finalized. Longer
term, we are concerned about continuing unpredictability in the
capacity market," S&P said.

"We will resolve the CreditWatch when there is clarity on the
NYISO's implementation of the buyer-side market power mitigation
rules and the FERC makes a final determination of the demand
curve," S&P related.


ATLANTIS HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atlantis Holdings, LLC
        4649 Carolina Beach Road
        Wilmington, NC 28412

Bankruptcy Case No.: 11-04533

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-04533.pdf

The petition was signed by Matthew DiGioia, member/manager.


AXESSTEL INC: Appoints Mark Fruehan and Patrick Gray to Board
-------------------------------------------------------------
Axesstel has appointed wireless industry veteran Mark Fruehan and
CFO Patrick Gray to its Board of Directors.

Mark Fruehan is currently the Executive Vice President, Sales and
Business Development for AdMarvel, an Opera Software ASA company,
a position that he has held since 2008.  AdMarvel is the world-
wide leader in mobile ad serving, mediation and monetization
infrastructure.  Since 2007, Mr. Fruehan has been a partner with
Mobility partners, a venture capital firm focused on early stage
investments in the wireless, broadband and network transactional
spaces.  From 2001 to 2007, Mr. Fruehan served as Chief Business
Development Officer for VeriSign Communication Services, a
subsidiary of VeriSign, Inc. (Nasdaq: VRSN).  From 1996 to 1999,
he was the Senior Vice President of Corporate Development for
Cellstar Corporation.  During this time CellStar was the largest
mobile device distributor and value added logistics provider for
the wireless telephony market.  At Cellstar, he was responsible
for global business development and mergers and acquisitions.  Mr.
Fruehan currently serves on the Board of Directors of Wau Movil, a
privately held company.  Wau Movil is the largest mobile
transaction provider in Latin America capable of reaching half a
billion subscribers everyday.  Mr. Fruehan received a bachelor of
science in economics from Penn State University.

Mr. Fruehan will take the position of long-time director Jai
Bhagat who elected not to stand for re-election this year, and has
stepped off the Board.  Mr. Bhagat had served as a director of the
Company since 2003.

"We are very pleased to be able to bring Mark Fruehan to our Board
of Directors," commented Osmo Hautanen, Chairman of Axesstel's
Board of Directors.  "We intend to capitalize on Mark's extensive
knowledge of the Tier 1 wireless carriers in the United States as
we focus more of our strategic attention to North America.  Both
the Board and the management of the Company also extend their
sincere appreciation to Jai for the years of service he has
provided."

In addition to Mr. Fruehan, Patrick Gray, the Company's chief
financial officer has also been appointed to the Board.

"Pat has been a significant contributor to the Company," said
Clark Hickock, chief executive officer.  "In addition to
overseeing our financial and accounting operations, he has been
instrumental in shaping our strategic direction, and we look
forward to his contribution as a member of the Board."

The Board is now comprised of five individuals, including two
inside directors: Clark Hickock, the chief executive officer, and
Patrick Gray the chief financial officer.  The Board also has
three members that meet the independence standards under the
Nasdaq and NYSE standards: Mark Fruehan, Richard Gozia and Osmo
Hautanen.


                       About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company reported a net loss of $6.31 million on $45.43 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $10.13 million on $50.82 million of revenue during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$10.35 million in total assets, $23.63 million in total
liabilities, all current, and a $13.28 million total stockholders'
deficit.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.  Additionally, there is uncertainty as to the impact that
the worldwide economic downturn may have on the Company's
operations.


BANKUNITED FIN'L: Committee Amends Plan, Relies on FDIC Deal
------------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a Second Amended Chapter 11 Plan of Liquidation and related
Disclosure Statement.  Under the Plan, administrative claims,
priority tax claims, BUFS secured claims, BUFS general unsecured
claims and CRE general unsecured claims will be paid in full.

In the Disclosure Statement, the Creditors Committee asserts, "The
Debtors maintain that the Plan forfeits an asset that could have
substantial value, namely net operating loss carryforwards, which
will be lost upon confirmation of the Plan or any other
liquidating plan.  However, given the failure of any party to come
forward with a binding offer to serve as a sponsor of a
reorganization plan (despite significant and prolonged efforts at
great expense to the BUFC Estate to find such a sponsor) and the
inability of the Debtors to confirm a plan of reorganization
without such a sponsor, the Committee believes that the Plan
presently is the only viable option and by, among other things,
streamlining costs, is in the best interests of creditors."

BData says the Plan is based, in part, upon the assumption that
the Court will approve a settlement with the FDIC, under which the
FDIC has agreed to amend its proofs of claim from $1 billion to no
more than $45 million.  In the event the Court denies the
settlement with the FDIC, the Committee anticipates that it will
amend the Plan and Disclosure Statement.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BEAR VALLEY: Sec. 341 Meeting on July 13; Status Hearing July 6
---------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a Meeting of Creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the bankruptcy case of Bear Valley Family
Limited Partnership on July 13, 2011, at 10:00 a.m. at RM 1-159,
411 W Fourth St., in Santa Ana.

Prior to that, the Bankruptcy Court will hold a status hearing in
the case on July 6, 2011, at 11:00 a.m. at Crtrm 5D, 411 W Fourth
St., also in Santa Ana.

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  Judge Robert N. Kwan presides
over the case.  The Law Office of Christopher P. Walker, P.C.,
serves as the Debtor's general bankruptcy counsel.  The Debtor
scheduled assets of $14,006,000 and liabilities of $7,353,409.


BEAR VALLEY: Hires Walker Law Office as Bankruptcy Counsel
----------------------------------------------------------
Bear Valley Family Limited Partnership seeks bankruptcy court
permission to employ the Law Office of Christopher P. Walker,
P.C., as its general bankruptcy counsel.

Christopher P. Walker, Esq., charges $200 per hour for his
services.  Legal assistant Laurie A. Hines-Walker charges $95 per
hour.

The Firm has agreed to accept, as an initial retainer, $10,000 --
$1,280 of which has been paid by the Debtors prepetition plus
$1,039 for filing fee -- leaving $7,681 as initial retainer.

Mr. Walker attests that his firm is a disinterested person within
the meaning of Sec. 101(14) of the Bankruptcy Code, and the firm
does not have an interest adverse to the Debtor's estate.

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  Judge Robert N. Kwan presides
over the case.  The Debtor scheduled assets of $14,006,000 and
liabilities of $7,353,409.


BEAR VALLEY: Majority Shareholder Seeks Case Dismissal
------------------------------------------------------
Ronan Armony seeks dismissal of the Chapter 11 case of Bear Valley
Family Limited Partnership.

Mr. Armony said in papers filed with the Bankruptcy Court that he
is the 80% owner and general partner of the Debtor.  According to
Mr. Armony, there has been an ongoing dispute between him and Gary
Kanter, who signed the Debtor's chapter 11 petition, in connection
with the development of a shopping center in Victorville,
California.  Mr. Armony purchased the property and spent
$10 million of his own money in connection with the property.

Mr. Armony said he sued Mr. Kanter in Superior Court in San
Bernardino County for breach of contracts and fraud in connection
with his failure to perform on several agreements.  He said Mr.
Kanter placed the Debtor in bankruptcy in an attempt to avoid
rulings in state court on motions for preliminary injunctions and
a writ of attachment, which were scheduled to be heard June 16,
2011.  He also alleged that the bankruptcy filing was made without
his knowledge or consent, calling the filing "fraudulent".

The Debtor's petition was signed by Mr. Kanter, as managing member
of VV Bear Valley, LLC, the Debtor's purported general partner.

Mr. Armony asks the Court to affirm that he his the Debtor's
general partner, dismiss the bankruptcy case, and issue sanctions
on Mr. Kanter and his bankruptcy counsel for the fraudulent
bankruptcy filing.

Mr. Armony is represented by:

          Brent H. Blakely, Esq.
          Cindy Chan, Esq.
          BLAKELY LAW GROUP
          915 North Citrus Avenue
          Hollywood, CA 90038
          Tel: 323-464-7400
          Fax: 323-464-7410
          E-mail: brentblakely@earthlink.net
                  cchan@blakelylawgroup.com

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  Judge Robert N. Kwan presides
over the case.  The Law Office of Christopher P. Walker, P.C.,
serves as the Debtor's general bankruptcy counsel. The Debtor
scheduled assets of $14,006,000 and liabilities of $7,353,409.


BEST LIFE: A.M. Best Affirms 'B' Financial Strength Rating
----------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb" of BEST Life and Health Insurance Company
(BEST Life) (headquartered in Irvine, CA).

The revised outlook reflects BEST Life's recent return to
profitability and its corresponding increase in capital and
surplus.  The improved surplus level, combined with a reduction in
the size of its book of business, strengthened BEST Life's risk-
adjusted capitalization.

BEST Life's premium revenue and operating results are driven
primarily by its dental, major medical multiple employer trust and
medical stop-loss products to employer groups.  While BEST Life's
exposure to market and regulatory is somewhat mitigated by its
ancillary product lines, two of its largest lines of business have
reported declining premium and losses in recent years.  Although
the company implemented sizeable expense reductions over the past
few years, A.M. Best expects its future operating results could
remain volatile.  Longer term, the regulations and requirements of
national healthcare reform legislation will likely pressure
operating results in BEST Life's major medical multiple employer
trust line of business.


BLOCK 106: Hires Cole Schotz as Bankruptcy Counsel
--------------------------------------------------
Block 106 Development, LLC, asks the Bankruptcy Court to approve
its employment of Cole, Schotz, Meisel, Forman & Leonard, P.A., as
bankruptcy counsel.

Michael D. Sirota, Esq., attests that Cole Schotz does not hold or
represent any interest adverse to the Debtor, its creditors or
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

During the 90-day period before the Petition Date, Cole Schotz
received $8,337 from the Debtor for contemporaneous services
rendered and disbursements and other charges incurred, all in
accordance with the terms and conditions of the Debtor's
prepetition engagement agreement with Cole Schotz.  As a result of
those payments, Cole Schotz does not hold any claim against the
Debtor for pre-petition services rendered.

Before the Filing Date, the Debtor provided Cole Schotz with a
retainer of $91,663.

                   About Block 106 Development

Block 106 Development, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. N.J. Case No. 11-27050) on June 1, 2011.  Judge Donald
H. Steckroth presides over the case.  Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Michael Sciarra of Ursa Development Group, LLC, co-
managing member of the Debtor.

Block 106 is affiliated with Tarragon Corporation and various
related entities which filed for bankruptcy (Bankr. D. N.J. Lead
Case No. 09-10555) Jan. 12, 2009.  Based in New York City,
Tarragon Corp. (NasdaqGS:TARR) -- http://www.tarragoncorp.com/--
is a developer of multifamily housing for rent and for sale.
Tarragon's operations are concentrated in the Northeast, Florida,
Texas, and Tennessee.  Judge Steckroth presided over the Tarragon
case.  Michael D. Sirota, Esq., Warren A. Usatine, Esq., and
Felice R. Yudkin, Esq., at Cole Schotz, represent the Tarragon
Debtors as bankruptcy counsel.

Tarragon's Second Amended and Restated Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection in July 2010.


BLOCK 106: Sec. 341(a) Creditors Meeting Set for June 29
--------------------------------------------------------
The United States Trustee for Region 3 will convene a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy case of Block 106 Development, LLC, on June 29, 2011,
at 2:00 p.m. at Suite 1401, One Newark Center.

Proofs of claim are due Sept. 27, 2011.

                   About Block 106 Development

Block 106 Development, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. N.J. Case No. 11-27050) on June 1, 2011.  Judge Donald
H. Steckroth presides over the case.  Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Michael Sciarra of Ursa Development Group, LLC, co-
managing member of the Debtor.

Block 106 is affiliated with Tarragon Corporation and various
related entities which filed for bankruptcy (Bankr. D. N.J. Lead
Case No. 09-10555) Jan. 12, 2009.  Based in New York City,
Tarragon Corp. (NasdaqGS:TARR) -- http://www.tarragoncorp.com/--
is a developer of multifamily housing for rent and for sale.
Tarragon's operations are concentrated in the Northeast, Florida,
Texas, and Tennessee.  Judge Steckroth presided over the Tarragon
case.  Michael D. Sirota, Esq., Warren A. Usatine, Esq., and
Felice R. Yudkin, Esq., at Cole Schotz, represent the Tarragon
Debtors as bankruptcy counsel.

Tarragon's Second Amended and Restated Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection in July 2010.


BLUFFS LLC: Court Tosses Contractor's Mechanic's Lien
-----------------------------------------------------
Chief Bankruptcy Judge Robert E. Nugent ruled that First
Management, Inc.'s mechanic's lien against the real estate that
comprises The Bluffs fails because it is not reasonably itemized
to the degree required by KAN. STAT. ANN. Sec. 60-1102.  the Court
entered judgment in favor of CFB determining FMI's lien to be
invalid and unenforceable.  FMI is allowed an unsecured claim in
the amount of $873,295.69.

CoreFirst Bank and Trust challenged the priority, validity, and
amount of the lien pursuant to the lawsuit, Corefirst Bank &
Trust, v. First Management, Inc.; The Bluffs, LLC; Alan E Meyer;
John R. Pratt; and Dovetail Builders 2, L.L.C., Adv. Proc. No. 10-
5263 (Bankr. D. Kan.).

FMI served as general contractor for the construction of The
Bluffs over a three-year period beginning in December 2005, and
ending in May 2009.   CFB was the assignee of the notes and
mortgages of First National Bank of Kansas, the lead construction
lender.

A copy of Judge Nugent's June 13, 2011 Memorandum Opinion is
available at http://is.gd/PoaEulfrom Leagle.com.

Overland Park, Kansas-based The Bluffs LLC owns an apartment
complex.  The Company filed for Chapter 11 protection (Bankr. D.
Kans. Case No. 09-11978) on June 25, 2009.  Bruce J. Woner, Esq.,
at Woner Glenn Reeder Girard & Riordan P.A., represents the Debtor
in its restructuring efforts.  The Debtor disclosed total assets
of $60,000,000 and total debts of $54,784,928.


BPP TEXAS: Plan Disclosures Okayed; Sets July 28 Hearing
--------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Brenda T. Rhoades on Wednesday approved a disclosure
statement filed by six units of BPP LLC after the hotel operator
agreed to amend both the document and its plan to sell off its
hotels.

Law360 relates that Judge Rhoades said the changes made by the BPP
units and submitted in an amended disclosure statement Tuesday
were acceptable, and set a July 28 confirmation hearing for the
debtor's liquidation plan.  Under that plan, BPP intends to sell
off 22 hotels in Texas, Wisconsin.

                          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.


CALPINE CORP: Settlement Approved, Final Shares Distributing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Calpine Corp. received bankruptcy court approval
June 16 for a $110 million settlement resolving the only
significant disputed claim remaining in the Chapter 11
reorganization the power producer completed in early 2008.

As reported in the June 3, 2011 edition of the Troubled Company
Reporter, the settlement is with the holders of certain Class 12
claims, holders of third-lien notes who contended they were
entitled to $300 million from a combination of interest at the
default rate and a so-called make-whole premium allegedly owing as
the result of premature repayment of the debt.  Calpine will sell
some of the stock reserved under the plan to generate $110 million
to pay the settlement.  The balance of the reserve shares, if any,
after all claims are settled will be distributed to unsecured
creditors.  There are approximately 44 million shares currently
held in the reserve, which shares were included in the Company's
486 million weighted average shares outstanding as of March 31,
2011.

                          About Calpine

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

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

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

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


CARESTREAM HEALTH: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 94.00 cents-
on-the-dollar during the week ended Friday, June 17, 2011, a drop
of 0.74 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 22, 2017, and
carries Moody's B1 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Carestream Health

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended Sept. 30, 2010,
Carestream had revenues of $2.3 billion.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc.  Concurrently, Moody's assigned a 'B1' to the
proposed $2 billion credit facility including a $150 million first
lien senior secured revolver and a $1.85 billion first lien term
loan.  Proceeds of the proposed credit facility will be used to
retire the existing first and second lien credit agreements and
pay a $200 million dividend to equity sponsor, Onex.  The outlook
for the ratings is stable.

The 'B1' corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  The ratings outlook could improve if the company is
able to more than offset the decline in the film business with
growth in its other businesses such that the company demonstrates
sustained revenue and profitability growth.

The TCR also reported that Standard & Poor's assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health, Inc.'s
proposed new $2 billion senior secured credit facility.  The
recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a default scenario.
S&P expects the company to use the proceeds to refinance existing
debt and pay a $200 million dividend to sponsor Onex Corp.  The
proposed facility includes a $150 million revolver.  At the same
time, S&P affirmed Carestream's 'B+' corporate credit rating.  The
outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down debt.


CAROLINA MARINA: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carolina Marina and Yacht Club, LLC
        1512 Burnett Road
        Wilmington, NC 28409

Bankruptcy Case No.: 11-04559

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Dean R. Davis, Esq.
                  ALLEN, MACDONALD & DAVIS, PLLC
                  1508 Military Cutoff Road, Suite 102
                  Wilmington, NC 28403
                  Tel: (910) 256-6558
                  Fax: (910) 256-6538
                  E-mail: allenmac1508@yahoo.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-04559.pdf

The petition was signed by Timothy Harley Ward, member-manager.


CENTENE CORP: A.M. Best Affirms Issuer Credit Rating at 'bb-'
-------------------------------------------------------------
A.M. Best Co. has affirmed the issuer credit rating of "bb-" and
debt ratings of Centene Corporation (headquartered in St. Louis,
MO)  and the financial strength ratings (FSR) of B+ (Good) and
ICRs of "bbb-" of the majority of its insurance subsidiaries.  The
outlook for these ratings is stable.

Concurrently, A.M. Best has upgraded the ICR to "bbb+" from "bbb"
and affirmed the FSR of B++ (Good) of Centene's subsidiary, Celtic
Insurance Company (Chicago, IL).  The outlook for these ratings is
stable.

In addition, A.M. Best has assigned a debt rating of "bb-" to $250
million 5.75% senior unsecured notes due 2017 issued by Centene.
The outlook assigned to this rating is stable.

A.M. Best also has withdrawn the debt rating of "bb-" on Centene's
$175 million 7.25% senior unsecured notes due 2014.

The affirmation of Centene's ratings is based on its multi-state
market presence as it currently manages Medicaid contracts in
eight states with start-up operations in three additional states.
Centene has consistently recorded premium revenue growth over the
last five years, driven by organic growth, acquisitions and new
state contracts.  Additionally, the revenue from Centene's
specialty services operations has grown to approximately 25% of
operating income for the organization.

Centene's financial flexibility is supported by parent company
cash, subsidiary dividends and a $350 million revolving credit
agreement. Centene's financial leverage was 28.4% as of March 31,
2011; it is expected to increase slightly in the near term with
improvement through the year.  Interest coverage was approximately
10 times at year-end 2010 and is expected to remain at
approximately the same level for the full year 2011.

Offsetting factors include Centene's revenue and net income
dependence on state and federally funded Medicaid programs, which
are under pressure due to budget constraints and general economic
conditions.  Although Centene continues to make capital
contributions in support of its subsidiaries, the risk-based
capitalization of the Medicaid insurance subsidiaries is
considered modest.  Additionally, Centene's managed Medicaid
results are being negatively affected by operations in Florida,
which are incurring significant operating losses due to higher
than anticipated medical utilization.

The ICR upgrade of Celtic Insurance Company reflects its favorable
operating performance as it has reported profitable earnings for
the past five years.  In addition, the level of risk-based capital
has remained stable after paying a sizeable dividend in 2008
shortly after Celtic Insurance Company was acquired by Centene.
Celtic Insurance Company is Centene's main subsidiary that
provides health products targeted at the uninsured and
underinsured in the commercial individual and small group market
segments on a stand-alone basis and in conjunction with state
subsidized programs.

The FSR of B+ (Good) and ICRs of "bbb-" have been affirmed for the
following subsidiaries of Centene Corporation:

--Peach State Health Plan, Inc.
--Superior Health Plan, Inc.
--Buckeye Community Health Plan, Inc.
--Coordinated Care Corporation Indiana, Inc.
--Managed Health Services Insurance Corporation
--Absolute Total Care, Inc.
--Sunshine State Health Plan Inc.
--Bankers Reserve Life Insurance Company of Wisconsin


CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 90.73 cents-
on-the-dollar during the week ended Friday, June 17, 2011, a drop
of 0.46 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion
in total assets, $218.86 million in total current liabilities,
$2.62 billion in long-term debt, and a stockholders' deficit of
$47.89 million.  Claire's Stores carries 'Caa2' corporate family
and probability of default ratings, with 'positive' outlook, from
Moody's Investors Service, and 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to Caa2 from Caa3.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending October 30, 2010, Claire's debt to EBITDA was very
high at 9.3 times.


CLEAR CHANNEL: Bank Debt Trades at 15% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 84.84 cents-on-the-dollar during the week ended Friday, June
17, 2011, a drop of 1.24 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 195 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and a $7.20 billion shareholders'
deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


On June 13, 2011, Fitch Ratings assigned a 'CCC/RR4' rating to
Clear Channel Communications' $750 million senior secured notes
offering, which is an add-on to the $1 billion 9.0% senior secured
notes maturing March 2021 that were issued in February 2011.
Fitch currently has a 'CCC' Issuer Default Rating on Clear
Channel.  The Rating Outlook is Stable.

Fitch expects $250 million of the proceeds will be used to repay
Clear Channel's 5.0% senior unsecured legacy note maturity in
March 2012.  The remainder will be used for general corporate
purposes, including replenishing approximately $333 million of
cash on hand that the company deployed to repay senior unsecured
legacy notes in March and May 2011 (combined with $500 million of
the original February issuance), which is allowed under the
recently amended credit agreement (amended February 2011).  Clear
Channel also disclosed that it would voluntarily repay the $321
million outstanding under its asset-backed loan (ABL) facility
prior to the completion of the offering.


COLBY-SAWYER COLLEGE: Moody's Upgrades Bond Ratings From 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has upgraded to A2/VMIG 1 from Ba3/SG
the rating of the New Hampshire Health and Education Facilities
Authority Revenue Bonds (Colby-Sawyer College Issue), Series 2006
in conjunction with the substitution of the current letter of
credit securing the Bonds provided by Allied Irish Banks p.l.c.
with the letter of credit to be provided for the Bonds by RBS
Citizens, National Association.

SUMMARY RATINGS RATIONALE

Upon the substitution of the letter of credit, currently scheduled
for June 16, 2011, the rating will be based upon: (i) the direct-
pay letter of credit provided by the Bank; (ii) the structure and
legal protections of the transaction, which ensure timely payment
of debt service and purchase price to bondholders; and (iii)
Moody's evaluation of the credit quality of the Bank issuing the
letter of credit.

RBS Citizens, N.A. is currently rated A2 for long-term other
senior obligations and Prime-1 for short-term OSO.

DETAILED CREDIT DISCUSSION

Interest Rate Modes and Payment

The Bonds will continue to bear interest in the weekly rate mode
and interest will continue to be paid on the first business day of
each month. The trust indenture permits conversion of the Bonds,
in whole, to bear interest at a semiannual, multi-annual, or fixed
rate mode and are subject to mandatory tender at a price of par
plus accrued interest upon conversion. Moody's rating on the Bonds
applies only to Bonds bearing interest in the weekly rate mode.

Additional Bonds

The issuance of additional Bonds is permitted in the Bond
Indenture. The trustee must receive prior written confirmation
from Moody's that the rating on the current outstanding Bonds will
not be reduced or withdrawn as a result of the issuance of the
additional bonds.

Flow of Funds

The trustee is instructed to draw under the letter of credit in
accordance with its terms on or prior to payment date at the times
and in the amounts required to provide for the payment when due of
the principal and accrued interest thereon. The trustee shall draw
under the letter of credit by 9:30 a.m. for purchase price on each
purchase date to the extent remarketing proceeds received are
insufficient. Bonds which are purchased by the Bank due to a
failed remarketing will not be released by the trustee unless the
trustee has received confirmation that the letter of credit has
been reinstated in the amount of the purchase price drawn for such
bonds. (All times refer to local time in effect in New York, New
York).

Letter Of Credit

The letter of credit is sized for full principal plus forty-four
(44) days of interest at the maximum rate applicable to the Bonds
(10%) and will provide coverage for Bonds while they bear interest
in the weekly rate interest mode only. The letter of credit shall
be governed and construed in accordance with the International
Standby Practices, Publication No. 590 (ISP 98).

Draws On the Letter Of Credit

Conforming draws for principal or interest presented to the Bank
at or prior to 10:00 a.m. on a business day will be honored by the
Bank by 2:00 p.m. on the same business day. Conforming draws for
purchase price presented to the Bank at or prior to 10:00 a.m. on
a business day will also be honored by the Bank by 2:00 p.m. on
the same business day. (All times refer to local time in effect in
Manchester, New Hampshire).

Reinstatement of Interest Draws

Draws made under the letter of credit for interest shall be
automatically reinstated on the tenth (10th) calendar day
following an interest drawing unless the trustee receives prior
written notice from the Bank that the interest component of the
letter of credit will not be reinstated. If the trustee receives
such notice of non-reinstatement from the Bank, the Bonds are
subject to acceleration. The trustee shall declare all Bonds then
outstanding to be due and payable immediately, and upon such
declaration, all principal and interest accrued thereon shall
become and be immediately due and payable. The interest shall
cease to accrue upon such declaration of acceleration.

Reimbursement Agreement Defaults

Pursuant to the Bond Indenture, the Bank may, at its option,
deliver written notice to the trustee stating that an event of
default under the reimbursement agreement has occurred and direct
the trustee to cause an acceleration of the Bonds. The trustee
shall declare all Bonds then outstanding to be due and payable
immediately, and upon such declaration, all principal and interest
accrued thereon shall become and be immediately due and payable.
The interest shall cease to accrue upon such declaration. The
trustee shall immediately draw on letter of credit. The letter of
credit will terminate on the fifteenth (15th) business day
following trustee's receipt of notice from the Bank specifying the
occurrence of an event of default under the reimbursement
agreement directing the trustee to accelerate the Bonds.

Expiration / Termination of the Letter Of Credit

The letter of credit will terminate upon the earliest to occur of:
(i) close of business on June 15, 2014; (ii) close of business of
the Bank on the fifteenth (15th) business day following the date
the trustee receives notice from the Bank specifying the
occurrence of an event of default under the reimbursement
agreement directing the trustee to accelerate the Bonds; (iii) the
honoring by the Bank of the final drawing available under the
letter of credit; (iv) receipt by the Bank of a certificate from
an authorized officer stating that a substitute letter of credit
has been accepted; (v) receipt of the Bank of a certificate from
an authorized officer stating that no Bonds remain outstanding; or
(vi) one (1) business day after the conversion of the Bonds to a
rate mode other than weekly.

Substitution

Substitution of the letter of credit is permitted. The Bonds are
subject to mandatory tender on the effective date of the
substitute letter of credit.

Optional Tenders

Bondholders may, at their option, tender their Bonds during the
weekly rate mode, on any business day by providing written notice
to the paying agent by 5:00 pm at least seven (7) days prior to
the purchase date. (All times refer to local time in effect in New
York, New York).

Mandatory Purchases

The Bonds are subject to mandatory tender on these dates: (i) each
interest rate conversion date; (ii) the tenth (10th) calendar day
preceding the expiration of the letter of credit; or (iii) on the
effective date of an alternate letter of credit.

Mandatory Redemption

The Bonds are subject to mandatory sinking fund redemptions.

WHAT COULD CHANGE THE RATING-UP

Long-Term: The long-term rating on the Bonds could be raised if
the long-term OSO rating on the Bank was upgraded.

Short-Term: Not applicable.

WHAT COULD CHANGE THE RATING-DOWN

Long-Term: The long-term rating on the Bonds could be lowered if
the long-term OSO rating on the Bank was downgraded.

Short-Term: The short-term rating on the Bonds could be lowered if
the short-term OSO rating on the Bank was downgraded.

KEY CONTACTS

Trustee: U.S. Bank, N.A.

Remarketing Agent: George K. Baum & Company

The last rating action on the Bonds took place on April 18, 2011
when the long-term rating was downgraded to Ba3 from Baa3 (on
watch) and the short-term rating was downgraded to SG from VMIG 3
(on watch).

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Moody's
Methodology for Rating U.S. Public Finance Transactions Based on
the Credit Substitution Approach (August 2009).


CONMED CORP: S&P Withdraws 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB-' corporate credit rating, on Utica, N.Y.-based medical
device producer ConMed Corp., at the company's request.


CONTECH CONSTRUCTION: Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Contech
Construction Products, Inc., is a borrower traded in the secondary
market at 82.48 cents-on-the-dollar during the week ended Friday,
June 17, 2011, an increase of 0.68 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 31, 2013, and carries Moody's Caa1 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 195 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                    About Contech Construction

Headquartered in West Chester, Ohio, Contech Construction
Products, Inc. -- http://www.contech-cpi.com/-- makes,
distributes, and installs civil engineering products related to
environmental storm water, drainage, bridges, walls, and earth
stabilization.  Contech has dealers, distributors, or
manufacturing plants in all 50 U.S. states and a national sales
organization of more than 350 people.  Investment firm Apax
Partners owns Contech.

As reported by the Troubled Company Reporter on June 6, 2011,
Standard & Poor's revised its outlook on West Chester, Ohio-based
Contech Construction Products, Inc., to negative from stable.  "At
the same time, we affirmed our ratings on Contech, including the
'B-' corporate credit rating," S&P stated.

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


CROSSOVER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Crossover Financial I, LLC
        P.O. Box 2645
        Elizabeth, CO 80107

Bankruptcy Case No.: 11-24257

Chapter 11 Petition Date: June 15, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  NICHOLLS & ASSOCIATES, P.C.
                  1850 Race Street
                  Denver, CO 80206
                  Tel: (303) 329-9700
                  E-mail: steve.nicholls@nichollslaw.com

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

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

The petition was signed by Mitchell B. Yellen.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
DeCelles Family Trust              --                   $1,710,135
1358 Swanson Court
Vallejo, CA 94591

Schwartzbach, Stephen              --                   $1,485,094
2250 Riebli Road
Santa Rosa, CA 95404

Harmon, Donna                      --                   $1,372,548
95 Marland South
Colorado Springs, CO 80906

Garner, Lana                       --                   $1,353,331
14535 E. Cherry Street
Larkspur, CO 80118

DeCelles, Phillip                  --                   $1,230,087
1124 State Lane
Yountville, CA 94559

Craig, Rick                        --                     $961,688
3206 Von Uhlit Ranch Road
Napa, CA 94558

Brown, Curt and Natelle            --                     $892,156
51 W. Ranch Tri
Morrison, CO 80465

Wells, Linda                       --                     $695,733
P.O. Box 324
The Sea Ranch, CA 95497

Craig, Rick                        --                     $686,268
3206 Von Uhlit Ranch Road
Napa, CA 94558

Wilson, C.B. and Patricia          --                     $559,719
2662 N. Boulder Mountain
Mesa, AZ 85207

Reineke, Ross                      --                     $557,259
10864 Bobcat Terrace
Lone Tree, CO 80124

McBride, James                     --                     $554,505
40 Burning Tree Court
Napa, CA 94558

Bowman, William and Geri           --                     $549,021
4255 Saddle Rock Road
Colorado Springs, CO 80918

Cupples, Gordon                    --                     $549,021
2839 Mountain Springs Road
Reno, NV 89519

Deis, Donna                        --                     $549,021
2680 Fairway Drive
Colorado Springs, CO 80909

Brown, Curt and Natelle            --                     $539,954
51 W. Ranch Tri
Morrison, CO 80465

House, James                       --                     $480,392
3965 Serenity Place
Colorado Springs, CO 80908

Foster, Maxine                     --                     $478,369
1305 Marylyn Circle
Petaluma, CA 94954

Integrity Bank                     --                     $466,671
Randy Rush
5550 Powers Center Point
Colorado Springs, CO 80920

Toelle, Bruce                      --                     $422,742
557 Catherine Court
Santa Rosa, CA 95409


CRYSTAL CATHEDRAL: Plans to Sell Church to Pay Creditors
--------------------------------------------------------
Britt Towery at the San Angelo Standard Times, citing a report
from the Religious News Service, says that the Crystal Cathedral
has announced plans to sell its iconic glass-walled church in
Southern California to pay back creditors and overcome bankruptcy.

Rev. Robert H. Schuller, famous for his television "Hour of Power"
and the beautiful Crystal Cathedral worship center, has retired.
His daughter Rev. Sheila Schuller Coleman, was made senior pastor
and primary preacher.

The reorganization plan has Rev. Sheila Schuller Coleman receiving
a salary of around $70,000 a year.  The church also hired a chief
financial officer for $300,000 a year.

                    About Crystal Cathedral

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

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

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


CRYSTALLEX INT'L: Incurs $14.9-Mil. Net Loss in First Quarter
-------------------------------------------------------------
Crystallex International Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form 6-
K, reporting a net loss and comprehensive loss of US$14.95 million
for the three months ended March 31, 2011, compared with a net
loss and comprehensive loss of US$8.19 million for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed US$38.41
million in total assets, US$114.80 million in total liabilities
and a US$76.39 million total deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/SwMNpt

                   About Crystallex International

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

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


DAIS ANALYTIC: Amends 2009 Annual Report to Correct Errors
----------------------------------------------------------
Dais Analytic Corporation filed Amendment No. 1 to Form 10K
originally filed on March 30, 2010, for the year ended Dec. 31,
2009, to restate the Company's audited financial statements to
reflect the reclassification of certain warrants from equity to
liabilities to properly account for the effect of the Company
applying the guidance of Accounting Standards Codification 815-40
(ASC 815-40) (which became effective Jan. 1, 2009) to warrants
which had been issued in December 2007, January 2008 and August
2008, in connection with convertible promissory notes.  Upon
further review of the warrants, it was determined that these
warrants were not indexed to the Company's stock in the original
Form 10K for Dec. 31, 2009, and are required to be recorded as
liabilities.

The Company's restated statement of operations reflects a net loss
of $7.11 million on $1.53 million of revenue for the year ended
Dec. 31, 2009, compared with a net loss of $3.38 million on $1.53
million of revenue, as originally reported.

The Company's restated balance sheet at Dec. 31, 2009, showed
$1.62 million in total assets, $8.87 million in total liabilities
and a $7.25 million total stockholders' deficit, compared with
$1.62 million in total assets, $4.29 million in total liabilities
and a $2.67 million total stockholders' deficit.

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

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.27 million in total assets, $11.35 million in total
liabilities, and a $8.08 million total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DEEP DOWN: Enters Into 3rd Amendment to Whitney Credit Agreement
----------------------------------------------------------------
Deep Down, Inc., entered into the Third Amendment to Amended and
Restated Credit Agreement with Whitney Bank, a Louisiana state
chartered bank.  Under the Third Amendment, Whitney agreed to
modify the requirement of the tangible net worth covenant under
the credit agreement to be $13,000,000 from a previous amount of
$15,000,000.  Moreover, under the Third Amendment, Whitney agreed
to extend further credit to Deep Down in the form of a single
advance term loan in the amount of $800,000 for the purpose of
effecting a purchase of 8,350,000 shares of the Company's
outstanding common stock.  Outstanding principal of the additional
term loan is to accrue interest at a rate of 6.5% per annum, and
the Company is obligated to make monthly repayments of principal
of the additional term loan in the amount of $65,000 beginning
July 1, 2011.  The additional term loan is scheduled to mature on
April 15, 2012, which is the same date that all of Deep Down's
other remaining indebtedness is scheduled to mature under the
credit agreement.  As with Deep Down's other outstanding
indebtedness under the credit agreement, outstanding amounts of
the additional term loan are secured by a security interest in all
of Deep Down's assets.

In conjunction with the entry into the Third Amendment, Deep Down
entered into a Stock Repurchase Agreement on June 9, 2011, with
Whitney Bank, pursuant to which Deep Down committed to purchase
8,350,000 shares of the Company's outstanding common stock for a
total purchase price of $818,300.  Whitney Bank obtained such
shares of the Company's common stock from a former officer and
director of Deep Down.  Deep Down completed the purchase of the
shares from Whitney Bank on June 9, 2011, using proceeds from the
additional term loan arising pursuant to the Third Amendment.

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

The Company reported a net loss of $17.41 million on $42.47
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $16.78 million on $28.81 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $30.08
million in total assets, $8.62 million in total liabilities and
$21.46 million in total stockholders' equity.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.


DEX MEDIA EAST: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 75.21 cents-on-
the-dollar during the week ended Friday, June 17, 2011, a drop of
0.95 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Dex Media East

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

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 85.21cents-on-the-
dollar during the week ended Friday, June 17, 2011, a drop of 0.74
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Dex Media West

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

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

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


DAILY ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Daily Enterprises, Inc.
        dba Valley Sporting Goods
        1700 McHenry Avenue, Space D-50
        Modesto, CA 95350

Bankruptcy Case No.: 11-92118

Chapter 11 Petition Date: June 13, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

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

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

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

The petition was signed by Darren Daily, president.


DRUMMOND CO: S&P Retains Watch Developing on 'BB-' Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on U.S.-based coal
producer Drummond Co. Inc., including the 'BB-' corporate credit
rating, remain on CreditWatch with developing implications.

"The developing implications indicate that we could affirm, raise,
or lower the ratings following completion of our review," said
Standard & Poor's credit analyst Maurice Austin.

Standard & Poor's initially placed the ratings on CreditWatch on
July 22, 2010, following press reports suggesting that Drummond
was exploring the potential sale of its Colombian operations,
which account for about 80% of its consolidated EBITDA.

The continued CreditWatch listing follows the announcement by
Drummond Co. Inc., and affiliates, that it had reached a
partnership agreement with Japan-based ITOCHU Corp. Drummond will
own 80% and ITOCHU will own 20% of a new entity, Drummond
International LLC, that will own and operate the Colombian coal
mining operations and transportation infrastructure currently
owned 100% by Drummond. Drummond management expects the
transaction to close by the end of 2011 subject to regulatory
approvals.

Although the proposed transaction will help finance an ongoing
capital program in Colombia, continued uncertainty exists
regarding the use of the entire proceeds of the sale and its
possible impact on Drummond's capital structure.


E-DEBIT GLOBAL: Finalizes National Marketing Program
----------------------------------------------------
E-Debit Global Corporation has finalized its E-Debit International
Inc. national marketing program.

"As previously announced and in partnership with the Canadian
Interac Association, (a debit transaction world leader which
developed and operates the Canadian National network of two
shared electronic financial services: ATM transactions and debit
transactions) and ACI Worldwide Solutions Inc's, Base 24-eps "On
DemandTM hosted Switching Platform, E-Debit over the past 16
months, has established an unparalleled "end to end" payment
delivery and processing solution built on the foundation of its
ATM and POS networks experience.

In addition, our investments into securing state of the art
technological expertise with our equity stake in E-Backup Inc.,
has allowed E-Debit economies of scale allowing for the cost
effective technical development, speed in facilitating the
standardization of our payment platforms and consolidation of
hardware components and human resources.

The introduction of EMV (the payment and security standard for
interoperation used for authenticating credit and debit card
payments at chip enabled terminals developed for payment systems
by Europay, MasterCard and Visa and introduced by the Interac
Network) was a technically challenging transition, stated Doug Mac
Donald, E-Debit's President & CEO, and with our completed
certifications, we now have the opportunity to move our focus to
growing our business operations.

The introduction to our leasing and exchange program has been very
successful to date.  This has resulted in increases to our per ATM
revenue and site evaluations of a minimum of twenty percent (20%)
with averages of forty to sixty percent (40-60%) being experienced
on the initial lease placements and will form the backbone of our
marketing program both for ATM and POS replacement due to EMV
upgrade requirements.

Built on our legacy distribution network, augmented by our joint
venture marketing agreements combining Capital Six Limited and
Great West ATM/POS and the advancement of our Matrix based
distribution system, we are now able to commence an expanded
marketing system and program focusing on our historic revenue
market of ATM and POS sales, placement and leasing.  In addition,
our equity position within the prepaid marketplace with Smart Pay
Inc. combined with our EMV certified processing capabilities, have
expanded our marketplace product lines which have the benefit of
significant PRICE POINT ADVANTAGES BOTH FOR OUR DISTRIBUTION
NETWORK AND E-DEBIT.

We have worked very hard at building a supporting infrastructure
to support our marketing arm at a significant cost to the company.
I am excited about the potential that is presently in front of us,
not only in our historic business lines, but in the payment
processing and prepaid, debit and credit business space
originating in North America and expanding worldwide.  Our
expectations reflect our historic residual revenue experience with
the ATM/POS replacement and anticipate similar returns on our
efforts of the past year and a half, added Mr. Mac Donald.

                  About E-Debit Global Corporation

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

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

                           Going Concern

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

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

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


ELLIPSO INC: Court Reviews Ruling on Mann et al. Counterclaims
--------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., issued a decision addressing
motions regarding certain creditors' counterclaims that were
dismissed in a civil action the debtor pursued in the District
Court, and whether those counterclaims ought to be allowed as
claims against the estate in the bankruptcy case if the creditors
were to succeed in an appeal they have taken from the dismissal of
the counterclaims.  Judge Teel noted that the creditors have
dragged their feet by not promptly pursuing the appeal in the
Court of Appeals, and the Court of Appeals might or might not
decide that the failure to prosecute warrants dismissal of the
appeal.  If the appeal is allowed to go forward, and the creditors
were to prevail on appeal, the issue of whether the counterclaims
can be pursued in bankruptcy court as claims against the estate
has not been properly framed for decision.  Judge Teel said the
issue is not a F.R.B.P. Rule 9006 issue as the trustee and the
debtor asserted in a Joint Motion, and the court erred to the
extent that an interim decision could be viewed as placing the
burden on the creditors to file a motion for a declaratory
judgment as to whether, if they prevail on appeal, they can obtain
relief from the order disallowing the counterclaims as claims
against the estate.

On June 14, 2006, Ellipso, Inc., commenced a civil action against
John B. Mann, Robert B. Patterson, and Mann Technologies, LLC,
among others, in the United States District Court for the District
of Columbia, Case No. 05-cv0-1186.  The debtor's suit stemmed from
a loan between itself and Mann Technologies arranged by Mr.
Patterson.  Each of the Creditors asserted counterclaims in the
District Court suit seeking to recover based on, among other
things, breach of contract, quantum meruit, unjust enrichment,
fraud, fraudulent inducement, and conspiracy.  The District Court
subsequently dismissed both the debtor's and Creditors' claims in
the case.  Both the debtor and the Creditors appealed the
dismissal.  The Creditors' appeals were stayed upon the debtor's
bankruptcy filing.

John Mann and Mann Technologies moved for relief from the
automatic stay to allow them to conclude the District Court suit.
In a memorandum decision and order entered March 13, 2009, Judge
Teel lifted the stay to allow Mann and Mann Technologies "to
pursue their claims against the debtor in the civil action pending
in the United States District Court for the District of Columbia,"
but, importantly, not "with respect to: (1) the prosecution of any
pending appeal from orders or judgments of the District Court in
the civil action addressing any claim against the debtor, and (2)
the prosecution of any further appeal from any order or judgment
entered by the District Court in the civil action addressing any
claims against the debtor. . . ."  The District Court entered its
last order in the civil action on May 15, 2009.

In July 2009, the Creditors filed proofs of claim in the debtor's
bankruptcy case based on services rendered and fraud, Claim No.
6-1, and malicious prosecution, fraud, slander, and defamation,
Claims Nos. 7-1 and 11-1.  The debtor objected to the claims to
the extent they were based on the counterclaims that the District
Court had previously dismissed and the Creditors had appealed to
the Circuit Court.  Judge Teel sustained the debtor's objection
and disallowed this portion of the Creditors' claims.

Judge Teel denied the debtor's and trustee's Joint Motion without
prejudice to filing a motion seeking a determination that the
Creditors would not meet the standards for relief under Rules 3008
and 9024 if they were to prevail on appeal and seek to assert
their counterclaims.  Judge Teel vacated his March 25, 2011,
Decision and Order, and denied the Creditors' Motion to Reconsider
as moot.

A copy of Judge Teel's June 15, 2011 Memorandum Decision is
available at http://is.gd/eKYspufrom Leagle.com.

Ellipso, Inc., filed for Chapter 11 bankruptcy (Bankr. D. D.C.
Case No. 09-00148) on Feb. 25, 2009.  Kermit A. Rosenberg, Esq.,
at Tighe Patton Armstrong Teasdale, PLLC, in Washington, DC,
serves as the Debtor's counsel. In its petition, the Debtor
estimated under $50,000 in assets and $1 million to $10 million in
debts.


ENERGY TRANSFER: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade Energy Transfer Equity, L.P.'s Ba1 Corporate Family
Rating and Ba2 long-term debt rating. Moody's affirmed Energy
Transfer Partners, L.P.'s Baa3 senior unsecured note rating but
changed ETP's outlook to negative in response to ETE's
announcement that it would acquire Southern Union Company in a
transaction valued at $7.9 billion. Moody's also affirmed the Baa3
long-term debt ratings of SUG and its subsidiary Panhandle Eastern
Pipeline with a stable outlook, and affirmed Regency Energy
Partners L.P.'s Ba3 Corporate Family Rating with a positive
outlook.

RATINGS RATIONALE

The review for downgrade of ETE's Ba1 rating reflects the
financing of the acquisition from a position of already strained
leverage for the ETE consolidated group, the increase in fixed
charges tied to the newly issued Series B preferred units
distributions, the degree of execution and integration risk
inherent in absorbing operations of SUG's scale, uncertainties
over the configuration of operations as ETE seeks to optimize its
larger portfolio of assets, and increased structural complexity.

The review will focus on ETE's plans for potential asset dropdowns
and the adequacy of the combined distributions from ETP, SUG, and
Regency to support ETE's distributions. Moody's views the $4.1
billion of Series B preferred units that will be issued to finance
the purchase of SUG's equity as having a high valuation multiple
at 10x EBITDA, with mainly a debt-like character. Moody's assigned
basket B treatment to the Series B units as a hybrid instrument,
with a high fixed coupon charge of 8.25%, reflecting the
cumulative distribution feature and low likelihood of distribution
deferral of MLP structures.

Moody's estimates ETE's consolidated Debt/EBITDA at well over 6x
proforma for the acquisitions of SUG and Louis Dreyfus Highbridge
Energy, and remains concerned that the financing for SUG will
continue to delay meaningful group leverage reduction, despite the
addition of SUG's relatively stable cash generating assets.
Moody's believes that ETE's Corporate Family Rating is likely to
be lowered to Ba2 when the acquisition and review are completed,
which is expected in early 2012.

The change to a negative outlook for ETP's Baa3 rating
incorporates the MLP's already elevated leverage at 4.8x EBITDA, a
large roster of growth projects with execution and cash flow ramp-
up risk, and uncertainty over the leverage and operating risk
implications of potential asset dropdowns to ETP after SUG is
acquired by ETE. In addition, as the largest contributor to ETE's
distribution stream, ETP is affected by the increased group
leverage profile and ETE's growing debt service and distribution
needs. In effect, dropdowns could merely shift leverage to ETP and
not reduce ETE's group leverage.

Moody's will monitor potential dropdown transactions for ETP over
the next year, as well as the execution success and rising cash
flows from its organic growth projects, to determine whether and
when ETP's outlook can be stabilized. ETP's Baa3 rating continues
to be supported by its growing asset footprint and record of
equity issuance to support growth projects and acquisitions.
However, the rating could be lowered in the medium-term if major
projects and cash flows are delayed, the business risk profile
increases, or if high dropdown multiples and related financing
prevent ETP from deleveraging and achieving leverage in the area
of 4.5x Debt/EBITDA on a sustained basis.

Moody's is maintaining a stable outlook for SUG's and PEPL's Baa3
long-term debt ratings based on the sizeable stable regulated
pipeline revenues, which provide adequate coverage of debt service
and maintenance capital and generate free cash flow. Moody's
believes the dropdown of some of SUG's assets to ETP and Regency
is highly likely given the opportunities to combine its more
stable pipeline cash flows with the MLPs' operations and ETE's
strong incentive to redeem the high coupon Series B units. In
addition, SUG's leverage could be reduced from a portion of asset
dropdown proceeds. At the same time, Moody's notes SUG will be
controlled by a leveraged entity and that the Series B
distributions will be a high call on SUG's free cash flow. If
dropdowns of SUG's assets and redemptions or conversions do not
substantially reduce ETE's Series B units, or SUG's leverage
increases due to spending for growth projects, its Baa3 rating
could be pressured.

Regency faces uncertainty similar to ETP's concerning dropdowns,
an evolving operating risk profile, and elevated leverage.
However, Moody's is maintaining a positive outlook on Regency's
Ba3 Corporate Family Rating, despite its smaller scale, reflecting
its growing business scale and diversification. Moody's will
assess the impact of potential dropdowns on Regency's leverage and
its progress in generating more sustainable cash flows to
determine whether the Ba3 rating can be upgraded or its outlook
stabilized.

The principal methodology used in rating Energy Transfer Equity
(ETE) was the Global Midstream Energy Industry Methodology,
published December 2010 and Natural Gas Pipeline Industry
Methodology, published December 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA, published June 2009.


ENRON CORP: Former Finance Head Fastow Moved Out of Prison
----------------------------------------------------------
Federal prison officials have moved Andrew Fastow, Enron Corp.'s
former chief financial officer, from a prison in Pollack,
Louisiana, to a community corrections facility in Houston, Texas,
the Associated Press reported on May 18, 2011.

Mr. Fastow is reportedly to remain in Houston until December 17,
2011.  He has been serving a six-year prison term since 2006 and
got his sentence reduced after testifying against Jeffrey
Skilling, Enron's former chief executive officer, and chairman
Kenneth Lay, the report related.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: China and Hong Kong Units Hold Creditors' Meeting
-------------------------------------------------------------
Members and creditors of Enron (China) Limited and Enron (HK)
Limited held their annual meetings on May 20, 2011.  At the
meeting, Heng Victor Ja Wei and Heng Roy Pei Neng, the companies'
liquidators, gave a report on the companies' wind-up proceedings
and property disposal.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ESTATE FINANCIAL: Trustee Taps Berkeley Research as Accountants
---------------------------------------------------------------
Thomas P. Jeremiassen, the Chapter 11 trustee of Estate Financial
Inc., sought and obtained authority from the U.S. Bankruptcy Court
for the Central District of California to employ Berkeley Research
Group, LLC, as successor accountants, effective as of March 1,
2011.

In July 2008, Bradley D. Sharp, the duly appointed chapter 11
trustee of the Estate Financial Mortgage Fund, Inc. -- of which
EFI is or was the manager under the Fund's operating agreement --
and Mr. Jeremiassen agreed to employ LECG, LLC, of which the
Trustee was then a director, as accountants in both the Fund Case
and the Case and to employ Development Specialists, Inc., of which
the Fund Trustee is a Senior Vice President, as financial advisors
in both the Fund Case and the Case.

Effective March 1, 2011, the Trustee and other members of LECG who
were primarily responsible for the services attendant to the Case
left LECG and joined BRG.

As a result of the Trustee leaving LECG and joining BRG, the
Trustee has terminated the services of LECG and seeks authority to
retain BRG to serve as the Trustee's successor accountants to
continue to provide the same services that he was receiving from
LECG.  Such services include, but are not limited to:

   (a) Assisting the Trustee in the administration of the
       Estate, and preparing the Monthly Operating Reports and
       other financial reporting as required by the Bankruptcy
       Code, the UST or other applicable law;

   (b) Investigating allegations of fraudulent activity;

   (c) Analyzing daily transactions;

   (d) Investigating transfers of funds and/or purchases of
       investments;

   (e) Assisting the Trustee in the identification of assets,
       including causes of action;

   (f) Assisting the Trustee in the pursuit of any litigation
       he may pursue, including providing any expert witness
       testimony that may be necessary;

   (g) Analyzing and making recommendations regarding a plan
       of liquidation;

   (h) Performing any necessary tax work and other analysis
       which is required by the Trustee to properly
       administer the Estate and conclude the Case;

   (i) Assisting the Trustee in preparation of federal and
       state income tax returns for the Estate;

   (j) Communicating with taxing authorities on behalf of the
       Estate;

   (k) Analyzing and reconciling loans, payoffs, etc.;

   (l) Analyzing and reconciling investor accounts, deeds of
       trust, assignments, etc.;

   (m) Tracing cash and related forensic accounting;

   (n) Reviewing and maintaining insurance coverage;

   (o) Analyzing, reconciling and verifying claims; and

   (r) Assisting with such other accounting services requested
       by the Trustee.

DSI will continue to be the Trustee's financial advisor.  The same
provisions regarding potential conflicts of interest and cost-
sharing with DSI, will also apply to BRG's employment.

BRG will be paid based on the hourly rates of its professionals:

   Designations                Hourly Rates
   ------------                ------------
   Directors                   $490 - $650
   Managing Consultant         $315 - $370
   Consultant                  $280 - $310
   Junior Staff                $220 - $275
   Paraprofessional             $88 - $165

The Trustee believes that Berkeley Research does not hold any
interest adverse to any Debtor's estates and, while employed by
the Trustee, will not represent any person having an interest
adverse to any Debtor's estate.  The Trustee also believes that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.


EVANSVILLE CITY: Moody's Downgrades Rating on Bonds to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has downgraded Evansville, IN
Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage
Loan - Village Community Partners III, LP Project) Series 2001
from Baa1 to Ba2, affecting approximately $1,481,000 of
outstanding debt.

RATING RATIONALE

The bonds are primarily secured by revenues from mortgage-backed
securities guaranteed as to full and timely payment of principal
and interest by the Government National Mortgage Association.
Other sources of funds, such as certain accounts held with the
trustee and investment earnings on those accounts, also provide
security.

The rating action results from a projected revenue deficiency
originally identified in Moody's Special Comment titled "Moody's
Completes Review of Housing Transactions Affected by Low
Reinvestment Earnings" published in June 2010. A recent cash flow
review, assuming 0% reinvestment rates consistent with both the
current interest rate environment and Moody's methodology update
titled "Change in Interest Rate Assumptions for Housing
Transactions Which Rely on Investment Earnings Prompted by
Unprecedented Low Interest Rates" published in November 2009,
demonstrates that the projected stress date has not changed and is
now less than 3 years into the future. Pursuant to Moody's
methodology, the transaction's current cash flow projections are
not consistent with its former rating.

DETAILED CREDIT DISCUSSION

We project numerous cash flow insufficiencies throughout the life
of the transaction, the earliest of which could occur in 6/2014.
Although frequent, the expected losses of these shortfalls are
very small relative to the debt service payable during the
respective periods. The sum of all present value losses is
approximately $4,765, or 0.32% of outstanding bonds.

The projections used to determine the expected loss and stress
date assumes 0% reinvestment rates throughout the life of the
deal. Higher interest rates would benefit the transaction by
providing additional returns on excess cash that would be used to
fulfill debt service. At this time Moody's has identified break-
even reinvestment rates of approximately 0.25% and 2.30% to avoid
a default in 2014 and throughout the life of the deal,
respectively.

METHODOLOGY

The principal methodology used in this rating was Methodology
Update: Ratings that Rely on Guaranteed Investment Contracts
published in December 2008.


EVERGREEN ENERGY: Thomas Stoner to Resign as CEO
------------------------------------------------
Evergreen Energy Inc. announced Thomas H. Stoner, Jr. will resign
as CEO effective July 1, 2011.  Stoner will remain a member of the
board of directors.

"On behalf of the staff, board of directors and shareholders of
Evergreen, I wish to take this opportunity to thank Tom for his
untiring efforts over the past two years as CEO," stated Ilyas
Khan, Executive Chairman of the Board.  "Tom has tackled a number
of challenges that confronted the company, dealing with them with
dignity and aplomb and creating the platform that has enabled us
to face the future with increased confidence.  He leaves with my
sincere gratitude and best wishes, and I look forward to working
with him as a non-executive colleague on the board."

Thomas H. Stoner, Jr. stated: "The clarity of today's business
mission for Evergreen and the financial resources we have in place
to execute that business agenda are a testament to the leadership
and skills of our new executive chairman and current management
team.  Over the past two years we have shed non-core assets,
reduced the debt burden on the company, raised new equity, and
refocused the company on the enormous opportunity of K-Fuel.  I
believe it is time for me to step aside and for the company to
build out a management team with more relevant experience in the
coal upgrading and beneficiation business.  I would like to thank
my colleagues at Evergreen for their support."
Ilyas Khan will act as interim CEO while the company evaluates
replacement efforts.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$33.50 million in total assets, $37.62 million in total
liabilities, and a $4.12 million total stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FEIZ HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Feiz Holdings, Inc.
        1211 Indian Mound Trail
        Vero Beach, FL 32963

Bankruptcy Case No.: 11-26453

Chapter 11 Petition Date: June 14, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Craig I. Kelley, Esq.
                  KELLEY & FULTON, P.L.
                  1665 Palm Beach Lakes Blvd. #1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200
                  E-mail: cik@kelleylawoffice.com

Scheduled Assets: $544,140

Scheduled Debts: $1,187,582

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-26453.pdf

The petition was signed by Hamid R. Feiz, director.


FIDDLER'S CREEK: Plan Confirmation Hearing Today
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
scheduled for June 20, 2011, at 9:30 a.m., the hearing on
Fiddler's Creek, LLC, et al.'s motion for confirmation of certain
second amended plans Of reorganization.

The Debtor seeks confirmation of the applicable Plans pursuant to
11 U.S.C. Section 1129(b) notwithstanding the failure of the
"Cramdown Classes" to vote in favor of the applicable
Plans under 11 U.S.C. Section 1129(a)(8).

The Second Amended Plans have 88 classes: 23 unimpaired and 65
impaired.  The 23 unimpaired classes are conclusively deemed to
have accepted their respective Plans.  Of the impaired classes,
fifty-two classes have affirmatively accepted their respective
Plans; nine classes for the Collier County Tax Collector support
the Plans, but have abstained from voting per internal policy;
three impaired classes have no creditors and therefore there were
no ballots to collect for these classes; and one impaired class of
general unsecured claims did not return any ballots.  No impaired
classes have voted to reject the Second Amended Plans.

The Debtors did not obtain the acceptance of the respective Plans
from (collectively, the "Cramdown Classes"):

    Plan                              Class

GBFC           CLASS 2 Secured Real Estate Tax Claims - GBFC Real
                Property (including the Regions Vertical
                Collateral)
Beach          CLASS 2 Secured Real Estate Tax Claims
DY Land        CLASS 2 Secured Real Estate Tax Claims
951LH          CLASS 2 Secured Real Estate Tax Claims - 951 Real
                Property
Golf           CLASS 2 Secured Real Estate Tax Claims
GBP            CLASS 2 Secured Real Estate Tax Claims - GBP Real
                Property
GBP            CLASS 5 Unsecured Claims
GB Pen         CLASS 2 Secured Real Estate Tax Claims - GB Real
                Property
Commercial     CLASS 2 Secured Real Estate Tax Claims
Tarpon         CLASS 2 Secured Real Estate Tax Claims

In support of its motion for confirmation of the applicable Plans
pursuant to 11 U.S.C. Section 1129(b), the Debtors note that:

1. There is no disparate treatment under the Plans for the
   Cramdown Classes and the Plans do not "discriminate unfairly"
   with respect to any impaired Classes of Claims and Interests
   who have not voted in favor of the Plans.

2. The Plan is fair and equitable.

3. The Plans satisfy Section 1129(b)(2)(A)(i) of the Bankruptcy
   Code with respect to each Class of secured real estate tax
   claims included in the Cramdown Classes.

4. The GBP Plan satisfies Section 1129(b)(2)(A)(ii) of the
   Bankruptcy Code with respect to Class 5 general unsecured
   claims.

As reported in the TCR on May 11, 2011, pursuant to the Plans,
certain of the Debtors will be substantively consolidated with and
into certain of the other Debtors.  As of the Effective Date,
there will be 11 separate Reorganized Debtors if each Plan is
confirmed.

The Debtors' financial projections assume availability of
$30,000,000 in exit financing on or shortly after the Plan
Effective Date, a portion of which will be used to pay in full the
expected payments required under the Plans to the holders of
allowed claims.

A copy of the black-lined version of the Second Amended Joint
Consolidated Disclosure Statement is available at no charge at:

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

                      About Fiddler's Creek

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

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

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


FIRST COMMERCIAL BANK: Closed; Stonegate Bank Assumes All Deposits
------------------------------------------------------------------
First Commercial Bank of Tampa Bay in Tampa, Fla., was closed on
Friday, June 17, 2011, by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Stonegate
Bank of Fort Lauderdale, Fla., to assume all of the deposits of
First Commercial Bank of Tampa Bay.

The two branches of First Commercial Bank of Tampa Bay will reopen
during normal business hours as branches of Stonegate Bank.
Depositors of First Commercial Bank of Tampa Bay will
automatically become depositors of Stonegate Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of First Commercial Bank of Tampa Bay should continue to
use their existing branch until they receive notice from Stonegate
Bank that it has completed systems changes to allow other
Stonegate Bank branches to process their accounts as well.

As of March 31, 2011, First Commercial Bank of Tampa Bay had
around $98.6 million in total assets and $92.6 million in total
deposits.  Stonegate Bank will pay the FDIC a premium of 0.50% to
assume all of the deposits of First Commercial Bank of Tampa Bay.
In addition to assuming all of the deposits of the failed bank,
Stonegate Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-913-5861.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $28.5 million.  Compared to other alternatives, Stonegate
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  First Commercial Bank of Tampa Bay is the 47th FDIC-insured
institution to fail in the nation this year, and the sixth in
Florida.  The last FDIC-insured institution closed in the state
was Coastal Bank, Cocoa, on May 6, 2011.


FKF MADISON: HFZ Capital Files Chapter 11 Plan for One Madison
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that real-estate investor HFZ
Capital Group filed its Chapter 11 plan of reorganization for One
Madison Park, pledging up to $200 million to take the Manhattan
condominium tower out of Chapter 11 protection.

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

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


FLORIDA EXTRUDERS: Assets Auctioned for $11.8 Million
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Florida Extruders International Inc. was sold at an
open-outcry auction for $11.8 million to Benada Aluminum Products
LLC.  Dow Jones' DBR Small Cap says the auction drove up the price
tag for the business by more than $3 million.  A bankruptcy judge
approved the sale last week.

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The Debtor listed $26.3 million in assets and
$16.9 million in debt, mainly owed to lender Wells Fargo & Co.
The case has been assigned to Judge K. Rodney May.  Christopher C.
Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the
Debtor's counsel.

The secured lender Wells Fargo Bank NA, owed $13.2 million,
offered financing for the Chapter 11 case.


FREE AND CLEAR: OUST Seeks Dismissal of Case as Bad Faith Failing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will conduct
a hearing on July 13, 2011, at 9:30 a.m., on the motion of
August B. Landis, the Acting United States Trustee for Region 17,
for the dismissal of Free and Clear Holding Company II's Chapter
11 case.

The Acting United States Trustee says the Debtor's case should be
dismissed because it was filed in bad faith:

A. The property Debtor holds is over-encumbered by the secured
    creditors' liens.

    Debtor's schedules and filings show Debtor values the 1/8th
    interests in the 241 properties at $10,441,250.  Using
    Debtor's numbers, the total value of the 241 properties is
    therefore only $83,530,000 ($10,441,250 x 8).  The 241
    properties in which the Debtor holds a 1/8th interest are
    encumbered by $122,974,715.00 in secured debt.

B. Debtor has no employees.

C. Debtor presently has no cash flow.

D. There are unsecured creditors, but the aggregate Schedule E and
   F debt is less than 1% of the amount of the aggregate Schedule
   D debt.

E. Garth Johnson, the managing member of the Debtor, testified
   that the land transfers and bankruptcy were designed to
   insulate the property from foreclosure by the secured
   creditors.

F. Debtor is afflicted with the "new debtor syndrome" because (1)
   the property was transferred to the Debtor, a newly created
   entity, (2) the transfer of the property and the creation of
   the Debtor entity was within a short period of time before the
   bankruptcy case was filed on April 6, 2011, (3) the Debtor paid
   no money for the property, and (4) the Debtor has few unsecured
   debts, no employees, no ongoing business, and no means to
   service the debt except the property.

G. The bankruptcy filing serves as the only remaining means to
   preserve the property, as the secured creditors were
   foreclosing, or about to foreclose, on the properties.

H. Finally, Garth Johnson, appears to be have set up, or stepped
   into control of a process whereby: he controls hundreds of
   pieces of real property that he did not purchase; has
   transferred fractional interests in those properties to an
   entity created to file bankruptcy in order to prevent
   foreclosure by the secured creditors of those properties; will
   seek to satisfy only a small percentage of those creditors'
   claims through this bankruptcy; but also intends to charge
   rents from the former owners of the properties and/or resell
   them the properties using a non-debtor affiliate of the Debtor.

The Debtor's Schedule F lists only one unsecured claim for
$15,000, held by creditor "Secured Assets Group" which was
incurred on Jan. 17, 2011, for "Attorney's fees for Chapter 11
filing."  Accordingly, the $15,000 unsecured debt to Secured
Assets Group for the Debtor's bankruptcy attorneys was incurred 51
days before the Debtor was created on March 9, 2011.  In addition,
the "Disclosure of Compensation of Attorney for Debtor(s)" that
was filed in this case indicates that the $15,000 was paid
directly from unsecured creditor Secured Assets Group to Christina
DiEdoardo, one of the attorneys representing Debtor.

A copy of the U.S. Trustee's dismissal motion is available at:

http://bankrupt.com/misc/freeandclear.ustrusteedismissalmotion.pdf

Las Vegas, Nevada-based Free and Clear Holding Company II LLC is a
Nevada limited liability company, formed on March 9, 2011, with
Garth Johnson as the managing member.  According to the Debtor's
schedules, it holds a 1/8 interest in each of 241 pieces of real
property: 205 in California, 23 in Nevada, 5 in Texas, 3 in
Washington, and, one each in North Carolina, Tennessee, Oklahoma,
Florida, and Arizona.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-15145) on April 6, 2011, 28
days after it was formed.  Christina Ann-Marie Diedoardo, Esq., at
the Law Offices of Christina Diedoardo, in San Francisco, Calif.,
serves as the Debtor's bankruptcy counsel.


FRONTIER AIRLINES: Questions About Potential Ch. 22 Filing Raised
-----------------------------------------------------------------
Lance Hernandez at TheDenverChannel.com eports that high fuel
prices continue to hammer Frontier Airlines.

According to the report, parent Republic Airways is trying to stem
the red ink at Frontier, which reported a $55 million loss in the
first quarter.  Pilots are being asked to forego future raises and
to give up some of their benefits.

Bryan Bedford, the CEO of Republic, is trying to raise some much
needed capital, but sources tell 7NEWS that task is proving to be
more difficult than expected, which raises the question: Is
Frontier in danger of ending up in bankruptcy court again?
Aviation safety consultant Steven Cowell, of SRC Aviation, LLC,
said he anticipates such a filing.

Aviation safety consultant Steven Cowell, of SRC Aviation LLC
said, if there is a Chapter 11 filing, the airline would continue
flying and passengers would notice very little difference although
they may experience some inconvenience.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding with its sweetened offer.

As reported by the Troubled Company Reporter, Frontier said
September 10 that the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.


GENERAL MOTORS: N.Y. State Court Dismisses Car Buyer's Suit
-----------------------------------------------------------
In Patti J. Krivisky and Barry M. Krivisky, v. General Motors
Corporation and Sarant Cadillac Corp., 16446/08 (N.Y. Sup. Ct.
Nassau Cty.), Judge Ute Wolff Lally denied plaintiffs' request for
leave to serve an amended complaint adding claims for fraud,
violation of General Business Law Sections 349 and 350 and
violation of the Emissions Control Systems Warranty.  The Court
granted summary judgment in favor of General Motors LLC f/k/a
General Motors Company and Sarant Cadillac Corp. dismissing the
plaintiffs' complaint in its entirety.

The plaintiffs purchased a GM vehicle from Sarant Cadillac in
2003.  The plaintiffs commenced the action on Sept. 2, 2008,
alleging, among others, breach of contract; negligence; breach of
implied and express warranty; and violation of the common law duty
to make the "vehicle safe and merchantable".  The Plaintiffs argue
that GM issued a General Motors Protection Plan Agreement, that
the GMPP extended the written limited warranty, and that the GMPP
warranty extended to future performance.

The Court, however, held that the language of the GMPP establishes
that it did not extend to future performance of the product, but
only promised to pay the cost of repairs in the event that it
failed to perform.  The Court pointed out that the Plaintiffs had
the opportunity to review the purchase contracts prior to signing
them; and that Mr. Krivisky has been a member of the New York Bar
since 1977.  "A person who signs a document without reading it is
presumed to know its contents and agree to its terms," the Court
held.

A copy of the Court's 2011 NY Slip Opinion 31575(U) dated June 1,
2011, is available at http://is.gd/MQ8pesfrom Leagle.com.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GIORDANO'S ENTERPRISES: Lease Decision Period Extended to Sept. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered, on June 14, 2011, an order approving the motion of Philip
V. Martino, the duly appointed and serving Chapter 11 trustee
(Trustee) for the estates of Giordano's Enterprises, In., et al.,
for extension of time within which he must assume or reject
unexpired leases of nonresidential real property.

Specifically, as to the Leases under which the landlord entity is
controlled by the Trustee, the time for the Debtor-tenants to
assume or reject the Leases is extended through the date of an
order confirming a plan of reorganization for the Debtors.

As to all other Leases, the time for the Trustee to assume or
reject the Leases is extended through and including Sept. 14,
2011.

As disclosed in the motion, neither the Trustee nor the Trustee's
real estate advisor, Hilco Real Estate, LLC, has had sufficient
time to review and analyze all of the Leases and evaluate which
have value to the Debtors' estates and which do not.  Moreover,
the Trustee says he and his professionals "are only now beginning
the task of devising, implementing, and managing a sale process
for the Debtors' assets.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Giordano's Enterprises and its
affiliates are are pro se Debtors.   Giordano's Enterprises
disclosed $59,387 in assets and $45,538,574 in liabilities as of
the Chapter 11 filing.

Philip V. Martino, Esq., is the duly appointed Chapter 11 trustee
in the Debtors' bankruptcy cases.  Attorneys at Quarles & Brady
LLP, in Chicago, Ill., represent the Chapter 11 trustee.  Aaron L,
Hammer, Esq., Brian J. Jackiw, Esq., Richard S. Lauter, Esq., and
Thomas R. Fawkes, Esq., at Freeborn & Peters LLP, in Chicago,
Ill., represent the Official Committee of Unsecured Creditors.


GLOBE IRON: Considers Taking Partner or Selling Business
--------------------------------------------------------
Tom Shean at the Virginian-Pilot reports that Globe Iron
Construction Co., which has sought bankruptcy protection, said it
will consider taking on a partner or selling itself as part of a
restructuring.

According to the report, Globe's financial difficulties sprang
from intense competition in the construction industry and the
willingness of companies to take on work below cost.

The Virginian-Pilot relates that the Company is current with its
loan payments but has been under pressure from its bank for
failing to meet certain loan covenants.  Earlier this year, the
bank told Globe to find a new lender, and "they want the loan off
their books by the end of the year, he adds.

The Company reduced its loan from $3.5 million to $3.4 million
earlier this year and expects to pay it down by an additional
$500,000 this week, the report says.

                         About Globe Iron

Globe Iron Construction Co. has provided structural steel for an
array of major projects in the mid-Atlantic region, including
Nauticus in Norfolk, the National Museum of the American Indian in
Washington, and the expansion of Virginia Tech's Lane Stadium in
Blacksburg.

Globe Iron filed a chapter 11 petition (Bankr. E.D. Va. Case No.
11-72717) on June 10, 2011.  Karen M. Crowley, Esq., at Crowley,
Liberatore, & Ryan, P.C., in Chesapeake, Virginia, represents the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


GRAHAM PACKAGING: Receives Superior Proposal from Reynolds
----------------------------------------------------------
Graham Packaging Company Inc. has received a proposal for its
acquisition by Reynolds Group Holdings Limited at a price of $25
per share in cash.  Reynolds intends to fully finance the payment
of the purchase price through fully negotiated financing
commitments and cash on hand at Reynolds.  The definitive terms
and conditions of the proposal have been fully negotiated by
Reynolds and Graham.

The board of directors of Graham Packaging, upon the
recommendation of its special committee, after consultation with
its financial advisor and outside legal counsel, has concluded
that this proposal would, if consummated, constitute a superior
proposal as compared to the pending transaction with Silgan
Holdings Inc.  Graham Packaging has provided notice to Silgan on
June 13, 2011, of the board of directors' determination and its
intent to change its recommendation with respect to the pending
transaction with Silgan, to terminate the merger agreement with
Silgan, and to enter into a binding written definitive agreement
with Reynolds after the expiration of a three business day notice
period ending on and including Thursday, June 16, 2011.

Under the existing agreement with Silgan, Silgan has the right to
adjust the terms of the agreement to make a responsive offer prior
to the expiration of such three business day period, and the
Graham Packaging board of directors may only change its
recommendation for the agreement with Silgan if it determines in
good faith, after consultation with its financial advisor and
outside legal counsel, that the proposed transaction with Reynolds
continues to constitute a superior proposal in light of any
responsive offer by Silgan.  Graham Packaging's board of directors
has not changed its recommendation with respect to the pending
transaction with Silgan.

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Company's balance sheet at March 31, 2011, showed $2.94
billion in total assets, $3.40 billion in total liabilities, and a
$462.62 million total partners' deficit.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GRAYMARK HEALTHCARE: One Share Plus Warrant Priced at $1.40
-----------------------------------------------------------
Graymark Healthcare, Inc., announced the pricing of its
underwritten public offering of 6,000,000 shares of its common
stock and warrants to purchase up to 6,000,000 shares of its
common stock.  The shares and warrants will be sold together as a
fixed combination, with each combination consisting of one share
of common stock and a warrant to purchase one share of common
stock, at a price to the public of $1.40 per fixed combination,
for gross proceeds of approximately $8.4 million.  The warrants
have an exercise price of $1.50 per share and a five-year term,
and are immediately exercisable.  The net proceeds to Graymark
from this offering are expected to be approximately $6.9 million,
after deducting underwriting discounts and commissions and other
estimated offering expenses and assuming the warrants are not
exercised.

Graymark intends to use the net proceeds from this offering to
fund potential acquisitions, for general corporate purposes and to
pay down a portion of its debt obligations.  In connection with
the offering, Graymark has granted the underwriter a 30-day option
to purchase up to an additional 900,000 shares of common stock or
warrants to purchase an aggregate of 900,000 shares of common
stock to cover over-allotments, if any.  The offering is expected
to close on or about June 20, 2011, subject to customary closing
conditions.

Roth Capital Partners is acting as sole book-running manager for
the offering.

The securities are being offered by Graymark pursuant to a
registration statement on Form S-1 previously filed and declared
effective by the Securities and Exchange Commission.  The
securities may be offered only by means of a prospectus, including
a prospectus supplement, forming a part of the effective
registration statement.  Copies of the final prospectus supplement
relating to the offering, when available, may be obtained from
Roth Capital Partners, by e-mail to rothecm@roth.com, by fax to
+1-949-720-7227, or by mail to 24 Corporate Plaza Drive, Newport
Beach, CA, 92660, Attention: Equity Capital Markets.

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

The Company's balance sheet at March 31, 2011, showed
$26.8 million in total assets, $28.5 million in total liabilities,
and a stockholders' deficit of $1.7 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.


GREAT ATLANTIC: Village Super Tops Bid for Southern Store Assets
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., informed
the U.S. Bankruptcy Court for the Southern District of New York
the results of an auction for the sale of the Southern Store
assets.

The Debtors, in consultation with the Creditors' Committee, the
DIP Lenders' Agent and the Union, selected a joint venture between
Mrs. Greens Management Corp. and Village Super Market Inc. as the
successful bidder for these Southern Store assets:

   -- Store number 101 - Baltimore, Maryland
   -- Store number 812 - Baltimore, Maryland
   -- Store number 852 - Chestertown, Maryland
   -- Store number 870 - Cambridge, Maryland
   -- Store number 876 - Lutherville-Timonium, Maryland
   -- Store number 891 - Arnold, Maryland
   -- Store number 897 - Parkville, Maryland
   -- Store number 961 - Brunswick, Maryland
   -- Store number 979 - Washington, D.C.
   -- Store number 985 - White Oak, Maryland

The back-up bidders are:

   1. Giant of Maryland LLC, for (i) store number 812 - Baltimore,
      Maryland, (ii) store number 891 - Arnold, Maryland, (iii)
      store number 897 - Parkville, Maryland and (iv) store number
      985 - White Oak, Maryland.

   2. SUPERVALU, Inc. for (i) store number 876 - Lutherville-
      Timonium, Maryland and (ii) store number 870 - Cambridge,
      Maryland.

   3. The Fresh Market, Inc. for store number 979 - Washington,
      D.C., pursuant to the Bidding Procedures Order.

The successful bidders for other Southern Store assets are:

   a. SUPERVALU for store number 855 - Ellicott City, Maryland.

   b. Englar Center Limited Partnership for store number 912 -
      Westminster, Maryland.

   c. Safeway, Inc., for (a) store number 825 - Mount Airy,
      Maryland; (b) store number 829 - Towson, Maryland; and (c)
      store number 839 - Nottingham, Maryland.

   d. Walgreen Co. for (a) store number 521 - Woodlawn, Maryland;
      (b) store number 872 - Salisbury, Maryland; and (c) store
      number 881 - Glen Burnie, Maryland.

   e. CVS Pharmacy, Inc. for store number 877 - Odenton, Maryland.

Safeway was selected as the backup bid for the pharmaceutical
inventory and prescription lists for store number for store number
877 - Odenton, Maryland.

                  About Great Atlantic & Pacific

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

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

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

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


GREAT ATLANTIC: Wants to Sell Prescription Drug Inventory
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., et al., ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve the sale of certain prescription drug inventory and
pharmacy customer records to Safeway, Inc., Walgreens Co., and
Maryland CVS Pharmacy, L.L.C.

The Debtor will sell certain assets of certain Superfresh banner
stores located in the Baltimore-Washington D.C. area upon the
conclusion of an auction for the Southern Store assets.

The Debtors relate that the sale will generate more than
$40 million in cash proceeds for the estates, free the Debtors
from significant costs of operating underperforming stores that
are not part of their business plan, and potentially offer
continued employment opportunities for A&P employees at
eleven store locations that were purchased by grocery store
operators.

The purchasers bid for the pharmacy assets are:

   Bidder Stores          Covered              Consideration
   -------------          -------              -------------
Safeway             Townson, Maryland (829)    $750,000
                    Mount Airy, Maryland (825) (plus the cost of
                    Nottingham, Maryland (839) inventory)

Walgreens           Woodlawn, Maryland (521)   $1,200,000
                    Salisbury, Maryland (872)  (plus the cost of
                    Glen Burnie, Maryland (881)inventory)

CVS7                Odenton, Maryland (877)     $250,000
                                                (plus the cost of
                                                inventory)

The purchase prices are for the prescription customer lists and
records that the Debtors will transfer to Safeway, Walgreens, and
CVS and do not include the additional consideration that the
purchasers will pay for the prescription drug inventory that the
Debtors would otherwise have to discard.

                  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.


GREENMAN TECH: Inks Purchase Agreement with Irish Knight
--------------------------------------------------------
Green Tech Products, Inc., a wholly-owned subsidiary of GreenMan
Technologies, Inc., entered into a definitive Asset Purchase
Agreement with Irish Knight Holdings, L.L.C., a company co-owned
by Timothy Mahoney and Ernest Knight, two senior managers of Green
Tech.  Pursuant to the Purchase Agreement, Green Tech has agreed
to sell, and Irish Knight has agreed to buy, substantially all of
the assets used in the Green Tech's molded recycled rubber
products business.

The consideration for the purchase of the Assets will consist of
(i) the assumption by Irish Knight of substantially all of the
Seller's liabilities, which were approximately $1.1 million at
March 31, 2011; (ii) a $50,000 stock inventory credit toward the
purchase of products and services from the Buyer, which credit may
be applied during the first nine months after completion of the
sale; and (iii) a promissory note in the principal amount of
$100,000, which Note will bear interest at the rate of 6% per
annum and will be payable in increasing monthly installments over
a period of 60 months.  The Seller will retain potential
liabilities associated with certain pending litigation.

The Purchase Agreement contains customary representations,
warranties and covenants made by the parties to one another.  The
sale of the Assets is subject to customary closing conditions,
including approval by GreenMan's stockholders.  GreenMan has
agreed to use commercially reasonable efforts to cause a meeting
of its stockholders to be held to consider the approval of the
sale of the Assets.  In addition, at the closing of the
transaction, GreenMan will enter into an indemnification agreement
pursuant to which it will be required to defend and to indemnify
one of the co-owners of the Buyer against any expenses he may
incur in connection with the litigation being retained by the
Seller.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/oAT63q

                    About Greenman Technologies

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

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

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


GUIDED THERAPEUTICS: Awarded $1.06MM to Develop Detection System
----------------------------------------------------------------
Guided Therapeutics, Inc., was notified it was awarded a two-year
grant of about $1.06 million by the National Institute of Mental
Health for the development of a sensor system for the detection of
cortisol in bodily fluids, as more fully described in the
notification of award letter, a copy of which is available for
free at http://is.gd/HEjKjR

                     About Guided Therapeutics

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

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

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

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


GULF FREEWAY: Court Confirms Amended Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court fort the Southern District of Texas
confirmed the first amended Chapter 11 plan dated Jan. 31, 2011,
filed by Gulf Freeway Plaza LLC.

The Plan proposes to pay creditors in installments from rental
income from various leases.  Unsecured creditors holding allowed
claims will receive distributions valued at approximately 100
cents on the dollar. Equity interest will be cancelled.

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

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

A full-text copy of the First Amended Chapter 11 plan is available
for free at

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

                    About Gulf Freeway Plaza LLC

Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda
Business Park LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-34332) on May 27, 2010.  John L.
Green, Esq., who has an office in Houston, Texas, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $12,700,000 in
assets and $6,180,532 in liabilities.


H&S JOURNAL: Court Approves Goldberg Weprin as Counsel
------------------------------------------------------
Hon. James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted H&S Journal Square Associates LLC,
authority to employ Goldberg Weprin Finkel Goldstein LLP as
counsel.

The professional services that Goldberg Weprin will render to the
Debtor include, but not limited to:

      -- provide the Debtor with necessary legal advice in
         connection with the operation and rehabilitation of
         its financial and legal affairs during the Chapter 11
         proceedings and its responsibilities and duties as a
         debtor-in-possession, including a likely sale of the
         Debtor's property;

      -- represent the Debtor in all proceedings before the
         Bankruptcy Court and/or United States Trustee;

      -- prepare all necessary legal papers, petitions, orders,
         applications, motions, reports and plan documents on
         the Debtor's behalf;

      -- challenge various aspects of claims by mortgage holders
         and other creditors, particularly with respect to
         alleged default interest charges; and

      -- perform all other legal services for the Debtor which
         may be necessary, including negotiations on the Debtor's
         behalf with mortgage holders, creditor constituencies,
         and other parties-in-interest.

The balance of pre-petition accrued fees current total is
approximately $50,000.

The Debtor assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  J. Ted Donovan, Esq.,
Goldberg Weprin Finkel Goldstein LLP, represents the Debtor.  The
Debtor disclosed $20,799,032 in assets, and $18,944,510 in debts.


HANMI FINANCIAL: Announces Memo. of Business Alliance with Woori
----------------------------------------------------------------
Hanmi Financial Corporation has entered into a Memorandum of
Business Alliance with Woori Finance Holdings Co. Ltd., which sets
forth proposed business alliance programs between the parties.
Pursuant to the memorandum, those programs may include:

   * mutual efforts to expand the parties' international trade
     finance businesses

   * mutual efforts to create a correspondent banking relationship
     for international remittances

   * exploring ways to provide services to each other's VIP
     customers

   * providing mutual support and assistance in benchmarking
     studies related to best practices

   * cooperation and communication in connection with personnel
     training

   * sharing of industry and economic information, and information
     regarding potential capital investments in Hanmi (when
     legally permitted)

   * potential business activities between the companies'
     respective subsidiaries

Hanmi President and CEO J.S. Yoo stated, "We are quite pleased
that we will be able to engage in a collaborative relationship
with Woori.  The business alliance between Hanmi and Woori, which
is one of Korea's largest financial institutions, should benefit
both parties in our mutual efforts to expand our ongoing business
relationship.  It should also help us to build value for our
shareholders through access to Woori's substantial resources."
Hanmi also announced today that the Securities Purchase Agreement,
dated May 25, 2010, as amended, between the Company and Woori has
been terminated by mutual agreement of the parties.  Under the
Securities Purchase Agreement, Woori had agreed to purchase a
majority stake in Hanmi, subject to regulatory approvals.

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.87 billion in total assets, $2.69 billion in total liabilities,
and $184.05 million in total stockholders' equity.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARBINGER GROUP: Moody's Assigns Caa1 Rating to $150-Mil. Notes
---------------------------------------------------------------
Moody's Investors Service rated a $150 million add on senior
secured note offering of Harbinger Group Caa1. At the same time,
the B3 corporate family rating, B3 probability of default rating
and SGL-3 speculative grade liquidity rating were affirmed. The
rating outlook is stable.

HRG is a holding company that is majority owned by Harbinger
Capital and its related entities. The company's principal focus is
to identify and evaluate business combinations or acquisitions. In
September 2010, HRG entered into an exchange agreement with
Harbinger Parties for the majority of its ownership interest in
Spectrum Brands. This acquisition closed in the first quarter of
2011 and HRG now owns 54% of Spectrum's common stock. In April
2011, HRG also acquired UK insurance company Old Mutual's U.S.
life insurance holdings (now operating as Fidelity & Guaranty Life
Insurance Company).

In May 2011, HRG issued $280 million of convertible preferred
stock. "The preferred stock proceeds, together with the proceeds
from this offering, will give HRG over $500 million of cash,"
noted Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service. "HRG is expected to use a combination of debt, equity,
and cash to fund future acquisitions," noted Cassidy.

RATINGS RATIONALE

HRG's B3 Corporate Family Rating reflects the effective
subordination of HRG to the direct claims on the assets and cash
flows of Spectrum Brands and F&G, HRG's two current subsidiaries,
which are rated B1 and Ba1 respectively. HRG's nascent history and
only about $40 million of "committed" cash flow until 2012 is also
factored into the rating. Possible event risk associated with
Harbinger Capital constrains the rating. The likelihood of HRG
making additional acquisitions is considered highly probable as is
the potential diversification benefits of future acquisitions.

Spectrum Brands' B1 Corporate Family Rating reflects its size with
revenue around $3 billion and strong product diversification with
goods ranging from personal care items, to pet supplies and small
appliances. Spectrum's rating also reflects the general stability
in its operating performance during the recession and Moody's
expectation that credit metrics will continue improving in the
near to mid-term. Spectrum's good liquidity profile is also
reflected in the rating as is its increasing international
penetration and its decision to exit the highly weather-dependent
fertilizer business. The highly competitive battery industry
remains a constraint to the rating as Spectrum competes against
bigger and better capitalized competitors.

Moody's rates Fidelity & Guaranty Life Insurance Company (Fidelity
& Guaranty Life - formerly OM Financial Life Insurance Company)
Ba1 (stable outlook) for insurance financial strength (IFS).
Fidelity & Guaranty Life's IFS rating is constrained by the
considerably weaker financial flexibility expected under its new
ownership. The rating reflects the view that, Harbinger, in a
stress scenario, would be less able to extend the same level of
financial and strategic support that the company received from its
former parent. Moody's expects that under Harbinger's ownership,
Fidelity & Guaranty Life's capital management, including dividend
policy, use of reinsurance, and relative quality of capital, is
likely to be more aggressive than in the past.

Fidelity & Guaranty Life's rating incorporates the significant
progress the company has made in the last year in de-risking its
investment portfolio and clear improvements in its operations and
risk management. The company's strengths of flexible operating
costs and targeted distribution are partially offset by the
following: hedging challenges associated with its major presence
in the fixed-indexed annuities (FIA) sector; relatively small size
in a consolidating industry; and heavy reliance upon outsourcing
vendors.

The stable outlook reflects the stable credit profile of Spectrum
Brands and F&G and Moody's view that HRG will likely invest in
companies that also have viable credit profiles and are able to
pay dividends to HRG. The stable outlook further reflects Moody's
expectation that HRG will maintain an adequate liquidity profile
even as it deploys the proceeds from the debt offering to fund
future acquisitions. An upgrade in the rating would require
acquisitions of other businesses with strong credit profiles that
have a history of paying dividends. Interest coverage
(dividends/interest) in the neighborhood of 1.5x would also be
helpful for an upgrade to be considered. Negative rating pressure
could build if HRG were to make additional acquisitions that had a
weak credit profile or are unable to pay dividends.

These ratings were affirmed:

   -- Corporate Family Rating at B3;

   -- Probability of Default Rating at B3;

   -- $500 million senior secured notes rating at Caa1 (LGD4, 50%
from 44%);

   -- Speculative grade liquidity rating at SGL 3

Moody's subscribers can find further details in the HRG Credit
Opinion published on Moodys.com.

Located in New York City, HRG is a holding company that is
majority owned by the Harbinger Group and its related entities.
The company's principal focus is to identify and evaluate business
combinations or acquisitions of businesses. The company has not
generated any revenue year-to-date.

The principal methodologies used in rating HRG was Moody's Global
Packaged Goods Industry methodology published in July 2009,
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011 and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.


HAWKER BEECHCRAFT: Bank Debt Trades at 14% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 85.68 cents-on-
the-dollar during the week ended Friday, June 17, 2011, a drop of
1.47 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended Sept. 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended Sept. 30, 2010, the Company recorded
an operating loss of $81.4 million, compared to an operating loss
of $721.1 million during the comparable period in 2009.  The
improved operating loss versus the prior period was primarily due
to charges of $581.5 million related to asset impairments recorded
during the three months ended Sept. 27, 2009.

The Company's balance sheet at June 27, 2010, showed $3.420
billion in total assets, $3.408 billion in total liabilities, and
stockholders' equity of $11.6 million.  Hawker Beechcraft reported
a net loss of $56.8 million on $639.3 million of total sales for
the three months ended June 27, 2010, compared with net income of
$172.2 million on $816.3 million of sales for the three months
ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HMR IRREVOCABLE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HMR Irrevocable Trust
        P.O. Box 770
        Solana Beach, CA 92075

Bankruptcy Case No.: 11-09916

Chapter 11 Petition Date: June 15, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Judith A. Descalso, Esq.
                  960 Canterbury Pl., Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  E-mail: descalso@pacbell.net

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-09916.pdf

The petition was signed by Parker Slavin, Co-Trustee.


HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Host Hotels & Resorts' Ba1
senior unsecured debt rating and revised the outlook to positive
from stable. The revision to positive outlook reflects the decline
in effective leverage, improvements in other credit metrics
coupled with the improvement in lodging fundamentals which should
translate to higher earnings over the near term. Moody's expects
that Host Hotels will maintain its conservative capital structure
by funding growth on a leverage-neutral basis and maintain its
large pool of unencumbered assets over the intermediate term.

Host Hotels continues to demonstrate its commitment to a
conservative capital structure. Book leverage (debt plus preferred
as a percentage of gross assets) decreased to 31.4% at 1Q11 from
33.1% and 37.2% at 1Q10 and 1Q09, respectively. The REIT's net
debt to recurring EBITDA was 6.1X for the trailing 12 months
ending 1Q11, higher than 5.3X TTM 1Q10, but this reflected over $1
billion of acquisitions in the quarter without the benefit of full
year EBITDA contribution from those assets. Host Hotel's operating
performance has been trending positive, with RevPAR increasing
5.4% in 1Q11 over 1Q10 with average room rate driving the
increase. Moody's expects material improvement in net debt to
EBITDA by YE2011 driven by higher earnings.

The Ba1 senior unsecured debt rating reflects the REIT's strong
asset quality, solid liquidity, a large unencumbered asset pool
and moderate leverage. These positive aspects are offset by the
cyclicality and high fixed costs associated with the lodging
industry, as well as the resulting cash flow and profit
volatility.

Moody's indicated that an upgrade would be predicated upon
sustainable fixed charge coverage in excess of 2.5X and net debt
to TTM EBITDA at or below 4.0X. The outlook would be revised back
to stable should the lodging industry experience a material
decline which would result in fixed charge coverage below 2.0X
and/or further declines in EBITDA margin (currently 20%.) In
addition, should the REIT's funding strategy result in more
leverage the oulook would be revised to stable. The ratings would
be downgraded should fixed charge coverage slip below 1.5X, net
debt to TTM EBITDA exceed 6.0X on a sustained basis, or debt
covenant cushion deteriorate materially.

These ratings were affirmed with a positive outlook:

Host Hotels and Resorts, Inc. -- senior unsecured debt at Ba1,
with these rated bonds being obligations of Host Hotels & Resorts,
L.P.; industrial revenue bonds at Ba1, with these bonds being
obligations of Host Hotels & Resorts, L.P.

Host Hotels & Resorts, L.P. -- senior unsecured debt at Ba1.

Moody's last rating action with respect to Host Hotels & Resorts,
Inc. was on June 29, 2010, when Moody's affirmed the ratings of
Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.
(senior debt at Ba1), with a stable outlook.

Host Hotels and Resorts, Inc. [NYSE: HST] is a REIT headquartered
in Bethesda, Maryland, USA, that owns upscale and luxury full-
service hotels and resorts operated primarily under premium
brands, such as Marriott, Starwood, Ritz-Carlton and Hyatt. The
REIT, the largest in the lodging REIT sector, owns or holds
controlling interest in approximately 123 lodging properties.

The principal methodology used in rating Host Hotels & Resorts,
Inc. was the Rating Methodology for REITs and Other Commercial
Property Firms, published in July 2010.


ICAHN ENTERPRISES: Moody's Revises Outlook, Affirms Ba3 Ratings
---------------------------------------------------------------
Moody's Investors Service has revised the outlook for Icahn
Enterprises L.P.'s corporate family and senior debt ratings to
stable from negative and affirmed the rating at Ba3.

In revising the outlook to stable, Moody's factored in the strong
rebound in asset values, a more stable economic environment and
merger and acquisition market, as well as the improved performance
in Icahn's investment management and automotive segments.
Offsetting the improvements was the company's decision to return
$1.8 billion of fee paying AUM to outside investors, which removed
a steady source of income.

Moody's Ba3 rating on the senior unsecured debt issued by Icahn
Enterprises is based on the risks and uncertainties of the
company's investment strategies and the performance of its
subsidiary businesses. The company has two cash flow sources to
service its debt: a) proceeds from the sale of controlling stakes
in its operating subsidiaries; and b) earnings from and the sale
of holdings in its asset management or hedge fund operations. Both
of these cash flow streams can be volatile because of the inherent
unpredictability in buying and selling majority stakes in
companies as well as the reliance on a portfolio concentrated in a
limited number of companies.

Moody's views the company's liquidity to be adequate with
significant cash balances at the holding company, investments
available for sale, debt maturities spread out over the medium
term, and Moody's expectation for the continued growth in earnings
from its investment portfolio. Moody's will continue to monitor
Icahn Enterprises closely regarding the possible utilization of
its large cash position for potential acquisitions and any
divestures of its majority stakes.

Moody's rating also reflects the risks and volatility of activist
investing and the potential need to support the company's
subsidiaries. In Moody's view, Icahn Enterprises presently faces
a) greater uncertainty as to the timing of corporate asset sales
and b) greater usage of debt in recent years to maintain the
standby liquidity typically needed to execute activist investing
strategies. Moody's added that Icahn Enterprises' succession
planning remains an important rating consideration due to the
company's dependency on Mr. Icahn to execute strategies and
trigger change as an activist investment firm.

These developments could lift the rating: continued improvement in
financial profile, greater clarity on financial discipline
including commitment to leverage targets, more predictable sources
of cash flow including up-streaming of earnings from subsidiaries,
successful execution of a monetization of one of its subsidiary
investments, and addressing governance issues regarding
succession.

These developments could lead to a rating downgrade: deterioration
of valuations or credit strength of the operating subsidiaries or
investment management segment and sustained reduction in liquidity
at the holding company below $1.0 billion.

The last rating action on Icahn Enterprises was on Nov 8, 2010
when Moody's affirmed the company's ratings.

Icahn Enterprises L.P. is a publicly traded master limited
partnership that is 92.6% owned by Carl C. Icahn. The primary
business strategy of Icahn Enterprises is generating returns in
its activist hedge funds and direct equity investing in companies
to unlock value. The company operates multiple business segments
including investment management, automotive, metals, real estate,
home fashion, railcar, gaming and food packaging. The company's
investment management business had $5.4 billion in assets under
management as of March 31, 2011.

The principal methodologies used in this rating were "Global
Investment Holding Company Methodology" and "Moody's Global Rating
Methodology for Asset Management Firms" both published in October
2007, which can be found at www.moodys.com in the Credit Policy &
Methodologies directory, in the Ratings Methodologies sub-
directory under the Research & Ratings tab.


IMAGEWARE SYSTEMS: Issues $500,000 Promissory Note to N. Goldman
----------------------------------------------------------------
ImageWare Systems, Inc., issued a secured convertible promissory
note in the principal amount of $500,000 to Neal Goldman, an
existing investor.  The Note is due June 9, 2013, and accrues
interest at the rate of 6% per annum payable at Maturity.  The
Lender may elect to convert the outstanding principal and accrued
interest into shares of the Company's common stock, $0.01 par
value, at a conversion price of $1.25 per share, subject to
certain adjustments.

In connection with the issuance of the Note, the Company and the
Lender entered into an amendment to the Security Agreement, dated
Dec. 28, 2010, to secure all amounts due under the terms of the
Note.  As a result of the Amendment, payment of all amounts due
under the terms of the Note is secured by substantially all assets
of the Company.

In addition, the Company issued to the Lender a warrant to
purchase 300,000 shares of Common Stock exercisable at $1.25 per
share, subject to certain adjustments.  The Warrant terminates, if
not previously exercised, two years from the date of issuance, or
June 9, 2013.  The Warrant contains a cashless exercise provision
allowing the Lender to exercise the Warrant without tendering the
exercise price of the Warrant, subject to a reduction of the
number of shares of Common Stock issuable upon exercise of the
Warrant.

The Company intends to use the proceeds from the issuance of the
Note to provide for the Company's working capital needs, including
providing necessary funds to complete the audit of the Company's
financial statements for the years ended Dec. 31, 2010, and 2009,
thereby allowing the Company to file all delinquent periodic and
other reports with the Securities and Exchange Commission, as
required under the Securities Exchange Act of 1934, as amended.

Neither the Notes, the Warrants, nor the securities issuable upon
conversion of the Notes or exercise of the Warrants, have been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent the
registration or an applicable exemption from the registration
requirements of the Securities Act.  The transactions contemplated
hereby are exempt from the registration requirements of the
Securities Act, pursuant to Regulation D or Section 4(2).

The Company currently has insufficient authorized shares of its
Common Stock to provide for the issuance of the Derivative Shares.
The Company intends to seek shareholder approval to amend its
Certificate of Incorporation to increase the number of authorized
shares of Common Stock to permit the issuance of the Derivative
Shares upon exercise of the Warrants, or conversion of the Note,
as the case may be.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


INTEGRATED FREIGHT: Approves Issue of 1.59 Million Common Shares
----------------------------------------------------------------
As of May 31, 2011, Integrated Freight Corporation approved the
issue of 1,591,000 shares of the Company's common stock.  The
Company has relied on the exemption from registration provided in
Section 4(2) of the Securities Act of 1933, in that the offer and
sale of the shares did not involve a public offering.  The Company
had a preexisting relationship with each purchaser as an existing
investor in the Company's common stock or as an existing lender.
The Company did not pay any commissions or other compensation in
connection with the issue of these shares, and no broker was
involved in the transactions.

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


JACKSON HEWITT: Withdraws Plea for Wells Fargo Cash Collateral Use
------------------------------------------------------------------
Jackson Hewitt Tax Service Inc., et al, notified the U.S.
Bankruptcy Court for the District of Delaware that they had
withdrawn their motion to (I) authorize payment and funding of
certain obligations to employees, (ii) authorize continued use of
the Debtors' existing cash management system, (iii) authorizing
the use of cash collateral.

The Debtors, Wells Fargo Bank, N.A., successor-by-merger to
Wachovia Bank, N.A., as administrative agent, and various lenders
are parties to that certain Amended and Restated Credit Agreement,
dated as of Oct. 6, 2006.  As of the Petition Date, the Debtors
were obligated on (a) approximately $288.2 million principal
amount of term loans under the Credit Agreement, (b) approximately
$65.6 million principal amount of outstanding revolver loans under
the Credit Agreement (including unpaid interest that has accrued
and been capitalized), and (c) approximately $2.4 million under
related hedge agreements.

The obligations under the credit agreement are secured by a first
priority lien on all of the Debtors' assets, including all of the
Debtors' cash.

The lenders have consented to the Debtors' continued use of cash
collateral.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens and superpriority claims, subject to certain
carve out.

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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

Wells Fargo Bank, N.A., the Administrative Agent to the
prepetition lenders, is represented by Reed Smith.  Bayside
Capital Inc. is represented by Milbank Tweed Hadley & McCloy LLP.


JACKSON HEWITT: Prepackaged Plan Outline Hearing Set for July 8
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware, in a May 25, 2011, order, will convene a
hearing on July 8, 2011, at 11:30 a.m. (Eastern Time), to consider
adequacy of disclosure statement and confirmation of Jackson
Hewitt Tax Service Inc.'s Prepackaged Plan of Reorganization dated
May 23.  Objections, if any, are due June 30.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

Under the Plan, each holder of an allowed Class 3 Secured Senior
Credit Facility Claim will receive (a) its pro rata share of a new
term loan facility, (b) its pro rata share of 100% of the new
common stock of reorganized Jackson Hewitt Tax Service Inc.,
subject to dilution on account of a management incentive plan to
be implemented by the new board of the reorganized Debtors, and
(c) the opportunity to participate in their pro rata share of a
new $115 million revolving credit facility.  Those who participate
will receive their pro rata share of cash on the Debtors' balance
sheet in excess of $5 million plus the proceeds of the initial
draw under such credit facility.  The remaining seven classes are
either (a) unimpaired under the Plan and, therefore, are deemed to
accept the Plan, or (b) are impaired under the Plan and will
receive no recovery and, therefore, are deemed to reject the Plan.

None of the Debtors other unsecured creditors will receive
recovery under the Plan.  This includes persons who have causes of
action against the Debtors, whether or not  the causes of action
are subject to pending litigation, that could have been asserted
against the Debtors prior to the plan effective date.  The causes
of action include those arising out of or related to the Debtors'
involvement with refund anticipation loans (RALs) and other
financial products.

All existing equity interests in Jackson Hewitt, uncluding
publicly-traded stock, will be canceled.  Holders of stock and
other equity interest will receive no recovery under the Plan.

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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

Wells Fargo Bank, N.A., the Administrative Agent to the
prepetition lenders, is represented by Reed Smith.  Bayside
Capital Inc. is represented by Milbank Tweed Hadley & McCloy LLP.

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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

Wells Fargo Bank, N.A., the Administrative Agent to the
prepetition lenders, is represented by Reed Smith.  Bayside
Capital Inc. is represented by Milbank Tweed Hadley & McCloy LLP.


JEAN TANAKA: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: The Jean Tanaka Trust, Jeannie Tanaka Trust
        P.O. Box 241256
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-35577

Chapter 11 Petition Date: June 14, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Robert E. Canny, Esq.
                  LAW OFFICES OF ROBERT E. CANNY
                  5042 Wilshire Blvd., Suite 885
                  Los Angeles, CA 90036
                  Tel: (213) 401-3996
                  Fax: (310) 775-5097

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jeannie Tanaka            Loan                   $300,000
P.O. Box 241256
Los Angeles, CA 90024

The petition was signed by Jeannie Tanaka, Trustee of the Jean
Tanaka Trust.


KATHLEEN LACKEY: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kathleen Lackey, D.V.M., P.A.
          dba Elk Neck Veterinary Clinic
        1657 Turkey Point Road
        North East, MD 21901

Bankruptcy Case No.: 11-22508

Chapter 11 Petition Date: June 13, 2011

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

Judge: Robert A. Gordon

Debtor's Counsel: Howard M. Heneson, Esq.
                  HOWARD M. HENESON, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  E-mail: hheneson@bankruptcymd.com

Scheduled Assets: $154,177

Scheduled Debts: $1,959,920

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-22508.pdf

The petition was signed by Kathleen Lackey Gonzalez,
president/owner.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
John B. & Kathleen L. Gonzalez        11-19559            05/06/11


KENNETH STEVENSON: Court Calls Ch. 11 Case a "Waste of Time"
------------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar granted the request of
Kenneth L. Stevenson for dismissal of his Chapter 11 case.  Judge
Marlar noted that the Debtor should have filed a chapter 7, rather
than waste everyone's time in a chapter 11 case.  Judge Marlar
also approved fees to the Debtor's counsel.

The U.S. Trustee filed a separate motion to dismiss the case or
convert it to Chapter 7 based on a litany of shortcomings,
including failure to file any monthly operating reports and to pay
quarterly fees.  The U.S. Trustee stated that it did not object to
dismissal on condition that the Debtor paid the quarterly fees and
the Debtor's counsel provide proof that the retainer was not used
for the criminal defense of the Debtor.

Judge Marlar said it would be futile to require that the Debtor
become current in filing monthly operating reports and payment of
the U.S. Trustee fees.  "It is best to simply get this case out of
the system," he said.

A copy of Judge Marlar's June 9, 2011 Memorandum Decision is
available at http://is.gd/PTkDIEfrom Leagle.com.

Kenneth L. Stevenson, dba T & K Enterprises and T & K Auto Sales,
and an inmate at Yuma County Adult Detention Facility, filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 10-30556) on
Sept. 23, 2010.  He was released from prison in either December
2010 or January 2011.  The Law Offices Of Robert M. Cook PLLC --
robertmcook@yahoo.com -- serves as bankruptcy counsel.  In his
petition, Mr. Stevenson estimated $100,001 to $500,000 in assets
and $1 million to $10 million in debts.


KT SPEARS: Wants to Use RBC Bank's Cash for Greenhill Apartments
----------------------------------------------------------------
KT Spears Creek, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas for authorization use the cash
collateral of RBC Bank.

The Debtor's assets includes real estate holdings which includes
an operating apartment complex and an additional area on which a
second apartment complex may be constructed.  The operating
apartment complex, Greenhill Parish Crossing Apartments Homes,
located in Elgin, South Carolina is substantially occupied.  The
Debtor's remaining two real estate holdings are comprised of
undeveloped commercial land.

As of the Petition Date, the Debtor owes:

1. approximately $22,646,397 under the RBC Bank Note secured by a
   mortgage, assignment of rents and security agreement dated as
   of May 25, 2006, covering certain property, including the
   Greenhill Apartments;

2. approximately $6,300,000 under the First Savers Loan Agreement
   secured by a mortgage, assignment, security agreement and
   fixture filing dated as of Dec. 21, 2007, covering
   approximately 65 acres of undeveloped commercial real property
   located near Columbia, South Carolina; and

3. approximately $870,000 under a loan agreement between the
   Debtor and First Palmetto Savings Bank entered into in 2006 and
   secured by interests in approximately 7 acres of undeveloped
   commercial real property located near Pontiac, South Carolina.

The Debtor has an immediate need to use cash collateral, including
cash proceeds, to operate its business, including the Greenhill
Apartments.

The Debtor believes that RBC Bank is adequately protected.
Notably, RBC Bank is oversecured and holds an equity cushion in
its alleged collateral.  However, to the extent the Court believes
that RBC Bank is entitled to additional adequate protection, the
Debtor proposes to adequately protect the alleged interests of
RBC Bank in its prepetition collateral in a number of ways: (i)
the Debtor will offer to maintain the going concern value of the
alleged collateral by using the cash collateral to continue to
operate the Debtor's business; (ii) all expenses relating to the
Greenhill Apartments are being incurred to support RBC Bank's
alleged collateral.

In addition, the Debtor proposes to provide further adequate
protection to RBC Bank in the form of payment of contractual
interest at the non-default rate pursuant to the terms of the RBC
Bank Note.

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors
has been appointed in the case.

On Nov. 12, 2010, the Court of Common Pleas appointed Henry W.
Moore of Colliers International as receiver over certain property,

including the Greenhill Apartments and rents and profits
therefrom.


KT SPEARS: Wants to Obtain $100,000 DIP Loan from Lender JK Air
---------------------------------------------------------------
KT Spears Creek, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas for authorization to obtain
postpetition financing of $100,000 from JK Air Investment Group,
LLC.

The Debtor's assets includes real estate holdings which includes
an operating apartment complex and an additional area on which a
second apartment complex may be constructed.  The operating
apartment complex, Greenhill Parish Crossing Apartments Homes,
located in Elgin, South Carolina is substantially occupied.  The
Debtor's remaining two real estate holdings are comprised of
undeveloped commercial land.

As of the Petition Date, the Debtor owes:

1. approximately $22,646,397 under the RBC Bank Note secured by a
   mortgage, assignment of rents and security agreement dated as
   of May 25, 2006, covering certain property, including the
   Greenhill Apartments;

2. approximately $6,300,000 under the First Savers Loan Agreement
   secured by a mortgage, assignment, security agreement and
   fixture filing dated as of Dec. 21, 2007, covering
   approximately 65 acres of undeveloped commercial real property
   located near Columbia, South Carolina; and

3. approximately $870,000 under a loan agreement between the
   Debtor and First Palmetto Savings Bank entered into in 2006 and
   secured by interests in approximately 7 acres of undeveloped
   commercial real property located near Pontiac, South Carolina.

The Debtor relates that it lacks sufficient liquidity to support
its operations and reorganization efforts.  The Debtor will use
the financing to meet its ongoing working capital and general
business needs while it seeks confirmation of a plan of
reorganization.

The terms of the DIP Facility are:

Amount of Financing:       $100,000 in principal

Lender :                   JK Air Investment Group, LLC

Term:                      The maturity date of the DIP Loan is
                           the earlier of (i) June 1, 2012, (ii)
                           one (1) year from the closing date of
                           the DIP Loan; (iii) the conversion or
                           dismissal of this bankruptcy case; or
                           (iv) the effective date of a plan of
                           reorganization for the Debtor.

Interest Rate:              The DIP Loan will bear interest at a
                            rate of 12% per annum, compounded
                            monthly.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender junior perfected
liens on all property of the Debtor subject to existing valid,
perfected, enforceable, and unavoidable liens on the property.

The Debtor will also pay the lender an origination fee equal to 5%
of the aggregate principal amount of the DIP Loan.  The Commitment
Fee will be payable to the lender on the effective date of the DIP
documents.

The Debtor is represented by:

         Matthew S. Okin, Esq.
         Maggie D. Connerm Esq.
         1113 Vine St., Suite 201
         Houston, TX 77002
         Tel: (713) 228-4100
         Fax: (888) 865-2118
         E-mail: mokin@oakllp.com
                  mconner@oakllp.com

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors
has been appointed in the case.

On Nov. 12, 2010, the Court of Common Pleas appointed Henry W.
Moore of Colliers International as receiver over certain property,
including the Greenhill Apartments and rents and profits
therefrom.


KURRANT MOBILE: Court Approves Settlement with Socius
-----------------------------------------------------
The Superior Court of the State of California for the County of
Los Angeles, Central District, entered an Order Approving
Stipulation for Settlement of Claim in the matter entitled "Socius
CG II, Ltd., a Bermuda exempted company, Plaintiff vs. Kurrant
Mobile Catering, Inc., d/b/a Cogito Media Group, Defendant, Case
No. BC462845.  The Court Order provides for the full and final
settlement of the claim of the Plaintiff against Kurrant Mobile
Catering, Inc.  The Plaintiff purchased  the Claim from 14
creditors of the Company, pursuant to the terms of those certain
claim purchase agreements dated effective as of June 1, 2011,
between the Plaintiff and each of the Creditors.  The Claim
consists of the right to receive payment of an aggregate of
$260,432 pursuant to the terms of several invoices delivered to
the Company by the Creditors.  Pursuant to the terms of the Court
Order, effective June 13, 2011, the Company issued and delivered
to the Plaintiff an aggregate of 58,716,019  shares of common
stock, subject to adjustment as set forth in the Court Order.

The Settlement Shares represent approximately 9.9% of the total
issued and outstanding shares of common stock of the Company
immediately following the issuance of such Settlement Shares.  The
total number of shares of the Company's common stock to be issued
to the Plaintiff or its designee in connection with the Court
Order will be adjusted on the 21st trading day following the date
on which the Settlement Shares are issued, as follows: (i) if the
number of VWAP Shares exceeds the number of Settlement Shares
initially issued, then the Company will issue to the Plaintiff or
its designee additional shares of the Company's common stock equal
to the difference between the number of VWAP Shares and the number
of Settlement Shares, and (ii) if the number of VWAP Shares is
less than the number of Settlement Shares, then the Plaintiff or
its designee will return to the Company for cancellation that
number of shares equal to the difference between the number of
VWAP Shares and the number of Settlement Shares.

The number of VWAP Shares is equal to: (i) $260,432 divided by 70%
of the volume weighted average price as reported by Bloomberg LP
of the Company's common stock over the 20-day trading period
immediately following  the date of which the Settlement Shares
were delivered to the Plaintiff, plus (ii) the Plaintiff's actual
legal fees, expenses and costs incurred in connection with this
transaction, with the total dollar amount divided by the VWAP of
the Company's common stock over the 20-day trading period
immediately following the date on which the Settlement Shares were
delivered to the Plaintiff.  In no event will the number of shares
of common stock issued to the Plaintiff or its designee in
connection with the settlement of the Claim, aggregated with all
shares of common stock then owned or beneficially owned or
controlled, collectively, by the Plaintiff and any of its
affiliates, at any time exceeds 9.99% of the total number of
shares of the Company's common stock then outstanding.

                       About Kurrant Mobile

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

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

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


LA JOLLA: Has 24.94 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that since June 6, 2011,
it had converted approximately 18 shares of Series C-1 1
Convertible Preferred Stock into a combined total of 3,084,666
shares of common stock.  Following these conversions, the Company
had a total of 24,940,989 shares of common stock issued and
outstanding as of June 13, 2011.

                   About La Jolla Pharmaceutical

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

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

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

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


LAREDO PETROLEUM: Moody's Reviews Ratings; Direction Uncertain
--------------------------------------------------------------
Moody's Investors Service placed Laredo Petroleum, Inc.'s Caa1
Corporate Family Rating and Caa2 senior notes rating under review,
direction uncertain. These actions reflect Laredo's announcement
of a definitive agreement to acquire privately held Broad Oak
Energy, Inc. for approximately $1 billion. The aggregate
consideration will consist primarily of newly issued units of
Laredo, and Laredo will repay Broad Oak's existing bank debt with
borrowings under a revised larger secured borrowing base credit
facility.

"The review of the CFR reflects the limited amount of information
that is currently available about Broad Oak," commented Jonathan
Kalmanoff, Moody's Analyst. "The review of the senior note rating
reflects both the review of the CFR as well as the potential for
increased notching between the CFR and the notes depending on how
the final capital structure evolves given the increasing size of
the secured credit facility."

The review will examine the quality of Broad Oak's assets,
Laredo's evolving capital structure, and Laredo's post-acquisition
growth plans and financial strategy and will be concluded upon
receipt of sufficient information to assess the impact of the
transaction.

Laredo has adequate liquidity with $200 million of availability
under its senior secured borrowing base revolver as of March 31,
2011 and $9.5 million of cash. Pro forma for the transaction, the
company expects to have roughly the same amount of total liquidity
(cash plus revolver availability). As of March 31, 2011 Laredo was
well within compliance with the credit facility's covenants.

The principal methodology used in rating Laredo was the
Independent Exploration and Production (E&P) Industry Methodology,
published December 2008. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LAREDO PETROLEUM: S&P Puts 'B-' Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Laredo
Petroleum Inc., including its 'B-' corporate credit rating, on
CreditWatch with positive implications. "This indicates that we
could either raise or affirm the ratings following completion of
our review. In January 2011, Laredo Petroleum issued $350
million of senior unsecured notes due 2019," S&P said.

"The CreditWatch listing follows Laredo's announcement that it has
entered into a definitive agreement to merge with Broad Oak Energy
Inc. in a transaction totaling $1 billion in aggregate
consideration," said Standard & Poor's credit analyst Patrick
Jeffrey. "The combined entity would also have new credit facility
with an initial borrowing base of $650 million. We believe this
transaction would enhance Laredo's business risk profile by
increasing its scale, particularly in the Permian Wolfberry oil
play. In our assumptions for the existing ratings, we expected
Laredo to generate negative free cash flow in the near term as it
funded its drilling program and that total debt to EBITDA could
exceed 4x."

"We will meet with management to discuss the planned transaction
and its impact on both Laredo's business risk and financial risk
profile. In resolving the CreditWatch listing, we will evaluate
key issues including the increased scale of the company's
operations, the combined entity's drilling program, and expected
key credit measures and liquidity. We would expect to either raise
or affirm our ratings on Laredo upon completion of our review,"
S&P said.


LEHMAN BROTHERS: Marsal Predicts Distribution in 2012 Q1
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bryan Marsal, the chief executive officer for the
liquidation of Lehman Brothers Holdings Inc., said in an interview
on CNBC that he expects ultimately to recover $60 billion to $65
billion in cash for creditors.  Although he anticipates there will
be "holdouts" among creditors, Mr. Marsal said distributions
should begin in the first quarter of 2012, about 3 1/2 years after
the bankruptcy was filed.

Mr. Rochelle relates that a June 28 hearing is scheduled for
approval of disclosure statements explaining three competing
reorganization plans.  Lehman has one plan.  The others are from
creditor groups, one favoring so-called substantive consolidation
and the other against.  Lehman's plan is in the middle, giving
something more to creditors benefiting from substantive
consolidation while taking away from those who don't.  The current
schedule calls for holding a confirmation hearing in November for
approval of whichever plan is accepted by creditors and approved
by the bankruptcy judge in Manhattan.

                    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 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)


LINCOLN SETTLE INN: Trial Date Continued in Lender's Suit
---------------------------------------------------------
Senior District Judge Lyle E. Strom granted Crown Group, Inc.'s
motion for continuance of trial date and related dates in the
lawsuit, U.S. Bank National Association, as Trustee, successor-in-
interest to Bank of America, N.A., as Trustee, successor to Wells
Fargo Bank, N.A., as Trustee, for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2055-C22, v. David D. Graf, an
individual, and Crown Group, Inc., a South Dakota corporation, No.
8:10CV361 (D. Neb.).

Crown Group said there are extensive connections between the
lawsuit and the bankruptcy cases of Omaha Settle Inn Limited
Partnership, Lincoln Settle Inn Limited Partnership, CB Settle Inn
Limited Partnership, Bellevue Settle Inn Limited Partnership,
Altoona Settle Inn Limited Partnership, Kaukauna Lodging, Inc.,
Grand Forks Lodging Limited Partnership, Grand Forks Settle Inn
Limited Partnership, Lincoln Ventures, LLC, and Seward Lodging
Builders, Inc.

Crown Group requested that the District Court modify and amend a
Final Progression Order entered on Jan. 12, 2011, to continue the
trial date currently scheduled for July 12, 2011 through July 13,
2011 for 90 days, to allow sufficient time for a plan to be
confirmed in the bankruptcy cases.  Crown Group also requested the
continuance of the pre-trial conference scheduled for June 20,
2011.

The Debtors are borrowers identified in the plaintiff's amended
complaint, divided into loan groups Pool I and Pool II.  The
Plaintiff asserts that defendant David Graf personally guaranteed
most of the Debtors' loans from plaintiff.  The Plaintiff claims
that the amounts owed by the Debtors are secured by all or
substantially all of the Debtors' assets, including the hotels,
pursuant to 10 separate deeds of trust or mortgages.  Crown Group
provides vital and necessary management services for all of the
hotels.

Judge Strom said Crown Group has shown good cause, as the
confirmation process in the related bankruptcy cases will have a
significant and likely dispositive effect on the lawsuit.  Much of
plaintiff's case against Crown Group is premised on the management
agreements between Crown Group and debtors.  Counsel for debtors
has advised counsel for Crown Group that they expect to file a
Plan and Disclosure Statement by mid-June 2011.  This process
should be completed within 90 days.  Taking into account that
plaintiff is the largest single secured creditor in the bankruptcy
cases, and Crown Group's relationship with and work that it
performs for the debtors, confirmation of the Plan will likely aid
in the resolution of plaintiff's claims against Crown Group.

A copy of Judge Strom's June 14, 2011 Order is available at
http://is.gd/ZIteWbfrom Leagle.com.

                    About Lincoln Settle Inn

Omaha Settle Inn Limited Partnership, Lincoln Settle Inn Limited
Partnership, CB Settle Inn Limited Partnership, Bellevue Settle
Inn Limited Partnership, Altoona Settle Inn Limited Partnership,
Kaukauna Lodging, Inc., Grand Forks Lodging Limited Partnership,
Grand Forks Settle Inn Limited Partnership, Lincoln Ventures, LLC,
and Seward Lodging Builders, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Neb. Case No. 10-43011) on Oct. 1, 2010.  Judge Thomas
L. Saladino presides over the cases. Robert V. Ginn, Esq. --
rvgbknotice@huschblackwell.com -- at Husch Blackwell Sanders,
serve as bankruptcy counsel.  Lincoln Settle Inn estimated $1
million to $10 million in assets and debts.  The petition was
signed by David D. Graf, partner.


LUBAVITCH CHABAD: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lubavitch Chabad Of The Loop, Gold Coast And Lincoln Park,
        a domestic corporation
        1236 North Dearborn
        Chicago, IL 60610

Bankruptcy Case No.: 11-24809

Chapter 11 Petition Date: June 13, 2011

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

Judge: Pamela S. Hollis

Debtor's Counsel: Neil P. Gantz, Esq.
                  NEIL GANTZ LAW OFFICES
                  105 W. Madison Street
                  Chicago, IL 60602
                  Tel: (312) 726-4880
                  Fax: (312) 236-6999
                  E-mail: neilgantz@yahoo.com

Scheduled Assets: $47,150

Scheduled Debts: $5,624,884

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-24809.pdf

The petition was signed by Neil P. Gantz.


MACCO PROPERTIES: Court OKs Dennis Maley as Committee's Accountant
------------------------------------------------------------------
The Official Unsecured Creditors' Committee in Macco Properties,
Inc.'s bankruptcy case is authorized by the Court to retain
Dennis Maley, CPA, as accountant.

The Committee has identified a need for accounting assistance and
determined that it would be beneficial to the Committee and the
unsecured creditors for the Committee to engage an accountant to
advise the Committee in connection with the complex and
interrelated transactions between the Debtor and its affiliates.

The Committee has agreed to compensation of Dennis Maley on an
hourly basis with Mr. Maley at the rate of $200 per hour, plus
reimbursement of reasonable, necessary expenses.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.   Ruston C. Welch -- rwelch@welchlawpc.com --
at the Welch Law Firm, P.C., is the attorney for the official
unsecured creditors' committee.


MAD CORP.: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mad Corp., LLC
          dba Oyster Bar Grill Restaurant
              Paseans Pizza
        57 Circuit Avenue
        Oak Bluffs, MA 02557

Bankruptcy Case No.: 11-15693

Chapter 11 Petition Date: June 14, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street, Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

Scheduled Assets: $1,488,500

Scheduled Debts: $1,637,026

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-15693.pdf

The petition was signed by Michael D. Gillespie, manager.


MAIN ST: S&P Assigns 'B-' Long-Term Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' long-term
counterparty credit ratings to U.S.-based consumer lender Main St.
Personal Finance Inc. "At the same time, we assigned a 'B-' issue
rating to the proposed $95 million, fixed-rate, eight-year senior
secured notes. The recovery rating on the notes is '4',
which indicates an average recovery, of 30% to 50%, for MSPF's
bondholders," S&P said.

"Legislative and regulatory risk, geographic and revenue
concentration, and negative tangible equity limit the ratings on
MSPF," said Standard & Poor's credit analyst Adom Rosengarten.
"Offsetting these negative factors are the favorable demand for
payday and check cashing products as well as the limited credit
risk exposure stemming from the short-term nature and granularity
of its loan portfolio. The ratings account for our expectation
that the company will complete its proposed acquisition of ECA
Holding LLC and LEJ Holding LLC (jointly ECA, not rated) within
the next few months."

"Regulatory risk is a concern and limits the ratings on MSPF since
it is industrywide for the payday and check cashing lenders.
However, MSPF's geographic concentration (with operations limited
to a small number of states relative to rated peers) exacerbates
this risk, in our view, since regulatory changes in a single state
could have an outsized, negative impact on MSPF's business. At the
state level, additional regulation or restrictions, including
interest rate ceilings or loan amount limitations, could at the
very least hamper the company's financial profile by restraining
its cash flow generation, and, in more extreme cases, could lead
to store closures. In addition, there is regulatory uncertainty at
the federal level through the recently created Consumer Finance
Protection Bureau -- which will regulate consumer finance
products," S&P related.

"The stable outlook reflects our belief that MSPF's revenue base
will remain concentrated in its payday product over the next two
years, and it will maintain its current risk profile. Unfavorable
regulatory actions in the states in which the company operates--or
at a federal level -- that could hurt earnings and further limit
diversification, or deteriorating debt coverage metrics from
highly leveraged acquisitions, could result in a negative rating
action. However, if MSPF is able to diversify geographically to
lessen regulatory risk while maintaining its current leverage
ratios, we could raise the ratings. In addition, if the company
doesn't complete the proposed ECA acquisition as it was presented
to us, we could change the ratings," S&P said.


MAQ MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MAQ Management, Inc.
        4800 North Federal Highway, Suite 200E
        Boca Raton, FL 33431

Bankruptcy Case No.: 11-26571

Chapter 11 Petition Date: June 15, 2011
Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                              Case No.
        ------                              --------
Super Stop Petroleum, Inc.                  11-26572
Super Stop Petroleum I, Inc.                11-26573
Super Stop Petroleum IV, Inc.               11-26574

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  TALARCHYK MERRILL, LLC
                  777 S. Flagler Drive W. Tower, #800
                  West Palm Beach, FL 33401
                  Tel: (561) 515-6058
                  Fax: (561)515-6001
                  E-mail: dlm@tmbk11.com

                         - and -

                  Tina M. Talarchyk, Esq.
                  TALARCHYK MERRILL, LLC
                  777 South Flagler Drive, #800
                  Phillips Point West Tower
                  West Palm Beach, FL 33401
                  Tel: (561) 515-6058
                  E-mail: tmt@tmbk11.com

MAQ Management's
Estimated Assets: $1,000,001 to $10,000,000

MAQ Management's
Estimated Debts: $1,000,001 to $10,000,000

Super Stop Petroleum's
Estimated Assets: $10,000,001 to $50,000,000

Super Stop Petroleum's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Mahammad A. Qureshi, CEO.

MAQ Management's List of three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Branch Banking and Trust           Commercial Property  $1,734,182
P.O. Box 580050
Charlotte, NC 28258-0050

Branch Banking and Trust           Commercial Property    $970,449
P.O. Box 580050
Charlotte, NC 28258-0050

Iberia Bank                        Commercial Property    $421,760
P.O. Box 20509
West Palm Beach, FL 33417

Super Stop Petroleum's List of 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Branch Banking and Trust           Commercial Property  $2,403,316
P.O. Box 580050
Charlotte, NC 28258-0050

Iberia Bank                        Commercial Property  $1,566,538
P.O. Box 20509
West Palm Beach, FL 33417

Fifth Third Bank                   Commercial Property  $1,151,078
200 East Robinson Street, Tenth Floor
Orlando, FL 32801

Giant Oil Company                  Commercial Property    $949,137
1806 North Franklin Street
Tampa, FL 33602

Iberia Bank                        Commercial Property    $927,687
P.O. Box 20509
West Palm Beach, FL 33417

Giant Oil Company                  Commercial Property    $733,147
1806 North Franklin Street
Tampa, FL 33602

Premier Bank                       Commercial Property    $623,736
1790 Main Street
Sarasota, FL 34236

Branch Banking and Trust           Commercial Property    $591,306
P.O. Box 580050
Charlotte, NC 28258-0050

Giant Oil Company                  Commercial Property    $580,408
1806 North Franklin Street
Tampa, FL 33602

Giant Oil Company                  Commercial Property    $550,197
1806 North Franklin Street
Tampa, FL 33602

Giant Oil Company                  Commercial Property    $518,916
1806 North Franklin Street
Tampa, FL 33602

NAFH                               Commercial Property    $161,209

First State Bank of Arcadia        Commercial Property    $152,631

Premier Bank                       Commercial Property    $126,633

NAFH                               Commercial Property     $94,558

BNK Real Estate, LLC               Commercial Property     $30,000



MARCAL PAPER: Postpetition Employee Benefits Are Admin. Claims
--------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that in a precedential
ruling on Thursday, the Third Circuit said Chapter 11 debtors that
withdraw from multiemployer pension funds were required to
classify employee benefits tied to post-petition work as
administrative expenses.

In a case of first impression, says Law360, the appeals court
found that paper Marcal Paper Mills Inc. improperly designated a
$5.8 million liability for unfunded pension benefits as a general
unsecured claim, and that a district court correctly reversed in
favor of the multiemployer fund.

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc. --
http://www.marcalpaper.com/-- was a privately-held business of
producing finished paper products.  It filed for chapter 11
protection (Bankr. D. N.J. Case No. 06-21886) on Nov. 30, 2006.
Attorneys at Andora & Romano, LLC; Cole, Schotz, Meisel, Forman &
Leonard, P.A.; Windels, Marx, Lane & Mittendorf, LLP; Lowenstein
Sandler PC; and Charles V. Bonin, Esq., represent the Debtor as
counsel.  The Debtors selected Logan and Company Inc. as claims
agent.  In its schedules filed with the Court, the
Debtor disclosed total assets of $178,626,436 and total debts of
$178,890,725.


MARKET STREET: Taps Cohen Financial to Assist in Marketing Review
-----------------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to employ Cohen
Financial as financial advisor.

As financial advisor, Cohen will:

   -- assist the Debtor in analyzing and evaluating the business,
      operations and financial position of the Debtor;

   -- with the Debtors' assistance prepare, after completing a
      review of the Debtor, a brief summary of the Debtor, to be
      utilized in the marketing of the Debtor for any type of
      transaction; and

   -- assist the Debtor in developing a strategy to effectuate a
      transaction, including identifying and soliciting potential
      investor prospects and marketing a transaction.

The Debtor proposes to pay a fixed monthly fee of $5,000 until
Dec. 31, 2011.  Upon approval of the terms of engagement letter,
the Debtor will provide Cohen a $7,000 retainer.

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

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  The Debtors tapped James E.
Fitzmorris, Jr. as political consultant and advisor, Greenberg
Traurig LLP, as special environmental counsel, and Harold A.
Asher, CPA, LLC as forensic accountant.  No trustee or examiner
has been appointed in the case.


MARKET STREET: Wants to Hire Harold Asher as Forensic Accountant
----------------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to employ Harold
A. Asher, CPA, LLC as forensic accountant.

The forensic accountant has not received a retainer for services
to be rendered to the Debtors.

The Debtors need the forensic accountant to prosecute certain
claims of the estate in connection with adversary proceeding
number 11-1003 pending before this Court.  The services to be
provided include (i) investigatory accounting services; (ii)
advice on the accounting aspects of the litigation matters, and
(iii) other forensic accounting services as requested or required.

The hourly rates of the forensic accountant and its employees are:

         Mr. Asher               $400
         Jeffrey Meyers          $225
         Staff               $100 - $120

The Debtor will also compensate the forensic accountant for court
appearances at $800 for the first hour, and $400 for additional
time.

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

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  James E. Fitzmorris, Jr.
serves as political consultant and advisor.  No trustee or
examiner has been appointed in the case.


MARKET STREET: Taps Greenberg Traurig for Environmental Matters
---------------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to employ
Greenberg Traurig LLP, as special environmental counsel.

Greenberg will represent the Debtor with regard to resolving
certain complex environmental matters relating to its properties.

The hourly rates of Greenberg's personnel are:

          Curtis B. Toll             $525
          Samantha Corson            $440
          Paul McIntyre              $425
          Adam Silverman             $220

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

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  The Debtors tapped James E.
Fitzmorris, Jr. as political consultant and advisor, and Harold A.
Asher, CPA, LLC as forensic accountant.  No trustee or examiner
has been appointed in the case.


MARKET STREET: Taps James Fitzmorris as Political Consultant
------------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to employ James
E. Fitzmorris, Jr. as political consultant and advisor.

Mr. Fitzmorris will be assisting the Debtor in the development of
an approximately 500,000 square foot power plant, two substations,
and three parcels of vacant land.

The Debtor will pay Mr. Fitzmorris a monthly fee of $6,000.  The
employment will be on a monthly basis and can be terminated by
either party at any time.

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

The Debtor scheduled a June 21 meeting on its requested employment
of Mr. Fitzmorris.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  No trustee or examiner has
been appointed in the case.


MCINTOSH STATE BANK: Closed; Hamilton Bank Assumes All Deposits
---------------------------------------------------------------
McIntosh State Bank of Jackson, Ga., was closed on Friday, June
17, 2011, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Hamilton State Bank of Hoschton, Ga., to
assume all of the deposits of McIntosh State Bank.

The four branches of McIntosh State Bank will reopen during normal
banking hours as branches of Hamilton State Bank.  Depositors of
McIntosh State Bank will automatically become depositors of
Hamilton State Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of McIntosh State Bank should
continue to use their existing branch until they receive notice
from Hamilton State Bank that it has completed systems changes to
allow other Hamilton State Bank branches to process their accounts
as well.

As of March 31, 2011, McIntosh State Bank had around $339.9
million in total assets and $324.4 million in total deposits.
Hamilton State Bank will pay the FDIC a premium of 0.50% to assume
all of the deposits of McIntosh State Bank.  In addition to
assuming all of the deposits of the failed bank, Hamilton State
Bank agreed to purchase essentially all of the assets.

The FDIC and Hamilton State Bank entered into a loss-share
transaction on $242.1 million of McIntosh State Bank's assets.
Hamilton State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-913-5370.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $80.0 million.  Compared to other alternatives, Hamilton
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  McIntosh State Bank is the 46th FDIC-insured
institution to fail in the nation this year, and the thirteenth in
Georgia.  The last FDIC-insured institution closed in the state
was Atlantic Southern Bank, Macon, on May 20, 2011.


MERCURY PAYMENT: S&P Assigns Preliminary 'B+' Long-Term Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term corporate credit rating to Durango, Colo.-based Mercury
Payment Systems LLC. The outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating and preliminary '2' recovery rating to the company's
proposed $25 million first-lien senior secured revolver and $200
million first-lien senior secured term loan. The preliminary '2'
recovery rating indicates our expectation for substantial (70%-
90%) recovery in the event of a payment default," S&P said.

"MPS' ratings reflect its current narrow addressable market,
limited EBITDA base, high level of competition from entities with
significantly better resources, and the risks associated with the
build-out of its own in-house processing platforms," said Standard
& Poor's credit analyst Alfred Bonfantini. Partially tempering
these considerations are the company's advantageous, embedded
position within its distinct niche, consistently growing
profitability and cash flow, and financial metrics in line with
the rating and likely to become stronger over the near term.


MIAMI BEACH: Moody's Upgrades Bond Rating to 'Baa3' From 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating on $380,000 of
outstanding Housing Authority of the City of Miami Beach, FL,
Mortgage Revenue Refunding Bonds, Series 1997A (Section 8 Assisted
- Midtown Plaza Project) to Baa3 from Ba2. The outlook remains
Stable.

RATING RATIONALE

The bonds are primarily secured by revenues from Shep Davis
(formerly known as Midtown Plaza), a 49-unit residence located in
Miami Beach, FL. The housing project is designated for elderly and
handicapped tenants who receive rent subsidies under the US
Section 8 code.

STRENGTHS

* The project has experienced improving financial performance
  since FY2007 largely due to increases in rental rates. Recent
  Debt Service Coverage Ratios (DSCR) are consistent with an
  investment-grade rating.

* Sufficiently funded accounts that can be used to pay debt
  service.

* Historically, the project has maintained occupancy levels at or
  around 100%.

CHALLENGES

* The bonds do not amortize evenly. The final debt service payment
  on the bond maturity date of 9/1/2012 requires a large principal
  payment of $235,000, which increases the importance of
  preserving the debt service reserve fund.

DETAILED CREDIT DISCUSSION

The project previously experienced DSCRs below 1.0x and thus was
downgraded to speculative grade in 2008. Since that time, the
metric has gradually recovered since FY2007 and is currently 1.37x
(excluding reserve for replacement expense), an increase of 0.12x
from the previous fiscal year.

A 6% rent increase effective as of July 2010 bolstered Shep Davis'
revenue stream and played a critical role in the project's
steadily improving financial performance, specifically its DSCR.
Even with the increase, rent remains below Fair Market Rent (FMR)
in the Miami, FL metropolitan area which allows Shep Davis to
maintain its marketability as an affordable housing project. The
project's ability to maintain high occupancy levels has mitigated
risks associated with vacancies, particularly for a residence with
only 49 units.

Pledged fund balances as of May 2011 demonstrate the ability to
provide a sufficient amount of cushion in the bonds' final year
until maturity. Barring any taps on these accounts for unforeseen
reasons, Moody's expects these accounts to reduce bondholder
dependence on project revenues. However, as mentioned above, the
bonds do not amortize evenly and experience a large principal
payment of $235,000 on 9/1/2012. As such, it is important to
preserve the Debt Service Reserve Fund (DSRF) which was recently
funded with approximately $172,000. The DSRF is expected to be
depleted on final maturity in order to pay down the large amount
of principal due.
Outlook

WHAT COULD MAKE THE RATING GO UP

* A material increase in the project's financial performance,
  specifically its DSCR.

WHAT COULD MAKE THE RATING GO DOWN

* Any unforeseen taps to the DSRF or Reserve for Replacement Fund.

* Deteriorating financial performance or DSCR.

* Increase in vacancies that have an impact on the project's
  revenue stream.

KEY INDICATORS (as of 5/2011)

- FY2010 Moody's Adjusted Debt Service Coverage Ratio: 1.37x

- Debt Service Reserve Fund: $172,487

- Reserve for Replacement Fund: $34,867

- Surplus Account: $67,135

- Occupancy: 100%

- Final Maturity: 9/1/2012

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MICROBILT CORP: Court Approves KSB as Special Litigation Counsel
----------------------------------------------------------------
MicroBilt Corporation and CL Verify, LLC, obtained authority from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Kwall, Showers & Barack, P.A., as special litigation counsel,
effective as of the Petition Date.

KSB will provide such legal services as are necessary and
requested by the Debtors in the prosecution of those litigation in
which KSB is the Florida counsel of record, including litigation
between (i) MicroBilt and Chex Systems, Inc., in the United States
District Court for the Middle District of Florida; (ii) CL Verify
and Chex in the United States District Court for the Middle
District of Florida and (iii) CL Verify and Clarity Services,
Inc., in the Circuit Court for Hillsborough County, Florida.

The Bankruptcy Court has previously approved the retention of
Lowenstein Sandler PC as bankruptcy counsel and Maselli Warner,
PC, as special litigation counsel.  KSB will work closely with the
Debtors' other professionals to ensure that there is no
unnecessary duplication of effort and no unnecessary duplication
of cost.

The Debtors propose to compensate KSB on an hourly basis and to
pay KSB's ordinary out of pocket expenses at KSB's ordinary
billing rates and in accordance with its customary billing
practices with respect to other charges and expenses, subject to
the provisions of sections 330 and 331 of the Bankruptcy Code,
applicable Bankruptcy Rules, and any orders issued by the
Bankruptcy Court.

The Debtors believe that KSB does not hold or represent an
interest adverse to the Debtors' estates with respect to the
matters on which KSB is to be employed.  Moreover, KSB does not
have any connection with the United States Trustee or any person
employed in the office of the United States Trustee.

KSB holds a prepetition claim against the Debtors on account of
legal services rendered prior to the Petition Date in the
approximate amount of $19,494.30.

                      About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.


MOBILE MINI: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Tempe, Ariz.-based portable storage units and
mobile office units leasing company Mobile Mini Inc. "At the same
time, we affirmed our 'B+' rating (one notch below the corporate
credit rating) on the senior unsecured notes. The '5' recovery
rating, indicating our expectations that lenders would receive a
modest (10%-30%) recovery in the event of a payment default, is
unchanged. The outlook remains stable," S&P said.

"The ratings on Mobile Mini reflect its substantial debt usage,
its operating in a narrow business segment (the leasing and sale
of portable storage units and mobile office units), and exposure
to cyclicality in certain end markets," said Standard & Poor's
credit analyst Funmi Afonja. "These weaknesses are somewhat offset
by the company's leading market position and relatively stable
earnings and cash flow. We categorize Mobile Mini's business risk
profile as fair, its financial risk profile as significant and
liquidity as adequate."

Mobile Mini is the only national provider in the leasing of
portable storage units in an otherwise fragmented industry. The
company also has a dominant market position in the U.K. and
limited operations in the Netherlands and Canada. The leasing of
portable storage units provides a flexible, low-cost, and
convenient alternative to permanent warehouse space and self-
storage sites. The company also sells new and used portable
storage units and provides delivery, installation, and other
ancillary products.

The outlook is stable. "We expect the company to achieve a
gradually improving financial profile from modest earnings growth,
debt paydown, and keeping capital spending at reduced levels,"
said Ms. Afonja. "Over the long-term, we expect Mobile Mini to
benefit from improving market fundamentals."


NET TALK.COM: Adopts 2011 Employee Stock Option Plan
----------------------------------------------------
Net Talk.com, Inc., created, adopted and implemented its 2011
Employee Stock Option Plan.  The purpose of the Plan is to advance
the interest of the Company's shareholders by enhancing the
Company's ability to attract, retain and motivate its employees
who make important contributions by providing those employees with
equity ownership opportunities and performance- based incentives.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at March 31, 2011, showed
$4.74 million in total assets, $38.27 million in total
liabilities, all current, $2.55 million in redeemable preferred
stock $0.001 par value, and a $36.09 million total stockholders'
deficit.

Net Talk.com reported a net loss of $6.31 million on $737,498 of
revenues for the fiscal year ended Sept. 30, 2010, compared with a
net loss of $2.74 million on $115,571 of revenues in fiscal 2009.


NEWPAGE HOLDING: Second-Lien Bonds Tumble to 30 Cents
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Holding Corp., the largest North American
producer of coated paper, has the distinction of being the issuer
of bonds that have been the world's poorest performers this month.
Among the $3 billion in bonds, the $806 million in 10 percent
second-lien bonds traded June 16 at 30 cents on the dollar, down
from 58 cents on May 11, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

NewPage reported a $93 million first-quarter net loss on the heels
of a $656 million net loss in 2010.  As of March 31, assets of
$3.5 billion were exceeded by total liabilities of $4.47 billion.

Mr. Rochelle adds that the $1.77 billion in 11.375% first-lien
bonds that mature in December 2014 traded June 16 at 91 cents on
the dollar to yield 14.7%, according to Trace.  On May 12 they
were at 99 cents.

An affiliate of Cerberus Capital Management LP is the controlling
shareholder. NewPage is based in Miamisburg, Ohio.


NEXAIRA WIRELESS: Incurs $927,800 Net Loss in April 30 Quarter
--------------------------------------------------------------
Nexaira Wireless Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $927,819 on $247,558 of revenue for the three months ended
April 30, 2011, compared with a net loss of $1.16 million on
$525,053 of revenue for the same period during the prior year.
The Company also reported a net loss of $1.84 million on $539,058
of revenue for the six months ended April 30, 2011, compared with
a net loss of $2.30 million on $1.03 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2011, showed $1.53
million in total assets, $4.50 million in total liabilities, all
current, and a $2.96 million total shareholders' deficit.

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

                        http://is.gd/sa1zUJ

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.


NON-INVASIVE MONITORING: Posts $123,000 Net Loss in April 30 Qtr.
-----------------------------------------------------------------
Non-Invasive Monitoring Systems, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $123,000 on $242,000 of
revenues for the three months ended April 30, 2011, compared with
a net loss of $364,000 on $119,000 of revenues for the three
months ended April 30, 2010.

The Company reported  a net loss of $780,000 on $601,000 of
revenues for the nine months ended April 30, 2011, compared
with a net loss of $1.16 million on $514,000 of revenues for the
nine months ended April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$1.27 million in total assets, $1.32 million in total liabilities,
and a stockholders' deficit of $53,000.

As reported in the Troubled Company Reporter on Nov. 3, 2010,
Morrison, Brown Argiz & Farra, LLP, in Miami, Florida, expressed
substantial doubt about Non-Invasive Monitoring Systems' ability
to continue as a going concern, following the Company's fiscal
year ended July 31, 2010.  The independent auditors noted that the
Company has experienced recurring net losses, cash outflows from
operating activities and has an accumulated deficit and
substantial purchase commitments.

A copy of the Form 10-Q is available at http://is.gd/3wjOI5

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems, Inc.,
(OTC BB: NIMU) -- http://www.nims-inc.com/-- is primarily engaged
in the research, development, manufacturing and marketing of a
line of motorized, non-invasive, whole body, periodic acceleration
platforms, which are intended as aids to improve circulation and
joint mobility, relieve minor aches and pains, relieve morning
stiffness, relieve troubled sleep and as mechanical feedback
devices for slow rhythmic breathing exercise for stress
management.


NORTEL NETWORKS: Delays Patent Auction Amid Rival Bids
------------------------------------------------------
Nortel Networks Inc. is postponing by a week the auction for its
portfolio of 6,000 patents, citing a "significant level of
interest" among potential purchasers.  The auction will take place
June 27 rather than June 20.  The hearing to approve the sale was
moved to July 11 from June 30.  Google has signed a deal to open
the auction with its $900 million offer.  Apple Inc., the maker of
the iPad and the iPhone will be joining the auction for the tech
portfolio, Bloomberg News reports, citing two people with
knowledge of the matter.  Parties hoping to outbid Google were not
disclosed in court filings, as the auction in New York is private.
As it is the stalking horse bidder, Google will receive at least
$25 million if it is outbid at the auction.

Meanwhile, Sprint Nextel Corporation has joined in the limited
objection of AT&T Services Inc. to the sale of its 6,000 patent
portfolio to Google Inc.  In support of this objection, Sprint
asserts the same objections and arguments set forth in the AT&T
objection.

As reported in the TCR on June 15, 2011, Microsoft Corp. and AT&T
Services Inc. objected to Nortel Networks Inc.'s plan to sell a
6,000 patent portfolio to Google Inc. for $900 million, saying a
free-and-clear patent sale would hurt the whole industry.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHGATE PROPERTIES: Lender Wants Stay Lifted to Foreclose Land
----------------------------------------------------------------
City National Bank, N.A., a secured creditor of Northgate
Properties, Inc., asks the U.S. Bankruptcy Court for the District
of Nevada to lift the automatic stay to allow it to pursue non-
judicial foreclosure of real property.

In June 2006, CNB's predecessor-in-interest, Sun West Bank,
extended a loan to Debtor in the amount of $4,387,500.  At the
time of the Petition Date, the amount due under the Loan was
$4,838,020.  The Debtor obtained the loan to finance the buyout of
a shareholder and to acquire additional real property.  At the
time of origination, the loan was secured by a first priority deed
of trust encumbering three parcels of vacant lot in the Ventana
Point Subdivision in Northwest Reno, in Washoe, Nevada.

According to Stefanie Sharp, Esq., at Robinson, Belaustegui, Sharp
& Low, in Reno, Nevada, the Property is the Debtor's single asset.
She asserts that CNB is entitled to relief from stay unless the
Debtor commenced payments to the creditors secured by liens on the
Property.  The Debtor has filed a plan of reorganization but that
Plan has no "reasonable possibility of being confirmed within a
reasonable time," Ms. Sharp further asserts.

Ms. Sharp tells the Court that CNB is the only creditor secured by
a lien on the Property, and the Debtor did not and has not
commenced making an adequate protection payment to CNB.  She says
the fair market value of the Property is $710,000, therefore,
there is no equity cushion to serve as adequate protection.

City National Bank is represented by:

   Stefanie Sharp, Esq.
   Robinson, Belaustegui, Sharp & Low
   71 Washington Street
   Reno, NV 89503
   Tel: (775) 329-3151
   Fax: (775) 629-7941

A hearing on CNB's request is scheduled for July 5, 2011, at 10:00
a.m.

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  In its schedules, the Debtor disclosed $12,053,476
in assets and $5,811,393 in liabilities as of the petition date.
Northgate Properties is represented by Kevin A. Darby, Esq. of
Darby Law Practice, Ltd.


NORTHGATE PROPERTIES: Court Sets Aug. 24 Voting Deadline
--------------------------------------------------------
On June 7, 2011, the U.S. Bankruptcy Court for the District of
Nevada entered an order conditionally approving the disclosure
statement filed on June 5, 2011, for Northgate Properties, Inc.'s
Chapter 11 plan of reorganization.

The Court set an Aug. 24, 2011 deadline for the submission of
ballots for the acceptance or rejection of the Plan.

Objections to the Plan or to the adequacy of the disclosure
statement must be filed on or before Aug. 18, 2011.  The deadline
for creditors to file a claim challenging the dischargeability of
a debt pursuant to 11 U.S.C. Section 1141(d) and Fed.R.Bankr.P.
4004(a) is Sept. 1, 2011.

The Court will conduct a hearing in consideration of final
approval of the disclosure statement and confirmation of the Plan
on Sept. 1, 2011, at 10:00 a.m.

Pursuant to the Plan, upon the Plan's confirmation, all property
of the estate shall be revested in Reorganized Debtor, pursuant to
11 U.S.C. Section 1141(c), which will retain such property as the
Reorganized Debtor free and clear of all claims and interests of
the creditors, except as set forth in the Plan.

The Debtor designates 6 classes of claims and interests.

City National Bank's Allowed Class 2 Secured Claim ($4,838,020)
will be paid in full on or before Dec. 31, 2016.  In the interim,
Debtor will make monthly interest only payments to the Class 2
claimholder, which will be in the amount of $2,662.50 per month.

City National Banks' Allowed Class 3 Unsecured Deficiency Claim
will be paid in full on or before Dec. 31, 2016.  In the interim,
the Allowed Class 3 Unsecured Deficiency Claim will receive
quarterly distributions of (25%) of the Debtor's Net Operating
Profit.

General unsecured creditors are classified in Class 5 and will be
paid in full on or before Dec. 31, 2016.  After the payment in
full of the Class 3 Allowed Unsecured Deficiency Claim, Debtor
will commence disbursements of 25% of the Debtor's Net Operating
Profit to Class 5 Unsecured Creditors until paid in full.

Shareholders of the Debtor are classified under Class 6.  All
shareholders of the Debtor will retain their equity interest in
the Debtor, but will receive no disbursements of profit until
Classes 1 through 5 are paid in full.

Payments to creditors under this Plan will be funded as described
in the following paragraphs.

Until Debtor commences operations of its fully constructed full
service senior housing project, Debtor's shareholders will make
capital contributions to the Reorganized Debtor to enable the
Debtor to make the required monthly interest payments to Class 2
under the Plan.  In addition, to extent necessary, Debtor's
shareholders will also make capital contributions to allow the
Debtor to complete the rezoning and entitlement process for the
its Real Property.  Debtors estimates that upon completion of the
required re-zoning, entitlements and architectural drawings, the
Debtor's Real Property will be worth between $50,000 and $70,000
per acre, for a total value of between $8,609,000 and $12,052,600.

Thereafter, Debtor will obtain construction financing of as much
as $30,000,000 to commence and complete construction of its senior
housing project.  Upon obtaining a commitment for construction
financing, Debtor will commence construction of its 200,000 square
foot, 200-unit full service senior housing project, which will
take approximately 18-months to complete.

Once Debtor begins profitably operating its senior housing
project, Debtor will contribute 25% of the Net Operating Profits
to Class 3, until Class 3 is paid in full.  In addition, Debtor
will contribute 25% of the Net Operating Profits to Class 5, until
Class 5 is paid in full.  The remaining 50% of the Debtor's Net
Operating Profits will be retained by the Debtor to operate its
business.

A copy of the Disclosure Statement is available at:

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

Reno, Nevada-based Northgate Properties, Inc., is the fee simple
owner of 172.18 unimproved acres of real property in Washoe
County, Nevada.  The Debtor acquired the real property for the
purpose of developing and constructing a 200,000 square-foot, 200-
unit full service senior housing project.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
11-50451) on Feb. 14, 2011.  Kevin A. Darby, Esq., at Darby Law
Practice, Ltd., in Reno, Nev., represents the Debtor.  In its
schedules, the Debtor disclosed $12,053,476 in assets and
$5,811,393 in liabilities as of the Petition Date.


OFFUTT AFB: Moody's Affirms Ratings on $138.4-Mil. Debt at 'B1'
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on
approximately $138.4 million of outstanding debt of Offutt AFB
America First Communities, L.L.C.'s Military Housing Revenue Bonds
Series 2005 Class I at Ba3, and Class II at B1. The outlook on the
bonds remains stable.

RATINGS RATIONALE

The affirmation of the ratings is supported by the Project's debt
service surety policy being provided by a lowly rated provider
(Syncora Guarantee, Inc.; rated Ca with a developing outlook).
Notwithstanding the counterparty risk in the surety policy, the
Project achieved satisfactory financial and operational
performance in 2010, and maintained well-funded reserves. The
stable outlook on the rating is supported by the expectation of
continued satisfactory financial and operational performance in
the near term.

The bonds are special obligation of the issuer, secured by a
pledge of rental and other revenues, including the Basic Allowance
for Housing (BAH) receipts generated by Offutt AFB America First
Communities, L.L.C., a privatized military housing facility
located in Omaha, Nebraska; assignment of a leasehold mortgage on
property, improvements and equipment therein; and Trustee-held
reserve funds.

STRENGTHS:

-- Base essentiality remains strong

-- Average occupancy of 96.6% in end-state units in 2010

-- 1.56x senior debt service coverage in 2010

-- Majority of scope of work on the project is complete, with only
   514 units left to be demolished

CHALLENGES:

-- Applicable 2011 BAH weighted average rental increase was -
   0.08%, which constrains BAH rates for new incoming tenants;
   this is partially mitigated by significant BAH increases over
   the last 3 years.

-- Looking forward, rental revenue is exposed to volatility in
   yearly BAH payments, which are subject to Federal budget
   appropriation risk. Such future risk applies to rent levels for
   incoming tenants who are newly assigned to the base.

-- Debt service surety policy is provided by Syncora Guarantee,
   Inc. (rated Ca with a developing outlook), which increases
   counterparty risk in case of potential cash flow shortages or
   default on debt service payments

-- The project benefits from increased rental revenue from
   currently occupied excess units, which are slated to be
   demolished no earlier than 2014. Combined with scheduled
   increase in debt service payments to include amortization of
   principal beginning in 2013, the Project will observe downward
   pressure on debt coverage in the medium term.

DETAILED CREDIT DISCUSSION

PROJECT BACKGROUND

Offutt AFB America First Communities is a 2,154-unit privatized
military housing development located at the U.S. Air Force's
Offutt Base installation in Sarpy County, Nebraska. The Project
was initiated in 2005 under a 50-year ground lease with the U.S.
Department of Defense, which included the acquisition of
approximately 2,600 pre-existing units. The scope of work involves
maintenance "as-is" of 242 units, renovation of 484 units, new
construction of 914 units, and demolition of 1,874 units, for a
total projected end-state portfolio of 1,640 units. Performance of
the work is approximately two years ahead of the original IDP
schedule (2005-2013), with renovation and new construction
components 100% complete. The remaining work, which involves
demolition of the last 514 units is expected to be performed as
funds become available. In the meantime, the Manager is trying to
maximize occupancy of the units to be demolished that can be used
to generate income for the Project.

The Project was financed with proceeds from the Series 2005 bonds
in the amount of $138.4 million (rated herein), with additional
support from a 40-year Government Direct Loan in the amount $72.6
million (subordinate to Class I and II bonds debt service), as
well as a capital contribution in the amount of $11.9 million from
the developer.

The Project is managed by America First Communities (AFC) under a
current management agreement. AFC took over operations in 2005,
and continues to manage the performance of the scope of work, as
well as day-to-day operations, and asset and fiscal management of
the stabilized development.

REAL ESTATE FUNDAMENTALS REMAINED SATISFACTORY IN 2010

The number of currently available units at the Project is 1,787,
which includes the fully complete end-state units of 1,640 and
currently available excess units of 147. In 2010, average
occupancy levels at the Project remained satisfactory at 96.6% of
end-state units, and 94.2% of current total available units. The
overall occupancy level represents an increase from the prior
year's occupancy level of 93.8%. The generally healthy level of
current occupancy both in the overall units and end-state units is
driven by the strong demand for the Project as evidenced by a
significant ratio of eligible families to end-state units of at
least 3 times.

Rental rates at the Project, which are driven by Department of
Defense Basic Allowance for Housing (BAH) levels increased in the
three years prior to 2010 with 2009 displaying a 6.91% weighted
average increase in rent levels (weighted to the originally
planned breakdown in tenant rank mix). However, for 2010 and 2011
the applicable BAH rate for the base was -0.08% and +0.23%, which
affects the rent levels of new incoming tenants. While this is not
a significant decline, the lack of a substantial increase in
overall rent levels constrains the Project's revenue base. Rent
growth is not guaranteed going forward given the uncertainty of
future BAH levels, which are subject to Federal Appropriation.

AFC reports that it believes that rents at the Project are
approximately 100% of comparable market rents, which in addition
to the Project's advantages, such as its on-base location, helps
maintain the Project's competitive market position.

FINANCIAL PERFORMANCE REMAINED STRONG IN 2010

In 2010, the Project achieved a debt service coverage of 1.46x
(Moody's-adjusted) on the senior Class I bonds, 1.25x on the
subordinate Class II bonds, a marginal increase over the prior
year's senior bonds coverage of 1.47x (restated), and similar
pattern on the junior and subordinate bonds. This represents the
third consecutive yearly increase in coverage, and in 2010 was
driven by marginally greater increase in revenues (due to higher
occupancy in 2010 and a high BAH increase in the prior year) as
compared to growth in expenses. The resulting increase in net
operating income provided greater debt coverage.

As far as the remaining scope of work, which involves demolition
of the last 514 units, the Manager is trying to maximize occupancy
of such units in order to generate income for the Project. Both
the Base and the Project Owner have agreed that the parties may
benefit from making use of such units in the near term rather than
pursuing demolition on an accelerated schedule. In effect, the
parties signed an omnibus agreement to the original IDP agreement
in March 2011, in which they clarified the source of funding to be
accrued to cover the cost of implementing the demolition. The
Manager estimates that based on cash flow projections, the project
will not accrue sufficient residual funding to cover such cost any
time earlier than 2014. Moody's believes that while the project
will benefit from the revenues derived from any occupied excess
units in the near term, the expectation of their eventual full
decommissioning, combined with the scheduled phase-in of principal
debt service payments in 2013, and the uncertainty of BAH rent
increases going forward represents future downward pressure on the
financial performance of the Project. Moody's will continue to
monitor these factors as part of Moody's ongoing rating
surveillance.
Outlook

The stable outlook on the rating is supported by the expectation
of continued satisfactory financial and operational performance in
the near term.

WHAT COULD CHANGE THE RATING UP?:

- Replacement of the debt service surety policy with one from a
  highly rated provider

- Substantial improvement in the current surety policy provider's
  rating

- Final completion of the IDP scope of work, including demolition,
  and full stabilization of the end-state units with a strong
  financial performance

WHAT COULD CHANGE THE RATING DOWN?:

- Significant declines in debt service coverage levels

- Substantial or prolonged declines in occupancy

- Downsizing or closure of military facilities

- Additional downgrade in the rating of the current debt service
  reserve GIC provider

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


OLDE PRAIRIE: Wins OK to Hire Wildman Harrold as Special Counsel
----------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Olde Prairie Block Owner
LLC, authority to employ Wildman, Harrold, Allen & Dixon
LLP, as special counsel, effective retroactively as of Jan. 1,
2011.

Wildman Harrold will assist the Debtor in obtaining new markets
tax credits, including the identification of tax credit investors,
tax credit lenders and preparing the necessary tax credit
applications and securing tax credits for the development of the
Prairie Blocks Projects.

As set forth in the Engagement Agreement, the Debtor has agreed to
compensate Wildman Harrold according to its standard rates:

        Alan L. Kennard      $525
        Other Partners       $395 - $675
        Associates           $250 - $395
        Legal Assistants     $180 - $250

The Debtor will also reimburse Wildman Harrold for its necessary
out-of-pocket expenses.

With the consent of CenterPoint Properties Trust:

    (a) Wildman Harrold is excused from having to file any
        applications for interim compensation; and

    (b) The Debtor is authorized to pay interim compensation
        to Wildman Harrold, including the $15,000 retainer
        payment and any draws upon this retainer, provided
        that such payments comply with the requirements of
        the Amended DIP Order.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a Chapter
11 plan on Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OLDE PRAIRIE: Court Approves as Marcus Clegg Special Counsel
------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Olde Prairie Block Owner
LLC, authority to employ Marcus, Clegg & Mistretta, P.A., as
special counsel.

As the Debtor's special counsel, Marcus Clegg will perform legal
work relating to the development of the Debtor's properties, such
legal work to consist of providing advice and services in
connection with leasing, development and improvement of the
Debtor's properties, entering into contracts with vendors and
other parties regarding such development; and obtaining debt
and/or equity financing for such development.

As set forth in the Engagement Agreement, the Debtor has agreed to
compensate Marcus Clegg according to its standard hourly rates:

       George Marcus         $500
       Other Attorneys       $170 - $330
       Legal Assistants      $110

The Debtor will also reimburse Marcus Clegg for its necessary
out-of-pocket expenses.

With the consent of CenterPoint Properties Trust:

    (a) Marcus Clegg is excused from having to file any
        applications for interim compensation; and

    (b) The Debtor is authorized to pay interim compensation to
        Marcus Clegg, including the $20,000 retainer payment and
        any draws upon this retainer, provided that such payments
        comply with the requirements of the Amended DIP Order.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a Chapter
11 plan on Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OPTI CANADA: Fails to Make $71MM Interest Payments Due June 15
--------------------------------------------------------------
OPTI Canada Inc. announced that the Company did not make the
scheduled payment of interest, totalling US$71 million in the
aggregate, due on June 15, 2011, on its US$1 billion 8.25 percent
Senior Secured Notes and US$750 million 7.785 percent Senior
Secured Notes.  The failure to pay the interest on the Secured
Notes does not constitute an event of default at this time.  The
Indentures for the Secured Notes provide OPTI a 30-day cure
period, ending July 15, 2011, to make the US$71 million interest
payment.

The Company further announced that it will make the scheduled
payment of interest, totalling US$24 million, due on June 15,
2011, on its US$525 million First Lien Notes.

OPTI's cash and cash equivalents as of June 15, 2011, is
approximately $220 million after giving effect to the interest
payment of US$24 million on its US$525 million First Lien Notes.
In addition, the Company holds restricted cash of US$73 million in
an interest reserve account associated with its US$300 million
First Lien Notes.

OPTI's Board of Directors and management continue to work with the
Company's advisors, Lazard Freres & Co. LLC, Scotia Waterous Inc.
and TD Securities Inc., to review strategic alternatives available
for the Company to address its overall leverage position.
Strategic alternatives may include a capital structure adjustment,
capital market opportunities, asset divestitures or a corporate
sale, merger or other business combination.  A capital structure
adjustment may include debt for equity exchanges or conversions,
which may be combined with raising additional capital.

There can be no assurance that any transaction will occur or, if a
transaction is undertaken, as to its terms or timing.  The Company
remains highly leveraged and the Company may determine that a
capital structure adjustment of the balance sheet is prudent in
order for the Company to meet its obligations and to be able to
participate in future development.  If a capital structure
adjustment is pursued, there is a risk that it could be executed
on terms that could be highly detrimental to existing equity
holders.

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

The Company reported a net loss and comprehensive loss of C$273.82
million on C$249.80 million of revenue for the year ended December
31, 2010, compared with a net loss and comprehensive loss of
C$306.16 million on C$143.84 million of revenue during the prior
year.

The Company's balance sheet at March 31, 2011 showed C$4.02
billion in total assets, C$2.93 billion in total liabilities and
C$1.09 billion in total equity.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.

In the Dec. 17, 2010 edition of the TCR, Standard & Poor's said it
lowered its long-term corporate credit rating on OPTI Canada Inc.
to 'CCC-' from 'CCC+'.  The outlook is negative.  At the same
time, Standard & Poor's lowered its senior secured debt rating on
OPTI's secured revolving credit facility and first lien debt to
'CCC+' from 'B', and its senior secured debt rating on the second-
lien obligations to 'CCC' from 'B-'.  The '1' recovery rating on
the company's secured revolving credit facility and first-lien
debt and the '2' recovery rating on the second-lien debt are
unchanged.

The ratings on OPTI reflect Standard & Poor's view of the
company's high leverage, forecast weak cash flow profile, and the
opportunity costs associated with ongoing production shortfalls
because operating efficiency continues to deviate from S&P's
expectations.  S&P believes that somewhat offsetting these
weaknesses are the long-term growth prospects inherent in the Long
Lake in-situ project's and OPTI's other oil sadns leases' large
resource base; and the potential to achieve a competitive cost
profile (which includes total operating and sustaining capital
spending) when the project can hit and sustain production levels
at design capacity.


OPTI CANADA: S&P Cuts Long-Tem Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on OPTI Canada Inc. to 'SD' (selective default) from
'CCC-', and lowered its senior secured debt rating on the
company's US$1.75 billion second-lien debt to 'D' (default)
from 'CCC'.

These rating actions followed the company's announcement that it
will not be making the June 15, 2011, interest payment due on the
second-lien debt.

At the same time, Standard & Poor's affirmed its 'CCC+' issue-
level rating on OPTI's first-lien debt as the company continues to
maintain a reserve account to fund the interest payments on this
debt. The recovery ratings on the first- and second-lien debt are
unchanged at '1' and '2'.

"OPTI's failure to pay the interest due on the US$1.75 billion
second-lien debt results from the company's increasingly
constrained liquidity. In the past year, we have observed a rapid
deterioration in OPTI's credit quality, as its financial resources
became increasingly strained," said Standard & Poor's credit
analyst Michelle Dathorne. "Although OPTI's highly overlevered
balance sheet has precipitated its credit rating decline, we
continue to believe its asset base provides sufficient collateral
value to continue supporting our existing recovery ratings on the
company's debt," Ms. Dathorne added.

"Following our December 2010 review of our ratings on OPTI, we had
indicated that subsequent negative rating actions would likely
occur at the end of the second quarter of 2011, if OPTI was unable
to arrest its accelerating cash burn and improve its financial
position in the first half of 2011. OPTI's failure to pay the
second-lien interest obligation is a direct result of its weak
liquidity profile, which continues to worsen as required spending
and debt payments continue to outpace operating cash flows," S&P
said.

Standard & Poor's believes the company's credit profile remains
hampered by its negative free cash flow profile, which will likely
persist through 2011 and 2012. "Our estimate of OPTI's negative
free cash flow incorporates the company's high unit operating
costs and pro forma financing obligations, which create a fully
levered break-even cost in excess of $110 per barrel. At this
level, OPTI's break-even costs are more than triple those of its
steam assisted gravity drainage peers, and double that of the
integrated oil sands mining projects."

In addition, the company's competitive position is hampered by its
fully levered cost profile, which remains very high, with the
addition of its required financing charges. For OPTI to achieve
break-even cash flow, crude oil prices would have to remain at
levels Standard & Poor's views as unsustainable, given the
industry's inherent volatility and cyclicality. Moreover, Long
Lake production would have to achieve and sustain its production
design capacity levels. These assumptions are inconsistent with
Standard & Poor's view of near-term West Texas Intermediate crude
oil prices, and S&P's expectations of Long Lake's total production
between 2011 and 2013.  "Based on OPTI's operating track record to
date, as well as the operating performance of other commercial
integrated oil sands mining projects, we do not believe integrated
oil sands projects are able to run consistently for prolonged
periods without down time. In our view, there is some uncertainty
incorporated into our expectations of Long Lake's near-term
production, given the project's operating track record," S&P
related.


OUTBOARD MARINE: App. Ct. Rules on Lakefront Property Tax Dispute
-----------------------------------------------------------------
The city of Waukegan, Illinois, filed a tax objection concerning
certain abandoned, contaminated lakefront property it obtained by
way of trustee's deeds executed by the trustee in bankruptcy for
Outboard Marine Corporation.  The city claimed that the 2000
through 2002 real property taxes levied against the property and
billed to the city were abated (i.e., null and void) pursuant to
section 21-95 of the Property Tax Code (35 ILCS 200/21-95 (West
2008)).  On the parties' cross-motions for summary judgment, the
trial court entered judgment against the city and in favor of
Robert Skidmore as Lake County treasurer.  The city appeals,
arguing that the applicable version of section 21-95 of the
Property Tax Code in Illinois permits abatement of the existing
property taxes on the property, which the city acquired through
bankruptcy proceedings.

The Appellate Court of Illinois, Second District, concluded that
the term "judicial deed" in section 21-95 of the Property Tax Code
encompasses the city's acquisition of the property by the
trustee's deeds authorized by the bankruptcy court and that the
section operates to abate the taxes at issue.  The Appellate Court
reversed the circuit court of Lake County's grant of summary
judgment to the defendant.  Instead, the Appellate Court granted
the city's summary judgment motion.

Prior to OMC's bankruptcy filing, the property was listed as a
Superfund site, and it continues to be listed as a portion of the
Superfund site designated as the Outboard Marine Corp NPL Site
(EPA ID: IL00802827).

The case is captioned, The City of Waukegan, Plaintiff-Appellant,
v. Robert Skidmore, Lake County Treasurer, Defendant-Appellee, No.
2-10-0730 (Ill. App. Ct.).  A copy of the Appellate Court's
Opinion filed June 10, 2011, is available at http://is.gd/DE3Ku2
from Leagle.com.

Outboard Marine Corporation petitioned for Chapter 11 relief on
Dec. 22, 2000.  The bankruptcy court on Aug. 20, 2001, converted
OMC's case to a chapter 7 liquidation and transferred OMC's
property to the trustee in bankruptcy.


OUTLAND PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Outland Properties Ltd.
        29 Shoreland Drive
        Key Largo, FL 33037

Bankruptcy Case No.: 11-26242

Chapter 11 Petition Date: June 13, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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

The petition was signed by David Block, president of Out Island
Properties, general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Out Island Properties                  10-43936   11/02/10


OUTSOURCE HOLDINGS: Examiner Taps Cole Schotz as Counsel
--------------------------------------------------------
Anthony J. Pacchia, the examiner appointed by the United States
Trustee Elizabeth Ziegler, Esq., in the bankruptcy case of
Outsource Holdings, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Texas for authority to retain Cole,
Schotz, Meisel, Forman & Leonard, P.A., as counsel effective as of
May 18, 2011.

The firm can be reached at:

          Michael D. Warner, Esq.
          COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
          301 Commerce Street, Suite 1700
          Fort Worth, Texas 76102
          Tel: (817) 810-5250
          Fax: (817) 810-5255
          E-mail: mwarner@coleschotz.com

As the Examiner's counsel, Cole Schotz will, among other things:

     (a) take all necessary actions to assist and advise the
         Examiner with respect to the discharge of his duties
         and responsibilities under the Examiner Order;

     (b) assist the Examiner in preparing pleadings and
         applications as may be necessary in the discharge of
         the Examiner's Duties;

     (c) represent the Examiner at all hearings and other
         proceedings before the Court and any appellate courts
         with respect to the Examiner's Duties, and advocate
         and protect the interests of the Examiner before such
         courts and the U.S. Trustee;

     (d) represent the Examiner in any dealings he may have
         with various governmental and regulatory authorities,
         if required; and

     (e) represent the Examiner in any dealings he may have
         with the Debtor's creditors or any third party
         concerning the discharge of the Examiner's Duties.

Cole, Schotz will be paid based on the hourly rates of its
professionals:

     Professionals        Rates
     -------------        -----
     Members              $380 - $725
     Special Counsel      $325 - $495
     Associates           $210 - $425
     Paralegals           $170 - $235

Michael D. Warner, Esq., a member of Cole, Schotz, Meisel, Forman
& Leonard, P.A., assures the Court that the firm is a
disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.

No creditors' committee has been appointed in the case.


PARK INSURANCE: A.M. Best Downgrades FSR to 'C++'
-------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b" from
"bb-" of Park Insurance Company (Park) (New York, NY).  The
outlook for both ratings is negative.

The ratings are based on Park's rapid premium growth in each of
the past three years, and its capitalization, which is marginal as
net premiums have grown excessively as compared to the company's
surplus.  Other negative factors are the limited geographic scope
and operating volatility associated with the ramp-up of the
company.  Park also recently began writing coverage for other
commercial transportation, which is not in its niche market of
ready-mix concrete.

Partially offsetting these negative rating factors is a management
team with strong niche market expertise and a solid working
relationship with agents and accounts.  Park provides commercial
auto and general liability coverage on a per occurrence basis to
accounts involved in the commercial transportation and ready-mix
concrete business.

Park has a risk management program in place, in which drivers must
meet strict requirements, including drug testing and Department of
Motor Vehicle record checks.  As a component of the risk
management program, Park requires each vehicle to be inspected and
meet strict criteria prior to accepting the account.  The drivers
are considered professionals and remain with the companies for the
long term, resulting in low turnover rates.  Park has implemented
the required technology platform enabling it to quote, bind and
issue policies.

A.M. Best remains the leading rating agency of alternative risk
transfer entities, with more than 200 such vehicles rated in the
United States and throughout the world.

PARKER CENTRAL: Given Further Interim Access to Cash Collateral
---------------------------------------------------------------
The Hon. Bruce T. Beesly of the U.S. Bankruptcy Court for the
District of Nevada entered a second interim order authorizing
Debtor Park Central Plaza 32 LLC to collect rents and CAMS
generated by Park Central Plaza, LLC, and hold the same in
a segregated account.

Under the Court's June 7, 2011, interim order, the Debtor is
permitted on an interim basis to use the rents collected to
maintain its real property and pay actual costs itemized in a
prepared budget; provided that the monthly payment to Swan &
Gardiner will be limited to $400 per month and further provided
that the Debtor will provide METEJEMEI, LLC, five days' advance
notice of any intended payment to vendors not indicated in the
budget for extraordinary expenses and Nigro Construction.

A copy of the Debtor's budget is available for free at:

    http://bankrupt.com/misc/PARKCENTRAL_BudgetAprtoDec2011.pdf

The Debtor is to obtain from the China a Go Go tenant and provide
to the Court and METEJEMEI proof of expenditures of the tenant
improvements for the premises it is leasing before the Court will
further consider authorizing payment of the requested tenant
improvements, Judge Beesly ordered.

The Debtor is further authorized to accrue an amount not to exceed
$5,000 from the rents in addition to authorized expenses as a
reserve for future obligations, pending approval of the Court or
METEJEMEI.

All amount in excess of the Authorized Expenditures and the
Reserve will be paid to METEJEMEI by check directed to counsel for
METEMEJEI.

As adequate protection for any diminution in value of the cash
collateral, the Debtor will grant METEJEMEI, as secured creditor,
replacement liens on all of their assets.

As reported in the Troubled Company Reporter on April 21, 2011,
according to the Debtor, METEJEMEI LLC holds a secured interest in
the Debtor's real property in an amount in excess of $25,000,000
and must consent to the usage of the cash collateral unless the
Court orders otherwise.  METEJEMEI is the successor to Nevada
State Bank in regards to a Deed of Trust executed by Debtor in
favor of NSB.  The underlying loan agreement between NSB and
Debtor was entered on or about Feb. 10, 2004 in the principal
amount of $5,931,000 and was subsequently amended.

Before the Court entered the June 7 interim order, METEJEMEI filed
an objection to the cash collateral use request.  In its May 16,
2011 court filing, METEJEMEI raised objections to, among other
things: (i) the reduction of property management fees of $5,600 to
a market rate of $2,550; (ii) payment of the China Go Go Tenant
Improvement reimbursement; (iii) reduction by at least 50% of the
Nigro Construction fee of $2,800 per month for repair and
maintenance and/or supervision of same; (iv) acceptable resolution
of miscellaneous expense of $1,000 per month, accountant fee of
$1,000 per month, and leasing category expense; and (v) request
for a budget variance of 25% per line item, up to 10% of the
entire budget.

METEJEMEI is represented by:

      Laurel E. Davis
      ldavis@fclaw.com
      FENNEMORE CRAIG, P.C.
      300 South Fourth Street, Suite 1400
      Las Vegas, Nevada 89101
      Tel. (702)692-8000

                 About Park Central Plaza 32, LLC

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., at Greenberg
Traurig LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


PENN OCTANE: Standard General Discloses 50.68% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Standard General L.P. and its affiliates
disclosed that they beneficially own 7,812,195 shares of common
stock of Penn Octane Corporation representing 50.68% of the shares
outstanding.  The number of shares of common stock, par value $.01
per share, outstanding on May 1, 2009, was 15,416,187.  A full-
text copy of the filing is available for free at:

                        http://is.gd/VvrqKZ

                    About Penn Octane Corporation

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.

As reported in the TCR on June 4, 2010, Penn Octane said that
because of its financial position, if the closing of the sale to
Central Energy does not occur, both Penn Octane and Rio Vista
would likely be required to seek protection under US Bankruptcy
laws.  In the opinion of management, if such protection were
sought, the amounts realized for Penn Octane's assets and the
resulting amounts recoverable to creditors will be significantly
less than amounts being offered pursuant to the Agreement.

Penn Octane said in June that it has negative working capital.
Penn Octane does not have any sources of cash or assets other than
its interests in the GP, certain ownership of common units of Rio
Vista and advances or loans due from Rio Vista.


PEREGRINE DEVELOPMENT: Taps Rochelle McCullough as Counsel
----------------------------------------------------------
Peregrine Development, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Texas for permission to employ Rochelle
McCullough LLP as counsel.

The firm will be representing the Debtor in the Chapter 11
proceeding.

The firm received and holds a retainer paid for by two non-debtor
third parties for services to be rendered to the Debtor
postpetition.

The hourly rates of the firms personnel are:

         Attorney                  $210 - $610
         Paralegals                    $140.

The attorneys primarily responsible for this bankruptcy matter
will be Michael R. Rochelle, whose hourly rate is $610, and Eric
M. Van Horn, whose hourly rate is $220.

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

Peregrine Development, LLC, in Lewisville, Texas, owns certain
undeveloped real property in Denton County, Texas.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-41449) on May 3, 2011, represented by Michael R. Rochelle,
Esq., at Rochelle McCullough L.L.P.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Arthur James,
II, manager.


PILGRIM'S PRIDE: Trial Starts on Chicken Farmers' Lawsuit
---------------------------------------------------------
The Associated Press reports that a federal trial is starting in
East Texas over claims that Pilgrim's Pride closed two plants
where it had a monopoly in order to boost chicken prices.

According to the report, the trial scheduled to open in Marshall
on Thursday centers on a lawsuit filed by chicken farmers in four
states.  The suit says Pilgrim's Pride violated federal and state
laws by manipulating the price of commodity chicken when it shut
down the Arkansas and Louisiana processing plants.

Pilgrim's Pride has said it closed those plants and others during
bankruptcy reorganization to save costs.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.

                            *    *    *

According to the Troubled Company Reporter on June 9, 2011,
Moody's Investors Service revised Pilgrim's Pride Corporation's
outlook to stable from positive and downgraded the speculative
grade liquidity rating to SGL-3 from SGL-2 given Moody's
expectations for much reduced profitability, cash flow and
covenant cushion following worse than anticipated chicken pricing.
All other ratings including the B1 corporate family rating were
affirmed.


PITTSBURGH CORNING: Fails to Win Plan Approval, Sees Hope
---------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania issued a decision denying confirmation of the most
recent amended plan of reorganization, filed on Jan. 29, 2009, for
Pittsburgh Corning Corp. after normal business hours.

Although denying confirmation, the decision viewed favorably many
features of the plan.  PPG Industries PPG +0.76%  is studying the
bankruptcy court's decision and is encouraged that the bankruptcy
court has scheduled a status conference for July 20, 2011, to
consider additional steps to be taken in the case, including
potential modifications to the plan in accordance with the
bankruptcy court's opinion.

PPG has owned 50 percent of Pittsburgh Corning since 1937.

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


POOP SCOOPIN: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Poop Scoopin Boogie, LLC
        P.O. Box 72775
        Phoenix, AZ 85050

Bankruptcy Case No.: 11-16957

Chapter 11 Petition Date: June 13, 2011

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-16957.pdf

The petition was signed by John Scott Wright, managing member.


POST STREET: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Post Street LLC
        228 Post Street
        San Francisco, CA 94108

Bankruptcy Case No.: 11-32255

Chapter 11 Petition Date: June 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Eric D. Goldberg, Esq.
                  STUTMAN, TREISTER AND GLATT
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310)228-5600
                  E-mail: egoldberg@stutman.com

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

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

The petition was signed by Stanley W. Gribble, authorized agent.

Debtor's List of 11 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cushman & Wakefield of California  Trade Debt           $1,001,253
One Maritime Plaza, #900
San Francisco, CA 94111

Festival Management Corp.          Trade Debt             $517,278
9841 Airport Boulevard, #700
Los Angeles, CA 90045

Schulte Roth & Zabel               Trade Debt              $46,987
919 Third Avenue
New York, NY 10022

Deloitte & Touche LLP              Trade Debt              $19,380

Festival Retail Fund Management    Trade Debt               $9,000

City Mechanical, Inc.              Trade Debt               $8,689

International Cleaning Services    Trade Debt               $2,056

Carter Brothers                    Trade Debt               $1,567

KSW Architecture & Planning        Trade Debt               $1,375

ThyssenKrupp Elevator              Trade Debt               $1,275

A Total Fire Protection            Trade Debt                 $175


PRESCOTT RESORT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Prescott Resort Hotel, LLC
        dba Wyndham Garden Hotel Prescott
        3962 Brown Park Drive, Suite A
        Hillard, OH 43206

Bankruptcy Case No.: 11-17194

Chapter 11 Petition Date: June 14, 2011

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

Judge: Redfield T. Baum

Debtor's Counsel: Craig Solomon Ganz, Esq.
                  GALLAGHER & KENNEDY PA
                  2575 E Camelback Rd #1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8080
                  E-mail: craig.ganz@gknet.com

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

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

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

The petition was signed by Jo Bursey, managing member.


PUTNAM ORTHOPAEDIC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Putnam Orthopaedic Clinic, LLC
        4350 S. National Avenue, #C200
        Springfield, MO 65810

Bankruptcy Case No.: 11-61271

Chapter 11 Petition Date: June 15, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Suite 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

Scheduled Assets: $168,544

Scheduled Debts: $2,733,931

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mowb11-61271.pdf

The petition was signed by John L. Putnam, managing member.


PUTNAM REAL ESTATE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Putnam Real Estate, LLC
        4350 S. National Avenue, #C200
        Springfield, MO 65810

Bankruptcy Case No.: 11-61270

Chapter 11 Petition Date: June 15, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Suite 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

Scheduled Assets: $1,652,951

Scheduled Debts: $2,717,093

The petition was signed by John L. Putnam, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Collector of Revenue               --                      $61,163
940 Boonville Avenue
Springfield, MO 65802-3888


QUANTUM FUEL: To Sell 24,098 Common Stock Units for $7.51 Million
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into
Subscription Agreements with certain "accredited investors", as
such term is defined in Rule 501(a) of Regulation D under the
United States Securities Act of 1933, as amended, for the purchase
and sale of approximately 24,098 common stock units.  Each full
Unit will consist of 100 shares of the Company's common stock and
a warrant to purchase up to 60 additional shares of the
Registrant's common stock.  The purchase price for each full Unit
will be $311.95.  The transaction is expected to close on June 15,
2011.  Upon closing, the Company will receive gross proceeds of
$7,517,399 and issue 2,409,795 shares of common stock and Warrants
entitling the Investors to purchase a maximum of 1,445,862 shares
of the Registrant's common stock.

The Investor Warrants will have an exercise price of $3.85 per
share, will not be exercisable for six months, have a five year
term and contain standard anti-dilution provisions.  The Investor
Warrants will permit cashless excercise unless the resale of the
shares underlying the Warrants have been registered under the
Securities Act, in which case, they must be exercised for cash.

Upon closing, the Company will pay its placement agent a cash fee
of approximately $857,248 and will issue the placement agent a
retainer warrant to purchase up to 450,000 shares of common stock
at an exercise price of $3.12 per share and a concession warrant
to purchase up to 307,250 shares of common stock at an exercise
price of $3.85 per share, for services rendered in connection with
the transactions.  The Retainer Warrant and Concession Warrant
will not be exercisable for six months following the date of
issuance, have a term of seven years, permit the holder to
exercise on a cashless basis and contains standard anti-dilution
provisions.

The Company, the Investors and the Placement Agent will also enter
into a Registration Rights Agreement pursuant to which the Company
will agree to file a registration statement within 30 calendar
days of closing to register the resale of the shares of common
stock acquired by the Investors at closing, and to register the
resale of the shares issuable upon exercise of the Investor
Warrants and the Placement Agent Warrants.  The Company will agree
to use its best efforts to cause the registration statement to be
declared effective within 60 days of the Required Filing Date.  In
the event the Company fails to file the registration statement by
the Required Filing Date, then the Company will be obligated to
immediately pay the Investors as compensation for such delay an
amount equal to 1.5% of the gross proceeds received from the
offering of the Units.  If the registration statement is not
declared effective by the Required Effective Date, then the
Company will be obligated to pay the Investors as compensation for
such delay an amount equal to 1.5% of the gross proceeds for each
30-day period or portion thereof until the registration statement
is declared effective; provided, however, the maximum aggregate
amount that the Company will be obligated to pay the Investors
under the Registration Rights Agreement cannot, under any
circumstances, exceed 12% of the gross proceeds from the offering
of the Units.

The Units, Shares, Investor Warrants, Investor Warrant Shares,
Placement Agent Warrants and shares of common stock issuable upon
exercise of the Placement Agent Warrants have not been registered
under the Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements under the Securities Act or any
applicable state securities laws.

Upon closing of the transaction, the anti-dilution price reset
provision contained in the warrants issued by the Registrant on
Aug. 19, 2008, will be triggered.  The exercise price for the
August 2008 Warrants will be reset to the floor price of $38.60
and the number of shares subject to the August 2008 Warrants will
be increased to 1,398,694.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011, showed $72.09
million in total assets, $45.07 million in total liabilities and
$27.02 million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QUEBECOR INC: Moody's Assigns Ba1 Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service rated Videotron Ltee's new 10-year
senior unsecured notes Ba1. The proceeds from the new issue, which
is expected to be in the C$300 million range, will be used to
refinance a portion of the company's outstanding 6 7/8% senior
unsecured notes due January 15, 2014, and to settle related
hedging contracts. Videotron is a wholly-owned subsidiary of
Quebecor Media. Per Moody's usual practice, the group's corporate
family rating and probability of default rating, which are both
Ba2, are assessed on a consolidated basis and are maintained at
the senior-most company for which Moody's maintains ratings, which
is QMI. The refinancing transaction does not change QMI's
consolidated debt or cash flow and is therefore credit neutral,
and since the new notes are pari passu with the notes they
replace, they are rated at the same rating level as Videotron's
existing senior unsecured notes. The outlook remains stable.

RATINGS RATIONALE

Assignments:

   Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD3,
      37%)

Ratings/Outlook Listing:

   Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Unchanged at Ba1
      (LGD3, 37%)

   Issuer: Quebecor Media Inc.

   -- Corporate Family Rating, Unchanged at Ba2

   -- Probability of Default Rating, Unchanged at Ba2

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

   -- Senior Secured Bank Credit Facility, Unchanged at Ba3 (LGD5,
      70%)

   -- Senior Unsecured Regular Bond/Debenture, Unchanged at B1
      (LGD5, 87%)

   -- Outlook, Unchanged as Stable

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

Headquartered in Montreal, Canada, Quebecor Media Inc. is a
privately held leading Canadian media holding company. Through its
operating companies, QMI has activities in cable distribution,
wireline and wireless telecommunications (Videotron Ltee
(Videotron)), newsmedia (including newspaper publishing at Sun
Media Corporation and Canoe Inc.'s Internet portal), television
broadcasting (TVA Group Inc. (TVA)), book, magazine and video
retailing, publishing and distribution, music recording,
production and distribution, leisure and entertainment and
interactive media services (Nurun).


REALOGY CORP: Bank Debt Trades at 8% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 91.57 cents-on-the-
dollar during the week ended Friday, June 17, 2011, a drop of 0.46
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities, and a $1.30
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REGAL ENTERTAINMENT: Michael Campbell Takes Leave of Absence
------------------------------------------------------------
Michael L. Campbell, Regal Entertainment Group's Executive
Chairman, has taken a leave of absence from Regal Entertainment
Group for personal reasons effective June 10, 2011.  During the
leave of absence, Mr. Campbell's responsibilities will be assumed
by the Chief Executive Officer and other members of senior
management.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at March 31, 2011, showed
$2.32 billion in total assets, $2.86 billion in total liabilities
and a $541.60 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REID PARK: Disclosure Statement Hearing Set for Aug. 4
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona (Tucson)
will convene a hearing to consider approval of the disclosure
statement explaining the Chapter 11 Plan of Reorganization filed
by Reid Park Properties Limited Liability Company on August 4,
2011, at 10:00 a.m.

As previously reported by The Troubled Company Reporter on June 3,
2011, Bill Rochelle, bankruptcy columnist for Bloomberg News,
reports that Reid Park Properties LLC filed together with its
Chapter 11 petition a proposed reorganization plan designed for
attempted cramdown on the secured lender identified as
Wachovia/Wells Fargo.

According to the report, the Debtor believes its hotel property is
worth $13.5 million.  The lender is owed $26.3 million on a first
mortgage and $3.7 million on a second mortgage.  If the Plan is
approved by the bankruptcy court, $13.5 million of the first
mortgage will be treated as a secured claim and paid over 20 years
at 5 percent interest.  There will be interest only for three
years, with principal amortized on a 30-year schedule.  The
remainder of the first-lien, about $12.9 million, along with the
second lien will be treated as unsecured claims.

The report notes the disclosure statement contains inconsistencies
about the treatment of unsecured claims.  On page 21, it said
unsecured creditors will be paid 1% when the plan is implemented
and 10% of profits over 10 years; while on page 30, it said
unsecured creditors, including the deficiency claims, will receive
5% of profits over five years.

Mr. Rochelle also notes that if the first-lien lender rejects the
plan, the owner will be obliged to invoke the cramdown process if
it's to exit Chapter 11.  Cramdown requires that at least one
class accept.  According to Mr. Rochelle, the Plan, with 21
separate classes, appears designed so at least one will accept.

                    About Reid Park 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.


REOSTAR ENERGY: BTMK Seeks Restriction on Cash Collateral Use
-------------------------------------------------------------
BT and MK Energy and Commodities, LLC, asks U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, to
restrict the continued use of cash collateral of ReoStar Energy
Corporation and its debtor affiliates.

BTMK is an assignee of Union Bank, N.A., who extended a $25
million prepetition loan to ReoStar Energy.  The Debtors'
obligations to BTMK are secured by liens on all of the production
from ReoStar Energy's oil and gas, as well as any other cash
proceeds.  Substantially all of ReoStar Energy's income
constitutes "cash collateral" within the meaning of Section 363(a)
of the Bankruptcy Code.

BTMK specifically asks that the Debtors be prohibited from further
using the cash collateral to pay the fees of Cantey Hanger LLP,
the Debtors' bankruptcy counsel.

Benjamin H. Price, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas, tells the Court that BTMK's collateral is substantially
declining in value on an ongoing basis.  He notes that, for each
month that oil and gas is produced by the Debtors, the oil and gas
available to repay BTMK's secured debt is reduced by approximately
$150-200,000.  "By definition, an oil lease in operation is a
depleting asset" and a "debtor's intention to operate the leases
will necessarily result in a depletion in the reserves and
consequently a decline in the value of the leases underlying those
reserves," he asserts citing In re Leavell, 56 B.R. 11, 14 (Bankr.
S.D. Ill. 1985).

Mr. Price also notes that the Debtors' tax returns and filings
with the U.S. Securities and Exchange Commission reflect that the
Debtors have been incurring huge operating losses for years.

Mr. Price argues that, beyond the "off the cuff" assertions of
attorneys from the Cantey firm, there is nothing to suggest that
the Debtors' estates are administratively solvent and there is no
guarantee that all administrative claims in the Bankruptcy Case
will be paid in full.  He notes that, during the initial cash
collateral hearings in the Bankruptcy Case, the Cantey firm
asserted that there was a sale pending for the Debtors' Barnett
Shale Assets and that the purchase price would be in the $10
million range.  After six months in Chapter 11, no sale has ever
been consummated, and no real progress has been made in the
Bankruptcy Case, he adds.  Instead of seeking to find a buyer for
its assets, ReoStar has initiated an adversary proceeding claiming
that BTMK participated in a "breach of fiduciary duty" with
ReoStar's former president.  All the while, the administrative
costs of these estates -- most notably Cantey's fees -- have
continued to escalate, and no end appears in sight, Mr. Price
tells the Court.  The Debtors, he adds, have still not established
a value for their assets and they have taken a defiant attitude
towards creditors who have pressed them on this issue.  The
continued use of cash collateral to pay Cantey's fees is simply
not warranted, BTMK asserts.

BTMK also asks the Court to lift the automatic stay to allow it to
enforce its bargained-for contractual rights pursuant to the
prepetition loan documents.

BTMK is represented by:

   Benjamin H. Price, Esq.
   David S. Elder, Esq.
   GARDERE WYNNE SEWELL LLP
   1601 Elm Street, Suite 3000
   Dallas, Texas 75201-4761
   Telephone: (214) 999-3000
   Facsimile: (214) 999-4667

A hearing on BTMK's lift stay request is scheduled for July 7,
2011, at 09:30 a.m.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REOSTAR ENERGY: Cash Collateral Hearing Continued to June 30
------------------------------------------------------------
Hearing on ReoStar Energy Corporation and its debtor affiliates'
Cash Collateral Use Motion will be held on June 30, 2011, at 01:30
p.m.

As previously reported by The Troubled Company Reporter on May 5,
2011, the Debtors asked the U.S. Bankruptcy Court for the Northern
District of Texas to approve a revised budget under which Debtors
seek authorization to operate, nunc pro tunc to March 1, 2011.

Since the filing of their cases, Debtors have been operating their
businesses in the ordinary course pursuant to court orders
permitting the use of cash collateral belonging to the alleged
secured creditor.

Specifically, Debtors request that the Initial Budget be modified
to increase the allotted fees to Debtors' professionals, which
currently include only Cantey Hanger, by $20,000.  On Feb. 17,
2011, the Debtor initiated the BTMK Litigation (Adv. Pro. No. 11-
4022).  The BTMK Litigation is ongoing and was not included in the
Debtor's initial budget projections.

The Bankruptcy Court entered, on March 7, 2011, its order granting
Debtors permission to continue using cash collateral until May 31,
2011.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RIVER EASTCOMPANY: Amends Plan to Specify Clawback Payment
----------------------------------------------------------
River East Plaza, LLC, together with plan proponents Geneva
Leasing Associates, Inc. and Geneva Investment Management
Services, Inc. amended their Joint Chapter 11 Plan and Disclosure
Statement.

The Amended Plan, dated May 20, 2011, basically reflects similar
terms to previous plan version.  Among other things, Secured
Claims will be paid in full up to the value of the collateral
securing the claims; and Unsecured Claims will receive their pro
rata share of funds in the Unsecured Claims Reserve Account and
are estimated to receive a 4% recovery.  Plan financing and
investment will be provided by the SLC Lender and SLC Investor not
to exceed $17.5 million in the aggregate.

An added feature in the Amended Plan is the "Clawback Payment."
Under the treatment for Class 2 Secured Lender's Claims, if the
"Reserve" is insufficient to fund Distributions for all Allowed
Class 3 Senior Mechanics Lien Claims, Allowed Class 4 Other
Secured Claims and all Allowed Claims for unpaid real estate taxes
on the Project accrued prepetition, then the Lender and any
affiliate to whom it has paid any Distribution under the Plan on
account of Lender's Class 2 Claims will remit to the Reorganized
Debtor Cash in the amount -- the Clawback Payment -- necessary to
complete Distributions from the Reserve.

The "Reserve" is equal to: (i) the amount to be deposited in the
Secured Claims Reserve Account, and (ii) all unpaid real estate
taxes on the Project accrued prepetition.

The Amended Disclosure Statement is also updated to disclose
bankruptcy-related events that occurred since the filing of the
previous plan version.

As reported by the Troubled Company Reporter on June 1, 2011, the
Honorable Bruce has established July 11, 2011, as the combined
hearing date to consider the adequacy of the disclosure
statement and confirmation of the Chapter 11 Plan.  Eligible
voting creditors have until June 29, 2011, to file their ballots.

Full-text copies of the Amended Plan and Disclosure Statement,
dated May 20, are available for free at:

       http://bankrupt.com/misc/RIVEREAST_May20Plan.pdf
        http://bankrupt.com/misc/RIVEREAST_May20DS.pdf

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROANOKE HEALTH: Sells Southern Family Healthcare Clinic
-------------------------------------------------------
Penny L. Pool at the Randolph Leader reports that Lee R. Benton
disclosed that the chief U.S. bankruptcy judge for the Middle
District, William R. Sawyer, dismissed the lawsuit filed on behalf
of the Roanoke Health Care Authority, sending it to the state
court, and the authority sold the Southern Family Health Care
owned by Randolph Medical Care.

On March 18, RMC closed allegedly due to cuts in payments from
Medicare, Medicaid, Blue-Cross Blue Shield and a continuing high
indigent-care loss.  Subsequently, the authority approved filing a
bankruptcy petition to discharge debts, according to the report.

The authority voted to sell the clinic in April to Northeast
Alabama Regional Medical Center in Anniston but was awaiting
bankruptcy court approval, the report says.

Benton, of Benton & Centeno LLP in Birmingham, the authority's
attorney, said the next step is selling the hospital facility, and
they are in negotiations with Bill McKenzie of BGM LLC.  Mr.
McKenzie has been interested in buying the hospital since word
spread of its impending and subsequent closure.

The report says Regions Bank's motion to dismiss the bankruptcy
case was approved.  Regions made what is viewed as a construction
short-term loan to the hospital in the expectation the United
States Department of Agriculture would take over the loan, which
it has not done.

Benton said he felt it was headed in that direction and this would
be the likely result since the judge had not consented to convert
the Chapter 11 to a Chapter 7 and he had not taken other actions
such as appointment of a trustee.  Creditors are expected to file
claims in Randolph County Circuit Court now the stay has been
lifted and at least one, Cit Group Equipment Financing, has
already filed a lawsuit.

Based in Roanoke, Alabama, Roanoke Health Care Authority dba
Randolph Medical Center filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 11-80502) on April 4, 2011.  Judge
William R. Sawyer presides over the case.  Lee R. Benton, Esq., at
Benton and Centeno, LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


ROCHA DAIRY: Schedules and Statement Due Wednesday
--------------------------------------------------
Rocha Dairy LLC faces a June 22 deadline to file its schedules of
assets and liabilities and statement of financial affairs.

According to papers filed in Bankruptcy Court, the Schedules and
Statement were required to be filed within 14 days after the
bankruptcy filing date.  The Debtor sought an extension, however,
saying the Schedules and Statement have been prepared in draft
form, and the Debtor has reviewed them and made changes, but
additional information is needed.  The Debtor said additional time
is needed to obtain the necessary information so the documents can
be prepared in final form for signature.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROCHA DAIRY: Hires Robinson Anthon as Bankruptcy Lawyers
--------------------------------------------------------
Rocha Dairy, LLC, asks the Bankruptcy Court to approve their
employment of legal counsel:

          Brent T. Robinson, Esq.
          Kelly Arthur Anthon, Esq.
          ROBINSON, ANTHON & TRIBE
          Attorneys at Law
          615 H Street
          P.O. Box 396
          Rupert, ID 83350-0396
          Telephone No. (208) 436-4717
          Facsimile No. (208) 436-6804
          E-mail: btr@idlawfirm.com
                  kaa@idlawfirm.com

Brent T. Robinson and Kelly Arthur Anthon are partners at the
firm.  They attest that the firm does not represent or hold any
interest adverse to Debtor.

The firm's hourly rates are:

     Brent T. Robinson               $200 per hour
     Kelly Arthur Anthon             $160 per hour

The Debtor has paid the firm a $15,000 retainer fee.  Of that
amount $4,304.57 was applied to prepetition fees and costs, and
fees and costs incurred in the preparation and filing of the case.
The balance of $10,695.43 is being held in trust and to be applied
to post-petition fees and costs, subject to Court approval.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROCHA DAIRY: Sec. 341 Creditors Meeting Set for July 22
-------------------------------------------------------
The United States Trustee in Boise, Idaho, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of Rocha Dairy, LLC, on July 22, 2011, at 9:00 a.m. at Jerome
County Courthouse.

The last day to oppose discharge or dischargeability is Sept. 20,
2011. Proofs of claim must be filed by Oct. 20, 2011.  Government
proofs of claim must be filed by Nov. 21, 2011.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROCHA DAIRY: Can Use Milk & Cull Cows Proceeds to Fund Bankruptcy
-----------------------------------------------------------------
Rocha Dairy, LLC, won interim authority to use the proceeds from
the sale of milk and cull cows to pay operating expenses while in
bankruptcy.

According to papers filed in court, the Debtor's secured creditors
assert a lien against various assets, including, among other
things, the Debtor's cows, offspring, milk, equipment and real
estate.  As of the bankruptcy filing date, the Debtor owed these
creditors:

                                        Amount Owed
                                        -----------
          D. L. Evans Bank               $3,614,699
          MetLife                        $3,933,015
          Rocky Mountain Merchandising     $144,675

The amount of cash collateral the Debtor seeks to use during the
emergency period of June 1-30, 2011, and July 1-13, 2011, is
$813,499. The expenses to be paid during the period of June 1-30,
2011, is $539,112; and July 1-13, 2011, is $274,387.

In granting the Debtor's request, Judge Jim Pappas said the Debtor
may use Cash Collateral until the date and time set for the final
hearing, which is July 13, 2010, at 1:30 p.m.  The cash use is
subject to oral conditions stated on the record by the Court.

According to Judge Pappas, irreparable harm or damage would occur
unless the Debtor is authorized use of cash collateral.

The Court also permitted the Debtor to pay $50,000 to Stanlee Hay
Company, its hay supplier, on the condition that the Debtor
provide Court with a letter that states the Hay Supplier will
continued to supply hay up and to the confirmation of a Chapter 11
plan in the case.

D. L. Evans Bank had objected to the Debtor's request, saying the
Debtor fails to adequately protect the bank and does not provide
replacement animals for those sold, nor maintains the age and size
of the dairy herd.

The bank is represented by:

         Lance A. Loveland, Esq.
         PARSONS, SMITH, STONE, LOVELAND & SHIRLEY LLP
         137 West 13th Street
         P.O. Box 910
         Burley, ID 83318
         Tel: 208-878-8382
         Fax: 208-878-0146

In its motion, the Debtor said it is willing to give adequate
protection to D. L. Evans Bank, by granting the creditor a
postpetition lien in the same priority and to the extent the lien
existed prepetition, which includes, but is not limited to, milk,
milk proceeds, cull cow proceeds and purchased cows and feed.

The Debtor also said it is willing to give adequate protection to
MetLife by granting it a postpetition lien in the same priority
and to the extent the lien existed pre-petition, which includes,
but is not limited to, all milk and cream, all accounts and rights
to payment from milk.

The Debtor also proposed to give adequate protection to Rocky
Mountain Merchandising by granting it a postpetition lien in the
same priority and to the extent the lien existed prepetition,
which includes, but is not limited to, dairy cows and milk.

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


RONALD BRYANT: Must Hire New Counsel to Avoid Case Dismissal
------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the application
of Ronald S. Bryant and Deborah D. Bryant to employ Trawick H.
Stubbs, Jr. and Stubbs & Perdue, P.A. as chapter 11 counsel.

The Bryants filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.C. Case No. 11-02749) on April 7, 2011.  Mr. Bryant is the
sole shareholder of TP, Inc., which filed a petition under chapter
11 on March 1, 2010.  Stubbs & Perdue, P.A. previously was
approved as debtor's counsel in TP's case.  The Bryants jointly
filed an application to employ Trawick H. Stubbs, Jr. and Stubbs &
Perdue, P.A. as counsel in their individual case on April 12,
2011.  The Bryants state that Trawick H. Stubbs, Jr. and Stubbs &
Perdue, P.A. do not hold or represent an interest adverse to the
estate and are disinterested within the meaning of 11 U.S.C. Sec.
101(14).  In addition, debtors contend that if the application is
not approved, the debtors will have difficulty providing a
retainer to other counsel, and thus be unable to secure substitute
counsel.

The bankruptcy administrator objects.  Citing 11 U.S.C. Section
327(a) and 327(c), as well as Rule 1.7 of the North Carolina Rules
of Professional Conduct, the bankruptcy administrator said that
because an actual conflict of interest arises from the
representation of the Bryants and TP by Trawick H. Stubbs, Jr. and
Stubbs & Perdue, P.A., they hold an interest adverse to this
estate, and are, in fact, not disinterested, and thus are
ineligible for retention by the debtors.

Judge Humrickhouse gave the 45 days from May 12, 2011, to obtain
new counsel, saying the additional time, coupled with the guidance
offered by Stubbs & Perdue, P.A., should be adequate to obtain new
counsel.  If new counsel is not obtained within that period, the
court will entertain motions to dismiss or for the appointment of
a trustee.

A copy of Judge Humrickhouse's June 15, 2011 Order is available at
http://is.gd/biuxx4from Leagle.com.


RQB RESORT: Has Access to Goldman Cash Collateral Until Aug. 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized, in a fifth interim order, RQB Resort, LP, and RQB
Development, LP to continue using cash collateral for an
additional 13-week period ending Aug. 26, 2011.  Payment for
professional fees, as contained in the cash collateral budget, was
not allowed by the Court.

As adequate protection, Goldman Sachs is granted an administrative
expense claim under Section 507(b) of the Bankruptcy Code and a
replacement lien on all post-petition accounts receivable to the
same extent as the security interests Goldman Sachs held as of the
petition date, and solely to the extent of any diminution in value
of its collateral.  The replacement lien is in addition to the
post-petition liens that Goldman Sachs has under Section 552 for
"fees, charges, accounts or other payments for the use or
occupancy of rooms and other public facilities" at the Debtors'
Resort.

The next cash collateral hearing will be held before the Court on
Aug. 11, 2011, at 1:30 p.m.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Fla., represents the Debtors.  The Company estimated
its assets and debts at $100 million to $500 million in its
Chapter 11 petition.


RS & RS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RS & RS, Inc.
        dba Quality Inn - Elkton
        2625 State Road #207
        Elkton, FL 32033

Bankruptcy Case No.: 11-04371

Chapter 11 Petition Date: June 13, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $848,800

Scheduled Debts: $3,072,538

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-04371.pdf

The petition was signed by Swati R. Patel, president.


SAIGON VILLAGE: Can Pay $68,300 Utility and Maintenance Expenses
----------------------------------------------------------------
Saigon Village, LLC, and East West Bank have entered into a
fourteenth stipulation authorizing Saigon Village to use cash
collateral of East West Bank to pay invoices pertaining to utility
service and maintenance of the Debtor's property totaling $68,306.

East West Bank is scheduled as a disputed secured creditor in the
Debtor's Chapter 11 case as the assignee of the FDIC receivership
of United Commercial Bank.  The Bank assets a lien on rents (cash
collateral) received by the Debtor.

The Bank's claim relates to financing provided for certain real
property owned by the Debtor estate at 6032-6096 Stevenson Blvd.,
Fremont, California, in Alameda County.  This property is
scheduled by the Debtor as having a value of $24,000,000, but the
Bank alleges a maximum value of the property in the amount of
$11,200,000.  The Bank has filed a Proof of Claim in the amount of
$19,926,093.

                    About Saigon Village, LLC

Milpitas, California-based Saigon Village, LLC, filed for Chapter
11 bankruptcy protection on Dec. 3, 2009 (Bankr. N.D. Calif.
Case No. 09-60597).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, in Redwood City, Calif., represents
the Debtor.  The Company estimated assets and liabilities at
$10 million to $50 million.


SAMANTA ROY: Dismissal OK Even Before Exclusivity Expires
---------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit upheld the
District Court order affirming the dismissal of the jointly
administered bankruptcy cases of Dr. R.C. Samanta Roy Institute of
Science & Technology, Inc., U.S. Acquisitions and Oil, MidWest Oil
of Wisconsin, MidWest Oil of Minnesota, MidWest Oil of Shawano,
MidWest Properties of Shawano, and MidWest Hotels and Motels of
Shawano.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, according to the ruling, a bankruptcy court on its
own motion can dismiss a Chapter 11 case even though the exclusive
period for filing a plan hasn't terminated.  Circuit Judge Thomas
L. Ambro said in the opinion that a case can be dismissed even
when the initial 120 days of exclusivity is yet to expire.

SIST voluntarily withdrew from the appeal and was dismissed on
March 1, 2011.  USA&O voluntarily withdrew and was dismissed on
Jan. 19, 2011.  MidWest Oil of Minnesota and MidWest Properties of
Shawano also voluntarily withdrew and were dismissed on Aug. 3,
2010.  The withdrawals preceded the new chapter 11 filings by
these Debtors.

The Troubled Company Reporter, citing The Shawano Leader, reported
March 9, 2011, noted that the withdrawals leave only three SIST
subsidiaries remaining in the appeal -- Midwest Oil of Wisconsin,
LLC, Midwest Oil of Shawano, LLC, and Midwest Hotels & Motels,
LLC.

A copy of the Third Circuit's Opinion dated June 15, 2011, is
available at http://is.gd/bApjkTfrom Leagle.com.

                    About Samanta Roy Institute

Based in Wilmington, Delaware, Dr. R.C. Samanta Roy Institute of
Science & Technology, Inc., is the parent corporation of U.S.
Acquisitions and Oil, MidWest Oil of Wisconsin, MidWest Oil of
Minnesota, MidWest Oil of Shawano, MidWest Properties of Shawano,
and MidWest Hotels and Motels of Shawano.  They operate entities
and holding companies owning real property leased to subsidiaries.
Through affiliates, they own, among other things, hotels, gas
stations, and an amusement park/racetrack.  They use income from
their business enterprises to fund not-for-profit educational
activities.

SIST and its subsidiary companies first filed for Chapter 11
bankruptcy on March 16, 2009.  The cases were dismissed on
Sept. 22, 2009.

SIST again filed for Chapter 11 bankruptcy on Feb. 21, 2011
(Bankr. D. Del. Lead Case No. 11-10504).  Rebekah M. Nett, Esq.,
at Westview Law Center, PLC, represents the Debtors.  In their
petition, the Debtors estimated both assets and debts of between
$1 million and $10 million.

Pending Chapter 11 cases by affiliates are:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
U.S. Aquisitions & Oil Inc.            10-14121   12/22/2010
Midwest Oil of Minnesota, LLC          11-30319   01/19/2011
Midwest Properties of Shawano, LLC     11-10407   02/08/2011


SANI ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sani Enterprises Inc.
        dba Adobe Hacienda Motel
        1223 N Federal Hwy
        Hollywood, FL 33020

Bankruptcy Case No.: 11-26273

Chapter 11 Petition Date: June 13, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: Ronald Lewis, Esq.
                  BEARDEN, LEWIS & THOMAS, LLP
                  445 E Palmetto Park Rd
                  Boca Raton, FL 33432
                  Tel: (561) 368-7474
                  Fax: (561) 368-0293
                  E-mail: rlewis@beltlawyers.com

Scheduled Assets: $964,795

Scheduled Debts: $1,151,559

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-26273.pdf

The petition was signed by Perry Pustam, secretary.


SEAHAWK DRILLING: Amends Proposed Key Employee Incentive Program
----------------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling filed with the
U.S. Bankruptcy Court an amended motion for an order authorizing
payments under the Debtors' senior management and key employee
incentive program, as modified.  The modified incentive program is
incentive-based and is not retentive in nature.  Also, under the
modified program the claims of the Debtors' former non-contract
employees will be treated as allowed general unsecured claims to
be paid upon the effective date of a confirmed plan - rather than
making payments before the effective date.

The Court scheduled a June 21, 2011 hearing on the matter.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SENSIVIDA MEDICAL: Incurs $2.22 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
Sensivida Medical Technologies Inc. filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K reporting a
net loss of $2.22 million on $0 of sales for the year ended
Feb. 28, 2011, compared with a net loss of $1.56 million on $0 of
sales during the prior year.

The Company's balance sheet at Feb. 28, 2011, showed $2.45 million
in total assets, $3.54 million in total liabilities and a $1.08
total stockholders' deficit.

Morison Cogen LLP, in Bala Cynwyd, Pennsylvania, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Feb. 28, 2011, results.  The
independent auditors noted that the Company has no revenues,
incurred significant losses from operations, has negative working
capital and an accumulated deficit.

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

                        http://is.gd/4f30Mh

                      About SensiVida Medical

Based in West Henrietta, New York, SensiVida Medical Technologies,
Inc. (formerly Mediscience Technology Corp.) focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.


SEVERSTAL COLUMBUS: S&P Affirms 'B-' Long-term Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Severstal Columbus LLC, a U.S.-based steelmaker indirectly 100%
owned by Russian steelmaker OAO Severstal, following the
announcement that phase-two expansion will be completed in 2011,
well ahead of the initial plan of 2012. "At the same time, we
affirmed the 'B' long-term corporate credit rating," S&P said.

"The outlook revision reflects our expectation that once phase-two
construction is completed, the company's steelmaking capacity
should double, and profitability and cash flow should in turn
dramatically improve from the current weak levels," S&P said.

"The rating reflects the company's stand-alone credit profile,
which we assesses at 'b-', plus one notch for parental support
from OAO Severstal (BB/Stable/--). The stand-alone credit profile
reflects our view of Severstal Columbus' vulnerable business risk
profile and highly leveraged financial risk profile," S&P said.

"We view Severstal Columbus as strategically important for OAO
Severstal. The parent has financed Severstal Columbus' expansion
construction with subordinated debt and equity and, according to
management's public statements, continues to finance phase-2
construction. Still, Severstal Columbus is a relatively small
subsidiary with limited operational links to other parts of
the Severstal group. Moreover, earlier in 2011, OAO Severstal
divested its loss-making operations in North America and Europe,"
S&P said.

"Severstal Columbus' stand-alone credit quality is constrained by
our view of the company as a small, single-site steel producer
operating in a cyclical industry, with a short track record.
Severstal Columbus has not yet achieved positive free operating
cash flow (FOCF)," S&P said.

"Supportive factors include our view that Severstal Columbus has
built a high-quality, efficient asset base with flexible
operations, in close proximity to key customers," S&P said.

"We believe that the company's stand-alone credit profile is
displaying a positive trend. In our view, the company will likely
be able to achieve significantly higher profitability and positive
FOCF after phase 2 is completed. Phase 2 should increase
production capacity to 3.1 million metric tons (MT) from the
current 1.5 million MT. The company plans for the new hot-rolled
production line to start up as early as June 2011, and the
galvanized line in fourth-quarter 2011, earlier than in 2012 as
initially planned," S&P stated.

Expansion is still subject to execution and marketing risks,
however. "We see some uncertainties about how quickly the plant
will be able to achieve optimal capacity utilization after
production begins. We believe that competition in the region is
likely to increase, as in addition to Severstal Columbus, other
producers in the region -- including ThyssenKrupp AG
(BB+/Stable/B) -- are increasing capacity," S&P said.

"The positive outlook reflects our expectation that, as phase-2
production comes online, Severstal Columbus will be able to
achieve higher profitability and cash flow, which should translate
into stronger stand-alone financial metrics. This could lead to an
upgrade within the next 12 months," S&P said.

"The positive outlook also factors in our expectation of
continuing financial support from OAO Severstal to complete
construction and production ramp-up, before Severstal Columbus
becomes self-financing,"
S&P said.

"We could revise the outlook to stable if phase-2 expansion proves
unsuccessful or if the industry outlook deteriorates, so that the
company's cash flows and profits remain weak," S&P added.


SHAKER GARDENS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shaker Gardens Inc.
        3317 Avenue N.
        Brooklyn, NY 11234

Bankruptcy Case No.: 11-45116

Chapter 11 Petition Date: June 13, 2011

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

Judge: Jerome Feller

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $7,800,000

Scheduled Debts: $7,092,470

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-45116.pdf

The petition was signed by Yehuda Nelkenbaum, president.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Martense New York Inc.                08-48910            10/09/09
New York Spot Inc.                    11-43785            05/04/11
New York Double Inc.                  11-44051            05/13/11


SHAMS III: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Shams III. LLC
        P.O. Box 2421
        Menlo Park, CA 94026

Bankruptcy Case No.: 11-32249

Chapter 11 Petition Date: June 14, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-32249.pdf

The petition was signed by Shariar Moghaddam, managing member.


SHAW GROUP: Moody's Gives Ba1 Rating to Unsecured Bank Facility
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the senior
unsecured bank facility of The Shaw Group Inc. and affirmed the
company's Ba1 corporate family and Ba1 probability of default
ratings. Shaw's rating outlook remains positive.

RATINGS RATIONALE

Shaw's new $1.45 billion senior unsecured bank facility due 2016
replaces its existing $1 billion senior secured facility due 2012
(existing Ba1 senior secured rating will be withdrawn shortly).
Shaw's has no current drawings under its revolver although about
$220 million is utilized for letters of credits. Shaw may utilize
up to $1.25 billion of its new bank facility for financial letters
of credit and/or borrowings with the full amount available for the
issuance of performance letters of credit. Shaw's Ba1 corporate
family rating reflects the company's established position as a
leading contractor to an assortment of end markets, with
significant exposure to key government projects and a particular
advantage in the power sector. The rating is further supported by
the company's strong key credit metrics (including adjusted Debt/
EBITDA of 2.3x and funds from operations to adjusted debt near
40%), sizeable cash balances and large backlog of orders. These
positive factors are tempered by project execution risks
associated with fixed-price contracts coupled with the company's
thin operating margin, meaningful cyclical exposure and the
potential that Shaw's recourse debt may eventually rise related to
its investment in Westinghouse. As well, the rating incorporates
Moody's belief that Shaw's earnings will remain pressured through
the balance of fiscal 2011 before potentially improving
thereafter.

The positive outlook signals that Shaw could experience rating
improvement should it preserve its financial strength prior to the
emergence of stronger growth trends. Shaw's rating could move
higher should it extend its current Westinghouse funding
arrangement comfortably beyond the existing March 2013 expiry date
while sustaining generally favorable project performance such that
adjusted Debt/ EBITDA were expected to remain under 3x and
adjusted FFO/ Debt above 35%. While not currently expected, the
rating could face downward pressure if Shaw's project execution
were to become problematic or if the company pursued a large
acquisition or share repurchases that resulted in Debt/ EBITDA
sustained above 3.5x or FFO/ Debt sustained below 25%.

Moody's last rating action was on May 17, 2010 when Moody's
affirmed Shaw's ratings and changed the ratings outlook to
positive from stable.

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

The Shaw Group Inc., headquartered in Baton Rouge, Louisiana, is a
diverse engineering, technology, construction, fabrication,
environmental and industrial services contractor. Shaw also owns
20% of the Westinghouse Group. Revenues for the last twelve months
ended February 28, 2011 were roughly $6.5 billion while its ending
backlog was about $21 billion.


SHEARON FARMS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shearon Farms Development, LLC
        P.O. Box 381
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 11-04606

Chapter 11 Petition Date: June 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.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 eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-04606.pdf

The petition was signed by John A. Elmore, II, member manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lakota Canyon Ranch Development, LLC  11-03739            05/13/11
Ryan Perry                            10-06478            08/12/10


SIGG SWITZERLAND: Wins Court Approval for Auction
-------------------------------------------------
Dow Jones' DBR Small Cap reports that Sigg Switzerland USA Inc.,
the Connecticut distributor that sells its namesake brand of eye-
catching Swiss-made metal canteens to retailers throughout the
country, got permission to sell itself through a court-supervised
auction.

Stamford, Connecticut-based Sigg Switzerland USA Inc., which is
behind the bold and ubiquitous Sigg aluminum water bottles sold in
the U.S., has filed for Chapter 11 bankruptcy protection, weary
from fending off customer concerns over the controversial BPA
chemical found in some earlier models of its popular canteens.
The Company has faced class actions, alleging misrepresentations,
breach of warranty and violation of consumer-protection laws.

SIGG Switzerland filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 11-51024) on May 20, 2011.  Robert E. Kaelin, Esq.,
and Robert A. White, Esq., at Murtha, Cullina, Richter And Pinney,
serve as counsel to the Debtor.  The Debtor estimated $1 million
to $10 million in assets and up to $50 million in liabilities as
of the Chapter 11 filing.


SKYSHOP LOGISTICS: Menachem Kranz Resigns as Director
-----------------------------------------------------
Menachem Kranz resigned as a Director of SkyShop Logistics, Inc.
Mr. Kranz was the Chairman of the Governance and Nominating
Committee and a member of the Audit Committee.

                      About Skyshop Logistics

Miami, Fla.-based SkyShop Logistics, Inc., is the largest private
mail network in the Latin American-Caribbean region, handling mail
and parcels from U.S. and European postal administrations, mail
consolidators, major publishers, international mailers, e-tailers
and financial institutions that require time-defined and reliable
delivery of their mail, including magazines, catalogs and parcels.
The Company provides Internet merchants the ability to expand
their markets internationally without the inherent risks of
shipping parcel post to foreign buyers or the use of expensive
express couriers.

The Company's balance sheet at March 31, 2011, showed $2.1 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $1.3 million.

As reported in the TCR on March 23, 2011, Morrison, Brown, Argiz
and Farra, LLC, in Miami, Fla., expressed substantial doubt about
SkyShop Logistics' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has a deficiency in working capital and has a net
capital deficiency.


SMART & FINAL: S&P Affirms CCR at 'B-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on the Commerce, Calif.-based Smart & Final Holdings
Corp. "At the same time, we raised the issue-level rating on the
company's outstanding first-lien term loan to 'B+' from 'B' and
revised the recovery rating on the debt to '1' from '2'. The '1'
recovery rating indicates our expectation of very high (90%-100%)
recovery of principal in the event of payment default," S&P said.

"At the same time, we raised the issue-level rating on the second-
lien term loan to 'CCC+' from 'CCC' and revised the recovery
rating to '5' from '6'. The '5' recovery rating indicates our
expectation of modest (10%-30%) recovery of principal in the event
of payment default," S&P said.

This action comes after the company used net proceeds from the
sale of Henry's Holdings LLC to pay down principal of its first-
lien term loan and $6.5 million of its second-lien term loan. "As
a result, both first- and second-lien term loan lenders have
better asset coverage in our simulated default scenario.
Subsequently, the company launched--but later cancelled--plans to
raise new first- and second-lien term loans to refinance its
current term loans and pay a dividend to its equity holders. We
are withdrawing the ratings on those proposed debt issues," S&P
said.

"The ratings on Smart & Final reflect our view that the company's
liquidity is less than adequate, given the upcoming maturity on
the commercial mortgage-backed securities (CMBS) loan in 2012,"
explained Standard & Poor's credit analyst Charles Pinson-Rose.
"In addition, the ratings reflect our assessment that the
retailer's financial risk is highly leveraged, given its high debt
levels, weak credit protection measures, and very aggressive
financial policies. Also, we characterize the company's business
risk profile as vulnerable, which reflects the geographic
concentration of its stores in Southern California and the intense
competition in the food retail industry."


SMOKY MOUNTAIN MOTELS: Taps Gribble Carpenter as Bankr. Counsel
---------------------------------------------------------------
Smoky Mountain Motels, Inc., seeks to employ Keith L. Edmiston,
Esq., at Gribble Carpenter & Associates, as its bankruptcy
attorney.  He may be reached at:

          Keith L. Edmiston, Esq.
          GRIBBLE CARPENTER & ASSOCIATES
          372 S. Washington Street
          Maryville, TN 37804
          Tel: (865) 980-7700
          Fax: (865) 980-7717
          E-mail: kle@gribblecarpenter.com

Keith L. Edmiston charges $200 an hour for his services.

To the best of the Debtor's knowledge, Keith L. Edmiston does not
hold any adverse interest to the estate and is a disinterested
person within the meaning of 11 U.S.C. Sec. 101(14).

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Kenneth M. Seaton,
president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by lawyers at The Miller Law Firm PLLC.


SMOKY MOUNTAIN MOTELS: Files List of 14 Largest Unsec. Creditors
----------------------------------------------------------------
Smoky Mountain Motels, Inc., filed with the Bankruptcy Court a
list of its creditors holding the 20 largest unsecured claims:

  Creditor             Nature of Claim        Amount
  --------             ---------------        ------
A&W Office Supply      Office supplies       $260.52
& Design
P. O. Box 23209
Knoxville, TN 37933-1209

AVM Enterprises        Vendor                $131.59
P. O. Box 22283
Chattanooga, TN 37422-2283

City of Pigeon Forge   Utilities           $3,173.12
P. O. Box 1066
Pigeon Forge, TN 37868-1066

Commtrak               Services               $15.80
26 Nassau Commons
Lewes, DE 19958

Cooks Pest Control     Pest control          $272.00
P. O. Box 5483         services
Knoxville, TN 37928

McKee Foods Corp       Trade vendor          $111.20
P. O. Box 2118
Collegedale, TN 37315-2118

Sevier County          Utilities           $6,859.44
Electric System
P. O. Box 4870
Sevierville, TN 37864

Sevier County          Utilities           $3,782.87
Utility District
P. O. Box 4398
Sevierville, TN 37864

SFS of Knoxville       Vendor                $231.98
900 Tennessee Ave.
Knoxville, TN 37921-2630

Smoky Mountain Supply  Vendor                 $12.87
3620 Singing Pines Rd
Pigeon Forge, TN 37863

Tennessee Dep't Labor  B&E                    $55.00
1st Floor, Ste. B
200 French Landing Drive
Nashville, TN 37243

Tennessee Dept         Pool licensing        $680.00
of Health
P. O. Box 198990
Nashville, TN 37219-8990

Tennessee State Bank                       $1,031.24
P. O. Box 1260
Pigeon Forge, TN 37868

Wholesale Supply       Vendor                $168.19
Group
P. O. Box 4080
Cleveland, TN 37320-4080

                    About Smoky Mountain Motels

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Kenneth M. Seaton,
president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by lawyers at The Miller Law Firm PLLC.


SMOKY MOUNTAIN MOTELS: Sec. 341 Creditors' Meeting on June 29
-------------------------------------------------------------
The United States Trustee for the Eastern District of Tennessee
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy cases of Smoky Mountain Motels, Inc., on
June 29, 2011, at 10:00 a.m. at BK Meeting Room, First Floor in
Knoxville.

Proofs of Claim are due by Sept. 27, 2011.

                    About Smoky Mountain Motels

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Kenneth M. Seaton,
president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by lawyers at The Miller Law Firm PLLC.


SMOKY MOUNTAIN MOTELS: Can Use GreenBank Collateral Until July 12
-----------------------------------------------------------------
Judge Richard Stair Jr. signed off on an agreed order permitting
Smoky Mountain Motels, Inc., to use, on an interim basis, cash and
rents generated from the motel to fund operations and pay expenses
while in Chapter 11.  The rents constitute cash collateral of
GreenBank, formerly Greene County Bank.

GreenBank agreed to allow the Debtor to use cash collateral
postpetition on a limited basis provided that GreenBank retains a
lien against postpetition cash collateral and receives adequate
protection of its interests.

The authority to use cash collateral will expire July 12.  The
Court will hold a further hearing on the Debtor's continued use of
Cash Collateral that day.

According to the Cash Collateral Motion, the Debtor owes GreenBank
$7,781,000 pursuant to a promissory note and various security
instruments.  Without admitting the validity, nature, or priority
of same, the Debtor avers that GreenBank claims a first-priority
lien to secure the Note against the real and personal property of
the Debtor, including the Smoky Shadows Motel, equipment,
inventory, and accounts, and related proceeds.

GreenBank had objected to the Debtor's request, saying it does not
know the value of its collateral and that the collateral is
deteriorating in value.  The Bank also said it has incurred in
excess of $21,000 in legal fees and other expenses and anticipates
incurring additional attorney fees and expenses in regard to the
Debtor's case.

                    About Smoky Mountain Motels

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Kenneth M. Seaton,
president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by:

          Mary D. Miller, Esq.
          Kelly Love Manning, Esq.
          THE MILLER LAW FIRM PLLC
          P.O. Box 26230
          Knoxville, TN 37912
          Tel: 865-934-4000
          Fax: 865-934-4001
          E-mail: mmiller@mmillerlaw.com


SONANA SYSTEMS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sonana Systems, Inc.
        dba Staymore Extended Studios
        P.O. Box 2340
        Windermere, FL 34786

Bankruptcy Case No.: 11-08892

Chapter 11 Petition Date: June 13, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Prabodh C. Patel, Esq.
                  STRAUS & PATEL, P.A.
                  118 West Orange Street
                  Altamonte Springs, FL 32714
                  Tel: (407) 331-5505
                  Fax: (407) 331-6308
                  E-mail: lpather@strauspatel.com

Scheduled Assets: $1,968,985

Scheduled Debts: $4,262,934

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-08892.pdf

The petition was signed by J.D. Nana, president.


SOUTH EDGE: KB Home, Others to Pay $250 Mil. for Failed Inspirada
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lenders to South Edge LLC negotiated a settlement
with KB Home and other owners of the Inspirada project.  The
bankruptcy judge had found the project in default on more than
$320 million owing the lenders since 2008.

Mr. Rochelle relates lenders JPMorgan Chase Bank NA, Credit
Agricole Corporate & Investment Bank and Wells Fargo Bank NA
started the ball rolling toward a settlement when they filed an
ultimately successful involuntary bankruptcy petition against
the project in December.  The lenders provided South Edge with a
$595 million credit.

According to the report, the settlement was disclosed in a
regulatory filing last week by KB, which said it will end up
paying a net of $216 million to $240 million.  In return, KB will
own an interest in 65% to 68% of the property now belonging to
South Edge.  The settlement, with owners holding a 92% interest in
the project, will be carried out through confirmation of a Chapter
11 plan for South Edge.  Nov. 30 is the projected date for
implementing the plan.  The plan itself and an explanatory
disclosure statement aren't yet on file.  In addition to the
lenders and most of the owners, KB said the trustee for South Edge
agreed to the settlement.

The report discloses KB has 49% of the project.  Other owners
joining in the settlement include Coleman Toll LP with 10.5%,
Pardee Homes Nevada Inc. with 4.9%, and Beazer Homes USA Inc. with
2.6%, KB said in the regulatory filing.  Meritage Homes, with 3.5%
stake in the project, is among owners not in the settlement.

KB, according to the report, said it concluded it would probably
be held liable when U.S. Bankruptcy Judge Bruce A. Markell in
February granted the involuntary Chapter 11 petition filed by
secured lenders and simultaneously called for the appointment of a
Chapter 11 trustee.  Judge Markell said a trustee was needed given
a potential deadlock in management.

                          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.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local 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.


SOUTHWEST GEORGIA: Wants Until Aug. 30 to Decide on Leases
----------------------------------------------------------
Southwest Georgia Ethanol LLC, asks the U.S. Bankruptcy Court for
the Middle District of Florida to extend until Aug. 30, 2011, the
deadline to assume or reject unexpired nonresidential real
property leases.

The Debtor's period to assume or reject unexpired lease is set to
expire on Aug. 1.

The Debtor needs more time to review its books and records to
determine how many unexpired leases exist to which it is a lessee,
and to analyze the treatment of any unexpired leases as part of
its formulation of a plan of reorganization.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SRA INTERNATIONAL: S&P Assigns Preliminary 'B' Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Fairfax, Va.-based government
contractor SRA International Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'B' issue-level
rating and a preliminary '3' recovery rating to SRA's proposed
$975 million first-lien facilities, consisting of a $100 million
revolver due 2016 and a $875 million term loan due 2018. The '3'
recovery rating indicates our expectations for meaningful (50%-
70%) recovery in the event of payment default," S&P said.

"We also assigned a preliminary 'CCC+' issue-level rating a
preliminary '6' recovery rating to the company's proposed $400
million of senior notes due 2019. The '6' recovery rating
indicates our expectations for negligible (0%-10%) recovery in the
event of a payment default," S&P said.

The company intends to use the proceeds to partially fund the
purchase of SRA from existing shareholders in an LBO transaction.
Pro forma for the transaction, SRA will have approximately $1.29
billion of funded debt. The ratings are subject to S&P's review of
final documentation.

"The ratings on SRA reflect our view that the company will be able
to support its significant debt burden with consistent cash
flows," said Standard & Poor's credit analyst Jennifer Pepper,
"and that its revenue diversification provides support in a tight
budgetary environment for defense spending."


SPOT MOBILE: Delays Filing of April 30 Form 10-Q
------------------------------------------------
Spot Mobile International Ltd. informed the U.S. Securities and
Exchange Commission that it was unable to file its Form 10-Q for
the period ended April 30, 2011, within the prescribed time period
given the transactions out of the ordinary course of business that
occurred during the quarter, as well as recent events, and, as a
result, required additional time to prepare and review its
financial statements and the notes thereto.  According to the
Company, such delay could not be eliminated without unreasonable
effort and expense.  The Company intends to file its Form 10-Q on
or before the extended deadline of June 21, 2011.

                         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.


STATION CASINOS: Completes Chapter 11 Restructuring
---------------------------------------------------
Station Casinos said it has completed its plan of reorganization
and emerged from bankruptcy.  The successful completion of the
restructuring process that began in July 2009 means that all of
the Company's properties remain together under the Station
Casinos' umbrella, nearly 13,000 local jobs are preserved, and, as
the result of the re-investment of nearly $200 million, Frank and
Lorenzo Fertitta are the Company's largest shareholders, owning 45
percent of the restructured Company.  Frank and Lorenzo Fertitta
and their existing management team will also remain the manager
and operator of all of the Company's properties.

"We are pleased to have completed the restructuring process and we
look forward to this exciting new chapter in the Station Casinos
story," said Frank Fertitta III, Chairman and CEO of Station
Casinos.  "Lorenzo and I believe in the future of Las Vegas, which
is why we remain committed to the Company and the community"
stated Fertitta.

"We couldn't have accomplished this restructuring without the
loyalty and support of our guests, team members, vendors and the
Las Vegas community and I want to sincerely thank them all for
their support," continued Fertitta.

The completion of the restructuring affirms that the Company's
operations will remain intact, and guests will continue to
experience the same great value, friendly service and high-quality
entertainment they have enjoyed since the Company's founding 35
years ago.

Station Casinos LLC owns Boulder Station, Fiesta Henderson, Fiesta
Rancho, Green Valley Ranch, Palace Station, Red Rock Resort, Santa
Fe Station, Sunset Station, Texas Station, Days Inn at Wild Wild
West and the Wildfire Gaming division that includes Barley's
Brewery, The Greens, Gold Rush, Lake Mead Lounge, Wildfire Casino
& Lanes, Wildfire Boulder and Wildfire Rancho. The Company also
manages Aliante Station pursuant to a management agreement.
Additionally, Station Casinos LLC owns various land holdings and
develops and/or manages four tribal gaming opportunities in
California and Michigan pursuant to development and management
agreements.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STEPHEN YELVERTON: Ludwig & Robinson Suit Stays in State Court
--------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied The Yelverton Law
Firm, PLLC's motion under Fed. R. Civ. P. 59(e) seeking to vacate
the court's order remanding to the Superior Court of the District
of Columbia the adversary proceeding, Ludwig & Robinson, PLLC, v.
Yelverton Law Firm, PLLC, et al., Adv. Proc. No. 11-10001 (Bankr.
D. D.C.).  A copy of Judge Teel's June 10, 2011 Memorandum
Decision is available at http://is.gd/3qE9zQfrom Leagle.com.

The Troubled Company Reporter on May 4, 2011, reported the Court's
order remanding the lawsuit.  The Court held that it lacks subject
matter jurisdiction.

Stephen T. Yelverton is the sole member of the Yelverton Law Firm,
PLLC.  He filed for Chapter 11 bankruptcy protection (Bankr. D.
D.C. Case No. 09-00414) on May 14, 2009.  Judge S. Martin Teel,
Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan
and converted the case to Chapter 7.


STRATEGIC AMERICAN: Delays Filing April 30 Quarterly Report
-----------------------------------------------------------
Strategic American Oil Corporation notified the U.S. Securities
and Exchange Commission that it was unable to obtain certain of
the business information necessary to complete the preparation of
the Company's Form 10-Q for the period ended April 30, 2011, and
the review of the report by the Company's auditors in time for
filing.  Such information is required in order to prepare a
complete filing.  As a result of this delay the Company is unable
to file its interim report on Form 10-Q within the prescribed time
period without unreasonable effort or expense.  The Company
expects to file within the extension period.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


STRATEGIC AMERICAN: Extends FSC Certification Company-Wide
----------------------------------------------------------
Catalyst Paper has achieved Forest Stewardship Council controlled
wood and chain-of-custody certifications at its three Canadian
manufacturing operations.  Catalyst had already implemented FSC
chain-of-custody at its recycle mill in Snowflake, Arizona, as
well as Programme for the Endorsement of Forest Certification
chain-of-custody at its Canadian operations.

FSC is an independent, multi-stakeholder organization established
in 1993 to promote responsible forest management globally.  While
it is one of a number of systems for certifying the sustainable
origins of wood products, it has the strong support of many
leading environmental groups and is a common requirement within
some market segments and on the part of some customers.

"Market demand for third-party verification that products come
from well-managed forests is increasing," said Tom Crowley, senior
vice president of sales and marketing.  "This is the latest of
many steps we've taken to ensure our paper products come with an
excellent and credible environmental pedigree.  FSC is well-known
and well-regarded by many customers and we are now able to support
this certification standard at all our mills."

Catalyst will include FSC certified products under its Sage
product offer which combines fibre certification with carbon-
neutral manufacturing and detailed mill-level environmental
disclosure.

The new FSC certification applies to Catalyst's Crofton, Port
Alberni and Powell River mills.  Fibre supply comes mainly from
sawmill waste (wood chips) from coastal British Columbia.
Catalyst already receives some FSC-certified fibre at Port Alberni
and is actively assessing potential additional sources of supply.

Catalyst can now apply the FSC controlled wood label to its
Crofton pulp production, verifying that the fibre was harvested
legally, with respect for traditional and civil rights, and does
not come from genetically modified trees.  Additionally, the FSC
chain-of-custody enables Catalyst to label specific specialty
printing papers as being made with fibre from FSC-certified
forests.

The parallel Programme for the Endorsement of Forest Certification
chain-of-custody systems will remain in place at Catalyst's
Canadian mills to recognize fibre certified to two other widely
recognized standards - Sustainable Forestry Initiative and
Canadian Standards Association.

Catalyst began implementing independent verification of certified
fibre use at its Canadian operations in 2004.  It achieved its
first FSC chain-of-custody certification at a since-closed
Canadian mill, and in 2009 it achieved FSC certification at its
Snowflake recycled paper mill, as well as PEFC chain-of-custody
certification at its Canadian mills.

                       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.


SULPHCO INC: Common Stock Delisted from NYSE Amex
-------------------------------------------------
SulphCo, Inc., announced the Company's common stock will cease
trading on the NYSE Amex exchange effective prior to the Market
open on June 15, 2011, with a formal delisting to follow.  The
Company has been informed that it is eligible for trading on the
OTCQB Marketplace effective with the Market open on June 15, 2011,
under the new trading symbol SLPH.

Operated by OTC Markets Group Inc., the OTCQB is a market tier for
OTC traded companies that are registered and reporting with the
Securities and Exchange Commission.  Investors will be able to
view Real Time Level II stock quotes for the Company at
http://www.otcmarkets.comunder the ticker symbol SLPH.

                        About SulphCo, Inc.

Houston-based SulphCo -- http://www.sulphco.com/-- has developed
a patented safe and economic process employing ultrasound
technology to alter the molecular structure of liquid petroleum
streams.  The overall process is designed to "upgrade" the quality
of liquid petroleum streams by modifying and reducing the sulfur
and nitrogen content to make those compounds easier to process
using conventional techniques, as well as reducing the density and
viscosity.

In the June 3, 2011, edition of the TCR, Dow Jones' DBR Small Cap
reports that SulphCo Inc. said it's running out of cash and might
have to launch a bankruptcy filing if it can't nab new financing
"in the immediate future."  SulphCo Inc. is an energy technology
company.


TBS INTERNATIONAL: Six Directors Re-elected at Annual Meeting
-------------------------------------------------------------
TBS International plc held its annual general meeting of
shareholders on June 9, 2011.  Shareholders acted on seven items
of business at the annual meeting.

Six nominees for director were reappointed to the Company's Board
of Directors, namely: Joseph E. Royce, Gregg L. McNelis, John P.
Cahill, Randee E. Day, William P. Harrington and Alexander
Smigelski.  The advisory resolution on executive compensation was
approved.  Shareholders voted, on an advisory basis, to conduct
future advisory votes on executive compensation every year.  The
reappointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm to serve until the
2012 Annual General Meeting of Shareholders and authorization of
the Board, acting through the Audit Committee, to determine the
independent registered public accounting firm's remuneration was
approved.  The authorization to hold the Company's 2012 Annual
General Meeting of Shareholders at a location outside of Ireland
was approved.

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $681.39
million in total assets, $406.22 million in total liabilities and
$275.17 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TEAM HEALTH: S&P Rates $575MM Sr. Sec. Credit Facility at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Knoxville, Tenn.-based Team Health Inc. The rating
outlook is stable.

"In addition, we assigned our 'BB' issue-level rating (one notch
higher than the corporate credit rating) to the company's proposed
$575 million senior secured first-lien credit facility, consisting
of a $165 million revolver due 2016, a $110 term loan A due 2016,
and a $300 million term loan B due 2018. The recovery rating of
'2' indicates our expectation of substantial (70%-90%) recovery
for lenders in the event of default," S&P said.

"The speculative-grade ratings on Team Health reflect Standard &
Poor's expectation that the company will maintain financial
parameters commensurate with significant financial risk," said
Standard & Poor's credit analyst Rivka Gertzulin.

The company's credit metrics are strong for the rating, following
the debt reduction from the 2009 IPO proceeds; however, the
financial sponsor still retains majority ownership. Liquidity is
strong. Despite well-established market positions and a diverse
payor and contract mix, the company's weak business risk profile
reflects its narrow operating focus, exposure to reimbursement
risk, and high levels of bad debt.


TELCORDIA TECH: Moody's Says Ericsson Sale Modestly Profitable
--------------------------------------------------------------
Moody's Investors Service said Telcordia Technology Inc.'s (B3,
stable) sale to Ericsson (A3, stable) is modestly profitable for
its private equity investors, despite appearances that the $1.15
billion price was less than the price investors paid for Telcordia
in 2005. Moody's expects the existing Telcordia debt will be
repaid as part of the Ericsson transaction, at which time all
ratings will be withdrawn.

The principal methodology used in rating Telcordia is the Global
Software Industry Methodology, published May 2009.

Telcordia Technologies, Inc. is a provider of telecommunications
software systems and services provider with revenues of
approximately $739 million as of the LTM period ended April 2011.


TEN SIDE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Ten Side Member, LLC
        One Overton Park, Suite 1150
        3625 Cumberland Boulevard, SE
        Atlanta, GA 30309

Bankruptcy Case No.: 11-67624

Chapter 11 Petition Date: June 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Brad A. Baldwin, Esq.
                  BURR & FORMAN LLP
                  171 Seventeenth Street, NW, Suite 1100
                  Atlanta, GA 30363
                  Tel: (404) 685-4332
                  E-mail: bbaldwin@burr.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/ganb11-67624.pdf

The petition was signed by Scott L. Leventhal, president & CEO of
Tivoli Properties, Inc., manager of Ten Side Manager, LLC,
manager.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ten Side Holdings, LLC                10-93402            11/03/10


TERRESTAR CORP: Wants Plan Filing Period Extended to Sept. 19
-------------------------------------------------------------
TerreStar Corporation, et al., ask the U.S. Bankruptcy Curt for
the Southern District of New York to extend their deadline to file
a Chapter 11 Plan and to solicit acceptances of that Plan, through
and including Sept. 19, 2011, and Nov. 18, 2011, respectively.

The TSC Debtors relate that they require a further extension of
the exclusive periods to allow for time to advance negotiations
with key stakeholders, including the Preferred Shareholders.

A hearing to consider the motion will be held on July 18, 2011, at
10:00 a.m. (prevailing Eastern time).  The objection deadline is
July 11, 2011, at 5:00 p.m. (prevailing Eastern time).

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TERRESTAR NETWORKS: Seeks 8th Amendment to Echo DIP Loan Agreement
------------------------------------------------------------------
On June 14, 2011, TerreStar Networks, Inc., et al., asked the U.S.
Bankruptcy Court for the Southern District of New York to approve
the 8th amendment to their Debtor-in-Possession Loan Agreement
with EchoStar Corporation.  Specifically, Debtors seek to extend
the maturity date of the financing to Sept. 30, 2011, and to
increase the amount of the financing commitment to $90 million.

The hearing on the motion will be held on July 7, 2011, at 1:00
p.m. (prevailing Eastern Time).  Any response to the motion must
be received no later than July 5, 2011, at 12:00 p.m.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TOUSA INC: Hearing on Zurich Settlement Deal Reset for June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
rescheduled a hearing until June 21, 2011, at 10:30 a.m., to
consider the settlement agreement between TOUSA, Inc., and its
debtor-affiliates, and Zurich American Insurance Company and
Steadfast Insurance Company.

The hearing was originally scheduled for Aug. 18.

Zurich provided insurance coverage to TOUSA under various
insurance policies, including what is known as Home Builders'
Protective program.  TOUSA paid Zurich a total premium of
$8,986,023 for HBP insurance policy 3697389, commencing Jan. 1,
2007, and ending Jan. 1, 2009.

After the audit, Zurich determined that TOUSA's actual revenue
during the applicable policy period was approximately 38% lower
than its estimated revenue, and that TOUSA was entitled to a
return premium refund of $3,061,000.  TOUSA did an analysis and
determined that it was entitled to a return premium refund from
Zurich in the amount of $3,585,071.  Zurich declined to pay any
portion of the return premium to TOUSA.

The terms if the settlement agreement are:

   -- Zurich agrees to release its interest in the $3,061,00
      escrowed funds, and escrow agent Greenberg Traurig, P.A.,
      will deliver the funds to TOUSA;

   -- Zurich will pay to TOUSA $506,000;

   -- TOUSA will file a notice of dismissal of the adversary
      proceeding with the Court; and

   -- No releases are being exchanged and the settlement agreement
      does not affect other claims filed by Zurich or its
      affiliates against the TOUSA.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TRIBUNE CO: Bank Debt Trades at 34% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 66.30 cents-on-the-
dollar during the week ended Friday, June 17, 2011, a drop of 0.75
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank loan.  The loan is
one of the biggest gainers and losers among 195 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Ch. 7 Trustee Allowed to Amend Suit v. Mitsubishi
---------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted the defendant's request
for dismissal of the complaint, George L. Miller, in his capacity
as Chapter 7 Trustee of the Bankruptcy Estate of Tweeter Opco,
LLC, Tweeter Newco, LLC, Tweeter Tivoli LLC, and Tweeter
Intellectual Property, LLC, v. Mitsubishi Digital Electronics
America Inc., Adv. Proc. No. 10-54038 (Bankr. D. Del.).  The
Trustee filed the adversary proceeding on Nov. 2, 2010, to avoid
and recover alleged preferential payments totaling $933,962 made
to Mitsubishi.  The defendant contends the Complaint fails to
state a preference claim because it fails to describe the nature
of the antecedent debt and identify the transferor.  The Court,
however, granted the Trustee leave to amend the Complaint.
Although the Complaint is insufficient in detail to survive the
Motion to Dismiss, the Court believes that there is enough basis
for the Trustee to allege a claim if granted leave to amend, Judge
Walrath said.

A copy of Judge Walrath's June 14, 2011 Memorandum Opinion is
available at http://is.gd/01PDhcfrom Leagle.com

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco LLC, Tweeter Tivoli LLC, and
Tweeter Intellectual Property LLC were formed by Schultze Asset
Management LLC to acquire the assets of Tweeter Home Entertainment
Group, Inc.  In July 2007, Old Tweeter sold substantially all of
their assets to Tweeter Newco for $38 million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Lawyers at
Richards, Layton & Finger, P.A., assisted the company in its
restructuring effort.  The company estimated assets of $50 million
to $100 million and debts of $50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of Dec. 5, 2008.
George L. Miller at accounting firm Miller Coffey Tate was
appointed to serve as Chapter 7 trustee.  The firm may be reached
at:

          MILLER COFFEY TATE LLP
          8 Penn Center, Suite 950
          1628 John F. Kennedy Boulevard
          Philadelphia, PA, 19103
          Tel: 215-561-0950
          Fax: 215-561-0330
          E-mail: info@millercoffeytate.com

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and video
consumer electronics products.  Tweeter and seven of its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 07-10787 through 07-10796) on June 11, 2007.  Lawyers at
Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
Debtors.  Kurtzman Carson Consultants LLC acted as the Debtors'
claims and noticing agent.  Lawyers at Pachulski Stang Ziehl &
Jones LLP and at Otterbourg, Steindler, Houston & Rosen, P.C.,
represented the Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.


TXU CORP: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 77.36 cents-on-the-dollar during the
week ended Friday, June 17, 2011, a drop of 1.22 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 195 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 83.49 cents-on-the-dollar during the
week ended Friday, June 17, 2011, a drop of 1.09 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 195 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNITED CONTINENTAL: United Airlines Resumes Flights After Outage
----------------------------------------------------------------
United Airlines is in the process of resuming normal operations
Saturday, June 18, following a temporary computer outage Friday.
The airline experienced a network connectivity issue at about 7:15
p.m. CT Friday, which was resolved at midnight.

United apologizes for the disruption caused to travelers at
affected airports and is reaccommodating travelers where
necessary.

"While we will be experiencing some residual effect on our flight
operations throughout the weekend, United is committed to
restoring normal operations as soon as possible," said Alexandria
Marren, senior vice president System Operations Control.  "We
encourage customers to print their boarding pass prior to arrival
at the airport and give themselves extra time.

"We are reaching out through multiple channels to ask customers
who were inconvenienced by this event to contact us."

United has been providing regular updates for customers through
Twitter and other channels.

The computer problem interrupted the airline's flight departures,
airport processing and reservations systems, including access to
the united.com internet site.

Waiver policy for United customers booked on June 17 and 18

United is allowing fee-waived exceptions for customers whose
travel plans were impacted by the June 17 computer outage.
Customers scheduled on United flights on June 17 and 18 may
reschedule their itinerary with a one-time date or time change,
and the change fees will be waived.  For customers wishing to
cancel their travel plans, a refund in the original form of
payment may be requested.  Complete details and eligible travel
dates are available at united.com and continental.com.

Customers should continue to manage their reservations on the
respective company's website from which their ticket was
purchased.  Customers may also book a new reservation, change an
existing reservation or check flight status by calling United
Reservations at 800-UNITED-1 or Continental Reservations at 800-
525-0280 or their travel agent.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: UAL Debt Trades at 4% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which United Air Lines
Inc. is a borrower traded in the secondary market at 95.75 cents-
on-the-dollar during the week ended Friday, June 17, 2011, a drop
of 0.77 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 195 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNITED STATES OIL: Responds to SEC Suspension Order
---------------------------------------------------
United States Oil and Gas Corp issued a release in response to the
Securities and Exchange Commission's Order of Suspension of
Trading in the securities of USOG and 16 other small issuers as
part of a broad regulatory effort focused on microcap stocks.  The
10 day Order of Suspension notes that the SEC has questions
concerning the adequacy and accuracy of press releases concerning
the Company's operations and stock promoting activity by the
Company.

The Company has conferred with SEC regarding its concerns and
conducted a thorough review of its press releases, financial
statements and other disclosure documents in response to the
trading suspension.  Importantly, the Company wishes to note that
it is up to date in all of its filings with the SEC and has not
paid for or sponsored any promotional activity with respect to its
stock, an issue facing other microcap companies, including many
involved in the SEC trading suspension.

After a review of the Company's historical press releases, the
Company wishes to note that on May 20, 2011, the Company filed its
Quarterly Report for the three month period ended March 31, 2011,
on Form 10-Q which included for the first time, restated figures
for the period ended March 31, 2010.  The Notes to those financial
statements detail all the adjustments.  The SEC noted that the
Company did not issue a press release specifically addressing the
restatement.  In sum, Total Assets and Liabilities and
Stockholders' Deficit were reduced by $375,000 to $6.6 million.
Net loss increased by $292,000 to $639,000.

One source of the restatements was the application of the purchase
price for the acquisition of United Oil.  Significant adjustments
from this were the $764,400 reclassification of purchase price
from fixed assets and goodwill to intangible assets.  The second
source of restatement was the reclassification of $99,013 of
Additional Paid In Capital primarily to Preferred Convertible
Shares.  Finally, there was a significant restatement of expense
due the proper GAAP accounting for several Derivative Instruments
the Company has on its balance sheet.  These are Convertible Notes
Payable that have a variable conversion feature that is dependent
on the price of the stock at the time of conversion.  This
primarily resulted in a derivative liability of $845,921, a loss
on the valuation of the derivative at period end of $37,418,
discounts to notes payable of $232,801, and amortization expense
of $67,366.

The Company believes it has properly complied with the regulations
pertaining to the dissemination of information under its control,
and will continue to take great care in meeting its regulatory
requirements and will fully cooperate with the SEC with respect to
this matter.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company's balance sheet at March 31, 2011, showed $7.0 million
in total assets, $7.3 million in total liabilities, and a
stockholders' deficit of $324,067.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


UNIVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications Inc. is a borrower traded in the secondary market
at 94.73 cents-on-the-dollar during the week ended Friday, June
17, 2011, a drop of 0.99 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating.  The loan is one of
the biggest gainers and losers among 195 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision Communications
Inc.'s 8.5% senior unsecured notes due 2021, following the
Company's proposed $315 million add-on to the issue.  The add-on
would bring the total dollar amount of the issue to $815 million.
The issue-level rating on this debt remains at 'CCC+ (two notches
lower than the 'B' corporate credit rating on the Company), and
the recovery rating remains at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for noteholders in the event of
a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL-
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns center on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Revenue for fiscal
year 2010 was approximately $2.2 billion.


US FIDELIS: Jury Indicts Atkinson Brothers Over Insurance Fraud
---------------------------------------------------------------
Rebecca Lindstrom Wohltman at the St. Louis Business Journal
reports that Darain and Cory Atkinson, the brothers who owned and
operated U.S. Fidelis, have been indicted by a St. Charles grand
jury on multiple charges of unlawful merchandising practices,
stealing and insurance fraud connected with the sale of vehicle
service contracts.

According to the report, Missouri Attorney General Chris Koster
announced the indictments Wednesday.  Darain Atkinson faces 14
counts, and Cory Atkinson faces a total of 13 charges.

Attorneys for the brothers entered not-guilty pleas Wednesday.

The report says the indictments allege that between January 2005
and May 2009 the brothers withheld fees and charges greater than
contract amounts from consumers, falsely represented that all
vehicle repairs were covered, falsely implied that their
salespeople were affiliated with automobile manufacturers and
that they would extend the manufacturer's warranty, omitted an
explanation that the US Fidelis policies differed from the
manufacturer's warranty, withheld pro rata refunds from consumers
who cancelled their policies, failed to cancel policies when
consumers cancelled them and acted without an insurance license.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Robert E. Eggmann,
Esq., at Lathrop & Gage, assists the Company in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.


US FIDELIS: Former Owners Indicted For Fraud in Missouri
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Missouri's attorney
general unveiled indictments on Wednesday against the former
owners of defunct car warranty dealer U.S. Fidelis Inc. for felony
charges including stealing, unlawful merchandising practices and
insurance fraud.

Law360 relates that Missouri Attorney General Chris Koster said in
a statement that a St. Charles County grand jury levied a 14-count
indictment against Darain Atkinson and a 13-count indictment
against Cory Atkinson, the brothers who owned and operated the
company prior to its bankruptcy.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Robert E. Eggmann,
Esq., at Lathrop & Gage, assists the Company in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.


US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 93.81cents-
on-the-dollar during the week ended Friday, June 17, 2011, a drop
of 0.56 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 3, 2014, and
carries Moody's B3 rating.  The loan is one of the biggest gainers
and losers among 195 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VIKING SYSTEMS: Three New Directors Appointed to Board
------------------------------------------------------
Viking Systems, Inc.'s Board of Directors approved increasing the
number of directors on the Company's Board from three to six, and
appointed three new directors to the Board.  The new directors are
Joseph A. De Perio, Hooks K. Johnston and Amy S. Paul.

Mr. De Perio was appointed to serve on the Audit Committee and the
Compensation Committee of the Board of Directors.  Mr. De Perio is
also a director of Overland Storage, Inc.  Mr. De Perio is a
portfolio manager responsible for the public equity and private
equity strategies for Clinton Group, Inc., a SEC Registered
Investment Advisor that invests globally across multiple
alternative investment strategies.  Prior to joining Clinton
Group, Mr. De Perio held positions with Millennium Management and
Trimaran Capital Partners.  He received a BA in business economics
with honors from Brown University.

Mr. De Perio was selected as a director pursuant to the terms of a
Stock Purchase Agreement dated May 10, 2011, by and among the
Company, Clinton Magnolia Master Fund Ltd. and certain other
accredited investors.  Pursuant to the Purchase Agreement, Clinton
Magnolia Master Fund acquired 6,800,000 shares of the Company's
common stock and warrants exercisable to purchase 5,100,000 shares
of the Company's common stock for total consideration of $1.7
million.  Mr. De Perio is a portfolio manager of Clinton Group,
Inc., the investment manager for Clinton Magnolia Master Fund.

Mr. Johnston was appointed to serve on the Compensation Committee
of the Board of Directors.  Mr. Johnston is a management
consultant and is on the board of Resonetics, LLC.  He was
employed by Smith & Nephew Endoscopy Division from 1990-2004,
retiring as Sr. Vice President Operations.  Prior to joining Smith
and Nephew, he held positions in general management, operations,
and project engineering.  He received a Bachelor's degree in
Aeronautical Engineering from Rensselaer Polytechnic Institute and
a MBA from the Harvard Business School.

Ms. Paul was appointed to serve on the Audit Committee of the
Board of Directors.  Ms. Paul is a director of Wright Medical
Group, Inc., and Theraclion, a private company, and is a
commissioner of the Northwest Commission on Colleges and
Universities.  Ms. Paul worked for C.R. Bard, Inc., a medical
device company, for 26 years, until her retirement as the Group
Vice President-International in 2008.  Prior to that she served in
various positions at C.R. Bard, Inc., from 1982 to 2003, including
President of Bard Access Systems, Inc., President of Bard
Endoscopic Technologies, Vice President and Business Manager of
Bard Ventures, Vice President of Marketing of Bard Cardiopulmonary
Division, Marketing Manager for Davol Inc., and Senior Product
Manager for Davol Inc.  She received a BA cum laude from Boston
University and a MBA with honors also from Boston University.

Each of the directors will receive compensation in accordance with
the Company's standard compensation arrangements for non-employee
directors.  The Company granted each of the newly appointed
directors stock options that may be exercised for the purchase of
150,000 shares of the Company's common stock under the terms of
the Company's 2008 Non-Employee Directors Stock Option Plan.  The
options terminate after ten years and are exercisable at $0.30 per
share.

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company's balance sheet at March 31, 2011, showed
$4.24 million in total assets, $2.49 million in total liabilities,
all current and $1.75 million in total stockholders' equity.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VINEYARD AT SERRA: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: The Vineyard at Serra Retreat, LLC
        3414 Serra Road
        Malibu, CA 90265

Bankruptcy Case No.: 11-17323

Chapter 11 Petition Date: June 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: David W. Meadows, Esq.
                  LAW OFFICES OF DAVID W. MEADOWS
                  1801 Century Park East, Suite 1235
                  Los Angeles, CA 90067
                  Tel: (310) 557-8490
                  Fax: (310) 557-8493
                  E-mail: david@davidwmeadowslaw.com

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

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

The petition was signed by John Hall, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Serra Canyon Prop. Owners Asso     Homeowners Assoc.       $10,500
P.O. Box 103                       Fees
Malibu, CA 90265


VITRO SAB: Judge Rejects Bonuses for U.S. Executives
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for U.S. subsidiaries of
Vitro SAB prevailed on the bankruptcy judge to disapprove bonuses
for the top two executives of the U.S. units undergoing Chapter 11
reorganization in Dallas.

According to the report, U.S. Bankruptcy Judge Harlin "Cooter"
Hale agreed with the committee's argument that the incentive
bonuses were in reality retention bonuses that Congress banned for
companies in bankruptcy.  The bonus proposal "seems largely to
be based on retaining the two top executives through the sale
process," Judge Hale said.

With "very little currently available for unsecured creditors,"
the judge said he saw no justification for paying bonuses to
executives who may be employed by the buyer, the report discloses.
Judge Hale did give the executives a chance to seek a bonus under
another provision in bankruptcy law authorizing payments for
making a substantial contribution in the case.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


WIKILOAN INC: Reports $361,600 Net Income in April 30 Quarter
-------------------------------------------------------------
Wikiloan Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $361,628 on $126 of revenue for the three months ended
April 30, 2011, compared with a net loss of $226,184 on $624 of
revenue for the same period a year ago.

The Company's balance sheet at April 30, 2011, showed $411,799 in
total assets, $1.39 million in total liabilities and a $980,206
total stockholders' deficit.

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

                        http://is.gd/uHkLDz

                        About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.

The Company reported a net loss of $3.15 million on $635,184 of
revenue for the year ended Jan. 31, 2011, compared with a net loss
of $596,639 on $1,801 of revenue for the same period during the
prior year.

As reported by the TCR on May 20, 2011, PS Stephenson & Co., PC,
in Wharton, Texas, expressed substantial doubt about WikiLoan's
ability to continue as a going concern following the Company's
results for the fiscal year ended Jan. 31, 2011.  The independent
auditors noted that the Company has no revenue, significant assets
or cash flows.


WILLIAMS TYPESETTING: Case Summary & Creditors List
---------------------------------------------------
Debtor: Williams Typesetting Company, Inc.
          aka Williams Visual Solutions
        P.O. Box 21279
        Chattanooga, TN 37421

Bankruptcy Case No.: 11-13181

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  744 McCallie Avenue, Suite 520
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/tneb11-13181.pdf

The petition was signed by Harold Williams, secretary.


WORLDCOM INC: COBRA Services Not Subject to Telecom Excise Tax
--------------------------------------------------------------
Chief Bankruptcy Judge Arthur J. Gonzalez held that the central
office based remote access services purchased by WorldCom Inc. are
not subject to the telecommunications excise tax under 26 U.S.C.
Section 4251 et seq. because they did not provide the Debtors with
access to the local telephone system and the privilege of
telephonic quality communication.

The matter is before the Bankruptcy Court on remand from the
District Court for certain additional determinations and findings
of fact concerning a dispute between, on one side, Verizon
Business Global LLC, successor in interest to MCI, Inc., together
with certain of its affiliates as reorganized debtors, and, on the
other side, the Internal Revenue Service.  The parties' dispute
concerns the Debtors' liability for the Excise Tax with respect to
COBRA services that the Debtors purchased from various Local
Exchange Carriers.

COBRA is a service technology that allows persons using dial-up
modems to access the Internet.  LECs sold COBRA service, whereby
the LECs would aggregate Dial-Up Users' data into transmission
control protocol/Internet protocol packets, which are suitable for
transmission over the Internet.  With COBRA service, the Debtors
plugged the output TCP/IP high speed data stream into their
network, and sold access to the stream to ISPs, who in turn sold
access to Dial-Up Users.

The IRS filed a proof of claim for certain amounts it alleged were
due as Excise Tax.  The Reorganized Debtors objected to the claim
and filed a motion seeking a refund of amounts that had already
been paid to the IRS representing Excise Tax.  On June 1, 2007,
the Bankruptcy Court granted both the Claim Objection and the
Refund Motion.  The Orders were appealed to the District Court of
the Southern District of New York, which issued its opinion
reversing the Orders and remanding the case for further
consideration.

Judge Gonzalez held that because the Debtors met their burden of
production and persuasion in challenging the validity of the
federal excise tax, as applied to COBRA service, the Objection is
granted, and the Court grants the relief requested in the Refund
Motion.

A copy of Judge Gonzalez's June 15, 2011 Opinion is available at
http://is.gd/UH0OkNfrom Leagle.com.

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


XODTEC LED: Incurs $1.59 Million Net Loss in Fiscal 2011
--------------------------------------------------------
Xodtec Led, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$1.59 million on $1.03 million of revenue for the year ended
Feb. 28, 2011, compared with a net loss of $2.23 million on
$991,645 of revenue during the prior year.

The Company's balance sheet at Feb. 28, 2011, showed $1.53 million
in total assets, $4.06 million in total liabilities and a $2.52
million total stockholders' deficit.

Simon & Edward, LLP, in City of Industry, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the results for the year ended Feb. 28,
2011.  The independent auditors noted that the Company has
incurred significant operating losses, has serious liquidity
concerns and may require additional financing in the foreseeable
future.

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

                         http://is.gd/0doNWk

                          About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


ZURVITA HOLDINGS: Incurs $1.05 Million Net Loss in April 30 Qtr.
----------------------------------------------------------------
Zurvita Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.05 million on $1.21 million of total revenues for
the three months ended April 30, 2011, compared with net income of
$369,957 on $1.70 million of total revenues for the same period
during the prior year.  The Company also reported net income of
$2.88 million on $3.66 million of total revenues for the nine
months ended April 30, 2011, compared with a net loss of $6.95
million on $4.60 million of total revenues for the same period a
year ago.

The Company's balance sheet at April 30, 2011, showed $690,591 in
total assets, $4.41 million in total liabilities, $4.55 million in
redeemable preferred stock and a $8.27 million total stockholders'
deficit.

                             Liquidity

Since the Company's inception, the Company has primarily met its
operating cash requirements through equity contributions from The
Amacore Group, Inc., who was the Company's sole shareholder prior
to July 30, 2009.  Subsequent to July 30, 2009, the Company has
sold several series of preferred stock for gross proceeds of $6.8
million to another related party.  The Company is using the
proceeds from the sale of preferred stock to subsidize the
Company's operations as the Company's revenues and operating cash
flows are not currently sufficient to support the Company's
current operations.

At April 30, 2011, the Company had negative working capital of
approximately $1.7 million, an accumulated deficit of
approximately $18.3 million and negative cash flows from operating
activities of approximately $2.9 million.  Since the date of
inception, the Company has used approximately $9.2 million in
operations.

The Company believes that without the support of its related party
stockholders its cash resources would be insufficient to sustain
current planned operations for the next 12 months.  Additional
cash resources may be required should the Company not meet its
sales targets, exceed its projected operating costs, wish to
accelerate sales or complete one or more acquisitions or if
unanticipated expenses arise or are incurred.

The Company does not currently maintain a line of credit or term
loan with any commercial bank or other financial institution and
has not made any other arrangements to obtain additional
financing.  The Company can provide no assurance that it will not
require additional financing.  Likewise, the Company can provide
no assurance that if it needs additional financing that it will be
available in an amount or on terms acceptable to it, if at all.
If the Company is unable to obtain additional funds when they are
needed or if such funds cannot be obtained on terms favorable to
the Company, the Company may be unable to execute its business
plan or pay its costs and expenses as they are incurred, which
could have a material, adverse effect on the Company's business,
financial condition and results of operations.

These issues raise substantial doubt about the Company's ability
to continue as a going concern for a reasonable period.

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.

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

                       http://is.gd/6b2rLl

                     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.


* S&P's 2011 Global Default Tally Rises to 16
---------------------------------------------
Canadian oil and gas company Opti Canada Inc. defaulted on its
second-lien debt June 15, said an article published by Standard &
Poor's titled "Global Corporate Default Update (June 10 - 16,
2011) (Premium)."  This raised the 2011 global corporate default
tally to 16 issuers.  Ten of this year's defaults were based in
the U.S., two each were based in Canada and New Zealand, and one
each was based in the Czech Republic and Russia.  By comparison,
42 global corporate issuers had defaulted by this time in 2010.
Of these defaulters, 30 were U.S.-based issuers, two were European
issuers, three were from the emerging markets, and seven were in
the Other Developed region (Australia, Canada, Japan, and New
Zealand).

Six of this year's defaults were due to distressed exchanges, and
another six were related to missed interest or principal payments-
both among the top reasons for default in 2010.  Of the remaining
four, two issuers defaulted after they filed for bankruptcy,
another had its banking license revoked by its country's central
bank, and the fourth was forced into liquidation as a result of
regulatory action.  Of the defaults in 2010, 28 resulted from
missed interest or principal payments, 25 were from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.  None of the
81 defaulters began the year with an investment-grade rating.  The
debt amount these defaults affected fell to $95.7 billion, also
considerably lower than in 2009.


* Failed Bank Tally Reaches 47 This Year
----------------------------------------
Regulators on Friday shut a bank in Tampa, Florida and another one
in Jackson, Georgia, raising the year's total bank failures to 47.

First Commercial Bank of Tampa Bay, Tampa, Florida, was closed by
the Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  The FDIC
entered into a purchase and assumption agreement with Stonegate
Bank, Fort Lauderdale, Florida, to assume all of the deposits of
First Commercial Bank of Tampa Bay.  As of March 31, 2011, First
Commercial Bank of Tampa Bay had $98.6 million in total assets and
$92.6 million in total deposits.  Stonegate Bank will pay the FDIC
a premium of 0.50 percent to assume all of the deposits of First
Commercial Bank of Tampa Bay.   The FDIC estimates that the cost
to the Deposit Insurance Fund will be $28.5 million.

McIntosh State Bank, Jackson, Georgia, was closed by the Georgia
Department of Banking and Finance, which appointed the FDIC as
receiver.  The FDIC entered into a purchase and assumption
agreement with Hamilton State Bank, Hoschton, Georgia, to assume
all of the deposits of McIntosh State Bank.  As of March 31, 2011,
McIntosh State Bank had approximately $339.9 million in total
assets and $324.4 million in total deposits.  Hamilton State Bank
will pay the FDIC a premium of 0.50 percent to assume all of the
deposits of McIntosh State Bank.  The FDIC estimates that the cost
to the DIF will be $80.0 million.

Six banks in Florida have so far failed this year.  In Georgia, 13
banks have already been sent to FDIC receivership.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0

Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* BOND PRICING -- For Week From June 13 to 17, 2011
---------------------------------------------------

  Company             Coupon   Maturity   Bid Price
  -------             ------   --------   ---------
AMBAC INC               9.50  2/15/2021     11.00
AMBAC INC               7.50   5/1/2023     14.65
AMBAC INC               5.95  12/5/2035     12.00
AMBAC INC               6.15   2/7/2087      1.00
AHERN RENTALS           9.25  8/15/2013     46.13
AMKR-CALL06/11          9.25   6/1/2016    105.00
ARCHSTONE-SMITH         4.00  7/15/2036     91.50
BANK NEW ENGLAND        8.75   4/1/1999     13.50
BANK NEW ENGLAND        9.88  9/15/1999     13.75
BANKUNITED FINL         3.13   3/1/2034      7.00
CAPMARK FINL GRP        5.88  5/10/2012     58.25
CS FINANCING CO        10.00  3/15/2012      3.00
DIRECTBUY HLDG         12.00   2/1/2017     38.00
DUNE ENERGY INC        10.50   6/1/2012     68.80
EDDIE BAUER HLDG        5.25   4/1/2014      4.00
ENERGY CONVERS          3.00  6/15/2013     48.00
FRANKLIN BANK           4.00   5/1/2027      7.00
FAIRPOINT COMMUN       13.13   4/2/2018      1.25
GREAT ATLANTIC          9.13 12/15/2011     28.00
GREAT ATLA & PAC        6.75 12/15/2012     33.12
HARRY & DAVID OP        9.00   3/1/2013     17.50
ELEC DATA SYSTEM        3.88  7/15/2023     96.00
HUGH-CALL07/11          9.50  4/15/2014    102.78
KEYSTONE AUTO OP        9.75  11/1/2013     40.00
LEHMAN BROS HLDG        6.00   4/1/2011     15.00
LEHMAN BROS HLDG        6.63  1/18/2012     25.25
LEHMAN BROS HLDG        5.25   2/6/2012     24.00
LEHMAN BROS HLDG        6.00  7/19/2012     24.50
LEHMAN BROS HLDG        3.00 11/17/2012     24.25
LEHMAN BROS HLDG        5.00  1/22/2013     24.50
LEHMAN BROS HLDG        5.10  1/28/2013     23.63
LEHMAN BROS HLDG        5.00  2/11/2013     23.88
LEHMAN BROS HLDG        4.80  2/27/2013     25.10
LEHMAN BROS HLDG        4.70   3/6/2013     24.63
LEHMAN BROS HLDG        5.00  3/27/2013     24.50
LEHMAN BROS HLDG        5.75  5/17/2013     23.00
LEHMAN BROS HLDG        2.00   8/1/2013     24.38
LEHMAN BROS HLDG        5.25  1/30/2014     20.00
LEHMAN BROS HLDG        4.80  3/13/2014     24.50
LEHMAN BROS HLDG        5.00   8/3/2014     24.25
LEHMAN BROS HLDG        6.20  9/26/2014     25.63
LEHMAN BROS HLDG        5.15   2/4/2015     23.88
LEHMAN BROS HLDG        5.25  2/11/2015     25.00
LEHMAN BROS HLDG        8.80   3/1/2015     25.25
LEHMAN BROS HLDG        8.50   8/1/2015     25.38
LEHMAN BROS HLDG        5.00   8/5/2015     24.75
LEHMAN BROS HLDG        7.00 12/18/2015     25.00
LEHMAN BROS HLDG        5.50   4/4/2016     24.00
LEHMAN BROS HLDG        8.92  2/16/2017     25.75
LEHMAN BROS HLDG        8.05  1/15/2019     25.10
LEHMAN BROS HLDG       11.00  6/22/2022     24.50
LEHMAN BROS HLDG       11.00  7/18/2022     24.50
LEHMAN BROS HLDG       11.00  8/29/2022     24.38
LEHMAN BROS HLDG        9.50 12/28/2022     24.63
LEHMAN BROS HLDG        9.50  1/30/2023     24.63
LEHMAN BROS HLDG        9.50  2/27/2023     23.50
LEHMAN BROS HLDG       10.00  3/13/2023     23.90
LEHMAN BROS HLDG       18.00  7/14/2023     24.63
LEHMAN BROS HLDG       10.38  5/24/2024     21.56
LANDRY'S RESTAUR        9.50 12/15/2014     95.60
LOCAL INSIGHT          11.00  12/1/2017      2.25
MAJESTIC STAR           9.75  1/15/2011     14.75
NEBRASKA BOOK CO        8.63  3/15/2012     70.20
NEWPAGE CORP           10.00   5/1/2012     29.50
NEWPAGE CORP           12.00   5/1/2013      6.38
NRG-CALL06/11           7.38   2/1/2016    103.70
RESTAURANT CO          10.00  10/1/2013     16.23
RIVER ROCK ENT          9.75  11/1/2011     89.55
RRC-CALL06/11           6.38  3/15/2015    102.38
RASER TECH INC          8.00   4/1/2013     29.76
THORNBURG MTG           8.00  5/15/2013     10.75
TRANS-LUX CORP          8.25   3/1/2012     14.00
TRANS-LUX CORP          9.50  12/1/2012     15.25
TOUSA INC               9.00   7/1/2010     20.00
TIMES MIRROR CO         7.25   3/1/2013     52.88
MOHEGAN TRIBAL          8.38   7/1/2011     91.00
TRICO MARINE SER        8.13   2/1/2013      9.25
TRICO MARINE            3.00  1/15/2027      1.25
TEXAS COMP/TCEH         7.00  3/15/2013     29.00
VIRGIN RIVER CAS        9.00  1/15/2012     48.50
WCI COMMUNITIES         7.88  10/1/2013      0.40
WCI COMMUNITIES         4.00   8/5/2023      1.57
WII COMPONENTS         10.00  2/15/2012     85.00
WILLIAM LYONS           7.63 12/15/2012     58.00
WILLIAM LYON INC       10.75   4/1/2013     52.70
WOLVERINE TUBE         15.00  3/31/2012     49.00



                           *********

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.

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                  *** End of Transmission ***