TCR_Public/110701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 1, 2011, Vol. 15, No. 180

                            Headlines

1031 TAX: District Judge OKs $22-Mil. Deals in Citi, et al. Suit
11700 SAN JOSE: Bank of the Ozarks Says Plan is not Feasible
20 BAYARD: Withdraws Chapter 11 Plan Co-Sponsorship with WFF
3515 WILSHIRE: Court Approves SulmeyerKupetz as Bankruptcy Counsel
ACORN ELSTON: Hearing on Road Bay's Stay Bid Adjourned to June 30

ADVOCATE FINANCIAL: Trustee to Employ Liskow & Lewis as Counsel
AIRPARK VILLAGE: Mile High Can Now Proceed With Foreclosure
ALL YOU: Objects to First Security's Disclosure Statement
AMERICAN PATRIOT: Hazlett Lewis Appointment Ratified
APPALACHIAN OIL: Preference Suit v. Virginian Travel Goes to Trial

APPLEJACK ART: Files Liquidating Plan; "Jobs to be Saved"
BAMBERG COUNTY HOSPITAL: Board to File for Chapter 9 Bankruptcy
BANK OF AMERICA: Settles RMBS Claims for $14 Billion
BANKUNITED FIN'L: To Settle Securities Class Suit for $3-Mil.
BANNING LEWIS: Ultra, KeyBank Win Auction for Colorado Springs

BARNES BAY: Has Authority to Pay $3.4-Mil. to Critical Vendors
BARNES BAY: Court Allows Resort Unit Buyers to Seek Judgment
BARNES BAY: Gets Final Approval for $12.5-Mil. of Financing
BARNES BAY: Unsecured Creditors to be Paid in Full in Amended Plan
BEAR VALLEY: Armed Forces Wants to Sequester All Cash Collateral

BERNARD L MADOFF: Feeder Fund Sues Lion Capital to Recoup $50-Mil.
BONDS.COM GROUP: Raises Additional $2.0 Million
BRONX HEIGHTS: Files for Chapter 11 Bankruptcy Protection
BXP 1 LLC: Wants Receiver to Continue Control of Property
CADENCE INNOVATION: To Present Plan for Confirmation on Aug. 17

CARBON RESOURCES: Court Denies Approval of Disclosure Statement
CARGO TRANSPORTATION: Court Grants Creditor Adequate Protection
CDC PROPERTIES: Court OKs Retention of Receiver Evergreen-Olympic
CHARLES MCINTYRE: Judge Allows Foreclosure Action to Proceed
CHRISTIAN BROTHERS: Files Schedules of Assets and Liabilities

CHRISTIAN BROTHERS: CBOI Files Schedules of Assets and Liabilities
CLEAR BURN: Had Until June 26 to Use Cash Collateral
COLONY RESORTS: Hilton Terminates License Agreement
COPPER KING: DIP Lenders Transfer Interests to Skye Mineral
CRYOPORT INC: Names Robert Stefanovich as Chief Financial Officer

CYBEX INTERNATIONAL: Enters Into Loan Modification Pact with RBS
DUKE AND KING: Closes Sales of Seven Properties
DUKE AND KING: Court Denies Dismissal or Chapter 7 Conversion
DYNEGY INC: Robert Flexon Appointed President and CEO
DYNEGY INC: Kevin Howell Named EVP and Chief Operating Officer

EFD LTD: Disclosure Statement Hearing Scheduled for August 8
ENERGYCONNECT GROUP: Stockholders OK Merger with Johnson Controls
GARDENS OF GRAPEVINE: Files Schedules of Assets And Liabilities
GARY PHILLIPS: Wayne Turbyfield OK'd to Give Accounting Services
GARY PHILLIPS: Has Access to Secured Lenders Cash Until July 29

GLC LIMITED: Seeks to Extend Lease Decision Period to Sept. 26
GREENWICH SENTRY: Court Approves Bifferato as Counsel
GSC GROUP: Lenders Block $235-Mln Asset Sale to Black Diamond
HARRISBURG, PA: Senate Adopts Bill to Thwart Chapter 9
HORIZON LINES: Home Depot Drops Alleged Antitrust Claims

INDEPENDENCE TAX: Completes Liquidation and Winding Up
INDIAN NATIONAL: Absolute Priority Rule Doesn't Apply to Plan
INNKEEPERS USA: Files Chapter 11 Plan of Reorganization
INTERNATIONAL ENERGY: Case Transferred Northern District of Iowa
LEHR CONSTRUCTION: Wolf Haldenstein to Handle HSBC Bank Dispute

LEHR CONSTRUCTION: Trustee Can Retain Golenbock Eiseman as Counsel
LOS ANGELES DODGERS: Wants to Pay Claims of Critical Vendors
MAJESTIC CAPITAL: Has Authority to Tap Murphy & King as Counsel
MINH VU HOANG: Turnover Claims V. David Dahan Dismissed
MSR RESORT: Singapore Loses Fight Over Bid for Resort

NEBRASKA BOOK: Judge Approves $125 Million Loan Request
NO FEAR: Seeks Permission to Auction Off Brand, Other Assets
NORTHCORE TECHNOLOGIES: Launches Discount This.com's Microsite
NOVASTAR FINANCIAL: Announces Final Results of Exchange Offer
PFG ASPENWALK: May Draw Additional $369,750 in Priming Financing

RANCHER ENERGY: Filing of 10-K for FY Ended March 31 is Delayed
RASER TECHNOLOGIES: Court Sets July 26 Plan Disclosures Hearing
ROBERTS LAND: Seeks Permission to Make Adequate Payments to Lender
RIVER ISLAND: Court Okays Sale of Mercedes Property for $3.9-Mil.
RIVER ROAD: Amalgamated Bank Can Credit-Bid for O'Hare Hotel

SB PARTNERS: SRE Clearing Owns 2,721.5 Units
SEALY CORP: Incurs $377,000 Net Loss in May 29 Quarter
SHILO INN SEASIDE: Files Schedules of Assets & Liabilities
SUNSET VILLAGE: Case Dismissed, Request for Cash Use Deemed Moot
SUPERIOR ACQUISITIONS: DRMG Has Stake In, But Doesn't Own, Rents

SWISS CHALET: Inks Agreement on Use of CPG/GS Cash Collateral
SWISS CHALET: Files Schedules of Assets & Liabilities
TAO-SAHI, LP: Can Use Cash Collateral Until July 18
TAO-SAHI LP: Files Schedules of Assets & Liabilities
TAO-SAHI: Seeks to Appoint Jackson Walker as Bankruptcy Counsel

THORNBURG MORTGAGE: Court Approves Payment of KPMG LLP's Fees
TRANS-LUX CORPORATION: Board Elects Executive Officers
TRICO MARINE: Files Liquidation Plan Supplement
UTSTARCOM INC: Shah Capital Discloses 9.01% Equity Stake
WARNER MUSIC: Commences Tender Offers and Consent Solicitations

WASHINGTON MUTUAL: Investors Denied Access to Insider Trading Docs
WEST VIEW APARTMENTS: Court Dismisses Chapter 11 Case for 180 Days
WHITE FARMS: Labor Suit Should Go Back to Dist. Court, Judge Says
WHITTON CORP: To Appoint Grubb & Ellis as Leasing Agent
WINN-DIXIE: 11th Circuit Affirms Denial of Motion to Amend Claims

WJO INC: Seeks to Use $540,000 SWIF Funds to Continue Operations

* White House Appeals Bankruptcy Judge's DOMA Ruling
* U.S. is in Balance Sheet Recession, Economist John Taylor Says

* BOOK REVIEW: Big Business Too Big?


                            *********


1031 TAX: District Judge OKs $22-Mil. Deals in Citi, et al. Suit
----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. District Court
Judge James granted final approval Wednesday to settlements
totaling $22 million in a consolidated suit against Citibank NA,
Foley & Lardner LLP and others who allegedly helped Ponzi schemer
Edward H. Okun plunder his firm The 1031 Tax Group LLC.

Judge Ware signed off on the agreement between the defendants and
two classes of plaintiffs as well as the trustee for the 1031 Tax
Group liquidation trust, Law360 says.

                      About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007.
Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  Jonathan
L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, represent the Chapter 11 trustee.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G.
Kadish, Esq., at Greenberg Traurig, LLP, represent the Official
Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


11700 SAN JOSE: Bank of the Ozarks Says Plan is not Feasible
------------------------------------------------------------
The Bank of the Ozarks, as predecessor-in-interest to Park Avenue
Bank, complains, among other things, that the Amended Plan of
Reorganization of 11700 San Jose Boulevard, LLC, is not feasible.

Park Avenue, the Class 4 creditor of the Debtor, was taken over by
the Federal Deposit Insurance Corporation and the Bank of the
Ozarks has effectively taken over Park Avenue Bank's position.

The Bank of the Ozarks adopts the position that had been espoused
by Park Avenue Bank.  The Bank of the Ozarks votes no against the
proposed class 4 treatment set forth by the debtor in its Amended
Plan of Reorganization.  Likewise, the Bank of the Ozarks
objects to confirmation on these grounds:

   (1) The Plan was not filed in good faith.

   (2) The Plan is not feasible.

   (3) The Debtor's Amended Plan fails to treat the priority claim
       of the State of Florida in accordance with Section 1129 of
       the Bankruptcy Code.

   (4) The Amended Plan calls for the release and return to the
       debtor of all of the cash on hand that the receiver has
       managed to save by properly managing the shopping center.
       The funds on hand have varied but have remained somewhere
       near $250,000.  These funds are the cash collateral of the
       Bank of the Ozarks and turning them over to the debtor
       would severely prejudice the Bank's collateral position.
       The U.S. Bankruptcy Court for the Middle District of
       Florida, Jacksonville Division, has previously heard
       testimony and ruled in favor of keeping the State Court
       appointed receiver in charge rather than allowing Melissa
       Buchanan, the Debtor's managing member, to have control of
       the finances.  The appointment of a "post-petition treasury
       manager" by the Debtor does not allay the Bank's fears that
       its collateral will quickly be dissipated.

   (5) Although more properly dealt with under Section 1129(b),
       the treatment proposed for the Bank simply does not exist
       in the real world.  These terms are much more favorable
       than even a healthy business could obtain if they sought a
       loan in the amount owed by the debtor.

As reported in the March 11, 2011 edition of the Troubled Company
Reporter, the proposed Plan provides for payment of allowed
administrative, priority, secured, and unsecured claims.  The
Debtor will make payments with money obtained from owning and
leasing Mandarin South Shopping Center in Jacksonville, Florida.

                       About 11700 San Jose

11700 San Jose Boulevard, LLC, is a Florida Limited Company which
owns and leases out a piece of commercial real estate in
Jacksonville, Florida.

11700 San Jose filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-06484) on July 27, 2010.  Kevin B.
Paysinger, Esq., at Bankruptcy Law Firm of Lansing J. Roy, assists
the Debtor in its Chapter 11 case.  The Debtor disclosed
$11,268,667 in assets and $7,782,512 in liabilities as of the
Petition Date.  The U.S. Trustee was unable to form a creditors
committee.

An affiliate, Mardi Investments #2, LLC, filed a separate Chapter
11 petition (Bankr. M.D. Fla. Case No. 10-05524) on June 25,
2010.


20 BAYARD: Withdraws Chapter 11 Plan Co-Sponsorship with WFF
------------------------------------------------------------
20 Bayard Views, LLC, withdrew, on June 24, 2011, its
participation as joint proponent of the Joint Chapter 11 Plan of
Reorganization, dated June 20, 2011, according to a notice filed
by the Debtor's counsel with the U.S. Bankruptcy Court for the
Eastern District of New York.

The Plan, which was co-proposed by the Debtor and W Financial
Fund, LP, provides for:

   (i) the transfer, assignment and conveyance of the Collateral
       to an entity, or a designee or assignee of NewCo, to be
       formed by the Debtor's prepetition secured lender, WFF,
       prior to the Effective Date, in satisfaction of the Secured
       Claim of WFF;

  (ii) payment of the Condo Association Claim by WFF in three
       equal monthly installments commencing on the Effective
       Date;

(iii) payment of Allowed Administrative Claims and Allowed
       Professional Fee Claims from the Plan Funding Account
       funded by WFF in the amount of $1,500,000; and

  (iv) payment of Allowed General Unsecured Claims in the Pro Rata
       amount of $50,000 from the Plan Funding Account to Holders
       of Allowed General Unsecured Claims.

Classes 2 - Secured Claim of WFF, Class 3 - General Unsecured
Claims, and Class 4 - Equity Security Holders are impaired and
therefore are entitled to vote on the Plan.

The Plan provides that Class 2 Claim, with an estimated allowable
amount of $23,200,000, will recover 100% of the amount.  Class 3
General Unsecured Claims, with an estimated allowable amount of
$4,200,000, will recover only 4.5% of their claim amount.

A full-text copy of the Disclosure Statement explaining the Plan,
dated June 20, 2011, is available for free at:

    http://bankrupt.com/misc/20BAYARD_disclosurestatement.pdf

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


3515 WILSHIRE: Court Approves SulmeyerKupetz as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 3515 Wilshire LLC to employ SulmeyerKupetz as
bankruptcy counsel.

The hourly rates of the SK's personnel are:

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

       Retired Trustee:
         Arnold L. Kupetz                        $750

       Law Clerk:
         Elizabeth Z. Jiang                      $125

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

       Paralegal Clerk:
         Essy A. Waldrop                          $85

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

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

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

                     About 3515 Wilshire, LLC

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


ACORN ELSTON: Hearing on Road Bay's Stay Bid Adjourned to June 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to June 30, 2011, the hearing to consider Road Bay
Investments, LLC's request to lift the automatic stay imposed in
Acorn-Elston LLC's Chapter 11 case.

As previously reported by the TCR on June 8, 2011, Road Bay,
successor-in-interest to Allstate Life Insurance Company, filed
the lift stay request to permit it to hold a foreclosure sale with
respect to the Elston Plaza Shopping Center, in Chicago, Illinois.

                   About Acorn Elston, LLC

New York City-based Acorn Elston, LLC, owns the Elston Plaza
Shopping Center, a grocery-anchored retail shopping center in
Chicago, Illinois.  The Company filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010.
Cadwalader, Wickersham & Taft LLP, in New York, was tapped to
represent the Debtor in the Chapter 11 case effective April 19,
2011, after Kasowitz Benson Torres & Friedman withdrew as counsel.
The Debtor also tapped The Reznick Group as its accountant, and
D.E. Shaw Real Estate Adviser LLC as its financial advisor.  The
Debtor disclosed $21,929,346 in assets and $16,488,389 in
liabilities as of the Chapter 11 filing.

The Court appointed C. Michelle Panovich as receiver with respect
to the Elston Plaza Shopping Center, and its rents, income and
proceeds.


ADVOCATE FINANCIAL: Trustee to Employ Liskow & Lewis as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court Middle District of Louisiana has
approved Chapter 11 Trustee Louis M. Phillips's application to
employ Liskow & Lewis, APLC, as special counsel.

Liskow & Lewis was retained to prosecute a certain collection
matter styled as Byard Edwards, Jr. Law Offices, L.L.C. v.
Advocate Financial, L.L.C., 19th Judicial District Court for the
Parish of East Baton Rouge, Louisiana, No. C554430, Section 26,
that was filed prior to the Petition Date.

The Trustee has selected Liskow & Lewis to serve as special
counsel for the Estate in connection with the Edwards Collection
Matter because of

  (i) its pre-petition representation of Advocate,
(ii) its post petition representation of the Estate, and
(iii) its expertise in such litigation matters

The firm will charge the Debtor's estates based on the houly rates
of its professionals:

  Personnel                                 Rates
  ---------                                 -----
Philip K. Jones, Jr., Shareholder          $410
Dena L. Olivier, Shareholder               $340
Kerry A. Murphy, Associate                 $205
Paralegals                                 $120

                     About Advocate Financial

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

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


AIRPARK VILLAGE: Mile High Can Now Proceed With Foreclosure
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado lifted the
automatic stay to permit Mile High Banks to foreclose and pursue
its other state law remedies against Debtor Airpark Village LLC's
real property located at Airpark Village, 2200 Airway Avenue, in
Fort Collins, Colorado.

Mile High is the holder of a promissory note executed by the
Debtor on or about Dec. 10, 2007 in the principal amount of
$5,450,000.  Mile High Banks is also the holder of a deed of trust
encumbering the collateral executed by the Debtor on December 10,
2007 to secure the payment and performance of the terms of the
note.

The note is in default due to nonpayment.  To that end, Mile High
filed an action to enforce the note in the Colorado District
Court, Boulder County.  In November 2010, the District Court
entered judgment in favor of Mile High.  The judgment became final
in December 2010.

As of March 11, 2011, the approximate balance due on the note
exceeds $4,952,471.  There have been no postpetition payments
since January 15, 2010, Mile High disclosed.

The approximate value of the single asset real estate collateral
is $10,000,000; however, there is a pending litigation in Larimer
County District Court, Colorado that seeks to enforce alleged
easements on the single asset real estate at issue.  In the event
the relief in the enforcement action is granted the value of the
single asset real estate would decrease considerably.

Counsel to Mile High, Perry L. Glantz, Esq., at Jones & Keller,
P.C., in Greenwood Village, Colorado -- pglantz@joneskeller.com --
stated that the Debtor has indicated that it wishes to use the
rental income from the property to make certain payments.
However, this rental income has been assigned to Mile High, he
pointed out.  Thus, Mile High's security position is negatively
impacted by the Debtor's plan to use money that already belongs to
Mile High to pay only a small portion of the ever-increasing debt
to Mile High.

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


ALL YOU: Objects to First Security's Disclosure Statement
---------------------------------------------------------
All You, LLC, insists that the Plan of Reorganization it proposed
more fairly addresses issues and better provides for the
interested parties than the Plan proposed by its secured creditor,
First Security Bank.

The Debtor objects to the approval of the disclosure statement
explaining First Security's Plan because it adequately fails to
disclose several material information needed for creditors to make
an informed judgment on voting for the Plan.

Among other things, the Debtor notes that the Bank proposes a Plan
of liquidation but does not tell how the property will be
liquidated which is necessary to be able to have sufficient
knowledge to vote on the Plan.  The Debtor asks whether the
property be sold through their special assets division or will it
be sold at the court house.  These information, the Debtor
asserts, is necessary to determine if the Bank will be seeking to
obtain close to appraised value or simply selling the property at
a loss to get it off its books.

The Debtor also complain that the Bank provides no explanation of
what will happen to the current lease tenants of the properties.
Tenants are interested parties whose rights will be affected by
the Bank's Plan but yet the Bank does not address the current
leases, Don Brady, Esq., at Blair, Brady & Henson, in Rogers,
Arkansas, asserts.

The Debtor further complain that the Bank neither considers nor
discloses how much money will necessarily be invested into the
properties to prepare them for sale.  That information, Mr. Brady
says, is necessary to reasonably determine the benefits versus
cost of the Bank's Plan compared to the Debtor's Plan.

The Bank has not disclosed what attempts, if any, it has
undertaken to collect from sources not in bankruptcy to satisfy
its judgment, the Debtor points out.  That information including
the likelihood of success is necessary to determine if a
liquidation is even necessary, the Debtor argues.

The Hon. Ben T. Barry will convene a hearing on June 29, 2011, at
9:00 a.m., to consider approval of revised disclosure statements.

The Debtor filed a revised plan and disclosure statement dated
May 20.  First Security filed its own revised plan and disclosure
statement dated May 25.

The Debtor's previous Chapter 11 Plan proposed to sell (or, if it
was unable to sell, surrender to First Security) certain of its
real properties other than the Tontitown Property and the property
located at 2325 N. College, Fayetteville, Arkansas, and to use the
amounts realized from the properties to reduce its debt to First
Security.  The Debtor's plan then proposed to pay extra rentals to
First Security over a two-year period, and then emerge from
bankruptcy and retain the Tontitown Property and College Avenue
Property free and clear of its creditors' liens.

First Security's previous plan -- and its current proposed plan --
proposes to liquidate the Debtor's real estate assets.  First
Security continues to contend that because it is fully secured,
the Debtor may not cram down its debt to First Security and cannot
retain the Tontitown Property and College Avenue Property, free
and clear of First Security's lien unless it is able to pay its
entire Debt to First Security through the bankruptcy plan.  First
Security's plans to contend that the Debtor's goal of retaining
the Tontitown Property cannot be accomplished mathematically based
on (i) the sheer amount of First Security's lien, and (ii) the
relatively small amount of the monthly rental payments it can
receive from the Tontitown Property and other properties.

                      About All You, LLC

Fayetteville, Arkansas-based All You, LLC, owner of several
investment properties, filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Ark. Case No. 10-74049) on Aug. 2, 2010.  Don Brady,
Esq., at Blair, Brady & Henson represents the Debtor in its
restructuring effort.  The Debtor disclosed $10.98 million in
assets and $5.51 million in liabilities as of the Petition Date.
The U.S. Trustee for Region 16 was unable to form an official
committee of unsecured creditors for the Chapter 11 case.

Both the Debtor; and First Security Bank, the largest creditor of
Debtor and holder of a mortgage lien on all of the Debtor's real
properties, have filed competing Chapter 11 plans in the
bankruptcy case.  The Court rejected both plans at a hearing on
April 20, 2011.

First Security Bank has asked the bankruptcy court to enter an
order converting the case to Chapter 7 liquidation.  A hearing on
the request is scheduled for June 29.

First Security is represented by Gary D. Jiles, Esq., at Jack
Nelson Jones Jiles & Gregory, P.A., in Conway, Arkansas.


AMERICAN PATRIOT: Hazlett Lewis Appointment Ratified
----------------------------------------------------
The 2011 annual meeting of shareholders of American Patriot
Financial Group, Inc., was held on June 23, 2011.  At the Annual
Meeting, the shareholders ratified the appointment of Hazlett,
Lewis & Bieter, PLLC, as the Company's independent registered
public accounting firm for the fiscal year ending Dec. 31, 2011.

                      About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

The Company reported a net loss of $2.29 million on $5.04 million
of total interest and dividend income for the year ended Dec. 31,
2010, compared with a net loss of $4.02 million on $6.23 million
of total interest and dividend income during the prior year.

The Company's balance sheet at March 31, 2011, showed
$98.07 million in total assets, $96.21 million in total
liabilities, and $1.86 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past four years resulting in a retained
deficit of $5,946,761.  At Dec. 31, 2010, the Company and its
subsidiary were significantly undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with
its primary federal regulator that requires, among other
provisions, that it achieve regulatory capital thresholds that are
significantly in excess of its current actual capital levels.  The
Company's nonperforming assets have increased significantly during
2010 and 2009 related primarily to deterioration in the credit
quality of its loans collateralized by real estate.  The Company,
at the holding company level, has a note payable that was due Feb.
28, 2011; however, the Company does not currently have sufficient
funds to pay off this note and it is uncertain whether the lender
will renew the note, or whether the Company can raise sufficient
capital to pay off the note.  This note is securitized by 100% of
the stock of the subsidiary.


APPALACHIAN OIL: Preference Suit v. Virginian Travel Goes to Trial
------------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons denied a summary judgment
request of Appalachian Oil Company in a lawsuit to avoid and
recover as preferential transfers under Sec. 547 of the Bankruptcy
Code $78,764 in prepetition payments to The Virginian Travel Plaza
Inc.  The Court held that, for the present time, a genuine issue
of material fact remains for trial as to whether VTP will be able
to trace the funds belonging to it.

In a counterclaim, VTP seeks return of funds which AppCo allegedly
holds as a constructive bailee or trustee.  Judge Parsons also
denied summary judgment on the counterclaim, saying there is a
genuine issue of material fact for trial.

VTP filed a proof of claim, asserting that it was still owed
$24,886.84 for credit card transactions collected by AppCo for VTP
between Dec. 2, 2008, and Jan. 8, 2009.

The case is Appalachian Oil Company, Inc., v. The Virginian Travel
Plaza, Inc., Adv. Proc. No. 10-5063 (Bankr. E.D. Tenn.).  A copy
of Judge Parsons' June 28, 2011 Memorandum is available at
http://is.gd/ykUcKCfrom Leagle.com.

Appalachian Oil is represented by:

          Mark S. Dessauer, Esq.
          HUNTER, SMITH & DAVIS LLP
          1212 North Eastman Road
          Kingsport, TN 37664
          Tel: (423) 378-8840
          E-Mail: dessauer@hsdlaw.com

Virginian Travel Plaza is represented by:

          Daniel R. Bieger, Esq.
          COPELAND & BIEGER, P.C.
          212 West Valley Street
          Abingdon VA 24210
          Tel: 276-628-9525
          Fax: 276-628-4711

                      About Appalachian Oil

Appalachian Oil sought Chapter 11 protection (Bankr. Case E.D.
Tenn. No. 09-50259) on Feb. 9, 2009, estimating assets and debts
of $10 million to $50 million.  The Company's creditors with the
biggest unsecured claims were BP Plc's Amoco/BP, owed $2.41
million, and fuel distributor Crescent Oil Co., owed $1.6 million.
In December 2010, the Court confirmed Appalachian Oil's Second
Amended Plan of Liquidation.


APPLEJACK ART: Files Liquidating Plan; "Jobs to be Saved"
---------------------------------------------------------
Brandon Canevari at the Manchester Journal reports that, with a
liquidation proposal recently being submitted for Applejack Art
Partners, the Company's attorney Jennifer Emens-Butler said the
company will be fully liquidated and cease to exist.

According to the report, as for the 75 jobs at Applejack,
Ms. Emens-Butler said they may be saved if the liquidation plan is
approved.  "My understanding is that the purchaser is going to buy
continuing licensing agreements and pending contracts," Ms. Emens-
Butler said. "So the jobs, probably should be saved if the plan is
approved."

According to the plan, Protocol Management Solutions, Ltd.
presented an offer to purchase almost all of Applejack's purchased
assets for $1.7 million by way of a credit bid.  A credit bid
allows a creditor to bid up to the amount it is owed without
extending any cash.

In addition, Wachovia -- a diversified financial services company
based in Charlotte, N.C. -- holds a claim in the amount of $2.8
million, which is secured by the first and second mortgage on
Applejack's building and lot in Manchester.  Those parcels were
appraised at $3.5 million in 2009.

For a six-month period, Applejack will attempt to sell the
property, but if the property does not sell by October 31 then
Wachovia will take ownership of the building, according to the
plan.  Under the plan, VEDA will be repaid using funds from the
sale that exceed Wachovia's claim.  However, according to Emens-
Butler, it is possible that Protocol Management Solutions will buy
the building.

A disclosure statement hearing is scheduled for July 14.
Ms. Emens-Butler said another hearing would likely be scheduled in
mid August to determine if the plan is acceptable.

The plan is supposed to be completed by November, Ms. Emens-Butler
said.

                   About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.  Applejack
is represented by the Bethel law firm of Obuchowski and Emens-
Butler.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.

The Debtor estimated assets of $1 million to $10 million and debts
under $50 million as of the Chapter 11 filing.  Berkshire Bank
holds a secured note dated March 2007, totaling about $628,124,
and a second secured loan at $102,521.


BAMBERG COUNTY HOSPITAL: Board to File for Chapter 9 Bankruptcy
---------------------------------------------------------------
Dion Gleaton at the Times and Democrat reports that the Bamberg
County Hospital Board has formally voted to file for bankruptcy
protection under Chapter 9 of the U.S. Bankruptcy Code as it works
to restructure the hospital's debt.

According to the report, the action came during a special called
meeting of the board on June 16.  Bamberg County Council and its
hospital board are working with Barnwell and Allendale counties to
develop a Tri-County Regional Health System.  The proposed system,
which represents a total capital investment of $80 million between
the three counties, could lead to construction of a 70- to 80-bed
acute care regional hospital.  Also proposed are three new multi-
specialty ambulatory primary care centers on or near the campuses
of the existing hospitals.

The Times and Democrat says New York City-based Health Care
Management Partners LLC was hired to manage the three hospitals
and is coordinating the restructuring of the hospitals' debt, with
the stipulation that all three facilities would file for
bankruptcy protection under Chapter 9.

Dr. Danette McAlhaney, chair of the Bamberg County Hospital Board,
said the hospital's current financial situation warranted
proceeding with the bankruptcy filing.

"Due to the financial situation of the hospital, the board felt it
necessary to move forward with bankruptcy.  We are still, along
with the county, moving forward with HMP in the concept of a
regional health care system," the report quotes Ms. McAlhaney as
saying.


BANK OF AMERICA: Settles RMBS Claims for $14 Billion
----------------------------------------------------
Bank of America Corporation announced that it has reached an
agreement to resolve nearly all of the legacy Countrywide-issued
first-lien residential mortgage-backed securitization (RMBS)
repurchase exposure, representing 530 trusts with original
principal balance of $424 billion.

The settlement with The Bank of New York Mellon, the trustee for
the RMBS trusts covered by the settlement, is supported by a group
of major institutional investors represented by Gibbs & Bruns LLP,
and is subject to final court approval and certain other
conditions.  With this agreement and other mortgage-related
actions in the second quarter of 2011, the company believes it
will have recorded reserves in its financial statements for a
substantial portion of its representations and warranties exposure
as measured by original unpaid principal balance.  The company
also is estimating a range of possible loss for the remainder.

"This is another important step we are taking in the interest of
our shareholders to minimize the impact of future economic
uncertainty and put legacy issues behind us," said Bank of America
Chief Executive Officer Brian Moynihan.  "We will continue to act
aggressively, and in the best interest of our shareholders, to
clean up the mortgage issues largely stemming from our purchase of
Countrywide."

The agreement includes a cash payment of $8.5 billion to the
covered trusts to be made after final court approval of the
settlement.  Bank of America also intends to record an additional
$5.5 billion provision to its representations and warranties
liability for both Government-Sponsored Enterprises (GSE) and non-
GSE exposures in the second quarter of 2011.

Over the last six months, Bank of America and Countrywide have
announced three agreements aimed at reducing exposure to legacy
Countrywide mortgage issues.

In January, Bank of America announced agreements with two of its
largest counterparties, Fannie Mae and Freddie Mac.  The agreement
with Fannie Mae substantially resolved the existing pipeline of
repurchase and make-whole claims outstanding as of Sept. 20, 2010,
arising from alleged breaches of selling representations and
warranties related to loans sold by legacy Countrywide to Fannie
Mae.  The agreement with Freddie Mac extinguished substantially
all outstanding and potential mortgage repurchase and make-whole
claims arising from any alleged breaches of selling
representations and warranties related to loans sold by legacy
Countrywide to Freddie Mac through 2008.

In April, the company and Countrywide signed an agreement with
Assured Guaranty Ltd. to resolve the monoline insurer's
outstanding and potential repurchase claims related to alleged
representations and warranties breaches on 29 RMBS trusts where
Assured provided financial guarantee insurance.

The company and Countrywide announced an agreement that covers
nearly all of the legacy Countrywide-issued first-lien private-
label RMBS repurchase exposure.

                 Second-Quarter Results to Reflect
                   Higher Mortgage-Related Costs

As a result of the settlement, and other mortgage-related matters,
Bank of America expects to report a net loss in the range of $8.6
billion to $9.1 billion in the second quarter of 2011, or $0.88 to
$0.93 per diluted share.  Excluding the settlement, other
mortgage-related charges, and proceeds from asset sales, the
company expects to report net income in the range of $3.2 billion
to $3.7 billion in the second quarter of 2011, or $0.28 to $0.33
per fully diluted share.

The key driver of the expected loss is the representations and
warranties provision of $14.0 billion, including $8.5 billion for
the settlement agreement on legacy Countrywide mortgage repurchase
and servicing claims, and an additional $5.5 billion increase in
the company's representations and warranties liability for non-GSE
exposures and, to a lesser extent, GSE exposures.

The company also expects to record $6.4 billion in other mortgage-
related charges in the second quarter of 2011, including a non-
cash, non-tax deductible impairment charge of $2.6 billion to
write off the balance of goodwill in the Consumer Real Estate
Services business, as well as charges related to additional
litigation costs, a write-down in the value of mortgage servicing
rights, and additional assessment and waiver costs for
compensatory fees associated with foreclosure delays.  The
impairment charge will have no impact on reported Tier 1 and
tangible equity capital ratios.

                 Settlement Covers 530 RMBS Trusts

The settlement covers 525 legacy Countrywide first-lien RMBS
trusts and five legacy Countrywide second-lien RMBS trusts with
mortgage loans principally originated between 2004 and 2008 for
which BNY Mellon acts as trustee or indenture trustee.  The
settlement resolves representations and warranties claims, as well
as substantially all historical servicing-related claims,
including claims related to foreclosure delays and alleged
mortgage documentation issues.

These trusts had an original principal balance of approximately
$424 billion and total current unpaid principal balance of
approximately $221 billion.

The 22 investors that have committed to support the settlement
include many of the major U.S. and foreign institutional investors
in RMBS:

     * AEGON USA Investment Management LLC

     * Bayerische Landesbank

     * BlackRock Financial Management, Inc.

     * Federal Home Loan Bank of Atlanta

     * The Federal Reserve Bank of New York's Maiden Lane
       entities

     * Goldman Sachs Asset Management L.P.

     * ING Investment Management L.L.C.

     * ING Bank fsb

     * ING Capital LLC

     * Invesco Advisers, Inc.

     * Kore Advisors, L.P.

     * Landesbank Baden-Wuerttemberg and LBBW Asset Management
       (Ireland) PLC, Dublin

     * Metropolitan Life Insurance Company

     * Nationwide Mutual Insurance Company and its affiliate
       companies

     * Neuberger Berman Europe Limited

     * New York Life Investment Management LLC

     * Pacific Investment Management Company LLC (PIMCO)

     * Prudential Investment Management, Inc.

     * Teachers Insurance and Annuity Association of America

     * Thrivent Financial for Lutherans

     * Trust Company of the West and its affiliated companies
       controlled by The TCW Group, Inc.

     * Western Asset Management Company

                Settlement Includes Agreement to
                Implement Servicing Improvements

BAC Home Loans Servicing has agreed to implement certain servicing
changes, including transferring certain high-risk loans owned by
the covered trusts to qualified subservicers, benchmarking loan
servicing against defined industry standards regarding default-
servicing timelines (with the payment of agreed-upon fees if such
benchmarks are not met), and addressing certain mortgage
documentation issues.  The trustee and BAC HLS have also agreed,
with the support of the investor group, to clarify loss mitigation
standards, reflecting a shared commitment to efficient and timely
procedures to assist distressed borrowers.

Certain servicing and documentation obligations begin upon signing
of the settlement agreement, while others, including potential
payment of servicing-related fees, are conditioned on final court
approval of the settlement.  The company estimates the costs
associated with additional servicing obligations under the
settlement agreement to be approximately $400 million, which will
contribute to the second-quarter 2011 valuation charge related to
the mortgage servicing rights asset.  The additional servicing
actions are consistent with the recently announced orders with the
Office of the Comptroller of the Currency and the Federal Reserve.

            Settlement subject to final court approval

The obligation of Bank of America and Countrywide to make the $8.5
billion settlement payment and to pay certain other money or fees
under the settlement is subject to final court approval of the
settlement and certain other conditions.  In addition, the
obligations of the trustee are subject to the satisfaction of the
conditions in the settlement agreement.

BNY Mellon, as trustee, has determined that the settlement is in
the best interests of the covered trusts and is seeking the
necessary court approval of the settlement by commencing a
judicial proceeding, requesting that the court approve the
settlement as to all of the covered trusts.  It is expected that
the court will schedule a hearing on the settlement and direct a
notice program pursuant to which BNY Mellon will notify
certificateholders and noteholders in the covered trusts of the
settlement terms.  It is expected that certificateholders and
noteholders will be given the opportunity to file objections to
the settlement before a final hearing is held on the settlement.

The institutional investors involved in negotiating the settlement
have committed to support the settlement by, among other things,
requesting that BNY Mellon enter into the settlement, moving to
intervene as parties in the settlement approval court proceeding
in support of the settlement, and using reasonable best efforts to
obtain final court approval of the settlement.

It is not possible to predict whether and to what extent
challenges will be made to the settlement or the timing or
ultimate outcome of the court approval process, which can include
appeals and could take a substantial period of time.  There can be
no assurance that final court approval of the settlement will be
obtained, that all conditions will be satisfied or, if certain
conditions in the settlement agreement permitting withdrawal are
met, that Bank of America and legacy Countrywide will not
determine to withdraw from the settlement.

                           Other matters

After giving effect to the settlement and the additional
representations and warranties charges expected to be recorded in
the second quarter of 2011, the company currently estimates that
the range of possible loss with respect to non-GSE investor
representations and warranties expense could be up to $5 billion
over expected accruals at quarter end.  After giving effect to the
additional GSE representations and warranties charges expected to
be taken in the second quarter of 2011, based on its past
experience with the GSEs, the company believes that its remaining
exposure to repurchase obligations for first-lien residential
mortgage loans sold directly to the GSEs will be accounted for in
the recorded liability for representations and warranties for
these loans at quarter end.  The company is not currently able to
reasonably estimate the possible loss or range of loss with
respect to any such potential impact in excess of current reserves
on future GSE provisions if the GSE behaviors change from past
experience. In addition, future provisions associated with
representations and warranties for both non-GSE and GSE exposures
and range of loss estimates with respect to non-GSE exposures may
be materially impacted if actual results are different from our
assumptions regarding economic conditions, home prices and other
matters, including counterparty behavior and estimated repurchase
rates.

A full-text copy of the Settlement Agreement is available for free
at http://is.gd/u63fdU

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions.  The Company serves more than 59 million
consumer and small business relationships with more than 6,100
retail banking offices, nearly 18,700 ATMs and online banking with
nearly 29 million active users.  Following the acquisition of
Merrill Lynch in January 2009, BofA is among the world's leading
wealth management companies and is a global leader in corporate
and investment banking and trading across a broad range of asset
classes serving corporations, governments, institutions and
individuals around the world.  Bank of America offers support to
more than 4 million small business owners.  The Company serves
clients in more than 150 countries.  Bank of America Corporation
stock is a component of the Dow Jones Industrial Average and is
listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.


BANKUNITED FIN'L: To Settle Securities Class Suit for $3-Mil.
-------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that BankUnited
Financial Corp. said Monday it has agreed to pay $3 million to
settle with a proposed class of pension funds in a Florida lawsuit
accusing the company of misleading investors about the impact of
its underwriting standards for adjustable-rate mortgages.

Lead plaintiffs Louisiana Municipal Police Employees' Retirement
System and the Oklahoma Police Pension and Retirement System filed
notice saying the parties had reached a settlement at a recent
status hearing, but were still discussing details of a formal
stipulation, according to Law360.

                    About BankUnited Financial

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

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

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

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


BANNING LEWIS: Ultra, KeyBank Win Auction for Colorado Springs
--------------------------------------------------------------
Rich Laden at the Gazette reports that two winning bidders have
emerged as buyers of Banning Lewis Ranch on Colorado Springs' east
side, which was being auctioned this week as part of the owners'
bankruptcy.

According to the report, Ultra Resources Inc., an arm of Texas-
based Ultra Petroleum Corp., submitted a winning bid to purchase
the lion's share, an 18,000-acre southern portion of the ranch.

The Gazette says KeyBank National Association, one of the lenders
on the ranch, submitted a winning bid for the northern, 2,400-acre
tract where residential development has taken place over the last
few years.

Lance Duroni at Bankruptcy Law360 reports that the sale to the two
buyers will garner a potential $50 million.


                         About Banning Lewis

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

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

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

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


BARNES BAY: Has Authority to Pay $3.4-Mil. to Critical Vendors
--------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware entered a supplemental order authorizing Barnes Bay
Development Ltd. and its debtor affiliates to pay a total of
$3,402,869 to these prepetition critical vendors:

   Anguillan Vendors                       $726,941
   Anguillan Utilities                      686,399
   Government of Anguilla                   896,966
   Travel Agents                            311,301
   Food & Beverage                          289,534
   Prepetition Checks Honored                34,420
   Other Critical Vendors                   257,304
                                         ----------
      Subtotal                           $3,202,869
      Cushion                               200,000
                                         ----------
         TOTAL                           $3,402,869

                        About Barnes Bay

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

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

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

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


BARNES BAY: Court Allows Resort Unit Buyers to Seek Judgment
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware granted Barnes Bay Development Ltd. and its debtor
affiliates' request to amend the May 24, 2011 Lift Stay Order and
held that that Paragraph 1 of that Order is amended to read as:

   The Objectors are granted relief from the automatic stay for
   the limited purpose of seeking a declaratory judgment in
   Anguilla as to the validity, priority and extent of their
   interests, if any, in their respective units.

As previously reported by The Troubled Company Reporter on June 3,
2011, Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Viceroy Anguilla Resort and Residences on the island
of Anguilla in the British West Indies filed papers asking the
bankruptcy judge in Delaware to rethink authorization he gave in
May allowing buyers of four units to enforce their rights in the
court in Anguilla.

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

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

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

Grant Gibson, Kim Evans, and Mark Frederickson, lien holders of
the Debtors, joined RJR Viceroy, Ltd.'s response to the Debtors'
request to amend the May 24 Order.  RJR Viceroy, one of the
buyers, explained how it was the beneficiary of a consent order
from the High Court of Anguilla prohibiting the sale of a specific
unit until the prospective buyer was repaid its US$2 million
deposit, according to Mr. Rochelle.

The Lien Holders are represented by:

         Justin R. Alberto, Esq.
         BAYARD, P.A.
         222 Delaware Avenue, Suite 900
         Wilmington, Delaware 19801
         Tel: (302) 655-5000
         Fax: (302) 658-6395
         E-mail: cdavis@bayardlaw.com
                 jalberto@bayardlaw.com

                        About Barnes Bay

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

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

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

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


BARNES BAY: Gets Final Approval for $12.5-Mil. of Financing
-----------------------------------------------------------
On June 14, 2011, the U.S. Bankruptcy Court for the District of
Delaware granted Barnes Bay Development Ltd. final approval to
obtain up to $12,500,000 in financing from SOF-VIII-Hotel II
Anguilla Holdings, LLC, on the terms and conditions set forth in
this Final Order and under the $12,500,000 DIP Loan Agreement.

SOF-VIII-Hotel, in its capacity as administrative agent and
collateral agent, is granted liens in certain postpetition
collateral and a super-priority administrative expense claim.

The DIP Lender is an affiliate of Starwood Capital Group LLC, the
secured lender owed $370 million.  Starwood acquired the secured
debt in October.  The loan agreement gives Starwood the right to
bid the secured debt rather than cash at any sale of the property,
through a Chapter 11 plan or otherwise.

The DIP financing and the Debtors' access to cash collateral will
terminate upon the earliest to occur of: (i) Sept. 30, 3011, (ii)
the effective date of the Plan of Liquidation, (iii) the date of
an Order confirming any plan of reorganization; (iv) the
occurrence and continuation of an Event of Default, (v) the date
of the appointment of a Chapter 11 trustee or the appointment of a
receiver or examiner, (vi) the dismissal or conversion of the
cases to Chapter 7, and (vii) the date of payment in full of the
all DIP Obligations.

Starwood has consented to the Debtors' use of cash collateral up
to the amount of the Petition Date Cash for the operation of
Debtors' businesses, which together with the proceeds of the DIP
Loan, will be limited to expenditures in accordance with the
Budget, the DIP Loan Agreement and the Final Order.  As adequate
protection, the Pre-petition Lender is granted post-petition
replacement security interests in the Post-petition Collateral.
The Pre-petition Lender is also granted a super-priority
administrative expense claim.

The Loans will each bear interest prior to maturity at a rate per
annum equal to the LIBO rat plus 1000 basis points for the
applicable Interest Period.

To the extent permitted under applicable law (including Anguilla
law, Pre-petition Lender and DIP Lender will have the right to
credit bid the amount of the Pre-petition Secured Claim and the
DIP Obligations, in connection with any sale of all or
substantially all of the Pre-petition Collateral and DIP
Collateral.

A copy of the Final Order is available at:

  http://bankrupt.com/misc/barnesbay.dipfinancingfinalorder.pdf

As reported in the TCR on April 1, 2011, the Debtor received
interim approval for secured financing of up to $5 million to be
provided by an affiliate of Starwood Capital Group LLC, the
secured lender owed $370 million.

Starwood acquired the secured debt in October.  The loan agreement
gives Starwood the right to bid the secured debt rather than cash
at any sale of the property, through a Chapter 11 plan or
otherwise.

The sale is to be completed through confirmation of a Chapter 11
plan.

As reported in the TCR on March 23, 2011, Judge Peter J. Walsh
granted preliminary approval to a $5 million debtor-in-possession
financing package for the Debtor.  The loan is being provided by
SOF-VIII-Hotel II Anguilla Holdings LLC.

                         About Barnes Bay

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

Akin Gump Straus Hauer & Feld LLP, in Dallas, is the Debtors'
lead, and Richards Layton & Finger, P.A., in Wilmington, Del., is
the Debtor's local counsel.  Keithley Lake & Associates is the
Debtors' local Anguillan counsel.  Kurtzman Carson Consultants LLC
is the Debtors' claims, noticing, solicitation and balloting
agent.

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

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


BARNES BAY: Unsecured Creditors to be Paid in Full in Amended Plan
------------------------------------------------------------------
On June 13, 2011, Barnes Bay Development Ltd., et al., and the
Official Committee of Unsecured Creditors jointly filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement in support of their second amended joint Chapter 11 plan
of liquidation.

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

    http://bankrupt.com/misc/barnesbay.2ndamendedjointplan.pdf

The Debtors and the Committee believe that the Plan provides a
substantially better recovery for certain Classes of Creditors
than the original plan of liquidation filed by the Debtors on
April 1, 2011, and amended April 18, 2011.  Among other changes,
the Plan now provides for the payment in full of all holders of
Allowed Class 5 General Unsecured Creditors, including all trade
vendors holding Allowed General Unsecured Claims, and
improved recoveries for PSA Creditors.

The Plan now offers each PSA Creditor the option to either (i)
accept a Cash Distribution on account of its PSA Claim, (ii) close
on the purchase of a Residence Property with full credit for any
deposit already paid by such PSA Creditor or (iii) seek to enforce
whatever rights the PSA Creditor believes it may have in the
Property or any Residence Property arising on account of any
Caution, Charge or other interest arising under Anguillian law and
claimed by such PSA Creditor.

The Second Amended Joint Plan designates eleven (11) Classes of
Claims and Interests:

Class 1.  DIP Claims
Class 2.  Prepetition Lender Claim
Class 3.  Other Secured Claims
Class 4.  Priority Claims
Class 5.  General Unseucred Claims
Class 6.  PSA Claims (Tier 1)
Class 7.  PSA Claims (Tier 2)
Class 8.  PSA Claims (Tier 3)
Class 9.  Prepetition Lender Deficiency Claim
Class 10. Intercompany Indemnity Claims
Class 11. Interests and Interest Related Claims

Classes 1, 2 and 4 are unimpaired and deemed to accept.  Classes
3, 5, 6, 7, 8 and 9 are impaired and are entitled to vote.
Classes 10 and 11 are impaired and deemed to reject.

The Prepetition Lender Claim in Class 2 totals approximately
$392,100,000, of which that portion up to the value of the
collateral securing such Claims will be treated as a Class 2
Claim.  The remaining balance of the Prepetition Lender Claim,
together with $14,100,000 in unsecured overadvances made by the
Prepetition Lender, will be treated in Class 9.

All Cash consideration necessary for the payment of Distributions
under the Plan and the funding of the Administrative Budget will
be derived from (i) Cash on hand on the Effective Date, (ii) Cash
proceeds received by the Debtors from the DIP Lender, the
Prepetition Lender or from the sale of the Property and Acquired
Assets to the Buyer, and (iii) to the extent the foregoing are
insufficient to fund all payments and Distributions to be made
pursuant to the Plan, the Buyer will provide sufficient Cash to
cover such shortfall, which Cash will be in addition to the
purchase price paid by the Buyer in connection with the Public
Sale.

As reported in the TCR on June 30, 2011, several Barnes Bay
Development Ltd. creditors rose in opposition to the Company's new
Chapter 11 plan, saying it discriminates between similarly
situated creditors and should be scrapped before even voting on
it.

According to Bankruptcy Law360, most of the Company's unsecured
creditors are individuals or organizations that put down deposits
totaling $53 million on residences at the debtors' Viceroy
Anguilla resort, but many became disgruntled after the property's
opening was repeatedly delayed.

As reported in the TCR on May 10, 2011, the Debtors submitted a
revised joint Chapter 11 plan of liquidation on April 18.  A copy
of the Disclosure Statement is available at:

          http://bankrupt.com/misc/BarnesBay_DS429.pdf

The Plan is the product of extensive negotiations among the
Debtors, the Prepetition Lender and the Committee.  The Plan
contemplates the public auction and sale of substantially
all the Debtors' assets. The proceeds will be used to satisfy the
Debtors' prepetition and postpetition secured obligations and make
Distributions under the Plan.

                         About Barnes Bay

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

Akin Gump Straus Hauer & Feld LLP, in Dallas, is the Debtors'
lead, and Richards Layton & Finger, P.A., in Wilmington, Del., is
the Debtor's local counsel.  Keithley Lake & Associates is the
Debtors' local Anguillan counsel.  Kurtzman Carson Consultants LLC
is the Debtors' claims, noticing, solicitation and balloting
agent.

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

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


BEAR VALLEY: Armed Forces Wants to Sequester All Cash Collateral
----------------------------------------------------------------
Secured creditor Armed Forces Bank, N.A., successor by merger
to Bank Midwest, N.A., asks the U.S. Bankruptcy Court for the
Central District of California for authorization to sequester any
rents, issues, profits, proceeds and any other income derived by
Bear Valley Family Limited Partnership from the collateral.

The bank also objects to the Debtor's use of the cash collateral.

The bank relates that the Debtor is currently in default under the
loan documents.

The Debtor, is indebted to Bank Midwest in an amount in excess of
$2,667,333.

Bank Midwest also holds certain Construction Loan Promissory Note
made by the Debtor in the principal amount of $17,927,206 dated as
of May 19, 2008, which is secured by that certain Construction
Deed of Trust, Assignment of Leases and Rents and Security
Agreement (Including Fixture Filing) dated May 19, 2008, and
related documents.

The bank is represented by:

         BRYAN CAVE LLP
         H. Mark Mersel, CBN 130382
         Sheri Kanesaka, CBN 240053
         3161 Michelson Drive, Suite 1500
         Irvine, CA 92612
         Tel: (949) 223-7000
         Fax: (949) 223-7100
         E-mail: mark.mersel@bryancave.com
                 sheri.kanesaka@bryancave.com

                     About Bear Valley Family

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


BERNARD L MADOFF: Feeder Fund Sues Lion Capital to Recoup $50-Mil.
------------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Fairfield Sentry
Ltd. - once the largest feeder fund to Bernard Madoff's securities
firm - filed suit Tuesday in New York against Lion Capital
Management Ltd. to recover $50.5 million in distributions related
to Madoff's massive Ponzi scheme.

Law360 relates that Fairfield, which has been ordered to return $3
billion to the victims of Madoff's fraud, launched an adversary
proceeding against Lion Capital, which does business as Lion
Global Investors, to recoup the millions of dollars the Singapore-
based asset management company received when it redeemed its
shares.

                     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.


BONDS.COM GROUP: Raises Additional $2.0 Million
-----------------------------------------------
Bonds.com Group, Inc., announced that Jefferies & Company, Inc.,
the principal operating subsidiary of Jefferies Group, Inc., has
invested $2.0 million in Bonds.com Series D convertible preferred
stock and warrants.

Bonds.com, through the BondsPRO electronic trading platform of its
wholly-owned subsidiary Bonds.com, Inc., a FINRA registered Broker
Dealer and ATS, executes global corporate fixed income trades up
to $2 million in size on behalf of professional traders.

BondsPRO is a web based platform that has over 70 thousand live
prices on 10 thousand different issues from over 300 contributing
counterparties.  BondsPRO posts live, anonymous, negotiable orders
on a single bond or list basis, and permits price negotiation.
BCI is a neutral counterparty to all trades, acting as a riskless
principal.  All activity is transparent to clients.  The company
also offers Beacon, an anonymous electronic trading platform for
all classes of MBS, RMBS, CMBS and ABS product, creating a
convenient way for traders to sort, search and execute in the
$10.4 trillion MBS/ABS market.

Michael Sanderson, Bonds.com CEO, is excited to welcome Jefferies
as an investor.  With this additional funding, the total raised in
the Series D & Series D-1 round is $12.4 million, including
investments from GFINet, Inc., Oak Investment Partners and UBS
Americas, Inc.

George O'Krepkie, President of Bonds.com said: "Bonds.com is
delivering fundamental change to fixed income markets through
improved liquidity and execution, especially in smaller lot
trades.  The current round of capital raising will allow us to
continue to improve markets and execute upon our unique
opportunity."

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company reported a net loss applicable to common stockholders
of $12.51 million on $2.71 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
stockholders of $4.69 million on $3.90 million of revenue during
the prior year.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

"We have a history of operating losses since our inception in
2005, and have a working capital deficit of approximately
$4.4 million and an accumulated deficit of approximately
$28.6 million at Dec. 31, 2010, which together raises doubt about
the Company's ability to continue as a going concern," the Company
acknowledged in the Form 10-K.

The Company's balance sheet at March 31, 2011, showed $6.26
million in total assets, $11.29 million in total liabilities and a
$5.03 million stockholders' deficit.


BRONX HEIGHTS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Bronx Heights Neighborhood Community Corp. has filed for Chapter
11 bankruptcy.

Amanda Fung at Crain's New York Business reports the bankruptcy
was anticipated as the nonprofit has been under fire in recent
years for neglecting and mismanaging affordable housing properties
in the Morris Heights section of the Bronx.

Peter Anderson Jr., the attorney representing Bronx Heights, said
previous managers of the organization had mismanaged the
nonprofit, but he declined to elaborate.

According to the bankruptcy filing, Bronx Heights currently has
interest, valued at $12 million, in four properties: 1664 Davidson
Ave., 1694 Davidson Ave., 1702 Davidson Ave. and 1484 Inwood Ave.

Bronx Heights Neighborhood Community Corporation filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 11-13104) on June 27, 2011.
Peter F. Anderson, Jr., Esq., at Law Offices of Peter F. Anderson,
Jr., in Bronx, New York, serves as counsel.   The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

A case summary for Bronx Heights was published in the June 30,
2011 edition of the Troubled Company Reporter.


BXP 1 LLC: Wants Receiver to Continue Control of Property
---------------------------------------------------------
BXP 1 LLC asks the U.S. Bankruptcy Court for the Eastern District
of New York for permission to retain Angela Ortiz as receiver of
the Debtor's real property located at 1636-1640 University Avenue,
Bronx, New York.

The Debtor and 1636-40 Universe Debt LLC, the lender, have
consented to the receiver's continued control of the property and
the receiver's retention of Sally E. Unger, Esq. at Kossoff &
Unger, as her counsel.

The receiver will file monthly operating reports for the prior
month with the Bankruptcy Court substantially in the form
designated by the Office of the United States Trustee for real
estate entities, together with copies of the bank statements
arising from the operation of the property for such prior month,
and provide copies of such operating reports to counsel for the
Debtor, the lender, and the U.S. Trustee.

                         About BXP 1 LLC

Porter Ranch, California-based BXP 1 LLC owns six apartment
buildings in the Bronx, New York.  It filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-15608) on
Oct. 27, 2010.  Backenroth Frankel & Krinsky, LLP, assists the
Debtor in its restructuring effort.  According to its schedules,
the Debtor disclosed $19,356,812 in total assets and $13,931,125
in total debts as of the Petition Date.

On July 13, 2010, Angela Ortiz was appointed as receiver of the
Debtor's real property.  Sally E. Unger, Esq. at Kossoff & Unger
represents the receiver.


CADENCE INNOVATION: To Present Plan for Confirmation on Aug. 17
---------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Wednesday signed off on Cadence Innovation
LLC's disclosure statement, which outlines a liquidation plan
anchored by an approximately $30 million settlement by the auto-
parts maker with two private equity funds.

According to Law360, Judge Gross noted that all objections to the
plan had either been settled, withdrawn or rendered moot in
approving the disclosure statement, and set an Aug. 17
confirmation hearing for the liquidation plan.

                      About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The Company had at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic, prior to its bankruptcy filing.

Cadence and its debtor-affiliate, New Venture Real Estate
Holdings, LLC, filed for Chapter 11 reorganization (Bankr. D. Del.
Lead Case No. 08-11973) on Aug. 26, 2008.  Norman L. Pernick, Esq.
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as lead counsel to the Debtors.  Katten Muchin
Rosenman LLP is the Debtors' special corporate counsel; Butzel
Long is the special automotive and litigation counsel; and
Rothschild Inc. the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Attorneys at
Clark Hill PLC, Montgomery, McCracken, Walker & Rhoads, LLP, and
Womble Carlyle Sandridge & Rice, PLLC, represent the Official
Committee of Unsecured Creditors.

Cadence disclosed $225,217,639 in assets and $211,997,639 in
liabilities as of the Chapter 11 filing.

Following the bankruptcy filing, the Debtors commenced a going
concern sale process.  However, the buyer was unable to reach a
deal with the Debtors' key customers General Motors Corp. and
Chrysler LLC.  In December 2008, the Debtors commenced the
liquidation of their assets.  The Debtors have leased their
primary Chrysler facility to a party that was funded by Chrysler.
The Debtors' remaining assets include cash, avoidance actions,
proceeds and interests from the liquidation of its European unit
and certain real property.


CARBON RESOURCES: Court Denies Approval of Disclosure Statement
---------------------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of Mexico denied approval of the disclosure statement
explaining Carbon Resources, LLC's Plan of Reorganization.

Creditor PCM Venture II, LLC, objected to the approval of the
Disclosure Statement complaining that it is unequivocally
deficient, it fails to provide "adequate information" as required
by Section 1125 of the Bankruptcy Code, and it describes a plan of
reorganization that is facially unconfirmable.

The Court then ordered the Debtor to file and serve upon counsel
for PCM Venture and the U.S. Trustee an amended disclosure
statement on or before July 8, 2011.

The deadline for filing an objection to the amended disclosure
statement is August 1.  A final hearing to consider approval of
the amended disclosure statement is set for August 8, 2011, at
1:30 p.m.

If the amended disclosure statement is not approved, the Court
may consider dismissal or conversion of the Debtor's bankruptcy
case.

Sandia Park, New Mexico-based Carbon Resources LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.M. Case No. 10-16104)
on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin & Keefe, PC, and
the law firm of James M. LaGanke P.L.L.C., serve 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.


CARGO TRANSPORTATION: Court Grants Creditor Adequate Protection
---------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida ruled that Key Equipment Finance, Inc.
is entitled to adequate protection of its interest in certain
property in possession of Debtor Cargo Transportation Service,
Inc.

Subject to the adequate protection provided, the Court denied Key
Equipment's request to lift the automatic stay.

Key Equipment holds a lien on three freightliner COL 120 Tractors.
Key Equipment has an allowed secured claim for $93,976, which the
Debtor will pay:

(A) As adequate protection of Key Equipment's interest in the
    Trucks, the Debtor will pay Key Equipment:

    -- pre-confirmation, beginning on June 1, 2011, and continuing
       on the 1st day of each subsequent month up to and through
       the time the Debtor's Chapter 11 Plan of Reorganization is
       confirmed, monthly payments of $2,500; and

    -- upon confirmation, the balance of the Secured Claim will be
       paid in a total of 18 equal monthly installments with the
       first installment being due within 15 days of confirmation
       and continuing on the 15th day of each subsequent month
       until the Secured Claim is paid in full.

(B) Interest will accrue on the unpaid Secured Claim at the rate
    of 5.25% but otherwise a Note and Security Agreement will
    remain fully enforceable according to their terms, and the
    Debtor will comply with all the terms of the Note and Security
    Agreement.

As additional adequate protection of Key Equipment's interest in
the Trucks, the Debtor will (i) keep and maintain insurance on the
Trucks as required by the Security Agreement, naming Key Equipment
as loss payee and an additional insured on any policy.  The Debtor
will furnish proof of that insurance to Key Equipment immediately
and will allow Key Equipment reasonable access to the Trucks to
inspect them upon 72 hours advance notice.

If the Debtor defaults under any provision of this order, counsel
for Key Equipment will provide telephonic notice of the default to
the Debtor's counsel and the Debtor will have 72 hours from the
date of the notice to cure those defaults.  If the Debtor fails to
timely and completely cure the default, Key Equipment may file and
serve a motion for final relief from automatic stay.

                   About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as its certified public
accountants.  The Debtor also tapped Ruden McClosky P.A. as its
special counsel.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Debtor's Chapter 11 proceedings.  The
Committee tapped DLA Piper as its general counsel.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CDC PROPERTIES: Court OKs Retention of Receiver Evergreen-Olympic
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
approved a stipulation authorizing receiver for CDC Properties II,
LLC's assets, Evergreen-Olympic Properties, Inc., and Patrick C.
Rants, Evegreen's principal, to:

   1. continue ordinary course administration of Lacey Properties
      and to make disbursements from the rents or profits of the
      Lacey Properties as deemed necessary to maintain and
      preserve the Lacey Properties and to satisfy the duties and
      responsibilities of Evergreen as receiver in the Thurston
      County Action.

   2. continue possession of the books and records of the Olympia,
      Mason County and Clallam County Properties as necessary to
      satisfy the duties and responsibilities of Evergreen as
      receiver in the Receivership Actions;

   3. make the payments representing pre-bankruptcy obligations
      incurred by the receiver in the management of the
      properties; provided, however, that payments of the leasing
      commissions and tenant improvements will not be made without
      the written consent of Debtor or a further order of the
      Court.

The stipulation was entered among the Debtor, secured lender MLMT
2004-BPC1 Prium Portfolio LLC, the receiver and Mr. Rants.

MLMT is the successor in interest, by assignment, of Wells Fargo
Bank, N.A., as Trustee for the Registered Holders of Merrill Lynch
Mortgage Trust 2004-BPC1, Commercial Mortgage Pass-Through
Certificates, Series 2004-BPC1 with respect to loans originally
made by Merrill Lynch Mortgage Lending, Inc., to CDC II in
the original principal sum of $31,800,000 (Loan A) and $2,092,500
(Loan B).  CDC II's obligations in connection with the loans and
the notes are or were secured, in part, by deeds of trust and
assignments of leases and rents on 10 commercial properties.

Wells Fargo, Bank N.A. as trustee, filed a complaint in Thurston
County Superior Court, seeking the appointment of a receiver for
the Thurston County Properties.  By Stipulated Order entered on
Dec. 3, 2010, Evergreen Olympic Properties, Inc. was appointed as
custodial receiver for the Thurston County Properties.

                    About CDC Properties II LLC

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  Brad A.
Goergen, Esq., at Graham & Dunn PC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Thomas W. Price,
member/manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CHARLES MCINTYRE: Judge Allows Foreclosure Action to Proceed
------------------------------------------------------------
Bankruptcy Judge Helen E. Burris modified the automatic stay under
11 U.S.C. Sec. 362 to permit Ocwen Loan Servicing LLC to proceed
with a foreclosure action in state court against the property of
Charles David McIntyre and Janet Rowland McIntyre located at 312
Killion Drive, Gaffney, South Carolina, County of Cherokee.  The
claimant agrees to waive any claim that may arise under 11 U.S.C.
Section 503(b) or 507(b).  The claimant further agrees that any
funds realized in excess of its debt will be paid to the Chapter 7
Trustee.

A copy of Judge Burris' June 27, 2011 Order is available at
http://is.gd/osH5DQfrom Leagle.com.

Charles David McIntyre, aka McIntyre Properties or David McIntyre,
and Janet Rowland McIntyre, aka Janet Lynn Rowland McIntyre, in
Gaffney, South Carolina, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 09-09064) on Dec. 3, 2009, estimating assets and
debts of $1 million to $10 million.  Judge Helen E. Burris
presides over the case.  Robert H. Cooper, Esq. --
bknotice@thecooperlawfirm.com -- served as the Debtors' Chapter 11
counsel.

On March 23, 2010, the Debtors were to make regular monthly
mortgage payments to Ocwen according to their Chapter 11 Plan.
The Settlement Order dated March 23, 2010 provided that the
Debtors would re-amortize the loan over a period of 360 months
with payments to begin March 1, 2010.  The interest rate would be
reduced to 5%.  The March 23 Order further provided that the
Debtors' failure make said payments timely would be grounds for an
immediate lifting of the automatic stay.  The Chapter 11 Plan was
confirmed on Jan. 18, 2011.  The Debtors converted to a Chapter 7
bankruptcy on April 4, 2011.  Counsel for Ocwen maintains that the
Debtors failed to pay to Ocwen the May 1, 2011 regular monthly
mortgage payment, and all subsequent post-petition payments.


CHRISTIAN BROTHERS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
The Christian Brothers' Institute filed with the U.S. Bankruptcy
Court for the Southern District of New York, its schedules of
assets and liabilities, disclosing:

Name of Schedule               Assets                Liabilities
----------------              -------                -----------
A. Real Property               $62,464,000
B. Personal Property              $954,267
C. Property Claimed as
  Exempt
D. Creditors Holding
  Secured Claims                                       $6,500,000
E. Creditors Holding
  Unsecured Priority
  Claims                                                       $0
F. Creditors Holding
  Unsecured Non-priority
  Claims                                               $1,984,853
                             ------------          --------------
     TOTAL                    $63,418,267              $8,484,853

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

               http://ResearchArchives.com/t/s?765b

               About Christian Brothers' Institute

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

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

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

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


CHRISTIAN BROTHERS: CBOI Files Schedules of Assets and Liabilities
------------------------------------------------------------------
The Christian Brothers of Ireland, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of New York, its
schedules of assets and liabilities, disclosing:

Name of Schedule               Assets                Liabilities
----------------              -------                -----------
A. Real Property                  $306,000
B. Personal Property              $785,084
C. Property Claimed as
  Exempt
D. Creditors Holding
  Secured Claims                                               $0
E. Creditors Holding
  Unsecured Priority
  Claims                                                       $0
F. Creditors Holding
  Unsecured Non-priority
  Claims                                               $3,622,500
                             ------------          --------------
     TOTAL                     $1,091,084              $3,622,500

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

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

               About Christian Brothers' Institute

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

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

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

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


CLEAR BURN: Had Until June 26 to Use Cash Collateral
----------------------------------------------------
Judge Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for the
Middle District of North Carolina, Durham Division, authorized, on
an interim basis, Clean Burn Fuels, LLC, to continue using cash
collateral until June 26, 2011, pursuant to a budget.

Cape Fear Farm Credit, ACA, and other lending institutions, which
assert a first priority security interest and lien on the cash
collateral, and the Official Committee of Unsecured Creditors
objected to the Debtor's use of cash collateral.  The Court,
solely with respect to the interim period of authorization,
overruled all objections to the use of Cash Collateral to the
extent not withdrawn or resolved.

With respect to the line items designated as Maintenance & Repair,
Waste Disposal and Finish Punch List, the Debtor is prohibited
from expending the cash unless, prior to any expenditure of those
amounts, Debtor provides Lender with a detailed, itemized
accounting of those amounts proposed to be spent, identifying the
specific purpose for that expenditure and the Lender consents to
the proposed expense.

With respect to the line item designated as "Professional Fees-
Consultants" Lender consents to the use of cash collateral (i) to
pay the fees and expenses incurred by Anderson Bauman Tourtellot
Vos & Co. from and after June 19, 2011 through June 26, 2011, up
to but not exceeding the amounts shown on the Budget and to the
extent subsequently allowed by the Court, and (ii) to pay the fees
and expenses of other consultants as may be retained by Debtor at
the request of Lender subject to the Court's approval of the
retention and allowance of those fees and expenses.

A full-text copy of the Interim Cash Collateral Order, dated
June 17, 2011, and the Budget is available for free at:

               http://ResearchArchives.com/t/s?765d

A hearing to consider entry of any further order or final approval
of the use of Cash Collateral was scheduled on June 21, 2011.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The Official Committee of Unsecured Creditors is represented by
Charles M. Ivey, III, Esq., at Ivey McClellan Gatton & Talcott,
LLP, in Greensboro, North Carolina.


COLONY RESORTS: Hilton Terminates License Agreement
---------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, on June 22, 2011, received
notice from HLT Existing Franchise Holding, LLC, that it was
exercising its right to terminate the License Agreement between
the Company and Hilton, dated as of Jan. 1, 2009.  Pursuant to the
License Agreement, either party may terminate the agreement
without cause at any time after Jan. 1, 2011.  Unless the parties
reach an agreement otherwise, the effective date of termination
will be Jan. 1, 2012.

Pursuant to the License Agreement, the Company licenses the right
to use the "Hilton" mark and is part of Hilton's reservation
system and Hilton's "HHonors Program".

                       About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM)."

The Company's balance sheet at March 31, 2011, showed
$356.3 million in total assets, $296.1 million in total
liabilities, $61.8 million in redeemable members' equity, and a
members' deficit of $1.6 million.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.


COPPER KING: DIP Lenders Transfer Interests to Skye Mineral
-----------------------------------------------------------
Copper King Mining Corporation notified the U.S. Bankruptcy Court
for the District of Utah, Central Division, that these lenders to
the DIP Financing in the principal amount of $200,000 transferred
their interests to Skye Mineral Partners, LLC:

   Reynolds Brothers, Inc.                 41.2105750%
   DPI College, LC                         13.2322927%
   DDB Utah, LLC                            9.2284585%
   Bridge Loan Capital Fund, LP             8.1078599%
   Milford Copper Investors II, LLC         6.5917561%
   Milford Investors, LLC                   4.6142292%
   Top-Notch Investments, LLC               3.2958780%
   Brent Thomas Bingham                     2.6367024%
   The Raymond W. Schmelzer Marital Trust   1.6560370%
   Rodney Evan Schmelzer                    1.6479390%

                        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.


CRYOPORT INC: Names Robert Stefanovich as Chief Financial Officer
-----------------------------------------------------------------
CryoPort, Inc., named Robert S. Stefanovich, 46, as Chief
Financial Officer, Treasurer and Corporate Secretary.  Mr.
Stefanovich has 20 years of experience in financial management,
including more than a decade as a senior level financial executive
in the healthcare and technology industries.

"Robert is a seasoned financial executive who can effectively lead
and manage our growth," said Larry Stambaugh, CryoPort's Chairman
and Chief Executive Officer.  "Robert has developed and
implemented financial and operating plans that maximized
profitability while developing business.  He also has strong
international experience that will be important in our next phase
of growth."

"The growth opportunities that CryoPort has are considerable,"
said Stefanovich, "I am excited to work with the CryoPort team in
building its business both domestically and internationally around
their state-of-the-art shipping solution."

Most recently, Mr. Stefanovich served as Chief Financial Officer
of Novalar Pharmaceuticals, Inc., a venture-backed specialty
pharmaceutical company.  Previously he served as Chief Financial
Officer with three publicly traded companies, including
Xcorporeal, Inc., a medical device company, Artemis International
Solutions Corporation, a software company, and Aethlon Medical,
Inc., a medical device company.  Earlier, he was Vice President of
Administration at SAIC, a Fortune 500 company.  Mr. Stefanovich
also served as a member of the Software Advisory Group and an
Audit Manager with Price Waterhouse LLP's (now
PricewaterhouseCoopers) technology practice in San Jose,
California and Frankfurt, Germany.  He currently also serves as a
board member of Project InVision International, a leading provider
of business performance improvement solutions.  He received his
Masters of Business Administration and Engineering from University
of Darmstadt in Germany.

The Company also announced that it has expanded its sales and
marketing team with the addition of two senior sales directors,
Curt Kole and Timothy McClatchy.  Mr. Kole, who will manage the
Northeast region, has 25 years of sales and marketing experience
in the transportation and logistics industry, including serving as
a national accounts manager with FedEx Custom Critical (FXCC)
serving Fortune 100 firms.  While at FXCC he played a key role in
developing and implementing the firm's cold chain strategy for the
pharmaceutical and biotechnology industries.  Mr. McClatchy, who
will manage the Southeast region, has more than 15 years of sales
management experience in the transportation industry.  Most
recently, he was director of sales and marketing for Priority
Solutions, a third-party logistics firm; earlier he was a regional
customer manager at DHL.  In both positions he was responsible for
developing and managing relationships with large healthcare
customers.

"The expansion of our sales team reflects the significant
opportunities we are seeing in our target markets," said Mr.
Stambaugh.  "We are very pleased to bring Curt and Tim to
CryoPort, as both have extensive relationships in the healthcare,
pharmaceutical and biotechnology industries, and have a proven
ability to sell logistics services and grow customer accounts."

                        About CryoPort Inc.

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

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

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


CYBEX INTERNATIONAL: Enters Into Loan Modification Pact with RBS
----------------------------------------------------------------
Cybex International, Inc., and RBS Citizens, National Association,
on June 24, 2011, entered into a Loan Modification Agreement,
dated June 24, 2011, amending and modifying the Credit Agreement
dated July 2, 2008, as previously modified and amended, by
extending the maturity date of the revolving line of credit under
the Credit Agreement to July 6, 2012.

There are no material relationships between Cybex or its
affiliates and Citizens or its affiliates, other than in respect
to the transactions contemplated by the Credit Agreement, other
credit facilities between Cybex and Citizens or its affiliates,
and other standard banking arrangements.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

The Company's balance sheet at March 26, 2011 showed $84.35
million in total assets, $98.82 million in total liabilities and a
$14.47 million total stockholders' deficit.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DUKE AND KING: Closes Sales of Seven Properties
-----------------------------------------------
Duke and King Acquisition Corp., et al., notified the U.S.
Bankruptcy Bankruptcy Court for the District of Minnesota that
these Court-approved transactions closed:

   -- sale of the Group One Missouri Region (excluding Restaurant
      No. 12413) to Strategic Restaurants Acquisition Corp II,
      LLC;

   -- sale of the Group One Davenport Region to Crown Ventures
      Iowa, Inc.;

   -- sale of the Group One Minnesota Region to Heartland Midwest,
      LLC;

   -- sale of the Group One Wisconsin Region/Illinois Region to
      Cave Enterprises Operations, LLC;

   -- sale of Group Two Restaurants Nos. 6030 and 7204 to SRAC;

   -- sale of Group Two Restaurant No. 4334 to Crown; and

   -- sale of Group Two Restaurants Nos. 11911, 5960 and 106 to
      Cave.

The Debtor added that as of May 26, 2011, the remainder of the
Debtors' unsold restaurants were shut down and de-identified.
These sale transactions previously approved by the Court did
not close:

   i) Group Two Restaurant No. 1558 in Joplin, Missouri, was
      unfortunately destroyed by a tornado on May 22; and

  ii) Group Two Restaurant No. 6609 in Springfield, Missouri, was
      ultimately not purchased.

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

              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.


DUKE AND KING: Court Denies Dismissal or Chapter 7 Conversion
-------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota denied the U.S. Trustee's motion to dismiss
or convert the Chapter 11 case of Duke and King Acquisition Corp.,
et al., to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 10, 2011, the
U.S. Trustee explained that there is no purpose in incurring
substantial additional professional fees to go through the
process of approving a disclosure statement and getting a plan
confirmed because it appears that the insiders are selling the
remaining non-operating assets to a related company for less than
fair market value and with no evidence that any efforts were make
to have an arms length sale.

The U.S. Trustee added that the operating restaurants have either
been sold or closed, there are no ongoing operations to reorganize
and all competing claims among the major parties have been settled
and approved by the Court.

The Official Committee of Unsecured Creditors objected to the U.S.
Trustee's request to dismiss or convert the Debtors' explaining
that the U.S. Trustee failed to establish that the estates are
suffering a substantial or continuing loss.

According to the Committee, as of the most recently filed
operating reports, the Debtors' ending cash balance on April 21,
2011, was $3,700,330 and reported net accounts receivable of
$577,725 during the same period.

The Committee added that the Debtor and the Committee will submit
the joint plan, which establishes a trust for the liquidation of
the Debtors' remaining assets for the primary benefit of
general unsecured creditors.  The Debtors and the Committee are
proposing the Joint Plan because they believe a creditor trust
that has the support of the Debtors and the Committee and is
administered by William Kaye can be run more efficiently and
expeditiously than a chapter 7 estate.

               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.


DYNEGY INC: Robert Flexon Appointed President and CEO
-----------------------------------------------------
Dynegy Inc. announced that its Board of Directors appointed Robert
C. Flexon, currently a Dynegy independent director, as President
and Chief Executive Officer, effective July 11, 2011.  Flexon will
replace E. Hunter Harrison, who has served as interim President
and Chief Executive Officer since April 2011.  Harrison will be
resuming his role as an independent director and will serve as
non-executive chairman of Dynegy's Board of Directors.

"Bob's industry knowledge, financial acumen and broad experience
in operations will provide the company with the leadership needed
for the successful rebuilding and restructuring of our Company,"
said Harrison.  In addition to his role as President and Chief
Executive Officer, Flexon will continue to serve on the Company's
Board of Directors.  "Dynegy's portfolio of assets combined with
its experienced workforce provides the foundation from which we
can reestablish the Company as an energy industry leader," said
Flexon.  "The restructuring plan that the Company is developing
will, when finalized, serve as a platform for improving the
Company's financial condition and performance and will serve as a
solid beginning in this effort.  I'm excited to lead and be part
of the Dynegy organization where the focus will be creating value
for its stockholders."

Flexon, 52, has served as the Chief Financial Officer of UGI
Corporation, a distributor and marketer of energy products and
related services, since February 2011.  He was the Chief Executive
Officer of Foster Wheeler AG from June 2010 until October 2010 and
the President and Chief Executive Officer of Foster Wheeler USA
from November 2009 until May 2010.  Prior to joining Foster
Wheeler, Flexon was Executive Vice President and Chief Financial
Officer of NRG Energy, Inc., from February 2009 until November
2009.  He previously served as Executive Vice President and Chief
Operating Officer of NRG Energy from March 2008 until February
2009 and as its Executive Vice President and Chief Financial
Officer from 2004 to 2008. Prior to joining NRG Energy, Flexon
held various key executive positions with Hercules, Inc., and
Atlantic Richfield Company.

                         About Dynegy Inc.

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

                          Failed Sale

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

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

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

                       Bankruptcy Warning

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

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

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

                         *     *     *

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


DYNEGY INC: Kevin Howell Named EVP and Chief Operating Officer
--------------------------------------------------------------
Dynegy Inc. announced that Kevin T. Howell has been named
Executive Vice President and Chief Operating Officer of the
Company, effective July 5, 2011, and that Clint C. Freeland has
been named Dynegy's Executive Vice President and Chief Financial
Officer, effective July 5, 2011.  Both Howell and Freeland will
serve on the Company's executive management team and report to
Robert C. Flexon, who was recently named as Dynegy's President and
Chief Executive Officer.

As Executive Vice President and Chief Operating Officer, Howell
will manage the Company's 11,600 megawatt fleet, which currently
consists of power generation assets in the Midwest, West and
Northeast.  As Executive Vice President and Chief Financial
Officer, Freeland will be responsible for Dynegy's financial
affairs, including finance and accounting, treasury, tax and
banking and credit agency relationships.

"I have had the opportunity to work with both Kevin and Clint over
the past years, and their industry knowledge, proven abilities in
executive leadership roles and their team-oriented style will be
invaluable to Dynegy," said Flexon.  "Kevin's impressive
commercial and operating skills combined with Clint's experience
in financial structuring and his knowledge in all facets of
finance will greatly benefit Dynegy at this important juncture as
we embark on building a new future for the Company."

Howell, 53, retired in August 2010 from NRG Energy, where he had
served as President of NRG Texas and Reliant Energy since August
2008.  Prior to that he was NRG Energy's Executive Vice President
and Chief Administrative Officer from January 2008 to August 2008
and Executive Vice President, Commercial Operations from August
2005 to January 2008.  Before joining NRG Energy, Howell served in
a variety of operating and commercial positions with several
domestic and international energy companies.

Freeland, 42, has served as NRG Energy's Senior Vice President,
Strategy & Financial Structure since February 2009, where he
developed a venture capital partnership investment fund to invest
in emerging energy company technologies.  He was NRG Energy's
Senior Vice President and Chief Financial Officer from February
2008 to February 2009 and its Vice President and Treasurer from
April 2006 to February 2008.  Prior to joining NRG Energy,
Freeland held various key financial roles within the energy
sector.

                         About Dynegy Inc.

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

                            Failed Sale

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

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

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

                       Bankruptcy Warning

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

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

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

                         *     *     *

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


EFD LTD: Disclosure Statement Hearing Scheduled for August 8
------------------------------------------------------------
Hearing on the approval of the disclosure statement explaining the
Chapter 11 Plan of Reorganization of EFD, Ltd., doing business as
Blanco San Miguel, is scheduled for August 8, 2011, at 9:00 a.m.,
before Judge Craig A. Gargotta of the U.S. Bankruptcy Court for
the Western District of Texas, Austin Division.

The Plan provides for this treatment and classification of claims:

   Class I - Administrative Claims will receive either (i) the
             amount of the Allowed Claim in one cash payment or
             other treatment as may be agreed upon.

   Class II - Priority Non-tax Claims will receive payment of its
             Allowed Claim in full.  Class II is impaired.

   Class III - Priority Tax Claims.  The ad valorem tax claims of
             Blanco County ($8,246) and Burnet County ($135) will
             be paid in full and in cash on the Effective Date.

   Class IV - Claim of Capital Farm Credit.  The holder of Class
             IV Claim will receive sufficient acreage selected by
             the Debtor based upon the Court's valuation of the
             Property, along with all entitlements related to that
             Property, in satisfaction of its claim.  Upon
             conveyance of the Conveyed Property, the claim and
             the indebtedness owed to the Class IV holder will be
             deemed paid in full and satisfied.  The Class IV
             Claim holder will also receive an easement for access
             to the Conveyed Property.  The Debtor will also
             release all claims owed by the Estate against CFC.
             The Class is impaired.

   Class V - Claim of Dale and Rita Steitle.  The Allowed Claim of
             the Class V holder, consisting of debt approximately
             $2.75 million, will be satisfied by a return of the
             property securing repayment of that indebtedness to
             the Class V Claim holder, at which time the claim and
             indebtedness will be deemed paid in full and
             satisfied.  The Class is impaired.

   Class VI - General Unsecured Claims.  Each holder of a Class VI
             General Unsecured Claim will receive payment in full
             for their allowed unsecured in cash and without
             interest no less than one year from the Effective
             Date.

   Class VII - Equity Interests.  Holders of Equity Interests of
             the Debtor will retain their Interests, but will not
             receive any distributions or any other property on
             account of those interests until all senior classes
             are paid in full.

A full-text copy of the Disclosure Statement, dated June 23, 2011,
is available for free at:

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

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


ENERGYCONNECT GROUP: Stockholders OK Merger with Johnson Controls
-----------------------------------------------------------------
EnergyConnect Group, Inc., held a Special Meeting of Stockholders
in Campbell, California, On June 23, 2011.  At the Special
Meeting, ECI's stockholders voted to (i) approve the merger
agreement among ECI, Johnson Controls Holding Company, Inc., and
Eureka, Inc., a wholly owned subsidiary of JCI Holding and the
related plan of merger, and (ii) adjourn the Special Meeting if
necessary to solicit additional proxies if there were not
sufficient votes to approve the merger agreement and the related
plan of merger at the Special Meeting.

Represented in person or by proxy at the Special Meeting were
104,557,961 shares of ECI's common stock, or 78.91% of the total
number of shares outstanding as of the record date.

                    About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

The Company's balance sheet at April 2, 2011, showed $15.25
million in total assets, $11.53 million in total liabilities and
$3.72 million in total shareholders' equity.


GARDENS OF GRAPEVINE: Files Schedules of Assets And Liabilities
---------------------------------------------------------------
Gardens of Grapevine Development LP filed with the U.S. Bankruptcy
Court for the Northern District of Texas its summary of schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $53,250,000
  B. Personal Property             4,026,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,794,392
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        10,160,241
                                ------------     ------------
        TOTAL                    $57,276,000      $37,954,633

A full-text copy of the Schedules of Assets & Debts is available
for free at http://bankrupt.com/misc/GARDENS_Grapevine.pdf

                   About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.


GARY PHILLIPS: Wayne Turbyfield OK'd to Give Accounting Services
----------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee authorized Gary Phillips
Construction, LLC, to employ:

         Wayne Turbyfield
         Lewis & Associates P.C.
         136 Princeton Rd.
         Johnson City, TN 37601-2502
         Tel: (423) 926-5138

as its accountant.

As reported in the Troubled Company Reporter on June 2, 2011, the
professional services to be rendered by Wayne Turbyfield are
to include:

     A. Review and assist in the preparation of monthly financial
        statements (in accordance with United States Trustee
        requirements), bank reconciliations, check registers and
        detail general journals.

     B. Review of all monthly, quarterly, and annual tax returns.

     C. Perform all other accounting services as needed for Debtor
        as Debtor-In-Possession.

The terms of the employment of said accountant as agreed to by
the Debtor-In-Possession, subject to the court, is that services
shall be billed as follows:

      CPA                  $135.00 per hour
      Staff Accountant     $ 70.00 per hour
      Support Staff        $ 37.00 per hour

The hourly rates and monthly fees are subject to periodic
adjustments to reflect economic and other conditions.

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

                  About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee of unsecured creditors'
counsel.  In its schedules, the Debtor disclosed $13,255,698 in
assets and $7,614,399 in liabilities as of the Petition Date.


GARY PHILLIPS: Has Access to Secured Lenders Cash Until July 29
---------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee authorized Gary Phillips
Construction, LLC to use the secured creditors' cash collateral
until 5:00 p.m. on July 29, 2011.

The Court ordered that any variance in expense figures in the
interim budget in excess of 10% will require Court approval.

As reported in the Troubled Company Reporter on April 15, 2011,
the Debtor would use the cash collateral to fund its business and
operations.

However, the Debtor will not be permitted to use Commercial Bank's
specific cash collateral account which is designated as savings
account XXXXX6614 without further order of the Court.

As adequate protection, Bank of Tennessee, Citizens Bank,
Commercial Bank, First Bank & Trust, Regions Bank, Tri-Summit
Bank, TruPoint Bank, and Probuild Company, LLC will be granted
replacement liens in and to all assets of the Debtor's estate.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Court denied the application to employ Crye-Leike
Realtors as realtor.  In its schedules, the Debtor disclosed
$13,255,698 in assets and $7,614,399 in liabilities as of the
Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GLC LIMITED: Seeks to Extend Lease Decision Period to Sept. 26
--------------------------------------------------------------
GLC Limited asks the U.S. Bankruptcy Court for the Southern
District of Ohio to extend the time within which the Debtor must
assume or reject the Debtor's unexpired leases of non-residential
real property by 90 days, to Sept. 26, 2011.

The Lease Disposition Period currently expires on June 28, 2011.
The hearing on the Lease Extension Motion, however, will most
likely be held subsequent to the expiration of the current Lease
Disposition Period.

As a result, Judge Jeffery P. Hopkins entered a bridge order
extending the Debtor's lease decision period to the date the
Bankruptcy Court enters an order with respect to the lease
extension motion.

Because the Debtor is still in the process of selling its
inventory and other assets, the Debtor needs additional time to
assume or reject its unexpired non-residential real property
leases.

Ronald E. Gold, Esq., at Frost Brown Todd, LLC, states that cause
exists to extend the initial 120-day period within which the
Debtor must assume or reject its unexpired nonresidential real
property leases.  The Debtor's leased Retail Stores and Warehouses
contain the majority of the Debtor's assets - making those
locations crucial to the Debtor's liquidation.  The Debtor is
current on its postpetition rent payments to the lessors of the
Debtor's nonresidential real property locations, and therefore no
lessor will be adversely affected by the extension.

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition. The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the
Debtor's bankruptcy counsel.  The Official Committee of Unsecured
Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped
Morris, Manning & Martin, LLP, as counsel.


GREENWICH SENTRY: Court Approves Bifferato as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court of Southern District of New York
authorized Greenwich Sentry, L.P. and Greenwich Sentry Partners
L.P. to employ Bifferato LLC as counsel.

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

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

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

                    About Greenwich Sentry

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

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

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

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

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

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

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


GSC GROUP: Lenders Block $235-Mln Asset Sale to Black Diamond
-------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that GSC Group Inc.'s
minority lenders on Wednesday urged a New York bankruptcy judge to
delay the $235 million sale of the investment company's assets to
Black Diamond Capital Management LLC and put their reorganization
plan in play.

U.S. Bankruptcy Judge Arthur Gonzalez adjourned a hearing
Wednesday until July 6, when he will decide whether to authorize
the 363 sale to GSC's chief lender Black Diamond or give the
dissident lenders the chance to solicit support for their
Chapter 11 plan, Law360 relates.

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


HARRISBURG, PA: Senate Adopts Bill to Thwart Chapter 9
------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that the Pennsylvania
State Senate approved a bill Tuesday that would allow the state to
take the financial reins and thwart bankruptcy in the troubled
city of Harrisburg, which has been facing a possible municipal
bankruptcy after it defaulted on its debt.

Law360 says the chamber passed amendments to the Municipalities
Financial Recovery Act in S.B. 1151 by a 29-21 vote, allowing the
state to appoint a three-member board to implement a proposed
recovery plan if Harrisburg does not enact the plan itself.

                      About Harrisburg, PA

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

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

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


HORIZON LINES: Home Depot Drops Alleged Antitrust Claims
--------------------------------------------------------
Horizon Lines, LLC, and Home Depot U.S.A., Inc., On June 24, 2011,
entered into a release whereby Home Depot released Horizon, its
affiliates and certain other persons from alleged antitrust claims
asserted by Home Depot against Horizon.  Horizon will continue to
provide ocean transportation services to Home Depot.

                        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.


INDEPENDENCE TAX: Completes Liquidation and Winding Up
------------------------------------------------------
Independence Tax Credit Plus, L.P., on June 28, 2011, completed
its liquidation and winding up, and has filed a Certificate of
Cancellation with the Secretary of State of the State of Delaware
and will file a Form 15 with the Securities and Exchange
Commission to terminate registration under Section 12(g) of the
Securities Exchange Act of 1934, after which the Partnership will
no longer be required to file reports under Sections 13 and 15(d)
of the Exchange Act.  The Partnership transferred its entire cash
balance, after setting aside a reserve for the payment of accrued
operating expenses and accrued liquidation expenses, to a paying
agent for distribution to investors.

             About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2010,
Trien Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, noted
that the Partnership's consolidated financial statements for the
fiscal year ended March 31, 2010, include the financial statements
of two subsidiary partnerships with significant uncertainties.
The financial statements of these subsidiary partnerships were
prepared assuming that they will continue as going concerns.
These subsidiary partnership's net losses aggregated $466,043
(2009 Fiscal year) and $841,207 (2008 Fiscal year), and their
assets aggregated $464,755 and $4,748,430 at March 31, 2010, and
2009, respectively.


INDIAN NATIONAL: Absolute Priority Rule Doesn't Apply to Plan
-------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher approved the disclosure
statement and amended plan of reorganization filed by Indian
National Finals Rodeo Inc. & Indian National Finals Rodeo
Association Inc., over the objection of its largest unsecured
creditor, Apache Gold Casino Resort.  Judge Kirscher said the
Debtor's Amended Disclosure Statement provides adequate
information and satisfies 11 U.S.C. Sec. 1125(a).  The Debtor did
not wrongfully classify Apache Gold's unsecured claim.  Judge
Kirscher also said the Debtor satisfied the requirement of 11
U.S.C. Sec. 1129(a)(10) that at least one class of claims that is
impaired under the Plan has accepted the Plan.  He said the
absolute priority rule of 11 U.S.C. Sec. 1129(b)(2)(B)(ii) does
not apply to non-profit entity such as the Debtor.  The Debtor
also satisfied its requirement under 11 U.S.C. Sec. 1129(a)(11) to
show that confirmation of the plan is not likely to be followed by
the liquidation, or the need for further financial reorganization.

The original Plan provides for 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.  The
Plan provides that Apache Gold shall be paid an aggregate of 50%
of its allowed claim of $275,000, or $137,500, payable over 7
annual installments of $19,643 starting Dec. 1, 2012, and for six
more years thereafter. The amended Plan clarifies that Apache Gold
will be paid a total amount of $137,500, with no interest in seven
annual installments starting in 2012.  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 objects to final approval of the Amended Disclosure
Statement and objects to Plan confirmation on the grounds of lack
of a liquidation analysis, lack of feasibility, that the Plan is
based on speculation and "hope", that the Debtor has never shown a
profit, that the Debtor has not justified the separate
classification of Apache Gold's unsecured claim, and based on the
"absolute priority" rule under 11 U.S.C. Sec. 1129(b)(2)(B).
Apache Gold further objects based on the treatment of its claim,
excessive payment term, and the Debtor's failure to pay it
interest on its claim.

The Debtor contends that Apache Gold's claim is dissimilar to
Class Two claims because it is a large judgment claim based on a
contract, while Class Two claims are smaller and their continued
support is necessary to the Debtor's reorganization.  The Debtor
argues that the separate classification is allowed so long as it
is not unfair, and that business and economic reasons justify the
separate classification.  The Debtor argues that its repayment
terms meet its budget and projections, and that its Plan satisfies
and is consistent with "how Chapter 11 works."

The Debtor argues that since it is a non-profit entity, the
absolute priority rule does not apply, citing In re General
Teamsters, Warehousemen and Helpers Union, Local 890, 265 F.3d 869
(9th Cir. 2001).

All ballots filed in Class II voted to accept the Debtor's Plan,
in the total amount of $40,256.  Apache Gold voted to reject the
Plan in Class I in the amount of $275,000.  Therefore, if the
separate classification of Apache Gold's claim is allowed, the
Debtor satisfies the requirement of 11 U.S.C. Sec. 1129(a)(10)
that at least one class of claims that is impaired under the Plan
has accepted the Plan.

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.

A copy of Judge Kirscher's June 28, 2011 Memorandum of Decision is
available at http://is.gd/lffYC1from Leagle.com.

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

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.


INNKEEPERS USA: Files Chapter 11 Plan of Reorganization
-------------------------------------------------------
BankruptcyData.com reports that Innkeepers USA Trust filed with
the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization.

According to the Debtors, "The Plan is an aggregation of four
separate joint plans of reorganization: the Fixed/Floating Plan;
the Anaheim Plan, the Ontario Plan, and the Remaining Debtor Plan
(each as defined herein). Together these Joint Plans (as defined
herein) provide for the resolution of all Claims against and
Interests in each of the 92 Debtors in the Chapter 11 Cases. The
Fixed/Floating Plan, the Anaheim Plan, the Ontario Plan, and the
Remaining Debtor Plan are severable from each other and the
Confirmation and Consummation of any one of the Joint Plans are
not conditioned on the Confirmation and Consummation of any of the
other Joint Plans."

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

The confirmation hearing for approval of Innkeepers' Chapter 11
plan is set for June 23.


INTERNATIONAL ENERGY: Case Transferred Northern District of Iowa
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized the transfer of venue of the Chapter 11 case of
International Energy Holdings Corp. to a bankruptcy court in the
Northern District of Iowa.

As reported in the Troubled Company Reporter on May 30, 2011,
secured creditor HCI Construction, asked to transfer the case
explaining that none of the Debtor's creditors are in Florida.
HCI Construction added that the transfer would serve convenience
of the parties and interest of justice.

HCI Construction holds a $5,734,096 trade debt claim secured by
mechanics' liens and is the Debtor's largest secured creditor.

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection on March 28, 2011 (Bankr. M.D. Fla. Case No. 11-05547).
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing


LEHR CONSTRUCTION: Wolf Haldenstein to Handle HSBC Bank Dispute
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized Jonathan L. Flaxer, the
Chapter 11 trustee of Lehr Construction Corp., to retain Wolf
Haldenstein Adler
Freeman & Hertz as his conflicts counsel.

As reported in the Troubled Company Reporter on June 7, 2011, the
firm is representing the trustee in any dispute with HSBC Bank
USA, National Association or any of its affiliates.  The Debtor
recently completed projects for HSBC at its Columbus Avenue and
Broadway locations and has an incomplete project for HSBC at its
Fifth Avenue location.  To the best of the Trustee's knowledge,
there are no issues or disputes relating to the three HSBC
projects.  In the event that disputes between the Estate and HSBC
arise, the Trustee proposes that WH will represent him in
connection with such dispute.

WH will charge for services rendered on an hourly basis and for
reimbursement for reasonable expenses incurred.

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

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


LEHR CONSTRUCTION: Trustee Can Retain Golenbock Eiseman as Counsel
------------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized Jonathan L. Flaxer, the
Chapter 11 trustee of Lehr Construction Corp., to retain Golenbock
Eiseman Assor Bell & Peskoe as his general counsel.

As reported in the Troubled Company Reporter on June 7, 2011, as
the trustee's counsel, GEABP is expected to, among other things:

     (a) provide legal advice and all legal services necessary
         to assist the Trustee in his efforts to wind down the
         the Debtor's affairs, maximizing the value of the
         Estate and investigate the Estate's assets and financial
         affairs;

     (b) evaluate and pursue potential causes of action under
         chapter 5 of the Bankruptcy Code, if any;

     (c) prepare or review on behalf of the Trustee, such
         necessary motions, applications, answers, orders, reports
         and other papers in connection with the administration
         of the Debtor's Estate; and

     (d) at the request of the Trustee, take such action as
         may be necessary to protect and preserve the Estate,
         including the prosecution of actions on the Trustee's
         or Debtor's behalf, the defense of any actions
         commenced against the Debtor or the Trustee, and the
         prosecution objections to claims designated by the
         Trustee as subject to objection.

GEABP will be paid on an hourly basis and will be reimbursed of
reasonable expenses incurred in connection with performing such
services.

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

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


LOS ANGELES DODGERS: Wants to Pay Claims of Critical Vendors
------------------------------------------------------------
The Los Angeles Dodgers LLC has obtained from the U.S. Bankruptcy
Court for the District of Delaware authorization to honor and pay
certain prepetition claims of critical vendors in the ordinary
course of business.  The Debtors' bank are directed to continue
to honor and pay checks issued prepetition on account of Critical
Vendor Claims that have yet to be cashed to ensure that these
essential goods and services will continue to be available
without interruption.

Judge Kevin Gross authorizes the Los Angeles Dodgers to pay
Critical Vendor Claims in an aggregate amount not to exceed
$500,000, provided that the payments may only be made in
accordance with the terms of any order approving and authorizing
post-petition financing and any applicable budget under the
financing order.

The Los Angeles Dodgers reserves the right to seek to increase
the Critical Vendor Cap to satisfy Critical Vendor Claims in an
amount greater than the Critical Vendor Cap.  The Debtors intend
to propose a plan of reorganization that pays all of its unsecured
creditors in full, and intends to pursue authority to pay its
vendors and suppliers in full prior to plan confirmation after an
official committee of unsecured creditors is appointed.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.


MAJESTIC CAPITAL: Has Authority to Tap Murphy & King as Counsel
---------------------------------------------------------------
Majestic Capital, Ltd., and its debtor affiliates sought and
obtained permission from Judge Cecilia G. Morris of the U.S.
Bankruptcy Court for the Southern District of New York,
Poughkeepsie Division, to employ Murphy & King, Professional
Corporation, as counsel, nunc pro tunc to April 29, 2011.

M&K's services will include, without limitation, assisting,
advising and representing the Debtors with respect to:

   (a) the administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs, including
       all issues arising from or impacting the Debtors or the
       Chapter 11 Cases;

   (b) the preparation on behalf of the Debtors of necessary
       applications, motions, memoranda, orders reports and other
       legal pleadings;

   (c) appearances in Court and at various meetings to represent
       the interests of the Debtors;

   (d) negotiating with the Debtors' secured lenders, as well as
       any creditors' committee appointed in these Chapter 11
       Cases, other creditors, and third parties, for the benefit
       of the Debtors' estates;

   (e) those communications with creditors as the Debtors may
       consider desirable or necessary; and

   (f) the performance of all other legal services for the Debtors
       in connection with the Chapter 11 Cases.

M&K will be paid according to its customary hourly rates.  The
hourly billing rates of M&K's partners range from $415 to $630,
the hourly rate of M&K's associates range from $230 to $415, and
the hourly billing rates of M&K's legal assistants range from $170
to $230.  The firm will also be reimbursed for any necessary out-
of-pocket expenses.

Harold B. Murphy, a partner at Murphy & King, Professional
Corporation, assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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.

BNY Mellon Trust Company, NA, Wilmington Trust Company, and
Oakwood Partners, LLC, are the members to the official committee
of unsecured creditors appointed in the Debtors' Chapter 11 cases.


MINH VU HOANG: Turnover Claims V. David Dahan Dismissed
-------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota ruled on motions to dismiss
filed in the lawsuit, Gary A. Rosen, Chapter 7 Trustee for Minh Vu
Hoang and Thanh Hoang, v. David Dahan, et al., Adv. Proc. No. 11-
00087 (Bankr. D. Md.).  On March 10, 2011, Gary A. Rosen, Chapter
7 Trustee for the estates of Minh Vu Hoang and Thanh Hoang, filed
a 105-page amended complaint against multiple defendants.  David
Dahan, Karin Dahan, Sarit Dahan, Maia, LLC, Raymonde, LLC, and
Rokama, LLC, sought dismissal.  The complaint seeks, among other
claims, turnover under 11 U.S.C. Sec. 542 of property acquired by
the Defendants post-petition.  The Defendants, relying on
Deckelbaum v. Cooter, Mangold, Tompert & Chapman, PLLC, 275 B.R.
737 (D. Md. 2001), argue that Sec. 542 actions are limited to
recovery of assets that were in the hands of a defendant as of the
petition date, and the section does not apply to post-petition
transfers.  Plaintiff opposes the Motion, arguing that both the
plain language and the legislative history of Sec. 542 permit
actions for turnover of assets that come into the hands of a
third-party post-petition.  Judge Catliota followed Deckelbaum and
dismiss the Sec. 542 claims.  A copy of the Court's June 28, 2011
Memorandum of Decision is available at http://is.gd/7RtnFhfrom
Leagle.com.

                About Minh Vu Hoang and Thanh Hoang

Minh Vu Hoang and Thanh Hoang filed a Chapter 11 petition (Bankr.
D. Md. Case No. 05-21078) on May 10, 2005.  They served as debtor-
in-possession until Gary A. Rosen was appointed as chapter 11
trustee on Aug. 31, 2005.  The case was converted to chapter 7 on
Oct. 28, 2005, and Mr. Rosen was appointed the chapter 7 trustee
and continues to serve in that capacity.

Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment
scheme.  Since 1998, the Hoangs purchased distressed real estate
at foreclosure and sold those properties at a profit.  The Debtors
concealed those assets, through sham entities and paperless
transactions, in an effort to impede judgment creditors from
executing on any judgments.


MSR RESORT: Singapore Loses Fight Over Bid for Resort
-----------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that Singapore
sovereign wealth funds hoping to buy Paulson & Co.-owned luxury
hotel company MSR Resort Golf Course LLC out of bankruptcy lost a
bid Wednesday in New York to wrest away the debtor's control of
Chapter 11 proceedings.

Law360 relates that U.S. Bankruptcy Judge Sean H. Lane granted
MSR's motion to extend to Sept. 29 the period during which it has
the exclusive right to advance a reorganization plan, overruling
objections from affiliates of the Government of Singapore
Investment Corp. and two lenders.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NEBRASKA BOOK: Judge Approves $125 Million Loan Request
-------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Peter Walsh on Tuesday gave permission for
college bookstore chain Nebraska Book Co. to borrow $125 million
to keep itself afloat as it tries to restructure.

Law360 relates that Judge Walsh said Nebraska Book could obtain up
to $125 million in debtor-in-possession financing from a group of
lenders led by JPMorgan Chase Bank NA.  The company had asked for
permission to take out $125 million in term loans and $75 million
in revolving loans.

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NO FEAR: Seeks Permission to Auction Off Brand, Other Assets
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that quickly running out of cash,
the California retailer behind No Fear's edgy clothing line has
proposed to sell its brand name for $6.25 million to a subsidiary
of U.K. retailer Sports Direct International PLC.

                        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.


NORTHCORE TECHNOLOGIES: Launches Discount This.com's Microsite
--------------------------------------------------------------
Northcore Technologies Inc. and Discount This Holdings Inc. are
pleased to announce the launch of Discount This microsite.

The microsite is a pre-launch site that allows Discount This'
clientele to directly influence the selection of the first
offerings available through the proprietary Discount This Group
Purchasing Platform.  In addition, Discount This' vendors and
investors will gain an efficient conduit to the information and
resources they need.  Links to social media and a sweepstakes
event on the site will serve to generate interest and excitement.

"The launch of Discount This microsite is a significant milestone
for our company.  We now have the ability to fully engage buyers
and vendors and expose them to our unique platform," said Michael
Smith, CEO Discount This.  "Northcore's strong technical and
project management expertise has been key for us in executing our
vision at Discount This."

"The development of Discount This microsite demonstrates
Northcore's ability to work with clients in the consumer and
social technology space," said Amit Monga, CEO Northcore
Technologies.  "We look forward to supporting Discount This as
they build their footprint in the exciting group buying space."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NOVASTAR FINANCIAL: Announces Final Results of Exchange Offer
-------------------------------------------------------------
NovaStar Financial, Inc., announced the final results of its
exchange offer for the issued and outstanding shares of publicly-
held 8.90% Series C Cumulative Redeemable Preferred Stock of the
Company, par value $0.01 per share, including accrued and unpaid
dividends thereon, for approximately 43,823,600 newly-issued
shares of common stock of the Company, par value $0.01 per share,
and $1,623,000 in cash.  The Series C Offer expired at 5:00 p.m.,
Eastern Time, on June 23, 2011.

As previously announced last week, on June 23, 2011, the Company
completed the exchange of all outstanding shares of the Company's
9.00% Series D1 Mandatory Convertible Preferred Stock, par value
$0.01 per share, for an aggregate of 37,162,000 shares of newly-
issued Common Stock and $1,377,000 in cash.  Together, the Series
C Offer and the Series D Exchange constitute the Company's plan of
recapitalization of its outstanding preferred stock.

Completion of the Recapitalization improves the Company's capital
structure and eliminates its obligation with respect to
outstanding and future preferred dividends and preferred
liquidating preference.  As of June 24, 2011, there were accrued
and unpaid dividends of approximately $24.8 million and $34.5
million on the Series C Preferred Stock and the Series D Preferred
Stock, respectively.  As of June 24, 2011, the aggregate
liquidating preference of the Series C Preferred Stock and Series
D Preferred Stock was $74.8 million and $52.5 million,
respectively.

"By completing this transaction, we have simplified our capital
structure and eliminated a significant demand on NovaStar's cash,"
said Lance Anderson, the Company's Chief Executive Officer.  "This
is an important step in positioning the Company for future
growth."

Approximately 88.8% of the Series C Preferred Stock (2,655,649
shares) participated in the Series C Offer.  The Series C Offer
permitted tendering stockholders the choice between electing a
"Stock Only" option or a "Cash-and-Stock" option.  The "Stock
Only" option was oversubscribed and so was subject to proration
and allocation.  For every 100 shares tendered for the "Stock-
Only" option, approximately 85.5 shares were accepted for the
"Stock-Only" option (providing 19 shares of Common Stock per share
of Series C Preferred Stock).  The other 14.5 shares received the
"Cash-and-Stock" option (providing $2.00 cash and 3 shares of
Common Stock per share of Series C Preferred Stock).  The 334,351
shares of Series C Preferred Stock that did not participate in the
tender have converted into the right to receive $2.37 cash,
payable no sooner than 11 business days after June 27, 2011, and
no later than 180 calendar days from June 27, 2011.

Shares of Common Stock and cash will be credited to accounts of
tendering stockholders promptly by Computershare Trust Company,
N.A., acting as exchange agent.  In addition, cash in lieu of
fractional shares of Common Stock will be delivered/credited
promptly by the exchange agent.

                           About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company reported net income of $985.65 million on $97.52
million of total income and revenues for the year ended Dec. 31,
2010, compared with a net loss of $183.15 million on $184.06
million of total income and revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed
$42.59 million in total assets, $151.28 million in total
liabilities, and a $108.69 million total shareholders' deficit.

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


PFG ASPENWALK: May Draw Additional $369,750 in Priming Financing
----------------------------------------------------------------
On June 15, 2011, the U.S. Bankruptcy Court for the District of
Minnesota authorized PFG AspenWalk, LLC, to draw an additional
$369,750 loan under the debtor-in possession loan, as provided in
the Debtor's motion.

A copy of the DIP financing order is available at:

        http://bankrupt.com/misc/pfg.dipfinancingorder.pdf

Bank of America, N.A., objected to the Debtor's motion, citing
that the Debtor has proffered no evidence that the BofA is
adequately protected or that the funds requested are necessary to
obtain Final Planned Unit Development Approval.  Further, Bofa
said that without any assurance of new financing or evidence that
it is adequately protected, allowing further priming borrowing to
pay costs wholly unrelated to Final PUD Approval would further
impair its collateral position pocket and should not be allowed.

BofA relates to the Court that due to the Debtor's insistence that
additional funding was necessary to obtain Final PUD Approval, it
entered into three stipulations with the Debtor allowing hundreds
of dollars in priming financing.  As of May 10, 2011, the Debtor
owed the priming lender, Rapid Funding, LLC, approximately
$820,410.37 (inclusive of principal and interest).

On May 10, 2011, the Debtor filed its amended disclosure statement
and plan which provide that the plan will be funded by obtaining
$9,000,000 in new financing.  The new financing will be necessary
to, among other things, retire the DIP financing and BofA's
secured claim.  Obtaining the new financing is a prerequisite to
confirmation of the plan and the deadline for plan confirmation is
Aug. 1, 2011.

Bofa argues that it agreed to DIP financing at the inception of
the case in the belief that the Debtor would obtain Final PUD
Approval and confirm a plan of reorganization.  Over the course of
the case, however, Bofa believes that it has become far less
likely that the Debtor will be able to obtain the necessary exit
financing.  Until it is able to do so, no further funds are needed
or should be allowed, Bofa said.

A copy of BofA's objection is available at:

   http://bankrupt.com/misc/pfg.bofaobjectiontodipfinancing.pdf

Counsel for Bank of America, N.A., may be reached at:

     Marc N. Swanson, Esq.
     Timothy A. Fusco, Esq.
     Marc N. Swanson, Esq.
     Ronald A. Spinner, Esq.
     MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
     150 West Jefferson, Suite 2500
     Detroit, MI 48226
     Tel: (313) 963-6420
     E-mail: swansonm@millercanfield.com

          - and -

     William J. Fisher, Esq.
     Jessica Mitchell, Esq.
     GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
     500 IDS Center
     80 South 8th Street
     Minneapolis, MN 55402
     Telephone: (612) 632-3000
     Facsimile: (612) 632-4444
     E-mail: william.fisher@gpmlaw.com
             jessica.mitchell@gpmlaw.com

As reported in the TCR on Oct. 7, 2010, PFG AspenWalk sought court
approval to obtain up to $1,400,000 in DIP financing, which may be
drawn on by the Debtor on a non-revolving basis to fund costs
associated with the final Planned Unit Development of the
Development Project by the City of Aspen.

That DIP loan would mature in twelve months, and will bear
interest at an annual rate of the 13%.  Additionally, the DIP
Lender will receive 5% of the common equity interests in the
Debtor.  Subsequently, the Court entered an interim order,
allowing the Debtor to draw $132,000 under the DIP loan in
accordance with a stipulation reached by BofA and the Debtors,
which the Court approved on Sept. 29, 2010.

On Nov. 1, 2010, a hearing was scheduled with respect to the
portion of the DIP Motion seeking the Court's authorization to
draw an additional $452,500 under the DIP Loan.  On Nov. 24, 2010,
the Court authorized the Debtor to draw an additional $320,000
from the DIP Loan.

The Debtor notes that these provisions are included in the DIP
Loan and the Sept. 29, 2010 Order approving the DIP Loan:

   (a) DIP Availability: The DIP Loan in the amount of
       $1,400,000 may be drawn on by the Debtor on a non-
       revolving basis to fund costs associated with final
       Planned Unit Development of the Development Project by the
       City of Aspen.

   (b) DIP Maturity: The DIP Loan will mature on Oct. 31, 2011.
       The Debtor may extend the term of the DIP Loan until
       April 30, 2012, by paying the DIP Lender a $10,000
       extension fee.

   (c) Interest Rates: Amounts outstanding under the DIP Loan
       will bear interest at an annual rate of the 13%, and the
       Debtor must pay the DIP Lender a minimum interest payment
       of $91,000, notwithstanding the amounts advanced under the
       DIP Loan.  Additionally, the DIP Lender will receive 5% of
       the common equity interests in the Debtor.

   (d) DIP Facility Fee: The DIP Lender will receive an
       origination fee of $50,000 upon closing of the loan
       facility.  Additionally, the Debtor will pay $7,500 to
       Nantucket Capital and $2,500 to CB Richard Ellis for loan
       origination fees.

Minneapolis, Minnesota-based PFG AspenWalk, LLC, is a Delaware
limited liability company whose primary assets consist of real
property located at 404 Park Avenue, Aspen, Pitkin County,
Colorado.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 10-47089) on Sept. 23, 2010.  Attorneys
at at Leonard Street & Deinard P.A., in Minneapolis, Minnesota,
assist the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $12,004,580 in total assets and
$7,535,608 in total liabilities as of the Petition Date.


RANCHER ENERGY: Filing of 10-K for FY Ended March 31 is Delayed
---------------------------------------------------------------
In a regulatory filing Tuesday, Rancher Energy Corp. discloses
that its annual report on Form 10-K for the fiscal year ended
March 31, 2011, could not be filed within the prescribed time
period.

The Company expects to report a net loss of approximately
$20.3 million for the year ended March 31, 2011.  This compares
with a net loss of $44.3 million for the year ended March 31,
2010.

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On Feb. 24, 2011, the Bankruptcy Court approved the sale of
substantially all of the Company's assets to DIP Lender Linc
Energy Petroleum, Inc., for the price of approximately
$20 million.

The Company's balance sheet at Dec. 31, 2010, showed $17.7 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $228,272.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.


RASER TECHNOLOGIES: Court Sets July 26 Plan Disclosures Hearing
---------------------------------------------------------------
As reported in the TCR on June 24, 2011, Raser Technologies Inc.
filed its bankruptcy-exit plan a few weeks after abandoning a dual
sale-plan process.

Among other things, the Plan provides that all common stock and
other equity ownership interests in the Company are to be canceled
and that the holders of such securities will not receive any
property or distribution under the Plan on account of such
securities.

A hearing to consider the adequacy of the information provided in
the Disclosure Statement is scheduled for July 26, 2011.

The Plan and the Disclosure Statement are subject to amendment
prior to final confirmation by the Bankruptcy Court.

Copies of the Plan and the Disclosure Statement are available at:

     http://bankrupt.com/misc/rasertechnologies.jointplan.pdf
     http://bankrupt.com/misc/rasertechnologies.DS.pdf

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


ROBERTS LAND: Seeks Permission to Make Adequate Payments to Lender
------------------------------------------------------------------
Roberts Land & Timber Investment Corp. asks the U.S. Bankruptcy
Court for the Middle District of Florida, Jacksonville Division,
to approve an agreement for adequate protection with its creditor,
Community State Bank, so that the Debtor can retain certain real
property with marginal equity but significant future sales
potential and make adequate payments to the Bank.

Roberts is indebted to Community in accordance with a renewal
Promissory Note dated March 7, 2011, in the original principal
amount of $167,062.  As of May 25, 2011, the balance owed by
Roberts to Community on said Promissory Note was $162,419.

The indebtedness owed by Roberts to Community is secured by a
collateral assignment of Notes and Mortgages with a fair market
value of $176,027.  Roberts is currently collecting and servicing
these Notes and Mortgages as receivables it holds subject to
Community's security interest, according to Andrew J. Decker III,
Esq., at The Decker Law Firm, P.A., in Live Oak, Florida.

The security interest held by Community is entitled to adequate
protection pending the confirmation of the Debtor's Chapter 11
Plan of Reorganization, Mr. Decker tells the Court.

Pursuant to the Agreement, Roberts will pay Community $1,072 per
month commencing June 6, 2011, and on the 6th day of each month
thereafter, pending the confirmation of Roberts' Chapter 11 Plan.
Roberts may use the monthly monies received from the Notes and
Mortgages in excess of $1,072 in its business operations.

Roberts will also furnish Community monthly reports on the status
of payments made, resulting balances on the Notes and Mortgages
receivable and other information as Community may request.

The Agreement for Adequate Protection and Use of Cash Collateral
is without prejudice to Community's right to seek modification of
the terms including relief from the automatic stay as it may deem
appropriate in the event of a default by Roberts with respect to
the terms of the Agreement, Mr. Decker says.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, -- decklaw@windstream.net --
serves as counsel to the Debtor.  Affiliate Union Land & Timber
Corp. also sought Chapter 11 protection (Case No. 11-03853).

Roberts Land is a real estate developer in north Florida.  In its
schedules, the Debtor disclosed assets of $26.7 million with debt
totaling $12.2 million, all secured.  The principal properties are
1,500 acres in Baker County, Florida and 3,300 acres in Union
County, Florida.


RIVER ISLAND: Court Okays Sale of Mercedes Property for $3.9-Mil.
-----------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division, authorized River
Island Farms, Inc., to sell its property located at 2521 Mercedes
Drive, Ft. Lauderdale, Florida, for $3,950,000 to William P. and
Michelle Y. Noglows.

The Court authorized and directed the closing agent for the sale
of the Mercedes Property, Russell S. Jacobs, to distribute the Net
Sale Proceeds from the sale after payment of ordinary and
necessary expenses of the closing, including broker's commissions
of $237,000, seller's attorney's fees of $2,000, any transfer
stamps and real estate taxes, as follows:

   (a) The following amounts to Gibraltar under its wiring
       instructions previously provided to closing agent:

        i. Principal Balance Owed Gibraltar $2,443,000.00
       ii. Interest Owed Gibraltar through 6/7/11 $82,645.53
      iii. Interest Owed Gibraltar 6/8/11 to 7/1/11 $10,039.73

   (b) The balance of the Net Sale Proceeds, $863,210.38, will be
       paid to the Debtor-in-Possession bank account of the
       Debtor.

After the closing agent pays the Debtor's share of Net Sale
Proceeds into the DIP Account, the Debtor will promptly wire an
$164,388.42 adequate protection payment to Gibraltar Private Bank
and Trust Company, f/k/a Gibraltar Bank, FSB, the Debtor's secured
creditor, which Gibraltar will apply to pay accrued and unpaid
interest at the contract rate of 6% through June 30, 2011 on the
Debtor's 2328 Aqua Vista and 2001 SE St. Lucie loans, $140,843.54
and $23,544.88, respectively.

Gibraltar, according to the Court, does not waive its right to
assert that it is entitled to receive the default rate of interest
on these two loans and the Debtor and U.S. Trustee do not waive
their right to object to Gibraltar being paid default interest on
these loans.

The Court also authorized the Debtor to use the Net Sale Proceeds
remaining in the DIP Account after the payment to Gibraltar to
fund the budget items shown in a cash collateral budget, including
payment of monthly interest due on the 2328 Aqua Vista and 2001 SE
St. Lucie loans after June 30, 2011.  This relief, according to
Judge Ray, is subject to reallocation should Gibraltar later be
found not to have been entitled to the adequate protection
payments.

The balance of the Net Sale Proceeds held in the DIP Account after
making the payments will be held by the Debtor pending further
order of the Court.  Gibraltar does not waive its right to be paid
from the Net Sale Proceeds Gibraltar's default interest on its
loans, Del Lago deficiency principal and interest and any other
obligations owed Gibraltar, including fees, costs and charges.

The Debtor and the U.S. Trustee also reserve the right to dispute
Gibraltar's right to default interest, Del Lago deficiency
principal and interest and any fees, costs and charges claimed by
Gibraltar.

A full-text copy of the Sale Order, dated June 14, 2011, is
available for free at:

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

A full-text copy of the Sale Order amended on June 27, 2011, is
available for free at:

      http://bankrupt.com/misc/RIVERISLAND_saleorder2.pdf

                 About River Island Farms, Inc.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million to
$50 million.


RIVER ROAD: Amalgamated Bank Can Credit-Bid for O'Hare Hotel
------------------------------------------------------------
American Bankruptcy Institute reports that Amalgamated Bank can
bid for the InterContinental Hotel at O'Hare International Airport
near Chicago using the amount it is owed by bankrupt owner River
Road Hotel Partners LLC, a federal appeals court ruled.

                  About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


SB PARTNERS: SRE Clearing Owns 2,721.5 Units
--------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SRE Clearing Services Corporation disclosed
that it beneficially owns 2,721.5 Units of Limited Partnership
Interest of SB Partners representing 35.1% of the Units
outstanding.  As disclosed in the Company's Annual Report for the
year ended Dec. 31, 2010, filed with the SEC June 17, 2011, the
Company had 7,753 Units outstanding.  A full-text copy of the
filing is available for free at http://is.gd/Lg36F3

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $30.60
million in total assets, $32.26 million in total liabilities and a
$1.66 million total partners' deficit.


SEALY CORP: Incurs $377,000 Net Loss in May 29 Quarter
------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $377,000 on $321.29 million of net sales for the three months
ended May 29, 2011, compared with net income of $849,000 on
$290.52 million of net sales for the three months ended May 30,
2010.  The Company also reported a net loss of $1.28 million on
$626.82 million of net sales for the six months ended May 29,
2011, compared with net income of $6.56 million on $602.41 million
of net sales for the six months ended May 30, 2010.

The Company's balance sheet at May 29, 2011, showed $932.65
million in total assets, $1.00 billion in total liabilities and a
$70.54 million total stockholders' deficit.

"We were pleased with our operational and financial performance in
the second quarter, which allowed the company to deliver double
digit sales growth over the prior year, as well as sequential
growth in gross margin, income from operations and Adjusted
EBITDA.  We accomplished these results even as we saw conditions
for the industry become more challenging than expected.  We also
began to reap some benefits associated with our recent strategic
investments, which included $12.7 million of incremental costs
associated with the launch of our Next Generation Posturepedic
product line and our new national advertising campaign.  The Next
Generation Posturepedic launch is proceeding well ahead of plan,
as we exceeded our goal of shipping the line to at least 60% of
our retail partners by Memorial Day.  The timely roll out and the
positive consumer and retailer reaction to the Posturepedic launch
contributed to our strong double digit revenue growth performance
for the quarter.  In addition to the exceptional Posturepedic
performance, our 2010 products continued to exhibit positive sales
momentum, with double digit revenue growth from both our Sealy
Branded promotional line and our Embody specialty line.  As a
result of these actions, the company continued to focus on further
deleveraging our balance sheet, as demonstrated by the May 2011
redemption of $10 million of our 10 7/8% senior notes.  This
action reflects the confidence we have in our business despite an
increasingly challenging retail and inflationary environment.  The
balance of the year is shaping up to be more challenging, but the
ongoing success of our broad product portfolio affirms the
confidence we have in our ability to drive improved financial
performance, with expected continued revenue growth, and improving
gross margin and Adjusted EBITDA results in the second half of
2011," stated Larry Rogers, Sealy's President and Chief Executive
Officer.

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

                        http://is.gd/4vlCvi

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.


SHILO INN SEASIDE: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Shilo Inn, Seaside Oceanfront, LLC, filed with the U.S. Bankruptcy
Court for the Central District of California, its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,000,000
  B. Personal Property           $1,219,762
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,156,236
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $532,215
                                 -----------      -----------
        TOTAL                    $22,219,762      $13,688,451

                   About Shilo Inn Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, serves
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.


SUNSET VILLAGE: Case Dismissed, Request for Cash Use Deemed Moot
----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 case of
Sunset Village Limited Partnership.

The U.S. Trustee for Region 11 asked that the Court dismiss or
convert the Debtor's case to one under Chapter 7 of the Bankruptcy
Code because:

   -- the Debtor is delinquent on payment of the U.S. Trustee fees
      in the amount of $6,500; and

   -- the Debtor's counsel has filed a motion to withdraw as
      counsel leaving the Debtor corporation without the benefit
      of counsel.

In this connection, the Court entered an order mooting the
Debtor's motion to use Jefferson-Pilot Investments' cash
collateral.

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUPERIOR ACQUISITIONS: DRMG Has Stake In, But Doesn't Own, Rents
----------------------------------------------------------------
DRMG, LLC, v. Linda Green, Trustee, Adv. Proc. No. 11-1034 (Bankr.
N.D. Calif.), seeks a determination of rights between a bankruptcy
trustee and a secured creditor as to rents from real property.
Linda Green, the chapter 11 trustee for Superior Acquisitions,
Inc., seeks dismissal of the complaint.

DRMG holds a deed of trust on the Debtor's property which contains
and absolute assignment of rents.  Prior to bankruptcy, the Debtor
defaulted and DRMG sent a notice to the California Department of
Motor Vehicles stating that rents should be paid to it.  DRMG
collected some rents before bankruptcy.  However, because of
budget problems, the DMV did not pay rents which accrued before
bankruptcy until after the petition was filed.  Postpetition, the
DMV paid about $90,000 in rent, most of which was attributable to
prepetition rent.

The Chapter 11 Trustee argues that the rents are property of the
estate subject to DRMG's security interest and may accordingly be
used by the Trustee pursuant to section 363(c) of the Bankruptcy
Code so long as she can demonstrate that DRMG is adequately
protected.  DRMG argues that it is the lawful owner of the rents
and therefore may keep them even if the Trustee could show that it
is adequately protected.

Bankruptcy Judge Alan Jaroslovsky held that any rents not received
by DRMG before filing are property of the bankruptcy estate
subject to DRMG's security interest and may not be used by the
Chapter 11 Trustee absent consent of DRMG or Court order.  The
judge noted that the Bankruptcy Code does allow the Chapter 11
Trustee to use the rents, but she must first show that DRMG is
protected from loss if the rents are used.  This furthers the
purposes of reorganization while fully protecting the secured
creditor's interest.  This is exactly the balance intended by
Congress in fashioning 11 U.S.C. Sec. 363.

A copy of the Court's June 27, 2011 Memorandum is available at
http://is.gd/U89BZYfrom Leagle.com.

                   About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, owns real
property and rents it out to the California Department of Motor
Vehicles.  Superior Acquisitions filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 10-13730) on Sept. 28, 2010, with
Judge Alan Jaroslovsky presiding.  The Debtor disclosed
$13,889,530 in assets and $14,866,437 in liabilities as of the
Chapter 11 filing.  The Law Offices of Michael C. Fallon --
mcfallon@fallonlaw.net -- serves as bankruptcy counsel to the
Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Chapter 11 trustee
has tapped Bachecki Crom & Co. LLP as her accountant.

Superior Acquisitions filed with the Bankruptcy Court an Amended
Chapter 11 Plan of Reorganization dated June 2, 2011.


SWISS CHALET: Inks Agreement on Use of CPG/GS Cash Collateral
-------------------------------------------------------------
Swiss Chalet, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to approve a stipulation entered into with
CPG/GS PR NPL LLC for the use of cash collateral subject to
adequate protection.

As previously reported by The Troubled Company Reporter on
June 22, 2011, CPG/GS asked the Court to prohibit the Debtor from
using its cash collateral without providing adequate protection.

After substantial negotiations, the Debtor and CPG/GS agreed to
the stipulation whereby, among other things, CPG/GS consents to
the Debtor's limited use of certain cash collateral securing the
Debtor's indebtedness to CPG/GS to satisfy certain operating
expenses until August 31, 2011.

CPG/GS is purchaser and successor in interest of certain assets of
First Bank Puerto Rico, including, among others, credit facilities
pursuant to the loans of approximately $119 million.

According to the Debtor's counsel, Charles A. Cuprill, Esq., at
Charles A. Cuprill, P.S.C. Law Offices, in San Juan, Puerto Rico
-- ccuprill@cuprill.com -- the Debtor has no debtor-in-possession
financing and, thus, requires the use of cash collateral to
satisfy operating expenses pending the approval and consummation
of the sale of certain assets; the operation of the DoubleTree
Hotel; and other approved expenses.

As adequate protection to CPG/GS, Debtor will make monthly
payments to CPG/GS, to be paid on the first day of each calendar
month, from the cash, receivables collections, and other revenues
received by Debtor during the previous month from Debtor's
consolidated operations in excess of its consolidated operating
costs.  The Debtor countered that CPG/GS is adequately protected
in the Debtor's use of receivables considering CPG/GS's
encumbrances on the Debtor's assets principally real property, the
pertinent portion of which are well maintained and in excellent
condition, with the taxes relative thereto being current, as well
as the insurance thereon.

CPG/GS and Debtor recognize that there are certain expenses at
Atlantis and Gallery Plaza, like insurance costs, maintenance,
utilities, and others necessary for the maintenance of the
Collateral, which are partially paid from the income generated
from the operations of the DoubleTree Hotel.  Therefore, the
monthly payments to be made by Debtor to CPG/GS as adequate
protection will be the lesser of $75,000, or the difference
between the total monthly income generated by Debtor's
consolidated operations less Debtor's consolidated operating
costs for the same month.  These payments will be applied to the
principal balance of CPG/GS secured claim without prejudice to
reapplication of those payments to interest and other charges as
permitted by the Bankruptcy Code if and when the value of CPG/GS'
collateral is determined.

As further adequate protection, the Debtor grants CPG/GS:

   -- a replacement lien and a postpetition security interest on
      all of the assets and Collateral acquired by Debtor after
      the Petition Date;

   -- a super-priority claim in an amount equal to any diminution
      in value of the prepetition Collateral;

As additional adequate protection, Debtor will:

   -- permit designated agents of CPG/GS to visit the premises of
      the DoubleTree Hotel, Gallery Plaza and Atlantis
      Condominiums Hotel and make available to them all of
      Debtor's books and records, for the purpose of inspecting
      and auditing the operations of each of the DoubleTree,
      Gallery Plaza and Atlantis Condominium;

   -- submit to CPG/GS monthly reports detailing: (a) the amount,
      aging, and description of all of Debtor's accounts
      receivable, inventory and other Cash Collateral; (b) the
      amount of Cash Collateral collected and used to satisfy
      Permitted Expenses; (c) monthly income statements, (d)
      monthly expense statements; (e) monthly reports on the
      marketing and sales efforts for the Gallery Plaza and
      Atlantis Condominiums.

As additional adequate protection, Debtor agrees that upon the
consummation of any sale of substantially all or any ofits assets
all of the net proceeds of that sale will be paid immediately and
indefeasibly to CPG/GS in an amount equivalent to the outstanding
balance of the Loans, plus any postpetition interest and charges
that may have accrued to the extent permitted by the Bankruptcy
Code.

The Debtor also covenants and agrees to waive any and all rights
under Section 506(c) of the Bankruptcy Code as to any of the
Collateral.  The Debtor will also grant CPG/GS access to monitor
its debtor-in-possession accounts and the payments and deposits
made therein or therefrom.

The postpetition Collateral under the Replacement Liens and the
prepetition Collateral will all serve as cross-Collateral for the
Loans and any and all other amounts disbursed by CPG/GS under the
Financing Agreements.

CPG/GS will have the right to credit bid the indebtedness owed
thereto under the Loan Agreements and Loan Documents, in whole or
in part, in connection with any sale or disposition of Debtor's
assets, and Debtor hereby waives all rights to oppose such credit
bid rights of CPG/GS.

Objections are due July 5, 2011.  If no objection or other
response is received within the time allowed, the motion will be
deemed unopposed and a final order may be entered approving the
stipulation.  If a timely objection is filed, a hearing will be
held on July 7, 2011, at 9:30 a.m.

Attorneys for CPG/GS are:

   David P. Freedman, Esq.
   Hermann D. Bauer, Esq.
   O'Neill & Borges
   American International Plaza
   250 Munoz Rivera Avenue, Suite 800
   San Juan, Puerto Rico 00918-1813
   Tel: (787) 764-8181
   Fax: (787) 753-8944
   E-Mail: David.Freedman@oneillborges.com
           Hermann.bauer@oneillborges.com

                        About Swiss Chalet

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  In its Schedules,
the Debtor disclosed total assets of $118,521,510 and total debts
of $132,741,094.  The petition was signed by Arnold Benus,
director.


SWISS CHALET: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Swiss Chalet Inc.filed with the U.S. Bankruptcy Court for the
District of Puerto Rico, its schedules of assets and liabilities,
disclosing:

  Name of Schedule               Assets               Liabilities
  ----------------              -------               -----------
A. Real Property               $69,473,628
B. Personal Property           $45,668,034
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $118,566,626
E. Creditors Holding
   Unsecured Priority
   Claims                                                $326,064
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $19,754,881
                              ------------         --------------
      TOTAL                   $115,141,662           $138,646,572


                      About Swiss Chalet

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  In its Schedules,
the Debtor disclosed total assets of $118,521,510 and total debts
of $132,741,094.  The petition was signed by Arnold Benus,
director.


TAO-SAHI, LP: Can Use Cash Collateral Until July 18
---------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, authorized Tao-Sahi, LP,
to continue use of cash collateral until July 18, 2011.

According to the Debtor's counsel, Marvin E. Sprouse III, Esq., at
Jackson Walker L.L.P., in Austin, Texas, has an immediate need to
obtain use of Cash Collateral in order to permit, among
other things, the preservation of its business and assets.
Without those funds, the Debtor will be unable to pay necessary
expenses, he adds.  The ability of the Debtor to use Cash
Collateral is vital to the Debtor and the Debtor's efforts to
maximize the value of the Debtor's assets, he told the Court.

S2 Acquisition LLC asserts claims against the Debtor in the amount
of approximately $19,849,305.  This amount is secured by a deed of
trust of trust and related security agreements.  S2 Acquisition,
an opportunity fund associated with Square Mile Capital Management
in New York, purchased a $18,633,336 secured construction loan
from the Federal Deposit Insurance Corporation.

The Debtor believes that its primary assets on the Petition Date
are valued at a minimum of $21 million.

S2 Acquisition, as adequate protection, is granted a replacement
security interest and lien in the Debtor's postpetition cash
subject to its existing prepetition liens and security interests.

S2 Acquisition is represented by:

   Shari L. Heyen, Esq.
   Greenberg Traurig
   1000 Louisiana Street, Suite 1700
   Houston, Texas 77002
   Tel: (713) 374.3500
   Fax: (713) 374.3505 (fax)

A final hearing on the Debtor's motion is scheduled for July 18,
2011, at 9:30 a.m.  The Debtor was directed by the Court to file
and serve a proposed final Cash Collateral order no later than
July 1.

                         About Tao-Sahi

Tao-Sahi, LP, is a Texas limited partnership whose primary
operations consist of ownership of the Holiday Inn NW - Seaworld
located in San Antonio, Texas.  Tao-Sahi filed a voluntary
petition under Chapter 11 on June 7, 2011, before the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division.  Judge Ronald B. King oversees the Debtor's Chapter 11
case.

Marvin E. Sprouse, III, Esq., -- msprouse@jw.com -- and Jack E.
Skaggs, Esq., -- jskaggs@jw.com -- at Jackson Walker LLP, in
Austin, Texas -- represent the Debtor.  The Debtor also employed
Bolton Real Estate Consultants, Ltd.

The Debtor, in its Chapter 11 petition, listed $10,000,001 to
$50,000,000 in estimated assets and $10,000,001 to $50,000,000 in
estimated debts.  The petition was signed by Clayton Isom, chie f
executive officer of Tao Development Group, LLC, general partner.


TAO-SAHI LP: Files Schedules of Assets & Liabilities
----------------------------------------------------
TAO-SAHI, LP, filed with the U.S. Bankruptcy Court for the Western
District of Texas, its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,500,000
  B. Personal Property              $235,728
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,980,644
  E. Creditors Holding                                 $4,159
     Unsecured Priority
     Claims                                           $23,572
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,599,261
                                 -----------      -----------
        TOTAL                    $24,735,728      $20,584,065

Austin, Texas-based TAO-SAHI, LP, filed for Chapter 11 bankruptcy
(Bank. W.D. Tex. Case No. 11-52027) on June 7, 2011.  Judge Ronald
B. King presides over the case.  Marvin E. Sprouse, III, Esq., at
Jackson Walker LLP serves as bankruptcy counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Clayton Isom, CEO of Tao
Development Group, LLC, general partner.


TAO-SAHI: Seeks to Appoint Jackson Walker as Bankruptcy Counsel
---------------------------------------------------------------
Tao-Sahi LP seeks permission from the United Bankruptcy Court for
the Western District of Texas to employ Jackson Walker LLP as
bankruptcy counsel.

   Jackson Walker LLP
   100 Congress Ave., Suite 1100
   Austin, TX 78701

   Marvin E. Sprouse III
   Tel: (512)236-2088
   Fax: (512) 236-2148
   E-mail: mspouse@jw.com

   Jack E. Skaggs
   Tel: (512) 236-2343
   Fax: (512) 236-2182
   E-mail: jskagg@jw.com

Upon retention, Jackson Walker, among other things will:

   a) assist and advise the Debtor relative to its operations as
      debtor-in-possession, and relative to the overall
      administration of this Chapter 11 case;

   b) represent the Debtor at hearings held before this Court and
      communicate with its creditors regarding the matters heard
      and the issues raised, as well as the decisions and
      considerations of this Court;

   c) prepare, review and analyze pleadings, orders, operating
      reports, schedules, statements of affairs and other
      documents filed and any future filings with this Court by
      the Debtor or other interested parties in this Chapter 11
      case; advise the debtor as to the necessity, propriety and
      impact of the foregoing upon this Chapter 11 case, and
      consent or object to pleadings or orders on behalf of the
      Debtor.

The firm's rates are:

              Personnel                    Rates
              ---------                    -----

         Marvin E. Sprouse, Partner        $425/hour
         Jack E. Skaggs, Associate         $355/hour
         Kimberly Gdula, Associate         $290/hour
         Carole C. Thomas, Paralegal       $165/hour

Austin, Texas-based TAO-SAHI, LP, filed for Chapter 11 bankruptcy
(Bank. W.D. Tex. Case No. 11-52027) on June 7, 2011.  Judge Ronald
B. King presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Clayton Isom, CEO of Tao Development Group,
LLC, general partner.


THORNBURG MORTGAGE: Court Approves Payment of KPMG LLP's Fees
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Thornburg Mortgage Inc., et al., pay to KPMG LLP, as tax
consultants to Joel I. Sher, Chapter 11 Trustee, up to $32,530,
representing the total amount of fees and expenses due for
Sept. 1, 2010 until April 30, 2011.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  Susman Godfrey serves as special litigation
counsel to the trustee.


TRANS-LUX CORPORATION: Board Elects Executive Officers
------------------------------------------------------
The Board of Directors elected Mr. Jeffrey Knapp, age 54,
Executive Vice President of Sales and Marketing.  Mr. Knapp served
as President and Chief Operating Officer of Defentect Group from
June 2010 through January 2011; Vice President of Marketing of On-
Net Surveillance Systems, Inc., from February 2007 through June
2010 and President of Management Strategy, Inc., from January 2005
through February 2007.

In addition, the Board of Directors elected Mr. Andrew Aldrich,
age 27, Senior Vice President and Chief Strategy Officer.  Mr.
Aldrich served as a director of Visium, a venture capital firm
from August 2010 through December 2010; founder and chief
executive officer of CalendarFly.com from October 2008 through
August 2010; an analyst with Esoteric Assets Group, a division of
Standard and Poor's from January 2007 through October 2008 and a
sales and trading associate with Forex Capital Markets from June
2003 through December 2006.

On June 22, 2011, Mr. Jean-Marc Allain, age 41, the President and
Chief Executive Officer of the Company, was appointed to the Board
of Directors of the Company effective immediately.  Mr. Allain
became the President and Chief Executive Officer of the Company on
February 16, 2010.  Mr. Allain served as President of Panasonic
Solutions Company from July 2008 through October 2009; Vice
President of Duos Technologies from August 2007 through June 2008;
General Manager of Netversant Solutions from October 2004 through
June 2005; and Vice President of Adesta, LLC from May 2002 through
September 2004.  Mr. Allain has familiarity with the operational
requirements of complex organizations and has experience dealing
with reorganizations and turnarounds.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $31.50
million in total assets, $33.03 million in total liabilities and a
$1.53 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRICO MARINE: Files Liquidation Plan Supplement
-----------------------------------------------
BankruptcyData.com reports that Trico Marine Services filed with
the U.S. Bankruptcy Court a Supplement for its Second Amended
Joint Chapter 11 Plan of Liquidation. The Supplement contains the
following documents: Transition Services Agreement, Warrant
Certificate, Schedule of Assumed Contracts, Schedule of Insurance
Policies and List of Initial Post-Effective Date Employees.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


UTSTARCOM INC: Shah Capital Discloses 9.01% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Shah Capital Management disclosed that it beneficially
owns 14,066,890 shares of common stock of UTStarcom Holdings Corp.
representing 9.01% of the shares outstanding.  As of April 30,
2011, there were 156,129,775 shares of the Company's common stock
outstanding, par value $0.00125.  A full-text copy of the filing
is available for free at http://is.gd/zBRH5F

                      About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on $291.53
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $225.70 million on $386.34 million of net sales
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$726.30 million in total assets, $488.06 million in total
liabilities, and $238.23 million in total equity.


WARNER MUSIC: Commences Tender Offers and Consent Solicitations
---------------------------------------------------------------
WMG Acquisition Corp. and WMG Holdings Corp., each a wholly owned
subsidiary of Warner Music Group Corp., announced that they have
commenced tender offers to purchase for cash any and all of their
respective outstanding debt securities: (a) 7 3/8% Senior
Subordinated Notes due 2014; (b) 8 1/8% Senior Subordinated Notes
due 2014; and (c) 9.5% Senior Discount Notes due 2014.  In
conjunction with each tender offer, WMG Acquisition and WMG
Holdings are soliciting consents to the adoption of certain
proposed amendments to each of the indentures governing the Notes
to, among other things, eliminate substantially all of the
restrictive covenants, certain events of default and other related
provisions.

Each tender offer will expire at 12:00 a.m., New York City time,
on July 26, 2011, unless extended.  Holders of Notes must validly
tender (and not validly withdraw) their Notes and validly deliver
(and not validly revoke) their corresponding Consents at or prior
to 5:00 P.M., New York City time, on July 11, 2011, unless
extended, to be eligible to receive the applicable Total
Consideration, which includes the applicable Consent Payment.
Holders who tender their Notes after the applicable Consent Time
and prior to the applicable Expiration Time will be eligible to
receive the applicable Purchase Price, but not the Consent
Payment.  Tendered Notes may be withdrawn and Consents may be
revoked at or prior to the "Withdrawal Deadline", which is the
earlier of (a) the "Effective Time" and (b) the Expiration Time.

Each of WMG Acquisition and WMG Holdings intends to execute a
supplemental indenture with respect to the indenture(s) governing
its respective Notes promptly following the receipt of the
Requisite Consents with respect to such indenture.  The time and
date on which the supplemental indenture with respect to an
indenture is executed is referred to as the "Effective Time" for
the applicable tender offer.  The Effective Time with respect to a
tender offer may occur prior to the applicable Consent Time.  A
Holder cannot deliver a Consent without tendering its
corresponding Notes or tender its Notes without delivering a
corresponding Consent.

The tender offers are being made, and the consents are being
solicited, in connection with the Agreement and Plan of Merger,
dated as of May 6, 2011, by and among Airplanes Music LLC, a
Delaware limited liability company and an affiliate of Access
Industries, Inc., Airplanes Merger Sub, Inc., a wholly owned
subsidiary of Airplanes Music LLC and Warner Music Group, as
amended from time to time, pursuant to which Airplanes Merger Sub,
Inc., will be merged with and into Warner Music Group, with the
result that Warner Music Group, WMG Acquisition and WMG Holdings
will become affiliates of Access Industries.

Upon the terms and conditions described in the Offer to Purchase
and Consent Solicitation Statement and the related Consent and
Letter of Transmittal, payment for Notes accepted for purchase
will be made (1) with respect to Notes validly tendered and not
validly withdrawn at or prior to the applicable Consent Time,
promptly after acceptance of such Notes for purchase, which will
occur promptly following the satisfaction or waiver of the
conditions to the applicable tender offer, including the closing
of the Acquisition, and (2) with respect to Notes validly tendered
after the Consent Time but at or before the applicable Expiration
Time, promptly after acceptance of such Notes for purchase, which
will occur promptly following such Expiration Time.  However, as
WMG Acquisition and WMG Holdings intend to accept Notes validly
tendered and not validly withdrawn at or prior to the applicable
Consent Time promptly following the consummation of the
Acquisition, WMG Acquisition and WMG Holdings will extend the
applicable Expiration Time and, consequently, the date or dates of
acceptance for Notes tendered and the corresponding date or dates
of payment as necessary for this to occur.

In addition to the Total Consideration or Purchase Price, as
applicable, holders of Notes tendered and accepted for payment
will receive accrued and unpaid interest on such Notes from the
last interest payment date for the Notes up to, but not including,
the applicable payment date.

The consummation of each tender offer is conditioned upon the
timely receipt of Consents at or prior to the applicable Consent
Time from holders of at least a majority of the outstanding
aggregate principal amount of (i) the 7 3/8% Senior Subordinated
Notes due 2014 and the 8 1/8% Senior Subordinated Notes due 2014,
taken together, of WMG Acquisition and (ii) the 9.5% Senior
Discount Notes due 2014, in the case of WMG Holdings.  The Notes
issued by WMG Acquisition were issued under the same indenture and
are treated as a single class for purposes of consenting to the
proposed amendments to such indenture.  In addition, the tender
offers are conditioned upon the consummation of the Acquisition.
Each tender offer is also subject to the satisfaction or waiver of
certain other conditions as set forth in the Offer to Purchase and
Consent Solicitation Statement in respect of the tender offers.

As soon as reasonably practicable following the Acquisition, each
of WMG Acquisition and WMG Holdings currently intends, but is not
obligated, to call for redemption all of its respective Notes that
remain outstanding following the Acquisition in accordance with
the provisions of the applicable indenture, and at that time to
satisfy and discharge such indenture in accordance with its terms.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities with respect to the Notes.  The tender offers are only
being made pursuant to the terms of the Offer to Purchase and
Consent Solicitation Statement and the related Consent and Letter
of Transmittal.

WMG Acquisition and WMG Holdings have engaged Credit Suisse
Securities (USA) LLC and UBS Securities LLC as Dealer Managers for
the tender offers and as Solicitation Agents for the consent
solicitations.  Questions and requests for assistance regarding
the tender offers and consent solicitations should be directed to
Credit Suisse Securities (USA) LLC at (212) 325-5912 (collect) or
(800) 820-1653 (toll free) or UBS Securities LLC at (203) 719-4210
(collect) or (888) 719-4210 (toll free).  Requests for copies of
the Offer to Purchase and Consent Solicitation Statement or other
tender offer materials may be directed to D.F. King & Co., Inc.,
the Information Agent, at (800) 714-3312 (toll free) or (212) 269-
5550 (collect), or D.F. King (Europe) Limited, at +44 20 7920 9700
(main) or via wmg@dfking.com.

None of WMG Acquisition, WMG Holdings, the Dealer Managers and
Solicitation Agents, the Information Agent and Depositary or any
other person makes any recommendation as to whether holders of
Notes should tender their Notes or provide the related Consents,
and no one has been authorized to make such a recommendation.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WASHINGTON MUTUAL: Investors Denied Access to Insider Trading Docs
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Wednesday denied Washington Mutual Inc.
shareholders access to more information in their insider trading
probe of four hedge funds related to a settlement at the center of
the financial giant's reorganization plan.

Last week, Law360 recalls, the official committee of equity
security holders took depositions from principals at the four
hedge funds -- Owl Creek Asset Management LP, Appaloosa Management
LP, Centerbridge Partners LP and Aurelius Capital Management LP -
and argued that those depositions highlighted a need to compel
more documents.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WEST VIEW APARTMENTS: Court Dismisses Chapter 11 Case for 180 Days
------------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, on June 28, 2011, dismissed the Chapter 11
case of WestView Apartments, Inc., for 180 days to allow
modifications transactions of its loan to Sovereign Bank to
proceed.

Sovereign Bank, as successor-in-interest to Wells Fargo Bank,
entered into several discussions with the Debtor regarding the
loan modification to facilitate the earliest exit of the Debtor
from Chapter 11 through confirmation, dismissal or otherwise.
Those discussions, Sovereign said, culminated in a non-binding
letter of intent with the Debtor.

Among the most relevant modification to the Loan as provided for
under the LOI is the payment of 0.50% of aggregate balance, or
approximately $55,145, as modification fee, and a $20,000 deposit
retained by Sovereign as liquidated damages for due diligence
expenses if the proposed loan modification and consolidation does
not close.  The $55,145 sum will be refunded to the Debtor in the
event modifications are not complete.

Sovereign said it is the intention of the parties that
simultaneously with the closing agreement set forth in the LOI,
the Debtor will dismiss the bankruptcy case with a 180-day
prejudice period.

Judge Cristol held that to the extent that fees are due and owing
to the Office of the U.S. Trustee, the payment of those fees and
expenses will be paid within 10 days of the date of the dismissal
order.

Sovereign Bank is represented by:

   James H. Fierberg, Esq.
   Akerman Senterfit
   One S.E. Third Avenue, 25th Floor
   Miami, FL 33131-1714
   Phone: (305) 374-5600
   Fax: (305) 374-5095
   E-mail: james.fierberg@akerman.com

                          About West View

Hialeah, Florida-based West View Apartments, Inc., filed for
Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D.
Fla. Case No. 10-21892).  Juan C. Zorrilla, Esq., who has an
office in Miami, Florida, assists the Debtor in its restructuring
effort.  The Company disclosed $20,522,427 in total assets and
$12,329,059 in total liabilities as of the Petition Date.


WHITE FARMS: Labor Suit Should Go Back to Dist. Court, Judge Says
-----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney recommended to the United
States District Court for the District of Nebraska that it
withdraw the reference of the labor department's suit against
White Farms Trucking Inc. and other parties for all further
proceedings up to and including entry of judgment.

The suit, Hilda L. Solis, Secretary of Labor, United States
Department of Labor, v. White Farms Trucking, Inc.; Triple C
Transport, L.L.C.; Craig White, individually; and Vonnie White,
individually, 11-4049 (Bankr. D. Neb.), was originally filed in
District Court in July 2010 under the Fair Labor Standards Act of
1938 to enforce statutory minimum wage requirements and to recover
roughly $39,000 in unpaid minimum wages owed to the defendants'
employees, in addition to liquidated damages.  The lawsuit was
referred to the Bankruptcy Court after White Farms filed sought
Chapter 11 protection.  The Secretary of Labor and Triple C
Transport agree that the matter should be returned in its entirety
to the United States District Court.  For economic reasons, the
debtor would prefer to see the case proceed in district court
without it.

A copy of Judge Mahoney's June 28, 2011 Report and Recommendation
is available at http://is.gd/RHW6Kifrom Leagle.com.

White Farms Trucking, Inc., in Doniphan, Nebraska, filed for
Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-43797) on
Dec. 21, 2010, listing $1 million to $10 million in assets and
debts.  Robert V. Ginn, Esq. -- rvgbknotice@huschblackwell.com --
at Husch Blackwell Sanders, serves as bankruptcy counsel.


WHITTON CORP: To Appoint Grubb & Ellis as Leasing Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has approved
Whitton Corporation application to employ and retain Grubb & Ellis
Las Vegas as leasing agent, effective June 8, 2011.

As reported in the Troubled Company Reporter on June 16, 2011,
Grubb & Ellis, will among other things:

   (a) Listing the Properties in the appropriate databases to
       attract tenants;
   (b) Using commercially  reasonable efforts to obtain tenants
       and assisting Debtor's professionals in  negotiating lease
       agreements with respect to the Properties;

   (c) Coordinating due diligence

Specifically, Grubb & Ellis' current and customary rates to be
charged for services rendered as Debtors' Leasing Agent in these
Chapter 11 Cases are as follows:

               GROSS LEASE             NET LEASE
               -----------             ---------
6% of the rent for the first        6% of the rent for the first
12 months;                          12 months;

6% of the rent for the second       6% of the rent for the second
12 months;                          12 months;

6% of the rent for the third        6% of the rent for the third
12 months;                          12 months;

6% of the rent for the fourth      6% of the rent for the fourth
12 months;                         12 months;

6% of the rent for the fifth       6% of the rent for the fifth
12 months                          12 months;

3% of the rent for the next        3% of the rent for the next
60 months;                         next 60 months;

2% of the rent for the balance      2% of the rent for the balance
of the term                         of the term.

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on Dec.
5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and Anne M.
Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas, Nev., serve
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WINN-DIXIE: 11th Circuit Affirms Denial of Motion to Amend Claims
-----------------------------------------------------------------
Chapter11Cases.com reports that the Eleventh Circuit Court of
Appeals affirmed a district court decision (which had, in turn,
affirmed a bankruptcy court decision) sustaining the debtors'
(Winn-Dixie Stores, Inc. et al.) objections to the appellants'
(IRT Partners, L.P. and Equity One, Inc.) attempt to amend their
claims post-confirmation of the debtors' plan of reorganization.

The claims arose in connection with Winn-Dixie's rejection of
leases with the appellants during its chapter 11 cases.

Chapter11Cases.com notes that the appellants filed proofs of claim
for rejection damages, which the debtors subsequently successfully
sought to have reduced (without objection, appearance, or appeal
by appellants).  According to Chapter11Cases.com , IRT Partners,
L.P.'s original claim was for $20,364.24 and was reduced to
$11,636.71; Equity One, Inc.'s original claim was for $87,498.59
and was reduced to $16,913.96.

On November 9, 2006, the bankruptcy court entered an order
confirming Winn-Dixie's plan of reorganization, Chapter11Cases.com
says.

Neither appellant objected to the plan of reorganization.

The report discloses that the plan provided for unsecured claims
(including the claims of the appellants) to be paid by the
distribution of new Winn-Dixie common stock, and Winn-Dixie made
distributions to the appellants on December 22, 2006, and
January 9, 2007.

On January 5, 2007, each appellant filed an amended proof of claim
which included the reduced original claim amount and also sought
additional claims for rejection damages, Chapter11Cases.com says.

The new claim amounts for IRT Partners, L.P. and Equity One, Inc.
were $185,244.67 and $878,478.41, respectively.

Chapter11Cases.com relates that Winn-Dixie objected to the
attempted amendments and the bankruptcy court sustained the
objection on the basis that the doctrine of res judicata barred
the amended claims.

Chapter11Cases.com discloses that the district court affirmed the
bankruptcy court's decision and agreed that the legal issue on
appeal was the res judicata effect of Winn-Dixie's confirmed
reorganization plan.

The appellants argued that "this framing of the issue was a
mistake of law, and that the correct legal question was under what
conditions amendments to claims should be allowed under In re
International Horizons, Inc., 751 F.2d 1213 (11th Cir. 1985),"
Chapter11Cases.com notes.

The Eleventh Circuit agreed with both the bankruptcy court and the
district court.

It held: "The question in this case is not when a claim may be
amended in the general case - for which International Horizons
provides a test - but rather whether a confirmed reorganization
plan precludes subsequent efforts to amend prior claims - an issue
not addressed by International Horizons because it did not involve
an attempt to amend a claim post-confirmation."

The court further stated that "post-confirmation amendment - while
not prohibited - is not favored, and only the most compelling
circumstances justify it." The court found no compelling
circumstances justifying the amendments in the facts of this case,
Chapter11Cases.com adds.

                     About Winn-Dixie

Winn-Dixie Stores, Inc. (NASDAQ: WINN) --
http://www.winndixie.com/-- is one of the nation's largest food
retailers.  Founded in 1925, the Company is headquartered in
Jacksonville, Fla.  The Company retail grocery locations,
including in-store pharmacies, in Florida, Alabama, Louisiana,
Georgia and Mississippi.

On Feb. 21, 2005, Winn-Dixie Stores and 23 then-existing direct
and indirect wholly owned subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to
Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).  Two of the
then-existing wholly owned subsidiaries of Winn-Dixie Stores, Inc.
did not file petitions under Chapter 11.

When the Debtors filed for protection from their creditors, they
disclosed $2,235,557,000 in total assets and $1,870,785,000 in
total debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's
Joint Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged
from bankruptcy on Nov. 21, 2006.

Reorganized Winn-Dixie is represented by Stephen D. Busey, Esq.,
at Smith Hulsey & Busey in Jacksonville.


WJO INC: Seeks to Use $540,000 SWIF Funds to Continue Operations
----------------------------------------------------------------
WJO, Inc., seeks permission from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to use cash collateral,
specifically a portion of the approximately $540,000 that is being
held in escrow -- the "SWIF Funds."

Tristate Capital Bank holds a lien against the accounts, chattel
paper, documents, instruments, inventory, general intangibles,
equipment, fixtures, deposit accounts, goods, letter of credit
rights, supporting obligations, investment property, and
commercial tort claims of the Debtor in the amount of $4,000,000.

The Debtor proposes to provide adequate protection in the form of
a replacement lien to the extent Tristate has liens prepetition,
which are not subject to challenge and in the same extent,
priority and validity as existed prepetition.

The continued use of cash collateral, according to Thomas D.
Bielli, Esq., at Ciardi Ciardi & Astin, in Philadelphia,
Pennsylvania, will allow the Debtor to continue operating and
continue with its reorganization by proposing a plan to
restructure the existing debt to satisfy the creditors.  In the
meantime, the Debtor believes the interest of Tristate is
adequately protected because Debtor's Cash Collateral Budget
proposes to pay Tristate each month, when due, from its
operations, Mr. Bielli says.

                        Tristate Objects

Tristate objects to the proposed use of the SWIF Funds, as those
funds constitute its collateral and it is not adequately protected
through the expenditures as proposed by the Debtor.

Tristate asks the Court to let the Debtor demonstrate that the
proposed expenditures are reasonable, necessary and will benefit
the estate.  Tristate says that, contrary to the statement of the
Debtor, as of June 14, the Debtor had failed to make its monthly
payments to Tristate for the month of June.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


* White House Appeals Bankruptcy Judge's DOMA Ruling
----------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the Obama
administration on Monday appealed a California bankruptcy court's
ruling that found the federal ban on gay marriage
unconstitutional, even though the president and attorney general
hold the same view as the court.

According to Law360, the U.S. Department of Justice requested
permission to appeal an order that allowed a married same-sex
couple to file a joint bankruptcy petition. The U.S. trustee has
moved to dismiss the bankruptcy case, arguing that the couple was
ineligible to file a joint petition under the Defense of Marriage
Act.


* U.S. is in Balance Sheet Recession, Economist John Taylor Says
----------------------------------------------------------------
Chapter11Cases.com reports that top economist John Taylor says his
"biggest worry" is that the U.S. economy will be anemic for years
and unemployment remain high.

The report relates that Mr. Taylor does not, however, advocate any
additional stimulus from the government or the Federal Reserve.


* BOOK REVIEW: Big Business Too Big?
------------------------------------
Author: Morris L. Ernst.
Publisher: Beard Books
(reprint of 1940 book published by Morris L. Ernst)
314 pages
List Price: $34.95 trade paper

The author Ernst had an acquaintance with the noted Supreme Court
Judge Louis D. Brandeis to have many talks with him on political
topics when both were lawyers in the Northeast.  Ernst's own views
on the bigness of organizations were shaped by Brandies.  Bigness
-i. e., cautions against it because of dangers inherent in it--was
a central political and juridical concern of Brandeis.  In an
article titled "The Curse of Bigness" from the early 1900s not
long before he was named to the Supreme Court by President Woodrow
Wilson, Brandeis wrote the cautionary words, "[B]oth the financial
concentration and the combinations which they have served were, in
the main, against the public interest . . . Size . . . is not a
crime . . but may become noxious by reason of the means through
which it was attained and the uses to which it was put."  Brandeis
ends the passage with a contrast between natural growth leading to
bigger size and "combination" (mergers, etc.) to increase size
with the aim of concentrating power and monopolizing a field.

Ernst took his topic from Brandeis.  And his perspective is
roughly the same.  While having the breadth and consistency
practically of a worldview, the outlook nonetheless has subtlety
and realism in recognizing that not all large-sized, dominating
organizations are against the public interest.  There are
practical and economic reasons for large-sized organizations.
Utilities and transportation systems must of necessity be large,
extensive, and permanent to provide their services for the public
efficiently, economically (which means lower costs for users), and
dependably. The Federal government too and governments of more
populous states are necessarily large.  As a counterbalance to
this however, Ernst, like Brandeis, supports strong, vibrant, and
meaningful civil rights.  In most cases, bigness is undesirable
and in some cases (e. g., the Communist government of Russia)
positively threatening not only because of its effects on an
economic system, but also direct effects on the lives of
individuals.

Ernst introduces his topic in theoretical terms.  He will seek
answers to questions such as "How soon do responsible division
chiefs start to avoid responsibility and by delay or other devices
start to 'pass the buck'?"; "Can a farm be run from a control
office giving instructions to be carried out hundreds of miles
away at a different climate and at a different plane above sea
level?"; "Do telephone wires from the vice presidents in New York
replace the contribution of personal contact?" These same
questions are again being raised today.

While beginning on a theoretical note, Ernst quickly moves to his
own experiences and examples from the daily media which would have
been familiar to readers of the day (1940 when the book was
originally published).  Parts of chapters are like anecdotes.
Most of the content is from Ernst's wide-ranging work as a lawyer,
involvement with other professionals, and contacts with all kinds
of persons, businesses, and government agencies.

The book is not a dry political, economic study.  Chapter titles
reflect the relatively informal, yet wide-ranging, germane, and
engaging content.  Lords and Laborers is the chapter title for the
steel industry; Nickels and Dimes, for banking; Supercolossal, for
the movie industry; The Staff of Life, the retail sector, and so
on.

Ernst's topics on the negative side of oversized, dominating
organizations and his balanced perspective too are timeless.
Although the landscape of American business has changed from when
the book first appeared, it is relevant in this day when the
phrase "too big too fail" has become a central economic and social
issue.

Morris Leopold Ernst (1888-1976) was a principle at the top New
York City law firm Greenbaum, Wolff, and Ernst.  During his career
in law, he also held several posts in government.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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