TCR_Public/110623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, June 23, 2011, Vol. 15, No. 172

                            Headlines

347 LINDEN: Dist. Court Denies Bid to Stay Case Dismissal Order
4KIDS ENTERTAINMENT: Seeks to Tap BDO Capital as Fin'l Advisors
94TH AND SHEA: Seeks to Use Cash Collateral to Pay Pet Club Fees
4KIDS ENTERTAINMENT: Keeps Yu-Gi-Oh Pending Trial Outcome
AMERICAN REMANUFACTURERS: Autozone Wins Ruling in $7-Mil. Suit

ANTS SOFTWARE: R. Cerwonka Resigns as Chief Operating Officer
APOLLO MEDICAL: Incurs $228,930 Net Loss in April 30 Quarter
ARAPAHOE LAND: Court OKs Rogers & Anderson as Bankruptcy Counsel
B AND H FLOWERS: To Shut Part of Greenhouse Ops, Lay Off Workers
BAMBERG COUNTY: Case Summary & 20 Largest Unsecured Creditors

BANKATLANTIC BANCORP: Receives $11.3MM from Common Stock Offering
BARBETTA LLC: Status Hearing on Monday; Plan Due Sept. 6
BARBETTA LLC: Sec. 341 Creditors' Meeting Set for July 11
BCB MAX: Moody's Upgrades Corporate Family Rating to 'B3'
BERNARD L MADOFF: Keep Mets' Suit in Bankr. Court, SIPC Says

BERNARD L MADOFF: Mets Owners Deny Shopping for Fraud Insurance
BERRY PLASTICS: To Acquire Rexam SBC for $360 Million
BETHESDA HOME: Fitch Affirms 'BB+' Rating on Revenue Bonds
BOWE BELL: Committee Seeks to Hire BDO Consulting as Advisers
BOZEL SA: Can File Chapter 11 Reorganization Plan until August 1

BROOKFIELD OFFICE: S&P Affirms 'BB+/P-3' Preferred Stock Ratings
BUFFETS INC: Moody's Downgrades CFR to Caa2; Outlook Negative
CAPITAL POWER: S&P Puts BB Global Scale Rating on Watch Negative
CAR WASH: Can Hire Martin Thomas to Handle Reorganization Case
CARDTRONICS INC: S&P Places 'BB-' CCR on Watch Developing

CARL'S FURNITURE: Aims to Emerge From Bankruptcy Next Year
CARLISLE APARTMENTS: Seeks Approval of Compass Bank Settlement
CARLISLE APARTMENTS: Seeks OK of $28.5 Million NXT Exit Financing
CATHOLIC CHURCH: Milwaukee Opposes Creditors' Deposition Request
CC MEDIA: David Abrams Owns 19.9% of Class A Common Stock

CLEVELAND REAL ESTATE: Case Summary & 3 Largest Unsec. Creditors
CLS RENTAL: Voluntary Chapter 11 Case Summary
CLASSICSTAR LLC: Court Won't Reverse Despite "New Evidence"
CLINTONDALE COMMUNITY: Moody's Cuts Rating on $6.3MM Debt to Ba3
COMPTON PETROLEUM: Files Form 6-K; Posts $3.46MM Earnings in Q1

COPPER KING: SEC Sues Officers For Misleading Investors
CORNER DEVELOPMENT: Court Rejects Bank's Foreclosure Bid
COTTAGE GROVE: Owner of Pahrump, Nev. Subdivision in Ch. 11
CROWN MEDIA: Moody's Assigns 'B2' CFR; Outlook Stable
CROWN MEDIA: S&P Assigns Preliminary 'B' Corporate Credit Rating

CU NATIONAL: Suit v. Accountant Goes Back to State Court
DAYS INNS WORLDWIDE: Owner in Chapter 11 Bankruptcy
DEARBORN LODGING: Court Cites Flaws in Plan Outline
DELTA PETROLEUM: To Sell Remaining Non-Core Assets for $43.2-Mil.
DOCUTEK IMAGING: Had Buyer Before Filing, Gets $2.5-Mil. Financing

DUKE AND KING: Court Approves Sale of Substantially All Assets
EMPIRE HOLDINGS: Bankruptcy Case Converted to Chapter 7
ENIVA USA: Court Approves Sale of Equipment Free of Liens
EPICEPT CORP: Guy Jackson Resigns from Board of Directors
ES ENERGY: Esping & Companies Found Liable for Malicious Fraud

EVANS INDUSTRIES: 5th Circ. Upholds Ruling on Greif Cleanup Costs
EXTRUDERS INT'L: Can Obtain Up to $3-Mil. of Financing
FIRST NATIONAL BANK: Auditor Ordered to Pay $23 Million for Error
FKF MADISON: Unsecured Creditors Seek Time to Sue Over Loans
FLORIDA EXTRUDERS: Committee Hires Genovese Joblove as Counsel

FLORIDA EXTRUDERS: Benada Aluminum Acquires FEI, Benada
FOCUS PALM: Case Summary & 9 Largest Unsecured Creditors
FORUM HEALTH: Fees Top $26 Million in Bankruptcy Case
FSG-R LLC: Taps Kaempfer Crowell to Handle Reorganization Case
FSG-R LLC: Taps White & Case to Handle Adversary Proceeding

FUSION TELECOMMUNICATIONS: Borrows $45,000 from Marvin Rosen
GAGE'S LONG: Case Summary & 19 Largest Unsecured Creditors
GAMETECH INT'L: Incurs $1.61 Million Net Loss in May 1 Quarter
G.B.S. HOLDING: Wants to Proceed With Va. Project Despite Filing
G.B.S. HOLDING: Hires DurretteCrump as Chapter 11 Counsel

G.B.S. HOLDING: Sec. 341 Meeting of Creditors Set for June 30
GLOBAL CROSSING: Board Okays $26-Mil. Unsecured Promissory Note
GPS TECHNOLOGIES: Fed. Circ. Upholds Dismissal of Golf GPS IP Suit
GREAT ATLANTIC: Court Approves SuperFresh Asset Sale
GREEN MOUNTAIN: Moody's Assigns 'Ba2' Rating to Bank Facility

GYRO-TRAC (USA): Emerges From Chapter 11 Bankruptcy
HANMI FINANCIAL: To Offer $75 Million of Common Stock
HARRY & DAVID: PBGC Fights Lower $44-Mil. Pension Claim
HEARUSA INC: Seeks to Hire Ehrenstein Charbonneau as Attorney
HERCULES OFFSHORE: Files Fleet Status Report as of June 20

HORIZON LINES: Further Extends Subscription Deadline to June 24
HOWARD MARKS: In Chapter 11; Owes $14.4-Mil. to Quinn Family
INDIAN NATIONAL: Montana Judge Won't Dismiss Chapter 11 Case
INVENTIV HEALTH: Moody's Lowers CFR to 'B3'; Outlook Stable
INVENTIV HEALTH: S&P Lowers Corporate Credit Rating to 'B'

JACKSON HEWITT: Creditors Seek Hearing Continuation
JCK HOTELS: To Start Interest-Only Payment Under Mortgage in July
JCK HOTELS: Sec. 341 Creditors' Meeting Set for July 12
JEFFERSON COUNTY, ALA: Gov. Bentley Wants to Discuss Bankruptcy
JOE TECCE'S: Big Dig Blamed for Chapter 11 Filing

JOY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
KLADEK INC: Daughter to Take Over Ownership of Gentleman's Club
LA BOTA: Unsecureds to Receive Monthly Payments Over 60 Month PD.
LA DODGERS: Owner Mulls Bankruptcy, White & Case Lawyer Says
LADY FOREST: Eileen N. Shaffer OK'd to Represent Ch. 7 Trustee

LAKE PLEASANT: U.S. Trustee Unable to Form Committee
LAKOTA CANYON: Taps George Mason to Handle Reorganization Case
LAKOTA CANYON: Bank Succeeds in Moving Case Venue to Colorado
LANDMAR DEVELOPERS: City to Consider $3.5 Mil. Settlement Deal
LAZY DAYS: Buys Arizona RV Site, Fires 50 Workers

LBJ LAKEFRONT: Consents to Dismissal of Chapter 11 Case
LE-NATURE'S: Former Executive Changes Fraud Plea to Guilty
LIQUIDATION WORLD: Big Lots to Purchase Outstanding Shares
LINDEN PONDS: Creditor Seeks to Slow Down Plan, Opposes Financing
LYONDELL CHEMICAL: Workers Urge Court to Hear $10M Racism Suit

MACCO PROPERTIES: U.S. Trustee Objects to Hiring of Pinkerton
MACCO PROPERTIES: Agrees to Lift Stay To Settle Litigation
MADISON HOTEL: Apartment Has $6.3 Million in Debts
MAJESTIC CAPITAL: Court Approves Michelman as Special Counsel
MAJESTIC TOWERS: Files Schedules of Assets and Liabilities

MAJESTIC TOWERS: To Pay Critical Vendor Claims and Union Benefits
MBIA INC: BofA, UBS Ask NY's Highest Court to Reinstate Lawsuit
MEDCORP INC: Chapter 11 Filing Stays Sale to NY Equity Fund
MEDICAL CARD: S&P Puts 'B' Counterparty Rating on Watch Negative
MERUELO MADDUX: Judge Denies BNP's Bid to Recast Vote for Plan

MGM RESORTS: Issues $300 Million of $4.25% Conv. Senior Notes
MICHAEL HANSON: Three Tucson Hotels in Chapter 11
MIKE CARTER: Has $24.8 Million in Liabilities
MULLER PROPERTIES: Voluntary Chapter 11 Case Summary
NEW HOPE: Owes $101,700 to Wakefield Capital

NEWCARDIO INC: To Periodically Rotate the Position of Chairman
NO FEAR RETAIL: Aims to Toss Int'l Licensing Deal Ahead of Sale
NO FEAR RETAIL: Has Until Sept. 22 to Decide on Unexpired Leases
NORA'S WINE: Restaurant, in Ch. 11, Escapes Eviction
NORD RESOURCES: Four Directors Elected at Annual Meeting

NORIT HOLDING: S&P Assigns Preliminary 'B+' Corp. Credit Rating
NORTEL NETWORKS: Patents to Give Buyer Boost Against Rivals
NORTEL NETWORKS: Judge OKs Retirement, Disability Groups
NORTH PARK TERRACE: Court Rules on Amount of One West Bank Claim
NUANCE COMMS: Moody's Upgrades CFR to 'Ba2'; Outlook Stable

NURSERYMEN'S EXCHANGE: Taps Saqui Law to Handle Labor Dispute
OLSEN AGRICULTURAL: Creditors Committee Hires Lane Powell
OLSEN AGRICULTURAL: Rabo Objects to Continuing Cash Use
PETTUS PROPERTIES: To Present Plan for Confirmation July 13
PHILADELPHIA ORCHESTRA: Civic Leaders & Orgs. Pledge Funding

PJ FINANCE: Can Hire Ernst & Young as Independent Auditor
POINT BLANK: Hearing on Rule 60(b) Motion Adjourned Until July 11
POTOMAC TIMBER: Case Summary & 13 Largest Unsecured Creditors
PRIMEDIA INC: S&P Assigns Preliminary 'B' Rating on $315MM Loans
ROCK & REPUBLIC: Court Rules on New Pacific Rodeo Claim

SCI REAL ESTATE: Court Approves Haskell & White LLP as Accountant
SEMCRUDE LP: Court Permits Oil Producers to Conduct Discovery
SIGNATURE STYLES: Wants Schedules Filing Deadline Moved to July 15
SIGNATURE STYLES: Taps Polsinelli Shughart as Bankruptcy Counsel
SIGNATURE STYLES: Hires Canadian Bankruptcy Counsel

SOUTHLAKE AVIATION: Can Reach Deal Outside Bankr., Case Dismissed
ST CHARLES: ARC Shopping Acquires Publix-Anchored Shopping Center
STRATUS MEDIA: Jerry Rubinstein Elected to Board of Directors
TEXAS HILL: Gets Court Approval to Sell Real Property Assets
TBS INTERNATIONAL: Issues 70,000 Series A Preference Shares

TMG CANTON: Asks Court to Approve Sullivan Ward Employment
TMG CANTON: Proofs of Claim Due Sept. 20
TPF GENERATION: S&P Affirms 'BB' Rating on $850MM Sr. Term Loan
US AIRWAYS: Moody's Assigns Low-B Ratings to Certificates
US AIRWAYS: S&P Gives Prelim. B+ Rating to Class B Certificates

US FIDELIS: Committee Wants President to Pay $500,000 in Damages
VALHI INC: S&P Raises Corporate Credit Rating to 'B+'
VAN CHASE: U.S. Trustee Wants Court to Dismiss Chapter 11 Case
WATERSONG APARTMENTS: Taps Reeder Law as Gen. Insolvency Counsel
WEINGARTEN REALTY: S&P Affirms 'BB+' Preferred Stock Rating

WHITNEY HOLDING: S&P Withdraws 'BB/B' Counterparty Credit Rating
WILKES BASHFORD: Asks Court to Convert Bankruptcy to Chapter 7
WILLIAM LYON: Incurs $11.22 Million Net Loss in March 31 Quarter
WINDY KNOLL GOLF CLUB: At Risk of Foreclosure
WOLVERINE TUBE: Wants Deloitte Financial Work Scope Expanded

WORLD FITNESS: Case Summary & 6 Largest Unsecured Creditors
ZANETT INC: Receives Non-Compliance Notice from NASDAQ

* TheStreet.com Names 14 Restaurants at Bankruptcy Risk

* Four Lawyers Join Capstone Advisory Group LLC
* Levin Attorneys Named to Most Powerful Employment Counsel List
* Rita W. Garry and Firm Join SmithAmundsen LLC

* Recent Small-Dollar & Individual Chapter 11 Filings


                           *********


347 LINDEN: Dist. Court Denies Bid to Stay Case Dismissal Order
---------------------------------------------------------------
On April 22, 2011, 347 Linden LLC brought an "Emergency Order to
Show Cause with Temporary Restraints" to the U.S. District Court
for the Eastern District of New York, requesting that the District
Court order Federal National Mortgage Association to show cause
why an order should not be entered (1) staying two March 8, 2011
orders by the U.S. Bankruptcy Court for the Eastern District of
New York (Rosenthal, J.) granting relief from stay and dismissing
347 Linden's chapter 11 petition, and (2) staying a foreclosure
sale of the property known as 347 Linden Street, Brooklyn, New
York 11237, Block 3328, Lot 47.  Fannie Mae opposes the Debtor's
emergency application.

On April 22, 2011, the District Court denied the Debtor's
application to stay the foreclosure sale unless it posted a
$100,000 bond by April 27.  The Debtor posted the bond and the
District Court stayed the sale, pending briefing on the Debtor's
Show Cause Motion.

In a June 8, 2011 Memorandum and Order, District Judge Kiyo A.
Matsumoto denied the Debtor's request for stay of the bankruptcy
court's orders and of the foreclosure sale for lack of
jurisdiction.  The District Court agrees with Fannie Mae that the
Debtor's proper course was to file the motion to stay with the
bankruptcy court in the first instance.  "The bankruptcy court had
original jurisdiction and [the District Court] retains only
appellate jurisdiction over the case," Judge Matsumoto said.

A copy of the District Court's decision is available at
http://is.gd/4TjBlZfrom Leagle.com.

                         About 347 Linden

347 Linden LLC, in Monroe, New York, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 10-50413) on Nov. 3, 2010.
Judge Joel B. Rosenthal presides over the case.  David Carlebach,
Esq. -- david@carlebachlaw.com -- serves as bankruptcy counsel.
In its petition, the Debtor estimated assets and debts between
$1 million to $10 million.  The petition was signed by Abraham
Hoffman, managing member.

The Debtor filed an Amended Disclosure Statement and Amended Plan
of Reorganization on March 7, 2011.  The following day, the
Bankruptcy Court granted Fannie Mae's motion requesting relief
from the automatic stay, based on the court's findings that there
was cause for lifting the stay, that there was no equity in the
property, and that an effective reorganization plan was not
possible, and dismissed the Chapter 11 petition.


4KIDS ENTERTAINMENT: Seeks to Tap BDO Capital as Fin'l Advisors
---------------------------------------------------------------
4Kids Entertainment, Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
and retain BDO Capital Advisors, LLC as exclusive financial
advisor and investment banker.

Upon its retention, BDO Capital Advisors, will among other things:

   (a) analyze the business, operations and financial position
       of the Company and assist the Debtors in determining  an
       exit strategy to maximize value for the Debtors, their
       estates and creditors, including pursuing a plan of
       reorganization or asset sale;

   (b) negotiate with creditors, counterparties to agreements and
       other partiesin-interest in connection with structuring a
       POR or Asset Sale; and

   (c) assist the Debtors in formulating and negotiating the
       material terms of the POR or Asset Sale.

BDO Capital will be compensated for the services in the following
manner:

(1) Retainer Fees.  The Debtors will pay BDO Capital a
      nonrefundable retainer of $50,000, payable upon entry of the
      order of the Bankruptcy Court approving the retention of BDO
      Capital pursuant to the Engagement Letter.  The Retainer
      will be subject to any carve-out provision approved by the
      Bankruptcy Court in the DIP Financing.  The Retainer will be
      applicable against the Transaction Fees.

(2) Transaction Fees.

      (i) If the Debtors obtain Bankruptcy Court approval of a
          POR, BDO Capital will receive a cash fee equal to
          $200,000 (the "Base POR Fee").  In addition, if external
          private capital is raised in connection with a POR, BDO
          Capital will receive the following cash fees: (i) a
          cash fee equal to one and one-half percent (1.50%) of
          the total amount of senior secured debt commitment,
          provided however that any senior secured debt provided
          by existing equity holders will not be included in the
          total amount of senior secured debt; (ii) a cash fee
          equal to four and one-half percent (4.50%) of the total
          amount of mezzanine debt raised, provided however that
          any mezzanine debt provided by existing equity holders
          will not be included in the total amount of mezzanine
          debt; and (iii) a cash fee equal to seven percent
          (7.00%) of the total amount of equity capital raised,
          provided however that any equity capital provided by
          existing equity holders will not be included in equity
          capital raised (the "Placement Fees" and together with
          the Base POR Fee, the "Recapitalization Fees").

     (ii) If the Debtors obtain Bankruptcy Court approval of an
          Asset Sale, BDO Capital will receive a cash fee equal
          to $200,000.  In addition, if the Asset Sale results in
          a transaction whereby the gross aggregate consideration
          received exceeds the lesser of $7.0 million or the
          Stalking Horse Bid, BDO Capital will earn a cash fee
          equal to 3.00% of gross consideration received.  The
          Sale Fees will be earned regardless of whether the
          purchaser is the Stalking Horse or any other third
          party, including any insider, creditor of the Debtors or
          any other party-in-interest in the Bankruptcy Case.

    (iii) If the Debtors obtain the DIP Financing, BDO Capital
          will earn a cash fee equal to $100,000 plus 1.50% of
          the gross commitment amount of the DIP Financing.

     (iv) Notwithstanding anything herein to the contrary, BDO
          Capital will be entitled to receive either (a) the
          Recapitalization Fees or (b) the Sale Fees.  In no
          case will BDO Capital be entitled to receive both (a)
          the Recapitalization Fees and (b) the Sale Fees.
          Additionally, notwithstanding anything herein to the
          contrary, BDO Capital will not be entitled to receive
          any fees based solely upon any money received by the
          Debtors relating to any contingent and unliquidated
          litigation claims possessed by the Debtors.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
claims and notice agent.  The Debtors disclosed $23,372,877 in
total assets and $16,526,747 in total debts as of the Chapter 11
filing.

An official committee of unsecured creditors has not yet been
appointed by the Office of the United States Trustee.


94TH AND SHEA: Seeks to Use Cash Collateral to Pay Pet Club Fees
----------------------------------------------------------------
94th and Shea, L.L.C., seeks permission from the U.S. Bankruptcy
Court for the District of Arizona to enter into a lease agreement
with Pet Club Gilbert, LLC, a retail supplier of premium pet
products at discount prices.

Pursuant to the lease agreement, Pet Club has agreed to lease
Building A of the Debtor's property in East Shea Boulevard in
Scottsdale, Arizona, for a period of seven years with a base
minimum rental rate beginning at $26 per square foot, or $9,966,
per month, plus Pet Club's share of common area expenses, real
estate taxes and insurance estimated at approximately $2,491 per
month.

In connection with the entry of the lease agreement with Pet Club,
the Debtor also seeks permission to use cash collateral to pay for
tenant improvement expenses in the amount of approximately
$32,000.  Pet Club, according to papers filed in court, has
required that certain improvements be made to Building A in
connection with its tenancy.

The Debtor also seeks permission from the Court to use cash
collateral to pay third party leasing commissions in the total
amount of $31,262, payable 50% upon the Pet Club taking possession
of the space and 50% at month six of the primary lease term.  The
lease agreement provides that De Rito Partners, Pet Club's agents
in connection with the lease, will earn a commission fee of 3.5%
of the lease value for the first term of the lease payable by the
Debtor.

The Debtor asserts that use of cash collateral to pay the Tenant
Improvement Costs and Commission will benefit the Property, and
their lender, JPMCC 2007-CIBC19 Shea Boulevard, LLC, by, among
other things, (a) adding a new tenant to the Property to fill
currently empty space, which will increase foot traffic and
visibility to the Property, (b) improving the gross revenue and
net operating income generated by the Property, and (c) improving
the value of the Property by adding a market term lease to the
Debtor's rent roll.

The improvement in the Debtor's net operating income and the
corresponding increase in the value of the Property will more than
adequately protect JPMCC's interest for the use of its cash
collateral to pay the Tenant Improvements and Commission, the
Debtor adds.

                        About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.  It also owns
approximately 3.5 acres of adjacent land, which the Debtor
describes as the "Outparcel."  The members are 9400 Shea
Investors, LLC, the Goodhue Family Partnership, LLLP, and the
Rosso Family Partnership, LLLP.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart, P.C., serve as counsel to the Debtor.  The Debtor
disclosed $123,588 plus unknown amount in assets and $22,870,408
in liabilities as of the Chapter 11 filing.


4KIDS ENTERTAINMENT: Keeps Yu-Gi-Oh Pending Trial Outcome
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that 4Kids Entertainment Inc. is
poised to embark on a lengthy court battle with the licensors it
says sparked its bankruptcy filing, but for now, a judge is
upholding the company's rights to the valuable Yu-Gi-Oh! license
at the center of the dispute.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and notice agent.  The
Debtors disclosed $23,372,877 in total assets and $16,526,747 in
total debts as of the Chapter 11 filing.

The U.S. Trustee has been unable to appoint creditors to serve on
an Official Committee of Unsecured Creditors in the case.


AMERICAN REMANUFACTURERS: Autozone Wins Ruling in $7-Mil. Suit
--------------------------------------------------------------
A Delaware bankruptcy court ruled in favor of Memphis-based
AutoZone, rejecting approximately $7 million in claims asserted by
Montague S. Claybrook, the Chapter 7 Trustee for the estates of
American Remanufacturers, Inc.

Montague S. Claybrook, as Chapter 7 Trustee of the estates of
American Remanufacturers, Inc., et al. v. AutoZone Texas, L.P. et
al. 07-51597 (PJW) was the lead case in a series of related
adversary proceedings filed by the Trustee against ARI's former
customers.  All of the other adversary proceedings were stayed
pending disposition of the Trustee's action against AutoZone.

"This case is a significant one because it moves the needle toward
creditors' rights in bankruptcy disputes," said Kristen Wright,
AutoZone's lead trial counsel and a partner in the Memphis office
of Bass, Berry & Sims PLC.  "Because it is a pronouncement of the
Bankruptcy Court in Delaware, it has national implications."

The Trustee originally sought over $12 million from AutoZone for
claims related to alleged accounts receivable remaining on the
Debtors' books after the automotive parts remanufacturing
companies ceased operations in 2005.

After four years of litigation that included a $100,000 discovery
sanction against the Trustee, and the Trustee's abandonment of
some of his original claims, the United States Bankruptcy Court
for the District of Delaware ruled that AutoZone was entitled to
recoup approximately $9 million in credits owed to it by the
Debtors.  The ruling extinguishes the Trustee's claims against
AutoZone in their entirety.

In a two-day trial before Judge Peter J. Walsh, AutoZone
established that account credits arose from certain deductions and
allowances to which AutoZone was entitled under the parties'
vendor agreements, as well as credit for rejected product returns
that, as AutoZone successfully claimed, ARI was obligated to
accept both before and after the date the company converted from a
Chapter 11 to a Chapter 7 bankruptcy.

Significantly for creditors, the Court found "no strict
requirement that credits must 'match' accounts receivable for
those credits to be recouped against the open accounts."  Instead,
said the Court, "the credits issued by the [Debtors] were an
integral part of the parties' overall relationship and constituted
a component of an integrated transaction between the parties."

Also significant, the Court permitted AutoZone to recoup its
claimed credits collectively against the Debtors' estates as a
whole, even though the accounts receivable and credits claimed
involved three debtor entities.  Condemning the Trustee's case
administration, the Court stated that the "Trustee's attempt to
segregate the Debtors assets solely for purposes of setoff and
recoupment in this accounts receivable case simply does not
reflect the reality of his own case administration for the past
five years."  The Court ruled that, as a matter of equity, because
the Trustee had administered the companies as a single entity, no
artificial distinction between the three was justified.

AutoZone was represented at trial by Kristen C. Wright and Russell
E. Stair of Bass, Berry & Sims PLC and Sommer L. Ross of Duane
Morris LLP.  The Plaintiff was represented at trial by Fox
Rothschild LLP and Alan L. Frank Law Associates, P.C.

With more than 200 attorneys representing numerous publicly traded
companies and Fortune 500 businesses, Bass, Berry & Sims --
http://www.bassberry.com/has been involved in some of the largest
and most significant litigation matters and business transactions
in the country.

              About American Remanufacturers Inc.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  The Court converted the Debtors' chapter 11 cases to a
chapter 7 liquidation proceeding on Nov. 18, 2005.  Montague S.
Claybrook is the chapter 7 Trustee for the Debtors' estates.  When
the Debtors filed for chapter 11 protection, they estimated assets
between $10 million to $50 million and their debts at more than
$100 million.


ANTS SOFTWARE: R. Cerwonka Resigns as Chief Operating Officer
-------------------------------------------------------------
Richard Cerwonka, Ants Software Inc.'s Chief Operating Officer and
President of the Company's subsidiary, Inventa Technologies Inc.,
resigned from his position with the Company effective June 16,
2011.

                        About Ants Software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total
liabilities, and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


APOLLO MEDICAL: Incurs $228,930 Net Loss in April 30 Quarter
------------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $228,930 on $1.04 million of revenue for the three
months ended April 30, 2011, compared with a net loss of $843 on
$802,885 of revenue for the same period during the prior year.

The Company's balance sheet at April 30, 2011, showed $1.68
million in total assets, $1.71 million in total liabilities and a
$31,791 total stockholders' deficit.

                       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.


ARAPAHOE LAND: Court OKs Rogers & Anderson as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Arapahoe Land Investments, LP, to employ Rogers &
Anderson, PLLC, as bankruptcy counsel.

As reported in the Troubled Company Reporter on April 15, 2011,
Rogers & Anderson will bill the Debtor pursuant to the hourly
rates of its professionals:

         Barbara M. Rogers                 $300
         David W. Anderson                 $275

To the best of the Debtor's knowledge, Rogers & Anderson is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                  About Arapahoe Land Investments

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.  According to its schedules, the
Debtor disclosed $13,475,002 in total assets and $8,513,138 in
total debts as of the Petition Date.


B AND H FLOWERS: To Shut Part of Greenhouse Ops, Lay Off Workers
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that B and H Flowers Inc. filed
for Chapter 11 bankruptcy protection this month while it closes
down part of its greenhouse operations and lays off workers who
helped grow its less-profitable collection of flowers.

B and H Flowers consultant Gary Wartik told The Wall Street
Journal's Bankruptcy Beat that the company plans to keep
operating, despite the bank's pressure to liquidate.

California grower B and H Flowers Inc. sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 11-12650) on June 3, 2011
in Santa Barbara, California.  The Carpinteria, California-based
distributor of bulbs said sales for the year ended in April were
$16 million.  The Company estimated only up to $50,000 in assets
while debts were $10 million to $50 million.  Eric W. Burkhardt,
Esq., at Beall & Burkhardt, in Santa Barbara, California, serves
as counsel to the Debtor.


BAMBERG COUNTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bamberg County Memorial Hospital
        509 North Street
        Bamberg, SC 29003

Bankruptcy Case No.: June 20, 2011

Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Debtor's Counsel: Stanley H. McGuffin, Esq.
                  HAYNSWORTH SINKLER BOYD, P.A.
                  1201 Main Street, 24th Floor
                  P.O. Box 11889
                  Columbia, SC 29211-1889
                  Tel: (803) 540-7836
                  E-mail: smcguffin@hsblawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/scb11-03877.pdf

The petition was signed by Danette D. McAlhaney, MD, chairman.


BANKATLANTIC BANCORP: Receives $11.3MM from Common Stock Offering
-----------------------------------------------------------------
BankAtlantic Bancorp, Inc., completed its previously announced
rights offering for its Class A Common Stock and received
approximately $11.3 million of proceeds in connection with the
exercise of rights by its shareholders.  As a result, BankAtlantic
Bancorp will issue an aggregate of approximately 15.1 million
shares of its Class A Common Stock to participating shareholders.

"As previously disclosed, BankAtlantic Bancorp intends to use the
proceeds of the rights offering, together with cash currently held
by BankAtlantic Bancorp, to contribute capital to BankAtlantic,
its primary operating subsidiary," commented Alan B. Levan,
BankAtlantic Bancorp's Chairman and chief executive officer.
"While BankAtlantic's capital levels at March 31, 2011, exceeded
the traditional definitions of 'well capitalized' regulatory
capital thresholds, BankAtlantic is required to achieve by
June 30, 2011, and maintain a Tier 1/Core capital ratio of 8% and
Total Risk-based capital ratio of 14%.  We are pleased that as a
result of efforts throughout this quarter, which include the sale
of the Tampa branches, balance sheet restructuring and focused
management of problem assets, together with the anticipated
contribution of capital, we believe that BankAtlantic will meet
the higher requirements of Tier 1/Core capital ratio of 8% and
Total Risk-Based capital ratio of 14% at June 30, 2011."

BankAtlantic's and BankAtlantic Bancorp's second quarter 2011
financial results, including BankAtlantic's actual June 30, 2011
capital ratios, will be released in the normal course subsequent
to the end of the second quarter 2011.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                          *     *     *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BARBETTA LLC: Status Hearing on Monday; Plan Due Sept. 6
--------------------------------------------------------
Bankruptcy Judge J. Rich Leonard has directed Barbetta LLC to file
a plan and disclosure statement by Sept. 6, 2011.

The hearing on approval of the disclosure statement will be
combined with the hearing on confirmation of the plan.  The Court
said the Debtor may use Official Form B25A, "Plan of
Reorganization in Small Business Case Under Chapter 11," and
Official Form B25B, "Disclosure Statement in Small Business Case
Under Chapter 11."

Judge Leonard will hold a status hearing pursuant to 11 U.S.C.
Sec. 105(d)(1) on the case on June 27, at 10:30 a.m., by
conference telephone call.  Counsel for the Debtor and the
Bankruptcy Administrator will participate in the status
conference.

At the status conference, counsel for the Debtor must be prepared
to (1) describe the nature of the Debtor's business, (2) describe
the reasons for filing the petition, (3) describe the Debtor's
strategy for reorganization, (4) give an estimate of the
attorney's fees and other professional fees, (5) identify
anticipated significant events in the case, (6) discuss the need
for future status conferences, and (7) identify the court location
or locations most convenient for parties and counsel for
proceedings to be conducted.

Based in Selma, North Carolina, Barbetta, LLC -- formerly doing
business as Hester 1996 Family Limited Partnership, South Pollock
Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8,
LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy
counsel.  In its Schedules filed together with the petition, the
Debtor disclosed $24,889,321 in total assets and $12,855,596 in
total liabilities.  The petition was signed by Charles E. Hester,
member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BARBETTA LLC: Sec. 341 Creditors' Meeting Set for July 11
---------------------------------------------------------
The Bankruptcy Administrator will hold a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of
Barbetta LLC on July 11, 2011, at 10:00 a.m. at Raleigh 341
Meeting Room.

Proofs of Claim are due by Oct. 11, 2011.  Government Proof of
Claim are due by Dec. 5, 2011.

Based in Selma, North Carolina, Barbetta, LLC -- formerly doing
business as Hester 1996 Family Limited Partnership, South Pollock
Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8,
LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy
counsel.  In its Schedules filed together with the petition, the
Debtor disclosed $24,889,321 in total assets and $12,855,596 in
total liabilities.  The petition was signed by Charles E. Hester,
member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BCB MAX: Moody's Upgrades Corporate Family Rating to 'B3'
---------------------------------------------------------
Moody's Investors Service upgraded BCBG Max Azria Group, Inc.'s
Corporate Family Rating to B3 from Caa1. Concurrently, Moody's
affirmed the B2 rating on BCBG's first lien term loan and changed
the ratings outlook to stable. This rating action concludes
Moody's review (direction uncertain) initiated on May 9, 2011. The
stable outlook reflects Moody's expectation that 2011 consolidated
earnings will only decline modestly, with continued revenue growth
and margin improvements in the company's core retail and wholesale
divisions mostly offsetting the low-margin mass market revenue
decline.

On June 9, 2011, BCBG used proceeds from a new $230 million first
lien loan due 2015 to refinance its $89 (originally $200) million
first lien term loan due August 2011, reduce borrowings under the
company's ABL (unrated by Moody's) by $49 million, repay a $50
million bridge loan and $8 million in warrants owed to the second
lien lender, and cover related fees and expenses. At the same
time, BCBG amended and extended to 2016 its $229 million second
lien term loan held by affiliates of Guggenheim Partners.

RATINGS RATIONALE

The CFR upgrade to B3 from Caa1 reflects BCBG's adequate liquidity
profile characterized by an improved debt maturity schedule,
additional revolver availability and greater covenant cushion. The
B3 CFR further considers the value and market position of the BCBG
brands, operational improvements expected from the liquidation of
the underperforming Max Rave division, and positive revenue and
margin trends in BCBG's core retail and wholesale segments.
Nonetheless, Moody's expects continued consolidated revenue and
earnings declines in the near term as mass market volumes from a
material, expiring contract wind down.

The B3 rating is further constrained by year-end financial
leverage of 5.9 times, a relatively steep interest burden, the
ongoing vulnerability of the specialty apparel industry to
macroeconomic conditions impacting consumer spending, the
company's poor track record with executing acquisitions, and its
strong reliance on founder Max Azria. Additionally, the credit
agreement allows the borrowers and their domestic subsidiaries to
continue to fund non-guarantor foreign subsidiaries, although the
investment and loan baskets have been tightened from previous
levels.

Given the potential for a double-digit consolidated revenue
decline in 2011 due to the wind down of a large mass market
contract, a ratings upgrade is unlikely in the near term. While a
shift in focus away from mass market could prove beneficial to
BCBG's core business in the long run, the immediate impact on
earnings is negative. The ratings or outlook could be raised over
time if the company were to demonstrate prudence in acquisitions
and implement more conservative financial policies, such that
financial leverage (debt to EBITDA) could be sustained below 5.2
times and interest coverage (EBITA to interest expense) above 1.7
times, while maintaining an adequate liquidity profile. The rating
or outlook could be lowered if margins decline, revenue drops
greater than currently expected, or management makes debt-funded
acquisitions or other operational changes that cause liquidity to
deteriorate or financial leverage to approach 6.5 times.

Moody's upgraded these ratings of BCBG Max Azria Group, Inc.:

   -- Corporate Family Rating, upgraded to B3 from Caa1

   -- Probability of Default Rating, upgraded to B3 from Caa1

Moody's affirmed the following rating:

   -- $230 million first lien term loan due 2015, B2 (LGD3, 35%)

Moody's withdrew the following rating:

   -- $89 (originally $200) million senior secured term loan due
2011, previously rated B3 (LGD3, 37 %)

The principal methodology used in rating BCBG Max Azria Group was
the Global Retail Industry Methodology, published December 2006.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.


BERNARD L MADOFF: Keep Mets' Suit in Bankr. Court, SIPC Says
------------------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that the Securities
Investor Protection Corp. on Friday fought a motion from the
owners of the New York Mets to move a $1 billion lawsuit filed by
the trustee overseeing the liquidation of Bernie Madoff's firm to
a federal court.

Law360 says SIPC sided with Madoff trustee Irving Picard in
opposing the motion from Mets owners Fred Wilpon and Saul Katz,
who own the team through Sterling Equities Inc. and Sterling Mets
LP, to move the case out of bankruptcy court.

                         About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L MADOFF: Mets Owners Deny Shopping for Fraud Insurance
---------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the owners of the New
York Mets on Monday challenged claims by the trustee in the
Bernard L. Madoff bankruptcy that they searched for fraud
insurance to protect their investment with the disgraced financier
years before his massive Ponzi scheme was exposed.

                      About Bernard L. Madoff

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

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

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

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

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

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


BERRY PLASTICS: To Acquire Rexam SBC for $360 Million
-----------------------------------------------------
Berry Plastics Corporation entered into a definitive agreement to
acquire the Rexam specialty and beverage closures business.  Berry
will pay approximately $360 million for Rexam SBC and the
transaction is expected to close in the third quarter of 2011,
subject to customary closing conditions.

Rexam SBC is a leading manufacturer of injection and compression
molded plastic specialty and beverage closures, jars, and other
plastic packaging products for the food, beverage, industrial and
household chemical, automotive and beauty end markets.  Rexam SBC
has eight manufacturing facilities globally, including seven in
the U.S. and one in Brazil.  In addition, Rexam SBC has
manufacturing operations in Malaysia and Mexico through joint
venture agreements, and a research and development technical
center located in Perrysburg, Ohio.  Rexam SBC had 2010 annual net
sales of approximately $500 million and has 1,500 employees.

Dr. Jonathan Rich, Chairman and CEO of Berry Plastics Corporation
stated, "The acquisition of Rexam SBC demonstrates Berry's
continued commitment to growing our business through the addition
of packaging companies with excellent customers and great
products.  We are excited about the opportunities the Rexam SBC
business will bring to Berry's customers, employees and
investors."

Curt Begle, President of Berry's Rigid Closed Top Division,
stated, "This acquisition will complement Berry's broad product
offering of value added packaging and establishes Berry in markets
where we do not have a significant presence today.  We are
enthusiastic about acquiring the highly skilled and dedicated
workforce of Rexam SBC, along with its strategic footprint of
manufacturing operations throughout the world."

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities and $202
million in total stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BETHESDA HOME: Fitch Affirms 'BB+' Rating on Revenue Bonds
----------------------------------------------------------
As part of its ongoing surveillance efforts, Fitch Ratings has
affirmed the 'BB+' rating on these bonds issued on behalf of
Bethesda Home and Retirement Center:

   -- $2,365,000 Illinois Health Facilities Authority revenue
      bonds, series 1999A.

The Rating Outlook is Stable.

Rating Rationale:

   -- Bethesda's financial and operating profile has stabilized
      after two consecutive years of failing to meet its 1.1 times
      (x) coverage per bond documents.

   -- Improved operating performance has been driven by expense
      controls, a positive trend in occupancy, and stronger
      Medicare census.

   -- Liquidity remains a major credit strength, with days cash on
      hand (DCOH) of 285.6, a cushion ratio of 15.8x and cash to
      debt of 272.6% as of March 31, 2011.

   -- Bethesda's bonds mature in 2014.

Key Rating Drivers:

   -- Bethesda's operating improvement is sustained supported by a
      solid Medicare census.

Security:

Pledge of gross revenues and mortgage.

Credit Summary:

The rating affirmation reflects a stabilization in Bethesda's
operating profile coupled with the historical strength of
Bethesda's liquidity. The operating improvement has been driven by
expense control, as well as improved occupancy, especially in
Bethesda's Medicare census. After negative excess margins of 9.1%
and 10.7% in 2008 and 2009, respectively, operations improved
materially in 2010, with Bethesda finishing 2010 with only a
negative 2.2% excess margin. The excess margin is running slightly
positive in the three month interim period.

Since 2005, when it was 80%, occupancy had been declining at
Bethesda, falling to 61% at year end 2009. Occupancy has improved
to 69%, as of March 31, 2011. As important, Bethesda's efforts to
increase its short-term Medicare census--a key revenue driver for
Bethesda as Medicare provides for higher reimbursement relative to
Medicaid for short stays--finally gained traction as its Medicare
census improved to 35% in 2010 from 26% in 2009, and it remained
at 35% through the interim period. This improvement is reflected
in the growth in Bethesda's patient revenue, which declined from
2008 to 2009, but increased 16% to $6.7 million in 2010.

The operational improvement has stabilized debt service coverage.
In 2008 and 2009, Bethesda failed to make its 1.1x coverage
covenant as per its master trust indenture. Throughout 2009
Bethesda worked with a consultant on revenue initiatives, with a
focus on Medicare, and currently Bethesda is in compliance with
its bond covenants. In 2010, Bethesda covered its debt service
coverage 1.2x and coverage was a stronger 2x in the three month
interim. Bethesda has a fairly manageable debt burden as reflected
by maximum annual debt service comprising a reasonable 4.6% of
revenue as of March 31, 2011. Additionally, all of Bethesda's
bonds mature in 2014.

Liquidity continues to be a major credit strength, especially at
the current rating level. As of March 31, 2011, Bethesda had DCOH
of 285.6 days, a cushion ratio of 15.8x and cash to debt of
272.6%.

Last year Bethesda's board began a process of seeking an
affiliation partner. The initial process focused on local
organizations, but in the last six months Bethesda has expanded
this search to include potential affiliation partners on a
national level. Bethesda's management reports that progress has
been made and the field of possible affiliation partners reduced
to a few serious candidates. Fitch expects Bethesda to make
further progress within the next year in its affiliation search
and Fitch will continue to monitor the situation and take
additional rating action as is necessary. The current rating does
not take into account the effect of a potential affiliation.

Credit concerns include the need for Bethesda to maintain its
current operational improvement and the highly competitive service
area. While operations have improved, Bethesda's small revenue
base magnifies fluctuations in operating performance, placing
additional importance on Bethesda's ability to continue to manage
expenses and maintain, and grow, current levels of occupancy.
Bethesda's service area remains highly competitive with
approximately 15 long-term care facilities and over 2,000 beds
located within a five-mile radius of the facility, including a
number of hospitals in the area with their own rehabilitation
units. Bethesda has hired a new marketing person whose main focus
is working with area hospital discharge planners.

The Stable Outlook reflects Fitch's belief that Bethesda will be
able to maintain current levels of operating performance over the
next year further supported by its strong liquidity and the short
maturation of its current bonds.

Bethesda is a long-term care facility located in the Mont Clare
neighborhood of Chicago. Total revenue in 2010 was $6.7 million.
Bethesda is required to submit to the master trustee audited
financial statements within 120 days of each fiscal year
(including balance sheet, income statement, cash flow statement,
and a compliance certificate) and the first three quarterly
unaudited statements within 45 days after each fiscal quarter-end
(including balance sheet and income statement only). Fitch views
the disclosure requirements negatively since information is
required to be sent only to the trustee and not directly to
bondholders or the NRMSIRs. However, since 2009 Bethesda has
voluntarily held regularly scheduled conference calls for
bondholders, which includes disclosure of interim results. Fitch
views these investor calls positively.


BOWE BELL: Committee Seeks to Hire BDO Consulting as Advisers
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Bowe Bell + Howell Co.'s
official committee of unsecured creditors seeks to hire BDO
Consulting, a division of BDO USA, as financial advisers.  The
company filed its application on May 25 with the U.S. Bankruptcy
Court in Wilmington, Del.

                         About Bowe Bell

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

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

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

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

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


BOZEL SA: Can File Chapter 11 Reorganization Plan until August 1
----------------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York extended the period within which
Bozel S.A. and its debtor affiliates exclusively may file a
Chapter 11 plan and disclosure statement through August 1, 2011,
and the period within which they exclusively may solicit
acceptances of that plan through September 28, 2011.

As reported by the Troubled Company Reporter on April 1, 2011, in
an effort to reduce expense to the Debtors' estates by proposing a
single joint plan of reorganization, the Debtors seek to establish
uniform Exclusive Periods for Bozel S.A. and Bozel LLC.  The
Debtors also seek the extension of the Exclusive Periods to avoid
the necessity of having to propose a Chapter 11 plan prematurely,
and to ensure sufficient time after passage of the proposed
uniform claims bar dates to formulate a plan that best addresses
the interests of the Debtors' creditors and their estates.

Allen G. Kadish, Esq., at Greenberg Traurig, LLP, in New York,
insisted that despite an initial delay in the Debtors' Chapter 11
cases, the Debtors have made substantial progress in moving these
Chapter 11 cases forward:

  (i) Bozel has secured postpetition financing at below-market
      rates to ensure continuity of its operations while it was in
      bankruptcy;

(ii) solicited bids for Bozel's shares in Bozel Mineracao S.A. or
      Bozel Brazil and Bozel Europe S.A.S. or Bozel Europe, which
      required coordination and management of significant
      diligence requests across three continents and conducted the
      Auction; and

(iii) consummated the sale on Feb. 17, 2011, which resulted in
      Japan Metals & Chemicals Co., Ltd. purchasing significantly
      all of Bozel's assets for $30 million and the satisfaction
      of all amounts due pursuant to the DIP Order and of the only
      secured claims against the Debtors.

Since the Closing on February 17, 2011, the Debtors have been able
to shift their focus to other critical, but less time-sensitive,
post-closing issues which necessarily must be resolved in
order to formulate a plan of reorganization, Mr. Kadish said.
Given the unique and extraordinary circumstances of these Chapter
11 cases, a further extension of exclusivity is appropriate in
order for the Debtors to continue their progress, the focus of
which now shifts to gathering information about the creditor
bodies of the Debtors across multiple countries on at least three
continents, he pointed out.

Mr. Kadish also told the Court that the allowed secured claims of
the only two known secured creditors have been paid in full, and
the thrust of the Debtors' efforts in this post-Closing phase of
the case is to identify and provide notice of a uniform Bar Date
to creditors so that proofs of claim can be filed, analyzed, and
evaluated in order to formulate a joint plan.

                       About Bozel S.A.

Bozel S.A. is a mineral mining company based in Luxembourg.  Bozel
S.A. sought bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-11802) on April 6,
2010.  William F. Savino, Esq., Daniel F. Brown, Esq., and Beth
Ann Bivona, Esq., at Damon Morey LLP in Buffalo, N.Y., represent
the Debtor, and BDO Consulting serves as the Debtor's financial
advisor.  Allen G. Kadish, Esq. -- kadisha@gtlaw.com -- Kaitlin R.
Walsh, Esq. -- walshkr@gtlaw.com -- and Mark D. Bloom, Esq. --
bloomm@gtlaw.com -- at Greenberg Traurig, LLP, represent the
Liquidator.  In its schedules of assets and liabilities, Bozel
S.A. reported total assets of US$41,134,010 and US$47,365,036 in
total liabilities.

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

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


BROOKFIELD OFFICE: S&P Affirms 'BB+/P-3' Preferred Stock Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Brookfield Office Properties Inc. and Brookfield Office Properties
Canada (BOX) to stable from negative. "We continue to analytically
view these two related companies as one entity because Brookfield
retains an 83% ownership interest in BOX. At the same time, we
affirmed our 'BBB' corporate credit and our 'BB+/P-3 High'
preferred stock ratings on the two companies," S&P said.

"The outlook revision reflects our view that operating conditions
for most of Brookfield's office markets are strengthening and that
recent high leasing volume and further modest deleveraging will
contribute to a gradual improvement in the company's debt coverage
measures over the next two years," said credit analyst Elizabeth
Campbell. "Our ratings on Brookfield reflect its strong business
risk profile due to its high-quality office portfolio, which
is characterized by in-place rents that are below current market
rents. The portfolio also benefits from long-term leases to good-
quality tenants."

The company's high quality office portfolio has retained strong
occupancy levels due to its concentrations in better performing
high-barrier to entry markets. "We have tolerance for the recent
dip in Brookfield's fixed-charge coverage because we acknowledge
the cash flow stability benefit that the company's recently
acquired, lower-yielding but high-quality Australian office
portfolio should provide. Fixed-charge coverage measures are low;
however, we believe that they are on a slow, steady path toward a
more appropriate 2x area over the next two years."


BUFFETS INC: Moody's Downgrades CFR to Caa2; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Buffets, Inc. debt ratings,
including its Corporate Family and Probability of Default Ratings
to Caa2 from Caa1, and the senior secured credit facility rating
to Caa1 from B3. The ratings outlook remains negative.

Ratings downgraded:

-- Corporate Family Rating to Caa2 from Caa1

-- Probability of Default Rating to Caa2 from Caa1

-- Senior secured 1st lien term loan to Caa1 (LGD3, 39%) from B3
   (LGD3, 35%)

RATINGS RATIONALE

The downgrade and negative outlook reflect Buffets' weaker than
expected operating performance and credit metrics, as well as its
deteriorating liquidity position. Weak economic conditions
continue to pressure the company's target customer, driving
negative guest traffic and same store sales at most of Buffets'
restaurant concepts. As a result of earnings declines, the
company's debt/EBITDA continues to increase, and EBITA/Interest
remains well below 1.0 time. As a result, covenant compliance has
become more tenuous, especially when considering contractual
tightening set to occur over the next several quarters. In
addition, Buffets' free cash flow has turned negative over the
past twelve months, largely due to timing of certain payments on
top of capital spending related to its reconcepting initiative.
This has led to a significant decline in cash balances, which is
the company's only source of liquidity as it does not have a
committed revolving credit facility.

Buffets' ratings could be downgraded if operating performance or
liquidity continue to deteriorate, leading to an increased
probability of default.

Given the negative outlook, upward ratings pressure is unlikely
over the near term. Over the longer term, a higher rating would
require Buffets to improve liquidity by increasing cushion under
its financial covenants and improving free cash flow and cash
balances, while demonstrating improvement in operating
performance, same store sales and debt protection metrics.

The principal methodologies used in this rating were Moody's
Global Restaurant Industry Methodology published in June 2008 and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Buffets, Inc. owns, operates, and franchises buffet style family
restaurants. Annual revenues are approximately $1.2 billion.


CAPITAL POWER: S&P Puts BB Global Scale Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' long-term
corporate credit ratings on Capital Power Income L.P. and CPI
Preferred Equity Ltd. on CreditWatch with negative implications.
"At the same time, we placed our 'BBB' issue-level ratings on
CPI's and Curtis Palmer LLC's senior unsecured debt, and our 'BB'
global scale and 'P-3(High)' Canada scale ratings on CPIPE's
preferred shares on CreditWatch with negative implications," S&P
said.

These rating actions follow the June 20, 2011, joint announcement
by CPI and Atlantic Power Corp. (ATP, not rated) of an agreement
for ATP to acquire CPI, subject to a favorable vote by CPI's
unitholders and ATP's shareholders and the necessary regulatory
approval. S&P expects the transaction to be completed in fourth-
quarter 2011.

"We believe that the acquisition of CPI's assets by ATP could
possibly result in a weaker business risk profile", said Standard
& Poor's credit analyst Greg Pau. "In our view, resource
concentration of the combined entity, given that the majority of
EBITDA in both CPI and ATP is generated by gas-fired plants;
higher power purchase agreement counterparty credit risk; and
recontracting risks in ATP's portfolio compared with CPI's could
potentially more than offset the benefit of an enlarged and more
diversified portfolio of the combined entity," Mr. Pau added. In
addition, the presence of sizable project-level debt in some of
ATP's generation projects could increase variability of cash flow
from these projects to support corporate level debt servicing.

"The ratings on Edmonton, Alta.-based CPI reflect what we view as
the company's relatively stable revenue and cost profile, which a
diversified portfolio of generation assets, long-term contracts
for most production, and predominantly investment-grade
counterparties all support. Notwithstanding long-term contracts,
we believe that operating issues, fluctuating hydrology, input
availability, and price fluctuations could affect the
partnership's operating margins. We also believe that CPI's
limited market position in each of the geographic regions
partially offsets the benefit of geographic diversification," S&P
said.

CPI's 1,400-megawatt, 20-plant portfolio is diversified across
several offtakers, jurisdictions, generating technologies, and
fuel sources. The assets are geographically dispersed in Canada
and the U.S., and are relatively small participants in the
regional electricity markets in which they operate. Typically, the
portfolio fuel mix, weighted by EBITDA in 2010, is approximately
59% natural gas, 23% hydroelectric, and 17% wood waste and
other. Geographically, CPI generated 45% of 2010 EBITDA from its
Canadian and 55% from its U.S. facilities. Capital Power Corp.
(CPC; BBB/Stable/--) holds 29.2% equity interests in CPI and the
agreement reflects the conclusion of its strategic alternative
review on CPI since October 2010.

Standard & Poor's will resolve the CreditWatch upon closing of the
transaction, if it progresses according to plan, and after
obtaining greater clarity and details on the combined entity's
capital structure, business strategy, and financial policies. "In
resolving the CreditWatch, we would review the impact of the
acquisition on the combined entity's financial risk profile upon
assessing its initial post-transaction capital and corporate
structures and cash flow coverage measures, as well as future
financial risk appetite. In this case, we could resolve the
CreditWatch in fourth-quarter 2011. Delays in the transaction
would likely result in similar delays in our CreditWatch
resolution. If the transaction falls through, we would review
CPI's next strategic steps and assess the rating impact. If we are
not able to resolve the CreditWatch within the next 90 days, we
will provide an update at that time," S&P said.


CAR WASH: Can Hire Martin Thomas to Handle Reorganization Case
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for
the Eastern District of Texas authorized Car Wash Resources, L.P.,
to employ Martin Thomas as counsel.

As counsel, Mr. Thomas is:

   -- assisting the Debtor in the formulation of a disclosure
      statement and plan of reorganization and in obtaining
      confirmation and consummation of a plan of reorganization;

   -- assisting the Debtor in preserving and protecting the
      Debtor's estate;

   -- investigating and prosecuting preference, fraudulent
      transfer and other actions arising under the Debtor's
      avoiding powers.

Mr. Thomas' hourly rate is $400.  To date, Mr. Thomas has received
no payment for Debtor for this case or otherwise, however, he did
receive a retainer $12,500 which he is holding in trust.

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

Mr. Thomas can be reached at:

         Martin K. Thomas, Esq.
         P.O. Box 36528
         Dallas, TX 75235
         Tel: (214) 951-9466
         Fax: (214) 951-9007

Dallas, Texas-based Car Wash Resources, L.P., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Texas, Case No. 11-40623) on
Feb. 28, 2011.  James Bo Brown, Esq., of JBB Law Group, in
Bedford, Texas, serves as the Debtor's bankruptcy counsel.  The
Company disclosed $4,847,900 in assets and $5,699,500 in
liabilities as of the Chapter 11 filing.


CARDTRONICS INC: S&P Places 'BB-' CCR on Watch Developing
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Houston-based Cardtronics Inc. on CreditWatch
with positive implications.

"We also placed the 'BB-' issue-level rating on the company's
senior subordinated debt on CreditWatch, but with developing
implications, which means we may raise or lower the rating," S&P
said.

"The action reflects the uncertain impact on the issue-level
rating due to several factors," explained Standard & Poor's credit
analyst Alfred Bonfantini, "including the potential raising of the
corporate credit rating and the possible impact of the newly
acquired assets and additional debt in the capital structure on
the recovery rating."

The CreditWatch listing follows the announced acquisition of the
ATM business of unrated Walnut Creek, Calif.-based EDC, for a net
purchase price of $145 million. EDC is the second-largest U.S.
independent ATM owner and operator, with an ATM fleet of
approximately 3,700 across 47 states. To finance the transaction,
Cardtronics will exercise the accordion feature under its
existing unrated revolving credit agreement to increase total
revolver commitments to $220 million, and will draw down the
revolver to complete the acquisition. Total revolver outstandings
at the close of the acquisition are likely to be about $180
million.

Despite EDC's modest revenue and EBITDA base, the combination
strengthens Cardtronics' position as the largest non-bank ATM
owner by providing a moderate increase in scale and transaction
volume, and additional bank branding relationships and
opportunities. Pro forma revenues will grow to about $600 million
(from about $542 million for the trailing-12-month period),
and its overall U.S. ATM market share will rise to about 7.5%.

"While this transaction will increase pro forma debt to EBITDA
from about 2x in March 2011 (including our adjustments for
operating leases)," added Mr. Bonfantini, "we do not believe that
leverage will rise above 3x, even when excluding any anticipated
synergies." We feel that even at this pro forma leverage level,
Cardtronics may be able to support a 'BB' rating while pursuing
its longer term growth and shareholder return strategies. In
addition, its solid free cash flow can be used to repay debt.

"An upgrade is likely if the company's growth strategy allows it
to maintain total debt to EBITDA at less than 3x over the
intermediate term, including debt incurred for opportunistic
acquisitions," said Mr. Bonfantini.

"We will meet with management to review Cardtronics' integration
plan and business and financial strategies, as well as assess the
sustainability of its current operating trends, prior to resolving
the CreditWatch listing," S&P said.


CARL'S FURNITURE: Aims to Emerge From Bankruptcy Next Year
----------------------------------------------------------
Clint Engel at Furniture Today reports that Carl's Furniture said
it intends to emerge from bankruptcy by the fall of 2012 with
three stores.

In a statement, Carls said its goal is to restructure "to assure
its successful continuing operations."  Two members of the
retailer's board of directors, Myron Baker and Robert Dragin, said
the seven-store chain will close unprofitable stores in the next
60 to 90 days and "obtain reduced rent on the continuing stores."

According to the report, two of Carl's seven furniture stores in
South Florida -- in Boca Raton and Kendall -- have been in the
process of liquidating and the locations will be taken over by
Havertys and Baer's, respectively.

In the filing, Carl's disclosed assets of $6.1 million and debts
of $9.1 million.  A dozen industry-related companies are listed
among its 20 largest unsecured creditors and are owed $2.4
million, led by Klaussner with two claims listed, one for $366,683
and another listed for JDI Klaussner for $218,902.

Carl's Furniture, Inc., filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 11-24203) on May 24, 2011.  Robert C. Furr, Esq., at
Furr & Cohen, in Boca Raton, Florida, serves as counsel to the
Debtor.  Carl's disclosed $6,145,947 in assets and $9,147,163 in
liabilities.  Four affiliates also sought Chapter 11 protection.
The Debtors have $1 million of debtor-in-possession financing from
the existing owners.


CARLISLE APARTMENTS: Seeks Approval of Compass Bank Settlement
--------------------------------------------------------------
The Carlisle Apartments, L.P., seeks approval of a settlement
agreement between the Debtor, RECAP Investments XI - Fund A, L.P.,
and RECAP Investments XI - Fund B, L.P., on the one hand, and
Compass Bank, on the other hand.

The Settlement between Debtor, RECAP and the Bank provides the
means by which Debtor can extinguish all obligations between
Debtor and the Bank, including its Note and concomitant swap
obligation owing from Debtor to the Bank, at a discount of 10%,
which provides Debtor with significant savings.  In order to
consummate the settlement, the Debtor has obtained a term sheet
for exit financing from NXT, such that Debtor's new lender will be
NXT, and NXT will then hold a first priority deed of trust on the
Project.  All obligations by and between Debtor, RECAP and the
Bank will be deemed satisfied.

The Debtor believes that the Settlement represents a significant
step toward bringing this Case to a prompt conclusion and that it
exercised its prudent business judgment by entering into the
Settlement to satisfy Debtor's obligations to the Bank for a
discounted amount of approximately l0%.  The Settlement is a fair
and equitable resolution of the Parties' relationship and is in
the best interests of the Parties, Debtor's estate and its
creditors.

In summary, the Parties have agreed to the following Settlement
Terms:

     a. Transaction Price and Contingencies - The Bank will
        extinguish all of the Debtor's Obligations for
        $30 million.  The Debtor will also pay a pre-petition swap
        obligation owed to the Bank at closing in the amount of
        $26,382.

     b. Releases - At the closing of the Transaction, Debtor and
        RECAP, and the Bank will exchange mutual releases
        releasing one another from any and all liabilities in
        respect of Debtor, including a release of the guarantee
        obligations of RECAP.

     c. Deposit - RECAP and the Bank will enter into a Deposit
        Agreement, upon execution of which RECAP will provide to
        the Bank a $2 million non-refundable deposit, which is
        intended to be outside of the jurisdiction of the
        Bankruptcy Court as it is being provided by a non-debtor
        entity and not from Debtor's estate.

     d. Plan of Reorganization - If the Transaction has not been
        consummated on or before Aug. 7, the Debtor will file a
        plan of reorganization and accompanying disclosure
        statement containing the terms as may be mutually agreed
        between the Bank and Debtor.  The Bank agrees to support
        confirmation of the Plan for a period of 75 days from the
        date of the filing of the Plan.

     e. Extensions of the Closing Date - If the Transaction has
        not been consummated within 45 days, the deadline will be
        extended for two weeks, provided that RECAP will provide
        to the Bank an additional non-refundable deposit of
        $250,000.  The Bank may grant additional one week
        extensions, and for each extension, the Transaction Price
        will increase $100,000.

     f. Expenses - If the Transaction is consummated, Debtor and
        RECAP will reimburse the Bank for its reasonable expenses,
        including attorney fees, related solely to the
        Transaction, up to a maximum amount of $75,000.

                     About Carlisle Apartments

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


CARLISLE APARTMENTS: Seeks OK of $28.5 Million NXT Exit Financing
-----------------------------------------------------------------
The Carlisle Apartments, L.P., asks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
$28,500,000 in post-petition financing from NXT Capital LLC in
order to consummate the settlement agreement with Compass Bank and
authorizing the consensual use of cash collateral.  The Debtors
also want grant to NXT a first priority deed of trust on Debtor's
property known as Phillips University Center, a 372-unit, garden
style apartment complex in Charlotte, N.C.

The salient terms of the settlement agreement are:

     a. Security: The Loan, Exit Fee and all other amounts due to
        the Lender under the Loan Documents will be secured by a
        perfected first lien on the Property, all leases and
        rents, personal property, fixtures, accounts, inventory,
        receivables, machinery, equipment and proceeds, contract
        rights, licenses and permits, and a pledge of all escrow
        and reserve accounts.

     b. Loan Fee: The Loan Fee is 1.25% of the Loan Amount.

     c. Term: The term is 3 years, with one 12-month extension
        option available.

     d. Interest Rate: A rate equal to a floating rate per annum
        equal to the aggregate of 4.00% plus the Base Rate, but in
        no event will the Interest Rate be lower than 6.75%;
        provided, that so long as Borrower remains in bankruptcy,
        the Interest Rate will be 7.50%.


     e. Prepayment: The loan is prepayable at any time, subject to
        NXT having received a minimum of 12 months' interest.

     f. Exit Fee: The Exit Fee is due upon repayment in whole of
        the Loan, whether at maturity, upon prepayment, upon
        acceleration or otherwise.  During the first 48 months,
        the Exit Fee due is equal to the sum of (a) $427,500 or
        1.5% of the total Loan Amount and (b) any positive
        difference between $1,923,750 and interest actually paid
        to Lender.  If it takes Debtor longer than 150 days from
        the Closing Date to exit bankruptcy, another additional
        $142,500 is added to the Exit Fee.

The Debtor, RECAP, and NXT have engaged in good faith, extensive,
arm's-length negotiations with respect to the terms and provisions
of the proposed Financing.

The Financing will provide Debtor with the necessary funds to
consummate the Transaction and be released from the Obligations,
at a significant discount. The Financing is also beneficial to
Debtor, and in Debtor's best interest, because the proposed
interest rate is a market rate of interest, and it is up to a
4-year loan, which  provides the Property an opportunity to
stabilize and for the real estate market to turn around so that,
ultimately, the full potential of the Property can be achieved.
The Property has only been fully rented for two months, and Debtor
has been unable to obtain any other offer for 4-year financing
under these circumstances.  The existing lender would not
voluntarily restructure its existing debt into a four year loan.

                     About Carlisle Apartments

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


CATHOLIC CHURCH: Milwaukee Opposes Creditors' Deposition Request
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Archdiocese of Milwaukee
is opposing a bid from unsecured creditors to depose elderly
witnesses, including priests the creditors say committed sexual
abuse or helped to cover up abuse.

                  About the Diocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CC MEDIA: David Abrams Owns 19.9% of Class A Common Stock
---------------------------------------------------------
In an amended Schedule 3G filing with the U.S. Securities and
Exchange Commission, David Abrams and his affiliates disclosed
that they beneficially own 4,689,365 shares of Class A common
stock of CC Media Holdings, Inc., representing 19.9% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/qPCeQL

                  About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company's balance sheet at March 31, 2011, showed $16.94
billion in total assets, $24.22 billion in total liabilities and a
$7.28 billion total 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.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it '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.


CLEVELAND REAL ESTATE: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Cleveland Real Estate Partnership
        P.O. Box 29
        Auburn, AL 36831

Bankruptcy Case No.: 11-31538

Chapter 11 Petition Date: June 20, 2011

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

Judge: Dwight H. Williams Jr.

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb11-31538.pdf

The petition was signed by Jim W. Cleveland, III, general partner.


CLS RENTAL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CLS Rental Properties, LLC
          fdba CLS Investment Properties, Inc.
        P.O. Box 325
        Madison, TN 37116

Bankruptcy Case No.: 11-06110

Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $2,420,360

Scheduled Debts: $1,949,000

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

The petition was signed by Clarence Summey, Jr., president.


CLASSICSTAR LLC: Court Won't Reverse Despite "New Evidence"
-----------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., denied Neil Baker's Motion
to Vacate a judgment entered against him and in favor the Chapter
7 Trustee for ClassicStar, LLC.  Mr. Baker argues that despite
having filed a Notice of Appeal of the Memorandum Opinion and
Order of Judgment entered March 14, 2011, and the Order awarding
post-judgment interest entered April 22, 2011, the Court has
jurisdiction to vacate the judgment based on "new evidence"
allegedly discovered following trial and entry of the Court's
judgment.  Mr. Baker argues that this "newly discovered" evidence
demonstrates that the judgment entered is based on erroneous facts
and should therefore be vacated pursuant to (1) F.R.B.P. Rule
60(b)(1) on grounds of "mistake, inadvertence, surprise or
excusable neglect;" (2) Rule 60(b)(2) as "newly discovered
evidence;" (3) Rule 60(b)(3) as "fraud (whether previously called
intrinsic or extrinsic), misrepresentation, or misconduct by an
opposing party;" or (4) Rule 60(b)(6) to avoid manifest injustice
or inequity.

The Chapter 7 Trustee filed a Complaint against Baker on Sept. 14,
2009, alleging a Dec. 8, 2005 transfer made by ClassicStar to Key
Bank, N.A., is recoverable by the Chapter 7 Trustee from Mr. Baker
as a fraudulent transfer pursuant to 11 U.S.C. Sections 548 and
550. The Chapter 7 Trustee's position is that the transfer made by
the Debtor to Key Bank was for payment of Mr. Baker's loan with
Key Bank -- used to finance Mr. Baker's acquisition of his
interest in the Debtor's Mare Lease Program -- and the Debtor
received no consideration for the payment.  Mr. Baker denied the
Chapter 7 Trustee's allegations and defended on the grounds that
the Debtor did receive reasonably equivalent value for the payoff
of his Key Bank Loan.

The case is James D. Lyon, Chapter 7 Trustee of ClassicStar, LLC,
v. Neil Baker, Adv. Proc. No. 09-5155 (Bankr. E.D. Ky.).

A copy of Judge Scott's June 18, 2011 Memorandum Opinion is
available at http://is.gd/kDYku4from Leagle.com.

                       About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection (Bankr. E.D. Ky. Case
No.07-51786) on Sept. 14, 2007.  Attorneys at Henry Watz Gardner
Sellars & Gardner, PLLC, represented the Debtor while attorneys at
Stites & Harbison, PLLC, represented the Creditors Committee.

In its petition, the Debtor said assets totaled $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.

On April 14, 2008, the Court converted the case to a Chapter 7
liquidation, at the behest of the U.S. Trustee.  James D. Lyon was
appointed to serve as Chapter 7 Trustee.


CLINTONDALE COMMUNITY: Moody's Cuts Rating on $6.3MM Debt to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating to Ba3 from
Ba2 on Clintondale Community Schools' $6.2 million of outstanding
Moody's rated general obligation unlimited tax debt. The negative
outlook has been removed.

SUMMARY RATING RATIONALE

The bonds are secured by the district's general obligation
unlimited tax pledge. The Ba3 rating reflects the district's
consecutive years of operating deficits with negative General Fund
balances, limited revenue raising flexibility and recent
reductions in state per pupil funding, stressed financial
operations that are reliant on one-time revenues and that are
expected to remained structurally imbalance, weak economy with
declining taxable valuations and population, and high debt burden.

STRENGTHS

- Currently stable enrollment due to net positive open enrollment
  which favorably impacts state aid disbursement

- State's constitutional obligation to pay debt service of bonds
  qualified for the School Bond Qualification and Loan Program

CHALLENGES

- Continued structurally imbalance operations; limited revenue
  raising flexibility and reliance on one-time revenues

- Recent reduction in state per pupil funding placing further
  stress on financial operations

- Reliance on cash flow borrowing for operations; extremely
  limited liquidity

- Declining tax base and population which may lead to enrollment
  declines in the long-term

DETAILED CREDIT DISCUSSION

CONSECUTIVE YEARS OF OPERATING DEFICITS AND NEGATIVE GENERAL FUND
BALANCE

The district's financial position will likely remain challenged in
the near to medium term due to consecutive years of operating
deficits, pressured revenues streams, and expected growing General
Fund deficit. The district has posted consecutive years of
operating deficits since fiscal 2004 mostly due to expenditures
outpacing revenue growth. As a result, the district's General Fund
declined from a modest $447,000 (1.3% of revenues) in fiscal 2004
to a negative $5.5 million (-17% of revenues) at the close of
fiscal 2010. Per state law, the district submitted a Deficit
Elimination Plan (DEP) in February 2009 to the state, with a goal
of eliminating the deficit by fiscal 2013. However, as the
district continued to experience revenue shortfalls, the operating
deficits have been greater than projected. For fiscal 2010, the
district budgeted for a $500,000 operating surplus, however ended
the year with an operating deficit of $307,000 due to lower
revenues including interest, grants, program fees and state aid.
For fiscal 2011, officials projected a $1.6 million operating
surplus. However, year-to-date, the district has only received
half of the grant revenues that were expected. As a result,
officials are projecting a nearly $800,000 shortfall, and estimate
a fiscal 2011 year-end deficit General Fund balance of a negative
$4.8 million or approximately a negative 15% of fiscal 2010
revenues. Due to continued operating shortfalls and the
unlikelihood of eliminating the deficit by fiscal 2013, officials
submitted a revised DEP to the state. The recently updated DEP
shows the district in a negative General Fund balance position
through fiscal 2015 and finally positive by fiscal 2016. This DEP
does assume a 2% increase in revenues (including state aid) and
essentially flat growth in expenditures. Moody's expects the
district's operations will remain pressured and may not meet its
objective of eliminating sizable accumulated deficits in the near
term especially given recent reductions in state per pupil
funding.

Reflective of the district's fiscal stress, the district's
liquidity has been declining with increasing reliance on cash flow
borrowing for operations. As the General Fund deficit has been
growing, the district has increased its amount of cash flow
borrowing from the state. The district's cash flow borrowing
nearly doubled from $5.6 million in fiscal 2007 to $9.75 million
in fiscal 2010. Cash flow borrowing comprised a significant 30.1%
of revenues in fiscal 2010, further signifying the district's weak
financial flexibility. Officials expect to borrow approximately $9
million for fiscal 2011. Such limited liquidity leaves the
district with inadequate financial measures to absorb any
unforeseen budgetary expenditures.

RECENT REDUCTION IN STATE PER PUPIL FUNDING PLACES FURTHER
PRESSURE ON OPERATIONS

Typical of Michigan school districts, state aid comprises the
majority of the district's general operating revenues (79.2% in
fiscal 2010), followed by local property taxes (9.8%). As state
aid is per pupil based, declining enrollment or a decrease in the
per pupil foundation allowance pressures the district's revenues.
Recently, the State of Michigan announced a significant cut of
$470 per pupil for fiscal 2012 and 2013. For fiscal 2012,
management is currently working on a draft budget to incorporate
the reductions in state aid revenue which were not included in the
recently amended DEP. The district expects to lose approximately
$800,000 in state aid as a result of the $470 reduction in per
pupil funding. Management has preliminarily identified
approximately $900,000 in expenditure reductions which will be
achieved mostly by layoffs. With these changes, management expects
that financial operations will remain in alignment with the new
DEP.

The district's enrollment has recently improved (1.45% average
annual increase between 2006 and 2010) mostly due to increased
enrollment in the adult and alternative education programs.
Despite a few years of increases, the district's enrollment
declined by a significant 4.5% in 2011 due to the elimination of a
summer school program and scaling down of the adult education
program. Declining enrollment levels and continuing reductions in
state aid may put further pressure on the district's finances as
the district's revenue raising flexibility is limited. Moody's
will continue to monitor the district's General Fund position.
Failure to regain structural balance and eliminate the substantial
General Fund deficit could exert future downward pressure on the
district's overall credit profile.

DECLINING TAX BASE IN SOUTHEASTERN MICHIGAN IN MACOMB COUNTY

The district's modest $780 million tax base is expected to
continue to decline in the near term reflecting the regional
contraction of the automotive industry and depreciation of
residential and commercial values. Located in Macomb County (GO
rated Aaa) northeast of Detroit (GO rated Ba3/ negative outlook)
the district's taxable and full valuations began declining in
2008. The district's full valuation has been declining at average
annual rate of negative 3.7% between 2006 and 2010. Although
officials report stable operations at the district's local largest
taxpayers and employers, of greater concern is the significant
automotive industry presence in the regional economy, especially
throughout Macomb County. Although the domestic automotive
manufacturing sector has shown modest signs of stabilization, the
district continues to lose population and may be adversely
impacted by future declining enrollment. Macomb County's April
2011 unemployment level of 11.1% though improved compared to 2010
(15.1%), remains higher than the state and national averages of
10.1% and 8.7%, respectively for the same time period. District
resident income levels approximate state medians with per capita
and median family incomes at 99.9% and 103.8% of the state,
respectively.

HIGH DEBT BURDEN WITH NO ADDITIONAL BORROWING PLANNED

The district's debt levels will likely remain high given the
district's declining full valuations. The district's direct debt
burden of 9.0% is significantly higher than the median debt burden
for Moody's rated Michigan school districts of 2.0%. The district
has a total outstanding $40.3 million general obligation bonds and
$28.2 million borrowed from the State's School Bond Loan Fund.
Moody's currently has a rating on $19.2 million of outstanding
GOULT debt. Principal amortization is rapid, with 79.9% of all
debt retired in ten years. The district reports no major capital
needs and has no plans to issue debt in the near-term.

WHAT COULD CHANGE THE RATING UP:

- Material operating surpluses, achieved through structurally
  balanced financial solutions that will carry forward to future
  budgets.

- Successful implementation and realization of updated Deficit
  Elimination Plan in timely manner

WHAT COULD CHANGE THE RATING DOWN:

- Continued operating shortfalls resulting from negative budget
  variances yielding larger deficits in the General Fund.

- Further economic deterioration, and reductions in state aid
  resulting in continued declining revenues and increasing
  pressure on district operations.

KEY STATISTICS

2000 Census population: 10,741 (-3.3% from 1990)

2010 Full valuation: $780 million (-3.7% average annual decline
from 2006)

2010 Full value per capita: $72,590

Macomb County unemployment (April 2011): 11.1%

District per capita income as % of US: 99.9%

District median family income as % of US: 103.8%

Average annual enrollment (2006 - 2010): +1.4%

Fiscal 2010 General Fund balance: -$5.5 million (-17% of General
Fund revenues)

Direct debt burden: 9.0%

Principal payout (10 years): 79.9%

Total general obligation unlimited tax debt outstanding: $40.3
million

Moody's rated general obligation unlimited tax debt outstanding:
$6.2 million

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


COMPTON PETROLEUM: Files Form 6-K; Posts $3.46MM Earnings in Q1
---------------------------------------------------------------
Compton Petroleum Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 6-K reporting net
earnings of $3.46 million on $35.65 million of revenue for the
three months ended March 31, 2011, compared with net earnings of
$25.46 million on $60.78 million of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$790.49 million in total assets, $600.27 million in total
liabilities and $190.21 million in total equity.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/XWpZuz

                      About Compton Petroleum

Compton Petroleum Corporation is an exploration and production
company.  The Company explores for, develops, and produces oil and
gas in western Canada.  Compton's interests include the areas of
Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in
Alberta, Canada.

                          *     *     *

Moody's Investors Service has withdrawn Compton Petroleum's
ratings following the repayment of its rated debt.  Ratings
withdrawn include the 'Caa1' Corporate Family Rating and
Probability of Default Rating, and the 'Caa2' senior unsecured
notes rating.

As reported by the Troubled Company Reporter on Dec. 1, 2010,
Standard & Poor's Ratings Services withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.  S&P
withdrew the ratings at the Company's request.

This concludes the Troubled Company Reporter's coverage of Compton
Petroleum until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


COPPER KING: SEC Sues Officers For Misleading Investors
-------------------------------------------------------
The Associated Press reports that federal regulators have sued
Copper King Mining Corporation, and its former president Mark
Dotson and stock promoter Wilford Blum, contending they misled
thousands of investors with false and misleading claims about
copper deposits and revenue projections.

According to the report, the Securities and Exchange Commission's
civil lawsuit alleges the Company, and Messrs. Dotson and Blum
violated federal securities laws over the sale of millions of
dollars of unregistered company shares.

The AP says the complaint, filed in U.S. District Court for Utah,
claims Copper King issued fraudulent statements and news releases,
sold unregistered securities and prepared false stock tradability
opinion letters.  The SEC further alleges Dotson knew his claims
about the prospects of his company's mining property near Milford
in Beaver County were false and misleading, the Salt Lake Tribune
and Deseret News of Salt Lake City reported.

Among other things, the SEC claims Dotson stated that the value
of copper and silver extracted from the mine would exceed $1.2
billion within five years and that revenues would reach $103
million annually, relates the Company.

The report says the SEC suit claims Blum raised $12.3 million
selling unregistered shares of the stock from 2008 to 2010.  Of
that amount, Blum and his company, Alexander Lindale LLC, turned
over $9 million to Copper King and kept $3.2 million, according to
the SEC.

In its complaint, the SEC is asking the court to order Mr. Blum to
forfeit all ill-gotten gains. It also is asking the court to bar
Copper King, Messrs. Dotson and Blum from violating securities
laws and from taking part in any penny stock offering in the
future.

                        About Copper King

Milford, Utah-based Copper King Mining Corporation, aka Western
Utah Copper Company, filed for Chapter 11 bankruptcy protection on
May 18, 2010 (Bankr. D. Nev. Case No. 10-51912).  The Company
estimated assets and debts at $100 million to $500 million in its
Chapter 11 petition.

The Company's affiliate, Western Utah Copper Company, filed a
separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on
May 18, 2010.  The Company estimated assets at $50 million to
$100 million in assets and $500 million to $1 billion in debts.

McGuireWoods LLP serves as counsel to the Official Committee of
Unsecured Creditors.


CORNER DEVELOPMENT: Court Rejects Bank's Foreclosure Bid
--------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied motions to modify the
automatic stay filed by Mountain West Bank in the bankruptcy cases
of Eric Warren Hefty and Cheryl Rae Hefty; and The Corner
Development LLC.

MWB filed its motions for relief from the stay in both cases on
April 8, 2011.  In the motion for relief filed in the Heftys'
Chapter 11 case, MWB seeks relief to foreclose on its deeds of
trust on the University Condos, and the 6 Osprey Heights lots.  In
the TCD case, MWB seeks to foreclose on the Corner Condos Units
202, 204 and 302 and the commercial condo.  MWB argues that the
"cause" for relief is lack of adequate protection because the
Debtors have made no post-petition payments, the Debtors are
unable to sell its security, and the Debtors have no equity in the
property and are unable to propose a successful reorganization.
MWB also cited the Debtors' unauthorized use of rents which were
assigned to MWB pursuant to prepetition loan agreements.

Mr. Hefty's development projects include condominiums located in
Missoula, and a subdivision 5 miles from Missoula on a hillside
along the Clark Fork River known as Osprey Heights.  The Heftys
lived in a house which they built on Lot 1 of Osprey Heights,
until they moved into the University Condos.  Osprey Heights sits
in the middle of 1,900 acres of open space that is protected by
conservation easements or parks.

The condo development undertaken by TCD is known as the "Corner
Condos" consisting of residential condos and a ground floor
commercial condo at 901 S. Higgins in Missoula.  A second condo
development by the Heftys is known as the "University Condos"
located at 400-418 Roosevelt St. in Missoula, which is adjacent to
the Corner Condos.

In October 2006, TCD borrowed $2,270,882.52 from MWB.  The Heftys
signed a promissory note on behalf of TCD for the principal loan.
In December 2008, the Heftys borrowed $966,601 from MWB.

The Heftys admitted using rents derived from rental payment
received from the tenants of the University Condos.  The Debtors
have not filed a motion to use cash collateral, and the Court has
not granted the Debtors leave to use MWB's cash collateral.

According to Judge Kirscher, evidence in the case shows a
substantial equity cushion in the amount of $1,266,000.  This
amount could constitute adequate protection under 11 U.S.C. Sec.
361 were it not for the Debtors' unauthorized use of cash
collateral in the form of rents.  Judge Kirscher held that on
policy grounds the Court cannot overlook the Debtors' failure to
seek and obtain authority to use cash collateral before spending
the rents.  To overlook it would be to suggest that such practice
will not lead to adverse consequences.  On the other hand, the
judge said, no evidence exists in the record of the amount of
rents the Debtors spent without authorization, and Mr. Hefty
testified that he stopped using the rents and has kept them
segregated.  Unfortunately, the lack of any evidence of the amount
of rents spent without court authority necessitates further
proceedings.

In denying MWB's request, Judge Kirscher held that the bank failed
to satisfy its burden of proof to show that the Debtors do not
have an equity in MWB's security.  However, Judge Kirscher said
MWB satisfied its burden that adequate protection should be
provided based upon the Debtors' unauthorized use of rents which
constitute MWB's cash collateral.

Judge Kirscher directed the Debtors to file with the Court and
serve upon counsel for MWB, within 14 days, an accounting of all
rents that the Debtors collected or received from the 10
University Condos that were assigned to MWB, and then of all
unauthorized disbursements from the cash collateral.  The Court
will schedule another evidentiary hearing on the amount of
adequate protection, if any, to be awarded to MWB.

A copy of Judge Kirscher's June 20, 2011 Memorandum of Decision is
available at http://is.gd/O725vWfrom Leagle.com.

              About the Heftys and Corner Development

Eric Hefty is an award-winning architect and real estate
developer, and married to Cheryl Hefty.  The Heftys are managers
and members of The Corner Development LLC, which developed "The
Corner," the posh condos on the corner of South Higgins Avenue and
Brooks Street in Missoula, Montana.

TCD filed for Chapter 11 protection in Butte, Montana, on Jan. 13,
2011 (Bankr. D. Mont. Case No. 11-60040). Harold V. Dye, Esq. --
hdye@dyemoelaw.com -- at Dye & Moe, PLLP, in Missoula, Montana,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts between $1 million and $10 million.

The Heftys filed for Chapter 11 protection (Bankr. D. Mont. Case
No. 11-60039) on Jan. 12, 2011.


COTTAGE GROVE: Owner of Pahrump, Nev. Subdivision in Ch. 11
-----------------------------------------------------------
Mark Waite at Pahrump Valley Times, developer of Cottage Grove
Estates LLC a 141-home subdivision on 56 acres east of Blagg Road
on the south side of Basin Avenue, in Pahrump, Nevada, is in
Chapter 11 bankruptcy.

In its schedules, the Debtor disclosed $1 million in assets but $6
million in liabilities.  The major creditor is Situs Asset
Management of Dallas, which claims $5.18 million owed for 30
acres.

Things got fouled up when Silver State Bank, which financed the
project, was put in receivership by the Federal Deposit Insurance
Corporation, Jim Wulfenstein, head of the company said.  "The note
we had with Silver State went into limbo and we tried to negotiate
terms of the loan with the FDIC. They sold the note to someone
else.  So we found out who that was and tried to negotiate with
them and they sold it again.  Now it's changed hands again," he
said.

Now that the debtors finally know who the end holders of the note
are, there is a strategy to reorganize, he said.

"There's great potential for it.  It's just going to have to ride
the tide out the next few years.  It's a great subdivision," he
added.

Cottage Grove Estate, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 11-18759) on June 3, 2011.  Matthew L. Johnson,
Esq., at Matthew L. Johnson & Associates, P.C., in Las Vegas,
Nevada, serves as counsel to the Debtor.


CROWN MEDIA: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned Crown Media Holdings, Inc. a B2
Corporate Family Rating, B2 Probability of Default Rating, SGL-3
speculative-grade liquidity rating, Ba2 ratings to its proposed
$240 million senior secured credit facility, and B3 rating to its
proposed $300 million senior unsecured notes due 2019. Crown Media
intends to utilize the net proceeds from the proposed debt to
repay its existing $306 million of term loans due in 2013 and $185
million of preferred stock. The existing debt and preferred stock
is held by privately-owned Hallmark Cards, Inc. (Hallmark; not
rated by Moody's), Crown Media's 90% shareholder. This is an
initial public rating for Crown Media. The rating outlook is
stable.

Assignments:

   Issuer: Crown Media Holdings, Inc.

   -- Corporate Family Rating, Assigned B2

   -- Probability of Default Rating, Assigned B2

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Senior Secured Bank Credit Facility Super-Priority Revolver
      due 2016, Assigned a Ba2, LGD1 - 1%

   -- Senior Secured Bank Credit Facility Term Loan due 2018,
      Assigned a Ba2, LGD2 - 15%

   -- Senior Unsecured Regular Bond/Debenture due 2019, Assigned a
      B3, LGD4 - 61%

Outlook Actions:

   Issuer: Crown Media Holdings, Inc.

   -- Outlook, Assigned Stable

RATINGS RATIONALE

Crown Media's B2 CFR reflects the company's small size and niche
market position among cable network operators, concentration in
two Hallmark-branded channels, reliance on licensed third party
content for a majority of its programming, and high leverage. The
company generates a much higher percentage of its revenue from
cyclical advertising (76% LTM 3/31/11) as compared to other cable
network operators. The decline in audience ratings at the Hallmark
Channel since 2007 is a credit concern. A portion of this
deterioration is attributable to the shift of some programming to
the Hallmark Movie Channel, which was launched in 2004 and became
Nielsen-rated in April 2010. However, Moody's also believes
meaningful reliance on syndicated reruns of programming that has
been off network for a number of years contributes to the ratings
performance and results in a relatively high median-aged audience
that is less attractive to advertisers.

Crown Media is planning to increase its programming spending in an
effort to drive a younger audience, improve its rating
performance, and increase advertising. Original movie production
focused on families and Holidays, a library of acquired scripted
movies and off-network series, and original unscripted lifestyle
programming such as recent deals with Martha Stewart (beginning in
September 2010) and Emeril Lagasse (starting this fall) is the
primary investment focus. Moody's expects these investments along
with rate increases will lead to mid single digit revenue growth
over the next 12-24 months.

Since Crown Media relies heavily on licensed programming, it does
not have full flexibility to monetize the content across multiple
distribution channels and geographic regions. Distribution rights
vary depending on the content but range from cable television only
(acquired series, mini-series and theatrical movies) on the
narrower end, to VOD, DVD, and electronic sell through at the
broader end. The licensed content is generally only available to
Crown Media for domestic distribution. Moody's believes this could
limit Crown Media's ability to exploit emerging digital platforms
as thoroughly as other cable networks that own most of their
programming, and will likely lead to lower growth than the overall
industry.

Debt-to-EBITDA leverage (5.6x LTM 3/31/11 pro forma for the
refinancing, incorporating Moody's standard adjustments, and
programming costs on a cash basis) is expected to increase to a
high 5x/low 6x range over the next 12-18 months as the company
continues to expand its programming investment. Moody's believes
Crown Media has the capacity to generate free cash flow-to-debt
higher than the 3-4% range expected over the next 12-18 months,
but that the company will prefer to invest in programming as part
of its growth strategy.

Crown Media's proposed debt will be non-recourse to Hallmark, and
Moody's does not assume any meaningful positive support or drag
from the relationship as the financial position of Hallmark is
private information. In Moody's opinion, Hallmark may be motivated
to provide support to Crown Media given its high ownership
position and the investments made to date to achieve household
distribution (87.4 million for the Hallmark Channel and 40.3
million for the Hallmark Movie Channel at the end of March 2011
with Hallmark Movie Channel growing to an estimated 41.6 million
in June). A buyout of the minority shareholders over the long-term
is a possibility, although this would require minority shareholder
approval and such a buyout is not anticipated in the ratings.

The refinancing is occurring approximately a year after Crown
Media's June 2010 out-of-court restructuring whereby approximately
$1.16 billion of debt held by Hallmark was converted into $315
million of term loans, the preferred stock, and common stock. As
part of the restructuring, Hallmark's ownership interest in Crown
Media increased to 90.3% from approximately 80% and its voting
interest declined to approximately 92% from 94.5%. Crown Media
licenses the "Hallmark" trademark for its cable networks from
Hallmark at no cost and it has exclusive domestic rights to
Hallmark Hall of Fame movies under an output deal with Hallmark.
The terms of these agreements were recently extended through the
later of the term of the proposed notes and credit facilities.
Crown Media is also a party to a tax sharing agreement with
Hallmark. Moody's assumes in the rating that Hallmark is motivated
to continue these relationships at similar commercial terms given
its significant ownership in Crown Media.

Crown Media has a separate management team, but its board consists
of a majority of individuals associated with Hallmark. Hallmark
thus has significant influence over the operating strategy and
financial policies of Crown Media. Because Hallmark is privately
held, there is some uncertainty with respect to the effect that
its operations and financial situation could have on decisions
related to Crown Media . Nevertheless, Moody's believes Hallmark
current preference is to reduce Crown Media's debt and leverage to
create more flexibility to invest and grow the business.

The refinancing will favorably reduce cash capital/interest
charges and extend the maturity profile. Interest/dividend rates
on the existing debt/preferred stock are expected to range from
9.5-14% in 2011 and increase to 12-16% beginning in 2012. The
liens securing the $30 million super-priority revolver are pari
passu with the collateral for the $210 million term loan. However,
proceeds from the collateral in the event of a credit agreement
default are applied to the revolver until it is paid in full prior
to any distributions to the term loan lenders. The revolver thus
benefits from debt cushion and has a lower loss given default
assessment than the term loan. The credit facility and notes are
guaranteed by all material domestic subsidiaries.

The SGL-3 speculative-grade liquidity rating reflects adequate
coverage of cash obligations from existing cash, projected free
cash flow and unused capacity under the $30 million revolver.
Internal resources consist of cash (approximately $17 million as
of 3/31/11 pro forma for the proposed refinancing and $2.5 million
of residuals to RHI Entertainment paid on 5/1/11) and roughly $20
million of projected free cash flow. Obligations over the next 12
months consist of 1% required term loan amortization ($2.1
million) and approximately $8 million of additional residuals due
to RHI Entertainment on 7/5/11. Moody's expects the maximum
leverage covenant in the credit facility to be set to afford a
reasonably good EBITDA cushion relative to the company's
projections.

The stable rating outlook reflects Moody's view that the U.S.
economy will continue to grow modestly, that the commercial
arrangements and relationship with Hallmark do not change
materially, and that Crown Media will continue to reinvest in
programming and grow revenue. Moody's anticipates Crown Media will
generate modest free cash flow, steadily reduce debt to increase
operating flexibility, and maintain an adequate liquidity
position.

An upgrade could occur if the company reinvests in programming to
stabilize/improve viewership ratings, generates profitable revenue
growth, reduces debt, sustains debt-to-EBITDA below 5x, and
sustains free cash flow-to-debt above 6%. The company would also
need to maintain a good liquidity position. More explicit credit
support from Hallmark could also result in an upgrade if Moody's
viewed Hallmark as having the capacity and willingness to
favorably affect Crown Media's financial position.

Crown Media's ratings could be downgraded if the terms of its
commercial arrangements or relationship with Hallmark were to
change meaningfully, debt-to-EBITDA leverage is sustained above
6.5x, or free cash flow-to-debt is sustained below 2%. In
addition, a deterioration in Crown Media's liquidity position
including a decline in cash flow generation or the margin of
compliance with covenants could also lead to a downgrade.

Crown Media's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Crown Media's core industry
and believes Crown Media's ratings are comparable to those of
other issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Crown Media, headquartered in Studio City, CA is a media
distribution company with annual revenues of $287 million for its
fiscal year-ended December 31, 2010. The company supplies
television programming to cable, direct broadcast satellite and
telecommunications service providers throughout the United States
via the Hallmark Channel and the Hallmark Movie Channel.


CROWN MEDIA: S&P Assigns Preliminary 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Studio City, Calif.-
based cable network company Crown Media Holdings Inc. its
preliminary 'B' corporate credit rating. The outlook is stable.

"At the same time, we assigned our preliminary issue-level ratings
to the company's proposed new debt issues, which we initially
expect to consist of a $30 million superpriority senior secured
revolving credit facility due 2016, a $210 million senior secured
term loan due 2018, and $300 million of senior unsecured notes due
2019. The company plans to use the proceeds of the new debt issues
to repay its existing term loans and to redeem its preferred
stock," S&P said.

"We rate the revolving credit facility preliminary 'BB-' (two
notches higher than the preliminary 'B' corporate credit rating on
the company) with a preliminary recovery rating of '1', indicating
our expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default. We also rate the senior secured
term loan preliminary 'BB-' with a '1' preliminary recovery
rating," S&P related.

"In addition, we assigned the proposed senior notes our
preliminary issue-level rating of 'B-' (one notch lower than the
corporate credit rating) with a preliminary recovery rating of
'5', indicating our expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default. We will
finalize our ratings after our review of the final documentation,"
S&P said.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.

"Our preliminary 'B' corporate credit rating on Crown Media
reflects our view that the company has a weak business risk
profile and a highly leveraged financial risk profile. The
company's narrow business focus on two cable channels with
relatively low audience ratings, underdeveloped distribution,
and its subpar EBITDA margin compared with other cable network
companies support our assessment of the business risk profile as
weak," said Standard & Poor's credit analyst Deborah Kinzer "We
regard Crown Media's financial risk profile as highly leveraged
because of its high debt leverage, pro forma for the transaction,
which was 5.7x at March 31, 2011, on a lease-adjusted basis."

Crown Media owns and operates two cable TV channels, the Hallmark
Channel and Hallmark Movie Channel, in the U.S. Neither channel is
fully distributed, with the Hallmark Channel reaching about 87.5
million subscribers and the Hallmark Movie Channel reaching about
41.6 million subscribers, compared with about 105 million total
domestic cable and satellite TV subscribers, after 10 years of
operation for the company.


CU NATIONAL: Suit v. Accountant Goes Back to State Court
--------------------------------------------------------
District Judge Stanley R. Chesler remanded the lawsuit, Anthony R.
Calascibetta, as Liquidating Trustee of U.S. Mortgage Corporation
and C.U. National Mortgage LLC, v. J.H. Cohn LLP and John Does
1-10, Civil Action No. 11-1743 (D. N.J.), to the Superior Court of
New Jersey, law division, Middlesex County, at the Plaintiff's
behest.

USM and CUNM retained the Defendant, an accounting firm, pre-
bankruptcy to audit their books and records and provide them with
various risk management services.  Plaintiff, in its Complaint
filed in state court, alleges that the Defendant's negligence
allowed the Defendant's president, Michael J. McGrath, to
misappropriate and divert company assets.  On March 28, 2011, the
Defendant removed the action pursuant to 28 U.S.C. Sec. 1334(b),
on the grounds that the case is "related to" the Bankruptcy
Proceeding.

According to Defendant, the District Court is "likely to
adjudicate [Plaintiff's] claims faster than the [Middlesex County
Superior Court]."

Judge Chesler said the question is "not whether the action would
be more quickly adjudicated in [this Court] than in state court,
but rather, whether the action can be timely adjudicated in the
state court."  He noted that there are currently three vacancies
out of the 17 active district judge positions in the District of
New Jersey and, while nominations have been made, there is no way
to predict when the vacancies will be filled.  Judge Chesler said
adding additional cases to this docket present a substantial
impact on the Court.

A copy of Judge Chesler's June 6, 2011 Opinion is available at
http://is.gd/9efgX4from Leagle.com.

             About U.S. Mortgage Corp. and CU National

U.S. Mortgage Corporation filed a voluntary Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 09-14301) on Feb. 23, 2009.  Its
wholly owned subsidiary, C.U. National Mortgage, LLC, filed a
voluntary Chapter 11 bankruptcy petition (Bankr. D. N.J. Case No.
09-18104) on April 1, 2009.  The Third Amended Joint Plan of
Liquidation was confirmed by the Bankruptcy Court on Oct. 26,
2009.  Pursuant to the Liquidation Plan, a U.S. Creditors
Liquidating Trust was created for the benefit USM's and CUNM's
creditors and Anthony R. Calascibetta was appointed as the
Liquidated Trustee.

Judge Rosemary Gambardella presided over the Debtors' case.
Kenneth A. Rosen, Esq., and Bruce Buechler, Esq., at Lowenstein
Sandler PC, represented the Debtors.  In its petition, CU National
estimated $1 million to $10 million in assets and $100 million to
$500 million in debts.

Former president and CEO Michael G. McGrath and Melissa A. McGrath
filed a Chapter 11 petition (Bankr. D. Mass. Case No. 10-20907) on
Oct. 4, 2010, estimating under $1 million in assets and debts.  A
copy of the McGrath's petition is available at no charge at
http://bankrupt.com/misc/mab10-20907.pdf


DAYS INNS WORLDWIDE: Owner in Chapter 11 Bankruptcy
---------------------------------------------------
Chey Scott at the Spokane Journal reports that Jarman Singh Hothi,
the owner of a Days Inns Worldwide Inc. in downtown Spokane and
two gas stations, has filed for Chapter 11 bankruptcy protection
in Spokane (Bankr. E.D. Wash. Case No. No. 11-01176).   The
schedules attached to the petition filed on March 10, 2011,
disclosed debts of about $3.5 million and assets of $3.4 million.


DEARBORN LODGING: Court Cites Flaws in Plan Outline
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Dearborn Lodging, Inc.,
to amend the disclosure statement it filed June 7, 2011, together
with its Liquidating Chapter 11 Plan of Reorganization, citing a
laundry list of problems the Debtor must correct. The Disclosure
Statement amendment were due to be filed June 17.  A copy of Judge
Tucker's Order dated June 13 is available at http://is.gd/Nf0bzC
from Leagle.com.

Dearborn Lodging, Inc., dba Metro Inn, in Farmington Hills,
Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 11-42920) on Feb. 7, 2011, represented by Jay S. Kalish &
Associates, P.C.  In its petition, the Debtor estimated under
$50,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Joseph Nofar, its president.


DELTA PETROLEUM: To Sell Remaining Non-Core Assets for $43.2-Mil.
-----------------------------------------------------------------
Delta Petroleum Corporation entered into a Purchase and Sale
Agreement with Wapiti Oil & Gas, L.L.C., to sell its remaining
non-operated interests in various non-core assets for $43.2
million.  The transaction is expected to close by the end of June.

The non-operated, non-core assets to be sold to Wapiti consist of
Delta's remaining working interests in the fields of the DJ Basin
and Texas.  The working interests being sold in this transaction
constitute the non-operated portions of these fields that were
retained by Delta when Delta sold properties to Wapiti in August
of 2010.

Carl Lakey, Delta's CEO, commented, "As we discussed on our last
conference call, the expected proceeds from the sale of these non-
core assets will allow us to fund current and future drilling
activity in the Vega Area and reduce our senior secured debt
balances.  Our borrowing base with Macquarie will decrease by $22
million to $33 million as a result of the sale.  The sale of the
remaining non-core assets makes Delta essentially a pure Piceance
Basin company.  The Vega Area has been and will remain the focus
of the Company's capital and efforts."

Macquarie Capital (USA) Inc. and Evercore Group, L.L.C., acted as
financial advisors to Delta in connection with this transaction.

The Company also announced that it has recently finished
completion activities on the 2C well and is transitioning to flow-
back activities.

                    About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."

The Company reported a net loss of $30.26 million on $23.05
million of total revenue for the three months ended March 31,
2011, compared with a net loss of $15.99 million on $29.17 million
of total revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.01 billion in total assets, $527.04 million in total
liabilities, and $483.75 million in total equity.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."


DOCUTEK IMAGING: Had Buyer Before Filing, Gets $2.5-Mil. Financing
------------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Docutek Imaging Solutions is selling its assets.  The Company said
in court filings that it has a signed purchase agreement, dated
May 20, with Fort Myers-based Modular Document Solutions LLC.  "We
are working with the secured lender, Regions Bank, on the sale
process and hope to have a court-approved sale within the next 30
days," said Joe Grant, the attorney for Docutek.

According to the report, the Company has $2.5 million financing,
secured and unsecured, from Regions Bank.  The bank has requested
an examiner be appointed to run the sale of Docutek.  Regions
alleged in its motion for an examiner that previous buyers became
"frustrated" by negotiations with Docutek, but Mr. Grant denied
that.  Mr. Grant said he appreciated Regions' cooperation, but the
first buyer was unable to obtain financing and the second buyer
was a competitor who "submitted a low-ball offer."

Deerfield Beach-based Docutek Imaging Solutions Inc. provides
office copy machines and document handling.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
24110) on May 23, 2011.  Judge Raymond B. Ray presides over the
case.  Joe M. Grant, Esq., Padula & Grant, PLLC, represents the
Debtor.  The Debtor estimated assets of between $1 million and
$10 million, and debts of between $10 million and $50 million.


DUKE AND KING: Court Approves Sale of Substantially All Assets
--------------------------------------------------------------
The Gregory F. Kishel of the U.S. Bankruptcy Bankruptcy Court for
the District of Minnesota authorized Duke and King Acquisition
Corp., et al., to sell substantially all of their assets free and
clear of all liens, claims, interests and encumbrances.  The sale
was subjected to higher or better bids.

Investment banker, Mastodon Ventures, Inc., assisted the Debtor in
marketing their assets.

At a sale hearing held on May 10, 2011, the stalking horse bids of
these entities were selected as successful bidders for the
Debtors' assets:

1. Strategic Restaurants Acquisition Corp. II, LLC, or its
   designee, as stalking horse bidder, will buy the Debtors'
   assets in the Missouri region for $3,100,000 plus the value of
   on-hand cash and the value of on-hand inventory.  The break up
   fee is $93,000.

2. Crown Ventures Iowa, Inc., or its designee, stalking horse
   bidder, will purchase their assets in the Davenport Region for
   $500,000 plus assumption of certain liabilities.  The break up
   fee is $15,000.

3. Heartland Food Corp., stalking horse bidder, will buy their
   assets in the Minnesota Region for $7,161,000 plus assumption
   of certain liabilities.  The break up fee is 3% of total
   consideration.

4. Heartland, or its designee, stalking horse bidder, will
   purchase their assets in the Illinois Region and Wisconsin
   Region.  Heartland will buy the Illinois assets for $500,000
   plus assumption of certain liabilities.  The break up fee is
   1.5% of total consideration.

   Heartland will buy the Wisconsin assets for $1 plus assumption
   of certain liabilities.  The break up fee is 1.5% of total
   consideration.

Heartland has proposed that it will waive its stalking horse
protection fee in the event Bank of America, N.A., exercises its
credit bid rights and is the successful bidder for either the
Illinois Region or the Wisconsin Region.

Bank of America, N.A., told the Court in its objection, that the
Debtors fails to adequately protect the bank's interest in its
collateral.

The Debtors owe the bank more than $11,707,310 pursuant to that
certain credit agreement dated as of Nov. 1, 2006.

BofA is represented by:

        FAEGRE & BENSON
        Stephen M. Mertz, Esq.
        Michael F. Doty, Esq.
        2200 Wells Fargo Center
        90 South Seventh Street
        Minneapolis, MN 55402
        Tel: (612) 766-7000
        Fax: (612) 766-1600

        MORGAN LEWIS & BOCKIUS, LLP
        Jonathan K. Bernstein, Esq.
        225 Franklin Street, 16th Floor
        Boston, MA 02110-4104
        Tel: (617) 341-7760
        Fax: (617) 341-7701

              About Duke and King Acquisition Corp.

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010.  Duke and King estimated its assets and debts at $10 million
to $50 million.

Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel.  Mastodon Ventures, Inc., acts as the Debtors' investment
banker.  Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee Of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.


EMPIRE HOLDINGS: Bankruptcy Case Converted to Chapter 7
-------------------------------------------------------
A bankruptcy case concerning Empire Holdings Corporation was
originally filed under Chapter 11 on Oct. 27, 2010, but was
converted to a case under chapter 7 on May 16, 2011.

According to a notice, a meeting of creditors was scheduled to
take place June 20, 2011, at 3:00 p.m.

As reported in the Troubled Company Reporter on April 28, 2011, W.
Clarkson McDow, Jr., the U.S. Trustee for Region Four, asked the
U.S. Bankruptcy Court for the District of Maryland to appoint a
Chapter 11 trustee to serve in the jointly-administered bankruptcy
cases of Empire Holdings Corporation and Empire Towers
Corporation, or, in the alternative, to convert the case to a case
under Chapter 7 of the Bankruptcy Code.

Prior to the conversion, U.S. Bankruptcy Court judge James F.
Schneider approved the appointment by the U.S. Trustee of Joseph
J. Bellinger as Chapter 11 trustee to serve in the jointly-
administered bankruptcy cases of the Debtors.  Mr. Bellinger
remained as trustee of the Debtors' estates following the
conversion.

              Plan Failed to Impress U.S. Trustee

In seeking the conversion, the U.S. Trustee noted that the Debtors
filed a Joint Plan of Reorganization and Disclosure Statement
proposing an undetailed, and apparently unrealized post-
confirmation refinancing of secured debt and satisfaction of
claims.  He asserted that the Disclosure Statement is devoid of
the Debtors' financial information on income and expenses and
operating results, either historical, presently, or going forward.

The Debtors are in dispute with Bank of America over their
compliance with consensual lift-stay orders, Mr. McDow said.  In
connection with that dispute, he avers, Bank of America has raised
the apparent deficiency in the debtor-in-possession bank accounts
of net rental income from the Debtors' operations.  He added that
the Debtors have not provided a satisfactory explanation for the
alleged shortfall.

Moreover, the Debtors have never filed with the Court any reports
of operations since filing the cases on Oct. 27, 2010, the U.S.
Trustee pointed out.

The U.S. Trustee added that substantial rental income has been
diverted from the Debtors or, at least, is unaccounted for.

                      About Empire Holdings

Glen Burnie, Maryland-based Empire Holdings Corporation filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-34580)
on Oct. 27, 2010.  Aryeh E. Stein, Esq., at Meridian Law, LLC,
assists Empire Holdings in its restructuring effort.  Empire
Holdings estimated its assets and debts at $10 million to $50
million.

Affiliate Empire Towers Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Md. Case No. 10-34611) on Oct.
27, 2010.  Aryeh E. Stein, Esq., at Meridian Law, LLC, assists
Empire Towers in its restructuring effort.  Empire Towers
estimated its assets and debts at $10 million to $50 million.


ENIVA USA: Court Approves Sale of Equipment Free of Liens
---------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota authorized Eniva USA Inc. to sell
Cosmetics, Inc., 655 19th Avenue NE, Minneapolis, Minnesota 55418.
The equipment will be sold free and clear of the lien of Home
Federal Savings Bank with such lien to attach to the proceeds of
sale.

The Debtor said it will turn over the proceeds of the sale to Home
Federal Savings.  The bank may apply the proceeds to the principal
balance due as of the petition date under these promissory notes
executed by debtor in favor of the lender: (a) Note dated April
18, 2007 in the principal amount of $500,000 and (b) Note dated
September 28, 2007 in the principal amount of $500,000.

                          About Eniva USA

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

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

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


EPICEPT CORP: Guy Jackson Resigns from Board of Directors
---------------------------------------------------------
EpiCept Corporation announced that Guy C. Jackson has resigned
from the Company's Board of Directors, effective June 14, 2011,
for personal reasons.  Mr. Jackson was a member of EpiCept's Board
since December 2004.

"On Behalf of EpiCept and its shareholders, I would like to thank
Guy for his many contributions to the Company and its Board of
Directors.  Keith L. Brownlie, who joined our Board in April 2011,
has been appointed Chairman of our Audit Committee and we will not
look to fill Mr. Jackson's vacancy," remarked Jack Talley,
President and CEO of EpiCept.

                     About EpiCept Corporation

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

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

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

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


ES ENERGY: Esping & Companies Found Liable for Malicious Fraud
--------------------------------------------------------------
Prominent Dallas businessman William P. "Bill" Esping, and his
companies, EFO Holdings and ES Energy, have been found liable of
fraud, misapplication of fiduciary property, breach of fiduciary
duties, and breach of contract, in a Dallas County Civil District
Court.  Mr. Esping controlled two limited partnership companies,
which were created to capture, process and market the methane gas
produced by the McCommas Bluff Landfill, owned by the City of
Dallas.  The civil suit was brought by Bluff Power Partners, L.P.,
individually and on behalf of McCommas Landfill Partners LFG
Processing Partners, L.P. and McCommas Landfill Partners, L.P.

A jury awarded the plaintiffs over $25 million in actual damages.
Additionally, the jury determined that Mr. Esping and his
companies acted with malice and awarded $13.5 million in exemplary
damages.  Mr. Esping was held personally liable for $12 million of
that amount.

In May of 2005, Bluff Power Partners, L.P. and ES Energy, a Bill
Mr. Esping controlled entity, formed two partnerships to enter the
business of recovering and selling landfill gas (methane), a
byproduct of decomposing waste material.  Landfill gas is becoming
an increasingly popular alternative fuel to capture because it is
a "green" or a clean, renewable energy source that increases over
the life of the landfill and eliminates the need to burn off toxic
fumes into the atmosphere.

Jurors found that Mr. Esping took the two joint venture
partnerships (McCommas Landfill Partners and McCommas Landfill
Processing Partners) into bankruptcy in order to eliminate Bluff
Power as a partner so Esping could have sole ownership of the
companies.  Additionally, the jury found Mr. Esping had misapplied
$1.4 million in fiduciary property for his own benefit.

After the two joint venture partnerships were put into bankruptcy
by Mr. Esping, the assets were sold for a fraction of the
estimated value, and are now owned by Dallas Clean Energy McCommas
Bluff.  The gas generated by the landfill is being purchased and
used by the City of Sacramento, California.  The McCommas landfill
gas operation currently generates about $2 million in royalties
annually for the City of Dallas.

Gas extraction at the 996-acre McCommas Bluff Landfill, Dallas'
only city-owned landfill, is considered an important new source of
revenue by Dallas City Manager Mary Suhm.  Ms. Suhm estimated that
royalties for the City of Dallas could be worth $14 to $17
million. Ms. Suhm said, "...waste will be a resource because you
can turn it into energy in the future."  The McCommas landfill,
located near highways I-45 and I-20, takes in 7,000 tons of
garbage a day or almost 2 million tons a year. Bioreactor
technology accelerates the break down of trash into methane gas
which can then be sold as energy.

Larry Friedman, Mr. Esping's attorney, said, "He (Bill Esping)
accepts that he's liable for damages.  And he's got the message.
And the message is treat others the way you want to be treated
yourself."

Mike Kaeske, attorney for Bluff Power Partners, said, "When I
think about Dallas, I think about a place of business and finance.
There are people here who have made their money through sweat,
hard work and ingenuity.  There are other people that wield their
financial power to take money from others - that's the kind of
person Bill Esping is.  Bill Esping needs to be taught a lesson
about how to follow the rules and take responsibility for his
actions.  It's absolutely clear that he has not gotten it yet."

After the jury announced their $13.5 million dollar exemplary
damages verdict, Mr. Esping, who testified to a personal net worth
of $120 million, said "Good luck collecting" to a Bluff Power
lawyer as he left the courtroom.

Mr. Esping has served as a director on numerous boards in the past
and currently serves as a director for three of EFO's portfolio
companies: Melbourne Greyhound Park, LLC, Palm Beach Tan, Inc. and
Laser Spine Institute, LLC.

ES Energy Solutions, LP, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-35004) on July 20, 2010.  Gerrit M. Pronske, Esq.
at Pronske & Patel, P.C., in Dallas, Texas, serves as counsel to
the Debtor.  The Debtor estimated assets of up to $1 million and
debts of $1 million and $10 million.

Affiliates McCommas LFG Processing Partners, LP, and and
McCommas Landfill Partners, LP, sought Chapter 11 protection (Case
Nos. 07-32219 and 07-32222) on May 5, 2007.


EVANS INDUSTRIES: 5th Circ. Upholds Ruling on Greif Cleanup Costs
-----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the Fifth Circuit on
Tuesday upheld a ruling that Greif Industrial Packaging & Services
LLC couldn't hold back $650,000 it spent cleaning toxic waste from
the price of an $11.5 million Chapter 11 asset purchase from Evans
Industries Inc.

Law360 says the money rightly belongs to a distribution trust set
up by the now-defunct Louisiana-based steel container maker, the
Fifth Circuit said, affirming a federal Louisiana court's ruling
in favor of trustee R. Patrick Sharp III, who sued after Greif
tried to hold back escrowed money.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The Company filed for Chapter 11 protection on April
25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor.  C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  In its petition, Evans estimated having assets below
$1 million and debts between $10 million and $50 million.


EXTRUDERS INT'L: Can Obtain Up to $3-Mil. of Financing
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered, on May 31, 2011, a final order authorizing Extruders
International, Inc., to use cash collateral and obtain
postpetition financing of up to $3,000,000 from Wells Fargo Bank,
N.A.

The credit amount available to be drawn may be increased up to an
aggregate amount not exceeding the sum of $7,500,000, upon request
of the Chief Restructuring Officer and with the written approval
of Wells Fargo, which approval may be granted or withheld by Wells
Fargo in its sole discretion,

Subject to the CRO Budget as approved by Wells Fargo in its sole
discretion, proceeds of the Revolving Loan will be available
exclusively for funding costs and expenses related to the
Chapter 11 case, the DIP Loan Agreement and the Debtor's working
capital needs, to the extent related to the Debtor's ongoing
business operation.

As security for its obligations under the DIP Loan Agreement,
Debtor grants Lender a priming lien in all of its property (other
than the Beardall property in Sanford, Florida, which secures the
Debtor's indebtedness to Hunter Douglas).  In addition, the DIP
Financing requires as adequate protection to Wells Fargo for the
Debtor's use of Cash Collateral that the Debtor grant Wells Fargo
replacement liens on all post-petition Cash Collateral,
notwithstanding Section 552 of the Bankruptcy Code.

Wells Fargo is also granted a super-priority claim pursuant to
Section 364(c)(1) of the Bankruptcy Code.

As additional adequate protection to Wells Fargo, the Debtor is
authorized and directed to retain Soneet R. Kapila as Chief
Restructuring Officer ("CRO") on a final basis, to manage and
supervise, as a representative of the Debtor with full powers of
substitution and all administrative and executive functions
relating to the Debtor's business in accordance with the scope of
authority set forth in the DIP Loan Agreement and the Chief
Restructuring Officer Agreement.

The DIP loan will mature upon the earlier to occur of (i) the date
that is 120 days after the Petition Date, or (ii) the date upon
which Lender elects to terminate the Availability Period and
accelerate the Obligations in accordance with Sections 2.12 or 9.2
of the DIP Loan Agreement.

A copy of the Final DIP Financing Order is available at:

  http://bankrupt.com/misc/extruders.finaldipfinancingorder.pdf

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.  In its amended schedules, the Debtor disclosed
$33,816,432 in assets and $23,958,630 in liabilities.  The case
has been assigned to Judge K. Rodney May.  Christopher C. Todd,
Esq., at McIntyre, Panzarella, Thanasides, Hoffman Bringgold &
Todd, P.L., in Tampa, Fla., serve as counsel to the Debtor.

Allison R. Day, Esq., at The Law Firm of Genovese, Joblove &
Battista, P.A., in Miami, Fla., represent the Unsecured Creditors
Committee as counsel.

As of the Petition Date, the outstanding principal and accrued,
but unpaid, interest owed to Wells Fargo, N.A., the Debtor's
primary secured creditor, under the Pre-Petition Loans is
approximately $13,200,000, including a contingent liability under
a Letter of Credit.

As reported in the TCR on June 20, 2011, the Bankruptcy Court
approved the sale of the Company to Benada Aluminum Products LLC,
which offered $11.8 million for the Company at the auction.


FIRST NATIONAL BANK: Auditor Ordered to Pay $23 Million for Error
-----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the Fourth
Circuit ruled Friday that Grant Thornton LLP was responsible for
an erroneous clean bill of health that kept a failed West Virginia
bank alive for an extra four months, ordering the auditing firm to
pay over $23 million in damages.

The appeals court found that Grant Thornton's audit report to the
First National Bank of Keystone in April 1999 prevented regulators
from acting to shut down the bank until September 1999, according
to Law360.


FKF MADISON: Unsecured Creditors Seek Time to Sue Over Loans
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that One Madison Park's unsecured
creditors are seeking more time to investigate potential lawsuits
against the Manhattan high-rise condominium's lenders in light of
new developments that have them jockeying for control of some $230
million in secured debt.

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: Committee Hires Genovese Joblove as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Florida Extruders
International, Inc., has obtained authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to retain as
counsel:

          Paul I. Battista, Esq.
          GENOVESE, JOBLOVE & BATTISTA, P.A.
          100 Southeast Second Street, 44th Floor
          Miami, FL 33131
          Phone: (305) 349-2300
          Fax: (305) 349-2310

The services of Genovese are necessary to enable the Committee to
execute faithfully its duties.  Subject to order of this Court,
Applicant will be required to render the following services to the
Committee:

     a) advise the Committee with respect to its rights, powers,
        and  duties in this Chapter 11 case;

     b) assist and advise the Committee in its consultations with
        the Debtor relative to the administration of this
        Chapter 11 case;

     c) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiating with such creditors;

     d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor and of the operation of the Debtor's business;

     e) assist the Committee in its analysis of, and negotiations
        with, the Debtor and any third party concerning matters
        related to, among other things, the use of cash
        collateral, debtor-in-possession financing, the
        liquidation of assets and the terms of a plan or plans of
        reorganization;

     f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in this Chapter 11 case;

     g) review and analyze all applications, motions, orders,
        statements of operations and schedules filed with the
        Court and advise the Committee as to their propriety;

     h) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     i) perform such other legal services as may be required and
        are deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

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

                      About Florida Extruders

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 has $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.  Paul I. Battista, Esq., at Genovese, Joblove &
Battista, P.A., serves as the committee's counsel.


FLORIDA EXTRUDERS: Benada Aluminum Acquires FEI, Benada
-------------------------------------------------------
Benada Aluminum Products, LLC, said that it has acquired from
bankruptcy the assets of Florida Extruders International Inc. and
simultaneously, the assets of Benada Aluminum of Florida Inc.
Both FEI and BAF are well-established aluminum product firms in
Florida.  Benada is a newly formed entity owned indirectly by FTL
Capital LLC, a St. Louis, Missouri based private equity firm and
BAF of Miami, Florida.  BAF is owned by Monte Friedkin, who has
been in the aluminum products business for more than 50 years.

"We are very excited for the potential to increase market share
and reduce costs by combining the assets and operations of FEI and
BAF," said Monte Friedkin, who became President and CEO of Benada.
"Our extensive industry experience coupled with FTL Capital's
resources and its financial and strategic leadership, provides
Benada with a solid foundation for profitable growth in the
future," added Friedkin.

"By acquiring the assets of FEI at an attractive price and
combining these with the assets and operations of BAF under
Monte's superb leadership, Benada becomes an exciting platform on
which to build a highly successful aluminum products company,"
said Paul D. Melnuk, Chairman of Benada and a principal of FTL
Capital.  "FEI has established an excellent reputation for product
quality and BAF has distinguished itself as a customer focused
supplier.  These attributes are the cornerstone of our strategy to
build this business while leveraging the many opportunities for
productivity improvement through increased asset utilization,
improved efficiency and other cost saving initiatives," added
Melnuk.

                     About FTL Capital LLC

A St. Louis-based private equity investment and management company
formed in 2001 to invest capital of its Principals, Thomas J.
Hillman and Paul D. Melnuk. FTL aims to achieve significant
returns through investments in middle-market companies that will
benefit from additional capital and the operational expertise it
brings to solving the business problems of portfolio companies.
FTL prefers to work with existing management but will bring new
management as circumstances require.

FTL focuses its expertise on helping businesses grow profitably
over the long term. Underlying that focus are professional skill
sets and tested experience deeply rooted in the acquisition,
funding, building, restructuring, and monetizing of businesses
large and small.

                  About Florida Extruders

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 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.


FOCUS PALM: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Focus Palm Desert LLC
        3184-H Airway Avenue
        Costa Mesa, CA 92626

Bankruptcy Case No.: 11-18664

Chapter 11 Petition Date: June 20, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc C. Forsythe, Esq.
                  GOE & FORSYTHE LLP
                  18101 Von Karman Avenue Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.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 nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-18664.pdf

The petition was signed by R. Ortwein managing member of Focus RE
Group, Debtor's manager.


FORUM HEALTH: Fees Top $26 Million in Bankruptcy Case
-----------------------------------------------------
George Nelson at Business-Journal reports that Forum Health Inc.
has paid nearly $26 million -- to date -- for fees and expenses
approved by U.S. Bankruptcy Court to compensate the attorneys and
other professionals involved with its bankruptcy case.

According to the report, Houlihan Lokey Howard & Zukin Inc., an
international firm serving as Forum's investment banker, has
submitted requests for, and been approved to receive, $8.6 million
plus more than $288,000 in expenses.  That total included the
$4,958,606 transaction fee paid as part of the sale of assets to
Community Health Systems.

Business-Journal adds that McDonald Hopkins LLC, the Cleveland law
firm acting as lead counsel for Forum, has filed for $6.3 million
in professional fees and more than $151,000 in expenses in its six
applications approved to date.  Its most recent application, for
$837,139 in fees and $27,037 in expenses, for the period Oct. 1
through Jan. 31, was filed March 16 and approved April 12.

Aside from that, Huron Consulting Group, Forum's financial
advisers, has been paid more than $5.4 million in compensation
plus more than $315,000 to cover its related expenses to date.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FSG-R LLC: Taps Kaempfer Crowell to Handle Reorganization Case
--------------------------------------------------------------
FSG-R, LLC, asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Kaempfer Crowell to represent it
in the bankruptcy proceedings.

On Nov. 18, 2009, Kaempfer Crowell entered into a written
engagement agreement with the Debtor.  The engagement letter
provides for a $30,000 retainer, which has been paid by the
Debtor's parent entity, Focus South, LLC.

The parent has engaged its own counsel, White & Case and Bogatz &
Associates, to represent its interests in the case.  It is
anticipated that the Debtor's counsel will coordinate with the
parent's counsel.

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

The Debtor proposes a July 12 hearing on the request to employ
Kaempfer Crowell.

The firm can be reached at:

         Georganne W. Bradley, Esq.
         KAEMPFER CROWELL RENSHAW GRONAUER & FLORENTINO
         8345 West Sunset Road, Suite 250
         Las Vegas, NV 89113-2092
         Tel: (702) 792-7000
         Fax: (702) 796-7181
         E-mail: gbradley@kcnvlaw.com

                         About FSG-R, LLC

Las Vegas, Nevada-based FSG-R, LLC operates a real estate
business.  The Company filed for Chapter 11 protection on Oct. 26,
2009,
(Bankr. D. Nev. Case No. 09-30126.)  The case was reassigned to
Bankruptcy Judge Bruce A. Markell.  Georganne W. Bradley, Esq.
at Kaempfer Crowell et al. represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its
20 largest unsecured creditors when it filed its petition.  The
Debtor estimated assets and debts at $10 million to $50 million.


FSG-R LLC: Taps White & Case to Handle Adversary Proceeding
-----------------------------------------------------------
FSG-R, LLC, asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ White & Case as special counsel
only in the adversary proceeding.

The Debtor owns a property in a stalled real estate project
located in Henderson, Nevada known as Inspirada.  The Debtor's
parent Foucus South Group, LLC, is a member of South Edge, LLC, a
limited liability company that was supposed to develop the
Inspirada project.  South Edge was required to build certain major
infrastructure including major road and utilities for the benefir
of the land located within Inspirada, and the City of Henderson
established a Local Improvement District to reimburse South Edge
for the costs.  The City would issue bonds to raise funds to
purchase major infrastructure when completed by South Edge, and
the bonds would be repaid through assessments on the land
encompassing the residential portions of the project.

The Inspirada project stalled when certain of the South Edge's
other members (the builders), stopped funding South Edge and voted
to stop developing Inspirada.  As a result of the builders
breaches, Focus brought an arbitration proceeding against the
builders hoping to force them to specifically perform their
obligation to complete the Inspirada project, including the
infrastructure promised to the Debtor's land.

The Debtor has not paid White & Case any compensation.  The Debtor
notes that White & Case has agreed to waive all fees incurred by
Focus in connection with White & Case's representation of Focus in
the FSG-R, LLC bankruptcy case (approximately $70,000) and will
receive no payment of fees for its work on behalf of the Debtor or
Focus in the adversary proceeding.

The hourly rate of White & Case's personnel are:

         Roberto J. Kampfer, partner                  $700
         Lauren Fujiu, associate                      $535
         Associates                               $250 - $650

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

The Debtor proposes a July 12 hearing on the request to employ
White & Case.

                         About FSG-R, LLC

Las Vegas, Nevada-based FSG-R, LLC operates a real estate
business.  The Company filed for Chapter 11 on Oct. 26, 2009,
(Bankr. D. Nev. Case No. 09-30126.)  The case was reassigned to
Bankruptcy Judge Bruce A. Markell.  Georganne W. Bradley, Esq.
at Kaempfer Crowell et al. represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its
20 largest unsecured creditors when it filed its petition.  The
Debtor estimated assets and debts at $10 million to $50 million.


FUSION TELECOMMUNICATIONS: Borrows $45,000 from Marvin Rosen
------------------------------------------------------------
Fusion Telecommunications International, Inc., borrowed $45,000
from Marvin S Rosen, a Director of the Company.  This note (a) is
payable on demand in full upon 10 days notice of demand from the
lender, (b) bears interest on the unpaid principal amount at the
rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$4.42 million in total assets, $13.55 million in total
liabilities, and a $9.12 million total stockholders' deficit.


GAGE'S LONG: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gage's Long Creek Marina, Inc.
        1368 Long Creek Road
        Ridgedale, MO 65739

Bankruptcy Case No.: 11-61319

Chapter 11 Petition Date: June 20, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.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 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mowb11-61319.pdf

The petition was signed by James A. Gage, vice president.


GAMETECH INT'L: Incurs $1.61 Million Net Loss in May 1 Quarter
--------------------------------------------------------------
GameTech International, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.61 million on $8.11 million of net revenues for the
13-weeks ended May 1, 2011, compared with a net loss of $14.95
million $9.65 million of net revenues for the 13 weeks ended
May 2, 2010.  The Company also reported a net loss of $1.90
million on $18.21 million of net revenues for the 26 weeks ended
May 1, 2011, compared with a net loss of $15.95 million on $18.06
million of net revenues for the 26 weeks ended May 2, 2010.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.

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

                        http://is.gd/HfurAI

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at Jan. 30, 2011, showed $40.86
million in current assets, $31.47 million in current liabilities
and $9.39 million in total stockholders' equity.


G.B.S. HOLDING: Wants to Proceed With Va. Project Despite Filing
----------------------------------------------------------------
Carol Hazard at Richmond Times-Dispatch reports that G.B.S.
Holding Ltd., the developer of the huge Roseland residential and
commercial project in northwestern Chesterfield County, Virginia,
is in Chapter 11 protection.

According to the report, G.B.S. guaranteed loans secured by
Roseland Village, managing owner of a 342-acre high-density piece
of the project, which filed for bankruptcy protection in late
January to stop foreclosure proceedings.

Bruce E. Arkema with DurretteCrump, the lawyer for G.B.S., said he
plans to ask the bankruptcy judge to consolidate the two cases, so
the borrower can more easily reorganize and proceed with the
project.

G.B.S has bank loans of $23.3 million and assets of $57.9 million,
so the hope is to proceed with the development and make the banks
and everyone involved in the project whole again.  Essex Bank in
Tappahannock, Central Virginia Bank in Powhatan County, Franklin
Federal Savings Bank in Henrico County and Paragon Commercial Bank
in Raleigh, N.C., are listed as creditors in court records.

G.B.S. Holding, Ltd., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.  Bruce E.
Arkema, Esq., at Durrettecrump PLC, in Richmond, Virginia, serves
as counsel to the Debtor.  The Debtor estimated assets of $50
million to $100 million and debts of $10 million to $50 million.

An affiliate, Roseland Village, LLC, sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 11-30223) on Jan. 13, 2011


G.B.S. HOLDING: Hires DurretteCrump as Chapter 11 Counsel
---------------------------------------------------------
G.B.S. Holding, Ltd., seeks bankruptcy court permission to employ
DurretteCrump PLC as counsel in its Chapter 11 case.

The names, positions, and current hourly rates of the firm's
lawyers and paraprofessionals currently expected to have primary
responsibility for providing services to the Debtor are:

         Professional             Position         Hourly Rate
         ------------             --------         -----------
         Bruce E. Arkema          Partner              $335
         Kevin J. Funk            Associate            $235
         Beth McMillen            Legal Secretary       $85

DurretteCrump has received a $7,120.74 retainer for its services
to be provided in the Debtor's case.  On June 3, 2011, the firm
applied $2,039 of the retainer as payment for fees and expenses
incurred for the period through and including the Petition Date.
Accordingly, as of the Petition Date, $5,081 of the retainer
remains unapplied.

DurretteCrump represents Roseland Village, LLC in a pending
Chapter 11 case, which was filed on Jan. 13, 2011 (Bankr. E.D. Va.
Case No. 11-30223). G.B.S. Holding, Ltd. owns 50% of Roseland
Village, LLC.

Bruce E. Arkema, Esq., a partner and shareholder of DurretteCrump,
attests that DurretteCrump neither holds nor represents any
interest adverse to the Debtor or its estate in the matters for
which DurretteCrump is proposed to be retained.  DurretteCrump is
a "disinterested person," as defined in section 101(14) of the
Bankruptcy Code and as required by section 327(a).

                         About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.

In its petition, the Debtor estimated assets of $50 million to
$100 million and debts $10 million to $50 million.  The petition
was signed by George B. Sowers, Jr., president, who serves as the
Debtor's designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd. owns
50% of Roseland Village, LLC.  DurretteCrump represents also
represents Roseland Village.


G.B.S. HOLDING: Sec. 341 Meeting of Creditors Set for June 30
-------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for the Eastern District
of Virginia, will hold a Meeting of Creditors pursuant to 11
U.S.C. Sec. 341 in the bankruptcy case of G.B.S. Holding, Ltd., on
June 30, 2011, at 3:00 p.m. at Office of the U.S. Trustee, 701
East Broad St., Suite 4300, in Richmond, Virginia.

Proofs of claim are due by Sept. 28, 2011.  Complaint for
Determination of Dischargeability of Debt are due by Aug. 29,
2011.

                         About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.

In its petition, the Debtor estimated assets of $50 million to
$100 million and debts $10 million to $50 million.  The petition
was signed by George B. Sowers, Jr., president, who serves as the
Debtor's designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd. owns
50% of Roseland Village, LLC.  DurretteCrump represents also
represents Roseland Village.


GLOBAL CROSSING: Board Okays $26-Mil. Unsecured Promissory Note
---------------------------------------------------------------
The Board of Directors of Global Crossing Limited approved a
senior unsecured promissory note of the Company in the principal
amount of $26 million for the payment of dividends accrued from
Dec. 9, 2003, through March 31, 2011, on the Company's convertible
preferred stock.  The note was issued on that date to STT Crossing
Ltd., the holder of the Company's convertible preferred stock and
the controlling shareholder of the Company.  The note was reviewed
and approved by the Audit Committee of the Company's Board of
Directors.  The note has an interest rate of 9% per annum and is
payable on its maturity date of Dec. 14, 2011, or prior to the
maturity date (i) if all conditions to the consummation of the
amalgamation of the Company with Level 3 Communications, Inc.,
have been satisfied or waived, (ii) 45 days after any termination
of the amalgamation agreement relating to the amalgamation of the
Company with Level 3 prior to its consummation or (iii) if a
change of control with respect to the Company or an event of
default under the note occurs.

The Company held its Annual General Meeting of Shareholders on
June 14, 2011.  At the Annual Meeting, the Shareholders elected
Charles Macaluso and Michael Rescoe as directors for terms
expiring at the 2012 Annual General Meeting of Shareholders.  The
Shareholders approved the reduction of the Company's share premium
account by transferring US$1.2 billion to its contributed surplus
account.  The proposal to appoint Ernst & Young LLP as the
independent registered public accounting firm of the Company for
the year ending Dec. 31, 2011, and to authorize the Audit
Committee of the Company to determine their remuneration was
approved.  The Stockholders approved, by a non-binding advisory
vote, the Company's executive compensation.  The Stockholders
approved the proposal to hold an advisory vote on the Company's
executive compensation every year.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The Company's balance sheet at March 31, 2011, showed $2.26
billion in total assets, $2.78 billion in total liabilities and a
$525 million total shareholders' deficit.


GPS TECHNOLOGIES: Fed. Circ. Upholds Dismissal of Golf GPS IP Suit
------------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the Federal Circuit
on Wednesday affirmed the dismissal of now-bankrupt GPS
Technologies Inc.'s golf distance sighting patent infringement
suit against Skyhawke Technologies LLC and other defendants,
affirming a Dallas federal judge's 2009 ruling that the plaintiff
didn't control the patent.  Law360 says the appellate panel's
decision came without an attached opinion and marked a victory for
Skyhawke and other defendants including Altex Corp. and GPS Golf
Pro LLC.


GREAT ATLANTIC: Court Approves SuperFresh Asset Sale
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
three Great Atlantic & Pacific Tea Company motions to sell the
assets of certain of the Company's SuperFresh banner stores
located in the Maryland/D.C. area (Southern Stores) to the highest
and best bidder.

According to BData, the Court approved: (I) the sale of certain
prescription drug inventory and pharmacy customer records assets
located at the seven Southern Stores to Safeway, Inc.; Walgreens
Co. and Maryland CVS Pharmacy, L.L.C.; (II) the assumption and
assignment of a lease agreement between A&P and landlord Englar
Center Limited Partnership and (III) the sale of the Debtors'
leasehold interest, inventory, furnishings, equipment and pharmacy
assets of the SuperFresh Ellicott City, Maryland store location to
SUPERVALU INC.

                   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.


GREEN MOUNTAIN: Moody's Assigns 'Ba2' Rating to Bank Facility
-------------------------------------------------------------
Moody's Investors Service, Inc. assigned a Ba2 rating to the
senior secured debt ratings on Green Mountain Coffee Roasters,
Inc.'s amended and extended $1.25 billion bank facility and
affirmed the company's Ba3 Corporate Family Rating and B1
Probability of Default Rating. Moody's also upgraded the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating
outlook is stable.

The Ba2 ratings assigned to the senior secured debt (compared with
the prior withdrawn ratings of Ba3) and the upgraded SGL ratings
reflect improvements to the collateralization for the company's
secured debt and the enhanced liquidity profile that resulted from
the recent common equity sale earlier this month that raised $689
million. A portion of the proceeds from the equity offering were
used to repay $350 million of the company's $549 million senior
secured Term Loan B bank facility, which reduced the amount of
outstanding senior secured debt to about $630 million, or 4.9% of
its total market capitalization, and reduced debt /EBITDA to about
1.6 times. The increased amount of collateral relative to the
amount of remaining secured debt resulted in an upgrade to those
debt instruments. The remaining outstanding amounts under the Term
Loan B will be repaid as part of a proposed amendment to the
existing $1.45 billion of senior secured facilities.

Under the proposed amendment, the current bank facilities
consisting of a $650 million revolving credit facility, a $250
million Term Loan A, and a $550 million Term Loan B, will be
amended to expand the revolving credit facility to $1 billion and
to repay the $550 million Term Loan B, resulting in a $200 million
reduction of the total facility size to $1.25 billion from $1.45
billion. The new revolving credit facility will include a line for
multi-currency borrowings of at least $200 million, the size of
the line included in the existing revolving credit facility.
Pricing will be reduced and the maturity date will be extended to
June 2016 from December 2015. Upon closing of the amendment,
expected by the end of June 2011, the ratings on the Term Loan B
will be withdrawn.

RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects the expanding base and
growing retail acceptance of GMCR's category-leading Keurig
single-cup brewers, which in turn drive sales of its high-margin
K-Cup portion packs. The rating also reflects the company's
aggressive growth strategy that has involved the rapid
consolidation of K-Cup licensees in recent years and the formation
of key strategic partnerships that Moody's expects to spur
incremental demand for Keurig brewers and K-Cups.

GMCR's rapid organic growth (over 50% rate) has placed heavy
demands on its highly concentrated supply chain and distribution
network. These demands will likely intensify in the coming year as
the company implements recently announced strategic partnerships
with Dunkin Donuts, Starbucks and ConAgra Foods to provide
selected brands in the K-Cup single-serve format. Moody's expects
these strategic partnerships to build consumer awareness of the
single-serve brewing format and to expand GMCR's loyal base of K-
Cup consumers.

Although gross cash flows have grown rapidly, the incremental
working capital and plant expansion required to keep up with rapid
demand growth has consumed substantially all of GMCR's operating
cash flow.

The resulting negative free cash flows are likely to persist for
the foreseeable future. However, the recent cash equity raised
provides important financial cushion that should allow GMCR to
fund its rapid growth while maintaining modest financial leverage.

GMCR could face direct competition in the manufacturing and
marketing of K-Cups as early as 2012, when two principal patents
expire. This will open the door for other coffee makers to produce
their own version of K-Cups, royalty-free. Moody's expects that
over time this will lead to a gradual decline in the company's K-
Cup market share and profit margins. But if the product category
continues to expand at its current rate, GMCR may be able to grow
earnings for the foreseeable future, although at a slower rate. It
is not clear whether its strategic relationships with other coffee
makers will provide material protection against K-Cup competition
after patent expiration, but Moody's assumes that its most capable
partners will secure their right to exit the relationship under
certain conditions.

Ratings assigned:

Green Mountain Coffee Roasters, Inc.

   -- $1,000 million of amended senior secured revolving credit
facilities expiring June 2016 at Ba2 (LGD 2, 27%);

   -- $250 million amended senior secured bank Term Loan A
expiring June 2016 at Ba2 (LGD 2, 27%);

Ratings upgraded:

   -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

Ratings affirmed:

   -- Green Mountain Coffee Roasters, Inc.

   -- Corporate Family Rating at Ba3;

   -- Probability of Default Rating at B1;

Ratings to be withdrawn:

Green Mountain Coffee Roasters, Inc.

   -- $550 million senior secured bank Term Loan B expiring
December 2015 at Ba3 (LGD 3, 30%).

The SGL-2 rating is based on Moody's expectation that GMCR will
have adequate liquidity over the next twelve months, but may rely
on seasonal borrowings to fund growth-related working capital
needs and capital investments. Working capital needs typically
peak near the end of the fourth quarter as the company builds
brewer inventory for the holiday season. Given the company's high
demands for growth capital, Moody's does not anticipate positive
free cash flow in the near-term.

The Ba2 ratings assigned to the bank debt instruments reflect both
the overall probability of default (as reflected in the B1 PDR)
and a below-average mean family loss given default assessment of
35% (or an above-average mean family recovery estimate of 65%), in
line with Moody's LGD Methodology and typical treatment for an
all-first-lien bank senior secured debt capital structure.

The principal methodology used in rating Green Mountain Coffee
Roasters, Inc. was Global Packaged Goods Industry published in
July 2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009

A rating upgrade is unlikely to occur until GMCR is generating
positive free cash flow on a sustained basis, which Moody's does
not expect to occur in the near-term. The company would also need
to improve the diversity and robustness of its supply chain and
distribution networks before Moody's would consider an upgrade.
The company would also need to resolve the ongoing SEC inquiry and
the uncertainty related to upcoming patent expirations.
Quantitatively, a rating upgrade would require debt / EBITDA to be
sustained below 3.5 times.

Ratings could be downgraded if liquidity erodes and/or GMCR faces
deteriorating operational performance, including a major decline
in i) installed base of active Keurig coffee brewers; ii) gross
margins; or iii) GMCR's K-Cup sales. A downgrade may also occur if
the company experiences a major disruption in its supply chain or
distribution network, or if the ongoing SEC inquiry has a
significantly more negative outcome than Moody's is anticipating.
Quantitatively, ratings could be downgraded if management pursues
more debt-financed acquisitions or if debt-to-EBITDA rises above
4.0 times.

Corporate Profile

Green Mountain Coffee Roasters, Inc. based in Waterbury, Vermont,
is a manufacturer of specialty coffee and other hot beverages, and
single serve coffee brewing systems. The company's operations are
managed through two business units. The Specialty Coffee business
unit produces coffee, tea and hot cocoa from its family of brands,
including Tully's Coffee(R), Green Mountain Coffee(R), Newman's
Own(R) Organics coffee, Timothy's World Coffee(R), Diedrich(R),
and Van Houtte(R). The Keurig business unit manufactures gourmet
single-cup brewing systems and GMCR produces the K-Cup(R) portion
packs for Keurig(R) Single-Cup Brewers. Sales for the last-twelve
months ended March 26, 2011 were $1.9 billion.


GYRO-TRAC (USA): Emerges From Chapter 11 Bankruptcy
---------------------------------------------------
Gyro-Trac Corporation reports that Gyro-Trac has successfully
emerged from Chapter 11 bankruptcy effective May 31, 2011,
following entry of the final decree closing case by the Honorable
David R. Duncan of the U.S. Bankruptcy Court for the District of
South Carolina.

The Plan confirmed by the bankruptcy court in December 2010
provides that the Gyro-Trac entities will be merged into a single
entity known as Gyro-Trac, Inc.  Daniel Gaudreault, president and
CEO of the companies, will own 100% of the stock in the new
entity.  The Debtor will also use the manufacturing equipment
purchased in the liquidation of Usitech Nov, Inc., a Canadian
company owned by the Labbe family and Mr. Gaudreault, to begin
manufacturing its own equipment, which it will then market
and sell.  The Debtor also proposes a change to a "cash and carry"
model, in which the Debtor will require customers to pay cash for
purchases whenever possible.

The Plan proposes to pay BMO's claim in full over six years.  BMO
will receive a $250,000 payment plus an assignment, within 30 days
of the Plan's effective date, of a promissory note from Tremblay &
Sons currently owned by the Debtor and worth about $450,000.  BMO
will also receive a percentage of the proceeds of any equipment
sold by Debtor during the first three years of the plan.  Three
years after the effective date, the balance then owed to BMO will
be paid in quarterly installments over a three year period.
Interest will be paid at 0.5% above BMO's prime rate.

Gyro-Trac (USA), Inc., Gyro-Trac West Coast, Inc., and Gyro-Trac,
Inc., filed for Chapter 11 relief (Bankr. D. S.C. Case No.
10-01908) on March 17, 2010.


HANMI FINANCIAL: To Offer $75 Million of Common Stock
-----------------------------------------------------
Hanmi Financial Corporation commenced an underwritten public
offering of approximately $75 million of its common stock.  FBR
Capital Markets & Co. will act as sole book-running manager in
connection with this public offering.  The Company expects to
grant the underwriter a 30-day option to purchase up to $11.25
million of additional common stock, solely to cover over-
allotments, if any.

The Company intends to contribute a substantial portion of the net
proceeds from the offering to Hanmi Bank as additional capital and
to support future organic and acquisition driven growth.  The
Company intends to retain the remaining net proceeds at the
Company level for use as working capital and other general
corporate purposes.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and has become
effective.

                      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.


HARRY & DAVID: PBGC Fights Lower $44-Mil. Pension Claim
-------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the Pension Benefit
Guaranty Corp. fought back Friday against Harry & David Holdings
Inc.'s bid to have a Delaware bankruptcy court lower PBGC's
anticipated $44 million claim over the proposed termination of the
fruit basket seller's pension plan.

According to Law360, PBGC objected to the claim determination just
one day after it challenged Harry & David's disclosure statement,
saying the statement failed to explain why Harry & David met the
standard for distress termination of its pension plan or how
disputed claims in the company's bankruptcy would be processed.

                          About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

The Debtors' proposed Plan of Reorganization will allow the
Company to convert all of its approximately $200 million of
outstanding public notes into equity of the reorganized company.
The Plan also includes an equity capital raise that will generate
$55 million in equity financing upon the Company's emergence from
chapter 11.  The Plan has the support of the Official Committee of
Unsecured Creditors and the holders of approximately 81% of the
Company's public notes.


HEARUSA INC: Seeks to Hire Ehrenstein Charbonneau as Attorney
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that HearUSA Inc. seeks to hire
Ehrenstein Charbonneau Calderin as attorney.  The company filed
its application on May 26 with the U.S. Bankruptcy Court in West
Palm Beach, Fla.

                          About HearUSA

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

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

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HERCULES OFFSHORE: Files Fleet Status Report as of June 20
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of June 20, 2011), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for May 2011,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/lutMFq

                      About Hercules Offshore

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

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

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

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

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


HORIZON LINES: Further Extends Subscription Deadline to June 24
---------------------------------------------------------------
Horizon Lines, Inc., entered into a second amendment with certain
holders of a majority of its unsecured 4.25% convertible senior
notes due 2012, to the previously announced Restructuring Support
Agreement, dated June 1, 2011, as amended by the First Amendment
to the Restructuring Support Agreement, dated June 10, 2011.  The
Amendment was entered into to extend, from June 17, 2011 to
June 24, 2011, (i) the deadline by which the Company is to receive
subscription commitments for $350 million in aggregate principal
amount of the Company's 9.0% senior secured notes to be issued and
sold to the Exchanging Holders and (ii) the Exchanging Holders'
and the Company's continued support for the recapitalization and
to allow the parties to discuss certain modifications to the terms
of the recapitalization.

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

                        http://is.gd/oXlQ2o

                        About Horizon Lines

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

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

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

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

                          *     *     *

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

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


HOWARD MARKS: In Chapter 11; Owes $14.4-Mil. to Quinn Family
------------------------------------------------------------
Wayne Faulkner at StarNewsOnline reports that Howard F. Marks Jr.
and his wife, Sandra F. Marks, filed for Chapter 11 bankruptcy
protection in U.S. Bankruptcy Court for Eastern North Carolina,
owing tens of millions of dollars in connection with the Mason
Landing Yacht Club development in Wilmington, retail developments
in Wilmington, an industrial warehouse, and ventures in Watauga
County.

According to the report, the largest claim, for $14.4 million, was
by the Quinn Family, which holds a note for Mason Landing Yacht
Club, off Middle Sound Road in Wilmington.  The Markses owe RBC
Centura Bank (predecessor to RBC Bank) $3.8 million in connection
with Masonboro Retail Partners LLC and Masonboro Corner Market
Partners.  Another claim, for $2.28 million, was filed by Carolina
First Bank in connection with debt on a warehouse facility.

StarNewsOnline, citing court documents, says, in Watauga County,
Community One Bank filed a claim of $9.6 million in connection
with Boone Station Partners LLC.  The Markses owe $1.46 million on
a note by First Bank for the Lodges at Winkler Creek LLC, and $1.2
million to Blue Ridge Savings, also in connection with Lodges at
Winklers Creek.

Park Sterling Bank is owed $1.9 million in connection with New
Anchor Medical Holdings LLC, according to StarNewsOnline.

Howard Marks, along with his wife, sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 11-03636) on May 10, 2011.


INDIAN NATIONAL: Montana Judge Won't Dismiss Chapter 11 Case
------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied a motion filed by the
Apache Gold Casino Resort seeking dismissal of the Chapter 11 case
of Indian National Finals Rodeo, Inc., and Indian National Finals
Rodeo Association Inc., for bad faith under 11 U.S.C. Section
1112(b)(4).  The Court held that Apache Gold failed to satisfy its
burden of proof to show that the Debtor filed the Chapter 11
petition in bad faith.  The Court finds that the Debtor is not
attempting to unreasonably deter and harass creditors, but rather
is attempting to effect a speedy, efficient reorganization on a
feasible basis.

The Debtor filed its Disclosure Statement and Chapter 11 Plan of
Reorganization on March 3, 2011.  The Disclosure Statement
provides income and expenses for the 2010 finals rodeo, but not
for other years.  The Plan has two classes of claims: Class One
which is the allowed unsecured claim of Apache Gold, and Class Two
comprised of allowed unsecured claims of less than $10,000.  Under
the Plan, Apache Gold will be paid an aggregate of 50% of its
allowed claim of $275,000, or $137,500, payable over seven annual
installments of $19,643 starting Dec. 1, 2012, and for six more
years thereafter. The Plan further provides that Apache Gold's
judgment will be extinguished on the effective date of the Plan
and be void, discharge and unenforceable.  Class Two will be paid
the full amounts of their allowed claims without interest in eight
annual installments, or alternatively 50% of the claims in three
annual installments, beginning Dec. 1, 2011.

Apache Gold is represented in the case by:

          Gary S. Deschenes, Esq.
          DESCHENES & SULLIVAN LAW OFFICES
          309 1st Avenue North
          Great Falls, MT 59401-2505
          Tel: (406) 761-6112

A copy of Judge Kirscher's June 20, 2011 Memorandum of Decision is
available at http://is.gd/ITI8LAfrom Leagle.com.

Indian National Finals Rodeo, Inc., was founded in 1976 to promote
Native American rodeo.  It filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case No. 10-31085) on Nov. 5, 2010, estimating assets and
debts of less than $1 million.  Debt includes a $275,000 balance
on a lease with the Apache Gold Casino Resort in San Carlos,
Ariz., east of Phoenix.  A copy of the Debtor's petition is
available at http://bankrupt.com/misc/nvb10-31085.pdf

The case was transferred to the Bankruptcy Court in Montana
(Bankr. D. Mont. Case No. 11-60113-11) by order of the Nevada
bankruptcy court on Jan. 25, 2011.

Apache Gold filed the only Proof of Claim in the case, on May 19,
2011.  Claim No. 1 asserts an unsecured nonpriority claim for
$340,094.66 based on a San Carlos Tribal Court judgment -- plus
interest and attorney fees -- against INFR based on unpaid
settlement.  That judgment was entered in the Eighth Judicial
District Court, Clark County Nevada as a foreign judgment in case
no. A-106-26221.


INVENTIV HEALTH: Moody's Lowers CFR to 'B3'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of inVentiv Health Inc. to B3 from
B2 following the announced acquisition and planned financing of
PharmaNet Development Group. In addition, Moody's assigned a B1 to
the company's new proposed $245 million term loan tranche and a
Caa2 to its new proposed $390 million senior note offering.
Ratings are subject to receipt and review of final documentation.
Concurrently, Moody's changed the company's Speculative Grade
Liquidity Rating to SGL-3 from SGL-2. The company's existing term
loan and revolver ratings were downgraded to B1 from Ba3, and its
existing senior notes ratings were downgraded to Caa2 from Caa1.
The rating outlook is stable. This concludes the rating review
that was initiated on May 18, 2011. PharmaNet's existing ratings,
including its B3 CFR and PDR and B3 senior notes (second lien) are
expected to be withdrawn following the close of the transaction.

These ratings were assigned:

   -- inVentiv Health, Inc.

   -- New $245 million term loan tranche at B1 (LGD 2, 25%)

   -- New $390 million unsecured notes at Caa2 (LGD 5, 81%)

The following ratings were downgraded:

inVentiv Health, Inc.

   -- Corporate Family Rating to B3 from B2

   -- Probability of Default Rating to B3 from B2

   -- $130 million (upsized from $100 million) senior secured
revolver expiring 2015 to B1 (LGD 2, 25%) from Ba3 (LGD 3, 31%)

   -- $210 million delayed draw term loan due 2016 to B1
(LGD 2, 25%) from Ba3 (LGD 3, 31%)

   -- $525 million senior secured term loan due 2016 to B1
(LGD2, 25%) from Ba3 (LGD3, 31%)

   -- $105 million senior secured term loan due 2016 to B1
(LGD2, 25%) from Ba3 (LGD3, 31%)

   -- $275 million unsecured notes due 2018 to Caa2 (LGD5, 81%)
from Caa1 (LGD5, 86%)

   -- $160 million unsecured notes due 2018 to Caa2 (LGD5, 81%)
from Caa1 (LGD5, 86%)

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

RATINGS RATIONALE

The B3 Corporate Family Rating reflects high financial leverage
and integration risk associated with the PharmaNet acquisition,
which is coming on the heels of the recent i3 and Campbell
acquisitions and the August 2010 LBO. In addition, Moody's
believes that there is uncertainty regarding earnings and cash
flow capabilities of the combined company especially in light of
recent quarters of negative free cash flow at inVentiv and
PharmaNet's significant customer concentration risk and limited
track record of free cash flow. The ratings are also constrained
by a number of risks inherent in the business including: project
cancellations due to FDA non-approval decisions or generic
competition of client's products, reduced client marketing
budgets, and pharmaceutical industry consolidation.

Pro forma for the acquisitions, positive factors supporting the
ratings are the significant size and scale of inVentiv, both on an
absolute basis and relative to other CROs. The ratings are further
supported by the breadth of inVentiv's diverse service offerings,
which over time could result in increased cross-selling
opportunities and stronger client relationships. The acquisitions
will add to this breadth as well as help inVentiv become a more
global company. Despite concerns regarding lack of near term
visibility, Moody's believes inVentiv should be able to generate
positive free cash flow on a normalized, run-rate basis (excluding
transaction costs, severance, restructuring, etc.) even after the
considerable increase in interest expense.

The ratings could be upgraded if the company is able to
successfully integrate PharmaNet and other transactions and
achieve expected synergies. In addition, inVentiv would need to
sustain positive free cash flow and deleverage on a sustained
basis to 6.0 times or below. If the company faces challenges in
its integration of recent transactions, including the loss of
significant contracts, or if there are any additional acquisitions
or liquidity concerns, the ratings could be downgraded.

The principal methodology used in rating inVentiv Group Holdings
was the Global Business & Consumer Service Industry Rating
Methodology published October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA, published June 2009.

inVentiv, headquartered in Burlington, Massachusetts, is a leading
provider of outsourced services to the pharmaceutical, life
sciences and healthcare industries. inVentiv provides a broad
range of clinical development, communications and
commercialization services to clients to assist in the development
and commercialization of pharmaceutical products and medical
devices. For the twelve months ended March 31, 2011, the company
reported approximately $1.06 billion in net revenues. In August
2010, inVentiv was taken private by Thomas H. Lee Partners and
Liberty Lane Partners in a transaction valued at $1.1 billion.


INVENTIV HEALTH: S&P Lowers Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Burlington, Mass.-based inVentiv Health Inc. to 'B',
from 'B+'.

"At the same time, we assigned a 'BB-' senior secured debt rating
and '1' recovery rating to the company's $245 million incremental
senior secured term loan facility due 2018. The '1' recovery
rating indicates very high (90%-100%) expectations of recovery in
the event of a default," S&P said.

Standard & Poor's also assigned a 'CCC+' senior unsecured debt
rating and a '6' recovery rating to inVentiv's new $390 million
senior unsecured notes due 2019. The '6' recovery rating indicates
negligible (0%-10%) expected recovery. "In addition, we lowered
the ratings on the existing senior unsecured notes to 'CCC+' from
'B-'," S&P said.

"We removed all ratings on inVentiv from CreditWatch, where they
were placed with negative implications on May 19, 2011, following
its announcement of its planned acquisition of PharmaNet. The
outlook is stable," S&P related.

"The speculative-grade ratings on pharmaceutical contract services
provider inVentiv Health reflect its highly leveraged financial
risk profile, highlighted by pro forma adjusted debt leverage of
slightly under 6x and integration risk associated with its
acquisitive nature," said Standard & Poor's credit analyst Arthur
Wong. "Another factor is the improving -- but still uncertain --
environment for outsourced pharmaceutical services. These concerns
are partly offset by inVentiv's fair business risk profile, given
its solid position in the outsourced pharmaceutical communications
market, its growing breadth of services offered, and our favorable
long-term view of industry growth prospects."


JACKSON HEWITT: Creditors Seek Hearing Continuation
---------------------------------------------------
BankruptcyData.com reports that Jackson-Hewitt Tax Service's
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a motion for an order to continue the final
hearing currently scheduled for June 22, 2011 to no sooner than
June 30, 2011.

The committee asserts, "At the Final Hearing, the Debtors seek
substantive relief that may irreparably impair the rights of
creditors.  The Committee and its professionals have not had
sufficient time to understand, analyze and respond to the pending
requests for relief. Allowing the Final Hearing to proceed as
scheduled would be inequitable and highly prejudicial to creditors
in these cases."

                    About Jackson Hewitt Tax Service

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

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

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

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

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

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

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


JCK HOTELS: To Start Interest-Only Payment Under Mortgage in July
-----------------------------------------------------------------
JCK Hotels, LLC, said in court papers it will commence in July to
make interest-only payments to mortgage lender LBUBS 2005-C2 Mira
Mesa Limited Partnership at the contractual interest rate of
5.99%, additionally.  The payments, the Debtor said, will be in
exchange for the right to use hotel revenues to finance its
operations while in chapter 11.

Upon filing for bankruptcy, JCK Hotels, formerly known as Mira
Mesa Hotels, LLC, sought permission to use the revenues and other
cash collateral to pay its ordinary and necessary expenses, pay
its employees and pay its operational expenses as outlined on a
budget.  The Debtor said cash is critical and any disruption to
its use of cash collateral may inhibit its ability to complete
renovations and could potentially result in the termination of its
franchise agreements, which would negatively impact its ability to
reorganize.

The Debtor operates the Holiday Inn Express Mira Mesa Hotel and
the Comfort Suites Mira Mesa Hotel, located at 9880 and 9888 Mira
Mesa Blvd., in San Diego, California.  The Hotels are operated
under licensing and franchise agreements with Holiday Inn Express
and Comfort Suites.  Since 2008, and pursuant to the Franchise
Agreements governing the Debtor's use of certain intellectual
property and operation of the Hotels, the Debtor has undertaken
substantial upgrade projects at the Hotels as required by a
"Property Improvement Plan."  So far, the Debtor has expended
roughly $1.5 million to remain in compliance with the Franchise
Agreements.

The Holiday Inn Express renovations are nearly 95% complete,
requiring only the completion of administrative issues and payment
of the balance for certain fees and goods.  The Comfort Suites
renovation is approximately 50% complete, with 71 of the 132 units
completely renovated in accordance with the Property Improvement
Plan.  The remainder of the units are scheduled to be renovated by
summer of 2012.

While trying to comply with the Franchise Agreements and the
Property Improvement Plan, the Debtor defaulted on a mortgage
purportedly owned by LBUBS.  The lender commenced foreclosure
proceeding on the Hotels, and scheduled a foreclosure sale for
June 6, 2011, prompting the Debtor to file for Chapter 11.

As of the Petition Date, the Debtor owed roughly $13 million to
LBUBS.  The LBUBS Debt is secured by senior liens pursuant to a
deed of trust recorded against the Debtor's real property,
including the Hotels, as well as multiple UCC-1 financing
statements and assignment purportedly filed against substantially
all of the Debtor's assets.

The Debtor also has two separate business loans totaling $750,000
with Pacific Western Bank, which are also secured by liens on all
of the Debtor's personal property assets.

The Debtor's management has prepared a six-month budget. The
operating results detailed in the Budget establish that the Debtor
anticipates generating net income for the year 2011.

The Debtor said the Hotels are generating progressively more
income as the renovations continue.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.

Both Hotels are projected to produce positive net income in most
every remaining month of 2011. Over the next year, the Debtor's
operational income will continue to increase as expenses incurred,
and income lost, due to the renovations are minimized.

The Debtor proposes to provide LBUBS and PWB a replacement lien
against post-petition cash, accounts receivable, and inventory,
and related proceeds.  The Debtor, among others, will also
continue to make the monthly payment to PWB.

Tiffany L. Carroll, acting United States Trustee for the Southern
District of California, said she doesn't oppose the request of JCK
Hotels, LLC, to use cash collateral as long as it makes sure that
its budget includes fees owed to the U.S. Trustee.  Additionally,
to the extent the Debtor intends to pay legal and accounting fees
as outlined in the budget, the U.S. Trustee requests that no
payment of any fees be authorized except after entry of orders
authorizing employment and approving fee applications of any
professionals.

                         About JCK Hotels

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated assets and debts between $10 million to
$50 million.  While no formal appraisal has been done recently,
the Debtor believes the fair market value of both Hotels exceeds
$18 million.  The petition was signed by Charles Jung, managing
member.


JCK HOTELS: Sec. 341 Creditors' Meeting Set for July 12
-------------------------------------------------------
Tiffany L. Carroll, acting United States Trustee for the Southern
District of California, will hold a Meeting of Creditors pursuant
to 11 U.S.C. Sec. 341(a) in the bankruptcy case of JCK Hotels,
LLC, formerly known as Mira Mesa Hotels, LLC, on July 12, 2011, at
11:00 a.m. at Suite 660 (B), Hearing Room B, Emerald Plaza
Building (Ch11).

Objections for Discharge are due by Sept. 12, 2011.

                         About JCK Hotels

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated assets and debts between $10 million to
$50 million.  While no formal appraisal has been done recently,
the Debtor believes the fair market value of both Hotels exceeds
$18 million.  The petition was signed by Charles Jung, managing
member.


JEFFERSON COUNTY, ALA: Gov. Bentley Wants to Discuss Bankruptcy
---------------------------------------------------------------
American Bankruptcy Institute reports that Alabama Gov. Robert
Bentley on Friday said that he intends to meet with Jefferson
County commissioners and state lawmakers who represent the county
to discuss options, including bankruptcy, for dealing with the
financial problems of the county sewer system.

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.


JOE TECCE'S: Big Dig Blamed for Chapter 11 Filing
-------------------------------------------------
Joe Tecce, Inc., doing business as Joe Tecce's Ristorante & Cafe,
sought Chapter 11 protection (Bankr. D. Mass. Case No. 11-15320)
on June 2, 2011.  See http://bankrupt.com/misc/mab11-15320.pdf

Jenn Abelson at Boston.com reported early this month that Joe
Tecce's Ristorante was filing for bankruptcy after falling more
than $500,000 in debt because of the massive disruption caused by
the Big Dig.

According to the report, sales fell 50% at the restaurant during
the worst of the Big Dig -- when jackhammers pierced the air, dust
covered the streets, and finding parking was considered a miracle.
While many other shops closed down, members of the Tecce family
used personal funds to keep the restaurant going and make repairs,
according to John Morrier, the restaurant's bankruptcy attorney.

But the money, Boston.com relates, has dried up and the restaurant
has fallen behind on expenses after a tough winter.  Joe Tecce's
owes about $300,000 to suppliers, vendors, and utilities and
roughly $200,000 in unpaid meal, property, and payroll taxes, the
report quotes Mr. Morrier as saying.

Mr. Abelson relates that the Tecces are planning to reorganize the
company, founded by their father in 1948, under Chapter 11 --
which means the restaurant would continue to operate and fans of
its signature antipasto alla Tecce or lobster fra diavolo would
not have to do without.

The reorganization would come about six years after Joe Tecce's
filed an estimated $20 million lawsuit against the Massachusetts
Turnpike Authority, alleging it caused a loss of business and
seeking damages.


JOY INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joy Investment Group, LLC
        1410 S Olive St.
        Los Angeles, CA 90015

Bankruptcy Case No.: 11-36576

Chapter 11 Petition Date: June 20, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St. Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Scheduled Assets: $2,178,250

Scheduled Debts: $7,019,550

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-36576.pdf

The petition was signed by Jay No, member.


KLADEK INC: Daughter to Take Over Ownership of Gentleman's Club
---------------------------------------------------------------
Inver Grover Heights Patch reports that more than two years after
the longtime King of Diamonds Gentlemen's Club owner sold the
business to his ex-wife, Susan Kladek, the business is changing
hands once more.  Under an amended Chapter 11 bankruptcy
reorganization plan filed on April 18, all of the shares for
Kladek, Inc. would be transferred from Susan Kladek and Larry
Kladek to Larry's daughter, Debra Kalsbeck.  Ms. Kalsbeck would
then become president of the company, and would take over the
responsibility for management and business decisions for King of
Diamonds.  Before the change of ownership can be completed,
however, the Inver Grove Heights City Council must approve the
transfer of the King of Diamond's on-sale liquor license.  A
public hearing was scheduled for June 13.

Founded in 1965, the King of Diamonds bills itself as a totally-
nude gentlemen's club. The business is located at the intersection
of Concord Boulevard and River Road in Inver Grove Heights,
Minnesota.

Kladek, Inc., dba King of Diamonds filed for Chapter 11 bankruptcy
protection on July 9, 2011 (Bankr. D. Minn. Case No. 10-35032).
Judge Robert J. Kressel presides over the case.  Kenneth Corey-
Edstrom, Esq., at Larkin Hoffman Daly & Lingren Ltd., represents
the Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


LA BOTA: Unsecureds to Receive Monthly Payments Over 60 Month PD.
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 7, 2010,
La Bota Development Company, Inc., and Laredo Rock Tech Sand &
Gravel, L.P., submitted to the U.S. Bankruptcy Court for the
Southern District of Texas a proposed plan of reorganization and
an explanatory disclosure statement.

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

On June 9, 2011, the Debtors filed a First Amended Joint Plan of
Reorganization.

The First Amended Joint Plan proposes to satisfy (i) all allowed
secured claims to the extent of the value of their collateral;
(ii) all administrative claims to be be paid under the terms of
the First Amended Joint Plan from the Distributable Proceeds; and
(iii) all allowed unsecured claims of both La Bota and Rock Tech
to be paid in full from the Distributable Proceeds.

Satisfaction of La Bota's creditor's claims will be derived from
the transfer of certain real property and post-confirmation
operating revenue.  Payment of Rock Tech's Creditor's claims will
be derived from post-confirmation operating revenue and other
monies that may be available to satisfy the indebtedness.  For the
purpose of the First Amended Joint Plan, La Bota's gross operating
proceeds after the deduction of monthly operating and other
expenses, will be referred to as the Distributable Proceeds of La
Bota.  Rock Tech's post-confirmation income will be be referred to
as the Distributable Proceeds of Rock Tech.

All expenses of administration will  be paid out of the respective
Debtor's Distributable Proceeds.  Certain expenses will be subject
to Court approval.  The Court will retain jurisdiction over the
estate until substantial consummation has occurred.  All of La
Bota's obligations for taxes will be satisfied under Section
1129(a)(9)(c) from the Distributable Proceeds of La Bota.

Allowed General Unsecured Claims will be be paid in full by
monthly payments over the course of sixty (60) months.  The
interest rate will be be zero.

It is anticipated that if all claims are allowed, the total
payment to La Bota's Allowed General Unsecured Claims will be
approximately $1,000 per month, and the total payment to Rock
Tech's Allowed General Unsecured Claims will be less than
$1,500.00 per month.

Equity interest owners in La Bota and Rock Tech will retain their
respective equity interests.

A copy of the First Amended Joint Plan is available at:

    http://bankrupt.com/misc/labota.firstamendedjointplan.pdf

                    About La Bota Development

Sugar Land, Texas-based La Bota Development Company, Inc.,
is a real estate development company that owns and sells
residential and commercial real estate to developers.  It also
owns a mobile home park in Nueces County, Texas and a mini-storage
facility in Harris County, Texas.

La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 10-20376) on May 3, 2010.  The Company estimated
$50 million to $100 million in assets and $10 million to
$50 million in liabilities in its petition.

Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines,
extracts and sells sand and gravel in Webb County, Texas.  Laredo
Rock filed a separate petition for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. S.D. Tex. Case No.
10-20377).  In its petition, the Debtors disclosed assets of
$1,244,770 and debts of $1,501,506.

The cases are jointly administered under Case No. 10-23076.

Wayne Kitchens, Esq., Steven Shurn, Esq., and Simon Mayer, Esq.,
at Hughes Watters and Askanase, in Houston, represents the Debtors
as counsel.

LA DODGERS: Owner Mulls Bankruptcy, White & Case Lawyer Says
------------------------------------------------------------
Thomas Lauria, Esq., at White & Case LLP, told The Deal's Katie
Roof in an interview that Los Angeles Dodgers owner Frank McCourt
is considering a bankruptcy filing for the baseball club.

"There's a rumor on the street that McCourt is actively
considering putting the team into bankruptcy to try to re-grab
control," Mr. Lauria said.

Mr. Lauria advised the investor group that acquired the Texas
Rangers in a bankruptcy-sanctioned auction last year.

Mr. Lauria told Ms. Roof the Rangers case set a precedent.  He
said, "Just because baseball says these are the guys we want to
own the team doesn't necessarily mean that in bankruptcy they will
be the guys who own the team. That question still remains to be
decided."

As widely reported, former Dodgers star Orel Hershiser is teaming
up with Steve Garvey to purchase the team if it goes on sale.  Mr.
Hershiser was the 1988 World Series MVP.

Major League Baseball appointed Tom Schieffer to act as a trustee
overseeing the Dodgers' finances in April amid Mr. McCourt's
ongoing divorce proceedings.  Attorneys for Mr. McCourt and his
former wife Jamie McCourt are currently in settlement talks.

ESPN the Magazine's Molly Knight reported Mr. McCourt was able to
meet the team's latest payroll on June 15 with cash advances drawn
from the team's corporate sponsors, but it's not known whether he
will be able to make payroll again June 30.  Ramona Shelburne at
ESPNLosAngeles.com said should Mr. McCourt fail to make payroll,
the league would cover it for him and likely seize the team
formally.


LADY FOREST: Eileen N. Shaffer OK'd to Represent Ch. 7 Trustee
--------------------------------------------------------------
The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized J. Stephen Smith, the
Chapter 7 trustee in the case of Lady Forest Farms, Inc., to
retain Eileen N. Shaffer, as his counsel.

Ms. Shaffer will advise the trustee in the administration of the
estate, to attend hearings, question the Debtor and various
witnesses, prepare petitions and orders, and determine the
priority of creditors.

As reported in the Troubled Company Reporter on June 15, 2011,
the Court approved the Debtor's request to convert its Chapter 11
bankruptcy case to Chapter 7 liquidation.

The best of the trustee's knowledge, Ms. Shaffer is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Chapter 7 trustee has also obtained approval to hire Stephen
Smith & Company, P.C., as his certified public accountant to
perform accounting services as may become necessary to finalize
matters pertaining to the bankruptcy estate.

                      About Lady Forest

Forest, Mississippi-based Lady Forest Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11-
01259) on April 5, 2011.  Affiliate Forest Packing Company filed a
separate Chapter 11 petition (Bankr. S.D. Miss. Case No. 11-00627)
on Feb. 21, 2011.  The Debtors won approval to hire Craig M. Geno,
Esq., at Harris Jernigan & Geno, PLLC, as bankruptcy counsel.
Lady Farms estimated its assets and debts at $10 million to $50
million.


LAKE PLEASANT: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Lake Pleasant Group, LLP,
have expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Phoenix, Ariz.-based Lake Pleasant Group, LLP, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on
April 13, 2011.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate DLGC II, LLC (Bankr. D. Ariz. Case No. 11-10174) filed a
separate Chapter 11 petition on April 13, 2011.


LAKOTA CANYON: Taps George Mason to Handle Reorganization Case
--------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Lakota Canyon Ranch
Development, LLC, to employ George Mason Oliver and Oliver &
Friesen, PLLC, to represent it throughout the Chapter 11
proceeding.

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

                          About Lakota Canyon

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

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  Kathy Webb has been assigned as Case Manager.  The
Company disclosed $34,406,128 in assets and $23,001,184 in
liabilities.


LAKOTA CANYON: Bank Succeeds in Moving Case Venue to Colorado
-------------------------------------------------------------
Bankruptcy Judge Randy D. Doub of the U.S. Bankruptcy Court for
the Eastern District of North Carolina transferred the venue of
Lakota Canyon Ranch Development, LLC's Chapter 11 bankruptcy case
to the U.S. Bankruptcy Court for the District of Colorado, at the
behest of Alpine Bank.  The Bankruptcy Administrator supports the
venue transfer.

According to Judge Doub, it is undisputed that the Debtor's
principal assets are located in Colorado.  The Debtor's schedules
list multiple pieces of real property with the total current value
listed at $34,037,043.  The properties consist of a golf course,
multiple single family properties, a recreation center,
development parcels and a duplex, all of which are located in
Colorado.  The Debtor's schedules list $369,085.43 in personal
property all of which is located in Colorado with the exception of
one BB&T bank account with deposits of $15,584.12.  Moreover, the
Debtor does not generate revenues in North Carolina.  The Debtor's
payroll and expenses are paid in Colorado.

Alpine Bank -- the largest secured creditor of the Debtor with a
claim totaling $20,015,730 -- is located in Aspen, Colorado.

A copy of Judge Doub's June 21, 2011 Order is available at
http://is.gd/mQL6ivfrom Leagle.com.

                         About Lakota Canyon

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

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  George Mason Oliver and Oliver & Friesen, PLLC,
represents the Debtor in its restructuring effort.  Kathy Webb has
been assigned as Case Manager.  The Company disclosed $34,406,128
in total assets and $23,001,184 in total debts in its schedules.


LANDMAR DEVELOPERS: City to Consider $3.5 Mil. Settlement Deal
--------------------------------------------------------------
Jeff Schmucker at the Tampa Tribune's Hernando Today reports that
the Brooksville, Florida city council will consider a $3.5 million
legal settlement stemming from the failed Southern Hills
Plantation project.  Council members will review a settlement
contract with insurance companies and others following discussions
in March and April to a lawsuit filed over unpaid performance
bonds.  Landmar Developers, which entered into a development
agreement with the city in 2003 to perform improvements to
Southern Hills Plantation, filed for Chapter 11 bankruptcy in 2008
and stalled the project.  The city foreclosed on the development
agreements that year and officials filed a lawsuit in 2010 against
Traveler's Casualty and Surety Company and Chubb Group Insurance
Companies.  Duke Energy Corporation -- the guarantor on the bonds
-- was also included in the litigation.  If approved, the
settlement money would have to be paid to the city in 10 days.


LAZY DAYS: Buys Arizona RV Site, Fires 50 Workers
-------------------------------------------------
Richard Mullins at Tampa Tribune reports that the Lazydays RV has
purchased a major RV site in Arizona and plans to open that
Western outpost by autumn.  Lazydays officials paid $9.5 million
to purchase the 86-acre Beaudry RV compound in Tucson, Ariz.  The
operation had fallen into receivership amid the economic downturn.

The deal is happening as the company decided to lay off workers in
Tampa. Lazydays on Tuesday laid off 50 workers in Tampa, primarily
in the service area, leaving the company with just over 500
employees.

                      About Lazy Days' R.V.

Lazydays(R) -- http://www.BetterLazydays.com/-- was founded in
1976 with two travel trailers and $500.  Today, the company's
focus on unparalleled customer service has made Lazydays the
largest single-site RV dealership in North America.

Lazy Days' was acquired by Bruckmann Rosser Sherrill & Co.
II LP in May 2004 in a $217 million transaction. The company has
one mobile home and recreational vehicle sales and service
center on 126 acres near Tampa, Florida.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on November 5
(Bankr. D. Del. Case No. 09-13911).  The Company's legal advisor
is Kirkland & Ellis LLP and its financial advisor is Macquarie
Capital (USA) Inc.

Lazy Days' RV Center Inc. completed its financial restructuring
and Wayzata Investment Partners LLC became majority and
controlling shareholder of the company in December 2009.


LBJ LAKEFRONT: Consents to Dismissal of Chapter 11 Case
-------------------------------------------------------
In response to the U.S. Trustee motion to dismiss case, LBJ
Lakefront Inc. declared that it does not oppose dismissal of the
bankruptcy proceeding.  However, certain matters need to be
finalized before the case can be dismissed.

Mark Curtis Taylor, Esq., at Hohmann, Taube & Summers, LLP, states
that the Debtor has submitted a proposed Judgment in the LBJ
Lakefront v. Barker Roofing adversary proceeding, which needs to
be entered prior to dismissal.

Additionally, the Debtor's counsel will be filing its Final Fee
Application no later than June 1, 2011.  The Debtor's counsel
requests the Fee Application Order be entered prior to dismissal
of the case.

                    About LBJ Lakefront Inc.

Horseshoe Bay, Texas-based LBJ Lakefront Inc. filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. W.D. Texas Case
No. 10-10023).  Mark Curtis Taylor, Esq., at Hohmann, Taube &
Summers, LLP, assists the Company in its restructuring effort.
The Company disclosed $23,421,603 in assets and $19,470,787 in
liabilities as of the Chapter 11 filing.  No trustee nor
creditors' committee has been appointed in the case.


LE-NATURE'S: Former Executive Changes Fraud Plea to Guilty
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the former chief executive
of Le-Nature's Inc., a defunct Pennsylvania soft-drink maker,
pleaded guilty Monday in federal court to three criminal counts
stemming from an alleged $806 million bank fraud.


LIQUIDATION WORLD: Big Lots to Purchase Outstanding Shares
----------------------------------------------------------
Liquidation World Inc. has announced that they have entered into a
definitive agreement pursuant to which Big Lots, Inc., will
acquire, by way of a court-approved plan of arrangement, all of
the outstanding common shares of the Company on the basis of $0.06
in cash for each common share of the Company.  On closing, Big
Lots would also satisfy all of the outstanding funded indebtedness
of the Company, including such indebtedness owing to the Company's
senior lenders, senior noteholders and junior noteholders.

The Special Committee of the board of directors of the Company
recommended that the board of directors of the Company approve the
Offer.  RBC Capital Markets has provided guidance to the board
recommending the Offer.  The board of directors of the Company
unanimously resolved to recommend to the holders of the Company's
shares that they vote FOR the Offer.  In determining to recommend
the transaction to the shareholders of the Company, the board of
directors considered a number of factors including the operational
results and the financial position of the Company.

In addition, the directors, senior officers and certain other
shareholders of the Company have entered into support agreements
with Big Lots, pursuant to which they have irrevocably agreed to
vote their shares FOR the Offer.  The aggregate number of shares
of the Company subject to support agreements represent
approximately 40% of the outstanding common shares of the Company.
Further, affiliates of two of the Company's insiders will be
providing financial support to the Company's senior lending
facility.

The Offer will be carried out by way of a statutory plan of
arrangement pursuant to the Business Corporations Act (Alberta)
and must be approved by the Alberta courts and the affirmative
vote of two-thirds of Company's shareholders present in person or
by proxy at a special meeting of security holders to be called and
held to consider the Offer.  The completion of the Offer is
subject to customary closing conditions.

The Offer is expected to close by July 31, 2011, subject to and
shortly after receipt of shareholder and court approvals.  If the
transaction is not completed by July 31, 2011, each party has a
termination right.  In addition, in certain circumstances under
which the transaction is not completed, the Company is to pay Big
Lots a break fee or its expenses.

                  About Liquidation World

Liquidation World (TSX:LQW) liquidates consumer merchandise
through 92 stores in Canada.  The Company solves asset recovery
problems in a professional manner for the financial services
industry, insurance companies, manufacturers, wholesalers and
other organizations. Liquidation World is based in Brantford,
Ontario.  The Company opened its first store in Calgary, Alberta
in 1986 and today, with more than 1,200 employees, is Canada's
largest operator of closeout retail stores.

                      *     *     *

Furniture Today says Liquidation World recently reported that its
sales in its fiscal second quarter, ended April 3, were down 21%
from a year earlier to C$30 million.  For the year to date, sales
of $73.4 million were down about 10% from C$82 million in the
first half of 2010.

According to Furniture Today, the Company recorded a net loss of
C$14 million or 47 cents per share, compared with a net loss of
C$2.9 million or 18 cents per share a year earlier.  For the first
half, the loss was C$20 million, compared with C$2.2 million for
the comparable period of 2010.

Gross margins fell from 37.4% in the second quarter of fiscal 2010
to 13.6% this year, the report notes.

Liquidation World also said it was in breach of certain loan
covenants, prompting the search for a buyer, Furniture Today adds.


LINDEN PONDS: Creditor Seeks to Slow Down Plan, Opposes Financing
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sovereign Bank is looking to
slow down Linden Ponds Inc.'s plan process, saying the company is
embarking on its case with "lightening speed."

DBR Small Cap relates that Sovereign Bank, the secured creditor
that refused to support Linden Ponds Inc.'s prepackaged
restructuring plan, is now taking aim at the retirement
community's bankruptcy financing proposal, saying the loan is
"heavily tainted" by the plan deal.

Tim McLaughlin at Boston Business Journal reports that Linden
Ponds' prepackaged plan would reduce the community's debt and
preserve the rights and services currently enjoyed by tenants.

                        About Linden Ponds

Linden Ponds is a 108-acre retirement community located in
Hingham, Mass.  It has 988 independent living units (with an
occupancy rate of 87.9%) and 132 skilled nursing beds (68%
occupancy rate).

Hingham Campus LLC, along with affiliate Linden Ponds Inc., the
owners and operators of the Linden Ponds, filed a pre-negotiated
Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in
Dallas on June 15.

Hingham Campus estimated assets and debts of $100 million to
$500 million.  Debt includes $156.4 million owing on bonds issued
by the Massachusetts Development Finance Agency, with Wells Fargo
Bank, National Association, as the bond trustee.

Paul Rundell, plan administrator of Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, signed the Chapter 11 petitions.

Erickson Retirement Communities LLC, parent of Hingham, previously
sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010)
on Oct. 19, 2009.  Erickson, the owner of 20 senior living
facilities, won approval of its reorganization plan in April 2010.
The plan provided for a sale to Redwood Capital, the highest
bidder at the auction in December 2009.  Redwood won the auction
with an all-cash bid of $365 million.

Redwood is providing $6 million in a postpetition revolving credit
facility for Hingham Campus' Chapter 11 case.  The DIP financing
will mature on Nov. 8, 2011.  The DIP financing requires a joint
hearing on the Disclosure Statement and the Plan within 120 days
of the Petition Date.


LYONDELL CHEMICAL: Workers Urge Court to Hear $10M Racism Suit
--------------------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that two African-
American employees of a Lyondell Chemical Co. affiliate asked a
New York bankruptcy judge Friday to allow their $10 million
discrimination claims against Lyondell to proceed even though they
missed several key deadlines.

Law360 says  Scotty Miller and Frederick Royster filed proofs of
claim in March 2010, eight months after the deadline to do so.
Lyondell, which emerged from Chapter 11 bankruptcy in April, has
fought the claims on the grounds that they were filed late.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MACCO PROPERTIES: U.S. Trustee Objects to Hiring of Pinkerton
-------------------------------------------------------------
Richard A. Weiland, the U.S. Trustee for Region 20, objects to the
retention of Laurence L. Pinkerton of Pinkerton & Finn, P.C., as
special litigation counsel for Macco Properties, Inc., because
Pinkerton has not disclosed all his connections to the Debtor and
other parties-in-interest.

Pinkerton currently represents Lew McGinnis, the president of
Debtor, in state court litigation.  Pinkerton also currently
represents Debtor and some of its related entities.

Mr. Weiland states that the nature, extent, and connection of
Pinkerton's representation of Lew McGinnis, the Debtor and its
related entities must be disclosed.  In addition, any claims and
counterclaims of the Debtor with and between Lew McGinnis and any
other of Debtor's related entities must be disclosed.

                      About Macco Properties

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.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MACCO PROPERTIES: Agrees to Lift Stay To Settle Litigation
----------------------------------------------------------
Cobblestone Apartments of Tulsa, LLC, and the Larry D. and
Jeanette A. Jamison Family Trust and Macco Properties, Inc., ask
the U.S. Bankruptcy Court for the Western District of Oklahoma to
approve a settlement agreement to settle a lawsuit in the Tulsa
County District Court, Case No. CJ-2009-1548.

On May 9, 2011, the jury trial against the Debtor and other
defendants commenced but the jury was unable to reach a verdict.
As a result, the parties entered into an agreement to settle the
State Court Proceeding.

The settlement provides:

     a. The parties agreed to continue the matter until a hearing
        on June 20, 2011, for the entry of a judgment against the
        Debtor and the defendant, SEP Cobblestone Apartments, LLC,
        in the sum of $400,000.  The defendants could satisfy the
        judgment by paying $300,000 on or June 20, 2011.

     b. In the event the settlement payment was not paid on or
        before June 20, 2011, the $400,000 would be entered in the
        State Court Proceeding and would constitute an unsecured
        claim in this bankruptcy proceeding.

     c. Any of the Defendants could satisfy the outstanding
        judgment amount of $400,000 prior to July 19, 2011.

     d. In the event the Defendants did not satisfy such judgment
        on or before July 19, 2011, a separate judgment would be
        entered in the State Court Proceeding against Lew S.
        McGinnis and Jennifer Price, jointly and severally, for
        $300,000.

                      About Macco Properties

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.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MADISON HOTEL: Apartment Has $6.3 Million in Debts
--------------------------------------------------
Chey Scott at Spokane Journal of Business reports that Madison
Hotel Apartments LLC, owner of a downtown Spokane apartment
building, disclosed liabilities of $6.7 million and assets of $6.3
million.  Data from the filing and from the Washington Secretary
of State Corporation Divisions' website show that the limited-
liability company is owned by Ann M. Wyman of Spokane.

Madison Hotel Apartments, LLC, filed a Chapter 11 petition (Bankr.
E.D. Wash. Case No. 11-01441) on March 24, 2011.  Barry W.
Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane,
Washington, serves as counsel to the Debtor.


MAJESTIC CAPITAL: Court Approves Michelman as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court in Poughkeepsie, New York, authorized
Majestic Capital Ltd. to hire Michelman & Robinson as special
counsel.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.


MAJESTIC TOWERS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Majestic Towers, Inc., filed with the U.S. Bankruptcy Court for he
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,000,000
  B. Personal Property            $1,685,411
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $384,353
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $8,853,111
                                 -----------      -----------
        TOTAL                     $7,685,411       $9,237,464

                   About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.


MAJESTIC TOWERS: To Pay Critical Vendor Claims and Union Benefits
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Majestic Towers, Inc., et al., to pay claims of
critical trade vendors and providers of union benefits.

The Debtors are authorized to pay, up to a maximum of $11,725 per
employee (including any amounts paid pursuant to prior orders
authorizing payment of priority claims).

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor disclosed
$7,685,411 in assets and $9,237,464 in liabilities as of the
Chapter 11 filing.


MBIA INC: BofA, UBS Ask NY's Highest Court to Reinstate Lawsuit
---------------------------------------------------------------
American Bankruptcy Institute reports that New York's highest
court was asked by Bank of America Corp., UBS AG and other
institutions to reinstate their lawsuit claiming that MBIA Inc.'s
2009 restructuring was intended to defraud policyholders.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.


MEDCORP INC: Chapter 11 Filing Stays Sale to NY Equity Fund
-----------------------------------------------------------
Medcorp, Inc., filed a Chapter 11 petition (Bankr. N.D. Ohio Case
No. 11-33239) on June 10, 2011, estimating assets and debts of up
to $50,000.  Affiliate Medcorp E.M.S. South, LLC (Bankr. N.D. Ohio
Case No. 11-33256) and Stickney Avenue Investment Properties LLC, also
filed.

Sheena Harrison at the Toledo Blade reports that MedCorp Inc.,
filed for Chapter 11 protection in U.S. Bankruptcy Court in
Toledo, halting the pending sale of the ambulance company to a New
York City equity fund.  The owner and co-founder of MedCorp Inc.,
filed Chapter 11 papers the same day the sale was ordered by Lucas
County Common Pleas Court Judge Gary Cook.  Judge Cook, who is
presiding over a MedCorp receivership case that began in August,
put the case on hold pending the outcome of bankruptcy
proceedings.

Judge Richard Speer is presiding over the bankruptcy cases.

John McHugh III, an attorney for Mr. Bage, said his client filed
for Chapter 11 to "preserve the company and protect the jobs of
all the employees.  He decided to move forward with this because
there is intrinsic value in MedCorp, which was being ignored by
the sale," Mr. McHugh said.

The report says the stay puts a freeze on the sale of MedCorp to
Enhanced Equity Fund LP of New York, which bid $5.3 million in
cash to buy the firm.  Mr. Bage bid $5.5 million in cash to buy
the company.  But Judge Cook disqualified the offer last week, in
part because Mr. Bage did not provide proof he had financing to
back the offer and had not submitted $1 million in earnest money,
as required under bid rules.

The Toledo Blade says Christopher Garcia, managing partner of
Enhanced Equity, said his firm is represented in the MedCorp
bankruptcy case.  He is concerned how the proceedings could affect
the financial health of MedCorp.

Judge Speer has ordered a trustee to be appointed for MedCorp.
Receiver Mark Uhrich of Hillyer Group LLC said Friday the
receivership of MedCorp will be terminated once the trustee is
designated.


MEDICAL CARD: S&P Puts 'B' Counterparty Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit rating on San Juan, Puerto Rico-based Medical Card System
Inc. on CreditWatch with negative implications. "We also placed
our 'BB' counterparty credit and financial strength ratings on
MCS' operating companies -- MCS Advantage Inc., MCS Life
Insurance Co., and MCS Health Management Options Inc. -- on
CreditWatch negative," S&P said.

"The CreditWatch placement follows the company's announcement that
it is having difficulty paying providers under the 'Mi Salud'
(Medicaid) program because of a high volume of recent claims,"
said Standard & Poor's credit analyst Neal Freedman. "If this
increase in claims volume results in significantly lower earnings
or liquidity, we could lower the ratings by one or more notches."

The company is currently working with the State Health Insurance
Administration (ASES, for its Spanish acronym) to obtain any money
owed and is in the process of negotiating rates and benefits with
ASES for the next contract period, which commences on July 1,
2011. S&P will continue to communicate with MCS as well as follow
developments in the company's negotiations with ASES.


MERUELO MADDUX: Judge Denies BNP's Bid to Recast Vote for Plan
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a California federal
judge on Tuesday shot down a request by BNP Paribas VPG Brookline
CRE LLC, a secured creditor in the bankruptcy of Meruelo Maddux
Properties Inc., to take back its support for the debtor's
reorganization plan.

Law360 relates that BNP had sought to rescind its vote in favor of
the plan, saying 11th-hour modifications - made after the bank had
already cast its ballot - would hurt its ability to receive
payment on at least $10 million it is owed on loans.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MGM RESORTS: Issues $300 Million of $4.25% Conv. Senior Notes
-------------------------------------------------------------
MGM Resorts International issued $300 million in aggregate
principal amount of its 4.25% Convertible Senior Notes due 2015
under an indenture dated as of June 17, 2011, among the Company,
the guarantors named therein and U.S. Bank National Association,
as trustee.  The Notes were sold only to an accredited investor
pursuant to an exemption from the Securities Act of 1933, as
amended.  The Notes, and shares of the Company's common stock
issuable upon conversion of the Notes, 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.  A copy of the Indenture is available
for free at http://is.gd/FHTUWG

The Notes will pay interest semi-annually at a rate of 4.25% per
annum and mature on April 15, 2015.  The Notes will be convertible
into shares of common stock at an initial conversion rate of
53.8307 shares of Common Stock per $1,000 principal amount of the
Notes, representing an initial conversion price of approximately
$18.58 per share of Common Stock.  The initial conversion rate is
subject to adjustment under certain circumstances.  The Notes will
be convertible into shares of Common Stock at any time prior to
the close of business on the third scheduled trading day
immediately preceding the maturity date of the Notes.

Holders of the Notes may require the Company to purchase all or a
portion of their Notes at a price equal to 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid
interest, in cash, upon the occurrence of certain fundamental
changes involving the Company.  In addition, if certain
fundamental changes occur, the Company may be required in certain
circumstances to increase the conversion rate for any of the Notes
converted in connection with such fundamental change by a
specified number of shares of Common Stock.

The Notes are the Company's senior unsecured obligations,
guaranteed by substantially all of the Company's wholly-owned
domestic subsidiaries, which also guarantee the Company's other
senior indebtedness, and equal in right of payment with, or senior
to, all existing or future unsecured indebtedness of the Company
and each subsidiary guarantor.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at March 31, 2011, showed $18.76
billion in total assets, $15.84 billion in total liabilities and
$2.92 billion in total stockholders' equity.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MICHAEL HANSON: Three Tucson Hotels in Chapter 11
-------------------------------------------------
Dale Quinn at Arizona Daily Star reports that the companies owning
Hampton Inn & Suites, TownePlace Suites by Marriott Tucson and La
Posada Lodge & Casitas in Tucson, Arizona, each filed for Chapter
11 bankruptcy protection.

The three hotels, called the Hanson portfolio, were scheduled for
an online auction at www.Auction.com early this month.  The
bankruptcy filing stayed the auction.

Michael J. Hanson is listed as a general partner in each of the
three hotels' bankruptcy filings.

Hampton Inn's filing, under a company called Saunders Hotels LLC,
lists $9.7 million in liabilities and $5.2 million in assets;
TownePlace Suites, under a company called Saunders Rudasill Hotel
LLC, reported $6.9 million in liabilities and $5.5 million in
assets; and La Posada, filed under a company named Trails End
Lodge LLC, shows $3.9 million in liabilities and $1.9 million in
assets.

Saunders Hotels, LLC, filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-16203) on June 3, 2011.  Affiliates Saunders Rudasill
Hotel, LLC (Case No. 11-16202) and Trails End Lodge, LLC (Case No.
11-16190) simultaneously sought bankruptcy protection.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Arizona,
serves as counsel to the Debtors.


MIKE CARTER: Has $24.8 Million in Liabilities
---------------------------------------------
Michael Braga at the Herald-Tribune reports that Mike Carter
Construction Inc. including Mike and Jaymie Carter has $21.975
million in assets, and $24.839 million in liabilities.  The
Carters reported total revenues of $12.14 million for 2009.

Based in Bradenton, Florida, Mike Carter Construction Inc. filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.10-
26156) on Oct. 29, 2010.  Judge Catherine Peek McEwen presides
over the case.  Richard C. Prosser, Esq., at Stichter, Riedel,
Blain & Prosser PA, represents the Debtor.


MULLER PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Muller Properties, LLC
        a California Limited Liability Company
        341 Magnolia Avenue, Suite 201
        Corona, CA 92879

Bankruptcy Case No.: 11-30128

Chapter 11 Petition Date: June 20, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.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 Jeffery Muller, managing member.


NEW HOPE: Owes $101,700 to Wakefield Capital
--------------------------------------------
James Haggerty at the Scranton Times Tribune reports that
Scranton-based New Hope Personal Care Homes Inc., which filed for
Chapter 11 bankruptcy, said it owes more than $338,000 to its
largest 20 unsecured creditors, including $101,724 to Wakefield
Capital, a firm in Chevy Chase, Md., that invests in health care-
related real estate.  Other large unsecured creditors include UGI
Gas, a Delaware-based natural gas utility, which is owed $62,049;
UGI Electric, a Delaware-based electric utility, which is owed
$48,531, and PPL, an Allentown-based electric utility, which is
owed $46,806.

Scranton-based New Hope Personal Care Homes Inc. operates two
facilities providing residential care for senior citizens.  New
Hope operates Pennswood Manor Assisted Living Community on Cedar
Avenue in Scranton and Mountainside Manor in Dallas.

New Hope Personal Care Homes, Inc., formerly New Hope Home Health
Care, Inc., doing business as Pennswood Manor, doing business as
Mountainside Manor (Bankr. M.D. Pa. Case No. 11-04036) on June 1,
2011.  The Debtor estimated assets and liabilities of $500,000 to
$1 million.


NEWCARDIO INC: To Periodically Rotate the Position of Chairman
--------------------------------------------------------------
In connection with an ongoing review of its corporate governance
practices, the board of directors of NewCardio, Inc., has
determined to periodically rotate the position of Chairman of the
Board.  On June 17, 2011, Dr. Patrick Maguire, a member of the
Board, assumed the role of Chairman, a position that has been held
since March 2008 by Dr. Mark Kroll.  Dr. Kroll will continue to
serve as a member of the Board.

                        About NewCardio Inc.

Santa Clara, Calif.-based NewCardio, Inc., is a cardiac diagnostic
and services company developing and marketing proprietary software
platform technologies to provide higher accuracy to, and increase
the value of, the standard 12-lead electrocardiogram, or ECG.

The Company's balance sheet at March 31, 2011, showed
$1.64 million in total assets, $6.07 million in total liabilities,
and a stockholders' deficit of $4.43 million.

The Company reported a net loss of $11.5 million on $257,399 of
revenue for 2010, compared with a net loss of $9.6 million on no
revenue for 2009.

As reported in the TCR on April 5, 2011, RBSM LLP, in New York,
expressed substantial doubt about NewCardio's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant losses.


NO FEAR RETAIL: Aims to Toss Int'l Licensing Deal Ahead of Sale
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that as the owner of the No Fear
apparel brand gears up for a fast-track sale, it's looking to shed
a "burdensome" licensing agreement so a buyer has exclusive rights
to the No Fear name abroad.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NO FEAR RETAIL: Has Until Sept. 22 to Decide on Unexpired Leases
----------------------------------------------------------------
At No Fear Retail Stores, Inc. and its debtor affiliates' request,
Judge Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of New York extended the period by which they
must assume or reject unexpired nonresidential real property
leases from June 24, 2011 to Sept. 22, 2011.

The Debtors conduct nearly all of their retail sales out of 41
retail stores located in traditional shopping malls across seven
states.  NFRS is a party to these leases relating to those retail
stores, a schedule of which is available for free at:

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

The Debtors have also rejected 12 leases relating to retail
stores.

In addition, the Debtors lease their corporate headquarters and
warehouse space in Carlsbad, California pursuant to a lease
between Debtor Simo Holdings, Inc. and Cobra-Blackmore.

David S. Kupetz, Esq., at SulmeyerKupetz, in Los Angeles,
California, asserted that the Debtors' unexpired nonresidential
real property leases may be essential to the debtors' continuing
business operations.  Given that the Debtors have just recently
commenced negotiations with their lessors toward the modification
of those leases and, that the Debtors continue to explore their
reorganization options, they need additional time to determine
whether to assume or reject them, he pointed out.

Mr. Kupetz assured the Court that the Debtors remain current on
their obligations coming due postpetition under each lease.

                         Parties Stipulate

Before entry of the order, landlords affiliated with General
Growth Properties, Inc. filed an objection to the Debtors'
request.

To resolve the objection, the Debtors and the General Growth
Landlords agree that the Debtors' request to extend the deadline
to assume or reject the lease relating to store no. 69 for
premises at Rogue Valley Mall, in Medford, Oregon is withdrawn.
However, the parties are negotiating a new license agreement
relating to that property, which will be subject to Court
approval.

The parties further agree that the deadline for the Debtors to
assume or reject unexpired nonresidential property leases with the
General Growth Landlords will be extended to the earlier of (i)
September 22, 2011, or (ii) the date of confirmation of any plan
of reorganization in these Chapter 11 cases.  The Debtors also
agree to pay all stub rent amounts to the General Growth Landlords
immediately.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NORA'S WINE: Restaurant, in Ch. 11, Escapes Eviction
----------------------------------------------------
Nora's Wine Bar And Osteria, L.L.C., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 11-17428) on May 13, 2011.

Laura Emerson at Las Vegas Review-Journal reports that Nora's Wine
Bar & Osteria sought Chapter 11 protection so its landlord Peccole
Nevada couldn't evict the restaurant from its space at 1031 S.
Rampart Blvd.

According to the report, owner Marcello Mauro said Nora's business
has dropped 30 percent from the past year, and the recent opening
of Tivoli Village about a mile north on Rampart Boulevard is
luring away customers in a market already whittled down by the
recession.

Ms. Emerson notes Nora's is now paying its vendors cash on
delivery and any long-term debt is placed on a temporary hold to
give the restaurant breathing room. Mr. Mauro also hopes to
negotiate a better deal with their landlord.


NORD RESOURCES: Four Directors Elected at Annual Meeting
--------------------------------------------------------
An Annual General Meeting of Shareholders of Nord Resources
Corporation was held on June 16, 2011.  A total of 83,563,850
registered shares (58.43% of 112,117,627 registered shares
outstanding and entitled to vote as of April 28, 2011, the record
date for the AGM) were present in person or by proxy, constituted
a quorum for the transaction of business, and were voted at the
AGM.  The Shareholders elected four directors, namely: (1) Ronald
A. Hirsch, (2) Stephen D. Seymour, (3) Douglas P. Hamilton and (4)
John F. Cook.  The amendment to the Company's Amended Certificate
of Incorporation to increase the number of authorized shares of
common stock from 200,000,000 to 400,000,000 was approved.  The
Shareholders ratified the selection of Mayer Hoffman McCann P.C.
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2011.

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company reported a net loss of $21.20 million on $28.64
million of net sales for the year ended Dec. 31, 2010, compared
with net income of $392,438 on $19.91 million of net sales during
the prior year.

The Company's balance sheet at March 31, 2011, showed $60.92
million in total assets, $60.98 million in total liabilities and a
$56,548 total stockholders' deficit.

As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted as of Dec. 31, 2010, and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively.  The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


NORIT HOLDING: S&P Assigns Preliminary 'B+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Norit Holding B.V. The outlook is
stable. "At the same time, we assigned our preliminary 'BB-' issue
ratings and preliminary '2' recovery ratings to the
company's proposed $50 million revolving credit facility and its
$230 million and EUR75 million in first-lien senior secured term
loans. The preliminary '2' recovery ratings indicate our
expectation for substantial recovery (70%-90%) in the event of a
payment default. We also assigned our preliminary 'B-' issue
rating and preliminary '6' recovery rating to wholly owned
subsidiary Norit Americas Holding Inc.'s proposed $110 million
second-lien term loan. The preliminary '6' recovery rating
indicates our expectation for negligible recovery (0%-10%) in the
event of a payment default. All ratings are based on preliminary
terms and conditions. We expect Norit to use proceeds of $450
million from the transaction to mainly fund $412 million in
distribution to its private equity owners," S&P said.

The preliminary ratings on Norit reflect the company's fair
business risk profile, including Norit's leading positions in a
value-added global niche for activated carbon, offset by a highly
leveraged financial profile including very aggressive financial
policies.

"Pro forma for the transaction, we expect credit metrics to be
consistent with a highly leveraged financial profile, with the
ratio of funds from operations to total adjusted debt in the 10%
to 12% range for 2011," said Standard & Poor's credit analyst Paul
Kurias.

"We adjust debt to include the present value of operating leases,
asset retirement liabilities, and pay-in-kind preference capital.
While we consider preference capital debt-like in our calculations
we recognize the flexibility afforded to the company by the
absence of mandated cash interest payments and by the lack of
scheduled near-dated maturities. "Still," said Mr. Kurias,
"even with these benefits, we do not believe the company will be
in a position to generate meaningful surplus free cash flow to pay
down debt, given a relatively large discretionary growth-related
capital spending program. Over the next several years, growth
spending is likely to obscure the inherent low capital intensity
of the business, which we view favorably over the longer term. We
expect management will approach this growth prudently, addressing
market demand and raw procurement material issues to support the
planned capital outlays so that leverage metrics remain within our
range of expectations."

The stable outlook reflects Standard & Poor's expectation that
operating performance will remain strong in 2011 as volumes in
some end markets strengthen. "We also expect the company to be
proactive in terms of pricing so that the prospect of inflationary
raw material prices does not contribute to a dampening of
margins," S&P said.


NORTEL NETWORKS: Patents to Give Buyer Boost Against Rivals
-----------------------------------------------------------
Jacqueline Bell at Bankruptcy Law360 reports that attorneys said
they might not face scrutiny by U.S. antitrust regulators, but
whoever emerges as the winning bidder of Nortel Networks Corp.'s
massive patent portfolio at an impending auction will have a
formidable weapon to wield against competitors.

Nortel's enviable patent portfolio of approximately 6,000 U.S. and
foreign patents, and patent applications for wireless, data
networking and semiconductor technology is apparently sought by
several companies with deep pockets, Google Inc. and Apple Inc.
among them, according to Law360.

                          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.


NORTEL NETWORKS: Judge OKs Retirement, Disability Groups
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Tuesday approved the appointment of two
separate committees to represent the interests of retirees and
disabled employees of Nortel Networks Inc. as the defunct telecom
prepares to modify, or potentially terminate, their benefit plans.

Judge Gross signed off on the debtors' request to appoint the
retiree committee, and ordered that the long-term disabled
employees form their own, rebuffing concerns about the cost and
efficiency of two distinct groups raised by the official committee
of unsecured creditors, according to Law360.

                       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.


NORTH PARK TERRACE: Court Rules on Amount of One West Bank Claim
----------------------------------------------------------------
Bankruptcy Judge Dennis Michael Lynn referred to Schedule D
(Creditors Holding Secured Claims) filed by North Park Terrace
Apartments V, Ltd., to determine the amounts of One West Bank,
FSB's claims.  There is no dispute respecting the Debtor's
liability to OWB or OWB's secured status.  The parties' dispute is
limited to the amount of OWB's claims.  The parties' differences
as to amount, in turn, depend on (1) whether certain payments by
the Debtor were not credited to the Debtor's accounts by OWB and
(2) the validity of certain charges made by the bank for legal
fees, appraisals, environmental inspections, foreclosure fees,
late fees, title fees and demand fees.  According to Judge Lynn,
OWB has the burden of proof as to the amount of its claims but it
has not satisfied that burden.  Rather the weight of the evidence
supports the conclusion that OWB's claims are not allowable in the
amounts they reflect.

The Debtor's schedule D lists OWB's claims as:

                    Collateral             Claim Amount
                    ----------             ------------
                    Capital Center I         $1,496,854
                    Capital Center II        $1,467,177
                    Plaza de las Flores      $1,356,545
                    Sagebrush Texas Office     $877,164
                    Sagebrush Office Park    $2,264,157
                    Courtyard at Timarron    $2,398,739

According to Judge Lynn, to the extent OWB is oversecured, it will
be entitled to post petition interest and fees as permitted by 11
U.S.C. Sec. 506(b). To the extent it is undersecured OWB will have
unsecured claims.

Judge Lynn's findings and conclusions will be incorporated by
reference in the Court's findings and conclusions with respect to
confirmation of the Debtor's plan of reorganization.  The first
day of the hearing on confirmation of the Debtor's plan was held
May 18, 2011.

A copy of Judge Lynn's June 20, 2011 Memorandum Ruling is
available at http://is.gd/boCpEzfrom Leagle.com

               About North Park Terrace Apartments V

North Park Terrace Apartments V, Ltd., filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 10-45828).


NUANCE COMMS: Moody's Upgrades CFR to 'Ba2'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Nuance Communications Inc.'s
corporate family and probability of default ratings to Ba2 from
Ba3, the secured debt to Ba1 from Ba2. Moody's also assigned Ba1
ratings to the proposed amended and extended term loan and
revolving credit facilities. The ratings outlook is stable.

The upgrade reflects Nuance's continued progress in its evolution
to a large broad based voice recognition and imaging company,
successful integration of numerous acquisitions and Moody's
expectation that while acquisitive, Nuance will continue to
sustain leverage under 3.5x on a pro forma basis.

RATINGS RATIONALE

Nuance is on track to pass $1.3 billion in revenue in the fiscal
year ended Sept 2011 (pro forma for acquisitions), having grown
the company from $232 million of revenues in fiscal 2005 through a
combination of organic growth and acquisitions. Though rapid
growth through acquisitions resulted in muted GAAP profitability
over this period due to purchase accounting adjustments and
transaction related expenses and restructuring costs (GAAP EBIT
margins typically in the mid single digits), the company has been
able to generate impressive free cash flow margins (as defined by
free cash flow to revenue) often exceeding 20%.

Nuance's Ba2 corporate family rating reflects the company's
leading positions within the voice recognition industry, strong
growth profile of the company and industry and strong cash flow
generating capabilities. The ratings remain tempered by the
company's acquisition appetite as it attempts to further build-out
its portfolio of speech recognition applications and services. The
ratings contemplate that the company will continue to use a mix of
cash, debt and stock to finance acquisitions while keeping debt to
EBITDA at or below 3.5x on a pro forma basis.

Given Nuance's acquisition appetite and the competitive pressures
in the rapidly evolving voice recognition industry, a ratings
upgrade is unlikely in the near to medium term. Ratings could face
downward pressure, if pro forma leverage exceeds 4x on a sustained
basis or if Nuance or is unable to continue to demonstrate
effectiveness in integrating future acquisitions. The ratings
could also be pressured downwards if Nuance's free cash flow
metrics fall materially from current levels.

These ratings were upgraded:

   -- Corporate family rating: to Ba2 from Ba3

   -- Probability of default: to Ba2 from Ba3

   -- Senior secured revolving credit facility due 2012 to Ba1,
LGD (34%) from Ba2, LGD3 (34%)

   -- Senior secured term loan facilities due 2013 to Ba1, LGD3
(34%) from Ba2, LGD3 (34%)

The ratings on the revolving credit facility due 2012 will be
withdrawn if the entire facility is extended.

These ratings were assigned:

   -- Amended and extended senior secured revolver due 2015, Ba1,
LGD3 (34%)

   -- Amended and extended senior secured term loan due 2016, Ba1,
LGD3 (34%)

The principal methodology used in rating Nuance was Moody's Global
Software Methodology, published in May 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA, published June
2009.

Nuance Communications, Inc., headquartered in Burlington, MA, is a
leading provider of speech and imaging solutions for business and
consumers. The company had revenues of $1.2 billion for the twelve
months ended March 31, 2011.


NURSERYMEN'S EXCHANGE: Taps Saqui Law to Handle Labor Dispute
-------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized Nurserymen's Exchange,
Inc, to employ

         THE SAQUI LAW GROUP
         4120 Douglas Boulevard, Suite 306-402
         Granite Bay, CA 95746

as special labor counsel.

The Debtor related that in July 2010, the United Farm Workers
began an aggressive effort to organize the Debtor under the
provisions of the Agricultural Labor Relations Act.  As legal
counsel for Debtor since the inception of this particular matter
in July 2010, Mr. Saqui has been involved with each and every
aspect of the multitude of complex legal issues involved in this
case, which include but are not limited to the calculations of
peak methodology well as procedural matters of first impression
before the Agricultural Labor Relations Board.  Mr. Saqui has
directed and overseen the entire legal strategy advanced by the
Debtor in the dispute.

The Debtor is authorized to pay TSLG a postpetition retainer in
the amount of $75,000.  The Debtor said that at as of petition
date, there was an outstanding obligation to labor counsel of
approximately $46,000.

The hourly rates of TSLG's personnel are:

         Mr. Saqui                   $450
         Senior Associates           $350

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

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

Katten Muchin & Rosenmann, LLP, as its special counsel. Chelliah &
Associates as its restructuring and turnaround consultants and
advisors. FocalPoint Securities, LLC, as investment banker and
financial advisor. Calegari & Morri as accountant. The Abernathy
MacGregor Group, Inc., as its corporate
communications consultant.


OLSEN AGRICULTURAL: Creditors Committee Hires Lane Powell
---------------------------------------------------------
The General Unsecured Creditors Committee in the bankruptcy case
of Olsen Agricultural Enterprises LLC seeks authority to retain
Lane Powell PC as its legal counsel.

Prior to its selection by the Committee, Lane Powell had appeared
in the Debtor's case for creditor Oregon Vineyard Supply Co. and
had attended the initial hearing held to consider interim use of
cash collateral and other first day motions on OVS's behalf.

The firm's professionals who are designed to work on the case and
their hourly rates are:

          Name             Status          Hourly Rate
          ----             ------          -----------
     Mary Jo Heston        Shareholder         $485
     Clifford Spencer      Shareholder         $340
     Brian Kiolbasa        Associate           $285
     Annie Norby           Paralegal           $190
     Diana Barker          Paralegal           $175

To the best knowledge of the Committee, Lane Powell is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code and does not represent or hold any interest
adverse to the interest of the Debtor's estate or of any class of
creditors or equity security holders.

The firm may be reached at:

          Mary JO Heston, Esq.
          LANE POWELL PC
          1420 Fifth Avenue, Suite 4100
          Seattle, WA 98101-2338
          Tel: 206-223-7000
          Fax: 206-223-7107
          E-mail: hestonm@lanepowell.com
                  campbelld@lanepowell.com
                  docketingsea@lanepowell.com

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC
operates an agricultural enterprise on roughly 7,762 acres of
owned and leased land located in Benton, Linn and Polk Counties.
Its business is comprised principally of three divisions: (a)
Olsen Seed Company, which produces and sells a variety of
grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which
grows and sells peppermint, nursery stock, squash, hazelnuts and
blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which
grows a variety of grapes on 494 acres and produces and sells
quality wines under the "Viridian" label as well as private
labels.

Olsen Agricultural Enterprises is the surviving entity of a merger
transaction that was consummated on June 1, 2011.  In the merger
transaction, Olsen Agricultural Company, Inc., an Oregon
corporation, Jenks-Olsen Land Co., an Oregon general partnership,
Olsen Vineyard Company, LLC, an Oregon limited liability company
and The Olsen Farms Family Limited Partnership were merged with
and into Olsen Agricultural Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.

For the fiscal year ended December 31, 2010, OAC reported total
revenues of $6,428,880 and a net loss of ($5,791,310). At the time
of the merger, on a consolidated basis, the books and records of
OAC, JOLC and OVC reflected assets totaling $29.8 million and
liabilities totaling $37.2 million.  The fair market value of the
Debtor's assets, on a going concern basis, is roughly $50 million.


OLSEN AGRICULTURAL: Rabo Objects to Continuing Cash Use
-------------------------------------------------------
Olsen Agricultural Enterprises LLC's major lender, Rabo
Agrifinance, Inc., did not dispute the Debtor's interim use of
cash collateral to temporarily pay expenses associated with
operation of the Debtor's business.  However, Rabo is opposed to
the continued use of cash collateral because it is not adequately
protected from the continued use of its cash to fund a Debtor that
will admittedly lose money over the remainder of this year.

Rabo also said it has no objection to another lender providing
funds to the Debtor and taking a second lien on the Debtor's
property or being allowed a priority administrative expense claim.
However, it is opposed to a proposed loan from Bacchus Capital,
L.P., saying that loan grants Bacchus a lien superior to Rabo's
security interest in the Debtor's property without providing Rabo
adequate protection.

Rabo further objects to the Bacchus loan because it will fund an
operation which will lose money.

Earlier this month, Olsen Agricultural Enterprises won interim
authority to use cash collateral to fund its operations while in
Chapter 11 bankruptcy.  The Debtor has warned that absent
authority to use cash collateral, it will have to curtail or
terminate its business operations to the detriment of all parties
interest.

The Debtor said these creditors have or may claim to have an
interest in the Debtor's existing cash collateral or in the
Debtor's accounts, payment intangibles, farm products or inventory
that will be collected or sold by the Debtor postpetition
in the ordinary course of business:

     (1) Rabo Agrifinance, Inc.;
     (2) BFS International, LLC;
     (3) United States of America, acting by and through
         the Internal Revenue Service;
     (4) Ledeboer Seed, LLC; and
     (5) Callisons, Inc. d/b/a Callisons and Sons.

Rabo has a blanket security interest in and trust deed liens on
essentially all of the Debtor's assets, pursuant to a security
agreement dated Feb. 19, 2008, and later dated deeds of trust, to
secure a line of credit loan in the approximate amount of
$15,580,000.

BFS has a security interest in the Debtor's accounts and payment
intangibles, pursuant to an assignment and security agreement
dated Jan. 19, 2009, to secure a claim of $21,134.58 or less.

The IRS, which has a statutory lien on all of the Debtor's
personal property, pursuant to federal tax lien notices filed with
the Oregon Secretary of State on Jan. 8, 2010 and on Jan. 14,
2011, to secure 941 tax claims in the total approximate amount of
$122,000.

Ledeboer has a security interest in certain of the Debtor's grass
seed and in all accounts and general intangibles that arose out of
a sale or other disposition of such grass seed, pursuant to a
security agreement dated Jan. 4, 2011, to secure a claim of
$20,000.

Callisons has (i) a security interest in the Debtor's 2011
peppermint crops, pursuant to a crop production loan and security
agreement dated Feb. __, 2011, to secure a claim of $425,432, and
(ii) a statutory agricultural services lien on the Debtor's
2011 peppermint crops, pursuant to an ASL-1 lien notice filed with
the Oregon Secretary of State on May 19, 2011, to secure a claim
of $308,559.43.

Pursuant to the Interim Cash Collateral Order, as adequate
protection for the Debtor's use of cash collateral, (a) the
Secured Creditors are granted replacement liens on the Debtor's
postpetition personal property, and (b) to the extent a
Replacement Lien proves to be inadequate to protect against any
diminution in the value of a Secured Creditor's interest in the
Debtor's prepetition property resulting from the Debtor's
postpetition use of cash collateral, the affected Secured Creditor
will be entitled to an allowed administrative expense claim under
section 503(b) of the Bankruptcy Code that will have superpriority
as provided in section 507(b) and will be secured by an additional
perfected lien on all property of the estate, other than claims
and causes of action of the estate arising under Chapter 5 of the
Bankruptcy Code.

The Debtor has prepared a 31-week budget forecast through Dec. 26,
2011.  The Debtor expects $4 million in total receipts during the
period, including those from DIP financing, equipment sales and
land sales.  The Debtor expects disbursements to total $2.7
million during the period.

Attorneys for Rabo Agrifinance, Inc.

          Dean Gisvold, Esq.
          Barry Groce, Esq.
          James Ray Streinz, Esq.
          MCEWEN GISVOLD LLP
          1100 SW 6th Ave., Ste. 1600
          Portland, OR 97204
          Telephone: (503) 412-3512
          E-mail: deang@mcewengisvold.com
                  barryg@mcewengisvold.com)
                  rays@mcewengisvold.com

Attorney for BFS International is:

          David E. Grein, Esq.
          PARSONS FARNELL & GREIN
          1030 SW Morrison St.
          Portland, OR 97205
          E-mail: dgrein@pfglaw.com

Ledeboer Seed is represented by:

          Hunter B. Emerick, Esq.
          SAALFELD GRIGGS PC
          PO Box 470
          Salem, OR 97308
          E-mail: hemerick@sglaw.com

I.P. Callisons and Sons is represented by:

          Charles C. Robinson, Esq.
          GARVEY SCHUBERT BARER
          1191 Second Ave., 18th Floor
          Seattle, WA 98101-2939
          E-mail: crobinson@gsblaw.com

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC
operates an agricultural enterprise on roughly 7,762 acres of
owned and leased land located in Benton, Linn and Polk Counties.
Its business is comprised principally of three divisions: (a)
Olsen Seed Company, which produces and sells a variety of
grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which
grows and sells peppermint, nursery stock, squash, hazelnuts and
blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which
grows a variety of grapes on 494 acres and produces and sells
quality wines under the "Viridian" label as well as private
labels.

Olsen Agricultural Enterprises is the surviving entity of a merger
transaction that was consummated on June 1, 2011.  In the merger
transaction, Olsen Agricultural Company, Inc., an Oregon
corporation, Jenks-Olsen Land Co., an Oregon general partnership,
Olsen Vineyard Company, LLC, an Oregon limited liability company
and The Olsen Farms Family Limited Partnership were merged with
and into Olsen Agricultural Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.  Lane Powell PC serves as the Committee's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.

For the fiscal year ended December 31, 2010, OAC reported total
revenues of $6,428,880 and a net loss of ($5,791,310). At the time
of the merger, on a consolidated basis, the books and records of
OAC, JOLC and OVC reflected assets totaling $29.8 million and
liabilities totaling $37.2 million.  The fair market value of the
Debtor's assets, on a going concern basis, is roughly $50 million.


PETTUS PROPERTIES: To Present Plan for Confirmation July 13
-----------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina approved the adequacy of the
disclosure statement explaining the Chapter 11 plan of
reorganization filed by Pettus Properties Inc.

Judge Hodges set July 5, 2011, as the last day for filing written
acceptances or rejections of the Debtor's plan.  A confirmation
hearing is set for July 13, 2011, at 9:30 a.m.  Objections, if
any, are due July 5, 2011.

The plan provides for the creation of four classes of claims.  The
classes and the treatment of creditors in these classes are:

  a) cost administration: creditors in this class will be paid on
     the effective date of the plan or in accordance with some
     other agreement that may be mutually agreed to by the Debtor
     and the creditor.

  b) VFC Partners 8 LLC: This claimant will be paid in full not
     later than July 31, 2011, in accordance with the settlement
     agreement under the disclosure statement.  The source of the
     funds that will be used to pay this obligation will be either
     from the funds derived from the sale of real estate owned by
     Sterling or borrowing by Pettus entities other than the
     Debtor.  However, as to any lots sold by the Debtor prior to
     payment in full to VFC or July 31, 2011, whichever is
     earlier, payments will be made to VFC from these sales in an
     amount equal to an amount that is 70% of the sale price of
     each lot that is sold.

  c) General Unsecured Creditors: These creditors will be paid in
     full with interest at the rate of 3.25% from the effective
     date of the plan.  Payments to this class will be made in
     quarterly payments from the proceeds of lot sales in pro rata
     payments in amounts no less than set out under the disclosure
     statement.  Quarterly payments will be equal to an amount
     that is 70% of the sale price of each lot that is sold.
     Payments to this class will commence on the 15th day of the
     month following the end of the first full calendar quarter
     after VFC has been paid in full.

  d) Equity Secured Holders: Equity security holders will retain
     their claims.  However, no payment will be made on account of
     any claim of an equity security holder until all payments
     provided for all other classes in the plan have been paid in
     full.

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

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

Charlotte, North Carolina-based Pettus Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 10-
31632) on June 8, 2010.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


PHILADELPHIA ORCHESTRA: Civic Leaders & Orgs. Pledge Funding
------------------------------------------------------------
The Philadelphia Orchestra disclosed that major funding pledges
from the William Penn Foundation, Wyncote Foundation, Gerry
Lenfest, the Neubauer Family Foundation, and members of the Board
of The Philadelphia Orchestra Association.  With $11.2 million in
outright gifts and pledges and an additional $16.3 million pledged
as challenge grants to inspire philanthropic support from our
community, this initial funding signals an important vote of
confidence in the plan being launched by the Orchestra.  To fully
meet these challenge grants - and to fund the first three years of
its plan - The Philadelphia Orchestra must secure an additional
$17.5 million in contributions by the close of 2011.  This effort
will take place concurrently with the Orchestra's Annual Fund
campaign.

The announcement of these leadership funding gifts and pledges
comes two months after The Philadelphia Orchestra Association
filed for reorganization in U.S. Bankruptcy Court and four weeks
after the launch of "Listen with Your Heart" - an initiative aimed
at inviting public support and growing ticket sales as well as
fundraising for the Orchestra.  The Philadelphia Orchestra is
diligently working through the reorganization process to lay the
foundation for long-term financial health and stability.

"We are deeply grateful to the William Penn Foundation, Wyncote
Foundation, Gerry Lenfest, the Neubauer Family Foundation, as well
as members of our Board of Directors, for their extraordinary
generosity toward The Philadelphia Orchestra," said Allison
Vulgamore, president and chief executive officer of The
Philadelphia Orchestra Association.  "Their leadership and support
within the philanthropic community is unparalleled and we are
honored by their renewed belief in our ensemble's incomparable
musical artistry as well as our plan to regain our long-term
financial stability.  These gifts provide significant momentum for
our ongoing fundraising efforts.  And as we turn our attention
toward the future, we do so with confidence knowing that our plan
to move The Philadelphia Orchestra forward with vision and purpose
has the support of such outstanding civic leaders."

In accordance with the protocol of the funders, specific details
of these gifts, beyond the total of matching funds available, will
not be released. As additional major gifts are secured throughout
this fundraising effort, The Philadelphia Orchestra will provide
updates to its patrons and the general public.

"From the appointment of Yannick Nezet-Seguin as Music Director
Designate and the $15.3 million Recovery Fund raised by our Board
of Directors and our community in 2010, to the recent unveiling of
the first phase of our strategic plan, we have taken important
steps to secure a sound and exciting future - artistically and
fiscally - for The Philadelphia Orchestra," said Ms. Vulgamore.
"These newly announced gifts, pledges, and challenges not only
bolster our confidence and drive our continued efforts to secure
the renaissance of this beloved ensemble, but also demonstrate an
exceptional commitment to the advancement of the Orchestra for
today's audiences and for generations to come."

               About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PJ FINANCE: Can Hire Ernst & Young as Independent Auditor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
PJ Finance Company LLC, et al., to employ Ernst & Young LLP as
independent auditor.

EY LLP is expected to, among other things:

   -- assist the Debtors with the preparation of their statement
      of financial affairs and schedules of assets and
      liabilities;

   -- advise the management on the preparation and circulation of
      communications with creditors, and other constituents,
      including notices required under the U.S. Bankruptcy; and

   -- design and prepare a short term liquidity management/ cash
      flow template/tool that incorporates detailed sources and
      uses of cash and related budget to actual variance analysis.

For restructuring services, EY LLP's hourly rates are:

         Partner/Principal                      $760 - $880
         Senior Manager                            $720
         Manager                                   $600
         Senior                                    $440
         Staff                                  $200 - $280

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

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  The Debtor
also tapped Angell Palmer & dodge LLP as its local Delaware
counsel, Kurtzman Carson Consultants, LLC, as its claims and
notice agent.

An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


POINT BLANK: Hearing on Rule 60(b) Motion Adjourned Until July 11
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
June 1, 2011, the Second Stipulation Regarding Scheduling of
Hearing and Deadlines Related to the Motion of Official Committee
of Equity Security Holders Under FRCP 60(B) for Order (A) Vacating
Interim and Final DIP Financing Orders and (B) Granting Related
Relief, among (i) Point Blank Solutions, Inc., et al, (ii) the
Official Committee of Unsecured Creditors, (iii) the Official
Committee of Equity Security Holders, (iv) Privet Fund Management
LLC, (v) Prescott Group Capital Management and (vi) Lonestar
Capital Management.

As stipulated, the following deadlines and dates will apply:

1. Response Deadline.  The deadline to file a preliminary
   response to the Rule 60(b) Motion will be extended until
   July 1, 2011.

2. Hearing.  The hearing to consider the Rule 60(b) Motion will be
   adjourned until July 11, 2011, at 2:00 p.m. Eastern Time.  The
   Hearing will be a status conference of the Rule 60(b) Motion,
   with a date for an evidentiary hearing to be determined.

3. Discovery.  There will be a stay of all discovery related to
   the Rule 60(b) Motion until the close of business on July 1,
   2011.  All parties reserve their respective rights and
   positions with respect to the timing of discovery and
   submission of proposed discovery scheduling orders.

A copy of the order approving the Second Stipulation is available
at http://bankrupt.com/misc/pointblank.order2ndstipulation.pdf

On April 19, 2011, the reconstituted Point Blank Solutions'
official committee of equity security holders filed with the
Bankruptcy Court a motion for an order vacating the Debtors'
interim and final DIP financing orders (Docket No. 912, 968).

The official committee of equity security holders alleges that
there are facts not disclosed to the court involving conflicts of
interest and self-dealing, bad faith, breaches of fiduciary duty
and abuse of the bankruptcy process by Privet Fund Management LLC
and Prescott Group Capital Management, two former members of the
Original Equity, that negotiated both the Replacement DIP Facility
and First Plan Support Agreement for their individual pecuniary
benefit while purporting to also represent the interests of equity
security holders.  Allegedly, the Replacement DIP Facility and the
First PSAS "form the basis for three hedge DIP lenders exerting
onerous leverage and seeking to extract tens of millions in
potential litigation recoveries as a "bonus," above and beyond
repayment of their Replacement DIP Facility."

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


POTOMAC TIMBER: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Potomac Timber Investments #3, LLC
        7735 Old Georgetown Road, Suite 310
        Bethesda, MD 20814

Bankruptcy Case No.: 11-22804

Chapter 11 Petition Date: June 20, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Ave., Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

Scheduled Assets: $9,505,000

Scheduled Debts: $8,122,939

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-22804.pdf

The petition was signed by H. Kenneth Fleishman, managing member
of VANSCO Holding LLC.


PRIMEDIA INC: S&P Assigns Preliminary 'B' Rating on $315MM Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary issue-
level and recovery ratings to Norcross, Ga.-based PRIMEDIA Inc.'s
proposed $315 million senior secured credit facilities, consisting
of a $40 million revolving credit facility due 2016 and a $275
million term loan B due 2018. "We assigned the loans a preliminary
issue-level rating of 'B' (at the same level as the 'B' corporate
credit rating on the company) with a preliminary recovery rating
of '4', indicating our expectation of average recovery for lenders
in the event of a payment default," S&P said.

"We also removed the ratings from CreditWatch, where they were
initially placed with developing implications on Jan. 12, 2011,
and subsequently with negative implications on May 25, 2011. We
affirmed the 'B' corporate credit rating on the company. The
outlook is stable," S&P related.

Private equity firm TGP Capital LP is acquiring PRIMEDIA for $525
million or $7.10 per share. The transaction will be financed with
a $315 million senior credit facility and $303 million of equity
provided by TGP Capital.

"The 'B' corporate rating and stable outlook reflects our
expectation that revenue will continue to decline in the mid- to
high-single-digit percent area over the near term, as the
apartment segment is still being pressured by reduced ad spending
by landlords and lower effective rent levels in most markets,"
said Standard & Poor's credit analyst Chris Valentine. "We believe
PRIMEDIA will maintain adequate liquidity and compliance with its
financial covenants over the near term despite this pressure,
partly due to reductions in operating expenses and restructuring
efforts over the past 12-18 months. Still, we believe that
operating performance will remain weak over the intermediate
term."

The stable rating outlook reflects PRIMEDIA's adequate near-term
liquidity, despite operating weakness, and Standard & Poor's
expectation that the company will maintain sufficient headroom
against financial covenants over the intermediate term.


ROCK & REPUBLIC: Court Rules on New Pacific Rodeo Claim
-------------------------------------------------------
Bankruptcy Judge Sean H. Lane denied, in part, Rock & Republic
Enterprises, Inc.'s objection to the claim of New Pacific Rodeo,
LLC.  The Objection seeks to expunge the New Pacific Claim or, in
the alternative, estimate the New Pacific Claim at zero.  The New
Pacific Claim is based on a series of commercial real estate
leases and related state court litigation. The Debtors argue that
Rock & Republic Enterprises, Inc., one of the Debtors, had no
obligation to begin making rental payments because landlord New
Pacific failed to complete certain work on the leased premises.
New Pacific counters that it completed all required work and that
the failure of tenant R&R to pay rent constituted a breach of
contract.

New Pacific asserts that it is entitled to a claim under 11 U.S.C.
section 502(b)(6)(B) for prepetition rent in the aggregate amount
of $2,716,868.00.  New Pacific asserts a claim for post-petition
damages in the amount of $4,106,460.90.  New Pacific asserts a
claim for additional damages in the amount of $4,933,424.00 for a
wide variety of other expenses.

The Debtors' chapter 11 case is assigned to the Honorable Arthur
J. Gonzalez.  However, as of October 2010, all issues related to
the Objection have been referred to Judge Lane.

A copy of Judge Lane's June 20, 2011 Post-Trial Memorandum of
Opinion is available at http://is.gd/B2pJORfrom Leagle.com.

Counsel to New Pacific Rodeo, LLC, is:

          Charles Malaret, Esq.
          MORGAN LEWIS & BOCKIUS LLP
          300 South Grand Ave, 22nd Fl.
          Los Angeles, CA 90071-3132
          Tel: 213-612-7305
          Fax: 213-612-2501
          E-mail: cmalaret@morganlewis.com

Special Litigation Counsel to Rock & Republic Enterprises are:

          Bruce A. Armstrong, Esq.
          Daniel L. Alexander, Esq.
          COLEMAN FROST LLP
          429 Santa Monica Blvd., Suite 700
          Santa Monica, CA 90401
          Tel: 310-584-7746
          Fax: 310-899-1016

                     About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


SCI REAL ESTATE: Court Approves Haskell & White LLP as Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized SCI Real Estate Investments, LLC, and Secured
California Investments, Inc. to employ Haskell & White LLP as
their accountant.

AS reported in the Troubled Company Reporter on May 12, 2011,
Haskell & White will provide these services:

   -- preparation of Debtors' federal and California LLC and
      corporate income tax returns for the year ended December
      31, 2010 for the Debtors;

   -- preparation of ongoing tax compliance for the Debtors, as
      necessary;

   -- audit of financial statements for certain related entities,
      as necessary; and

   -- tax and accounting consulting for the Debtors, as
      necessary.

The Debtors provided Haskell with a postpetition retainer
amounting $15,000 and agreed to pay the services at these hourly
rates:

     Partners/Officers                       $425
     Senior Managers                         $285
     Managers                                $235
     Senior Associates                       $170
     Associates                              $135
     Accounting Assistants                    $60

Brad A. Graves, a member of Haskell & White, assured the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.


SEMCRUDE LP: Court Permits Oil Producers to Conduct Discovery
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon set aside the motions for
summary judgment filed by certain downstream purchasers of oil and
gas from SemCrude L.P. involved in lawsuits filed by oil and gas
producers.  Judge Shannon adjourned the motions for summary
judgment sine die and granted motions for a continuance filed by
the Producers to allow for meaningful discovery in the case.

In the summer leading up to SemGroup L.P.'s Petition Date, certain
producers of oil and gas, Samson Resources Company, Titan Energy,
Inc., Winstar Energy I, L.P., and Loren Gas, Inc., sold and
delivered millions of dollars worth of oil and gas to the Debtors.
The Debtors then sold or transferred some of that oil and gas to
downstream purchasers.  The Debtors did not pay for any of the oil
and gas delivered in the seven weeks before the Petition Date.
During the pendency of the Debtors' consolidated bankruptcy cases,
various Producers have asserted their right to payment based upon
theories of recovery grounded in statutory lien claims and trust
rights, either in actions commenced in other federal or state
courts that have been subsequently removed and transferred to the
Bankruptcy Court, or via counterclaims in declaratory judgment
actions initiated by Downstream Purchasers seeking declarations of
the Court that the tender of their net settlement amounts into the
Debtors' estate has released them of any further obligation to the
Producers on account of the oil and gas received from the Debtors.

Four motions for summary judgment were filed by J. Aron, BP Oil,
ConocoPhillips, and Plains Marketing.  The Producers, Samson,
Titan, Winstar Energy and Loren Gas opposed the Motions for
Summary Judgment and moved for a continuance.

The Downstream Purchasers seek summary judgment that, as a matter
of law, the Producers do not have any state law trust rights in
the oil or gas sold to the Debtors, any statutory lien or security
interest claims that may yield additional rights as against the
Downstream Purchasers, any claims for conversion or unjust
enrichment, or any remedies including disgorgement, damages,
surrender, turnover, or an accounting.  To the extent that the
Producers have any statutory liens, however, the Downstream
Purchasers argue that those claims are nonetheless derivative and
subject to the contractual terms between the Downstream Purchasers
and the Debtors.  The Downstream Purchasers insist that the
Debtors' confirmed plan of reorganization provided for the release
of all claims against the Downstream Purchasers on account of the
delivered oil and gas, and that all claimants may look only to the
net settlement funds tendered by the Downstream Purchasers into
the Debtors' estates.

The Producers oppose the Motions for Summary Judgment on the
ground that they are premature given the absence of meaningful
discovery thus far.  The Producers assert that they have valid
security interests in the oil and gas delivered to the Debtors.

A copy of Judge Shannon's June 20, 2011 opinion is available at
http://is.gd/kZ8LZEfrom Leagle.com.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SIGNATURE STYLES: Wants Schedules Filing Deadline Moved to July 15
------------------------------------------------------------------
Signature Styles LLC and Signature Styles Gift Cards LLC said they
require more time to file their schedules of assets and
liabilities and statements of financial affairs.  The Debtors have
asked the Court to move the filing deadline to July 15.

Pursuant to 11 U.S.C. Sec. 521 and F.R.B.P. Rule 1007, the Debtors
are required to file the schedules within 14 days after filing for
bankruptcy.  Under the Local Rules of Bankruptcy Practice and
Procedure for the U.S. Bankruptcy Court for the District of
Delaware, that deadline is 30 days after the petition date.

The Debtors said they are in the process of reviewing and
compiling relevant documentation.  Given the complexity of their
bankruptcy filing, their representatives are unable to assemble,
prior to the petition date, all of the information necessary to
complete the Schedules and Statements.

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SIGNATURE STYLES: Taps Polsinelli Shughart as Bankruptcy Counsel
----------------------------------------------------------------
Signature Styles LLC and Signature Styles Gift Cards LLC seek
Bankruptcy Court permission to employ Polsinelli Shughart PC as
their general bankruptcy counsel.

Polsinelli started rendering service to the Debtor before the
petition date, providing bankruptcy advice and assisting in the
preparation of requisite petitions, pleadings and others.

Christopher A. Ward, Esq., a shareholder at the firm, attests that
Polsinelli does not hold or represent any interest or connection
adverse to the Debtors, their estates, their creditors, any other
party in interest, or their attorneys or accountants.  The firm is
a "disinterested person" as defined in Sec. 101(14) of the
Bankruptcy Code.

Before the petition date, Polsinelli received $75,000 as an
evergreen retainer from the Debtors.  There is no other payment
history between the Debtors and Polsinelli.

The Debtors will pay Polsinelli for its services according to the
firm's hourly rates:  $250 to $500 per hour for shareholders; $175
to $325 per hour for associates and senior counsel; and $75 to
$195 per hour for paraprofessionals.  The primary professionals
expected to represent the Debtors and their hourly rates are:

          Christopher A. Ward, Shareholder        $425 per hour
          James E. Bird, Shareholder              $425 per hour
          Justin K. Edelson, Associate            $255 per hour
          Shanti M. Katona, Associate             $255 per hour
          Lindsey M. Suprum, paralegal            $185 per hour

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SIGNATURE STYLES: Hires Canadian Bankruptcy Counsel
---------------------------------------------------
Signature Styles LLC and Signature Styles Gift Cards LLC told the
Bankruptcy Court in Wilmington, Delaware, they need to employ a
Canadian counsel because one of their wholly subsidiary is based
in Canada.  Specifically, Signature Styles Canada Corp., a non-
debtor, operates a call center in New Waterford, Nova Scotia.
More than half of the Debtors' employees are, or were, employed in
Nova Scotia and the Debtor's operations in Canada require
competent Canadian counsel to navigate their bankruptcy
proceedings.

In this regard, the Debtor ask the Bankruptcy Court to approve
their employment of Wickwire Holm, which has experience in cross-
border reorganization cases and other debt restructurings.

The firm began providing legal advice to the Debtors pre-
bankruptcy.  The firm worked with the Debtors' chief restructuring
officer, Robert Angart, regarding the Canadian subsidiary and
certain intercompany matters, including employment matters and
business operations in Canada.

Carl A. Holm, Q.C., attests that his firm does not hold or
represent any interest or connection adverse to the Debtors, their
estates, their creditors, any other party in interest, or their
attorneys or accountants.  The firm is a "disinterested person" as
defined in Sec. 101(14) of the Bankruptcy Code.

Mr. Holm charges C$425 per hour for his services.

Before the petition date, the firm received a $20,000 retainer
from the Debtor.

The firm may be reached at:

     Carl A. Holm, Q.C.
     WICKWIRE HOLM
     2100-1801 Hollis
     Halifax, NS B3J 3N4, Canada
     Tel: (902) 429-4111
     E-mail: cholm@wickwireholm.com

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SOUTHLAKE AVIATION: Can Reach Deal Outside Bankr., Case Dismissed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
dismissed the Chapter 11 case of Southlake Aviation, LLC.

As reported in the Troubled Company Reporter on May 18, 2011, the
Debtor determined that Gulfstream Aerospace Gulfstream V is
secured in Savannah, Georgia and that no reorganization is
necessary.  Additionally, the Debtor also believed it can reach an
agreement with VFS Financing Inc. regarding the G-V outside of
bankruptcy.

The G-V is not cross-collateralized as against the other estate
assets, which were not in default at the time of the Petition
Date.  On April 11, Regions Equipment Finance Corporation sent the
guarantors of its obligations, but not the Debtor, a notice of
non-monetary default.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  Linda S. LaRue, Esq., and Michael J. Quilling,
Esq., at Quilling, Selander, Cummiskey & Lownds, served as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts at $50 million to $100 million.


ST CHARLES: ARC Shopping Acquires Publix-Anchored Shopping Center
-----------------------------------------------------------------
ARC Shopping Center REIT Inc. has acquired the St. Charles Plaza,
a 65,000-square-foot shopping center located in Haines City,
Florida for approximately $10.1 million.  The shopping center is
anchored by Publix Supermarket, which occupies 45,600 square feet
on a long-term lease through October 2027.  Other tenants include
Verizon Wireless, Crispers, Publix Liquor and Hair Cuttery.

The St. Charles Plaza was constructed in 2007 and is located in
the Lakeland metropolitan statistical area between Tampa and
Orlando.  The shopping center is situated at the well-trafficked
intersection of Holly Hill Road and US Route 27 in a densely
populated area that has experienced over five percent annualized
population growth during the last 10 years. Presently, the St.
Charles Plaza is 98.2 percent occupied with minimal projected
tenant turnover expected within the next five years.  The Company
was able to successfully acquire this property on favorable terms
through a bankruptcy auction.

"We are pleased to acquire the St. Charles Plaza," said Mark Addy,
Chief Operating Officer for Phillips Edison -- ARC Shopping Center
REIT Inc.  "This acquisition is consistent with our business
strategy to acquire grocery-anchored shopping centers located in
infill and growing markets.  We believe this purchase delivers the
key elements of our business plan: a stable and growing income
stream anchored by the area's dominant grocer and located in a
highly trafficked area.  And because we were able to buy this
asset for what we believe is a great price and finance it using
debt with attractive terms, this transaction will be accretive to
shareholder value."

Publix is the dominant grocer in the geographic area maintaining a
40.2 percent market share, with the St. Charles Plaza location
experiencing strong sales growth over the last three years.  The
shopping center provides a stable rental stream with 75.6 percent
of the gross rents coming from Publix and other national and
regional retailers.

                     About Phillips Edison

Phillips Edison -- ARC Shopping Center REIT Inc. invests primarily
in necessity-based neighborhood and community shopping centers
throughout the United States with a focus on well-located grocery-
anchored shopping centers.  It is the first public, non-traded
investment vehicle to allow retail investors to capitalize on the
growing market segment of grocery-anchored retail centers.  The
REIT is sponsored by Phillips Edison founders Jeffrey Edison and
Michael Phillips, who along with an experienced management team
that averages 20 years in the industry and 10 years with the
company, have invested more than $1.8 billion to build a
nationwide portfolio of 250 neighborhood shopping centers in 35
states.  The REIT is also sponsored by American Realty Capital, a
real estate finance and investment firm.


STRATUS MEDIA: Jerry Rubinstein Elected to Board of Directors
-------------------------------------------------------------
Stratus Media Group, Inc.'s board of directors elected Jerry
Rubinstein to fill a vacancy on the board effective May 24, 2011.
Mr. Rubinstein will also chair the Company's Audit Committee.  Mr.
Rubinstein has received a grant of 450,000 restricted shares of
the Company's common stock as a member of the board of directors
and an additional 450,000 restricted shares of the Company's
common stock as Chairman of the Audit Committee, all of which vest
annually over a three-year period commencing May 1, 2011.  Mr.
Rubinstein will also receive annual cash compensation of $50,000
as a director and an additional $100,000 as chair of the Audit
Committee.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

The Company reported a net loss of $8.41 million on $40,189 of
revenues for 2010, compared with a net loss of $3.40 million on $0
revenue for 2009.

The Company's balance sheet at March 31, 2011, showed
$5.44 million in total assets, $6.17 million in total liabilities,
and $722,895 in total shareholders' equity.


TEXAS HILL: Gets Court Approval to Sell Real Property Assets
------------------------------------------------------------
The Hon James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona authorized Edward Burr, the Chapter 11 Trustee
of Texas Hill Diamante Colling LLC and its debtor-affiliate, Texas
Hill Enterprises GP, to sell its remaining real property assets
free and clear of all liens, claims and encumbrances.

On May 28, 2010, the Court entered its order authorizing the
Debtors to retain Southwest Land Associates LLC as the Debtors'
real estate broker to market and attempt to sell certain real
property assets of the Debtors. Pursuant to the agreement between
the Debtors and Southwest Land, as approved by the Court,
Southwest Land is to be compensated on a commission basis as
follows:

   a) 3% of the selling price or exchange value of property, plus
      any state sales taxes applicable to such commission, if the
      property is sold to a buyer exclusively introduced by
      Southwest Land and if Southwest Land is the sole broker;

   b) 2.5% of the selling price or exchange value of property,
      plus any state sales taxes applicable to such commission, if
      the property is sold to any other buyer and if Southwest
      Land is the sole broker; or

   c) 5% of the selling price or exchange value of property, plus
      any state sales taxes applicable to such commission, if the
      property is sold and co-brokered with another brokerage
      firm.

The authorized the Trustee to sell:

   a) Parcel 8, consisting generally of approximately
      79.745 gross acres of vacant land and identified by the
      assessor's tax parcel no. 207-12-004C;

   b) Parcel 9, consisting generally of approximately 80 gross
      acres of vacant land and identified by the assessor's tax
      parcel no. 207-13-002A;

   c) the Headquarters Land and Buildings, consisting generally of
      40 acres of WMIDD Cropland, the Debtors' headquarters
      building and two residences owned by the Debtors, identified
      by the assessor's tax parcel no. 207-40-006, 207-40-010, and
      207-40-012, including any and all current and historic water
      rights and irrigation rights associated with the property
      either vested in the property itself or those water rights
      as historically provided to the property by the Welton-
      Mohawk Irrigation and Drainage District;

   d) Camp IV, consisting generally of approximately 6.22 gross
      acres of labor camp and vacant land and identified by the
      assessor's tax parcel nos. 207-35-005 and 207-35-015; and

   e) the Section 26 Parcel, consisting generally of approximately
      45.54 gross acres of vacant land and identified by the
      assessor's tax parcel no. 207-42-004.

According to the Debtors, Rabo Agrifinance Inc., Rabobank NA and
Farm Credit Southwest PCA have consented to the auction and to the
sale of certain parcel free and clear of their liens.  Rabo
Agrifinance holds a second position lien on Parcel 8 and Parcel 9
securing a claim in the amount of $4,375,377.  Farm Credit
Services holds a first position lien on the Headquarters Land and
Buildings, and a third position lien on Parcel 8 and Parcel 9, as
well as a perfected lien in other property of the bankruptcy
estates of the Debtors, securing a claim in the amount of
approximately $5,021,546.  Rabo Agrifinance holds a first position
lien on, among other property of the bankruptcy estate of the
Debtors, Parcel 8 and Parcel 9, securing a claim in the amount
of approximately $2,114,493.

                         About Texas Hill

Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill
Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr.
D. Ariz. Case No. 10-11121).  Daniel P. Collins, Esq., and Allysse
M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie,
represents the Company in its restructuring effort.  The Company
disclosed $15,382,990 in assets and $14,041,190 in liabilities.

Edward Burr is the appointed  Chapter 11 trustee in the Debtors'
cases.  Mr. Burr is represented Philip R. Rudd at Polsinelli
Shughart PC.  Sierra Consulting Group, LLC serves as the financial
advisor to the Chapter 11 trustee.


TBS INTERNATIONAL: Issues 70,000 Series A Preference Shares
-----------------------------------------------------------
TBS International plc, on May 31, 2011, pursuant to the terms of
the Investment Agreement by and among the Company, Joseph Royce,
Gregg McNelis and Lawrence Blatte, as amended, issued an aggregate
of 70,000 of its Series A Preference Shares at $100 per share to
Messrs. Royce, McNelis and Blatte, for a total purchase price of
$7.0 million.  The shares were issued pursuant to the exemption
from the registration requirements afforded by Section 4(2) of the
Securities Act of 1933, as amended.  The Series A Preference
Shares are convertible at any time into Class A ordinary shares of
the Company at a conversion rate of 50.0 Class A ordinary shares
for each Series A Preference Share, subject to adjustments to
reflect semiannual increases in liquidation value and stock splits
and reclassifications.  No discounts or commissions were paid in
connection with this private placement.

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company's balance sheet at March 31, 2011, showed US$681.39
million in total assets, US$406.22 million in total liabilities,
and US$275.17 million in total shareholders' equity.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TMG CANTON: Asks Court to Approve Sullivan Ward Employment
----------------------------------------------------------
TMG Canton Crossings LLC seeks Bankruptcy Court permission to
employ Sullivan Ward Asher & Patton P.C. as its legal counsel.

The firm will be paid for its services on an hourly basis
according to these rates:

          Senior principals, including          $325 per hour
             Wallace M. Handler
          Principals, including Debra Beth      $300 per hour
             Pevos
          Associates                            $250 per hour

The Debtor has paid the firm $20,000 as retainer, exclusive of a
$1,039 filing fee.

                         About TMG Canton

TMG Canton Crossing LLC owns a 744-unit residential apartment
complex in Canton, Michigan.  TMG Canton filed a Chapter 11
petition (Bankr. E.D. Mich. Case No. 11-54145), on May 17,
2011.  Judge Walter Shapero presides over the case.  The Debtor
estimated assets and debts of $10 million to $50 million.  Court
filings say the project is worth $17.5 million.  Lender Wells
Fargo Bank NA has a $29.3 million mortgage.  The petition was
signed by Jeffrey Starman, president of TMG Canton Manager, Inc.,
managing member.


TMG CANTON: Proofs of Claim Due Sept. 20
----------------------------------------
The U.S. Trustee for the Eastern District of Michigan was
scheduled to convene a meeting of creditors in the bankruptcy case
of TMG Canton Crossing LLC on June 22, 2011 at 2:00 p.m. at room
315 E, 211 W. Fort St. Bldg. Detroit.  Proofs of Claim are due by
Sept. 20, 2011.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                         About TMG Canton

TMG Canton Crossing LLC owns a 744-unit residential apartment
complex in Canton, Michigan.  TMG Canton filed a Chapter 11
petition (Bankr. E.D. Mich. Case No. 11-54145), on May 17,
2011.  Judge Walter Shapero presides over the case.  The Debtor
estimated assets and debts of $10 million to $50 million.  Court
filings say the project is worth $17.5 million.  Lender Wells
Fargo Bank NA has a $29.3 million mortgage.  The petition was
signed by Jeffrey Starman, president of TMG Canton Manager, Inc.,
managing member.


TPF GENERATION: S&P Affirms 'BB' Rating on $850MM Sr. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
TPF Generation Holdings LLC's $495 million second-lien term loan
to '4' from '5'. The '4' rating indicates our expectations of an
average (30% to 50%) recovery of principal in a default scenario.
"At the same time, we affirmed our 'B' rating on the second-lien
securities. Lastly, we affirmed our 'BB' rating on TPF's first-
lien $850 million senior secured term loan and related senior
securities and left the '1' recovery rating unchanged. The outlook
on all the securities' ratings is negative," S&P said.

"The recovery rating revision follows the successful sale of the
University Park facility on May 25, 2011," said Standard & Poor's
credit analyst Theodore Dewitt. "The project used substantially
all of the proceeds to pay down first-lien debt. This improves
refinancing risk at first-lien-maturity. A combination of the
delivering effects of the sale as well as an increase in
comparable asset valuation multiples in the PJM Interconnection
region improves recovery prospects on the second-lien
facilities in the event of default."

As two of the project's assets, Wolf Hills and Big Sandy are in
PJM, the results of the recent PJM Reliability Pricing Model (RPM)
capacity auction for the 2014-2015 delivery year require
examination. The results were strong at $125.99 per kilowatt (kW).
These higher capacity prices will be a consideration at
refinancing because they provide some cash flow certainty in
the initial years following refinancing. "However, the new
capacity prices do not change our near-term financial projections
as the higher capacity prices do not take effect until mid-2014,
while the first-lien term loan matures at the end of 2013," S&P
said.

"We base the negative outlook on the project's exposure to
merchant power markets and merchant capacity at High Desert. These
factors affect financial performance in 2013 and the amount of
consolidated debt that will be outstanding when the first-lien
term loan matures in 2013. If the project successfully executes
contracts for merchant capacity at about $27 or greater per kW-
year at High Desert, bringing the minimum consolidated debt
service coverage ratio in 2013 to above 1x in our base case
scenario, and demonstrates progression toward bringing
consolidated debt per kW below $300 by the 2013 maturity of the
term loan, we would consider bringing the outlook to stable.
Deterioration in operating performance or actions that raise
consolidated debt higher than $300/kw when the first lien matures
could result in a lower rating," S&P said.


US AIRWAYS: Moody's Assigns Low-B Ratings to Certificates
---------------------------------------------------------
Moody's Investors Service assigned Ba2 and B2 ratings to the Class
A and Class B Pass Through Certificates, Series 2011-1,
respectively, of the 2011-1 Pass Through Trusts to be issued by US
Airways, Inc. The transaction documentation provides for the
possible issuance of one additional subordinated tranche of
certificates at a future date. The subordination provisions of the
inter-creditor agreement provide for the payment of interest on
the Preferred Pool Balance of the Class B Certificates before
payments of principal on the Class A Certificates. Amounts due
under the Certificates will, in any event, be subordinated to any
amounts due on either of the Class A or Class B Liquidity
facilities, each of which provides for three consecutive semi-
annual interest payments due the respective Certificate holders.

Assignments:

   Issuer: US Airways, Inc.

   -- Senior Secured Enhanced Equipment Trust, Assigned Ba2

   -- Senior Secured Enhanced Equipment Trust, Assigned B2

The Class A and Class B Equipment Notes issued by US Airways and
acquired with the proceeds of the Certificates will be the primary
assets of the Pass Through Trusts. The Certificates' proceeds will
refinance five currently owned Airbus aircraft; each delivered new
in 2009 or 2010 and four newly-manufactured Airbus A321-200
aircraft to be delivered prior to December 15, 2011. The payment
obligations of US Airways under the Notes will be fully and
unconditionally guaranteed by US Airways Group, Inc.

RATINGS RATIONALE

The ratings of the Certificates consider the credit quality of US
Airways and US Airways Group (Corporate Family Rating of Caa1,
stable outlook) as obligor or guarantor under the Notes, Moody's
opinion of the collateral protection of the Notes, the credit
support provided by the liquidity facilities, the cross-
subordination provisions of the inter-creditor agreement and
certain structural characteristics of the Notes such as the cross-
collateralization and cross-default provisions and the protections
of Section 1110 of Title 11 of the United States Code. The
assigned ratings of Ba2 and B2 on the Class A and Class B
Certificates, respectively, reflect Moody's opinion of the ability
of the Pass-Through Trustees to make timely payment of interest
and the ultimate payment of principal at a date no later than
April 22, 2025 for the Class A Certificates and April 22, 2020 for
the Class B Certificates, each the final maturity dates.

The aircraft collateral of this financing will be among the
youngest vintages in any of US Airways' (including those of the
former America West Airlines) other Enhanced Equipment Trust
Certificate financings. Additionally, the underlying obligations
of a majority of the aircraft in the other EETCs of US Airways are
operating leases, whereby an unrelated third-party holds the
equity and ultimate potential loss position in the event of a
restructuring by US Airways. The ratings assigned to each of the
tranches of the Series 2011-1 certificates reflects Moody's belief
of a high probability of affirmation by US Airways of the
underlying equipment notes in the event of a reorganization by it
under a default scenario because of the young age of the aircraft
and the cross-default and cross-collateralization feature. The
ratings also consider the more modest over-collateralization that
this financing contemplates relative to those of other recent
EETCs issued by other U.S. carriers.

At Ba2, the rating on the A-tranche of 2011-1 is one notch above
the current Ba3 ratings on the G-tranches of US Airways' 2000-2,
2000-3 and 2001-1 EETCs, financings with higher loans-to-value
based on Moody's estimates of current market values of aircraft.
Moody's believes that the probability of affirmation of US
Airways' obligations under the underlying financing agreements is
greater for the 2011-1 Series because of the operating benefits of
nearly new aircraft versus those of 10 or 11-year old Airbus
aircraft in its other EETCs. The inclusion of two A330-200s in the
2011-1 EETC also makes the collateral of 2011-1 more attractive
relative to the company's more seasoned EETC issues, but equally
attractive to the 2010-1 Series under a reorganization scenario,
as there are relatively few wide-bodies in this carrier's fleet
and the lift provided by these aircraft would be needed to support
its long-haul network. The over-collateralization that this
financing contemplates (loan-to-value of about 60% on the A-
tranche and above 75% on the B-tranche) based on Moody's estimates
of current market value provides a smaller equity cushion relative
to those of the A and B tranches of other EETCs recently issued by
other U.S. carriers. Nevertheless, the cross-collateralization of
the equipment notes should enhance the recovery for investors in
the unlikely event of the rejection of the aircraft by US Airways
under a bankruptcy scenario and pursuant to the provisions of the
Code or in the event of a default on the Certificates.

Any combination of future changes in the underlying credit quality
or ratings of US Airways or U.S. Airways Group, unexpected
material changes in the value of the aircraft pledged as
collateral, and/or changes in the status or terms of the liquidity
facilities or the credit quality of the liquidity provider could
cause Moody's' to change its ratings of the Certificates.

General Structure of the Series 2011-1 EETC

The portion of the proceeds of the Certificates earmarked for the
future deliveries of the A321-200 aircraft will initially be held
in escrow and deposited with the Depositary, The Bank of New York
Mellon (short-term rating of P-1), until the issuance of each of
the nine Notes.

The collateral pool consists of these nine aircraft:

  (i) one 2009 vintage CFM56-5B4 powered Airbus A320-200

(ii) four 2011 vintage and two 2009 vintage IAE V2533 Select One
      powered Airbus A321-200s (Heavy Gross Weight of 205,000
      MTOW)

(iii) two 2010 vintage Trent 772B powered Airbus A330-200s

The Certificates issued to finance the aircraft are not
obligations of, nor are they guaranteed by US Airways. However,
the amounts payable by US Airways under the Notes will be
sufficient to pay in full all interest and principal on the
Certificates when due. The Notes will be secured by a perfected
security interest in the aircraft. It is the opinion of counsel to
US Airways that the Notes will be entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code. Scheduled interest
payments on the Certificates will be supported by the separate
liquidity facilities sized to pay up to three respective
consecutive semi-annual interest payments in the event US Airways
defaults on its obligations under the Notes. The liquidity
facilities do not provide for payments of principal due, nor on
interest on the Certificate proceeds held in escrow during the
Delivery Period. Natixis S.A. acting through its New York Branch
(Moody's short-term rating of P-1) will provide the liquidity
facilities. The liquidity provider has a priority claim on
proceeds from liquidation of any of the aircraft or of the Notes
and other Trust collateral ahead of any of the holders of the
Certificates and is also the controlling party following a default
under the Notes indentures.

Cross-Collateralization

The ratings of the 2011-1 Certificates benefit from the cross-
collateralization of the Notes, a feature which Moody's believes
can enhance recovery in the event of a default. The structure
provides that for each aircraft sold following a default, the
excess of sale proceeds above the payoff of the related equipment
notes is made available to cover potential shortfalls that might
arise under any other equipment note upon the sale of the aircraft
pledged to any such note. Importantly, following a default, all
excess proceeds are retained until the settlement at maturity of
the last of the equipment notes or the indentures are cancelled.

Moody's considers the number of aircraft and the number of
different aircraft models that comprise the collateral pool when
assessing the benefit of a cross-collateralized EETC. At nine
aircraft covering three different types, the collateral pool is
modest in size, providing only limited benefit for this feature.
The included aircraft types do not constitute a significant
concentration in any particular aircraft type within its combined
mainline fleet. Being the youngest vintages in the company's fleet
and that each of the models would be integral to the company's
network support the likelihood of affirmation by US Airways of its
obligations under the Notes under a reorganization scenario, thus
minimizing the probability of the cross-collateralization benefit
being called upon by creditors over the life of the transaction.

The principal methodology used in rating U.S. Airways Group, Inc.
was the Global Passenger Airlines Industry Methodology, published
March 2009 and Enhanced Equipment Trust And Equipment Trust
Certificates Methodology, published December 2010.

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates one of the largest airlines in the U.S. with
service throughout the U.S. as well as Canada, Mexico, Europe, the
Middle East, the Caribbean, Central and South America.


US AIRWAYS: S&P Gives Prelim. B+ Rating to Class B Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB
(sf)' rating to US Airways Inc.'s series 2011-1 Class A pass-
through certificates, with an expected maturity of Oct. 22, 2023.
At the same time it assigned its preliminary 'B+ (sf)' rating to
the Class B pass-through certificates, with an expected maturity
of Oct. 22, 2018. The final legal maturities will be 18 months
after the expected maturity. The issues are drawdowns under a Rule
415 shelf registration. Standard & Poor's will decide on ratings
to assign on conclusion of a legal review of the documentation.

"The preliminary 'BBB (sf)' and 'B+ (sf)' ratings are based on US
Airways' credit quality, substantial collateral coverage by good
quality aircraft, and on legal and structural protections
available to the pass-through certificates," said Standard &
Poor's credit analyst Betsy Snyder. "The company will use the
proceeds of the offering to refinance two A321-200, two A330-200,
and one A320-200 aircraft that were delivered in 2009-2010, and
four A321-200 aircraft to be delivered in September-October 2011.
Each aircraft's secured notes are cross-collateralized and cross-
defaulted, a provision that we believe increases the likelihood
that US Airways would affirm the notes (and thus continue to pay
on the certificates) in bankruptcy."

The pass-through certificates are a form of enhanced equipment
trust certificates, and benefit from legal protections afforded
under Section 1110 of the federal bankruptcy code and by a
liquidity facility provided by Natixis S.A. (A+/Stable/A-1). The
liquidity facility is intended to cover up to three semiannual
interest payments, a period during which collateral could be
repossessed and remarketed by certificateholders following any
default by the airline, or to maintain continuity of interest
payments as certificateholders negotiate with US Airways in a
bankruptcy with regard to certificates.

The preliminary ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon (AA-/Stable/A-1+), pending paying off
existing debt on the planes (which should be accomplished by
October 2011). Amounts deposited under the escrow agreements are
not property of US Airways and are not entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, and any default arising
under an indenture solely by reason of the cross-default in such
indenture may not be of a type required to be cured under Section
1110. Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or transferred.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P related.

"We consider the collateral pool overall to be of good quality.
The largest proportion of appraised value, about 57%, consists of
A321-200s. The A321-200 is the largest version of Airbus' popular
A320 narrowbody family of planes. The A321-200 has not been as
successful as the A320 or smaller A319, but nonetheless is
operated by 68 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. It is too early to tell
how popular this option will be, and we believe a lot will depend
on how much more expensive the NEO is. If widely adopted, sale of
NEO planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990s), rather than the recently delivered A321-200's and
A320's in the 2011-1 collateral pool," S&P said.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 67
airlines worldwide. It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered. Still,
it will take a while for this to occur, even if Boeing is able to
make its first delivery later in 2011. The final, and smallest,
proportion of value, about 8%, is represented by A320-200's. This
model is Airbus' most successful plane, with a very wide user base
around the world. Airbus will offer a new engine option on this
plane in the middle of this decade.

The initial loan-to-value of the Class A certificates is 53.4% and
of the Class B certificates 70.5%, using the appraised base values
and depreciation assumptions in the offering memorandum. "However,
we focused on more conservative maintenance-adjusted appraised
values (not disclosed in the offering memorandum). We also use
more conservative depreciation assumptions for all of the planes
than those in the prospectus. We assumed that, absent cyclical
fluctuations, values of the A321-200s and A330-200s would decline
by 6.5% of the preceding year's value per year, and the A320-200s
6%. Using these values and assumptions, the Class A initial loan-
to-value is higher, 56.5%, and rises slightly to close to 60% at
its highest point, before declining gradually. The Class B initial
loan-to-value, using our assumptions, is about 74.4%, and peaks at
close to 79% before declining. Our analysis also considered that a
full draw of the liquidity facility, plus interest on those
draws represents a claim senior to the certificates. This amount
is somewhat higher (as a percent of asset value) than for EETCs
issued recently by other U.S. airlines, but is similar to that of
many other, earlier EETCs. Initially, a full draw, with interest,
is equivalent to about 8.5% of asset value, using our assumptions.
We note that the transaction is structured so that US Airways
could later issue Class C certificates without a liquidity
facility. In the past, airlines have structured follow-on
certificates of this kind in such a way as to not affect the
rating on outstanding senior certificates," S&P elaborated.

"Our ratings on US Airways reflect our view of the consolidated
credit quality of parent US Airways Group Inc., which also owns
America West Airlines Inc. We base the ratings on US Airways
Group's substantial debt and lease burden, limited (though
improving) liquidity, and participation in the high-risk U.S.
airline industry. The ratings also incorporate the company's
better-than-average operating costs. Tempe, Ariz.-based US Airways
Group is the fifth-largest U.S. airline, carrying about 8% of
industry traffic. We characterize the company's business profile
as vulnerable and its financial profile as highly leveraged," S&P
stated.

"We expect US Airways' financial profile to remain fairly stable
over the next two years, with EBITDA interest coverage 1.6x-2.0x
and funds from operations (FFO)/debt in the low-teen percent area.
We believe that an upgrade is not likely over the near-term, but
could occur if FFO/debt moves consistently into the high-teens
percent area and unrestricted cash and short-term investments
increase to more than $2.5 billion. With US Airways' improved
operating performance and liquidity, we also believe a downgrade
is unlikely over the near term. However, if a stalled U.S.
economic recovery or serious oil price spike caused sustained
losses, causing liquidity to fall to below $1 billion, we could
lower ratings," S&P said.


US FIDELIS: Committee Wants President to Pay $500,000 in Damages
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of US Fidelis, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Missouri to enter judgment Christopher R.
Riley, as the Debtor's president granting these relief:

   a) damages not less than $500,000, plus accrued and unpaid
      interest; and

   b) damages in the amount of the Committee's expenses,
      reasonable attorneys' fees, and other costs of collection
      incurred.

The Committee said that on Oct. 6, 2009, Mr. Riley instructed
Tammy Graning, an employee of the Debtor at the time, to cause
$500,000 to be wired directly to New England Financial Company.
From this amount, $389,383 was deposited into an account number in
the name of Mr. Riley.  The balance of the $500,000 payment was
applied to repay separate loans taken out by each of Darain
Atkinson and Cory Atkinson.

In addition to the $500,000 payment to New England Financial
Company, the Debtor caused the sum of $108,105 to be paid to
federal and state taxing authorities as payroll taxes on account
of the bonus payment.

                     Plan Exclusivity Periods

According to the Debtor's case docket, it has withdrawn its fourth
motion to extend exclusivity period for filing a chapter 11 plan
and disclosure statement.

The Debtor requested for an extension in its exclusive periods to
file and solicit acceptances for the proposed plan until June 31,
2011, Aug. 31.  Prior to the April 22, 2010, hearing on the motion
to terminate, the Debtor and Committee negotiated a settlement
whereby the Debtor agreed not to object to the motion to terminate
in exchange for the Committee's agreement that the order granting
the motion to terminate would only apply to the Committee.

                      About US Fidelis, Inc.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010, (Bankr. E.D. Mo. Case No. 10-41902).  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.

The Committee is represented by:

         David A. Warfield, Esq.
         Allison E. Graves, Esq.
         One US Bank Plaza
         St. Louis, MO 63101
         Tel: (314) 552-6000
         Fax: (314) 552-7000
         E-mail: dwarfield@thompsoncoburn.com
                  agraves@thompsoncoburn.com


VALHI INC: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Dallas-based Valhi Inc. and its subsidiary, Kronos
International Inc., to 'B+' from 'B'. The outlook is stable.

"The upgrade reflects our expectation that sustained improvements
to operating results will continue to support adequate liquidity
and an improved financial profile," said Standard & Poor's credit
analyst Seamus Ryan. "We also believe that management will likely
maintain financial policies to support credit quality consistent
with the ratings."

The company's improved operating performance is the result of
sequential increases in volumes and pricing within Valhi's
titanium dioxide (TiO2) business. Standard & Poor's expects that
Valhi will continue to benefit from improving demand, tight
supply, and favorable pricing.

At the same time, Standard & Poor's raised the issue-level ratings
on Kronos International's EUR400 million senior secured notes due
2013 to 'B' (one notch below the 'B+' corporate credit rating)
from 'B-'. The recovery rating remains '5', indicating the
expectation of modest (10%-30%) recovery for noteholders
in the event of default.

Valhi, a holding company with about $1.7 billion in sales, derives
the majority of sales (approximately 90% in 2010) and operating
profits from its ownership in Kronos Worldwide Inc., the world's
third-largest producer of TiO2 (Kronos International is its
foreign arm). TiO2 is a white pigment that manufacturers use to
impart whiteness, brightness, and opacity in products such as
coatings, plastics, paper, fibers, food, ceramics, and cosmetics.


VAN CHASE: U.S. Trustee Wants Court to Dismiss Chapter 11 Case
--------------------------------------------------------------
The U.S. Trustee for Region 19 asks the U.S. Bankruptcy Court for
the District of Colorado to dismiss the Chapter 11 case of Van
Chase LLC on ground that Debtor's monthly operating reports have
not been filed for February, March and April of 2011.

According to the trustee, Debtor is delinquent in UST Quarterly
Fees for the 1st Quarter of 2011.  Also, on May 16, 2011, the
Court entered and Order allowing Relief From Stay against Debtor's
primary asset.

Aspen, Colorado-based Van Chase, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 10-31555) on Aug.
24, 2010.  John D. LaSalle, Esq., who has an office in Aspen,
Colorado, assists the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $26,528,200 in
total assets and $15,150,964 in total liabilities as of the
Petition Date.

The United States Trustee has not appointed a trustee, an examiner
or an unsecured creditors committee in Debtor's case.


WATERSONG APARTMENTS: Taps Reeder Law as Gen. Insolvency Counsel
----------------------------------------------------------------
Watersong Apartments, L.P., asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Reeder
Law Corporation as general insolvency counsel.

Reeder Law will be representing the Debtor in the Chapter 11
proceedings.

The hourly billing rate of Reeder Law's personnel are:

         David M. Reeder, Esq.                 $375
         Paralegals/Graduate Law Clerks        $145

Barry S. Nussbaum, managing member of BNC Investment, LLC, a
general partner of the Debtor's general partner BNC Watersong,
paid Reeder Law a $26,039 retainer.  The retainer balance as of
the Petition Date is $22,037.

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

The firm can be reached at:

         David M. Reeder, Esq.
         REEDER LAW CORPORATION
         1880 Century Park East, Suite 1200
         Los Angeles, CA 90067
         Tel: (310) 557-8911
         Fax: (310) 557-0380
         E-mail: david@reederlaw.com

                  About Watersong Apartments, L.P

Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., filed for Chapter 11 bankruptcy protection on April 2, 2011
(Bankr. S.D. Calif. Case No. 11-05632).  Bankruptcy Judge Louise
DeCarl Adler presides over the case.  The Debtor estimated assets
at $10 million to $50 million and debts at $1 million to
$10 million.


WEINGARTEN REALTY: S&P Affirms 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Weingarten Realty Investors to stable from negative. "At the same
time, we affirmed our 'BBB' corporate credit and senior unsecured
debt ratings and our 'BB+' preferred stock rating on Weingarten.
The affirmations affect roughly $1.135 billion of Weingarten's
senior unsecured notes and $498 million of the company's preferred
stock."

"Our ratings on Weingarten acknowledge the company's well-
diversified portfolio of predominantly grocery-anchored shopping
centers, moderate leverage, and adequate liquidity," said Standard
& Poor's credit analyst Eugene Nusinzon. "Weingarten's debt
coverage measures are weak for the ratings. However, we expect
that organic growth and deleveraging from asset sales over the
next two years will bolster debt coverage measures to levels
that we expect to be supportive of the current ratings. We
characterize Weingarten's business risk profile as satisfactory
and its financial risk profile as intermediate."

The outlook is stable. "As retail fundamentals recover, we expect
organic growth and modest deleveraging from asset sales over the
next two years to bolster debt coverage measures to levels that
will be supportive of the current ratings. We also expect
portfolio growth to be funded in a prudent manner such that
adequate liquidity is sustained. We would lower the ratings
if we no longer believe that FCC will gradually improve to above
2.0x through 2012 or if liquidity becomes less than adequate. At
this time, weak debt coverage measures preclude upward rating
momentum," S&P said.


WHITNEY HOLDING: S&P Withdraws 'BB/B' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB/B'
counterparty credit rating on Whitney Holding Corp. and its
primary banking subsidiary, Whitney National Bank upon notice that
its merger with Hancock Holding Corp. has closed. "We also
withdrew the 'BB' issue rating on former Whitney National Bank
subordinated debt, which is now an obligation of the new
consolidated Whitney Bank," S&P said.

"We withdrew the ratings because we do not currently rate Hancock
or its subsidiaries," said Standard & Poor's credit analyst Dan
Teclaw. Specifically, Hancock merged Whitney Holding Corp. into
Hancock Holding Corp., and Whitney National Bank into Hancock Bank
of Louisiana. The consolidated banking subsidiary was renamed
Whitney Bank.

"Concurrently, we withdrew our 'BB' issue rating on former Whitney
National Bank's subordinated debt of $150 million due on April 1,
2017, which is now an obligation of new Whitney Bank," S&P said.


WILKES BASHFORD: Asks Court to Convert Bankruptcy to Chapter 7
--------------------------------------------------------------
Chapter11Cases.com reports that TWBC, Inc. f/k/a Wilkes Bashford
Company filed a motion asking the bankruptcy court in San
Francisco to convert its chapter 11 bankruptcy case to chapter 7.

The Wilkes Bashford Company filed for bankruptcy on November 2009.

After the bankruptcy filing, Wilkes Bashford quickly completed a
sale of substantially all of its assets to Ed Mitchell West, LLC.
The proceeds of that sale satisfied the claims of Wilkes
Bashford's senior secured creditor, Comerica Bank., according to
Chapter11Cases.com.

Since that time, Chapter11Cases.com relates that the debtor and
its Creditors' Committee have been attempting to liquidate and
recover the few assets that were left following the sale and
reaching settlements with other secured creditors.  According to
Thursday's motion, Wilkes Bashford "has no further remaining
valuable assets that it or the Committee can liquidate in a cost-
effective manner for the benefit of the estate,"
Chapter11Cases.com discloses.

Based upon the assets currently in the estate, Wilkes Bashford
estimates that administrative claims will be fully satisfied and
there will be $72,000 left to be distributed to remaining non-
administrative unsecured creditors, Chapter11Cases.com says.

Chapter11Cases.com notes that based upon the most recent monthly
operating report filed in the case, there were over $11.9 million
in outstanding, allowed general unsecured claims against Wilkes
Bashford as of April 30, 2011.  Therefore, Chapter11Cases.com
adds, it appears that these creditors will receive less than a one
percent recovery on their claims.

The Wilkes Bashford Company -- http://www.wilkesbashford.com/--
is a high-end department store chain.  It was founded in 1966 and
operated its six-story flagship store in Union Square in San
Francisco, California.  Wilkes Bashford stores were also opened in
Mill Valley, Palo Alto, and Carmel, California.

Wilkes Bashford filed for Chapter 11 protection (Bankr. N.D.
Calif. Case No. 09-____) on Nov. 9, 2009 in San Francisco,
California.


WILLIAM LYON: Incurs $11.22 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
William Lyon Homes filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
attributable to William Lyon Homes of $11.22 million on $38.80
million of operating revenue for the three months ended March 31,
2011, compared with a net loss attributable to William Lyon Homes
of $8.48 million on $43.16 million of operating revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $627.54
million in total assets, $614.71 million in total liabilities and
$12.83 million in stockholders' equity.

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

                        http://is.gd/0AdJfy

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WINDY KNOLL GOLF CLUB: At Risk of Foreclosure
---------------------------------------------
Andrew McGinn at Springfield News-Sun reports that Windy Knoll
Golf Club as Executioner's Reason won't be turned back into
pasture despite being in receivership, its owner said.

Windy Knoll Golf Club, 500 Roscommon Drive, is facing foreclosure
after a mortgage company filed suit May 6 in Clark County Common
Pleas Court alleging the club's parent company has defaulted on
two loans valued at more than $3.6 million, according to
Springfield News-Sun.

In the suit, Springfield News-Sun notes that Kansas-based Mortgage
Investment Trust Corp. alleged that The Links at Windy Knoll, LLC,
500 Roscommon Drive, has recently failed to make payments on the
bulk of a $3.3 million construction loan issued in June 2000, in
addition to a $550,000 business loan issued in July 2005.  The
report relates that the suit alleges $3.1 million is still owed on
the construction loan, and interest has driven up the unpaid
balance of the business loan to $560,000.

The court appointed a receiver to maintain the semi-private, 18-
hole course opened in 2001 on the site of a former horse farm,
Springfield News-Sun notes.

At stake is the course, Springfield News-Sun discloses, some
additional property and personal property that wasn't specified in
the suit.


WOLVERINE TUBE: Wants Deloitte Financial Work Scope Expanded
------------------------------------------------------------
Wolverine Tube Inc. and its debtor-affiliates ask the Hon. Peter
J. Walsh of the U.S. Bankruptcy Court for the District of Delaware
for permission to expand the scope of Deloitte Financial Advisory
Services LLP's work as financial advisor.

The Debtors and their professionals determined that they require
additional financial reporting services with respect to fresh
start accounting in connection with their proposed plan of
reorganization and their emergence from bankruptcy.

As reported in the Troubled Company Reporter on April 5, 2011, the
firm's professionals and their hourly rates:

   Partner, Principal, Director     $500
   Senior Manager                   $420
   Manager                          $360
   Senior Associate                 $280
   Associate                        $220

Deloite FAS estimates that the total fee will be between $200,000
and $240,000.

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

                        About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

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

The Debtors filed a prearranged chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.


WORLD FITNESS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: World Fitness Systems, Inc.
          dba World Gym
          fka World Fitness Center
        P.O. Box 8362
        Caguas, PR 00725

Bankruptcy Case No.: 11-05175

Chapter 11 Petition Date: June 20, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LAW OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: bankruptcy@gratacoslaw.com

Scheduled Assets: $1,074,320

Scheduled Debts: $1,167,070

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-05175.pdf

The petition was signed by Jaime L. Rivera, president.


ZANETT INC: Receives Non-Compliance Notice from NASDAQ
------------------------------------------------------
Zanett, Inc., received a non-compliance notice from the NASDAQ
Stock Market stating that the company was not in compliance with
NASDAQ Listing Rule 5250(c)(1) because the company has not timely
filed its Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2011.  The NASDAQ letter stated that the company
has until July 25, 2011, to submit a plan to regain compliance.
If such a plan is timely submitted by the company, the NASDAQ
staff can grant the company up to 180 calendar days from the due
date of the Form 10-Q (or until Nov. 21, 2011) to regain
compliance.

The company intends to submit a plan to regain compliance to
NASDAQ no later than July 25, 2011.  No assurance can be given
that NASDAQ will accept the company's compliance plan or grant an
exception for the full 180-day period contemplated by the NASDAQ
Listing Rules.  Under the NASDAQ rules, the company's common stock
will continue to be listed on NASDAQ until July 25, 2011, and for
any exception period that may be granted to the company by NASDAQ.
However, until the company regains compliance, quotation
information for the company's common stock will continue to
include an indicator of the company's non-compliance and the
company will continue to be included in a list of non-compliant
companies on the NASDAQ Web site.

                         About Zanett Inc.

Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies.  Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.

Zanett Inc. in November 2010 said it remains in discussion
to replace its revolving credit facility with Bank of America.
Zanett was not in compliance with certain loan covenants as of
Sept. 30, 2010.  The credit facility matured on June 21, 2010.
The Company's line of credit was subject to a forbearance
agreement with BofA.

The Company's balance sheet at Dec. 31, 2010 showed $28.29 million
in total assets, $22.69 million in total liabilities and $5.60
million in total stockholders' equity.

Amper, Politziner & Mattia, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred a
significant loss from continuing operations, has a working capital
deficit and all of its outstanding debt is either currently
payable or payable within the next twelve months.


* TheStreet.com Names 14 Restaurants at Bankruptcy Risk
-------------------------------------------------------
A TheStreet.com article by Miriam Reimer identified 14 restaurant
operators that are at risk of bankruptcy.  TheStreet.com report
determined the Altman Z-Score, a formula developed by New York
University professor Edward Altman in 1968.

The Altman Z-Score measures several aspects of a company's
financial health -- including working capital, total assets, total
liabilities, market capitalization, sales, retained earnings and
earnings before interest & taxes -- to forecast the probability of
it going bankrupt within two years.  TheStreet.com, citing
Investopedia, noted that the formula, since its inception, has
been 72% accurate in predicting corporate bankruptcies two years
prior to the filing.

TheStreet.com ranked the restaurant chains from the high-risk to
the low-risk.  These are:

           1. Denny's;

           2. Wendy's/Arby's, which is selling the Arby's chain to
              private-equity group Roark Capital Group in deal
              valued at $430 million;

           3. Morton's Restaurant Group;

           4. DineEquity, which operates IHOP and Applebee's
              Neighborhood Grill and Bar restaurants;

           5. Domino's Pizza;

           6. Bravo Brio Restaurant Group, operator of Italian
              restaurant chains under the BRAVO! Cucina Italiana
              and BRIO Tuscan Grille brands.  It has been rumored
              to be a possible acquisition target for Darden
              Restaurants, which owns Red Lobster and Olive Garden
              restaurant concepts, among others.  Bravo Brio has
              rejected the rumor, saying it's not interested in
              pursuing a deal;

           7. McCormick & Schmick's Seafood Restaurants, which put
              itself up for sale in early May after rejecting a
              $137.2 million offer in April from Landry's
              Restaurants.  On June 1, Landry's extended its offer
              until July 29;

           8. Ruth's Hospitality Group, operator of Ruth's Chris
              Steak House and Mitchell's Fish Market chains;

           9. O'Charley's, which operates restaurants under its
              namesake, Ninety Nine Restaurant and Stoney River
              Legendary Steaks brands. It recently closed 16
              underperforming stores to help contain costs;

          10. Einstein Noah Restaurant Group;

          11. Carrols Restaurant Group, which operates Pollo
              Tropical, Taco Cabana and Burger King restaurants;

          12. Ruby Tuesday;

          13. Sonic; and

          14. Red Robin Gourmet Burger

A copy of TheStreet.com article is available at
http://is.gd/Kmi5nq


* Four Lawyers Join Capstone Advisory Group LLC
-----------------------------------------------
Capstone Advisory Group, LLC disclosed that the expansion of its
Litigation & Forensic Services practice specializing in Litigation
Support/Fraud Investigation/Government Investigation/Forensic
Accounting/SEC Enforcement practice in New York and Washington,
D.C. The expansion includes:

An International presence with the opening of a Latin America
office in Panama City, Panama

The commencement of its Electronic Discovery and strategic
business development practice with additions of key executives in
the New York and Washington, D.C. offices

The firm will continue its investment in growing practices to
assist clients facing increased regulatory scrutiny, focusing on:

The needs of clients facing compliance with US laws abroad
including FCPA and UK Bribery Act

Increased needs for Compliance's services in the Financial/Banking
markets as legislative changes and regulatory oversight create
uncertainty for multi-National clients

Our new professionals include:

Eric Mazur has 20 years of experience managing large technology
projects related to the forensic recovery and electronic discovery
process of data demanded by subpoena.  He has forensically
produced millions of pages of client data for critical legal
review.  He has extensive experience leading highly sensitive and
complex computer forensic and electronic discovery investigations
as well as recovering mass amounts of data residing on backup
tape.

Jamie Berry has a proven record of proficiency and proactive
leadership in developing efficient and cost-effective, e-Discovery
workflow strategies for clients involved with multiple discovery
scenarios.  He relies on a unique career path that includes
experience at a law firm, service provider and multiple consulting
firms.  He has provided expertise in all phases of the discovery
lifecycle including identification, preservation, intelligent data
reduction, processing, review and production.

Mr. Mazur and Mr. Berry will lead Capstone's new E-Discovery
practice.

Richard Fogarty, who has over 17 years of investigative and legal
experience, has worked on a variety of complex investigations for
corporations and law firms throughout Latin and Central America,
Asia, the Middle East, Eastern Europe and Russia.  He is an expert
in matters related to the Foreign Corrupt Practices Act, complex
global fraud investigations, investigative due diligence, asset
searches, anti-money laundering/anti-terrorist financing,
compliance and investigations.  Mr. Fogarty will be leading
Capstone's efforts in the Latin America region.

Michael Malarkey joined Capstone's Litigation and Forensic
practice in the Washington, DC office to lead its business
development initiatives.  Michael leverages his 20 years of
experience in the Litigation Support market and focuses on new
business development primarily in the white collar litigation and
forensic accounting areas with large multi-national law firms.

Ed Ordway, Co-Manager and Co-Founder of Capstone Advisory Group
said: "We are very excited to continue with the expansion of our
firm with these new professionals.  Their knowledge and years of
experience will allow us to better serve our growing litigation
and forensic consulting practice."

Capstone's litigation forensic and dispute resolution team is
among the most experienced in the industry and provides law firms
and corporations with a complete range of forensic and litigation
services.  Our professionals have vast expertise in contract
disputes, forensic investigations, accounting malpractice,
securities litigation, purchase price disputes, construction
claims, bankruptcy litigation, liability issues, and intellectual
property disputes.  Our team is well versed in all phases of
litigation and alternative dispute resolution, including
discovery, early case assessment and strategy and complex data
management and analysis, as well as providing expert testimony.

What sets Capstone apart beyond the exceptional knowledge and
results it brings to its clients, and the strong leadership
position and track record that they hold in the industry, is its
greatest asset: a top-tier team of senior professionals who are at
the forefront of their respective disciplines.  These
professionals are completely committed to meeting the needs of
each client.


* Levin Attorneys Named to Most Powerful Employment Counsel List
----------------------------------------------------------------
Kramer Levin Naftalis & Frankel disclosed that four partners in
the firm - Matthew S. Dunn, Mark D. Koestler, Kevin B. Leblang and
Theodore (Ted) Ruthizer - have made Human Resource Executive
magazine's 2011 list of the Most Powerful Employment Attorneys.
The listings, which appeared in the magazine on June 16 and
attracted over 5000 nominations in the immigration, employment and
benefits arena, mark the third consecutive year that Mr. Leblang
and Mr. Ruthizer made the Most Powerful list and the first for Mr.
Koestler and Mr. Dunn.

Employers with offices throughout the world turn to Kramer Levin
for assistance in connection with all issues related to the
employment of employees.  The firm serves clients on matters such
as employment litigation, business immigration, employee benefits
and executive compensation, among many others.  Kramer Levin's
representative clients in the employment area cover industries
including financial services, consulting, insurance, tax, business
management, consumer products, real estate, oil/gas, electronics,
accounting, apparel, media, advertising, entertainment and
education.

Mr. Leblang, ranked in the list's 100 most powerful corporate
employment lawyers, is chair of the firm's Employment Law
Department and counsels employers on matters ranging from the
adoption and application of employee relations policies to the
evaluation and minimization of litigation risks of employment
decisions.  He also represents management clients in litigations
before federal and state courts, administrative agencies and
arbitrators.

Mr. Ruthizer, ranked in the list's top 20 immigration lawyers, is
co-chair of the firm's Business Immigration Group.  He is a past
president and general counsel of the American Immigration Lawyers
Association (AILA).  He is a Lecturer in Law at Columbia Law
School, where he teaches an advanced seminar in immigration law
and policy.

Mr. Koestler, ranked in the list's top 20 immigration lawyers, is
co-chair of the firm's Business Immigration Group.  He primarily
represents clients in the fields of advertising, entertainment,
banking, hedge funds, and communications.  Mr. Koestler has served
in various leadership roles including as a past chair of AILA NY
and as a member of AILA national's governing board of directors.

Mr. Dunn, listed as one of the 40 up and coming corporate
employment lawyers, is a partner in the firm's Business
Immigration Group where he represents a diverse group of clients,
especially in the areas of banking, healthcare, hospitality, and
advertising.  He is co-chair of the New York State Bar
Association's Immigration and Nationality Law Committee. Mr. Dunn
is a past chair of AILA NY and was also a member of the AILA
national's governing board of directors.

Kramer Levin Naftalis & Frankel LLP is a premier, full-service law
firm with offices in New York and Paris.  Firm lawyers are leading
practitioners in their respective fields, who understand their
clients' businesses, demonstrate a strong focus on client service
and offer innovative and practical solutions.  The firm represents
Global 1000 and emerging growth companies, institutions and
individuals, across a broad range of industries.  The firm, its
attorneys and practice groups have received the highest rankings,
awards and honors for their work including from Best Lawyers,
Chambers USA/Global, Lawdragon 500, Human Resource Executive,
American College of Trial Lawyers, National Law Journal, National
Bankruptcy Conference, BTI Client Service All-Star Team for Law
Firms, Benchmark Litigation, Institutional Investor, The
International Who's Who of Corporate Immigration Lawyers, Dealflow
Media, Investment Dealers Digest, IP Law & Business Almanac, Legal
500 (US and European), Real Estate Weekly and M&A Advisor, among
many others.  The firm has also been widely honored for its strong
commitments to pro bono, community service and diversity efforts.


* Rita W. Garry and Firm Join SmithAmundsen LLC
-----------------------------------------------
Rita W. Garry and members of The Garry Law Firm PC of Crystal
Lake, Ill. disclosed that they will join SmithAmundsen LLC, a firm
of 140 attorneys, headquartered in Chicago with offices located
throughout the Midwest.  This move joins two law firms with
established reputations for excellence, allowing both to enhance
the resources and talent they draw from to effectively serve
clients.

"The pace of the business world is accelerating, and business
clients demand consistent quality legal advice in a wider variety
of practice areas," said Rita Garry in a statement.  "This move
allows us to seize an opportunity to expand our client services,
even in a challenging business climate."

The Garry Law Firm PC, founded in 1995, is a boutique law firm
with a dynamic business law practice assisting emerging and middle
market businesses navigating business entity design decisions, a
wide array of commercial and operational contract matters,
intellectual property protection, and business sales,
acquisitions, mergers, and other restructuring transactions.
Founder, Rita W. Garry has more than 25 years of business law
experience and will move to SmithAmundsen's Chicago office to
enhance the firm's Corporate Transactional and Enterprise
practice.  Associate Amy M. Miller, an active member in the
McHenry County business community, will continue her corporate,
transactional, and enterprise business practice from
SmithAmundsen's Woodstock, Ill. office.

SmithAmundsen's Corporate Transactional and Enterprise team serves
large, mid-size, and emerging business and enterprise clients in
diverse industries including manufacturing, professional services,
commercial transportation, national and international
distribution, retail, technology, health care, construction,
entertainment, banking, non-profit organizations, and commercial
real estate.

"The addition of Rita and Amy to our Corporate Transactional and
Enterprise team allows us to grow our corporate and transactional
practice areas and increases their clients' access to
complementary areas of the law such as commercial, environmental
and insurance litigation, bankruptcy and creditors' rights, labor
and employment law, and entertainment law," said Larry Schechtman,
SmithAmundsen's Managing Partner.  "We are excited that the firm
continues to grow and anticipate that Rita and Amy will be valued
business advisers for our clients."

                     About SmithAmundsen

SmithAmundsen LLC is a rapidly expanding law firm comprised of 140
attorneys practicing from offices in Chicago, St. Charles,
Rockford and Woodstock, Ill.; Milwaukee, WI; and St. Louis, MO.
The firm represents business entities and individuals engaged in
most all commercial endeavors.  Major practice concentrations
include commercial litigation, labor and employment, banking and
financial services, construction, insurance services, commercial
transportation, health care and medical devices, products
liability/manufacturing and corporate transaction and enterprise
services.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Thomas Taylor
   Bankr. N.D. Ala. Case No. 11-41493
      Chapter 11 Petition filed June 9, 2011

In Re John FitzGerald
   Bankr. D. Ariz. Case No. 11-16832
      Chapter 11 Petition filed June 9, 2011

In Re Outstanding Investments, Inc.
   Bankr. D. Ariz. Case No. 11-16800
      Chapter 11 Petition filed June 9, 2011
         See http://bankrupt.com/misc/azb11-16800.pdf

In Re Procon Hotels LLC
   Bankr. D. Ariz. Case No. 11-16758
      Chapter 11 Petition filed June 9, 2011
         filed pro se

In Re Armen Dallakian
   Bankr. C.D. Calif. Case No. 11-35046
      Chapter 11 Petition filed June 9, 2011

In Re Maria Townsend
   Bankr. C.D. Calif. Case No. 11-12753
      Chapter 11 Petition filed June 9, 2011

In Re Nuran Halachian
   Bankr. C.D. Calif. Case No. 11-35026
      Chapter 11 Petition filed June 9, 2011

In Re Opaque Investors II, LLC
        dba Opaque Investors II, LLC, a California limited
liability company
   Bankr. E.D. Calif. Case No. 11-34469
      Chapter 11 Petition filed June 9, 2011
        See http://bankrupt.com/misc/caeb11-34469.pdf

In Re Stuart Smits
   Bankr. E.D. Calif. Case No. 11-34464
      Chapter 11 Petition filed June 9, 2011

In Re Alison Morgan
   Bankr. N.D. Calif. Case No. 11-46248
      Chapter 11 Petition filed June 9, 2011

In Re Joseph Varr
   Bankr. N.D. Calif. Case No. 11-55496
      Chapter 11 Petition filed June 9, 2011

In Re PF&M Enterprise LLC
        dba The Cheese Steak Shop (Alameda franchise)
   Bankr. N.D. Calif. Case No. 11-46260
      Chapter 11 Petition filed June 9, 2011
        See http://bankrupt.com/misc/canb11-46260.pdf

In Re Enrique Barrera
   Bankr. S.D. Calif. Case No. 11-09666
      Chapter 11 Petition filed June 9, 2011

In Re Rick Rotsch
   Bankr. S.D. Calif. Case No. 11-09655
      Chapter 11 Petition filed June 9, 2011

In Re Robert Simon
   Bankr. S.D. Fla. Case No. 11-25977
      Chapter 11 Petition filed June 9, 2011

In Re Roy Stephen
   Bankr. S.D. Ill. Case No. 11-60303
      Chapter 11 Petition filed June 9, 2011

In Re David Boilard
   Bankr. D. Maine Case No. 11-20850
      Chapter 11 Petition filed June 9, 2011

In Re Anthony King
   Bankr. D. Md. Case No. 11-22165
      Chapter 11 Petition filed June 9, 2011

In Re Larrys of Ithaca, Inc.
        aka Larrys True Value
        aka Larrys Hardware
   Bankr. E.D. Mich. Case No. 11-22100
      Chapter 11 Petition filed June 9, 2011
        See http://bankrupt.com/misc/mieb11-22100.pdf

In Re Anthony Williams
      Jannine Williams
   Bankr. E.D. Mo. Case No. 11-46088
      Chapter 11 Petition filed June 9, 2011

In Re North Oak Shops, LLC
   Bankr. W.D. Mo. Case No. 11-42710
      Chapter 11 Petition filed June 9, 2011
         See http://bankrupt.com/misc/mowb11-42710.pdf

In Re Demetrio Rodriguez
   Bankr. D. Nev. Case No. 11-19132
      Chapter 11 Petition filed June 9, 2011

In Re Joscon, Inc.
   Bankr. S.D. N.Y. Case No. 11-36679
      Chapter 11 Petition filed June 9, 2011
         See http://bankrupt.com/misc/nysb11-36679.pdf

In Re Morgan Johnson Associates, LLC
   Bankr. W.D. Pa. Case No. 11-23705
      Chapter 11 Petition filed June 9, 2011
         See http://bankrupt.com/misc/pawb11-23705.pdf

In Re RNR Holdings, Inc.
        fdba Hydro-Stop, Inc.
   Bankr. D. S.C. Case No. 11-03715
      Chapter 11 Petition filed June 9, 2011
        See http://bankrupt.com/misc/scb11-03715.pdf

In Re William Alcorn
   Bankr. E.D. Tenn. Case No. 11-32775
      Chapter 11 Petition filed June 9, 2011

In Re Mark Carnes
   Bankr. E.D. Va. Case No. 11-33842
      Chapter 11 Petition filed June 9, 2011

In Re 10800 E. Cactus Road, LLC
   Bankr. D. Ariz. Case No. 11-16835
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/azb11-16835.pdf

In Re D&D Restaurants, Inc.
   Bankr. C.D. Calif. Case No. 11-35260
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/cacb11-35260.pdf

In Re Joseph Faherty
   Bankr. C.D. Calif. Case No. 11-29125
      Chapter 11 Petition filed June 10, 2011

In Re Mark Hestrin
   Bankr. C.D. Calif. Case No. 11-17191
      Chapter 11 Petition filed June 10, 2011

In Re Salvador Rivera
   Bankr. C.D. Calif. Case No. 11-29108
      Chapter 11 Petition filed June 10, 2011

In Re Marine Services Commercial Diving, Inc.
   Bankr. S.D. Calif. Case No. 11-09770
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/casb11-09770.pdf

In Re Dawn Beltrami
   Bankr. M.D. Fla. Case No. 11-04314
      Chapter 11 Petition filed June 10, 2011

In Re Curtis Clark
   Bankr. D. Kan. Case No. 11-11728
      Chapter 11 Petition filed June 10, 2011

In Re Co-Energy America, Inc.
   Bankr. D. Mass. Case No. 11-42518
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/mab11-42518.pdf

In Re Douglas Soe-Lin
   Bankr. D. Md. Case No. 11-22187
      Chapter 11 Petition filed June 10, 2011

In Re Fuhgeddaboudit Pizza, LLC
   Bankr. E.D. N.C. Case No. 11-04523
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/nceb11-04523.pdf

In Re Cal Corp., Inc.
        dba Stultz Fuel
        dba Quality Fuel
   Bankr. D. N.J. Case No. 11-27860
      Chapter 11 Petition filed June 10, 2011
        See http://bankrupt.com/misc/njb11-27860.pdf

In Re White Pearl Hotel, LLC
   Bankr. D. N.J. Case No. 11-27817
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/njb11-27817.pdf

In Re Medcorp E.M.S. South, LLC
   Bankr. N.D. Ohio Case No. 11-33256
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/ohnb11-33256.pdf

   In Re Medcorp, Inc.
      Bankr. N.D. Ohio Case No. 11-33239
         Chapter 11 Petition filed June 10, 2011
            See http://bankrupt.com/misc/ohnb11-33239.pdf

In Re Kevin McCloskey
   Bankr. W.D. Okla. Case No. 11-13143
      Chapter 11 Petition filed June 10, 2011

In Re L.A.D. Trucking, Inc.
   Bankr. D. Utah Case No. 11-28634
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/utb11-28634.pdf

In Re PSGameGear Sports Memorabilia, LLC
   Bankr. E.D. Va. Case No. 11-14312
      Chapter 11 Petition filed June 10, 2011
         See http://bankrupt.com/misc/vaeb11-14312.pdf


In Re Dimitrios Biller
   Bankr. C.D. Calif. Case No. 11-35532
      Chapter 11 Petition filed June 13, 2011

In Re Timothy Campbell
   Bankr. C.D. Calif. Case No. 11-35533
      Chapter 11 Petition filed June 13, 2011

In Re Saddle Creek Development, LLC
   Bankr. E.D. Calif. Case No. 11-92119
      Chapter 11 Petition filed June 13, 2011
         See http://bankrupt.com/misc/caeb11-92119.pdf

In Re U.S. Distributors, Inc.
   Bankr. S.D. Fla. Case No. 11-26316
      Chapter 11 Petition filed June 13, 2011
         See http://bankrupt.com/misc/flsb11-26316.pdf

In Re Health Research Institute, Inc.
   Bankr. N.D. Ill. Case No. 11-24853
      Chapter 11 Petition filed June 13, 2011
         See http://bankrupt.com/misc/ilnb11-24853.pdf

In Re Timothy Tippmann
   Bankr. N.D. Ind. Case No. 11-12298
      Chapter 11 Petition filed June 13, 2011

In Re Steven Ayres
   Bankr. D. Nev. Case No. 11-19242
      Chapter 11 Petition filed June 13, 2011

In Re Wells and Associates, Inc.
        dba ATH Service Group
        fdba Heidenreich and Wells Associates, Inc.
   Bankr. W.D. N.C. Case No. 11-10587
      Chapter 11 Petition filed June 13, 2011
        See http://bankrupt.com/misc/ncwb11-10587.pdf

In Re Cook and Fitch Property Management, LLC
      Bankr. N.D. Ohio Case No. 11-15099
         Chapter 11 Petition filed June 13, 2011
            See http://bankrupt.com/misc/ohnb11-15099.pdf

In Re Berg & Berg, Inc.
   Bankr. N.D. Ohio Case No. 11-15098
      Chapter 11 Petition filed June 13, 2011
         See http://bankrupt.com/misc/ohnb11-15098.pdf

In Re Owen Alignment, Inc.
   Bankr. W.D. Tenn. Case No. 11-25930
      Chapter 11 Petition filed June 13, 2011
         See http://bankrupt.com/misc/tnwb11-25930.pdf

In Re Churchill II, LLC
   Bankr. S.D. Ala. Case No. 11-02370
      Chapter 11 Petition filed June 14, 2011
         See http://bankrupt.com/misc/alsb11-02370.pdf

In Re Bean Lumber Co., Inc.
   Bankr. W.D. Ark. Case No. 11-72771
      Chapter 11 Petition filed June 14, 2011
         See http://bankrupt.com/misc/arwb11-72771.pdf

In Re Giuseppe Biundo
   Bankr. C.D. Calif. Case No. 11-29458
      Chapter 11 Petition filed June 14, 2011

In Re Scott Pace
   Bankr. C.D. Calif. Case No. 11-12826
      Chapter 11 Petition filed June 14, 2011

In Re Richard Bulan
   Bankr. N.D. Calif. Case No. 11-32250
      Chapter 11 Petition filed June 14, 2011

In Re Becca OConnor
   Bankr. D. Colo. Case No. 11-24162
      Chapter 11 Petition filed June 14, 2011

In Re Kiruddinan Balachanthiran
   Bankr. M.D. Fla. Case No. 11-11329
      Chapter 11 Petition filed June 14, 2011

In Re Sandra Sapp
   Bankr. S.D. Ga. Case No. 11-20686
      Chapter 11 Petition filed June 14, 2011

In Re QA3 Financial, LLC
   Bankr. D. Neb. Case No. 11-81541
      Chapter 11 Petition filed June 14, 2011
         See http://bankrupt.com/misc/neb11-81541p.pdf
         See http://bankrupt.com/misc/neb11-81541c.pdf

In Re Gary Oryniak
   Bankr. D. Nev. Case No. 11-19325
      Chapter 11 Petition filed June 14, 2011

In Re Michael Turner
   Bankr. D. Nev. Case No. 11-51959
      Chapter 11 Petition filed June 14, 2011

In Re National Packaging Equipment, LTD.
   Bankr. D. Nev. Case No. 11-19321
      Chapter 11 Petition filed June 14, 2011
         See http://bankrupt.com/misc/nvb11-19321.pdf

In Re MJ Group Corporation
   Bankr. D. Puerto Rico Case No. 11-05027
      Chapter 11 Petition filed June 14, 2011
         See http://bankrupt.com/misc/prb11-05027.pdf

In Re Harold Byrd
   Bankr. E.D. Tenn. Case No. 11-32849
      Chapter 11 Petition filed June 14, 2011

In Re Randy Campbell
   Bankr. E.D. Tenn. Case No. 11-13209
      Chapter 11 Petition filed June 14, 2011

In Re John N. Cook
   Bankr. M.D. Tenn. Case No. 11-05892
      Chapter 11 Petition filed June 14, 2011
         filed pro se

In Re Siamak Loghmani
   Bankr. E.D. Va. Case No. 11-14389
      Chapter 11 Petition filed June 14, 2011

In Re Anthony Narancic
   Bankr. W.D. Wash. Case No. 11-17061
      Chapter 11 Petition filed June 14, 2011

In Re Knight & Sons Trash Lawn Service, Inc.
   Bankr. E.D. Ark. Case No. 11-13915
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/areb11-13915.pdf

In Re Ann Morrison
   Bankr. C.D. Calif. Case No. 11-29646
      Chapter 11 Petition filed June 15, 2011

In Re Maurice Heffernan
   Bankr. C.D. Calif. Case No. 11-12855
      Chapter 11 Petition filed June 15, 2011

In Re Ramon Airington
   Bankr. C.D. Calif. Case No. 11-17350
      Chapter 11 Petition filed June 15, 2011

In Re Z Scorp Enterprises
        aka Leonard Jones
        aka Elaine Love
   Bankr. C.D. Calif. Case No. 11-35761
      Chapter 11 Petition filed June 15, 2011
         filed pro se

In Re Patricia Dorcich
   Bankr. N.D. Calif. Case No. 11-55685
      Chapter 11 Petition filed June 15, 2011

In Re Casa De Oro Townhomes LLC
   Bankr. S.D. Calif. Case No. 11-09954
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/casb11-09954p.pdf
         See http://bankrupt.com/misc/casb11-09954c.pdf

In Re Samuel Jacobs
   Bankr. D. Colo. Case No. 11-24195
      Chapter 11 Petition filed June 15, 2011

In Re Freida Lauer
   Bankr. M.D. Fla. Case No. 11-11448
      Chapter 11 Petition filed June 15, 2011

In Re Francine Jackson
   Bankr. N.D. Ga. Case No. 11-67671
      Chapter 11 Petition filed June 15, 2011

In Re Robert Tennant
   Bankr. S.D. Ind. Case No. 11-07599
      Chapter 11 Petition filed June 15, 2011

In Re Loucheschi LLC
   Bankr. D. Mass. Case No. 11-42578
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/mab11-42578.pdf

In Re Paul Reilly
   Bankr. D. Mass. Case No. 11-15714
      Chapter 11 Petition filed June 15, 2011

In Re Stephan Oliveira
   Bankr. D. Mass. Case No. 11-15720
      Chapter 11 Petition filed June 15, 2011

In Re Stephen Barnes
   Bankr. D. Mass. Case No. 11-15715
      Chapter 11 Petition filed June 15, 2011

In Re Iron Horse Properties, Inc.
   Bankr. W.D. Mo. Case No. 11-61273
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/mowb11-61273.pdf

In Re Ricadri Properties Corp.
   Bankr. N.D.N.Y. Case No. 11-61332
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/nynb11-61332.pdf

In Re Shaby LLC
        dba Cosmo
   Bankr. S.D. Texas Case No. 11-35188
      Chapter 11 Petition filed June 15, 2011
         See http://bankrupt.com/misc/txsb11-35188.pdf

In Re Bartley Curtis
   Bankr. D. Utah Case No. 11-28868
      Chapter 11 Petition filed June 15, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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