TCR_Public/110722.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 22, 2011, Vol. 15, No. 201

                            Headlines

A-1 MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
A-NGAE1 LLC: Taps Kaempfer Crowell as Bankruptcy Counsel
ACORN ELSTON: Gets Nod to Hire D.E. Shaw as Real Estate Adviser
AMERICAS ENERGY: Incurs $1.27 Million Net Loss in Fiscal 2011
ARCHBROOK LAGUNA: Draws No Objection to Auction Procedures

ART COLLECTION: U.S. Trustee Objects to Disclosure Statement
AT HOME: Trustee Sues AT&T, Verizon Over Patent Infringement
AVANTAIR INC: Stephen Wagman Appointed EVP Finance & Operations
BATAA/KEIRLAND: Can Use Cash Collateral Through Aug. 31
BATAA/KEIRLAND: Wants to Enter into Lease Pact with Allied Energy

BERNARD L MADOFF: Trustee Drops Non-Bankruptcy Claims Against UBS
BIG WHALE: Access to Lenders' Cash Collateral Extended to Sept. 7
BIG WHALE: U.S. Trustee Objects to Disclosure Statement
BIOLASE TECHNOLOGY: Files Form S-3; Registers 2.3MM Common Shares
BIONOL CLEARFIELD: Files for Chapter 7 Liquidation

BLOCKBUSTER INC: DISH-Owned Blockbuster to Keep 1,000 Stores Open
BMB MUNAI: May File for Ch. 11 If Sale of Emir Oil Doesn't Close
BORDERS INC: Books-A-Million Has Offer to Keep 30 Stores Open
BPP TEXAS: Gets Court Nod to Sell Austin Hotel for $3.42 Million
CAMEO APARTMENTS: Case Summary & 9 Largest Unsecured Creditors

CARIBBEAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
CHINA INTELLIGENT: Shares Delisted from NYSE Amex
CINEVISION INTERNATIONAL: Case Summary & Creditors List
COLONIAL BANCGROUP: Trust Can Hire Hedge Funds' Lawyers to Sue
CYBEX INTERNATIONAL: Incurs $555,000 Net Loss in June 26 Quarter

CYTOMEDIX INC: Raises $1.2MM from Two Convertible Note Financings
DAVE & BUSTER'S: Moody's Says Ratings Unaffected by IPO Filing
DCA LLC: Case Summary & 20 Largest Unsecured Creditors
DOLLAR GENERAL: Moody's Upgrades Corp. Family Rating to 'Ba2'
DOMINION VENTURES: Voluntary Chapter 11 Case Summary

EMISPHERE TECHNOLOGIES: Board OKs Salary Increase for Executives
ENRON CORP: Judge Approves Creditors' Deal With Lay Widow
EOS PREFERRED: Might Fail to Qualify as REIT
FAIRFIELD SENTRY: Suits Halted During Customers' Appeal
FIELDSTONE VILLAGE: Case Summary & 3 Largest Unsecured Creditors

FOREST PACKING: Equity to Reopen Company Under New Management
FORUM HEALTH: Judge Woods Confirms Plan of Liquidation
FORUM HEALTH: Firm Testifies Before Court Over Donation Issue
FPB BANCORP: Won't Recover Anything from Stock of Closed Bank
GNP RLY: James H.M. Savage Named as Substitute Bankruptcy Counsel

GRAHAM PACKAGING: Amends Merger Agreement with Reynolds
GRAHAM PACKAGING: Amends Tender Offers and Consent Solicitations
GREYSTONE PHARMA: Butler Snow Approved as Ch. 11 Trustee's Counsel
HARRY & DAVID: Accuses PBGC of Threatening Plan Success
HERTZ CORP: Fitch Maintains RWN Following Donlen Buyout

HOMELAND SECURITY: Inks Pact to Sell SEC to Perma-Fix for $24MM
HUBBARD PROPERTIES: Court Approves Van Middlesworth as Accountant
HUBBARD PROPERTIES: Claims Strategies OK'd as Claim Consultant
HUBBARD PROPERTIES: Bacon & Bacon OK'd for Landlord/Tenant Matters
HUBBARD PROPERTIES: Buzbee Firm OK'd to Handle BP Oil Spill Claim

HUBBARD PROPERTIES: Wants Plan Hearing Moved to Allow Mediation
ILLINOIS HEALTH: S&P Affirms 'BB/B' Rating on Three Bond Issues
IND'L SUBORDINATED: Fitch Assigns Expected 'BB-' Rating to Notes
J. ROGER EATHERTON: Neb. App. Ct. Affirms Ruling in Bank Suit
JACKSON GREEN: Terrence J. Byrne Approved as Bankruptcy Counsel

JACKSON GREEN: Objects to Motion to Dismiss Chapter 11 Case
JACKSON HEWITT: Needs Speedy Exit From Bankruptcy
KENTUCKIANA MEDICAL: Opens Emergency Rooms to Boost Revenue
KH FUNDING: Employs Stegman & Company as Accountants
KUAKINI HEALTH: S&P Lowers Rating on Revenue Bonds to 'BB+'

KURRANT MOBILE: Delays Filing of Quarterly Report on Form 10-Q
LA PALOMA: Moody's Rates 1st Lien Secured Debt Facilities at B2
LEHR CONSTRUCTION: Trustee Taps Marotta Gund as Financial Advisor
LEHR CONSTRUCTION: Ch. 11 Trustee Taps Davis Graber as Accountant
LEHR CONSTRUCTION: Lease Decision Period Extended to Sept. 19

LESARRA ATTACHED: Asks Court to Convert Case to Chapter 11
LEVEL 3: Sees Growth in Core Network Service Revenue for Q2 2011
LEVEL 3: Subsidiary to Offer Add'l $600MM of 8.125% Senior Notes
LIONCREST TOWERS: Access to GACC Cash Collateral Expires Tomorrow
LOS ANGELES DODGERS: MLB, Dodgers Fight Over $150M Ch. 11 Funding

LOS ANGELES DODGERS: Judge to Rule on DIP Loan Thursday
LV KAPOLEI: CPB Asks for Lift Stay to Foreclose on Property
LV KAPOLEI: KBP Seeks To Lift Stay to Recover $25 Million
MEDIA GENERAL: Moody's Changes Rating Outlook to Negative
MERCANTILE BANCORP: Gets Exchange Listing Extension From NYSE

MICROBILT CORP: Chex Systems Fails to Block Kwall Employment
MONEYGRAM INT'L: To Vote on Executive Compensation Every 3 Years
MP-TECH AMERICA: Wants to Employ H&J Associates as Accountants
NALCO COMPANY: Moody's Reviews Ratings for Upgrade
NANA DEVELOPMENT: Moody's Affirms 'B2' CFR After Revised Deal

NEBRASKA BOOK: Taps Kirkland Ellis to Handle Reorganization Case
NEBRASKA BOOK: Meeting of Creditors Scheduled for Aug. 9
NEBRASKA BOOK: Taps AlixPartners LLP as Restructuring Advisors
NEBRASKA BOOK: U.S. Trustee Appoints 4-Member Creditors Committee
NEBRASKA BOOK: Seeks to Hire Rothschild as Investment Banker

NEBRASKA BOOK: Creditors Committee Objects to DIP Motion
NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global
NET TALK.COM: OKs Issuance of 2.4-Mil. Shares Under Option Plan
NEW STREAM: Enters into $300,000 Insurance Premium Pact with PHL
NEW YORK MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors

NEXTWAVE WIRELESS: Fails to Pay Maturing First-Lien Notes
NORTH GENERAL: Court Names Jones as Trustee, Discharges Epiq
NORTHCORE TECHNOLOGIES: Identifies IP High Growth Opportunities
NORTEL NETWORKS: Court Authorizes J. Esher as Mediator
OFFSHORE WARRIORS: Meeting of Creditors Scheduled for Sept. 8

OMEGA NAVIGATION: Seeks to Retain Bracewell & Giuliani as Counsel
ONCURE HOLDINGS: Moody's Says 'B3' CFR Unaffected by ICON Notice
ONE RENAISSANCE: Has Continued Access to Cash Collateral in July
PACIFIC GOLD: Posts $219,300 Net Loss in March 31 Quarter
PACIFIC METRO: Calif. Court Approves Bankruptcy Exit Plan

PANOCHE VALLEY: Meeting of Creditors Scheduled for Aug. 15
PETROLEUM & FRANCHISE: Seeks to Expand Day Pitney Employment
PLATINUM PROPERTIES: Has Until Nov. 21 to Decide on Leases
QUINCY MEDICAL: Can Hire Bello Black for Labor Employment Matters
QUINCY MEDICAL: Has Until July 29 to File Schedules and Statements

QUINCY MEDICAL: Can Hire Navigant Capital as Financial Advisor
QUINCY MEDICAL: Mintz Levin OK'd to Handle Non-Bankruptcy Matters
QUINCY MEDICAL: U.S. Trustee Appoints 5-Member Creditors' Panel
QUINCY MEDICAL: Auction on Assets Scheduled for Aug. 8
RADIANT LOGISTICS: Case Summary & 20 Largest Unsecured Creditors

RCC NORTH: Court Lifts Stay for U.S. Bank to Exercise Remedies
ROTECH HEALTHCARE: Robeco Investment Discloses 7.15% Equity Stake
ROTECH HEALTHCARE: Completes $283.5MM Senior Notes Exchange Offer
RVTC LP: Files Schedules of Assets & Liabilities
SAINT VINCENTS: DIP Loan Pact Maturity Date Extended by Year End

SANUWAVE HEALTH: Terminates HLB Gross as Accountants
SBARRO INC: Wants to Complete Process for Plan Sponsor Search
SBARRO INC: Hearing on Extension in Lease Decision Set for July 26
SEARCHMEDIA: Gets Notice of Noncompliance From NYSE Amex
SSS LLC: Case Summary & 2 Largest Unsecured Creditors

ST. JAMES: Moody's Upgrades Rating on Class E Notes to 'B1'
TALON THERAPEUTICS: Board Approves Amendment to 2006 Stock Plan
TASANN TING: Wants to Access Cathay Bank Cash Collateral
TASANN TING: Unsecureds to Get Installments; 15% to 30% Recovery
TELECONNECT INC: Supports Law Against Selling Alcohol to Minors

TOTAL GROUP: Case Summary & 3 Largest Unsecured Creditors
TR SHADOW: Files Schedules of Assets & Liabilities
TRAILER BRIDGE: Amends Revolving Credit Facility with Wells Fargo
VALLECITO GAS: N.D. Tex. Ct. Rules on Mineral Lease Dispute
WASHINGTON MUTUAL: Plan Confirmation Trial Continues

WEGENER CORP: Incurs $502,995 Net Loss in June 3 Quarter
WEST END: Investors Fear for Funds While Bankruptcy Churns On
WHITE FARMS: Labor Dept's Suit Will Be Heard in District Court
WISER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
XODTEC LTD: Posts $427,800 Net Loss in May 31 Quarter

XODTEC LED: Incurs $427,810 Net Loss in May 31 Quarter

* Lehman Represents Virtually All Claim Trading in June
* State Law Ruling on Claim Approved in Bankruptcy Court
* Treasury Provides Banks With Funds to Encourage Lending
* Canadian Bankruptcies Fall in May 2011

* Marks Paneth & Shron LLP Names Forensic Accounting Specialist

* BOOK REVIEW: Corporate Debt Capacity


                            *********


A-1 MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A-1 Management Corp.
        P.O. Box 190924
        Miami, FL 33119

Bankruptcy Case No.: 11-30042

Chapter 11 Petition Date: July 19, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: James B. Miller, Esq.
                  JAMES B. MILLER, PA
                  19 W. Flagler Street, #416
                  Miami, FL 33130
                  Tel: (305) 374-0200
                  Fax: (305) 374-0250
                  E-mail: bkcmiami@gmail.com

Scheduled Assets: $7,300,168

Scheduled Debts: $7,374,238

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-30042.pdf

The petition was signed by Luis Dominguez, executive president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cameo Apartments, Ltd.                11-30046            07/19/11


A-NGAE1 LLC: Taps Kaempfer Crowell as Bankruptcy Counsel
--------------------------------------------------------
A-NGAE1, LLC, asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Kaempfer Crowell Renshaw Gronauer
& Fiorentino to represent the Debtor in the bankruptcy
proceedings.

The Debtor entered into an engagement agreement with Kaempfer
Crowell which provides for a retainer of $10,000, which has been
paid by the Debtor's parent entity JV Properties, LLC.  The parent
is a co-proponent in the plan.  The parent has engaged White &
Case to represent its interest in the case.

Kaempfer Crowell's professionals and paraprofessionals hourly
rates range from $125 to $450.  These attorneys are assigned in
the case and their hourly rates are:

         Peter C. Bernhard                    $450
         Georganne W. Bradley                 $400
         Lauren A. Pena                       $265

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

Kaempfer Crowell disclosed that it has served as counsel to the
parent and other members of the Focus group of companies in the
past.  Mark Fiorentino, a shareholder of Kaempfer Cromwell, serves
as senior vice president of government affairs for Focus Property
Group.  Mr. Fiorentino, owns a nominal interest in Focus Property
Group, a majority ower of the parent.  Mr. Fiorentino has not and
will not be performing services for the Debtor in connection with
his employment as an attorney at Kaempfer Crowell.

                        About A-NGAE1, LLC

Las Vegas, Nevada-based A-NGAE1, LLC, a Nevada limited liability
company, filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-18719) on May 12, 2010.  Georganne W. Bradley,
Esq., at Kaempfer Crowell Renshaw Gronauer & Fiorentino, in Las
Vegas, Nev., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed assets of $14,621,820 and
liabilities of $9,900,000 as of the Petition Date.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051), et
al., filed separate Chapter 11 petitions.

No request was made for the appointment of a trustee or examiner,
and no official committees were appointed.

On Feb. 17, 2011, Debtor A-NGAE1, LLC, and its parent, N.G.A.#2,
LLC, filed the disclosure statement for the Debtor's Plan of
Reorganization dated July 27, 2009, and the Amended Plan of
Reorganization dated Feb. 17, 2011.  On May 18, 2011, the
Bankruptcy Court approved the disclosure statement and confirmed
the Amended Plan.  The New Operating Agreement is approved and
will govern the affairs of the Debtor on and after the Effective
Date without further of the Bankruptcy Court.


ACORN ELSTON: Gets Nod to Hire D.E. Shaw as Real Estate Adviser
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Acorn Elston LLC to employ D.E. Shaw Real Estate
Adviser LLC as its financial advisor, nunc pro tunc to Oct. 18,
2010.

John B. Coleman, in his individual capacity, will reimburse D.E.
Shaw for any expenses incurred related to services rendered by the
firm.

As reported in the March 14, 2011 issue of the Troubled Company
Reporter, D.E. Shaw will provide these services to the Debtor:

   a) General Financial Advisory Services: the firm will, to the
      extent it deems necessary, appropriate and feasible:

      i) familiarize itself with the Debtor's business,
         operations, properties, financial condition and
         prospects of the Debtor; and

     ii) if the Debtor determines to undertake anyone or more
         restructurings or financings, advise and assist the
         Debtor in the financial structuring of the a
         transaction, subject to the terms and conditions of the
         engagement letter.

   b) Restructuring Services: In connection with assisting the
      Debtor to restructure the Debtor's existing loan with the
      lender, the firm will, to the extent it deems necessary,
      appropriate and feasible:

      i) negotiate a reduced payoff amount for the Loan and/
         negotiate an extension or other modification of the
         Loan, including without limitation:

         1) draft term sheets and written communications between
            the Debtor and the Lender in connection with the
            Restructuring;

         2) perform financial analysis in connection with the
            Restructuring;

         3) lead all negotiations on the Debtor's behalf in
            connection with the Restructuring; and

         4) review and evaluating any loan modification
            documents,  reduced payoff offers, and other
            restructuring proposals and agreements from the
            Lender.

   c) Financing Services: In connection with assisting the Debtor
      to raise debt and equity proceeds for the purchase or
      repayment of the Loan.  The firm, to the extent it deems
      necessary, appropriate and feasible and as requested by the
      Debtor:

      i) Provide financial advice to the Debtor in structuring
         and effecting a Financing, identify potential sources of
         debt and equity proceeds and, at the Debtor's request,
         contact and meet with such Investors; and

     ii) Assist the Debtor and participate in negotiations with
         potential Investors.

                    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, D.E.
Shaw Real Estate Adviser LLC as its financial advisor, and
Weitzman Group, Inc., as its appraiser.

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.


AMERICAS ENERGY: Incurs $1.27 Million Net Loss in Fiscal 2011
-------------------------------------------------------------
Americas Energy Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $1.27 million on $6.83 million of total revenues for
the fiscal year ended March 31, 2011, compared with a net loss of
$9.72 million on $3.57 million of total revenues for the period
from July 13, 2009, through March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$25.49 million in total assets, $11.65 million in total
liabilities, and $13.84 million total stockholders' equity.

Weaver & Martin, LLC, in Kansas City, Mo., expressed substantial
doubt about Americas Energy's ability to continue as a going
concern for the second year in a row.  Weaver & Martin said the
Company has suffered recurring losses and had negative cash flows
from operations that raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/5cXKsE

                       About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo currently
operates surface mines in southeastern Kentucky.  In March 2010,
the Company acquired Evans Coal Corp. for $7,000,000 in cash, a
$25,000,000 promissory note and a 2% overriding royalty on all
coal sales generated from the properties acquired from Evans.
Evans owns or controls by lease mineral rights and currently
operates by use of contractors, two surface mines in Bell County
and one in Knox County, Kentucky.  In addition, the Company has
rights to oil properties located in Cumberland County, Kentucky
that are intended for future development.


ARCHBROOK LAGUNA: Draws No Objection to Auction Procedures
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ArchBrook Laguna Holdings LLC asked the bankruptcy
judge to schedule an auction on Aug. 8.  There were no objections
to the proposed sale procedures.  A hearing on the sale procedures
was scheduled for July 19.  ArchBrook had no buyer lined up when
it filed for Chapter 11 bankruptcy on July 8.

                      About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt
totaling $176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

The Company is being advised by Macquarie Capital (USA) Inc. with
respect to the sale process and by Hawkwood Consulting LLC, whose
founder Stephen J. Gawrylewski is Chief Restructuring Officer of
the Company.  Macquarie Capital (USA) Inc. is the financial
advisor.  PricewaterhouseCoopers LLP is a consultant.


ART COLLECTION: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, asks the U.S.
Bankruptcy Court for the Western District of Texas not to approve
Art Collection, Inc.'s disclosure statement because it does not
contain "adequate information" as required by Section 1125(a)(1)
of the Bankruptcy Code.

The U.S. Trustee points out that the disclosure statement
explaining Art Collection's proposed Chapter 11 plan provides that
"since the filing of the bankruptcy" the Debtor received a written
offer to purchase approximately 10 acres of the Debtor's sole
asset.  In fact, the contract, which is attached to the Disclosure
Statement, was executed by the Debtor on Jan. 31, 2011, before the
Chapter 11 case was filed, the U.S. Trustee points out.

Paragraph 3 of the contract establishes a June 21, 2011 closing
date, the U.S. Trustee notes.  She asserts that the Disclosure
Statement should reveal whether the date has been extended by
agreement of the parties.

In addition, the U.S. Trustee contends that the Disclosure
Statement should also reveal whether the title commitment and
survey were delivered to the purchaser, whether the purchaser has
approved or disapproved any items in the commitment and survey,
and whether the purchaser has done the acts described in paragraph
7 of the contract.

"In short, the Disclosure Statement should disclose whether the
contract is still viable and what further actions, if any, are
necessary before the proposed sale can close," the U.S. Trustee
explains.

                        The Chapter 11 Plan

The Debtor previously filed a proposed Plan of Reorganization
dated May 16, 2011, and an explanatory disclosure statement.

The Debtor anticipates the sale of approximately 10 acres of its
257 acres of raw land in Austin, Texas, to Air Products and
Chemicals, Inc., for approximately $1,089,000 to pay creditors.
The Debtor will surrender the remaining property after the sale to
Dynamic Finance Corporation.  Pursuant to its terms, the sale will
close after confirmation but before the Effective Date.

A copy of the Disclosure Statement is available at:

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

                     About Art Collection, Inc.

Dallas, Texas-based Art Collection, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on
April 7, 2011.  Eric A. Liepins, Esq., at Eric A. Liepins P.C.,
serves as the Debtor's bankruptcy counsel.

In its schedules, the Company disclosed that it owns 258 acres in
Travis County, Texas, worth $17 million.  The Debtor disclosed
that California-based Dynamic Finance Corp. holds a secured claim
on the land for $15.3 million.  Total debt is $15.77 million.


AT HOME: Trustee Sues AT&T, Verizon Over Patent Infringement
------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the trustee for the
bondholders' liquidating trust of At Home Corp. sued Verizon
Communications Inc. and AT&T Inc. in New York on Tuesday over
their alleged infringement of four patents for Internet Protocol
television.

Law360 says the trustee, Richard A. Williamson of Flemming Zulack
Williamson Zauderer LLP, is tasked with recovering assets for
investors in the now-defunct At Home.

Headquartered in Redwood City, California, At Home Corporation,
dba Excite@Home, provided broadband access services.  Excite@Home
had interests in one joint venture outside of North America
delivering high-speed Internet services and three joint ventures
outside of North America operating localized versions of the
Excite portal.

The Company and its debtor-affiliates filed for chapter 11
protection (Bankr. N.D. Calif. Case Nos. 01-32495 through 01-
32525) on Sept. 28, 2001.  The Court confirmed the Debtors' Joint
Plan of Liquidation dated as of May 1, 2002, on Aug. 15, 2002.
The Plan took effect on Sept. 30, 2002.  The trusteeship was
created in 2002.


AVANTAIR INC: Stephen Wagman Appointed EVP Finance & Operations
---------------------------------------------------------------
Avantair, Inc., announced that Stephen Wagman has joined the
company as executive vice president, finance and operations.

In his new role, Wagman's responsibilities will include finance,
operations, administration, information technologies and investor
relations.  Based out of the company's Clearwater headquarters,
Wagman will report to Steven Santo, Avantair's chief executive
officer.  On or about Sept. 30, 2011, the Company intends to also
name Wagman as the chief financial officer, which will be subject
to the Avantair Board of Directors' approval.  It is expected that
simultaneously, Richard Pytak, the current CFO, will transition to
chief accounting officer.

"Steve has more than two decades of financial and operational
leadership experience across a broad range of public and private
companies, and will be a tremendous value to the Avantair senior
management team," said Santo.  "With Steve's background and
experience, he will enable Avantair to continue to enhance our
capabilities and build upon our operating metrics.  Steve's
appointment will permit me to devote more of my time and energy to
expanding Avantair's business and strategically growing our top
line.  Steve, together with the management team, will be focused
on enhancing our business and shareholder value."

Wagman's experience included his serving as CFO of Turtle Wax,
Inc., a well-established global car care products firm, and of
TOUSA, a NYSE home builder operating in Florida, Arizona, Nevada,
Texas, Colorado, Delaware and Tennessee.  Previously, Wagman
served as EVP and treasurer at MasTec, Inc., a NYSE infrastructure
services company, where he drove their strategic planning, M&A,
supply chain and treasury functions.  Prior to MasTec, he was the
CFO at Peace Software International, an application software firm
delivering CRM solutions for the global utility industry (acquired
by First Data) and was co-founder and executive officer for I.D.
Matrix, a pioneer in developing matrix bar code technologies.
Wagman has over eight years of public company executive experience
and has a proven track record for developing and maintaining
strong relationships in the financial community.

Wagman's Employment Agreement provides, among other things, that
he will receive an annual base salary of $375,000, subject to
annual review by the Board or the Company's Compensation
Committee.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/Eu0IDM

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

Avantair reported a net loss of $4.0 million on $143.0 million of
revenue for the fiscal year ended June 30, 2010, compared with a
net loss of $4.5 million on $136.8 million of revenue for the
fiscal year ended June 30, 2009.

The Company's balance sheet at March 31, 2011, showed
$113.54 million in total assets, $141.72 million in total
liabilities, $14.68 million in Series A convertible preferred
stock, and a $42.86 million total stockholders' deficit.


BATAA/KEIRLAND: Can Use Cash Collateral Through Aug. 31
-------------------------------------------------------
Judge Randolph J. Haines granted Bataa/Kierland, LLC, permission
to use cash collateral to pay for operating expenses in accordance
with a prepared budget, through and including Aug. 31, 2011, with
a 10% variance per category.

A copy of the three-month Budget ending August 2011 is available
for free at:

http://bankrupt.com/misc/BATAAKIERLAND_CashCollBudgetAug2011.pdf

The Debtor is authorized to use cash collateral to pay the leasing
commissions for $11,507, tenant improvement expenses for $8,602,
and attorneys' fees of the law firm of Berens, Kozub, Kloberdanz &
Blonstein, PLC, for $1,228.50 relating to the lease agreement
entered into between the Debtor and Allied Energy, Inc.

As adequate protection for the Debtor's use of cash collateral
postpetition, JPMCC 2007-CIBC19 East Greenway, LLC, is granted a
replacement lien any leases or rents generated by the Debtor's
Kierland Corporate Center in Scottsdale, Arizona, postpetition,
and in the cash collateral that is held in the Debtor's debtor-in-
possession operating accounts, to the same extent, and with the
same validity and priority, as existed prior to the filing of the
Debtor's bankruptcy case.

As adequate protection, the Debtor will continue to provide JPMCC
with weekly financial reports, prepared on a cash basis, detailing
income, accounts receivable and accounts payable, in addition to
month-end summaries for actual expenditures versus budgeted
expenditures.

The Debtor may also pay the real property taxes in the approximate
amount of $182,364, due for the second half of 2010.

                     About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


BATAA/KEIRLAND: Wants to Enter into Lease Pact with Allied Energy
-----------------------------------------------------------------
Bataa/Kierland, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to enter into a lease agreement with Allied
Energy, LLC.

Under the lease agreement, Allied Energy will lease approximately
2,487 square feet of space within Suite 200 of the Debtor's
Kierland Corporate Center in Scottsdale, Arizona, for 39 months
with a base minimum rental rate beginning at $20 per square foot
plus Allied Energy's pro rata share of operating costs including
common area expenses, real property taxes and insurance.

Allied Energy has required that certain improvements be made to
Suite 200 in connection with its tenancy.  The Tenant Improvements
requested by Allied Energy will cost about $5,000.

In addition, Pam Donner, Allied Energy's agent/broker in
connection with the lease, and Blake Hastings, the Debtor's
agent/broker, will earn a commission totaling $9,000 to be split
as agreed between them, payable by the Debtor.

Accordingly, the Debtor also seeks the Court's authority to use
cash collateral to pay the tenant improvement expenses and the
third party leasing commissions in relation to the Allied Energy
Lease.

                     About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


BERNARD L MADOFF: Trustee Drops Non-Bankruptcy Claims Against UBS
-----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the trustee for
Bernard L. Madoff's investment firm has dropped non-bankruptcy
claims against UBS AG in one of two suits seeking some
$2.6 billion from the Swiss bank and its affiliates, a federal
judge in New York said Tuesday.

Law360 relates that Trustee Irving H. Picard removed the common
law claims against UBS in one of the cases in a possible bid to
win its return to bankruptcy court.  Last week, U.S. District
Judge Colleen McMahon granted UBS' request to transfer the suit,
along with a related suit filed.

                      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 July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 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.


BIG WHALE: Access to Lenders' Cash Collateral Extended to Sept. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
entered, on July 12, 2011, its second interim order authorizing
The Big Whale, LLC, to use cash collateral of entities with an
interest cash collateral until Sept. 7, 2011, on the same terms as
stated in the first interim order (Docket No. 39).

A further hearing on the Debtor's continued use of cash collateral
is scheduled for Sept. 7, 2011, at 9:00 a.m.

A copy of the 2nd Interim Cash Collateral Order and Amended Budget
is available at:

     http://bankrupt.com/misc/bigwhale.2ndinterimccorder.pdf

As reported in the TCR on April 6, 2011, the Debtor asked the
Bankruptcy Court for authority to use cash collateral securing
debts to prepetition lenders American Home Mortgage Servicing,
Inc., M&I Marshall & Ilsley Bank, North Shore Bank, Securant Bank
& Trust, and Waterstone Bank.

                       About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wis. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total debts as of the Petition Date.  Jerome R.
Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


BIG WHALE: U.S. Trustee Objects to Disclosure Statement
-------------------------------------------------------
The U.S. Trustee asks the Bankruptcy Court not to approve the
disclosure statement explaining the proposed Chapter 11 plan of
The Big Whale, LLC, because it does not contain adequate
information.

Amy J. Ginsberg, Esq., representing the U.S. Trustee, notes that
Steven and Deb Linder each own 50% of The Big Whale.  Prior to
filing this case, in addition to The Big Whale, LLC, Steven and
Deb Linder also owned: (a) Carley, LLC; (b) Dexter, LLC; (c)
Maddie, LLC; (d) Shiloh, LLC, a/k/a Shiloh Holdings, LCC; (e)
Westfield Holdings, LLC; (f) Wilson Holdings, LLC; and (g) Barkow
Industries, LLC.

The Disclosure Statement explains that for the sake of expediency,
the Linder LLCs transferred their real estate to The Big Whale by
quit claim deed before filing this Chapter 11 case.  However, the
underlying notes, mortgages and trade debts were not assigned to
The Big Whale.  It appears that The Big Whale is not an obligor on
the Linder LLCs' promissory notes and trade debts.

Ms. Ginsberg points out that according to the Plan, The Big
Whale's trade creditors and the Linder LLC's creditors will
receive 20% of their allowed claims over 60 months.  Therefore, it
is critical that the Disclosure Statement provides the legal basis
for The Big Whale's plan to pay the Linder LLCs' debts.  The
Disclosure Statement also does not address whether Steve and Deb
Linder have personally guaranteed any of the debts in this case.

                          About Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wis. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total debts as of the Petition Date.  Kerkman &
Dunn serves as the Debtor's bankruptcy counsel.


BIOLASE TECHNOLOGY: Files Form S-3; Registers 2.3MM Common Shares
-----------------------------------------------------------------
Biolase Technology, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the disposition from time to time of up to 2,348,920 shares of the
Company's common stock, which are held or may be held by Anson
Investments Master Fund LP, et al.  The selling stockholders are
offering and selling up to 1,625,947 shares of the Company's
common stock currently owned by those selling stockholders as well
as up to 722,973 shares of the Company's common stock that may be
acquired by those selling stockholders upon exercise of
outstanding warrants.  The warrants are exercisable on or after
Dec. 29, 2011, at an exercise price of $6.50 per share of common
stock.  The Company is not selling any shares of common stock or
warrants in this offering and, therefore will not receive any
proceeds from this offering by the selling stockholders.  However,
the Company will receive the proceeds from the exercise of the
warrants by the selling stockholders, if any, to the extent that
the warrants are not exercised on a cashless or net basis.  The
Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "BLTI."  On July 18, 2011, the last reported sale
price of the Company's common stock on the NASDAQ Capital Market
was $3.85.  The Company's warrants are not and will not be listed
for trading on any exchange.

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

                        http://is.gd/ubNL5r

                     About BIOLASE Technology

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

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

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

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


BIONOL CLEARFIELD: Files for Chapter 7 Liquidation
--------------------------------------------------
Reuters reports that Bionol Clearfield LLC has filed for Chapter 7
liquidation in the U.S. Bankruptcy Court District of Delaware.

The Company, according to Reuters, estimated assets between
$50 million and $100 million and liabilities between $100 million
and $500 million.  The company, which produces bio-based chemicals
and fuels from renewable feedstock, listed about 100-200
creditors, Reuters reports.

Bionol also said two other affiliated entities -- BioEnergy
Holding Co and Bionol Clearfield Holdco -- filed for Chapter 7
liquidation with it, Reuters notes.

Based in Clearfield, Pennsylvania, Bionol Clearfield LLC engages
in the production of corn ethanol.  The Company will also process
switchgrass, sugarcane bagasse, wood waste and agricultural waste.


BLOCKBUSTER INC: DISH-Owned Blockbuster to Keep 1,000 Stores Open
-----------------------------------------------------------------
Blockbuster L.L.C. has assumed contracts with property owners
nationwide and will maintain operations of more than 1,500 U.S.
Blockbuster stores that would have closed under liquidation, as
approved in a New York bankruptcy court this week. Blockbuster
also will retain more than 15,000 store employees.

"We're pleased that we will continue to operate more than 90
percent of the stores that were offered at auction in April," said
Michael Kelly, president of Blockbuster.  "By lowering pricing and
offering competitive summer promotions, we've brought millions of
customers back into Blockbuster stores in the last three months to
experience the best in convenience, choice and value.  Today, more
than 100 million people live near a Blockbuster store."

"Unfortunately, despite our efforts to reach reasonable terms,
some property owners have closed stores," Kelly added.  "However,
we'll continue to look for opportunities for physical distribution
in these neighborhoods as we expand our in-store experience,
unmatched for movies and family entertainment."

Blockbuster recently rolled out an improved Blockbuster Total
Access package, which provides benefits Netflix(R) doesn't offer:
availability of many new releases 28 days before Netflix;
unlimited in-store exchanges; games for XBOX 360(R),
Playstation3(TM), and Nintendo Wii(TM), and no additional charge
for Blu-ray(TM) movies.

On April 26, substantially all of the assets of Blockbuster, Inc.,
were sold to DISH Network Corporation DISH in a bankruptcy
auction, averting any sale to liquidators.

                     About Blockbuster

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.

As a result of the asset sale and Chapter 11 cases, the Company is
not currently conducting any business operations.  The Company
expects to file a plan of liquidation with the Bankruptcy Court
and anticipates that the Bankruptcy Court will approve the
appointment of a Chapter 7 trustee to oversee liquidation of the
Company within the next several months.  Since the asset sale
proceeds are significantly less than the Company's pre-petition
liabilities, holders of secured and unsecured debt will receive
substantially less than payment in full for their claims and its
stockholders will receive no value for their shares of the
Company's common and preferred stock.


BMB MUNAI: May File for Ch. 11 If Sale of Emir Oil Doesn't Close
----------------------------------------------------------------
BMB Munai, Inc., filed on June 29, 2011, its annual report on Form
10-K for the fiscal year ended March 31, 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a
result of the pending sale of Emir Oil LLP, BMB Munai will have no
continuing operations that result in positive cash flow, which
raise substantial doubt about its ability to continue as a going
concern.

The Company did not generate any revenue during the fiscal years
ended March 31, 2011, and 2010, except from oil and gas sales
through Emir Oil.  Because of the pending sale of Emir Oil,
discussed below, the assets, liabilities and operations of Emir
Oil have been classified as discontinued operations for reporting
purposes.

The Company realized a loss from continuing operations of
$15.1 million during fiscal year 2011 compared to $10.7 million
during fiscal year 2010.  This 41% increase in loss from
continuing operations was primarily attributable to increased
general and administrative and interest expense and the foreign
exchange loss of $415,803 incurred during fiscal year 2011.

During the fiscal year ended March 31, 2011, the Company realized
income from discontinued operations of $20.0 million compared to
$19.7 million during the fiscal year ended March 31, 2010.

The Company realized net income of $4.9 million for fiscal year
2011 compared to a net income of $9.0 million for fiscal year
2010.

                       Sale of Emir Oil LLP

On Feb. 14, 2011, the Company entered into a Participation
Interest Purchase Agreement with MIE Holdings Corporation, a
company with limited liability organized under the laws of the
Cayman Islands, and its subsidiary, Palaeontol B.V., a company
organized under the laws of the Netherlands, pursuant to which the
Company agreed to sell (i) all of its interest in Emir Oil to
Palaeontol, and (ii) certain intercompany loans it made to Emir
Oil.  The initial purchase price is $170 million and is subject to
various closing adjustments and the deposit of $36 million in
escrow to be held for a period of twelve months following the
closing for indemnification purposes.

Upon consummation of the Sale, the Company will use a portion of
the proceeds to repay the Company's outstanding Senior Notes and
to pay transaction costs and expenses.

The Company's stockholders approved the Sale of June 2, 2011.  The
The parties are currently working to satisfy the other closing
conditions.

                        Bankruptcy Warning

The Company discloses in the filing that if it does not complete
the Sale, it will not have sufficient funds to retire the
restructured Senior Notes when they become due.  "In this event,
we would likely be required to consider liquidation alternatives,
including the liquidation of our business under bankruptcy
protection," the Company said.

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

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.


BORDERS INC: Books-A-Million Has Offer to Keep 30 Stores Open
-------------------------------------------------------------
Books-A-Million, Inc. has submitted a bid in the Borders, Inc.
bankruptcy proceedings to purchase, among other things, the
inventory, fixtures, equipment, and leasehold interests for 30
Borders locations.  Under the proposed bid, Books-A-Million will
assume the leases for these locations and continue to operate
these stores.

Books-A-Million is one of the nation's leading book retailers and
sells on the Internet at http://www.booksamillion.com/

The Company presently operates 231 stores in 23 states and the
District of Columbia.  The Company operates large superstores
under the names Books-A-Million and Books & Co. and traditional
bookstores operating under the names Bookland and Books-A-Million.

The common stock of Books-A-Million, Inc. is traded on the NASDAQ
Global Select Market under the symbol BAMM. For more information,
visit the Company's website at http://www.booksamillioninc.com/

                     About Borders Group

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

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

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

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

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

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

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

Borders Group is closing 399 stores after proposals from Hilco and
Gordon Brothers to liquidate the stores after no going concern
bidders submitted alternative offers for the stores.

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


BPP TEXAS: Gets Court Nod to Sell Austin Hotel for $3.42 Million
----------------------------------------------------------------
Judge Brenda T. Rhoades authorized BPP Texas, et al., to sell
their Howard Johnson branded hotel located at 2711 S. Interstate
35, in Austin, Texas, to Super Success, Inc. for $3,425,000;
provided that the closing date on the sale must occur on or before
Aug. 15, 2011.

At closing, the Debtors are permitted to pay these "closing
adjustments": (i) unpaid property tax against the Austin Hotel in
an amount not to exceed $60,000; (ii) their broker, Hunter Realty
Associates Inc., and the cooperating broker, Spectrum Commercial
Group Inc., brokerage fees of approximately $137,000; and (iii)
ordinary and customary closing costs, including to Chicago Title
Insurance Company, in an amount not to exceed $15,000.  The
Debtors may also grant the Buyer a credit for pro-rata year 2011
taxes in an amount not to exceed $35,000.

Citizens Bank of Pennsylvania, lender to the Debtors, has a
perfected lien on the Austin Hotel assets.  The Debtors will pay
to the Lender at the closing 100% of the sale proceeds less only
the Closing Adjustments, in order to satisfy the lender's claim
against the Debtors' estates.

The Debtors are also permitted to assume and assign eight
contracts to the Buyer, including a Franchise Agreement, so that
the Austin Hotel will stay a Howard Johnson branded hotel.  The
other contracts include a maintenance agreement, a services
agreement, a management consulting agreement and an intellectual
property license agreement.  The payment of the cure claims
totaling not more than $13,413 will be taken from the Debtors'
cash collateral.

                         About BPP Texas

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

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

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

Bankruptcy Judge Brenda T. Rhoades approved a disclosure statement
filed by six units of BPP LLC after the hotel operator agreed to
amend both the document and its plan to sell off its hotels.


CAMEO APARTMENTS: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cameo Apartments, Ltd.
        P.O. Box 190924
        Miami, FL 33119

Bankruptcy Case No.: 11-30046

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: James B Miller, Esq
                  JAMES B MILLER, PA
                  19 W Flagler St #416
                  Miami, FL 33130
                  Tel: (305) 374-0200
                  Fax: (305) 374-0250
                  E-mail: bkcmiami@gmail.com

Scheduled Assets: $9,000,020

Scheduled Debts: $7,964,708

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-30046.pdf

The petition was signed by Luis Dominguez, executive president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
A-1 Management Corp.                   11-30042   07/19/11


CARIBBEAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Caribbean Medical Testing Center Inc.
        P.O. Box 192071
        San Juan, PR 00919-2071

Bankruptcy Case No.: 11-06124

Chapter 11 Petition Date: July 19, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER GROUP LLC
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-06124.pdf

The petition was signed by Angel Vale, president.


CHINA INTELLIGENT: Shares Delisted from NYSE Amex
-------------------------------------------------
The NYSE Amex notified the U.S. Securities and Exchange Commission
regarding the removal from listing or registration of China
Intelligent Lighting & Electronics, Inc.'s common stock on the
Exchange.

                 About China Intelligent Lighting

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

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

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


CINEVISION INTERNATIONAL: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Cinevision International, Inc.
        424 Bamboo Lane
        Los Angeles, CA 90012

Bankruptcy Case No.: 11-40813

Chapter 11 Petition Date: July 19, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Alan W. Forsley, Esq.
                  FREDMAN KNUPFER LIEBERMAN LLP
                  1875 Century Park East, Suite 2200
                  Los Angeles, CA 90067
                  E-mail: awf@fredmanlieberman.com

Scheduled Assets: $374,500

Scheduled Debts: $5,933,520

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-40813.pdf

The petition was signed by Frank Mayor, chief executive officer.


COLONIAL BANCGROUP: Trust Can Hire Hedge Funds' Lawyers to Sue
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Branch Banking & Trust Co., a secured creditor of
Colonial BancGroup Inc., was rebuffed in trying to prevent the
creditors' trust from hiring the law firm Quinn Emanuel Urquhart
& Sullivan LLP as special litigation counsel.  The Winston-Salem,
North Carolina-based bank contended that creditors were attempting
an "end run" around rulings the bankruptcy judge made while
approving the Chapter 11 plan for Colonial in June. U.S.
Bankruptcy Judge Dwight H. Williams Jr. disagreed in an eight-page
opinion on July 15.  The bank contended that the firm represented
hedge funds throughout the case and was beholden to them.  Judge
William said there is no "actual conflict" because the firm's
representations of the hedge funds have terminated.  Going
forward, the firm will represent only the creditors' trust.
Colonial's plan was approved over objection from the Federal
Deposit Insurance Corp.

                   About The Colonial BancGroup

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

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

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

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

In June 2011, the bankruptcy judge signed a confirmation order
approving Colonial BancGroup's Chapter 11 plan over objection from
the Federal Deposit Insurance Corp.


CYBEX INTERNATIONAL: Incurs $555,000 Net Loss in June 26 Quarter
----------------------------------------------------------------
Cybex International, Inc., reported a net loss of $555,000 on
$32.56 million of net sales for the three months ended June 25,
2011, compared with a net loss of $356,000 on $27.67 million of
net sales for the three months ended June 26, 2010.  The Company
also reported a net loss of $176,000 on $63.57 million of net
sales for the six months ended June 25, 2011, compared with a net
loss of $1.11 million on $53.78 million of net sales for the six
months ended June 26, 2010.

The Company's balance sheet at June 25, 2011, showed $83.93
million in total assets, $99.00 million in total liabilities and
a $15.07 million stockholders' deficit.

CYBEX Chairman and CEO John Aglialoro stated, "Sales grew by 18%
in the quarter, continuing the trend of double-digit sales growth
for the third consecutive quarter.  Both U.S. and international
markets were strong, led by sales of our new treadmill models, the
770T and 625T, which have been favorably received by the
marketplace."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/CKK0l6

                     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.

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."


CYTOMEDIX INC: Raises $1.2MM from Two Convertible Note Financings
-----------------------------------------------------------------
Cytomedix, Inc., said it has closed two convertible note
financings with new and existing investors, raising gross proceeds
of $1.2 million at closing.

The Company placed a three year convertible note with JMJ
Financial Group Inc. totaling $1.3 million with an initial funding
of $600,000 available at closing, another $200,000 available
within 60 days of the closing date provided certain conditions are
met, and the remaining $500,000 anticipated to be available in
monthly installments beginning in February 2012.  Thereafter,
another $1.5 million may become available to the Company on
substantially the same terms, upon mutual agreement of the
parties.  The notes carry a one-time 4% interest charge payable
upon issuance and are convertible at a discount to future market
prices of the Company's common stock determined at the time of
conversion with the initial $800,000 of the funding subject to a
conversion ceiling of $0.80 per share.

The Company also placed an aggregate of $600,000 in 12% short-term
convertible notes with several accredited investors and long term
shareholders of the Company.  Quarterly cash interest payments
under these notes will commence on Sept. 30, 2011, with the notes
maturing on March 31, 2012.  The notes are convertible at a
discount to future market prices at the time of conversion and
have a conversion ceiling of $0.50 per share.

The proceeds from the foregoing transactions will be used for
general corporate and working capital purposes.

"We are pleased to complete these financings that provide us with
timely capital at a reasonable cost," commented Martin P.
Rosendale, Cytomedix CEO.  "This funding will further facilitate
our achievement of near-term milestones as we target operational
cash flow break-even over the next twelve months."

A full-text copy of the Form 8-K filing is available for free at:

                        http://is.gd/RIb7Mf

                          About Cytomedix

Gaithersburg, Md.-based Cytomedix, Inc., develops, sells, and
licenses regenerative biological therapies intended to aid the
human body in regenerating/healing itself, to primarily address
the areas of wound care and orthopedic surgery.

The Company's balance sheet at March 31, 2011, showed
$8.86 million in total assets, $7.26 million in total liabilities,
and a stockholders' deficit of $1.60 million.

"In the event the Company is unable to successfully sustain and
increase product sales and obtain additional capital, it is
unlikely that the Company will have sufficient cash flows and
liquidity to finance its business operations as currently
contemplated," the Company said in the filing.

"Accordingly, if the Company determines it will not be able to
obtain the necessary financing to address its working capital
needs for a reasonable period into the future, it may pursue
alternative paths forward for the Company.  These paths could
include, but not be limited to, sale of the Company or its assets,
merger, organized wind-down, going private/dark, fundamental shift
in its strategic plan (e.g. abandon commercialization strategy and
focus exclusively on licensing), bankruptcy, etc."

As reported in the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in Baltimore, expressed substantial doubt about Cytomedix,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses from operations and has
insufficient liquidity to fund its ongoing operations.


DAVE & BUSTER'S: Moody's Says Ratings Unaffected by IPO Filing
--------------------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for Dave & Buster's Inc. ("Dave & Buster's) will not be
affected by the company's parent company -- Dave & Buster's
Entertainment Inc. 's filing of an S-1 registration statement with
the Securities and Exchange Commission (SEC) for a potential
initial public offering (IPO). This includes the company's B3
Corporate Family and Probability of default ratings, Ba3 senior
secured bank rating, and Caa1 senior unsecured bond rating. The
outlook is stable.

Moody's views the S-1 filing favorably due in part to the
specified use of proceeds being designated for debt reduction. In
the event the IPO and use of proceeds are successfully executed as
proposed and operating performance continues to perform as
expected there could be positive ratings improvement. Please see
an issuer comment on moodys.com for more detail.

The principal methodology used in rating Dave & Buster's was
Moody's Global Restaurant Industry rating methodology, published
in June 2011 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading
operator of large format, high volume specialty restaurant-
entertainment complexes. The company operates under the Dave &
Buster's and Dave & Buster's Grand Sports Caf‚, and owns 57 units
in the United States and Canada and franchises one unit in Canada.
Revenues for the last twelve months ended May 1, 2011 were
approximately $529 million.


DCA LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: DCA, LLC
        1410 Lake Tarpon Avenue
        Tarpon Springs, FL 34689
        dba Tarpon Turtle Grill & Marina

Bankruptcy Case No.: 11-13670

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W STEEN, P.A.
                  13902 N. Dale Mabry Hwy., Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-13670.pdf

The petition was signed by Donald Alvino, MGRM.


DOLLAR GENERAL: Moody's Upgrades Corp. Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded Dollar General Corporation's
Corporate Family Rating and Probability of Default Rating to Ba2
from Ba3. The Speculative Grade Liquidity rating of SGL-1 was
affirmed. The upgrade follows Dollar General's redemption in full
of its remaining $839 million senior unsecured notes. The rating
outlook is stable. This rating action concludes the review for
possible upgrade initiated on June 14, 2011.

RATINGS RATIONALE

"Dollar General has strengthened its capital structure by repaying
its senior unsecured notes," said Maggie Taylor a senior credit
officer with Moody's. "The stronger capital structure will lead to
improved credit metrics more than offsetting recent margin
pressure," she added. Pro forma for the debt reduction for the
upcoming year ending January 27, 2012, Moody's expects Dollar
General's debt to EBITDA to be about 3.2 times versus 3.5 times
currently and EBITA to interest expense will be 4.0 times versus
3.5 times currently.

These ratings are upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

$1.451 billion senior secured term loan B1 to Ba1 (LGD 3, 39%)
from Ba2 (LGD 3, 31%)

$451 million senior subordinated notes to B1 (LGD 5, 86%) from B2
(LGD 6, 93%)

These ratings are affirmed and LGD point estimates changed:

$512 million senior secured term loan B at Ba3 (LGD 4, to 65% from
55%)

Speculative Grade Liquidity rating at SGL-1

This is withdrawn given its repayment in full

Senior unsecured notes at B1 (LGD 5, 76%)

The Ba2 Corporate Family Rating is supported by Dollar General's
solid credit metrics, its dominant position in a segment of retail
which Moody's believes is relatively resistant to economic cycles,
and its very good liquidity. The rating also reflects Moody's
expectation that Dollar General is facing gross margin pressure
given rising expenses which cannot be fully passed on to its
customers. This will constrain Dollar General's earnings growth .
However, Moody's does not anticipate the gross margin pressure
impacting Dollar General's credit metrics and expect Dollar
General's to maintain its current level of solid credit metrics.

Dollar General's ratings are constrained by financial sponsor
Kohlberg Kravis Robert's (KKR) controlling interest in Dollar
General. Despite Moody's view that KKR has thus far applied a
balanced and prudent financial policy at Dollar General, KKR could
consider re-leveraging the company at some point in the future.

The stable outlook reflects Moody's opinion that Dollar General
will be able to maintain solid credit metrics despite the ongoing
gross margin pressure it is facing from a rising expense
environment. There is also an expectation for measured growth and
continued conservative financial policies.

An upgrade would require Dollar General to effectively manage the
current rising cost environment such that it continues to generate
solid operating results. It would also require Dollar General to
show evidence that its controlling owner, KKR, supports financial
policies which allow the company to maintain credit metrics
consistent with a higher rating over the medium term.
Quantitatively, an upgrade would require debt to EBITDA to remain
below 3.0 times and EBITA to interest expense remain above 4.25
times.

Ratings could be downgraded should Dollar General's financial
policies become more aggressive. Ratings could also be downgraded
should Dollar General's operating performance deteriorate or debt
levels increase such that debt to EBITDA is sustained above 4.0
times or EBITA to interest expense falls below 2.5 times.

The principal methodology used in rating Dollar General was the
Global Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, owns and operates extreme value general merchandise
stores. Revenues are over $13 billion.


DOMINION VENTURES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dominion Ventures, LLC
          aka Dominion Ventures LLC Management Series
        213 Union Avenue
        P.O. Box 616
        Stratford, NJ 08084

Bankruptcy Case No.: 11-12282

Chapter 11 Petition Date: July 19, 2011

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Kevin M. Capuzzi, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 North Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1497
                  Fax: (302) 655-5213
                  E-mail: kcapuzzi@phw-law.com

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

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

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

The petition was signed by Ralph Cochran, managing member.


EMISPHERE TECHNOLOGIES: Board OKs Salary Increase for Executives
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Emisphere
Technologies, Inc., approved an increase in salary for Michael
Garone, the Company's Interim Chief Executive Officer and Chief
Financial Officer, and Gary Riley, the Company's Vice President of
Nonclinical Development and Applied Biology.  Mr. Garone's annual
compensation will be $244,785.  Mr. Riley's annual compensation
will be $282,035.

The Compensation Committee also approved the grant of 30,000
options to purchase shares of common stock to Mr. Garone and
20,000 Options to Mr. Riley.  Those option grants were made
pursuant to the Company's 2007 Stock Award and Incentive Plan.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.27 million
in total assets, $89.79 million in total liabilities and $82.52
million in total stockholders' deficit.

As reported by the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.


ENRON CORP: Judge Approves Creditors' Deal With Lay Widow
---------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Arthur J. Gonzalez on Wednesday approved the
settlement of a long-running legal fight between the widow of
former Enron Corp. Chairman Kenneth Lay and Enron creditors,
overruling an objection from John Hancock Life Insurance Co.

According to Law360, Judge Gonzalez's approval of the deal ends
more than eight years of litigation between Linda Lay and the
Enron creditors, who accused her of fraud in connection with $10
million Enron paid to buy annuities issued to her and her husband.

                         About Enron Corp.

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

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

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

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


EOS PREFERRED: Might Fail to Qualify as REIT
--------------------------------------------
Aurora Bank FSB, the parent of EOS Preferred Corporation, on
Nov. 30, 2010, entered into a Stipulation and Consent to Issuance
of Amended Order to Cease and Desist with the Office of Thrift
Supervision whereby the Bank consented to the issuance of an
Amended Order to Cease and Desist issued by the OTS that amended
the original Cease and Desist Order issued by the OTS on Jan. 26,
2009.  In addition, on Nov. 30, 2010, the OTS terminated the
Prompt Corrective Action Directive, originally issued to the Bank
on Feb. 4, 2009.

The Amended Order did not amend provisions in the Original Order
that require the Bank to ensure that each of its subsidiaries,
including the Corporation, complies with the Original Order as
amended.  These operating restrictions, among other things,
restrict transactions with affiliates, capital distributions,
contracts outside the ordinary course of business and changes in
senior executive officers, board members or their employment
arrangements without prior written notice to the OTS.  Under the
Amended Order, the Corporation must continue to seek and receive
approval from the OTS for the declaration, payment and
distribution of dividends to its preferred and common
shareholders.  There is no assurance that the OTS will approve any
request for the declaration, payment or distribution of dividends.
As an operating subsidiary of the Bank, the Corporation remains
subject to all of the terms and conditions of the Amended Order
which would apply to such operating subsidiaries.

On March 30, 2011, the Bank, on behalf of the Corporation
submitted an Application for Capital Distribution to the OTS
requesting permission to pay quarterly dividends to the
Corporation's preferred and common shareholders.  On July 12,
2011, the OTS provided a non-objection to the Bank permitting its
operating subsidiary, the Corporation, to declare and pay a
quarterly dividend to its shareholders.

Accordingly, the Board of Directors of the Corporation declared on
July 13, 2011, a dividend payable on July 29, 2011, for the
quarter ended June 30, 2011, to holders of record on July 20,
2011, of each of: (1) the Corporation's 8.50% Non-Cumulative
Exchangeable Preferred Stock, Series D, in the amount of $0.53125
per share; and (2) the Corporation's Preferred Stock, Series B,
par value $0.01 per share, in the amount of $20 per share. The OTS
has not approved or provided a non-objection to any further
dividend distributions.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, on July 21, 2011, the OTS will be abolished.  The
duties and powers of the OTS will be transferred to the Office of
the Comptroller of the Currency.  Effective the Transfer Date, the
primary regulator of Company's parent, Bank, will be the OCC,
which will have full authority to make determinations on
applications from the Bank, including applications for capital
distributions.  There can be no assurance that approval or non-
objection for the payment of future dividends will be received
from the OCC or when or if such OCC approval requirement will be
removed.  Furthermore, any future dividends on the Series D
preferred stock will be payable only when, as and if declared by
the Board of Directors.  The terms of the Series D preferred stock
provide that dividends on the Series D preferred stock are not
cumulative and if no dividend is declared for a quarterly dividend
period, the holders of the Series D preferred stock will have no
right to receive a dividend for that period, and the Corporation
will have no obligation to pay a dividend for that period, whether
or not dividends are declared and paid for any future period.

In order to continue to qualify as a real estate investment trust,
under the Internal Revenue Code of 1986, as amended, the
Corporation generally is required each year to distribute to its
stockholders at least 90% of its net taxable income, excluding net
capital gains.  As a REIT, the Corporation generally is not
required to pay federal income tax if it continues to meet this
and a number of other requirements.  If, effective as of the
Transfer Date, the OCC fails to remove the requirement for
approval and does not grant further approval or non-objection to
the Corporation to pay dividends to its stockholders in an amount
necessary to maintain the Corporation's REIT qualification
prospectively, the Corporation will fail to qualify as a REIT and,
as a result, will be subject to federal income tax.

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

The Company reported net income of $7.65 million on $2.19 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $12.82 million on $3.56 million of
total interest income during the prior year.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed
$87.21 million in total assets, $484,000 in total liabilities and
$86.72 million in total stockholders' equity.


FAIRFIELD SENTRY: Suits Halted During Customers' Appeal
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fairfield Sentry Ltd. and affiliates have been
blocked at least temporarily from suing customers in bankruptcy
court.

Mr. Rochelle recounts that in May, the bankruptcy judge in New
York ruled that liquidators for the Fairfield Sentry funds from
the British Virgin Islands have the right to bring lawsuits in
bankruptcy court under the umbrella of the funds' Chapter 15
cases.  Customers appealed.

According to the report, U.S. District Judge Loretta A. Preska in
New York signed an order last week precluding the suits from going
forward in bankruptcy court for the time being.  Judge Preska will
decide if customers have a right to appeal at this juncture.  If
she decides they do, then Judge Preska said she would hold up the
suits in bankruptcy court until the appeal is decided.

The bankruptcy judge ruled before the U.S. Supreme Court issued
its opinion in June in a bankruptcy case called Stern v. Marshall.
In that case, the Supreme Court said that a bankruptcy court
didn't have the right under the Constitution to hear a lawsuit
against a creditor based on state law.  The Fairfield Sentry
customers contend that the Stern case by itself precludes the
bankruptcy court from presiding over the suits, according to the
report.

Mr. Rochelle relates that the defendants in 42 lawsuits want the
cases sent back to state courts where they began.  Eventually,
Judge Preska might decide that the cases can remain in federal
court, although in district court, not bankruptcy court.

The appeal in district court is In re Fairfield Sentry Ltd., 11-
mc-224, U.S. District Court, Southern District of New York
(Manhattan).  The liquidators' lawsuit in bankruptcy court is
Fairfield Sentry Ltd. v. Theodoor GGC Amsterdam (In re Fairfield
Sentry Ltd.), 10-03496, U.S. Bankruptcy Court, Southern District
of New York.

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

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.

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 US$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 US$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.


FIELDSTONE VILLAGE: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fieldstone Village Development, LLC
        36801 Woodward Ave., Suite 301
        Birmingham, MI 48009

Bankruptcy Case No.: 11-59540

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Jayson Ruff, Esq.
                  Stephen M. Gross, Esq.
                  MCDONALD HOPKINS, PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  E-mail: jruff@mcdonaldhopkins.com
                          sgross@mcdonaldhopkins.com

Estimated Assets: $50,001 to $100,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-59540.pdf

The petition was signed by Jay F. Joliat, president.


FOREST PACKING: Equity to Reopen Company Under New Management
-------------------------------------------------------------
Chris Allen Baker at the Scott County Times reports that since the
closure of Lady Forest, Inc., and Forest Packing, a large number
of former employees have sought other means of work but Equity
Partners is hoping to change all of that by re-opening the company
under new management.

"We'd all like to see this operation back in business," said
Stephen Smith of Smith & Company P.A. of Jackson.  Mr. Smith is
the Chapter 7 trustee charged with maximizing the value of the
assets.  "I believe that at one time they employed 600 people,"
Smith said in a statement released Tuesday. Smith said he has put
a motion before the court to retain a firm with a track record of
getting shuttered companies back into business, Equity Partners.

Based in Forest, Mississippi, Forest Packing Company filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11-
00627) on Feb. 21, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.

Forest Packing, as well as its affiliate, Lady Forest Farms, Inc.,
had been granted a conversion to Chapter 7 bankruptcy status in
separate cases which involves liquidation of assets, according to
the Troubled Company Reporter.


FORUM HEALTH: Judge Woods Confirms Plan of Liquidation
------------------------------------------------------
Don Jeffrey at Bloomberg News reports that U.S. Bankruptcy Judge
Kay Woods confirmed the Chapter 11 plan of liquidation of Warren,
Ohio-based Forum Health, at the conclusion of a two-day hearing
July 21 in Youngstown, Ohio.

According to the report, the liquidation plan was approved over
the objection of the committee of unsecured creditors, which had
submitted its own Chapter 11 plan before withdrawing it.

Bloomberg relates that under the plan, general unsecured creditors
would recover from 5.49% to 8.43% of claims estimated at
$162 million.

                        About Forum Health

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

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

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

Forum Health, which operated Trumbull, Northside Medical Center
and Hillside hospitals in Ohio, sold most of its assets at an
auction in August to CHS Community Health Systems Inc. for $120
million.


FORUM HEALTH: Firm Testifies Before Court Over Donation Issue
-------------------------------------------------------------
TribToday.com reports that Michael Imber, a consultant for the
firm Grant Thornton, which is aiding the unsecured creditors in
Forum's bankruptcy case, testified before U.S. Northern District
of Ohio Judge Kay Woods that his firm identified between
$2.8 million and $4.7 million in professional fees in the case
that are attributed to the charitable foundations for Western
Reserve Care System and Trumbull Memorial Hospital.

According to the report, the unsecured creditors have objected to
a proposal by attorneys for Forum that calls for a $1 million
contribution to legal fees and other professional services in the
case, which originated when Forum filed for Chapter 11 bankruptcy
in March 2009.

The report says costs to administer the bankruptcy range between
$8 million and $9.1 million, of which the administration agreed to
pitch in with $1 million.

The report notes attempts to reorganize the hospital system
failed, leading to its purchase by Community Health Systems on
Oct. 1 for $120 million.

                        About Forum Health

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

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

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

Forum Health, which operated Trumbull, Northside Medical Center
and Hillside hospitals in Ohio, sold most of its assets at an
auction in August to CHS Community Health Systems Inc. for $120
million.


FPB BANCORP: Won't Recover Anything from Stock of Closed Bank
-------------------------------------------------------------
First Peoples Bank, the principal operating subsidiary of FPB
Bancorp, Inc., was closed by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver of the Bank.

Subsequent to the closure, Premier American Bank, National
Association, Miami, Florida, assumed the operations and all of the
deposits of the Bank, and purchased essentially all of the Bank's
assets in a no loss-share transaction facilitated by the FDIC.
All depositors of the Bank will automatically become depositors of
Premier American Bank for the full amount of their deposits, and
they will continue to have uninterrupted access to their deposits.
Depositors will continue to be insured with the FDIC.  Beginning
on July 16, 2011, the six offices of the Bank reopened as branches
of Premier American Bank.

The Company's principal assets were the capital stock that it owns
in the Bank.  As the owner of all of the capital stock of the
Bank, the Company would be entitled to the net recoveries, if any,
following the liquidation or sale of the Bank or their assets by
the FDIC.  However, the Company does not believe that any recovery
will be realized.  Any ultimate distribution of recovered assets
will occur in accordance with Florida law and the Company's
Articles of Incorporation.  It is not expected that any
distribution will be made to common stockholders.

On July 18, 2011, the Company distributed a letter to its
shareholders describing the events of July 15, 2011, a full-text
copy of which is available for free at http://is.gd/laTYsl

                         About FPB Bancorp

Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the
outstanding common stock of First Peoples Bank and the Bank owns
100% of the outstanding common stock of Treasure Coast Holdings,
Inc.  The Bank offers a variety of community banking services to
individual and corporate customers through its six banking offices
located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and
Palm City, Florida.  The Bank's subsidiary, Treasure Coast
Holdings, Inc., was incorporated in June 2008 for the sole purpose
of managing foreclosed assets.

The Company's balance sheet at March 31, 2011, showed
$228.06 million in total assets, $225.79 in total liabilities, and
stockholders' equity of $2.27 million.

As reported in the TCR on April 26, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, expressed substantial doubt about
FPB Bancorp's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's operating and capital requirements, along with
recurring losses.


GNP RLY: James H.M. Savage Named as Substitute Bankruptcy Counsel
-----------------------------------------------------------------
GNP Rly, Inc., notified the U.S. Bankruptcy Court for the Western
District of Washington that James H.M. Savage of John D. Heffner,
PLLC, and local counsel Brian L. Green of Joseph P. Zehnder of
McGavick Graves, P.S. will substitute Shelly Crocker of Crocker
Law Group, LLC.

Ms. Crocker has withdrawn as counsel of record for the Debtor.
Ms. Crocker consents to the substitution.

Three creditors filed on Feb. 2, 2011, an involuntary petition
(Bankr. W.D. Wash. Case No. 11-40829) to force GNP Rly, Inc., into
Chapter 11 bankruptcy.  James E. Dickmeyer, Esq., at James E.
Dickmeyer, P.C., in Kirkland, Washington, represents the
petitioners.  Creditors who signed the Chapter 11 petition are
Ballard Terminal Railroad Company, owed $110,800 for freight
services; Marketing Philharmonic LLC, owed $48,466, and San
Clemente Technical Co., owed $15,200.


GRAHAM PACKAGING: Amends Merger Agreement with Reynolds
-------------------------------------------------------
Graham Packaging Company Inc., the parent company of Graham
Packaging Holdings Company, Reynolds Group Holdings Limited and
Bucephalas Acquisition Corp., an indirect wholly-owned subsidiary
of Reynolds or "Merger Sub" entered into an Agreement and Plan of
Merger and an amendment thereto.  Upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into Graham Packaging, with Graham Packaging
continuing as the surviving corporation and an indirect wholly-
owned subsidiary of Reynolds.

Also as previously disclosed, in connection with the Merger, the
Company, Graham Packaging Holdings Company entered into an
Agreement and Plan of Merger, dated June 17, 2011, among Holdings,
Graham Packaging and BCP/Graham Holdings L.L.C., pursuant to which
Holdings would merge with and into Graham Packaging immediately
prior to or contemporaneously with the effective time of the
Merger and the equity holders of Holdings would receive the same
cash consideration as is payable in the Merger.

On July 15, 2011, the Original Holdings Merger Agreement was
amended and restated in its entirety.  Under the terms of the
Amended and Restated Agreement and Plan of Merger, among Holdings,
Graham Packaging, BCP and GPC Merger LLC, a newly formed indirect
wholly-owned subsidiary of Graham Packaging, GPC Merger LLC will
merge with and into Holdings, with Holdings surviving the merger,
immediately prior to or contemporaneously with the effective time
of the Merger and the equity holders of Holdings will receive the
same cash consideration as is payable in the Merger.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/PfdwqX

A full-text copy of the Amended and Restated Agreement and Plan of
Merger is available for free at http://is.gd/PwJkgI

                      About Graham Packaging

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

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

                           *     *     *

In June 2011, Fitch Ratings revised the Rating Watch status on
Graham Packaging Company, L.P.'s and its subsidiary, GPC Capital
Corp.'s 'B' Issuer Default Rating and the long-term debt ratings
to Negative from Positive.

The rating action follows Graham's announcement that the company
has signed a definitive merger agreement, and an amendment
thereto, under which Graham would be acquired by Reynolds Group
Holdings Limited in an all-cash transaction for $25.50 per share.
The transaction is valued at approximately $4.5 billion including
assumed indebtedness. The deal is expected to close in the second
half of this year.

Fitch notes Graham's credit agreement contains triggers that allow
lenders to declare an event of default and elect to declare all
borrowings due and payable in the event of a party acquiring
beneficial ownership.  The debt indentures also contain a change
of control covenant that requires the company to repurchase all
outstanding notes at 101% of their principal amount plus accrued
and unpaid interest.


GRAHAM PACKAGING: Amends Tender Offers and Consent Solicitations
----------------------------------------------------------------
Graham Packaging Company Inc. announced that its wholly-owned
subsidiaries Graham Packaging Company, L.P., and GPC Capital Corp.
I, are amending the terms of the tender offers and consent
solicitations for their 8.25% Senior Notes due Jan. 1, 2017, and
8.25% Senior Notes due Oct. 1, 2018, set forth in the Offer to
Purchase and Consent Solicitation Statement dated July 6, 2011,
and the related Consent Letter.

The amendments:

     * increase the "Consent Fee" from $15 to $25 per $1,000
       principal amount of Senior Notes for which consents are
       validly delivered prior to the "Early Tender/Consent
       Deadline";

     * extend the "Early Tender/Consent Deadline" applicable to
       the tender offers and consent solicitations for the Senior
       Notes previously scheduled for 5:00 p.m., New York City
       time, on July 19, 2011, to 5:00 p.m., New York City time,
       on July 20, 2011; and

     * decrease the "Base Offer Consideration" offered to holders
       of the Senior Notes who validly tender their Senior Notes
       from $995 to $985 per $1,000 principal amount of Senior
       Notes tendered;

The "Total Consideration" offered for the Senior Notes will remain
unchanged at $1,020 per $1,000 principal amount of Senior Notes
validly tendered, and related consents validly delivered, prior to
the "Early Tender/Consent Deadline."

Only holders of Notes as of 5:00 p.m., New York City time, on
July 6, 2011, may deliver consents in connection with the consent
solicitations.  Holders of Notes as of the Record Date may deliver
consents without tendering their Notes in the tender offers.

The Issuers are not changing any of the terms of the tender offer
and consent solicitation related to their 9.875% Senior
Subordinated Notes due 2014.

Holders of Notes as of the Record Date wishing to be eligible to
receive the Total Consideration must tender their Notes and
separately deliver the related consents prior to the applicable
"Early Tender/Consent Deadline".  The expiration date for the
tender offers is 8:00 a.m., New York City time, on Aug. 4, 2011.

The Issuers have engaged Credit Suisse Securities (USA) LLC as
Dealer Manager for the tender offers and as Solicitation Agent for
the consent solicitations.  Persons with questions regarding the
tender offers and consent solicitations should contact Credit
Suisse at (800) 820-1653 (toll free) or (212) 538-2147 (collect).
Requests for copies of the Statement, the Consent Letter or other
tender offer and consent solicitation materials may be directed to
D.F. King & Co., Inc., the Information Agent, at (800) 714-3312
(toll free), (212) 269-5550 (collect) or graham@dfking.com.

In a separate press release, the Company announced that its
wholly-owned subsidiaries have received the Requisite Consents, as
defined in the Offer to Purchase and Consent Solicitation
Statement dated July 6, 2011, from holders of their 9.875% Senior
Subordinated Notes due Oct. 7, 2014, to adopt the proposed
amendments that were the subject of the consent solicitation for
the Notes.  The consent solicitation for the Notes expired at 5:00
p.m., New York City time, July 19, 2011.

                       About Graham Packaging

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

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

                           *     *     *

In June 2011, Fitch Ratings revised the Rating Watch status on
Graham Packaging Company, L.P.'s and its subsidiary, GPC Capital
Corp.'s 'B' Issuer Default Rating and the long-term debt ratings
to Negative from Positive.

The rating action follows Graham's announcement that the company
has signed a definitive merger agreement, and an amendment
thereto, under which Graham would be acquired by Reynolds Group
Holdings Limited in an all-cash transaction for $25.50 per share.
The transaction is valued at approximately $4.5 billion including
assumed indebtedness. The deal is expected to close in the second
half of this year.

Fitch notes Graham's credit agreement contains triggers that allow
lenders to declare an event of default and elect to declare all
borrowings due and payable in the event of a party acquiring
beneficial ownership.  The debt indentures also contain a change
of control covenant that requires the company to repurchase all
outstanding notes at 101% of their principal amount plus accrued
and unpaid interest.


GREYSTONE PHARMA: Butler Snow Approved as Ch. 11 Trustee's Counsel
------------------------------------------------------------------
The Hon. Paulette J. Delk of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized Kevin Crumbo, Chapter 11
trustee of Greystone Pharmaceuticals, Inc., to retain Butler Snow
O'Mara Stevens & Cannada, PLLC, as his attorney.

As reported in the Troubled Company Reporter on June 28, 2011, as
the trustee's attorney, Butler Snow is expected to:

   (a) give the trustee legal advice with respect to his powers
       and duties as trustee:

   (b) prepare on behalf of the trustee necessary applications,
       answers, orders, reports and other legal papers; and

   (c) perform all other legal services for the trustee which
       may be necessary.

The proposed hourly rates to be charged by Butler Snow for the
attorneys expected to be directly involved in representing the
Trustee are:

         Michael P. Coury              $330
         James E. Bailey III           $320
         R. Campbell Hillyer           $235
         April Germany (paralegal)     $130

Mr. Hillyer, assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         BUTLER, SNOW, O'MARA, STEVENS & CANNADA, PLLC
         Michael P. Coury, Esq.
         R. Campbell Hillyer, Esq.
         6075 Poplar Avenue, Suite 500
         Memphis, TN 38119
         Tel: (901) 680-7200
         E-mail: cam.hillyer@butlersnow.com

               About Greystone Pharmaceuticals, Inc.

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


HARRY & DAVID: Accuses PBGC of Threatening Plan Success
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harry & David Holdings Inc. accused the Pension
Benefit Guaranty Corp. of threatening the "entire reorganization"
by opposing termination of its under-funded pension plan.

Mr. Rochelle recounts that in May, Harry & David filed papers in
bankruptcy court seeking a distress termination of the pension
plan the company said was under-funded by $23.6 million.  Without
termination, the company said that the proposed investors won't
provide $155 million needed to implement the fully-negotiated and
almost universally consensual Chapter 11 reorganization plan.

According to the report, the PBGC filed papers this month
contending that Harry & David didn't meet the requirement to show
that "but for the termination of the pension plan, the employer's
business will be liquidated."  The Company didn't demonstrate that
it had "exhausted all realistic measures short of termination,"
the PBGC said.  Unfunded benefits could be as much as $44 million,
the PBGC said.

The PBGC, the report notes, did agree with Harry & David that it
won't participate in the rights offering to provide some of the
financing for the plan.  The agreement ended a dispute over the
size of the PBGC's claim for the purpose of participating in the
offering.

Harry & Davis is scheduled for an Aug. 11 hearing to approve the
reorganization plan now supported by the official creditors'
committee.

According to the Mail Tribune, Harry & David's pension plan
liabilities include 2,700 past and present employees and would
include an extra $33 million in liability if the judge approves of
PBGC's opposition to the pension dumping.

                       About Harry & David

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

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

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

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

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

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee.

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

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

On April 7, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


HERTZ CORP: Fitch Maintains RWN Following Donlen Buyout
-------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on Hertz
Corporation's ratings following its announcement of its intention
to acquire Donlen Corporation for $930 million. The ratings were
first placed on Rating Watch Negative on May 11, 2011, following
Hertz's increased bid for Dollar Thrifty.

Hertz has agreed to acquire Donlen Corporation, a privately held
vehicle fleet leasing and management company, for $930 million,
consisting of a $250 million cash payment and the assumption of
$680 million of outstanding fleet debt. The acquisition is
expected to close on or before Sept. 30, 2011.

Resolution of the Rating Watch remains highly dependent on the
outcome of Hertz's bid to acquire Dollar Thrifty. Fitch does not
believe the acquisition of Donlen alters Hertz's intention to
acquire Dollar Thrifty. If and when the Dollar Thrifty deal is
consummated, Fitch will review the acquisition's prospective
impact on Hertz's credit profile and capital structure, including
any increase in leverage to finance the cash portion of the
transaction, its ability to achieve proposed synergies, expected
integration costs, and Hertz's flexibility to respond to sector
and cyclical downturns. To the extent Hertz bids more aggressively
without offsetting additions to capital, Fitch believes that
Hertz's ratings could be downgraded by one or more notches.

On its own, Fitch views the acquisition of Donlen as neutral to
Hertz's existing ratings. Fitch notes that the acquisition of
Donlen requires a relatively small cash outlay and is not expected
to result in a significant increase in leverage. Fitch views the
acquisition as complementary because it will extend Hertz's
product offerings to its corporate customers, including yearly and
multi-year fleet leasing options in addition to the current
hourly, daily, monthly service options.

Implicit in Fitch's current view is the expectation that Hertz's
stand alone near-term financial performance will continue to
improve modestly due to improved rental car demand and efforts to
lower costs by optimizing fleet utilization and operating
efficiencies.

The Rating Watch Negative is maintained for these ratings:

Hertz Corporation

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

   -- Senior secured revolving facility 'BBB-';

   -- Secured term facility 'BBB-';

   -- Letter of credit facility 'BBB-';

   -- Senior unsecured debt 'BB-'.


HOMELAND SECURITY: Inks Pact to Sell SEC to Perma-Fix for $24MM
---------------------------------------------------------------
Homeland Security Capital Corporation announced that on July 15,
2011, it entered into a definitive agreement to sell all of the
capital stock of its wholly-owned subsidiary, Safety and Ecology
Holdings Corporation, to Perma-Fix Environmental Services, Inc.,
for $24.5 million.

The $24.5 million consideration consists of (i) $22 million in
cash, subject to working capital adjustments, payable at closing,
and (ii) a 3-year, unsecured promissory note in the principal
amount of $2.5 million, bearing interest at 6% per year payable in
36 equal monthly installments.  Of the cash consideration, $2
million will be deposited into an escrow account for 24 months to
satisfy any indemnification claims under the agreement.  As part
of the transaction, up to $1.25 million will be used to repurchase
at least 90% of the Company's issued and outstanding Series I
Convertible Preferred Stock and up to 22,000,000 warrants, which
the Company believes will significantly enhance its capital
structure.  The sale, which has already received the necessary
approval of the Company's stockholders under applicable law, which
approval will not be effective until at least 20 calendars days
after an Information Statement has been furnished to the Company's
stockholders in accordance with Rule 14c-2 under the Securities
Exchange Act of 1934, as amended, is expected to close no later
than Aug. 30, 2011.

SunTrust Robinson Humphrey acted as exclusive financial advisor to
Homeland Security Capital Corporation for the transaction.

C. Thomas McMillen, Chairman and CEO, stated, "The sale of Safety
and Ecology advances our plan to improve our balance sheet by
retiring debt and focus our efforts on new lines of business."
Mr. McMillen further commented, "We have been dedicated to
maximizing shareholder value and this sale is another step toward
that goal."

Dr. Louis F. Centofanti, Chairman and Chief Executive Officer,
stated, "The acquisition of SEC dramatically expands our nuclear
services capabilities.  On a combined basis, we can now offer
customers, both government and commercial, one of the broadest and
most comprehensive end-to-end nuclear waste solutions in the
industry.  We believe that this expansion of our nuclear service
capabilities, coupled with our existing nuclear waste treatment
expertise, clearly places us at the forefront of the industry and
should enhance our value to our customers and our shareholders.
SEC brings a highly qualified management team who we feel will
integrate well and compliment our current management."

A full-text copy of the Stock Purchase Agreement is available for
free at http://is.gd/7Hv1EJ

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At December 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective January 1, 2010.


HUBBARD PROPERTIES: Court Approves Van Middlesworth as Accountant
-----------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Hubbard Properties, LLC, to employ
Van Middlesworth & Company, P.A. as accountant to prepare a tax
return, assist in filing a BP oil spill claim, and provide general
accounting support.

As reported in the Troubled Company Reporter on June 6, 2011, the
firm will assist the Debtor in preparing its 2010 tax return,
filing the Debtor's BP Oil spill claim, and providing general
accounting support.

The Debtor will pay VMC on a monthly basis for the accounting
services at a blended hourly rate of $165.

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

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

                      About Hubbard Properties

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

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Claims Strategies OK'd as Claim Consultant
--------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Hubbard Properties, LLC, to
employ Claims Strategies Group, LLC, as claim consultant.

As reported in the Troubled Company Reporter on June 28, 2011,
pursuant to the Agreement for Consultant Services, CSG is
expected to:

   a. Provide assistance to Debtor and Buzbee in preparation of
      file documentation in order to assess the damage claims
      that are related to the Deep Water Horizon oil spill
      including estimates of loss, photographs, if necessary
      and reports summarizing the damage claim;

   b. Provide calculation of loss as an assessment to the
      damage claim;

   c. Investigate cause and origin, where necessary but limited to
      determination of the proximity of the claim to the cause and
      not to investigation of liability;

   d. Perform a review of claims to ensure that all legitimate
      claims costs are presented;

   e. Maintain a file of all documentation and reports developed
      in the course of assessing the damage claims; and

   f. Participate in any discussions or meetings between the
      Client and attorney as necessary for the settlement of the
      damage claim.

The Debtor believed that CSG's consulting services are necessary
to formulate economic damage models indicating the Debtor's losses
as a result of the Deepwater Horizon oil spill and to assist
Buzbee in evaluating the BP Claim.  CSG is currently assisting
Buzbee in representing scores of offshore workers, fishermen,
shrimpers, property owners, and numerous commercial businesses
affected by the oil spill, and has knowledge of the GCCF claims
process and how to determine the damages that the Debtor has
suffered as a result of the Deepwater Horizon oil spill.

CSG has agreed to provide the foregoing services to the Debtor on
a contingency basis equal to 5% of the recovery.  The fees are
contingent and payable only upon the successful payment to the
Debtor of a recovery on the BP Claim.

                      About Hubbard Properties

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

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Bacon & Bacon OK'd for Landlord/Tenant Matters
------------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Hubbard Properties, LLC, to retain
Bacon & Bacon, P.A., as special counsel.

As reported in the Troubled Company Reporter on June 28, 2011,
Bacon would represent the Debtor in connection with lease and
landlord/tenant matters, as well as other miscellaneous legal
matters that would arise in connection with the Debtor's property
and business.

Bacon's current hourly rate is $225.

Bacon does hold an unsecured claim against the Debtor in the
amount of $30,454, for similar services rendered to the Debtor
prior to the Petition Date.

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

                      About Hubbard Properties

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

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Buzbee Firm OK'd to Handle BP Oil Spill Claim
-----------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Hubbard Properties, LLC, to
employ Tony Buzbee and The Buzbee Law Firm as special counsel in
connection with the assessment and recovery of the Debtor's BP oil
spill claim.

As reported in the Troubled Company Reporter on July 6, 2011,
the Debtor is a Florida limited liability company that owns and
operates a retail and entertainment complex located in Madeira
Beach, Florida, commonly known as the John's Pass Boardwalk.  The
property consists of approximately 36,359 square feet of retail
space located in five buildings and a 350-car parking garage.

On Jan. 12, 2011, the Debtor submitted a claim in the amount of
$350,000 to the Gulf Coast Claims Facility to recover losses
sustained from the Deepwater Horizon oil spill, which occurred in
April 2010.  The Debtor requires specialized legal assistance to
pursue a recovery on account of the BP Claim.

Caroline Adams, an attorney at Buzbee Law, told the Court that
Buzbee has agreed to represent the Debtor on a contingency basis:

   a. 20% interest of any monetary recovery on the BP claim which
      results from the outcome from an administrative proceeding
      through the GCCF or related facility;

   b. 33-1/3% interest of any monetary recovery on the BP claim,
      which results after a lawsuit, has been filed on the BP
      claim.

Ms. Adams assured the Court that Buzbee is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Hubbard Properties

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

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


HUBBARD PROPERTIES: Wants Plan Hearing Moved to Allow Mediation
---------------------------------------------------------------
Hubbard Properties, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to refer
to mediation all issues and disputes relating to confirmation of
its plan of reorganization and approval of its disclosure
statement.

Attorneys for the Debtor, Investors Warranty of America, major
secured creditor, and the Official Committee of Unsecured
Creditors have engaged in productive informal discussions
regarding achieving a possible consensual plan of reorganization.

Based on these discussions, and to maximize judicial efficiency
and minimize the costs associated with the parties preparing for
the currently scheduled confirmation hearing, the Debtor believes
mediation on issues and disputes relating to the Plan and
Disclosure Statement is appropriate.

To facilitate mediation, the Debtor asks the Court to reschedule
the plan confirmation hearing and the disclosure statement hearing
currently scheduled for July 21, 2011, at 1:30 p.m., treat the
July 21 hearing as a status conference.  The Debtor also asks the
Court to extend all confirmation and plan-related deadlines,
including the Debtor's exclusivity period.

The Committee also asks the Court to abate the amended order
conditionally approving the disclosure statement to give the
parties additional time to negotiate the terms of an agreed plan.
The Committee relates that the Debtor has provided the Committee
with limited financial information and still has not provided it
with any lease associated with the Debtor's real and personal
property comprised of a retail and entertainment complex located
in Madeira Beach, Florida, commonly known as John's Pass
Boardwalk.

The Committee complains that the Disclosure Statement fails to
provide adequate information to allow unsecured creditors to make
an informed decision when voting for the Plan.  The Committee says
it has attempted to address the Debtor's failure to provide
adequate information in the Disclosure Statement by requesting
that the Debtor provide the Committee with certain financial
information, but the Debtor has failed to comply with those
requests.

The Creditors Committee also complains that the Plan:

    (i) fails to comply with Section 1129(a)(7) of the Bankruptcy
        Code because the Debtor has failed to demonstrate that the
        Plan is in the best interest of creditors;

   (ii) fails to comply with Section 1129(a)(10) to the extent the
        Debtor does not get an affirmative vote of an impaired
        class of creditors;

  (iii) fails to satisfy Section 1129(a)(11) in that the Debtor
        has not demonstrated that the Plan is not likely to be
        followed by the need for further liquidation;

   (iv) violates the absolute priority rule embodied in
        Section 1129(b) in that it proposes to pay unsecured
        creditors less than the full value of their claims and
        purports to leave the equity interests unimpaired; and

    (v) violates Section 1129(b) in that the Debtor's proposed
        treatment of unsecured creditors is not fair and
        equitable.

                      About Hubbard Properties

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

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A.
McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve
as bankruptcy counsel.  The Debtor also tapped Bacon & Bacon,
P.A., as special counsel; Van Middlesworth and Company, P.A., as
accountant; and Claims Strategies Group, LLC, as claim consultant.
The Debtor disclosed $12,572,058 in assets and $23,829,629 in
liabilities as of the petition date.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
unsecured creditors to the Official Committee of Unsecured
Creditors in the Debtor's case.  Hill, Ward & Henderson, P.A.,
represents the Committee.


ILLINOIS HEALTH: S&P Affirms 'BB/B' Rating on Three Bond Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B' ratings on
three bond issues supported by Allied Irish Banks PLC ('BB/B')
letters of credit (LOCs). "At the same time, we removed them from
CreditWatch with negative implications, were we had placed
them on Dec. 1, 2010," S&P related.

"Our ratings on the three affected bond issues reflect our opinion
of the credit and liquidity support that Allied Irish ('BB/B')
provides in the form of irrevocable direct-pay LOCs. The long-term
components of our ratings are based on our long-term issuer credit
rating on Allied Irish and address full and timely payments of
interest and principal when the bondholders have not exercised the
put option. The short-term components of our ratings are based
on our short-term issuer credit rating on Allied Irish and address
full and timely payments of interest and principal when the
bondholders have exercised the put option," S&P related.

"The rating actions reflect the July 11, 2011, affirmation and
removal of our long- and short-term issuer credit ratings on
Allied Irish from CreditWatch negative," S&P stated.

Ratings Affirmed And Removed From Creditwatch Negative

Transaction       CUSIP                  Rating
                                    To             From

Illinois Health Facility Authority
$13.2 million weekly adjustable-rate revenue bonds series 2001 due
08/15/2031
                 45200PPZ4          BB/B           BB/Watch Neg/B

Connecticut Health & Educational Facilities Authority
$6.75 million variable-rate demand revenue bonds series A due
07/01/2032
                 20774LXZ3          BB/B           BB/Watch Neg/B

Missouri Health & Educational Facilities Authority
$10 million variable-rate demand health facilities revenue bonds
series 2007
due 07/01/2037
                 60635RZ34          BB/B           BB/Watch Neg/B


IND'L SUBORDINATED: Fitch Assigns Expected 'BB-' Rating to Notes
----------------------------------------------------------------
Fitch Ratings has assigned Industrial Subordinated Trust's (IST)
upcoming 10-year USD loan participation notes an expected long-
term foreign currency rating of 'BB-'. The final rating is
contingent upon the receipt of final documents conforming to
information already received.

The notes will be issued for an amount to be determined and will
be secured by IST's sole asset, a 100% participation in and to a
subordinated loan (the loan) from Bank of America to Banco
Industrial (BI). As part of the transaction, Bank of America will
transfer its rights on the loan to IST which will in turn pledge
the loan rights to the indenture trustee (The Bank of New York
Mellon) as collateral for the notes; thus, in Fitch's opinion, the
notes attain BI's Issuer Default Rating (IDR), notched for
subordination.

The notes will mirror all the conditions of the loan. Principal
under the notes will mature in 10 years, and interest payments
will be made semi-annually while capital will be paid at maturity
of the loan. The notes will carry a fixed interest rate to be set
at the time of issuance. The loan will be recognized by
Guatemala's regulator as Tier II capital for regulatory capital
purposes.

The expected rating of the notes is one notch below BI's long-term
IDRs of 'BB' reflecting the notes subordinated status, and the
fact that they effectively rank junior to all BI's present and
future senior indebtedness, pari passu with all other unsecured
subordinated debt and senior to BI's capital and tier I hybrid
securities.

BI's current 'C/D' individual and' BB' IDRs reflect its strong
local franchise, resilient asset quality and well-contained credit
costs, adequate funding and liquidity, and good and stable
profitability, although somewhat limited. The ratings are
constrained primarily by BI's modest loss absorption capacity
(capitalization and loan loss reserves), although gradually
improving recently. BI is Guatemala's largest bank, with a market
share of 27.5% of the banking assets by March 2011.

Fitch currently rates BI:

   -- Foreign currency long-term Issuer Default Rating (IDR) 'BB';

   -- Foreign currency short-term IDR 'B';

   -- Local currency long-term IDR 'BB';

   -- Local currency short-term IDR 'B';

   -- Individual rating 'C/D';

   -- Support rating '3';

   -- Support rating floor 'BB-'.

The Rating Outlook is Positive.


J. ROGER EATHERTON: Neb. App. Ct. Affirms Ruling in Bank Suit
-------------------------------------------------------------
J. Roger Eatherton and Jane P. Eatherton, as well as Tabora Farms
Bakery, Inc., appeal from an order of the district court for
Lincoln County that found the Eathertons liable as personal
guarantors for amounts owing on various promissory notes held by
First National Bank of North Platte in connection with the
purchase of a commercial bakery located in Cozad, Nebraska.  The
notes were issued by the Eathertons' corporation, Tabora Farms,
and the Eathertons executed personal guaranties of the notes.  In
their answer to First National's complaint and subsequent
counterclaim, the Eathertons alleged that First National made
material misrepresentations inducing them to purchase the bakery,
that such misrepresentations were the proximate cause of the
bakery being unprofitable, and thus, that they are not liable on
their personal guaranties -- the liability of Tabora Farms having
been discharged in bankruptcy.  Specifically, the Eathertons claim
First National represented to them that the bakery's two main
customers were fully supportive of the bakery, when in fact the
bank knew that was not the case.  The Eathertons do not dispute
the execution of the notes and the personal guaranties, or the
amounts First National claimed were owing on them.  After a bench
trial, the district court found generally in favor of First
National, and the Eathertons appeal.

In a July 19, 2011 Memorandum Opinion and Judgment on Appeal, the
Court of Appeals of Nebraska held that the district court was not
clearly erroneous when it determined the Eathertons were not
reasonable in relying on material misrepresentations by First
National that Tabora Farms' two main customers were fully
supportive of the bakery and that such reliance was not the
proximate cause of the $575,000 loss alleged in their
counterclaim.  Accordingly, the Court of Appeals affirmed.

The case is First National Bank, appellee and cross-appellant,
v. J. Roger Eatherton et al., appellants and cross-appellees, No.
A-10-805 (Neb. Ct. App.).  A copy of the decision is available at
http://is.gd/afteeXfrom Leagle.com.  The panel consists of Chief
Judge Everett O. Inbody and Judge Richard Sievers.  Judge Sievers
wrote the opinion.

The Eathertons filed for chapter 11 bankruptcy on April 22, 2009.
The case was converted to chapter 7 bankruptcy on Sept. 24.  A
sale of First National's collateral was held, the proceeds were
applied to the debt, and the bankruptcy case was discharged at
some point thereafter.

The Eathertons are represented by:

          Matthew C. Boyle, Esq.
          Galen E. Stehlik, Esq.
          LAURITSEN, BROWNELL, BROSTROM, STEHLIK, P.C., L.L.O.
          724 W. Koenig Street
          P.O. Box 400
          Grand Island, NE  68802
          Tel: 308-382-8010
          Fax: 308-382-8018
          Email: matthewb@lauritsenlaw.com
                 galens@lauritsenlaw.com

First National Bank is represented by:

          William Troshynski, Esq.
          Timothy P. Brouilette, Esq.
          BROUILETTE LAW OFFICE, P.C., L.L.O.
          501 S. Dewey Street
          P.O. Box 1605
          North Platte, NE 69103
          Tel: 308-532-1600
          E-mail: tim@brouillettelawoffice.com
                  bill@brouillettelawoffice.com


JACKSON GREEN: Terrence J. Byrne Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Thomas S. Utschig of the U.S. Bankruptcy Court for the
Eestern District of Wisconsin authorized Jackson Green LLC to
employ the Law Office of Terrence J. Byrne as its bankruptcy
counsel under a general retainer.  Mr. Byrne charges $275 per
hour.

Mr. Byrne attests that his firm has no adverse interest to the
Debtor's estate.

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.


JACKSON GREEN: Objects to Motion to Dismiss Chapter 11 Case
-----------------------------------------------------------
Jackson Green LLC objects to the motion of MCZ Development
Corporation to dismiss the Debtor's Chapter 11 case.

The Debtor states the motion to dismiss should be denied because
it is seeking to obtain the best possible price for its assets for
all creditors.

The Debtor proposes an orderly sale of the property after
substantial publicity in order to liquidate the property.  The
Debtor states that the second bankruptcy filing was caused by
breaches of numerous leases by tenants, which caused a significant
decrease in cash flow.

The Debtor is represented by:

     Terrence J. Byrne
     P.O. Box 1566
     Wausau, Wisconsin 54402
     (715) 848-2966

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.


JACKSON HEWITT: Needs Speedy Exit From Bankruptcy
-------------------------------------------------
Jackson Hewitt Tax Service Inc. has asked the bankruptcy court to
head off a possible creditor appeal of the Chapter 11 plan
confirmation it expects to win in August.

BankruptcyData.com reports that Jackson-Hewitt Tax Service filed
with the U.S. Bankruptcy Court a supplemental motion requesting
that if its Joint Prepackaged Plan of Reorganization dated May 24,
2011, is confirmed at the Aug. 8, 2011, confirmation hearing, than
the order confirming the Plan provide that the stay imposed by
Rule 3020(e) of the Federal Rules of Bankruptcy Procedure be
waived.  The Company further requests that upon entry of a Plan
confirmation order, the Plan become immediately become effective.

                        About Jackson Hewitt

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

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

BDO Financial serves as financial advisors to the Official
Committee of Unsecured Creditors.

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

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

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

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

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.  But the unsecured creditors won
an extra month to investigate the company's prepackaged
reorganization plan and secured resources for the effort after a
judge refused to place a hard cap on attorneys' fees.


KENTUCKIANA MEDICAL: Opens Emergency Rooms to Boost Revenue
-----------------------------------------------------------
Becker's Hospital Review, citing report from News and Tribune,
says that Kentuckiana Medical Center has proposed opening its
emergency room as a means for improving its financial status.

The hospital said it must receive approval for the ER opening from
a U.S. Bankruptcy Court.  Tim Donahue, the center's chief
restructuring officer, stated the ER would open quickly and could
receive as many as 33 patients every day.  Critics are unsure,
however, of how many of those patients would be uninsured, which
would further complicate the hospital's financial situation.

                      About Kentuckiana Medical

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.


KH FUNDING: Employs Stegman & Company as Accountants
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
authorized KH Funding Company to employ Stegman & Company as
accountants to prepare periodic federal and state income tax
returns and state personal property tax returns, as well as any
reports and tax documents as may be incidental.

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

   Designations               Hourly Rates
   ------------               ------------
   Directors                     $300
   Managers                      $200
   Supervisors                   $175
   Seniors                       $135

Stegman previously estimated that the total fees for the services
requested by the Debtor will be approximately $12,500.

                     About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KUAKINI HEALTH: S&P Lowers Rating on Revenue Bonds to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Hawaii State Department of Budget and
Finance's special purpose revenue bonds, issued on behalf of the
Kuakini Health System (Kuakini), which operates facilities on
the island of Oahu. The outlook is stable.

"The lowered rating reflects our view of Kuakini's operating
losses in fiscal 2010 and through the first nine months of fiscal
2011 as well as its declining volumes for the same period," said
Standard & Poor's credit analyst Geraldine Poon.

"Continued losses or a decline in liquidity could prompt us to
lower the rating further. While we would view a return to positive
operations favorably, it is unlikely that we would raise the
rating within the next two years," Ms. Poon added.


KURRANT MOBILE: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
Management of Cogito Media Group Inc., formerly known as Kurrant
Mobile Catering, Inc., deems additional time is necessary in order
to fully compile the necessary financial information and
adequately complete its financial statements required to prepare
its quarterly report on Form 10-Q for the period ended May 31,
2011.  The Company said additional time is needed in order to
ensure that complete, thorough and accurate disclosure of all
material information is made in its Quarterly Report.  Management
anticipates the filing of its Quarterly Report within the
extension period provided.

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


LA PALOMA: Moody's Rates 1st Lien Secured Debt Facilities at B2
---------------------------------------------------------------
Moody's Investors Service assigned La Paloma's Generating Company
B2 rating on its proposed $364.2 million in 1st lien credit
facilities comprising:

* $299.2 million 6-year 1st lien term loan ($30.2 million to be
  used to cash collateralize letters of credit);

* $65 million 5-year 1st lien working capital facility ($15
  million 1st lien working capital facility plus $50 million 1st
  lien "participated" LCs. "Participated" LCs serve only to
  support the company's hedging program and are not a part of the
  contemplated financing)

The Project's $110 million 7-year 2nd lien term loan and $20
million 2nd lien "Participated" LCs are unrated. The rating
outlook is stable.

La Paloma's existing 1st and 2nd lien ratings have been affirmed
at B3 and Caa2, respectively, and these ratings will be withdrawn
if the proposed financing is completed.

RATINGS RATIONALE

La Paloma owns a combined cycle gas fired power project totaling
1,022 MW in California and has proposed $494.2 million in new
secured debt facilities to refinance existing debt. The proceeds
from the proposed $494.2 million of 1st and 2nd lien debt,
existing cash and roughly $64 million of new equity will be used
to refinance $394.4 million of existing 1st and 2nd lien debt at
La Paloma, fund reserves, collateralize a $30.2 million synthetic
letter of credit, prefund major maintenance and finance
transaction costs.

La Paloma's B2 rating on the proposed 1st lien financing reflects
approximately 82% of hedged gross margin through 2012, incremental
equity investment by La Paloma's sponsors of approximately $64
million, improved operational performance since 2009, elimination
of near term refinancing risk and the Project's competitive
position within the California market.

The rating also considers La Paloma's substantial exposure to the
weak wholesale market for 18% of its gross margins rising to 83%
by 2014, uncertainty regarding carbon regulation in California,
low consolidated 3-year average DSCR of 1.2x and FFO/Debt of 2.5%
under more conservative cases considered by Moody's, imperfections
in the new financial hedges post 2012, highly leveraged capital
structure relative to cash flows and low resiliency to downside
scenarios.

The B2 rating for La Paloma's 1st lien debt considers these credit
strengths and weaknesses:

Key Credit Strengths

* Approximately 82% of gross margin through 2012 are sourced from
  the Morgan Stanley tolling contract (MS Toll) through 2012 or
  expected financial hedges with strongly rated counterparties.

* Improvement in operational performance in 2009 and 2010 with
  availability around 92% and forced outage rate of 2.6% over the
  last two years

* The Project's demonstrated competitive position in the
  California market given historical 68% capacity factor over the
  last three years

* Expected additional equity contributions by La Paloma's sponsors
  totaling approximately $64 million

* Likely strong recovery on the 1st lien debt

* Some project finance features including 6-month debt service
  reserve, capex reserve, security in assets, and 75% excess cash
  sweep in 2011 and 2012 increasing to 100% thereafter

Key Credit Weaknesses

* Exposure to volatile merchant energy and capacity prices in a
  depressed wholesale energy market for 18% of the gross margin
  through 2012 and steeply increasing to 58% in 2013, 83% in 2014
  and 100% by 2016 excluding the 2013 -- 2017 MS Toll extension
  option and 2014 -- 2015 put option floor

* The Project's financial hedges have multiple imperfections while
  the MS Toll can be extended by Morgan Stanley and does not have
  a pass through of carbon costs

* Longer term history of operational problems from commercial
  operations through 2008

* La Paloma only has a capex reserve for the first two years and
  the major maintenance reserve is only 12 months forward looking

* Average 3-year consolidated cash flow metrics correspond to the
  'Caa' category under Moody's methodology with approximately 2.5%
  FFO/Debt and 1.2 times DSCR assuming more conservative cases
  considered by Moody's compared to 5.2% FFO/Debt and 1.43 times
  DSCR under the project's base case. Under the most conservative
  cases considered by Moody's, the Project is forecasted to have
  insufficient cash flow to meet consolidated debt service in some
  years.

* Uncertainty regarding the form and timing on California's
  proposed carbon cap and trade program

* Uncertainty associated with the negotiation of a new Hot Gas
  Path agreement with Alstom

La Paloma's stable outlook reflects Moody's expectation of around
2.5% FFO/Debt and 1.2 times DSCR through 2013, continued improved
operational performance and moderate improvement in wholesale
energy and capacity margins over time.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead to an
upgrade include greater than expected debt reduction, greater
clarity on California's carbon regulation, increased hedging
beyond 2013, significant improvement in wholesale energy and
capacity margins and sustainable cash flow credit metrics solidly
in the 'B' category under Moody's methodology.

The rating could be downgraded if the Project incurs operating
problems, if La Paloma incurs financial metrics below
expectations, if the Project does not achieve the forecasted debt
amortization levels or CO2 regulations adversely affect the
Project.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics and
cash flows.

La Paloma Generating Co. LLC owns a 1,022 MW natural gas-fired,
combined cycle generating facility located in Kern County,
California. La Paloma is owned by a group of institutional
investors.

The last rating action on La Paloma occurred on February 2, 2011
when the existing 1st and 2nd lien debt was affirmed at B3 and
Caa2, respectively, and outlook changed to stable from negative.

The principal methodology used in this rating was Power Generation
Projects published in December 2008. Please see the Credit Policy
page on www.moodys.com for a copy of this methodology.


LEHR CONSTRUCTION: Trustee Taps Marotta Gund as Financial Advisor
-----------------------------------------------------------------
Jonathan L. Flaxer, Chapter 11 Trustee for Lehr Construction
Corp., asks the U.S. Bankruptcy Court for the Southern District of
New York for permission to retain of Marotta Gund Budd & Dzera,
LLC, as his financial advisor.

MGBD will, among other things:

   a) assist the trustee in completing the projects, including
   interacting with customers, subcontractors, insurance agents,
   the Debtor's personnel and other parties, and analyzing the
   financial viability of the various projects;

   b) prepare a liquidation and best interests analysis in
   connection with trustee's preparation of a chapter 11 plan and
   disclosure statement for the Debtor; and

   c) assist the trustee with any budgets in connection with
   financing or other matters.

MGBD's fee structure generally consists of these hourly rates:

         Senior Managing Directors                 $650
         Professional Staff                    $200 - $550
         Paraprofessionals                         $150

The trustee notes that MGBD is providing a 10% discount to the
estate for the services rendered.  However, as part of its final
fee application, and solely with the prior consent of the trustee,
MGBD can seek a "success fee" which such "success fee" will not
exceed the discount provided by MGBD due to the reduction of
MGBD's professional fees.

To the best of the trustee's knowledge, MGBD is a "disinterested
person" as that term is defined in 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: Ch. 11 Trustee Taps Davis Graber as Accountant
-----------------------------------------------------------------
Jonathan L. Flaxer, Chapter 11 trustee for Lehr Construction
Corp., asks the U.S. Bankruptcy Court for the Southern District of
New York for permission to retain Davis, Graber, Plotzker & Ward
LL as his accountant.

As the trustee's accountant, DGPW will, among other things:

   a) prepare all necessary tax returns and any related auditing
   work and all ancillary services that may be required by the
   trustee;

   b) attend meetings and confer with representatives of the
   trustee and his counsel;

   c) perform other services that the trustee may deem necessary.

The trustee proposes to compensate DGPW at its customary hourly
rates for services rendered.

To the best of the trustee's knowledge, DGPW is a "disinterested
person" as that term is defined in 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: Lease Decision Period Extended to Sept. 19
-------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended the period for Jonathan L. Flaxer,
Esq., in his capacity as Chapter 11 trustee for Lehr Construction
Corp., to assume or reject real estate leases of non-residential
real property to Sept. 19, 2011.

Judge Lane also orders that a lease with 902 Associates, LP, will
be deemed rejected as of 11:59 p.m. on July 31, 2011.  In the
event Debtor remains in possession of the premises after July 31,
2011, the parties agree that 902 Associates may file an
administrative expense claim for its use and occupation of the
premises.  In the event Debtor remains in possession beyond July
31, 2011, the rejection date will be modified to reflect the date
Debtor actually surrenders possession.

902 Associates will have an allowed administrative expense claim
against the Debtor in the amount of $181,339.04 which will be
paid in six monthly installments of $30,000 on the 15th day of
each month commencing July 15, 2011, with a final installment of
$1,339.04 due on January 15, 2011.  902 Associates will file on
or before August 31, 2011, a claim for damages arising from the
rejection of the Lease or be forever barred from asserting such
a claim.

The automatic stay will be modified as of 11:59 p.m. July 31,
2011, to permit 902 Associates to take any action it deems
necessary to recover possession of the premises leased to the
Debtor pursuant to the Lease and to take possession of any
security deposit provided by the Debtor.

                    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.


LESARRA ATTACHED: Asks Court to Convert Case to Chapter 11
----------------------------------------------------------
Lessara Attached Homes, L.P., has filed an ex parte motion for the
conversion of its Chapter 11 case to one under Chapter 7, citing
that it has no unencumbered assets left and there is no chance for
a successful reorganization.

Reno, Nevada-based Lesarra Attached Homes, L.P., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 10-50808) on
March 12, 2010.  Stephen R. Harris, Esq., at Harris-Petroni, Ltd.,
in Reno, Nevada, represents the Debtor as counsel.  The Company
estimated its assets and liabilities at $10 million to
$50 million.


LEVEL 3: Sees Growth in Core Network Service Revenue for Q2 2011
----------------------------------------------------------------
Level 3 Communication, Inc., said it is confirming its previously
issued expectation that for the second quarter 2011, the Company
expects sequential growth in Core Network Service revenue to
strengthen.  Additionally, the Company confirms that it expects
low double digit percentage growth in Consolidated Adjusted EBITDA
in 2011 vs. 2010.  Capital expenditures are expected to be
approximately 12 percent of Communications revenue for the full
year 2011, and Free Cash Flow is expected to be roughly breakeven
for the last three quarters of 2011 in aggregate.  These
expectations exclude any effect from the pending Global Crossing
acquisition.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LEVEL 3: Subsidiary to Offer Add'l $600MM of 8.125% Senior Notes
----------------------------------------------------------------
Level 3 Communications, Inc., announced that Level 3 Escrow, Inc.,
its indirect, wholly owned subsidiary, has agreed to sell an
additional $600 million aggregate principal amount of 8.125%
Senior Notes due 2019 in a private offering to "qualified
institutional buyers," as defined in Rule 144A under the
Securities Act of 1933, as amended, and non-U.S. persons outside
the United States under Regulation S under the Securities Act of
1933.  This offering represents an additional offering of the
8.125% Senior Notes due 2019 that were issued on June 9, 2011.
These notes are being offered as additional notes under the same
indenture as the 8.125% Senior Notes issued on June 9, 2011, and
will be treated under that indenture as a single series of notes
with the outstanding 8.125% Senior Notes.  The Company had
originally announced its plans to issue $300 million aggregate
principal amount of additional 8.125% Senior Notes due 2019.
The new 8.125% Senior Notes due 2019 were priced to investors at
98.545% of their principal amount, plus accrued interest from
June 9, 2011, and will mature on July 1, 2019.

The gross proceeds from the offering of the notes will be
deposited into the same segregated escrow account into which the
gross proceeds from the offering of the outstanding 8.125% Senior
Notes were deposited on June 9, 2011.  The gross proceeds from the
offering of the notes will remain in the escrow account until the
date on which certain escrow conditions, including, but not
limited to, the substantially concurrent consummation of the
acquisition by Level 3 of Global Crossing Limited and the
assumption of the notes by Level 3 Financing, Inc., a wholly owned
subsidiary of Level 3 and the direct parent company of Level 3
Escrow, are satisfied.  If the escrow conditions are not satisfied
on or before April 10, 2012, Level 3 Escrow will be required to
redeem the notes.

Following the release of the escrowed funds in connection with the
assumption of the notes by Level 3 Financing, the gross proceeds
from the offering of the notes will be used to refinance certain
existing indebtedness of Global Crossing, including fees and
premiums, in connection with the closing of Level 3's proposed
acquisition of Global Crossing.  To the extent the gross proceeds
from the offering of the notes, together with the gross proceeds
from the offering of the outstanding 8.125% Senior Notes and
proceeds from other indebtedness incurred concurrently with the
closing of Level 3's proposed acquisition of Global Crossing,
exceed, in the aggregate, the amount necessary to refinance
substantially all of such certain existing indebtedness of Global
Crossing, such excess proceeds will be used for general corporate
purposes.  The gross proceeds from the offering will reduce to
zero the outstanding bridge commitment for unsecured debt that
Level 3 has in place with certain financial institutions in
connection with refinancing certain Global Crossing indebtedness.

The offering is expected to be completed on July 28, 2011, subject
to the satisfaction or waiver of customary closing conditions.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LIONCREST TOWERS: Access to GACC Cash Collateral Expires Tomorrow
-----------------------------------------------------------------
On July 12, 2011, the U.S. Bankruptcy Court for the Northern
District of Illinois entered its order authorizing Lioncrest
Towers, LLC's to use cash collateral of Prepetition Lender German
American Capital Corporation through and including July 23, 2011,
notwithstanding the termination of the Debtor's right to use cash
collateral on Jan. 29, 2011.  GACC has consented to the limited
use of cash collateral subject to terms of Cash Collateral Order
dated Nov. 24, 2010, and the Budget attached to the Agreed Order.

A copy of the Agreed Order and Budget is available at:

       http://bankrupt.com/misc/lioncrest.agreedccorder.pdf

Counsel for GACC may be reached at:

     Brad B. Erens, Esq.
     Robert E. Krebs, Esq.
     JONES DAY
     77 W. Wacker Drive
     Chicago, IL 60601-1692
     Tel: (312) 782-3939
     Fax: (312) 782-8585
     E-mail: bberens@jonesday.com
             rkrebs@jonesday.com

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.


LOS ANGELES DODGERS: MLB, Dodgers Fight Over $150M Ch. 11 Funding
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers and Major League Baseball feuded in Delaware bankruptcy
court Wednesday over who would provide a $150 million loan to fund
the team's reorganization, with the team railing against a league-
sponsored alternative as a thinly veiled bid for control of the
club.

A Dodgers executive all but conceded in testimony that MLB's
financing package had better economic terms on its face than the
loan secured by the team from JPMorgan-affiliated hedge fund
Highbridge Principal Strategies LLP, Law360 says.

                   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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

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


LOS ANGELES DODGERS: Judge to Rule on DIP Loan Thursday
-------------------------------------------------------
Judge Pushes Back Decision On Dodgers Bankruptcy Loan
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Kevin Gross declined to rule Wednesday evening
on the contentious battle between the Los Angeles Dodgers and
Major League Baseball over who will fund the team's Chapter 11
case.  Judge Gross, according to the report, said he would take
the nearly 10 hours of arguments made before him under advisement
and would likely issue a written ruling sometime Thursday.

"It's not an easy decision, I assure you," he said.

The Dodgers have a $150 million loan from Highbridge Capital
Management, a hedge fund unit of J.P. Morgan Chase & Co.  MLB has
offered alternative financing on an unsecured basis and at a lower
interest rate.  The league has said the Highbridge deal personally
benefits Dodgers owner Frank McCourt while putting the team in a
worse financial position.

According to DBR, much of Wednesday's hearing centered on the
controversies brewing for years between Mr. McCourt and the MLB,
including the league rejecting several proposed broadcasting deals
and at one point telling Mr. McCourt to sell the Dodgers and Mr.
McCourt leveraging everything from the team's ticket sales to the
land beneath Dodger Stadium.

According to DBR, Judge Gross cautioned both sides to not equate
winning the bankruptcy loan fight with having unfettered control
over the team's case.  "To me, this is about dollars and cents,
this is not the control issue that the parties seem to think it
is," he said. "Major League Baseball, if they get the [loan],
won't be dictating all of the terms.  And if Highbridge gets the
loan, the team won't be free of its obligations to Major League
Baseball."

                  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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Thomas Lauria, Esq., at White & Case,
represents MLB.

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


LV KAPOLEI: CPB Asks for Lift Stay to Foreclose on Property
-----------------------------------------------------------
Secured Creditor Central Pacific Bank asks the U.S. Bankruptcy
Court for the District of Hawaii to lift the automatic stay in
order to exercise all of its rights and remedies under a certain:

   (a) Mortgage, Security Agreement and Fixture Filing dated
       Feb. 22, 2008, executed by Debtor LV Kapolei 54 LLC, as
       mortgagor, in favor of CPB, as mortgagee;

   (b) Assignment of Lessor's Interest in Leases dated February
       22, 2008, executed by the Debtor, as assignor; and

   (c) UCC Financing Statement, which remedies include the
       foreclosure of Debtor's interest in the real property
       consisting of 53.712 acres of land located at Kalaeloa,
       Honouliuli, District of Ewa, State of Hawaii, identified
       as Lot 8035-A and by Tax Map Key No. (1) 9-1-075-035.

Emma S. Matsunaga, Esq., at Kessner Umebayashi Bain & Matsunaga,
in Honolulu, Hawaii, contends that CPB is entitled to relief from
the automatic stay as to the Property for cause because CPB's
interest in the Property is not adequately protected, the Debtor
has no equity in the Property; and the Property is not necessary
for an effective reorganization.

CPB previously filed a foreclosure action in the Circuit Court of
the First Circuit, State of Hawaii.  Subsequently, the Circuit
Court entered CPB's Findings of Fact, Conclusions of Law, and
Order Granting Plaintiff Central Pacific Bank's Motion for Summary
Judgment Against Defendant LV Kapolei 54, LLC and Decree of
Foreclosure Filed on Nov. 9, 2010.

The Circuit Court appointed Dexter Higa as Commissioner in the
Foreclosure Order and he is currently in possession, custody and
control of the Property, Ms. Matsunaga notes.

A public auction was held by the Commissioner on March 23, 2011.
CPB was the highest bidder at the auction with a successful bid of
$16,000,000, subject to confirmation by the Circuit Court.  The
State Foreclosure Action was stayed by the filing of the Chapter
11 petition.

The Debtor is indebted to CPB under a certain Promissory Note
dated Feb. 22, 2008 amounting $21,450,000, in accordance with that
certain Loan Agreement.  The Note is secured by, inter alia, that
certain Mortgage, Security Agreement and Fixture Filing.  The Note
is also secured by that certain Assignment of Lessor's Interest in
Leases dated Feb. 22, 2008, executed by Debtor, as assignor.  The
Note is further secured by a perfected security interest in
personal property related to the Mortgaged Property evidenced by
that certain UCC Financing Statement.

Ms. Matsunaga says that the Debtor has defaulted in the observance
and performance of the terms, covenants and conditions set forth
in the Note and Security Instruments, and accordingly, are in
default thereunder.  The entire amount of the obligation matured
on Feb. 22, 2010 and is now due and payable as:

     Principal Balance               $20,366,975
     Interest to 5/20/11               3,277,385
     Late Fees                            13,233
     Appraisal Fees                       28,481
     Environmental Report Fee              3,769
     Title Report Fees                       350
                                     -----------
     TOTAL                           $23,690,195

plus interest which continues to accrue at the per diem rate of
$6,788 for each day from May 20, 2011, together with reasonable
attorneys' fees and costs.

                          About LV Kapolei

San Francisco, California-based LV Kapolei 54, LLC, is developing
the 54-acre Kapolei Business Park in Hawaii.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
11-00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner
Choi & Verbrugge, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $35,162,973 in assets and $23,955,318 in
liabilities as of the chapter 11 filing.


LV KAPOLEI: KBP Seeks To Lift Stay to Recover $25 Million
---------------------------------------------------------
Secured Creditor KBP Industrial LLC is the assignee of the Note,
Mortgage, Security Agreement and other loan documents formerly
held by Central Pacific Bank.

KBP asks the U.S. Bankruptcy Court for the District of Hawaii to
lift the automatic stay because the Debtor LV Kapolei 54 LLC filed
a single asset real estate case and has not filed a plan with a
reasonable possibility of confirmation in a reasonable amount of
time.

The Troubled Company Reporter previously reported that KBP argued
that the Chapter 11 plan:

   -- violates Sections 1123 and 1124(2) by attempting to cure
      the Debtor's default and modify the secured loan by
      improperly extending the prepetition maturity date of the
      loan for at least 4 years;

   -- purports to subordinate the rights and remedies of secured
      creditor to construction costs of Debtor's proposed CPR
      development project;

   -- unfairly shifts significant risks of Debtor's development
      to Secured Creditor with a CPR development, not a
      subdivision development, which causes deterioration over
      time in the value of secured creditor's collateral.

Ted N. Pettit, Esq., at Case Lombardi & Pettit, in Honolulu,
Hawaii, contends that since the Debtor's Plan is defective as a
matter of law and cannot be confirmed, KBP is entitled to relief
from stay.

Mr. Pettit also argues that the Debtor has not provided adequate
protection because it has not made any payments on the secured
loan since October 2009.  The Debtor has accrued unpaid real
property taxes plus penalties and interest of approximately
$644,876 for the period 2009 to July 2011.

Mr. Pettit notes that payment amounting $134,907 is due for real
property taxes in August 2011.

If the Court determines that the stay must remain in place, then
the Court should order adequate protection payments at the default
interest rate of 12% per annum or $197,418 per month or, at the
contract interest rate of 4.19 % per annum or $82,718 per month
and payment of the August 2011 real property taxes of $134,907 by
August 20, 2011 and legal expenses incurred by KBP as a result of
Debtor's default, Mr. Pettit asserts.  He adds that if any
adequate protection payment is not made when and as due as ordered
by the court, then the stay should be terminated immediately upon
default by Debtor.

                          About LV Kapolei

San Francisco, California-based LV Kapolei 54, LLC, is developing
the 54-acre Kapolei Business Park in Hawaii.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
11-00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner
Choi & Verbrugge, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $35,162,973 in assets and $23,955,318 in
liabilities as of the chapter 11 filing.


MEDIA GENERAL: Moody's Changes Rating Outlook to Negative
---------------------------------------------------------
Moody's Investors Service changed Media General, Inc.'s rating
outlook to negative from stable. The outlook change reflects
Moody's concern that Media General's capacity to reduce debt will
be weakened by the cost of refinancing its credit facility that
matures in March 2013. In addition, Moody's is concerned that
Media General's already modest free cash flow generation and debt
reduction capacity is vulnerable to weakness in the advertising
market. Moody's expects Media General will manage its cost
structure more aggressively going forward, but the company's
modest free cash flow generation and high leverage limit its
financial flexibility. Media General's B2 Corporate Family Rating
(CFR) is not affected.

Outlook Actions:

   Issuer: Media General, Inc.

   -- Outlook, Changed To Negative From Stable

RATING RATIONALE

Media General's ability to refinance its March 2013 credit
facility maturity ($70 million undrawn revolver and $364 million
term loan) is a critical rating issue. Moody's is concerned that
pressure is building for the company to resolve the maturity at a
time when credit market conditions have weakened. Moody's believes
Media General can address its maturity, but it is increasingly
probable that the cost of a refinancing will exceed the
approximate $10 million annual benefit it will reap from the
expiration of its interest rate swap in August 2011. As a result,
Moody's expects an increase in interest costs will negatively
affect the company's free cash flow and ability to pay down debt.

Moody's believes Media General's flexibility is hampered by its
debt structure and prior actions to manage through the recession.
The company eliminated its dividend, provided security and
guarantees to its bank lenders to obtain covenant amendments, and
issued a secured bond in February 2010 to help reduce borrowings
under and extend the term of its prior credit facility. Because
Media General's entire debt structure is secured, Moody's believe
this limits future refinancing options as its ability to offer
prospective lenders a senior position to the bonds is limited. In
addition, the appetite for an unsecured transaction is likely to
be low and the existing secured notes are not callable until
February 2014 (except via an unattractive make-whole premium).

Media General's high debt-to-EBITDA leverage (approximately 7.5x
LTM 6/26/11 incorporating Moody's standard adjustments) and
exposure to newspapers are credit concerns as Moody's expects
continued newspaper revenue pressure. Media General earnings are
more heavily geared to its broadcast operations (approximately
3/4ths of LTM 6/26/11 EBITDA prior to corporate expenses) and
Moody's projects a strong year for political advertising will lift
consolidated EBITDA in 2012. However, newspapers are an ongoing
drag (print revenue and segment platform EBITDA were down 9.7% and
60%, respectively, in the second quarter) that limits the
company's ability to meaningfully grow free cash flow. Media
General's heavy reliance on cyclical advertising also could hinder
its ability to repay debt and reduce leverage should operating
conditions in its Southeastern U.S. operating footprint remain
soft or weaken.

The SGL-3 speculative grade liquidity rating reflects Media
General's modest projected free cash flow generation and absence
of debt maturities over the next 12 months. The cash balance
($13.6 million as of 6/26/11) and the undrawn $70 million revolver
provide liquidity support. Moody's is concerned that Media
General's cushion under its financial maintenance covenants will
decline when the covenants tighten in 2012. While there is some
risk of a covenant violation, Moody's considers the need to
refinance the March 2013 credit facility maturity a more pressing
issue that Media General will seek to resolve prior to any
covenant breach. An inability to timely deal with the maturity or
heightened risk of a covenant violation would likely result in a
downgrade of the liquidity rating to SGL-4 and pressure on Media
General's long-term ratings.

Media General's B2 CFR reflects the company's good local market
media position, high leverage, modest free cash flow generation
and refinancing risk related to the 2013 maturity of its credit
facility. The company has good local news and information
infrastructure, strong local advertiser relationships, and markets
with generally favorable long-term growth prospects. Revenue is
concentrated in the Southeast and is vulnerable to cyclical client
spending. Moody's believes the recovery from the economic downturn
in markets such as Tampa that were hit hard by the real estate
crisis will be slow. Media General's mature newspaper and
broadcast properties are also facing increasing competition as
media consumption habits shift to online and mobile platforms.
Moody's expects this to pressure advertising volumes and weaken
pricing power over the long-term. Debt-to-EBITDA leverage is high
and free cash flow is likely to be minimal in 2011 in an off-
election year.

Media General's ratings could be downgraded if the company's
capacity to reduce debt weakens or if liquidity deteriorates. An
upgrade is unlikely. However, Moody's would consider an upgrade of
Media General's ratings if it addresses its maturities, is able to
generate revenue stability, alleviate downward pressure on its
newspaper earnings, maintain a good liquidity position, and
sustain debt-to-EBITDA leverage below 5x and free cash flow-to-
debt above 7%.

The principal methodology used in rating Media General was the
Global Broadcast Industry Methodology published in June 2008.

Media General, headquartered in Richmond, VA, is a local news,
information and entertainment provider. The company operates 18
television stations, 20 daily newspapers, more than 200 other
publications, and online enterprises primarily in the Southeastern
United States. Revenue was approximately $660 million for the LTM
ended June 2011.


MERCANTILE BANCORP: Gets Exchange Listing Extension From NYSE
-------------------------------------------------------------
Mercantile Bancorp, Inc. reported it had received notice on July
18, 2011 from NYSE Amex, LLC (the "Exchange") accepting the
Company's plan of compliance and granting an extension.  The
letter indicates the Company remains below certain of the NYSE
Amex's continued listing standards regarding stockholders' equity,
losses from continuing operations, and net losses in recent fiscal
years, as set forth in Sections 1003(a)(i), (ii) and (iv) of the
Company Guide, as first reported on April 29, 2011.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange.  Based on a review of the information
presented by the Company, as well as ongoing conversations with
Company representatives, the Exchange has notified the Company
that it accepted the Company's plan of compliance and granted the
Company an extension.  The Exchange has determined that, in
accordance with Section 1009 of the Company Guide, the Company has
made a reasonable demonstration of its ability to regain
compliance with Sections 1003(a)(iv) of the Company Guide by
January 17, 2012, and Section 1003(a)(i) and (ii) of the Company
Guide by October 24, 2012.  The continued listing is subject to
various conditions, including the completion of a sale or
significant progress toward a sale by the Company of certain
assets by September 30, 2011, completion of a capital raising
transaction as required by applicable banking regulators by
December 31, 2011, and other financial improvements.

The Company will be subject to periodic review by the Exchange
during the extension period. Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the Exchange.
About Mercantile Bancorp

                  About Mercantile Bancorp

-- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank
holding company with wholly owned subsidiaries consisting of one
bank in Illinois and one each in Kansas and Florida, where the
Company conducts full-service commercial and consumer banking
business, engages in mortgage banking, trust services and asset
management, and provides other financial services and products.
The Company also operates Mercantile Bank branch offices in
Missouri and Indiana.

The Company's balance sheet as of March 31, 2011, showed
$904.0 million in total assets, $909.3 million in total
liabilities, and a stockholders' deficit of $5.3 million.

As reported in the TCR on April 26, 2011, BKD, LLP, in Decatur,
Illinois, expressed substantial doubt about Mercantile Bancorp's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary banks to be
undercapitalized and resulting in consent orders to be issued by
their primary regulators.


MICROBILT CORP: Chex Systems Fails to Block Kwall Employment
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
denied Chex Systems' request to deny the Florida counsel
employment of Kwall, Showers & Barack, P.A., for Debtor MicroBilt
Corporation and CL Verify LLC.

Chex previously told the Court that retention of Florida counsel
at this time is premature and a waste of estate resources in light
of the procedural nature of the cases (i.e., either the Florida
Court's disposition will resolve the cases or the Florida Court
will rule on the Debtors' request to transfer venue).

As reported in the Troubled Company Reporter on June 20, 2011, the
Court approved the employment of Kwall, Shower, as its special
litigation counsel.

                      About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of $150
million to $180 million.


MONEYGRAM INT'L: To Vote on Executive Compensation Every 3 Years
----------------------------------------------------------------
At the annual meeting of stockholders of MoneyGram International,
Inc., held on May 11, 2011, the Company's stockholders voted on,
among other matters, an advisory proposal concerning the frequency
of future advisory votes on executive compensation.  At the
meeting, consistent with the Board of Directors' recommendation,
the frequency of once every three years received the highest
number of votes, as well as the majority of the votes, voted with
respect to the proposal.  In light of this vote and other factors,
the Board of Directors has determined, at a meeting held on
July 12, 2011, that the Company will hold an advisory vote on
executive compensation once every three years.  The Company will
re-evaluate this determination in connection with its next
stockholder advisory vote regarding the frequency of future
advisory votes on executive compensation, which will be no later
than the Company's annual meeting of stockholders in 2017.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MP-TECH AMERICA: Wants to Employ H&J Associates as Accountants
--------------------------------------------------------------
MP-Tech America LLC seek authority from the U.S. Bankruptcy Court
for the Middle District of Alabama to employ H&J Associates PC as
accountant and tax consultant.

The Debtor needs H&J to (i) prepare tax returns, both state and
federal, (ii) prepare 1099 and 1096 forms on behalf of MP-Tech to
be issued to third party vendors.

The fees for the services to be rendered by H&J are:

   * Preparation of tax returns for MP-Tech, Inc and MP-Tech
     America, LLC: $5,500;

   * Assisted other financial services including Monthly
     Operating Report: $6,500;

   * Payroll Service including W2 and 1099 (Bi-Weekly, #150
     Employees): $1,500/M.

Jeong M. Lee, a member of H&J, assures the Court that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


NALCO COMPANY: Moody's Reviews Ratings for Upgrade
--------------------------------------------------
Moody's Investors Service placed Nalco Finance Holdings LLC
(Nalco, Ba2) and Nalco Company's ratings under review for a
possible upgrade following the announcement by Ecolab, Inc.
(Ecolab, A2) that it will purchase Nalco's equity, in a friendly
transaction, for $5.4 billion.

Our review of Nalco's ratings will focus on whether Ecolab will
guarantee Nalco's debt and, if not, the imputed support and
ratings uplift attributable to Ecolab and the strategic nature of
its investment in Nalco. Without a guarantee, Moody's would expect
Nalco CFR to be rated modestly higher assuming there is some
uplift from being owned by Ecolab. If Nalco's debt is not
guaranteed, Moody's will also consider the level of financial
disclosure available in order to maintain a rating on Nalco
following the acquisition. In the event that substantially all of
Nalco's rated debt is redeemed then Moody's would withdraw the
ratings. The transaction's closing is subject to certain
conditions and regulatory requirements.

Ratings placed under review

Nalco Finance Holdings LLC

Corporate Family Rating Ba2

Probability of Default Rating Ba2

Nalco Company

Guaranteed senior secured revolver due 2014 -- Ba1

Guaranteed senior secured term loan B due 2017 -- Ba1

Guaranteed senior secured term loan C due 2016 -- Ba1

Guaranteed senior secured term loan C1 due 2016 -- Ba1

Guaranteed senior unsecured notes due 2017 -- Ba2

Guaranteed senior unsecured notes due 2019 -- Ba2

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

Nalco Company (Nalco), headquartered in Naperville, Illinois, is a
global producer of water treatment and process chemicals for
industrial and institutional applications. Revenues were $4.4
billion for the last twelve months ended March 31, 2011. Nalco
Company is a wholly-owned subsidiary of Nalco Holdings LLC. Nalco
Finance Holdings LLC is a direct parent of Nalco Holdings LLC.


NANA DEVELOPMENT: Moody's Affirms 'B2' CFR After Revised Deal
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family and
Probability of Default Ratings of NANA Development Corporation.
Concurrently, ratings have been assigned instruments that will
take the place of a previously planned $435 million first lien
term facility. The revised deal will include a $175 million first
lien term facility, assigned a Ba3 rating, and a $260 million
second lien term facility, assigned a B3 rating. Proceeds of the
term loans will help fund NANA's acquisition of Grand Isle
Shipyard, Inc. Following close of the transaction Moody's
estimates debt to EBITDA would exceed 6x, on a Moody's adjusted
basis (which excludes the equity contribution derived from Red Dog
Mine royalties).

RATINGS RATIONALE

The B2 rating has been affirmed because Moody's expects that,
while integrating GSI, the company can de-lever and bring credit
metrics in line with the rating level. FYE 9-2012 cash flow
prospects are helped by the Red Dog Mine, a zinc mine in Alaska
owned by NANA's parent and being operated by Teck Alaska Inc. Net
Royalty proceeds from the mine operations received by the parent
are to be contributed to NANA by way of an equity contribution
agreement. Moody's expects a commodity price environment whereby,
assuming continued production efficiency, Red Dog Mine's recent
income levels will continue near-term and thus provide cash flow
via the agreement for debt reduction. Credit metric gains,
however, will be somewhat weaker than was expected when the CFR
was initially assigned because of higher borrowing costs under
NANA's revised financing plan, but Moody's still expects metrics
at supportive levels for the rating.

The B2 rating further considers NANA's good revenue size and
established position as a U.S. government services and base
maintenance contractor, against high leverage and risks associated
with new business activities. Through the GIS acquisition, NANA
plans to enter the U.S. Gulf offshore oil and gas maintenance,
repair, overhaul ("MRO") business and to penetrate these service
offerings into the northern Alaska waters that border NANA's
region. GIS' growth in Alaska will depend on the level of energy
production activity within the region and the company's ability to
secure new contracts, which could be complicated by GIS' limited
offshore operational experience in the region. The rating
recognizes that NANA has never undertaken an acquisition of this
magnitude and that the company could be challenged to boost the
relatively low margins of its existing U.S. government contracting
business simultaneously.

The outlook remains stable reflecting liquidity profile adequacy,
and a good backlog level at NANA's U.S. government contracting
business that provides revenue visibility. The company's liquidity
sources include the planned $85 million asset-based, five-year
revolver (unrated). Moody's expect sufficient near-term financial
ratio covenant compliance headroom under both the revolving credit
and the term loan facilities.

Upward rating momentum would depend on expectation of debt to
EBITDA in the low 4x range with free cash flow to debt in the
upper single digit range. Downward rating pressure would grow
without occurrence of debt reduction and earnings growth--
sustaining debt to EBITDA in the 6x range or higher, or if the
free cash flow level were to be low, or if the liquidity profile
were to weaken.

Ratings affirmed:

Corporate family, B2

Probability of default, B2

Ratings assigned:

$175 million first lien term loan due 2016, Ba3, LGD 3, 30%

$260 million second lien term loan due 2016, B3, LGD 5, 70%

Ratings withdrawn:

$435 million first lien term loan due 2017

The principal methodology used in rating NANA Development Corp was
the Global Aerospace and Defense Industry Methodology, published
June 2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

NANA Development Corporation, Inc. maintains an investment
portfolio of various business segments including contract
services, hospitality/tourism, management services and oilfield
and mining services. Revenues in FY2010 were approximately $1.4
billion.


NEBRASKA BOOK: Taps Kirkland Ellis to Handle Reorganization Case
----------------------------------------------------------------
Nebraska Book Company, Inc., asks the U.S. Bankruptcy court for
the District of Delaware for permission to employ Kirkland & Ellis
LLP as counsel.

Kirkland will, among other things:

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

   b. take all necessary actions to protect and preserve the
   Debtors' estates, including prosecuting actions on the Debtors'
   behalf, defending any action commenced against the Debtors, and
   representing the Debtors in negotiations concerning litigation
   in which the Debtors are involved, including objections to
   claims filed against the Debtors' estates; and

   c. prepare pleadings in connection with these chapter 11 cases,
   including motions, applications, answers, orders, reports, and
   papers necessary or otherwise beneficial to the administration
   of the Debtors' estates.

The hourly rates of Kirkland's personnel are:

         Partners                   $590 - $995
         Of Counsel                 $450 - $965
         Associates                 $360 - $715
         Paraprofessionals          $145 - $305

These professionals are expected to have primary responsibility
for providing services to the Debtors:

         Marc Kieseistein, P.C.        $985
         Chad J. Husnick               $695
         Daniel R. Hodgman             $590

In addition, as necessary, other Kirkland professionals and
paraprofessionals will provide services to the Debtors.

Kirkland received $250,000 as classic retainer on Dec. 23, 2010.
In addition, the Debtors paid subsequent classic retainers for
$150,000 on March 29, 2011, and $200,000 on June 24.

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

                    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.

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEBRASKA BOOK: Meeting of Creditors Scheduled for Aug. 9
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Nebraska Book Company, Inc.'s Chapter 11 case on Aug. 9, 2011,
at 11:00 a.m., prevailing Eastern time.  The meeting will be held
at J. Caleb Boggs Federal Courthouse, 844 King Street, 5th Floor,
Room 5209, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                    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.

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEBRASKA BOOK: Taps AlixPartners LLP as Restructuring Advisors
--------------------------------------------------------------
Nebraska Book Company, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ AlixPartners,
LLP as restructuring advisors.

AlixPartners will, among other things:

   a. assist the Debtors in preparing a debtor-in-possession
   forecast and with other short-term cash flow and liquidity
   forecasting, including updating, monitoring and reporting
   actual activity versus forecast and with other reporting that
   may be required by the Debtors' lenders or other parties-in-
   interest;

   b. assist the Debtors with strategies for managing cash,
   including prioritizing accounts payable;

   c. develop information in connection with the Debtors' chapter
   11 filings, including assisting counsel with information and
   analysis necessary to support "first day" motions and assisting
   the accounting department with related issues such as cutoff
   and segregation of pre- and postpetition activity;

The hourly rates of AlixPartners professionals anticipated to be
assigned to the case are:

         Managing Directors             $740 - $995
         Directors                      $560 - $695
         Vice Presidents                $415 - $540
         Associates                     $295 - $395
         Analysts                       $260 - $290
         Paraprofessionals              $200 - $220

AlixPartners typically works for compensation that includes base
fee and contingent incentive compensation earned upon achieving
meaningful results.  In the instant case, AlixPartners seeks, as
part of its Fee Structure, a success fee if the Debtors (i)
confirm a chapter 11 plan of reorganization that becomes
effective; or (ii) completes one or more transactions that
substantially transfer a significant portion of the business as a
going concern to another entity after the Debtors file for
chapter 11.  The amount of the success fee is:

   a. $500,000, in the event the Transaction is not prepackaged or
   pre-arranged;

   b. $425,000, if the Transaction is prepackaged or pre-arranged
   and the time between the filing of the chapter 11 petition and
   the effective date is more than 120 days; or

   c. $350,000, if the Transaction is prepackaged or pre-arranged
   and the time between filing of the chapter 11 petition and the
   effective date is 120 days or less.

AlixPartners received an initial advance retainer of $300,000 on
May 27, 2011, from the Debtors.  Pursuant to the Engagement
Letter, invoiced amounts have been recouped against the retainer,
and payments on the invoices have been used to replenish the
retainer.  During the 90 days prior to commencement of these
chapter 11 cases, the Debtors paid AlixPartners a total of
$695,135, incurred in providing services to the Debtors in
contemplation of, and in connection with, prepetition
restructuring activities.

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

                    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.

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEBRASKA BOOK: U.S. Trustee Appoints 4-Member Creditors Committee
-----------------------------------------------------------------
Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed four unsecured creditors to
serve on the Official Committee of Unsecured Creditors of Nebraska
Book Company, Inc.

The Creditors Committee members are:

      1. U.S. Bank National Association
         ATTN: James E. Murphy
         100 Wall Street
         Suite 1600,
         New York, NY 10005
         Tel: (212) 361-6174
         Fax: (212) 514-6841

      2. The Bank of New York Mellon Trust Company N.A.
         Trustee
         ATTN: David M. Kerr,
         101 Barclay Street
         New York, NY 10283
         Tel: (212) 815-5650
         Fax: (732) 667-9322

      3. Pearson Education, Inc.
         ATTN: Daniel R. Lennon
         One Lake Street
         Upper Saddle River,
         NJ 07458
         Tel: (201) 236-3430,
         Fax: (201) 818-8749

     4. JanSport
        A Division of VF Outdoor
        ATTN: Lisa Eickert
        P.O. Box 1817, Appleton WI
        54912
        Tel: (920) 735-1954
        Fax: (920) 735-1929

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.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP as lawyers and Mesirow Financial Inc. as financial
advisers.

Nebraska Book has prepared a pre-packaged Chapter 11 plan that
would swap some of the existing debt for new debt, cash and the
new stock.


NEBRASKA BOOK: Seeks to Hire Rothschild as Investment Banker
------------------------------------------------------------
Nebraska Book Company, Inc., has asked the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ:

          Todd R. Snyder
          ROTHSCHILD INC.
          1251 Avenue of the Americas
          New York, NY 10020
          Phone: (212) 403-5246
          Fax: (212) 403-5454
          E-mail: todd.snyder@rothschild.com

as their investment banker and financial advisor nunc pro tunc to
the Petition Date.

The Debtors says Rothschild has extensive experience in, and an
excellent reputation for, providing high-quality investment
banking and financial advisory services to debtors in bankruptcy
reorganizations and other restructurings.

The parties have entered into the Engagement Letter, which governs
the relationship between Rothschild and the Debtors.  Rothschild
will provide a broad range of necessary financial advisory and
investment banking services in order to advise the Debtors in the
course of the Chapter 11 cases, including:

   a. identify and/or initiate potential Transactions;

   b. review and analyze the Debtors' assets and the operating and
      financial strategies of the Debtors;

   c. evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

   d. assist the Debtors and their professionals in reviewing the
      terms of any proposed Transaction, in responding thereto
      and, if directed, in evaluating alternative proposals for a
      Transaction;

   e. determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

   f. advise the Debtors on risks and benefits of considering a
      Transaction with respect to the Debtors' immediate and long-
      term business prospects and strategic alternatives to
      maximize the Debtors' business enterprise value;

   g. review and analyze any proposals the Debtors receive from
      third parties in connection with a Transaction, including,
      without limitation, any proposals from debtor-in-possession
      financing, as appropriate;

   h. assist or participate in negotiations with the parties in
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or claimants
      against the Debtors and/or their respective representatives
      in connection with a Transaction;

   i. advise the Debtors with respect to, and attend, meetings of
      the Debtors' board of directors and its committees, creditor
      groups, official constituencies and other interested
      parties, as necessary;

   j. participate in hearings before the Bankruptcy Court and
      provide relevant testimony with respect to the matters and
      issues arising in connection with any proposed plan of
      reorganization; and

   k. render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors.

Subject to the Court's approval, the Engagement Letter provides
for the following compensation to Rothschild in consideration for
services to be performed in these chapter 11 cases:

     a. Monthly Advisory Fee of $175,000;

     b. Completion Fee of $3,750,000, payable upon the earlier of
        the confirmation and effectiveness of a plan of
        reorganization and the closing of another Transaction;

     c. New Capital Fee equal to:

           i. 1.0 percent of the face amount of any senior secured
              debt raised including any debtor-in-possession
              financing raised;

          ii. 2.5 percent of the face amount of any junior secured
              debt raised;

         iii. 3.5 percent of the face amount of any unsecured debt
              raised;

          iv. 5.0 percent of any equity raised; and

           v. for any hybrid capital raised, an amount to be
              determined in good faith consistent with the fee
              scale and based upon the debt and/or equity
              components of such hybrid capital;

      d. In addition to the fees, and regardless of whether any
         Transaction or Financing occurs, the Debtors will
         promptly reimburse Rothschild on a monthly basis for
         travel and other reasonable out-of-pocket expenses
         incurred in connection with Rothschild's activities under
         the Engagement Letter, including all fees, disbursements
         and other charges of counsel and other consultants and
         advisors to be retained by Rothschild.

To the best of the Debtors' knowledge, Rothschild is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code.

                Committee's Objects to Application

The Official Committee of Unsecured Creditors states that the
Debtors' application to employ Rothschild Inc. as investment
banker and financial advisor should not be approved unless the
terms of Rothschild's engagement are modified.  The Committee
recognizes that the Debtors need a qualified investment
banker/financial advisor to assist them during the course of
these chapter 11 cases to successfully restructure their balance
sheet and emerge from bankruptcy protection.

Certain aspects of Rothschild's proposed compensation package and
terms of retention are not reasonable and should not be approved
unless modified.  The Committee objects to Rothschild receiving
both the Completion Fee of $3,750,000 and the New Capital Fee, the
precise amount of which is dependent on the amount of debt, equity
or hybrid capital raised by Rothschild, because the combination of
these two fees plus the Monthly Fee of $175,000 per month would
result in an unreasonable amount of total compensation being paid
to Rothschild in these cases.  If the terms of its retention are
approved as proposed, Rothschild could receive as much as
$6,750,000 in the aggregate on account of the Completion Fee and
New Capital Fee, in addition to its Monthly Fee of $175,000 per
month, depending on the amount of debt, equity or hybrid capital
that the Debtors issue in connection with funding a plan and
emerging from bankruptcy protection.

The Committee also objects to the circumstances under which a New
Capital Fee would become payable to Rothschild and the proposed
standard of review that would apply to approval of any such fee
by the Court.

As currently proposed, the New Capital Fee would be payable to
Rothschild regardless of whether exit financing and/or an equity
infusion is provided by a party that is already part of the
Debtors' existing capital structure and, therefore, already
involved and invested in the outcome of these cases, or by a new
party whose financing or investment was procured through
Rothschild's efforts.  Given that the Plan Support Agreement
requires confirmation of the Debtors' plan by no later than
November 3, 2011, it is reasonable to assume that the parties to
the Plan Support Agreement will assist in procuring or provide the
necessary financing to consummate the proposed restructuring and
plan.  Rothschild should not be entitled to a fee in this
scenario, unless it demonstrates that its efforts to procure
financing from parties outside of the Debtors' existing capital
structure resulted in the Debtors' receiving better economic
terms for financing from parties within their existing capital
structure.

The Committee requests that the proposed reimbursement of
Rothschild's legal fees as an expense in connection with its
engagement be subject to review by the Committee and, in the
event of an objection, the Court for reasonableness.

The Committee is represented by:

     Joseph H. Huston, Jr., Esq.
     STEVENS & LEE, P.C.
     1105 North Market Street, Suite 700
     Wilmington, Delaware 19801
     Phone: (302) 425-3310
     Fax: (610) 371-7972
     E-mail: jhh/masa@stevenslee.com

                   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.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP as lawyers and Mesirow Financial Inc. as financial
advisers.

Nebraska Book has prepared a pre-packaged Chapter 11 plan that
would swap some of the existing debt for new debt, cash and the
new stock.


NEBRASKA BOOK: Creditors Committee Objects to DIP Motion
---------------------------------------------------------
The Official Committee of Unsecured Creditors objects to Nebraska
Book Company, Inc., and its debtor affiliates' request to obtain
postpetition financing.

The Committee complains that the DIP Motion and the DIP Facility
include certain extraordinary provisions, which are unreasonable,
overreaching and otherwise inappropriate.  The objectionable
provisions relate to the granting to the DIP Lenders liens,
replacement and adequate protection liens on the proceeds of
avoidance actions and would allow the DIP Lenders to satisfy their
DIP Liens and Superpriority Claims, which include $26.3 million in
First Lien Obligations rolled up into the DIP Facility, from the
proceeds of the avoidance actions, Joseph H. Huston, Jr., Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, tells the Court.

The Committee also asserts that avoidance actions and their
proceeds should not be subject to the First Lien Adequate
Protection Liens granted to the First Lien Agent nor should the
Avoidance Actions and their proceeds be subject to the First Lien
507(b) Claims of the First Lien Agent and lenders.

                     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.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP as lawyers and Mesirow Financial Inc. as financial
advisers.

Nebraska Book has prepared a pre-packaged Chapter 11 plan that
would swap some of the existing debt for new debt, cash and the
new stock.


NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global
------------------------------------------------------------
NeoMedia Technologies, Inc., on July 13, 2011, issued and sold a
secured convertible debenture in the amount of $450,000 to YA
Global Investments, L.P., a full-text copy of the Debenture is
available at no charge at http://is.gd/Aq1btH

The July Debenture was issued in accordance with the provisions of
that certain Agreement between the Company and the Buyer dated
June 28, 2011.  Pursuant to the Agreement, the Company agreed to
issue and sell to the Buyer three secured convertible debentures
that, combined, will have an aggregate principal amount of
$1,050,000 upon their issuance.  Regarding each of the individual
Debentures, the Company agreed to issue and sell (i) a secured
convertible debenture in the amount of $250,000 which the Buyer
purchased and the Company issued on June 28, 2011, (ii) the July
Debenture, and (iii) a secured convertible debenture in the amount
of $350,000 which the Company agreed to issue, subject to the
Buyer's sole discretion to purchase and subject to the
satisfaction of certain closing conditions, on or before Aug. 15,
2011.

The July Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and such interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the July Debenture to the
extent that after giving effect to such conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the July Debenture via Optional Redemption by
paying the amount equal to the principal amount being redeemed
plus a redemption premium equal to 10% of the principal amount
being redeemed, and accrued interest.

The July Debenture is secured by certain pledges made with respect
to the assets of the Company and its subsidiaries as set forth in
the Eleventh Ratification Agreement, dated June 28, 2011, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.26 million in total assets, $79.42 million in total
liabilities, all current, $7.52 million in Series C convertible
preferred stock, $2.50 million in Series D convertible preferred
stock, and a $81.18 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NET TALK.COM: OKs Issuance of 2.4-Mil. Shares Under Option Plan
---------------------------------------------------------------
Net Talk.com, Inc., on Nov. 15, 2009, adopted the 2010 Stock
Option Plan which is intended to advance the interests of the
Company's shareholders by enhancing the Company's ability to
attract, retain and motivate persons who make important
contributions to the Company by providing those persons with
equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of those persons with
those of the Company's shareholders.  All of the Company's
employees, officers, and directors, and those Company's
consultants and advisors (i) that are natural persons and (ii) who
provides bona fide services to the Company not connected to a
capital raising transaction or the promotion or creation of a
market for the company's securities, are eligible to be granted
options or restricted stock awards under the Plan.  The maximum
aggregate number of shares of the Company's common stock that may
be issued under the Plan is 10,000,000 shares of the Company's
common stock.

On July 19, 2011, Net Talk.com, Inc., approved and issued
2,400,500 shares of common stock to be issued and distributed
under the Company's 2010 Stock Option Plan.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/kCbumr

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at March 31, 2011, showed
$4.74 million in total assets, $38.27 million in total
liabilities, all current, $2.55 million in redeemable preferred
stock $0.001 par value, and a $36.09 million total stockholders'
deficit.

Net Talk.com reported a net loss of $6.31 million on $737,498 of
revenues for the fiscal year ended Sept. 30, 2010, compared with a
net loss of $2.74 million on $115,571 of revenues in fiscal 2009.


NEW STREAM: Enters into $300,000 Insurance Premium Pact with PHL
----------------------------------------------------------------
Judge Mary Walrath approved the settlement agreement between New
Stream Insurance, LLC and PHL Variable Insurance Company for the
resolution of insurance premiums related to the policies of
Bernard Fidel and Carmella Damato.

Under the settlement, New Stream and PHL agree that PHL will
withdraw from the Court's registry all premiums paid into it
relating to both Policies.  Then, PHL will refund to New Stream
$300,000 in full and final satisfaction of any claims New Stream
may have against PHL as a result of PHL's exercise of setoff
against New Stream's collateral.

In 2007, PHL issued two life insurance policies: (1) one for
Bernard Fidel and the Bernard Fidel 2007 Irrevocable Trust
applied, where insurance premiums totaling $257,742 were paid on
account of the Fidel Policy; and (2) another for Carmella Damato
and the Carmella Damato 2007 Irrevocable Trust, where insurance
premiums for $364,354 were paid on account of the Damato Policy.

New Stream obtained a security interest in the Policies as part of
separate agreements to provide financing of the premiums for the
Policies.

In 2009, PHL sought to rescind the Policies by filing complaints
in a Minnesota district court.  PHL further sought to retain all
premiums on the Policies to set off the damages it alleged.  New
Stream intervened, asserting that PHL is not entitled to set off
any premiums.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.  New Stream chiefly invested in
the so-called life settlement market, where life insurance
policies are purchased for less than the death benefit from owners
of policies on individuals' lives.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates -- New
Stream Insurance, LLC, New Stream Capital, LLC, and New Stream
Secured Capital, L.P. -- filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed
prepackaged Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M. Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC Inc. estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC LP
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors hired Kurtzman
Carson Consultants LLC as its communications agent; Houlihan Lokey
Howard & Zukin Capital, Inc., as its financial advisor and
investment banker; and Zolfo Cooper, LLC, as its forensic
accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NEW YORK MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: New York Management LLC
        c/o Variazioni
        248 West 35th Street, 14th floor
        New York, NY 10001

Bankruptcy Case No.: 11-13432

Chapter 11 Petition Date: July 19, 2011

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

Judge: Allan L. Gropper

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG, MUSSO & WEINER, LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-13432.pdf

The petition was signed by Bahram Hedvat, managing member.


NEXTWAVE WIRELESS: Fails to Pay Maturing First-Lien Notes
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NextWave Wireless Inc. was unable to pay off
$129 million in senior secured first-lien notes when they matured
on July 17.  The Company said it negotiated a "limited waiver"
postponing the payment obligation until Aug. 1.  NextWave said it
is in discussion with all its secured lenders on a longer-term
forbearance.  So far, the company said it hasn't been able to
negotiate maturity extensions.

NextWave has $179 million in senior-subordinated second lien notes
that mature in November.  In addition, there are $640 million in
senior-subordinated third-lien notes that mature in December.

The company said in regulatory filings that it has been delayed in
selling wireless-spectrum licenses.

For the first quarter, there was no income, leading to a $5.1
million loss from operations and a $61 million net loss, taking
into consideration $58.5 million of interest expense.  As of
April 2, there was $31.5 million in cash among assets on the books
for $484.5 million.

                      About NextWave Wireless

San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE)
-- http://www.nextwave.com/-- is a wireless technology company
that manages and maintains worldwide wireless spectrum licenses.

Then called NextWave Telecom Inc., the company confirmed a Chapter
11 plan in early 2005 which gave shareholders $6.79 a share in
cash plus notes and stock, with the option to receive more stock
in lieu of cash.  After reorganization, NextWave intended to focus
on providing 4G wireless broadband in New York and Las Vegas as
opposed to being a wireless phone provider.

The Company's balance sheet at April 2, 2011, showed
$484.5 million in total assets, $941.1 million in total
liabilities, and a stockholders' deficit of $456.6 million.

As reported in the TCR on March 23, 2011, Ernst & Young LLP, in
San Diego, Calif., expressed substantial doubt about NextWave
Wireless's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $784.6 million at Jan. 1, 2011, that is
associated with the maturity of its debt.  "The Company currently
does not have the ability to repay this debt at maturity."


NORTH GENERAL: Court Names Jones as Trustee, Discharges Epiq
------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York issued an order on June 23, 2011,
appointing Lori Lapin Jones as Liquidation Trustee of North
General Hospital, North General Services Corp. and North General
Diagnostic and Treatment Center.

Consequently, in an order dated June 30, 2011, Judge Chapman
terminated the employment of Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent of North General Hospital, et al.

Epiq is discharged from any further obligations, duties or
responsibilities except as otherwise specified by the Court, Judge
Chapman held.

The Liquidation Trustee is authorized to pay Epiq all fees and
expenses accrued through June 30, 2011, in accordance with any
invoices Epiq serves on the Liquidation Trustee.

To the extent that it has not already done so, Epiq will:

   (a) distribute the notice of the June 30, 2011 effective date
       of the Debtors' Liquidation Plan to all creditors in the
       Chapter 11 cases;

   (b) promptly transfer all original proofs of claim and other
       documents filed on the claims register as of the Effective
       Date, as well as a claims register, to the Clerk of the
       Bankruptcy Court for the Southern District of New York,
       who will maintain them in the ordinary course of business
       until further Court order; and

   (c) promptly transfer copies of all proofs of claim and other
       documents filed on the claims register as of the Effective
       Date, as well as a copy of the claims register as of the
       Effective Date, to the Liquidation Trustee.

All proofs of claim and other documents that would otherwise
have been filed with Epiq will be filed with the Clerk of the
Bankruptcy Court for the Southern District of New York.  To the
extent that Epiq receives any proofs of claim, Epiq will
forward them to the Clerk of the Bankruptcy Court for the Southern
District of New York.

                       About North General

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553).  Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the
Debtor in its restructuring effort.  Garfunkel Wild, P.C., is the
Debtor's special healthcare and regulatory counsel.  Healthcare
Management Solutions, LLC, is the Debtor's financial and
healthcare reimbursement manager.  Alston & Bird, LLP, serves as
the Official Committee of Unsecured Creditors' counsel.  NHB
Advisors, Inc., is the financial advisor to the Committee.  The
Company disclosed $67 million in assets and $293 million in
liabilities as of the Petition Date.

The U.S. Trustee appointed James L. Garrity, Jr., as chapter 11
trustee in North General's Chapter 11 case on March 31, 2011.

The Court entered an Order confirming the Debtors' Second
Amended Plan of Liquidation on June 22, 2011.  The Plan became
effective on June 30, 2011.

Lori Lapin Jones serves as the Debtors' liquidation trustee.


NORTHCORE TECHNOLOGIES: Identifies IP High Growth Opportunities
---------------------------------------------------------------
Northcore Technologies Inc. has concluded its initial phase of
strategic analysis to identify markets that would benefit from its
proprietary Working Capital EngineTM core platform and Dutch
Auction patents.

Northcore had previously announced the engagement of Pellegrino &
Associates, LLC, a leading specialized intellectual property
valuation company, to help examine the applicability of its core
technology and intellectual property portfolio in selected
business environments.  Through a further evolution of this
process, specific business domains were identified in the social
and corporate commerce environments that evidence significant
potential for the Northcore IP.  Each of these areas were
evaluated and selected based on the overall market size and the
strategic fit for Northcore's Dutch Auction patents.

The areas of focus include:

     * Carbon Credit disposition;
     * Game and event ticket sales;
     * Group purchasing and marketplace platforms;
     * Excess hotel room inventory auctions;
     * Intermodal freight capacity optimization; and
     * Advertising spot liquidation.

"We are excited about the range of opportunities that has surfaced
for application of our Dutch Auction patent suite," said Amit
Monga, CEO Northcore Technologies.  "We have isolated a set of
high value applications from seemingly diverse areas like Carbon
Credit disposition and advertising liquidation.  Our subsequent
research has shown us that they are all demarked by a Social
Commerce dynamic and perishable end product or commodity.  These
properties perfectly align to the capabilities of our IP
portfolio."

In executing against these business domains, Northcore is actively
seeking partnerships with industry and domain experts in the
identified business segments.  Interested parties should contact
Northcore at partners@northcore.com.

                About Pellegrino & Associates, LLC

Pellegrino & Associates, LLC, is a boutique valuation company with
a specialty in software and intellectual property valuations that
include patents, copyrights, trademarks, and trade secrets.
Formed in 2003, P&A focuses on building credible valuations for
companies for a variety of purposes.  P&A has worked with small
and large private and publicly traded companies across the globe,
and counts IBM, Sony, American Express, Lockheed Martin, Duke
Energy, Liberty Mutual Insurance, Rolls-Royce North America,
Ascension Healthcare, and General Electric among its clients, as
well as promising revolutionary startups.  P&A has valued
intellectual properties as diverse as orphan drugs and medical
devices to the publicity rights for the gunslinger John Dillinger.
P&A has found that the company's work stands on its own under
scrutiny, both with the IRS and in litigation.

                          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."

The Company's balance sheet at March 31, 2011, showed C$595,000 in
total assets, C$1.83 million in total liabilities and a C$1.24
million in total shareholders' deficiency.


NORTEL NETWORKS: Court Authorizes J. Esher as Mediator
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
appointed Jacob A. Esher, of Mediation Works Incorporated, as
mediator for a dispute involving Robert Horne, James Young, and
the Ad Hoc Group of Beneficiaries of the Nortel Networks U.S.
Deferred Compensation Plan.

The Debtors previously filed a request to approve a stipulation
between Nortel Networks, Inc., and U.S. Bank National Association
directing U.S. Bank to turn over a certain property to Nortel, and
granting related relief related to the Nortel Networks U.S.
Deferred Compensation Plan.

Robert Horne, James Young, and the Ad Hoc Group filed an objection
to the Motion.

Subsequently, the Parties advised the Court that they have agreed
that the resolution their dispute relating to the Motion and the
Objection would be aided by the appointment of a mediator to
assist them in their settlement negotiations.

The Mediator may conduct the mediation as he sees fit, establish
rules of the mediation, and consider and take appropriate action
with respect to any matters he deems appropriate in order to
conduct the Mediation.  The mediation will be confidential, and
the Mediator will treat all documents he receives as confidential.

The hearing on the Beneficiaries' Motion to Compel and the
Debtors' Objection thereto is adjourned to August 23, 2011, or to
a later omnibus hearing date as agreed to by the Parties or
ordered by the Court.  The hearing on the Debtors' Motion and the
Beneficiaries' Objection thereto is adjourned to October 19, 2011,
or to a later omnibus hearing date as agreed to by the Parties or
ordered by the Court.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OFFSHORE WARRIORS: Meeting of Creditors Scheduled for Sept. 8
-------------------------------------------------------------
A bankruptcy case concerning Offshore Warriors, Inc., was
originally filed under Chapter 11 on Dec. 7, 2010, but was
converted to a case under chapter 7 on July 1, 2011.

According to a notice, a meeting of creditors is scheduled to take
place Sept. 8, 2011, at 9:00 a.m. at:

         Room 341, 3rd Floor
         214 Jefferson St
         Lafayette, LA 70501

The U.S. Trustee appointed Paul N. Debaillon as successor interim
trustee to take over the Debtor's estate.

On July 11, Elizabeth Andrus resigned as interim trustee in the
Debtor's case and requested that a successor trustee be appointed.
Ms. Andrus explained that she continues to serve as trustee in the
case of Louisiana System Built Homes, Inc., and the Debtor is a
creditor of Louisiana System Built Homes, Inc.

As reported in the Troubled Company Reporter on July 6, Henry G.
Hobbs, Jr., Acting U.S. Trustee for Region 5, asked the U.S.
Bankruptcy Court for the Western District of Louisiana to dismiss
or in the alternative, convert the Chapter 11 case of Offshore
Warriors, Inc., to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee explained that the Debtor has recently sold or
entered into a contract to sell its primary asset -- a 61-acre
tract of land with improvements situated in St. Martinville,
Louisiana.  The U.S. Trustee noted that without the primary asset,
the Debtor has no realistic prospect for on-going operations or
rehabilitation.  Upon information and belief, the Debtor does not
intend to remain in chapter 11 and propose a plan of
reorganization, the U.S. Trustee said.

                   About Offshore Warriors, Inc.

Lafayette, Louisiana-based Offshore Warriors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10-
51881) on Dec. 7, 2010.  William C. Vidrine, Esq., at Vidrine &
Vidrine Law Firm, served as the Debtor's bankruptcy counsel.
According to its schedules, the Debtor disclosed $12,313,694 in
total assets and $6,589,547 in total liabilities.


OMEGA NAVIGATION: Seeks to Retain Bracewell & Giuliani as Counsel
-----------------------------------------------------------------
BankruptcyData.com reports that Omega Navigation Enterprise filed
with the U.S. Bankruptcy Court a motion to retain Bracewell &
Giuliani (Contact: William A. Wood, III) as attorney at the
following hourly rates: partner at $710 to $1,050, associate at
$315 to $600 and paralegal at $215 to $255.

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


ONCURE HOLDINGS: Moody's Says 'B3' CFR Unaffected by ICON Notice
----------------------------------------------------------------
Moody's Investors Service said that OnCure Holdings, Inc.'s B3
Corporate Family Rating and negative outlook are unaffected at
this time by the announcement that one of its key customers --
ICON -- notified the company that it plans to terminate the
management services agreement in October 2011. Nonetheless, the
loss of ICON's contract would weaken OnCure's credit metrics and
liquidity profile and could put downward pressure on the rating.

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

OnCure Holdings, Inc. is a provider of capital equipment and
business management services to radiation oncology physician
groups that treat patients at the company's cancer centers. At
March 31, 2011, the company operated 37 facilities and revenues
for the trailing twelve months ended March 31, 2011 were
approximately $102 million. OnCure is owned by Genstar Capital.


ONE RENAISSANCE: Has Continued Access to Cash Collateral in July
----------------------------------------------------------------
Judge Randy D. Doub of the U.S. Bankruptcy Court for the Eastern
District of California granted One Renaissance, LLC, to use cash
collateral for its postpetition operating expenses in accordance
with a July 2011 budget and so long as the Debtor has remitted
$122,594 to Wells Fargo Bank, N.A, by July 5, 2011.

Wells Fargo is the successor by merger to Wells Fargo Bank
Minnesota, N.A., as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001-CK1.

Any expenditure in excess of 5% of any line item in the July
budget will require the prior written consent of Wells Fargo
before being paid.

A copy of the July 2011 Budget is available for free at:

http://bankrupt.com/misc/ONERENAISSANCE_July2011budget.pdf

The Debtor will deposit all cash, checks, and other cash items
received from the real property located in Raleigh, Wake County,
North Carolina, encumbered by liens in favor of Wells Fargo into
the DIP Operating Account or if any amount constitutes a security
deposit, it will be deposited in the DIP Security Deposit Account.
Furthermore, the Debtor will deposit $19,787 referenced in the
July Budget for the "Real Estate Taxes" and the "Insurance
Expense-Property" in the DIP Trust Account.  The Debtor will make
disbursements for items designated in the July Budget from such
DIP Operating Account.

On or before August 10, 2011, the Debtor will provide a report
showing a comparison of the July Budget amounts to the actual
amounts received and spent by the Debtor for the month of July
2011, along with invoices for such amounts spent.

Raleigh, North Carolina-based One Renaissance, LLC, a limited
liability company, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 11-01793) on March 9, 2011.  Jason L.
Hendren, Esq., at Hendren & Malone, PLLC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

No creditors committee has been appointed in the Debtor's case.


PACIFIC GOLD: Posts $219,300 Net Loss in March 31 Quarter
---------------------------------------------------------
Pacific Gold Corp. reported a net loss of $219,295 on $0 revenue
for the three months ended March 31, 2011, compared with a net
loss of $265,822 on $0 revenue for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed
$1.46 million in total assets, $4.14 million in total liabilities,
and a stockholders' deficit of $2.68 million.

As reported in the TCR on July 18, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
Pacific Gold's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses from operations, has negative
working capital and is in need of additional capital to grow its
operations so that it can become profitable.

A copy of the Form 10-Q is available at http://is.gd/HZ6UJq

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of mining prospects
believed to have known gold or tungsten mineralizations.

Pacific Gold Corp. owns 100% of four operating subsidiaries;
Nevada Rae Gold, Inc., Fernley Gold, Inc., Pilot Mountain
Resources Inc., and Pacific Metals Corp. through which it holds
various prospects in Nevada and Colorado.


PACIFIC METRO: Calif. Court Approves Bankruptcy Exit Plan
---------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a San Jose, Calif., judge has approved the Chapter 11
reorganization plan for painter Thomas Kinkade's manufacturing
subsidiary, Pacific Metro LLC.

According to DBR, under that plan, the subsidiary proposed to pay
off all of the allowed claims put forth by the subsidiary's more
than 185 creditors.

Pacific Metro produced artwork that the company sold through a
network of licensed art galleries whose relationships were blamed
in part for prompting the subsidiary to file for bankruptcy
protection.

The company's debt measured about $19 million when it filed for
bankruptcy protection in June 2010.  It sought Chapter 11
protection one day after it was supposed to make a $1 million
payment to two former art gallery owners in connection with a
lawsuit.


PANOCHE VALLEY: Meeting of Creditors Scheduled for Aug. 15
----------------------------------------------------------
A bankruptcy case concerning Panoche Valley LLC, was originally
filed under Chapter 11 on April 18, 2011, but was converted to a
case under chapter 7 on July 1, 2011.

According to a notice, a meeting of creditors is scheduled to take
place Aug. 15, 2011, at 10:00 a.m. at:

         725 S Figueroa St., Room 101
         Los Angeles, CA 90017

The U.S. Trustee appointed Jason Rund as interim trustee to take
over the Debtor's estate.

As reported in the Troubled Company Reporter on June 14, Peter C.
Anderson, U.S. Trustee for Region 16, explained that the Debtor
failed to comply with the requirements of the U.S. Trustee
Chapter 11 notices and guides, Bankruptcy Code and Local
Bankruptcy rules by failing to provide documents, financial
reports or attended required meetings.

                       About Panoche Valley

Panoche Valley LLC in Beverly Hills, California, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-26694) on April 18,
2011.  Lawrence Mudgett, III, Esq., at Safer Law Group, served as
bankruptcy counsel.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.


PETROLEUM & FRANCHISE: Seeks to Expand Day Pitney Employment
------------------------------------------------------------
Petroleum & Franchise Capital LLC and Petroleum & Franchise
Funding LLC were authorized by the U.S. Bankruptcy Court for the
District of Connecticut to employ Day Pitney as special counsel to
provide the Debtors advice and counsel regarding corporate
matters.

Subsequently, the Debtors seek to modify the scope and terms of
the engagement.

The Debtors note that they and the senior secured creditor, after
extensive negotiations, are finalizing the terms of a consensual
Chapter 11 Plan of Reorganization.

Accordingly, the Debtors seek the assistance of DP to provide,
inter alia, legal opinions of a specialized nature which are
required to close the restructured loans between the Debtors' and
their lender.  DP estimates that the fees to be incurred in
connection with issuing the opinions will be approximately
$40,000.

The Debtors and DP have reviewed and agreed to a reduction in DP's
general unsecured claim so that it will be reduced from the
current $66,000 to $50,000.  DP is also waiving approximately
$8,000 of fees incurred during the Chapter 11 case and has reduced
certain DP accrued fees associated with work performed responding
to subpoenas in connection with an arbitration proceeding to which
the Debtors have been a party.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC, and
its affiliates are specialty commercial finance lenders, offering
a premier array of long-term fixed rate financing products to
experienced national and regional retail petroleum operators for
new site development or acquisition, remodeling and construction
financing for over a decade.

Petroleum & Franchise Capital, LLC, filed for Chapter 11
bankruptcy protection on June 23, 2010, (Bankr. D. Conn. Case No.
10-1465).  Craig I. Lifland, Esq., and James Berman, Esq., at
Zeisler and Zeisler, assist the Company in its restructuring
effort.  BDO USA, LLP, serves as the Company's accountants.  The
Company estimated assets and debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PLATINUM PROPERTIES: Has Until Nov. 21 to Decide on Leases
----------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana extended until Nov. 21, 2011,
Platinum Properties, LLC, et al.'s deadline to assume leases of
nonresidential real property.

As reported in the Troubled Company Reporter on June 30, the
Debtor said that it will be in a position to determine whether
assumption or rejection of the leases is in the best interests of
the estate by Aug. 23.

The Debtor's headquarters are located at 9757 Westpoint Drive,
Indianapolis, Indiana 46256.  The Debtor leases the office space
from Crosspoint Partners VIII, LLC.  The lease term will expire
Nov. 30, 2015.

The Debtor leases a self-storage unit from Shurgard Storage
Center.  The Shurgard Lease is a month-to-month lease, and neither
party has terminated the lease.

             About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.


The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


QUINCY MEDICAL: Can Hire Bello Black for Labor Employment Matters
-----------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Quincy Medical Center Inc.
and its debtor-affiliates to employ Bello, Black & Welsh LLP as
special counsel for labor employment matters.

As reported in the Troubled Company Reporter on July 14, 2011, the
firm will charge the Debtors based on the hourly rates of its
professionals:

         Partners                    $325-$425
         Associates                  $265-$300
         Clerks                        $125
         Paralegals                  $85-$150

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

                    About Quincy Medical Center

Quincy Medical Center Inc. is the operator of a 196-bed acute-care
hospital in Quincy, Massachusetts.

Quincy Medical Center, Inc. sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.  The Debtor tapped Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters, Bello, Black & Welsh LLP as special counsel for labor
employment matters; and O'Neill and Associates as public relations
advisor to render strategic communications and public relations
services related to all aspect of the Debtors' Chapter 11 cases,
their planned sale of hospital and related matters.

Quincy disclosed assets of $73 million and liabilities of $79.4
million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: Has Until July 29 to File Schedules and Statements
------------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts extended until July 29, 2011, Quincy
Medical Center Inc. and its debtor-affiliates' deadline to file
their schedules of assets and liabilities, and statement of
financial affairs.

                    About Quincy Medical Center

Quincy Medical Center Inc. is the operator of a 196-bed acute-care
hospital in Quincy, Massachusetts.

Quincy Medical Center, Inc. sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.  The Debtor tapped Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters, Bello, Black & Welsh LLP as special counsel for labor
employment matters; and O'Neill and Associates as public relations
advisor to render strategic communications and public relations
services related to all aspect of the Debtors' Chapter 11 cases,
their planned sale of hospital and related matters.

Quincy disclosed assets of $73 million and liabilities of $79.4
million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: Can Hire Navigant Capital as Financial Advisor
--------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Quincy Medical Center Inc.
and its debtor-affiliates to employ Navigant Capital Advisor LLC
and Navigant Consulting Inc. as financial advisor.

As reported in the Troubled Company Reporter on July 14, 2011, the
firm will provide strategic alternative and restructuring support,
and operating and financial review and support services.

The firm will receive a monthly fee of $75,000.  The firm is
entitled to be paid a deferred fee of $925,000 upon closing of a
proposed sale or other restructuring transaction.

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

                    About Quincy Medical Center

Quincy Medical Center Inc. is the operator of a 196-bed acute-care
hospital in Quincy, Massachusetts.

Quincy Medical Center, Inc. sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.  The Debtor tapped Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters, Bello, Black & Welsh LLP as special counsel for labor
employment matters; and O'Neill and Associates as public relations
advisor to render strategic communications and public relations
services related to all aspect of the Debtors' Chapter 11 cases,
their planned sale of hospital and related matters.

Quincy disclosed assets of $73 million and liabilities of $79.4
million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: Mintz Levin OK'd to Handle Non-Bankruptcy Matters
-----------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Quincy Medical Center Inc.
and its debtor-affiliates to employ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters.

The firm will charge the Debtors based on the hourly rates of its
professionals:

         Members                     $540-$1,100
         Associates                  $270-$575
         Paralegals                  $180-$290

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

                    About Quincy Medical Center

Quincy Medical Center Inc. is the operator of a 196-bed acute-care
hospital in Quincy, Massachusetts.

Quincy Medical Center, Inc. sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.  The Debtor tapped Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters, Bello, Black & Welsh LLP as special counsel for labor
employment matters; and O'Neill and Associates as public relations
advisor to render strategic communications and public relations
services related to all aspect of the Debtors' Chapter 11 cases,
their planned sale of hospital and related matters.

Quincy disclosed assets of $73 million and liabilities of $79.4
million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: U.S. Trustee Appoints 5-Member Creditors' Panel
---------------------------------------------------------------
William K. Harrington, United States Trustee for Region 1, under
11 U.S.C. SEC 1102(a) and (b), appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Quincy Medical Center.

The Creditors Committee members are:

       1. The Claflin Company
          ATTN: Bill Almon
          455 Warwick Industrial Drive
          Warwick, RI  02886
          Tel: (401) 739-4150
          Fax: (401) 921-4040
          E-mail: balmon@claflin.com

       2. Biomet, Inc.
          ATTN: Sherri Morissette, Esq.
          56 E. Bell Dr.
          Warsaw, IN 46582
          Tel:  (574)-1041
          Fax:  (574) 372-1060
          E-mail:  Sherri.Morissette@biomet.com

       3. Roche Diagnostics
          ATTN:  Wayne Mathias
          9115 Hague Road
          Indianapolis, IN  46250
          Tel: (317) 521-2042
          Fax: (317) 521-3245
          E-mail:  wayne.mathias@roche.com

      4.  Sodexo USA
          ATTN: Brad Hamman
          283 Cranes Roost Blvd., Suite 260
          Altamonte Springs, FL  32701
          Fax: (407) 260-2305
          E-mail: Brad.Hamman@sodexo.com

      5.  Massachusetts Nurses Association
          ATTN: Roland Goff, Labor Counsel
          340 Turnpike Street
          Canton, MA  02021
          Tel: (781) 830-5715
          Fax: (781) 821-4445
          E-mail: RGoff@mnarn.org

                    About Quincy Medical Center

Quincy Medical Center Inc. is the operator of a 196-bed acute-care
hospital in Quincy, Massachusetts.

Quincy Medical Center, Inc. sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.  The Debtor tapped Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. as their special counsel for non-bankruptcy
matters, Bello, Black & Welsh LLP as special counsel for labor
employment matters; and O'Neill and Associates as public relations
advisor to render strategic communications and public relations
services related to all aspect of the Debtors' Chapter 11 cases,
their planned sale of hospital and related matters.

Quincy disclosed assets of $73 million and liabilities of $79.4
million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: Auction on Assets Scheduled for Aug. 8
------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, approved the
procedures governing the sale of all or substantially all of the
assets of Quincy Medical Center, Inc., and its debtor affiliates.

Deadline for submission of competing qualified bids is on August
8, 2011.  The auction will be held on August 15 followed by a sale
hearing on September 21.

The sale includes the Debtors' 196-bed acute care hospital and all
personal property to Steward Health Care System, which last year
purchased the Caritas Christi hospital network.

According to the report, if Quincy Medical Center can resolve its
present $56 million in debt through bankruptcy proceedings,
Steward has agreed to pay $38 million for the hospital and make no
less than $34 million worth of improvements to its facilities in
five years.  That $38 million will have to satisfy all the
creditors -- from the big bondholders to small creditors who have
been supplying the hospital with everything from X-ray frames to
cleaning supplies.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


RADIANT LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Radiant Logistics, Inc.
        P.O. Box 3184
        Farmington Hills, MI 48333

Bankruptcy Case No.: 11-59589

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Edward J. Gudeman, Esq.
                  GUDEMAN & ASSOCIATES, PC
                  26862 Woodward Ave., Suite 103
                  Royal Oak, MI 48067
                  Tel: (248) 546-2800
                  E-mail: ejgudeman@gudemanlaw.com

Scheduled Assets: $37,742

Scheduled Debts: $1,298,254

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-59589.pdf

The petition was signed by Kevin Kyles, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Glenn Moore                            11-53361   07/15/11
Kevin Kyles                            11-59355   07/15/11


RCC NORTH: Court Lifts Stay for U.S. Bank to Exercise Remedies
--------------------------------------------------------------
Judge Sarah Curley of the U.S. Bankruptcy Court for the District
of Arizona terminated the automatic stay in the case of RCC North,
LLC, to permit U.S. Bank, N.A., to exercise its rights and
remedies under certain loan documents.

U.S. Bank is the Debtor's primary secured lender.  U.S. Bank
sought the automatic stay termination as it applies to the
enforcement of its rights and remedies under loan documents, which
include the foreclosure of (i) its liens and security interests in
collateral consisting generally of certain real property and
related improvements commonly known as Raintree Corporate Center
One and Two, at 5111 N. Pima Road, Scottsdale in Maricopa County,
Arizona; (ii) all rents and other revenues associated with the
Maricopa Real Property; and (iii) related personal property.

In May 2011, the Court required the Debtor to have the $8 million
required for the funding of its proposed Chapter 11 plan on
deposit.  However, the Debtor did not have the $8 million on
deposit as of June 27, 2011, or available for the funding required
under its Plan.  Additional issues on the Plan's alleged failure
to comply with certain Bankruptcy Code confirmation requirements
were also raised.

Against this backdrop, the Court held that U.S. Bank is entitled
to relief from the automatic stay that it requested.

               RCC North Seeks Reconsideration

Shortly after the Court entered its lift stay order, the Debtor
asked Judge Walrath to vacate and reverse her ruling and allow it
to continue presenting its evidence regarding confirmation of its
Amended Plan.

The basis for the Reconsideration Motion is that the Debtor's
interest holder, Raintree Corporate Center Holdings, LLC, or RCCH
has received additional fund into the escrow accounts established
for RCCH's funding of the Debtor's Plan.

According to Philip R. Rudd, Esq., at Polsinelli Shughart PC, in
Phoenix, Arizona, as of June 30, 2011, the total amount of funds
in the escrow accounts is $15,522,345.85, of which $8,522,345.85
is available to RCCH for funding the Debtor's Plan.  Additionally,
the Debtor holds $435,000 in its DIP tax account that constitutes
a portion of the New Value to be contributed to the Debtor by
RCCH, he avers.  Consequently, as of June 30, 2011, RCCH has on
deposit at least $8,957,345.85 available to fund the Debtor's Plan
upon its confirmation, he maintains.

This evidence, of an additional $1,295,000 having been deposited
in the escrow accounts in the three days since the plan
confirmation trial, and the fact that RCCH now has in excess of
$8.957 million on deposit, should fully address and alleviate the
Court's apparent concern that the Plan cannot be confirmed without
$8 million on deposit, says Mr. Rudd.

                      About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-11078) on April 15, 2010.  John J. Hebert, Esq.,
Mark W. Roth, Esq., and Philip R. Rudd, Esq. at Polsinelli
Shughart PC represent the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


ROTECH HEALTHCARE: Robeco Investment Discloses 7.15% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Robeco Investment Management, Inc., disclosed that it
beneficially owns 1,836,354 shares of common stock of Rotech
Healthcare Inc. representing 7.15% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/EnExSL

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROTECH HEALTHCARE: Completes $283.5MM Senior Notes Exchange Offer
-----------------------------------------------------------------
Rotech Healthcare Inc. completed its registered exchange offer to
exchange $283,500,000 aggregate principal amount of its Senior
Second Lien Notes due 2018 for an equal principal amount of its
outstanding Senior Second Lien Notes due 2018, which were issued
in a private placement.

The Company said $283,500,000 in aggregate principal amount of
Private Notes were exchanged in the exchange offer and were
accepted by Rotech.  The exchange offer expired at 5:00 p.m., New
York City time, on July 12, 2011.

Rotech agreed when it issued the Private Notes to file with the
Securities and Exchange Commission a registration statement under
the Securities Act of 1933, as amended, relating to the exchange
offer pursuant to which Rotech would offer the Exchange Notes,
containing substantially identical terms to the Private Notes, in
exchange for Private Notes that are tendered by the holders of
those notes.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


RVTC LP: Files Schedules of Assets & Liabilities
------------------------------------------------
RVTC Limited Partnership, formerly known as Fair Prospects, L.P.,
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               $12,080,000
B. Personal Property               $78,560
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $10,542,033
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $2,022,505
                                 -----------       --------------
      TOTAL                      $12,158,560          $12,564,538

                          About RVTC LP

Rialto Village Town Center is a proposed $60 million to $70
million mixed-used development on 24 acres on the far Northwest
Side in San Antonio, Texas.

RVTC Limited Partnership fka Fair Prospects, L.P., owner of the
Rialto Village Town Center, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011.
Judge Leif M. Clark presides over the case.  Thomas Rice, Esq., at
Cox smith Matthews Incorporated, represents the Debtor.  The
Debtor estimated both assets and debts of between $10 million and
$50 million.


SAINT VINCENTS: DIP Loan Pact Maturity Date Extended by Year End
----------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York authorized Saint Vincents Catholic
Medical Centers of New York, et al., to enter into a third
amendment of their DIP Credit Agreement with General Electric
Capital Corporation, as agent, and GE Capital and TD Bank, N.A.,
as lenders.

The Third Amendment further extends the scheduled maturity date of
the DIP Credit Agreement through Dec. 31, 2011.  The last day the
Debtors may borrow under the DIP Facility is Dec. 23, 2011.  To
this end, the parties have negotiated a new approved budget for
the period from July 1, 2011 to Dec. 31, 2011.

The Third Amendment also provides for additional changes to the
DIP Credit Agreement to address treatment of the sale proceeds of
collateral; reductions in availability as the DIP Facility is
repaid; and the termination of the DIP Credit Agreement once
the sale proceeds of collateral are sufficient to satisfy the DIP
Obligations in full.

As of July 1, 211, the aggregate commitments were reduced from
$78 million to $50 million.  Upon closing of the sale of a
Manhattan real estate, the aggregate commitments will be further
reduced to $22.5 million.

In consideration of the DIP Lenders entered into the Third
Amendment and with the Court's consent, the Debtors will pay to
the DIP Agent for the benefit of the DIP Lenders a $181,250
amendment fee, the Court ruled.

Certain events of default have been added under the DIP Credit
Agreement.  They include (a) modifications of the sale orders with
respect to either the Manhattan Sale or the Other Real Estate
Sales; and (b) failure to close the Manhattan Sale by Sept. 30,
2011.

A copy of the 3rd DIP Loan Amendment and corresponding revised
budget is available for free at:

    http://bankrupt.com/misc/STVINCENTS_3rdDIPLoanAmdmnt.pdf

The Court overruled the limited objection lodged by the Official
Committee of Unsecured Creditors.

Before the Court entered its ruling, the Creditors' Committee
objected to the payment of any fee in connection with the Third
Amendment absent an agreement by the DIP Lenders to modify the
Third Amendment to ensure that sufficient liquidity will be
available to the Debtors until the conclusion of the Debtors'
cases.  "The DIP Lenders should be required to see [the Debtors']
cases to conclusion," the Committee maintained.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case Nos. 05-14945 through 05-14951) on July 5, 2005.

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SANUWAVE HEALTH: Terminates HLB Gross as Accountants
----------------------------------------------------
Sanuwave Health, Inc., on July 18, 2011, dismissed HLB Gross
Collins, P.C., as its principal independent registered public
accounting firm.  The decision to dismiss HLB Gross Collins was
approved by the Company's board of directors.

In each of the Company's past two fiscal years ended Dec. 31,
2010, and Dec. 31, 2009, HLB Gross Collins's report on the
consolidated financial statements of the Company did not contain
an adverse opinion or disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that each of HLB Gross Collins's reports on the
Company's consolidated financial statements contained a going
concern qualification, expressing substantial doubt about the
Company's ability to continue as a going concern due to its
substantial operating losses, working capital deficiencies and
dependence on future capital contributions or financing to fund
ongoing operations.

In each of the Company's past two fiscal years ended Dec. 31,
2010, and Dec. 31, 2009, and through July 18, 2011, there were no
disagreements, as that term is defined in Item 304(a)(1)(iv) and
the related instructions of Regulation S-K, promulgated by the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, with HLB Gross Collins on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of HLB Gross Collins, would
have caused it to make reference to the subject matter of the
disagreements in connection with its report on the Company's
financial statements.

In each of the Company's past two fiscal years ended Dec. 31,
2010, and Dec. 31, 2009, and through July 18, 2011, there were no
"reportable events", as that term is defined in Item 304(a)(1)(v)
of Regulation S-K, that were reported by HLB Gross Collins to the
Company.

The Company engaged BDO USA, LLP, as its principal independent
registered public accounting firm to audit the Company's financial
statements for the fiscal year ending Dec. 31, 2011.  The decision
to engage BDO was approved by the Company's board of directors.

During the Company's past two fiscal years ended Dec. 31, 2010,
and Dec. 31, 2009, and through July 18, 2011, neither the Company,
nor anyone acting on its behalf, consulted with BDO regarding (i)
either: the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements, and no written report or oral advice was provided to
the Company that BDO concluded was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) and the related instructions of Regulation S-K,
or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.

                       About Sanuwave Health

Alpharetta, Ga.-based SANUWAVE Health, Inc. (OTC BB: SNWV)
-- http://www.sanuwave.com/-- is an emerging regenerative
medicine company focused on the development and commercialization
of non-invasive, biological response-activating devices for the
repair and regeneration of tissue, musculoskeletal and vascular
structures.

The Company's balance sheet at March 31, 2011, showed $5.0 million
in total assets, $13.6 million in total liabilities, and a
stockholders' deficit of $8.6 million.

HLB Gross Collins, P.C., in Atlanta, Ga., expressed substantial
doubt about SANUWAVE Health's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company incurred a net loss of
$14.9 million and $6.2 million during the years ended Dec. 31,
2010, and 2009, respectively, and, as of those dates, had a
working capital deficiency of approximately $7.0 million and
$187,000, respectively.  In addition, the independent auditors
said that the Company is economically dependent upon future
capital contributions or financing to fund ongoing operations.


SBARRO INC: Wants to Complete Process for Plan Sponsor Search
-------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on July 26,
2011 at 2:00 p.m. (ET), to consider Sbarro, Inc., and its debtor-
affiliates' request an extension in their exclusive periods.

The Debtor requested for an extension in their exclusive periods
to file and solicit acceptances for the proposed chapter 11 plan
until Nov. 30, and Jan. 29, 2012, respectively.

The Debtors related that the restructuring committee of the
Debtors' board of directors, together with its counsel, has been
focused on developing a competitive process for maximizing the
value of these estates.  Rothschild Inc, the Debtors' financial
advisor, is soliciting proposals from the Debtors' existing
stakeholders and the interested third party strategic bidder to
sponsor a reorganization plan that will serve as the foundation
for an auction process.  At the same time, Rothschild is launching
a renewed third party process by distributing a confidential
information memorandum to certain third party strategic and
financial parties that have been identified in consultation with
the financial advisors to the Debtors' other key stakeholders and
who have expressed interest in the Debtors and have signed a
confidentiality agreement.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.  DJM Realty Services, LLC,
serves as the Debtors' real estate consultant and advisor.


SBARRO INC: Hearing on Extension in Lease Decision Set for July 26
------------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on July 26,
2011 at 2:00 p.m. (ET), to consider Sbarro, Inc., and its debtor-
affiliates' request an extension in their lease decision period.

The Debtors related that they will not complete their strategic
review of unexpired real property leases or be in a position to
determine whether to assume or reject all of the unexpired leases
by the Aug. 2, deadline.

The Debtor requested for an Oct. 31 deadline to accept or reject
unexpired nonresidential real property leases because they needed
adequate time to complete their lease review and make an informed
determination regarding assumption or rejection of the unexpired
leases.

Sbarro, together with its Debtor and non-debtor affiliates,
operates approximately 1,045 restaurants throughout 42 countries.
The Debtors do not own the real property on which they operate
their restaurants.  Instead, the Debtors lease the real property
from numerous lessors and other counterparties.  As of the
Petition Date, the Debtors were party to approximately 460
unexpired non-residential real property leases with approximately
100 different landlords for their quick-service restaurants and
full-service dining restaurants. The Debtors' leases are vital to
their operations as a going-concern and the ultimate treatment of
such assets will play an integral role in the Debtors' successful
reorganization.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.  DJM Realty Services, LLC,
serves as the Debtors' real estate consultant and advisor.


SEARCHMEDIA: Gets Notice of Noncompliance From NYSE Amex
--------------------------------------------------------
SearchMedia Holdings Limited disclosed receipt of a noncompliance
notice from NYSE Amex LLC, dated July 15, 2011.  Specifically, the
Exchange noted that the Company is not in compliance with (1)
Section 1003(a)(i) of the NYSE Amex Company Guide (the "Company
Guide") because it reported stockholders' equity of less than
$2,000,000 as of December 31, 2010 and losses from continuing
operations and net losses in two of its three most recent fiscal
years ended December 31, 2010, (2) Section 1003(a)(ii) of the
Company Guide because it reported stockholders' equity of less
than $4,000,000 as of December 31, 2010 and losses from continuing
operations and net losses in three of its four most recent fiscal
years ended December 31, 2010 and (3) Section 1003(a)(iv) of the
Company Guide because, in the opinion of the Exchange, the
Company's losses and its existing financial resources, bring into
question whether it will be able to continue operations and/or
meet its obligations as they mature.

In order to maintain listing of the Company's common stock on the
Exchange, the Company must submit a plan by August 15, 2011
addressing how the Company intends to regain compliance by January
17, 2012, with respect to Section 1003(a)(iv) of the Company
Guide, and January 15, 2013, with respect to Section 1003(a)(i)
and Section 1003(a)(ii) of the Company Guide.  The Company expects
to submit a plan of compliance to NYSE Amex by August 15, 2011
advising the Exchange of the actions it intends to take that would
bring the Company into compliance with Section 1003(a)(i), Section
1003(a)(ii) and Section 1003(a)(iv) of the Company Guide. If the
Company does not submit a plan or if the plan is not accepted by
the Exchange, the Company will be subject to delisting procedures
as set forth in the Company Guide.

                      About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.


SSS LLC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: SSS, LLC.
        8200 S. Quebec St. A-3, #253
        Centennial, CO 80112

Bankruptcy Case No.: 11-27149

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: George Dimitrov, Esq.
                  ZAPILER & ASSOCIATES
                  201 Steele St., 2nd Floor
                  Denver, CO 80206
                  Tel: (303) 333-4488
                  Fax: (303) 557-6360
                  E-mail: george@zapiler.com

Scheduled Assets: $1,562,872

Scheduled Debts: $1,330,807

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-27149.pdf

The petition was signed by Shelby Nash, owner.


ST. JAMES: Moody's Upgrades Rating on Class E Notes to 'B1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by St. James River CLO, Ltd.:

US$50,000,000 Class A-R First Priority Senior Secured Floating
Rate Revolving Notes Due 2021 (current outstanding balance of
$49,261,480), Upgraded to Aaa (sf); previously on Jun 22, 2011 Aa2
(sf) Placed Under Review for Possible Upgrade;

US$255,500,000 Class A-T First Priority Senior Secured Floating
Rate Term Notes Due 2021 (current outstanding balance of
$251,726,166), Upgraded to Aaa (sf); previously on Jun 22, 2011
Aa2 (sf) Placed Under Review for Possible Upgrade;

US$27,500,000 Class B Second Priority Senior Secured Floating Rate
Notes Due 2021, Upgraded to Aa3 (sf); previously on Jun 22, 2011
A3 (sf) Placed Under Review for Possible Upgrade;

US$15,500,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes Due 2021, Upgraded to Baa1 (sf); previously on
Jun 22, 2011 Ba1 (sf) Placed Under Review for Possible Upgrade;

US$15,500,000 Class D Fourth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2021, Upgraded to Ba1 (sf); previously on
Jun 22, 2011 B1 (sf) Placed Under Review for Possible Upgrade;

US$16,000,000 Class E Fifth Priority Mezzanine Secured Deferrable
Floating Rate Notes Due 2021 (current outstanding balance of
$12,198,493), Upgraded to B1 (sf); previously on Jun 22, 2011 Caa2
(sf) Placed Under Review for Possible Upgrade.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The primary changes to the
modeling assumptions include (1) a removal of the temporary 30%
default probability macro stress implemented in February 2009 as
well as (2) increased BET liability stress factors and increased
recovery rate assumptions.

The actions also reflect consideration of credit improvement of
the underlying portfolio and an increase in the transaction's
overcollateralization ratios since the rating action in August
2009. Based on the latest trustee report dated June 6, 2011, the
weighted average rating factor is currently 2449 compared to 2685
in July 2009. The Class A/B, Class C, Class D, and Class E
overcollateralization ratios are reported at 118.2%, 112.9%,
108.0% and 104.5%, respectively, versus July 2009 levels of
114.8%, 109.7%, 105%, and 101.3%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $388.3 million,
no defaulted par, a weighted average default probability of 20%
(implying a WARF of 2622), a weighted average recovery rate upon
default of 49.93%, and a diversity score of 63. The default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

St. James River CLO, Ltd., issued in July 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. Please see the Credit Policy page on www.moodys.com for
a copy of this methodology.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2013 and
2015 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deal's
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus sell defaulted
   assets create additional uncertainties.

2) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings. Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

3) Other collateral quality metrics: The deal is allowed to
   reinvest and the manager has the ability to deteriorate the
   collateral quality metrics' existing cushions against the
   covenant levels. Moody's analyzed the impact of assuming the
   worse of reported and covenanted values for weighted average
   rating factor, weighted average spread, weighted average
   coupon, and diversity score. However, as part of the base case,
   Moody's considered spread and diversity levels higher than the
   covenant levels due to the large difference between the
   reported and covenant levels.


TALON THERAPEUTICS: Board Approves Amendment to 2006 Stock Plan
---------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., approved an
amendment to the Company's 2006 Employee Stock Purchase Plan
increasing the number of shares of the Company's common stock
available for purchaser thereunder by 150,000.  The Company had
originally reserved 187,500 shares under the Plan when it was
initially adopted in 2006.

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $38.86 million in total liabilities,
$30.64 million in redeemable convertible preferred stock, and a
$51.99 total stockholders' deficit.


TASANN TING: Wants to Access Cathay Bank Cash Collateral
--------------------------------------------------------
Tasann Ting Group, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for the entry of a final order
granting it permission to use cash collateral of Secured Creditor
Cathay Bank, to pay actual and necessary expenses to operate,
maintain the hotel, and to position the debtor to emerge
successfully from this reorganization proceeding.

Cathay Bank, owed $17,650,000, is holder of a promissory note
secured by a deed of trust, assignment of leases, and rents,
against the Debtor's commercial warehouse assets.

As adequate protection, Debtor proposes to grant Cathay Bank
payments of $70,000 per month and replacement liens, which will
not extend to avoidance actions.  Debtor will also property
maintain and operate the Warehouse facility.

The Debtor's continued use of cash collateral will terminate upon
conversion to Chapter 7 or dismissal of the case, appointment of a
trustee or upon further of the Court.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TASANN TING: Unsecureds to Get Installments; 15% to 30% Recovery
----------------------------------------------------------------
Tasann Ting Group, Inc., filed a proposed Chapter 11 plan of
reorganization and an explanatory disclosure statement filed with
the U.S. Bankruptcy Court for the Northern District of California.

The Debtor operates a 250,000 square foot warehouse facility in
Newark, California.  Currently, 233,000 square feet of the
warehouse is leased, with a base rent of $87,000 per month.  The
Lease began March 1, 201, and ends Feb. 28, 2013.  It is renewable
for an additional five-year term.

The Debtor proposes to make regular payments of $30,000 per month
for a period of five years, on a pro rata basis, to holders of
allowed unsecured claims.  The Debtor estimates that holders of
allowed unsecured claims in all classes will ultimately receive
between 15% and 30% of the amount of their claims.  On the
Effective Date, all allowed administrative expenses and 70% of the
allowed undisputed claims of general unsecured creditors in Class
E will be paid.  No interest will be paid on any claim.

Cathay Bank, owed $17,650,000 will be deemed to have an allowed
secured claim of $11,200,000, based on the Bank's own appraisal of
the property, with the term of the Note extended to 30 years from
the Effective Date, fully amortized over the 30 years, with an
annual interest rate of 4.025%.

Holders of any and all of the Debtor's equity securities and
equity interests will be dissolved, with the option of its
shareholders repurchasing their interest in the Debtor for a
collective amount of $100,000.

A copy of the Disclosure Statement is available at:

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

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TELECONNECT INC: Supports Law Against Selling Alcohol to Minors
---------------------------------------------------------------
Teleconnect, Inc., strongly supports the new law approved in Dutch
Parliament imposing stiffer sanctions to commercial establishments
caught selling alcohol to minors.  Should the law receive final
approval in the Senate, Teleconnect's 100% owned affiliate,
Hollandsche Exploitatie Maatschappij BV (HEM) with its very
effective age validation system 'Ageviewers', is ideally
positioned to further expand its business in the home market.  The
approval in Parliament has led to several inquiries and the
Company has privately placed shares in the Dutch market at $1.50,
raising $400,000 this week.

Alcohol consumption at too early an age has developed into a
global problem over this past decade.  The availability of alcohol
to minors is significantly enhanced by a lack of consistency and
the inherent inefficiencies in traditional methods of age
validation.  With the Ageviewers system, age checks are no longer
performed by cashiers, but done systematically and from a remote
validation center.  Without authorization from the center, there
is no way to register the sale of a product requiring an age
check.  This approach has proved to make it virtually impossible
for minors to acquire alcohol or tobacco.

The system does not confront adults with the burden of having to
show identification.  Also, it introduces the possibility of 100%
age compliance for the sale of alcohol and tobacco products at
self-scan checkouts.

Despite continuous education programs for cashiers and several
public campaigns directed to improve the traditional age check, a
recent study in the Netherlands has evidenced that a minor,
looking to buy alcohol spends, on average, no more than 12 minutes
concluding a successful purchase attempt.  The new law will
authorize local authorities to close alcohol departments of
supermarkets that break the alcohol law three times in one year.
Since the traditional method of age validation that is commonly
used has been shown to be ineffective in preventing sales to
minors, most retail outlets that sell alcohol will have to make
effective a change in the age validation system they currently
use.

The news about approval by Dutch Parliament of the new law has
resulted in several inquiries to the Company.  On the request of
two parties to purchase shares, both Dutch nationals representing
Dutch entities, the Company has completed a private placement in
which a total of 266,668 shares were sold at $1.50 per share to
the two investors.  The placement is subject to the restrictions
imposed pursuant to Regulation S under the 1933 Act and all other
provisions of the 1933 Act and the actual subscription agreement.

Small private placements are in line with the intentions of the
Company, published in its most recent quarterly filing for the
period ended March 31, 2011.  Through similar private placements
the Company, rather than raising debt by borrowing, believes it
will be able to raise capital in order to expand its activities,
thus contributing to shareholder value while maintaining
sufficient cash flow.  Given the interest generated in the
Netherlands this past week, the Company believes that it will be
able to enter into similar agreements in the future with qualified
local investors.

Teleconnect considers these first two placements, and the new
Dutch law, as important milestones in the Company's development."

"Dutch Government and members of Parliament expect that stiffer
sanctions along with increased local law enforcement will motivate
commercial establishments to adopt proven age validation systems.
We strongly believe in this view.  Compliance will for many store
owners no longer be an option, but a matter of survival.
Ageviewers was tailored to solve this problem."

                       About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.

Coulter & Justus, P.C., in Knoxville, Tenn., after auditing the
Company's results for fiscal year ended Sept. 30, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company has
suffered recurring losses from operations and has a net capital
deficiency in addition to a working capital deficiency.

The Company reported net income of US$1,972,838 on US$254,446 of
revenue for fiscal 2010, compared with a net loss of US$1,828,443
on US$361,989 of revenue for fiscal 2009.

The Company's balance sheet at March 31, 2011, showed
$9.18 million in total assets, $10.52 million in total
liabilities, all current, and a $1.34 million total stockholders'
deficit.


TOTAL GROUP: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Total Group Inc.
          dba Village Inn Suites
        235 Beach Avenue
        Marysville, WA 98270

Bankruptcy Case No.: 11-18542

Chapter 11 Petition Date: July 19, 2011

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

Judge: Timothy W. Dore

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-18542.pdf

The petition was signed by Kyung R. Yi, vice president.


TR SHADOW: Files Schedules of Assets & Liabilities
--------------------------------------------------
TR Shadow View, LLC 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               $35,000,000
B. Personal Property                $3,189
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $33,352,297
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                               -----------            -----------
      TOTAL                    $35,003,189            $33,352,297

TR Shadow View, LLC, based in Newport Beach, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-19227) on
June 29, 2011.  Eric J. Fromme, Esq., at Rutan & Tucker LLP,
serves as the Debtor's bankruptcy counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Thomas J. Rielly, manager.


TRAILER BRIDGE: Amends Revolving Credit Facility with Wells Fargo
-----------------------------------------------------------------
Trailer Bridge, Inc., on July 14, 2011, amended its revolving
credit facility with Wells Fargo Bank, National Association by
entering into Amendment No. 9 to Loan and Security Agreement,
which amends certain provisions of the Loan and Security
Agreement, dated as of April 23, 2004, among the Company and Wells
Fargo.  The Revolving Loan Amendment, among other things, provides
that (i) the Fixed Charge Coverage Ratio will not be tested for
the four consecutive fiscal quarter period ending June 30, 2011,
and (ii) the financial covenant limiting the amount of capital
expenditures will not be tested prior to Sept. 30, 2011.  In
exchange for Wells Fargo's entry into the Revolving Loan
Amendment, the Company agreed (i) to increase the interest rate
for borrowings from the prime rate to a rate equal to 2% in excess
of the prime rate; (ii) to modify the Minimum Excess Availability
financial covenant from $500,000 to $1,500,000 for periods
occurring on and after Nov. 3, 2011; (iii) that failure of the
Company to refinance its Senior Secured Notes by Oct. 15, 2011,
will be an event of default; and (iv) to pay an amendment fee in
the amount of $50,000.  The revolving credit facility with Wells
Fargo provides for a maximum availability of $10 million and as of
June 30, 2011, approximately $5.0 million was drawn on this credit
facility.

In connection with the Revolving Loan Agreement Amendment, on
July 14, 2011, the Company amended its outstanding term loan with
Wells Fargo by entering into Amendment No. 2 to Term Loan and
Security Agreement, which amended certain provisions of the Term
Loan and Security Agreement, dated June 14, 2007, among the
Company and Wells Fargo.  The Term Loan Amendment prevents
additional borrowings under the Term Loan Agreement and increases
the interest rate for outstanding borrowings from the prime rate
to a rate equal to 2% in excess of the prime rate.  As of June 30,
2011, approximately $5.0 million was drawn on the term loan.

Full copies of the Loan Amendment and Term Loan Amendment are
available for free at:

                        http://is.gd/iX5xwJ
                        http://is.gd/3DBWiK

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$109.11 million in total assets, $119.59 million in total
liabilities, and a $10.48 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


VALLECITO GAS: N.D. Tex. Ct. Rules on Mineral Lease Dispute
-----------------------------------------------------------
Bankruptcy Judge Barbara Houser issued a 29-page Memorandum
Opinion on July 19, 2011, in the lawsuit, Harvey L. Morton, as
Chapter 11 Trustee of Vallecito Gas, LLC, v. Tom D. Kievit, et
al., Adv. Proc. No. 10-3039 (Bankr. N.D. Tex.).  The Chapter 11
Trustee filed the adversary proceeding in March 2010 against
various defendants as recipients of assignments of overriding
royalty interests in a mineral lease, located on the land of the
Navajo Nation in San Juan County, New Mexico, known as the
"Hogback Lease."  Vallecito purchased the mineral lease from
Tiffany.  When the Debtor filed for bankruptcy, there were several
competing claims to the Hogback Lease, asserted in litigation
pending in other fora, and the status of Vallecito's title to the
Hogback Lease was less than clear.  A copy of the Court's ruling
is available at http://is.gd/VsxHdGfrom Leagle.com.

Vallecito Gas, LLC -- http://www.vallecitogas.net/-- is located
in Dallas, Tex., and explores and exploits oil fields located
throughout the Mid-Continent region of the U.S.  Vallecito sought
chapter 11 protection (Bankr. N.D. Tex. Case No. 07-35674) on
Nov. 14, 2007, estimating its assets at more than $1 million and
its debts at less than $1 million.

Harvey L. Morton serves as the Chapter 11 Trustee for Vallecito
Gas, LLC.  Mr. Morton has proposed a First Amended Plan of
Liquidation for the Debtor.  Essentially, the Plan provided that
the the debtor's New Mexico Mineral Lease (against which there are
a number of disputed competing claims) would be sold to Vision
Energy, LLC, in exchange for approximately $6.6 million in cash,
subject to certain terms and conditions, with the proceeds to be
distributed in accordance with the various settlements with the
relevant parties, who agreed to disclaim their alleged interests
in the Hogback Lease in order to permit the sale to Vision to
occur.  The Plan was confirmed on Mar. 17, 2009, but because of a
pending appeal, the Plan was not consummated.


WASHINGTON MUTUAL: Plan Confirmation Trial Continues
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc.'s confirmation hearing
continued July 19 for a fifth day, with shareholders attempting to
prove that some creditors including Aurelius Capital Management LP
used non-public information while trading in WaMu debt.  WaMu
filed its sixth amended plan following the bankruptcy judge's
opinion in January refusing to confirm a prior version.

                   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.


WEGENER CORP: Incurs $502,995 Net Loss in June 3 Quarter
--------------------------------------------------------
Wegener Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $502,995 on $2.21 million of net revenue for the three months
ended June 3, 2011, compared with a net loss of $486,565 on $2.07
million of net revenue for the three months ended May 28, 2010.
The Company also reported a net loss of $1.50 million on $6.61
million of net revenue for the nine months ended June 3, 2011,
compared with a net loss of $1.99 million on $6.34 million of net
revenue for the nine months ended May 28, 2010.

The Company's balance sheet at June 3, 2011, showed $7.79 million
in total assets, $9.31 million in total liabilities, all current,
and a $1.52 million total capital deficit.

The Company's near term liquidity and ability to continue as a
going concern is dependent on its ability to timely collect its
existing accounts receivable balances and to generate sufficient
new orders and revenues in the near term to provide sufficient
cash flow from operations to pay its operating expenses, to
provide for inventory purchases and to reduce past due amounts
owed to vendors and service providers.  No assurances may be given
that the Company will be able to achieve sufficient levels of new
orders in the near term to provide adequate levels of cash flow
from operations.  If the Company is unable to achieve near term
profitability and generate sufficient cash flow from operations
the Company would need to raise additional capital or obtain
additional borrowings beyond its existing loan facility.  The
Company currently has limited sources of capital, including the
public and private placement of equity securities and additional
debt financing.  No assurances can be given that additional
capital or borrowings would be available to allow the Company to
continue as a going concern.  If near term shippable bookings are
insufficient to provide adequate levels of near term liquidity and
any required additional capital or borrowings are unavailable the
Company will likely be forced to enter into federal bankruptcy
proceedings.

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

                        http://is.gd/rRTkhw

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

In Wegener's annual report filed on Nov. 15, 2010, on Form 10-K
for the fiscal year ended Sept. 3, 2010, Habif, Arogeti & Wynne,
LLP, in Atlanta, Ga., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a capital deficiency.


WEST END: Investors Fear for Funds While Bankruptcy Churns On
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a group of investors who
pumped their money into West End Financial Advisors LLC fear the
funds are now dwindling while the fraud-tinged company is bogged
down in bankruptcy.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WHITE FARMS: Labor Dept's Suit Will Be Heard in District Court
--------------------------------------------------------------
District Judge Richard G. Kopf said referral of the lawsuit, 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, Nos. A11-
4049-TJM, 4:10CV3134 (D. Neb.), to the Bankruptcy Court is
withdrawn pursuant to the report and recommendation of Bankruptcy
Judge Timothy J. Mahoney, and the action will proceed in the
United States District Court.  The case is referred to Magistrate
Judge Cheryl R. Zwart for further progression, as required.  A
copy of the Court's July 19, 2011 Memorandum and Order is
available at http://is.gd/2TrvHBfrom Leagle.com.

The suit 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.

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.


WISER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wiser Construction, LLC
        P.O. Box 106
        Moapa, NV 89025

Bankruptcy Case No.: 11-21295

Chapter 11 Petition Date: July 19, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Charles T. Wright, Esq.
                  PIET & WRIGHT
                  3130 S. Rainbow Blvd., Suite 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  E-mail: tiffany@pietwright.com

Scheduled Assets: $6,003,247

Scheduled Debts: $6,423,798

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-21295.pdf

The petition was signed by Adam R. Lewis, managing member.


XODTEC LTD: Posts $427,800 Net Loss in May 31 Quarter
-----------------------------------------------------
Xodtec LED, Inc., reported a net loss of $427,810 on $227,708 of
revenue for the three months ended May 31, 2011, compared with net
income of $770 on $243,785 of revenue for the three months ended
May 31, 2010.

The Company's balance sheet at May 31, 2011, showed $1.51 million
in total assets, $4.37 million in total liabilities, and a
stockholders' deficit of $2.86 million.

As reported in the TCR on June 20, 2011, Simon & Edward, LLP, in
City of Industry, California, expressed substantial doubt about
the Xodtec LED'S ability to continue as a going concern, following
the results for the fiscal year ended Feb. 28, 2011.  The
independent auditors noted that the Company has incurred
significant operating losses, has serious liquidity concerns and
may require additional financing in the foreseeable future.

A copy of the Form 10-Q is available at http://is.gd/j5LXaw

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc., is a
Nevada corporation incorporated on Nov. 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."  The Company, through its subsidiaries, is engaged in
the design, marketing and selling of advanced lighting solutions
which are designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.


XODTEC LED: Incurs $427,810 Net Loss in May 31 Quarter
------------------------------------------------------
Xodtec Led, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $427,810 on $227,708 of revenue for the three months ended
May 31, 2011, compared with net income of $770 on $243,785 of
revenue for the same period during the prior year.

The Company's balance sheet at May 31, 2011, showed $1.51 million
in total assets, $4.37 million in total liabilities and a $2.86
million total stockholders' deficit.

The Company incurred a net loss of approximately $0.4 million and
an operating loss of approximately $0.4 million.  The Company had
a negative cash flow in operating activities amounting
approximately $0.4 million in the three months ended May 31, 2011,
and the Company's accumulated deficit was approximately $6 million
as of May 31, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.  The Company
said it may seek additional funding through additional issuance of
common stock or borrowings from financial institutions and defer
the amounts due under the credit line, however, the Company has
relied primarily on loans from its directors.  Management believes
that actions presently being taken to obtain additional funding
could provide the opportunity for the Company to continue as a
going concern.

As reported by the TCR on June 20, 2011, Simon & Edward, LLP, in
City of Industry, California, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the results for the year ended Feb. 28, 2011.  The independent
auditors noted that the Company has incurred significant operating
losses, has serious liquidity concerns and may require additional
financing in the foreseeable future.

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

                       http://is.gd/j5LXaw

                        About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.

The Company reported a net loss of $1.59 million on $1.03 million
of revenue for the year ended Feb. 28, 2011, compared with a net
loss of $2.23 million on $991,645 of revenue during the prior
year.


* Lehman Represents Virtually All Claim Trading in June
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. and its brokerage
subsidiary accounted for virtually all claims trading in June.
The $2.92 billion of trades in Lehman claims last month
represented 99% of the $2.96 billion in trades reported to
bankruptcy courts, according to data compiled from court records
by SecondMarket Inc.

Mr. Rochelle notes that among the 1,237 reported Lehman claims in
June, 72% resulted from a settlement where Standard Chartered Bank
purchased customers' claims related to so-called mini-bonds that
Lehman sold in Hong Kong.  Although large in number, the minibond
claim trades were only 13% by dollar amount of all Lehman trades.

In the past year, Lehman claims in the face amount of $29.1
billion were traded. Claims against electronics retailer Circuit
City Stores Inc. came in second place at $197 million, or less
than 1% in dollar amount of Lehman trades.

The heavy trading in Lehman claims gave June the third-largest
dollar amount in the past year, SecondMarket reported.

New York-based SecondMarket, a service of New Generation Research
Inc., describes itself the largest secondary market for illiquid
assets.


* State Law Ruling on Claim Approved in Bankruptcy Court
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a dispute over ownership of a valuable painting gave
U.S. Bankruptcy Judge Cecelia G. Morris the opportunity to write
an opinion narrowly interpreting the June ruling by the Supreme
Court in the Stern v. Marshall bankruptcy case.  Judge Morris, in
Poughkeepsie, New York, ruled that she has power to make final
rulings on state-law issues governing the validity of a claim and
ownership of the painting.

Judge Morris' ruling was first reported in the July 20 edition of
the Troubled Company Reporter.  The case involved a painting by
Sandro Botticelli called "Madonna and Child" valued at about $10
million. The owner, Kraken Investment Ltd., said it gave the
painting on consignment to Salander-O'Reilly Galleries in New York
before it went bankrupt in 2007.  The trust for creditors created
under the gallery's confirmed Chapter 11 plan contended the
consignment was invalid because the owner failed to make a filing
required by the New York version of the Uniform Commercial Code.

If there was a valid consignment, Kraken would be entitled to
return of the painting.  If the consignment was invalid, the
painting could be sold with proceeds going to Salander's secured
lender. Kraken wanted ownership of the painting decided in
arbitration in the Channel Islands and enforced by courts there.

The owner filed papers in bankruptcy court demanding enforcement
of an arbitration agreement and contending that Judge Morris
didn't have the right to make rulings on state law.  Judge
Morris's 52-page opinion includes a narrow reading of Stern v.
Marshall, which held that a bankruptcy court lacked constitutional
authority to make final rulings in a lawsuit against a creditor
based on state law.

Judge Morris ruled that neither the Stern decision, nor two
predecessors from the Supreme Court called Marathon and
Granfianciera, says that "the bankruptcy court may not rule with
respect to state law when determining a proof of claim in
bankruptcy."

Judge Morris concluded that deciding the validity of a claim under
state law is a so-called core matter within the jurisdiction of
the bankruptcy court.  Whether bankruptcy courts have
constitutional power to rule on claims under state law was an
issue discussed at oral argument in the Supreme Court in the Stern
case, though it wasn't addressed in the opinion in June.  Judge
Morris also ruled that the arbitration agreement must give way to
the right of the bankruptcy court to rule on a question within
"core" jurisdiction.  In that regard, Judge Morris relied on a
1999 ruling from the U.S. Court of Appeals in New York called
United States Lines.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibited and managed fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case No. 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP, represented the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represented the gallery.

Salander-O'Reilly Galleries was owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also had membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.,
and Richard J. Bernard, Esq,. at Baker & Hostetler LLP; and Susan
P. Persichilli, Esq., at Buchanan Ingersoll PC, represented the
couple in their restructuring efforts.  When they filed for
bankruptcy, Mr. and Mrs. Salander estimated assets and debts
between $50 million and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.  The U.S. Bankruptcy
Judge in Poughkeepsie, New York, converted the Chapter 11 case of
Mr. Salander and his wife to a liquidation in Chapter 7 in May
2008, automatically bringing the appointment of a trustee.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the gallery's case.

On Jan. 20, 2010, the Court confirmed the third amended joint plan
of liquidation proposed by the gallery, the Committee and Bank of
America N.A., the prepetition lender.  Alan M. Jacobs, was
appointed as trustee to the liquidating trust established under
the Plan.  Mr. Jacobs is represented by:

          Ilan Scharf
          PACHULSKI STANG ZIEHL & JONES, LLP
          780 Third Avenue, 36th Floor
          New York, NY 10017-2024
          Tel: 212-561-7700
          E-mail: ischarf@pszjlaw.com


* Treasury Provides Banks With Funds to Encourage Lending
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that the U.S. Treasury Department
on Wednesday said 17 banks have received funding in the second
batch of its signature small-business lending program, another
step meant to encourage community banks to make more loans.


* Canadian Bankruptcies Fall in May 2011
----------------------------------------
The Office of the Superintendent of Bankruptcies said Monday that
the total number of insolvencies (bankruptcies and proposals) in
Canada decreased by 2.8% in May 2011 from the previous month.
Bankruptcies decreased by 4.0%, whereas proposals decreased by
0.6%. Over the past 10 years, there were only two years when the
total number of insolvencies filed in the month of May was higher
than the total number filed in April.

For the month of May 2011, the total number of insolvencies was
4.5% lower than the total number of insolvencies in May 2010.
Consumer insolvencies have decreased by 4.9%, while business
insolvencies have increased by 6.0%.

For the 12-month period ending May 31, 2011, the total number of
insolvencies decreased by 11.5% compared with the 12-month period
ending May 31, 2010.  It is worth noting that the total volume of
insolvency still remains 16.6% higher than the 12-month period
(October 2007 - September 2008) preceding the recession.

Consumer insolvencies decreased by 11.2% compared with the 12-
month period ending May 31, 2010.  Consumer bankruptcies decreased
by 19.7%, while consumer proposals increased by 12.4%.  For the
12-month period ending May 31, 2011, 96.4% of total insolvencies
were filed by consumers.

Business insolvencies fell by 19.7% compared with the 12-month
period ending May 31, 2010.  A reduction in the number of
insolvencies among the transportation and warehousing; retail
trade; manufacturing; construction; professional, scientific and
technical services; and accommodation and food services sectors
largely contributed to this decrease.

The proportion of proposals in consumer insolvencies increased to
33.7% during the 12-month period ending May 31, 2011, up from
21.6% during the 12-month period ending Sept. 30, 2009.  This
increase may be an indication that consumers are taking advantage
of changes to the Bankruptcy and Insolvency Act (BIA).  The
changes, implemented on September 18, 2009, allow consumers more
flexibility in filing proposals.

As of June 29, 2011, two Companies' Creditors Arrangement Act
(CCAA) proceedings initiated in May 2011 were filed with the OSB.
Please refer to the CCAA Records for additional details.

Note: The Insolvency Statistics in Canada - May 2011 Report, which
pertains to bankruptcies and proposals filed under the BIA, does
not include CCAA filings.


* Marks Paneth & Shron LLP Names Forensic Accounting Specialist
---------------------------------------------------------------
New York-area accounting firm Marks Paneth & Shron LLP (MP&S) has
appointed forensic accounting specialist Eric A. Kreuter, Ph.D,
CPA, CFE, age 51, as a partner in the firm's Litigation and
Corporate Financial Advisory Services Group.

Dr. Kreuter recently served as a partner at BST Valuation &
Litigation Advisors, LLC, a New York accounting and consulting
firm.

At MP&S, Dr. Kreuter will help lead litigation and forensic work.
He will also bring to bear his significant experience in
management, commercial damages and human resources issues.

"Forensic accounting and litigation consulting have long been core
services at the firm," said Steven L. Henning, Ph.D, CPA, Partner-
in-Charge of the Litigation and Corporate Financial Services Group
at Marks Paneth & Shron.  "Eric's deep experience in fraud
investigations will allow us to continue to deliver intelligent
guidance to our clients."

Dr. Kreuter was previously a founding shareholder of Marden,
Harrison and Kreuter, CPAs, PC, a firm where he worked, including
its predecessors since 1983.

Dr. Kreuter earned a Ph.D in Clinical Psychology from Saybrook
University in San Francisco, California.  Previously, he earned a
Masters degree in Industrial Psychology from Long Island
University in Dobbs Ferry, New York, and a Bachelors of Business
Administration in Accounting degree from Manhattan College in
Bronx, New York.

Dr. Kreuter has had over a dozen years of teaching experience as
an Associate Professor at Mercy College in Dobbs Ferry, New York,
where he taught graduate classes in Human Resource Management.  He
serves on the American Board of Forensic Accounting of the
American College of Forensic Examiners International.

                  About Marks Paneth & Shron

Marks Paneth & Shron LLP -- http://www.markspaneth.com/--
is an accounting firm with nearly 475 people, of whom
approximately 60 are partners and principals.  The firm provides
businesses with a full range of auditing, accounting, tax,
bankruptcy and restructuring services as well as litigation and
corporate financial advisory services to domestic and
international clients.  The firm also specializes in providing tax
advisory and consulting for high-net-worth individuals and their
families, as well as a wide range of services for international,
real estate, media, entertainment, nonprofit, professional and
financial services and energy clients.  The firm has a strong
track record supporting emerging growth companies, entrepreneurs,
business owners and investors as they navigate the business life
cycle.

The firm's subsidiary, Tailored Technologies, LLC, provides
information technology consulting services.  In addition, its
membership in JHI, the leading international association for
independent business advisers, financial consulting and accounting
firms, facilitates service delivery to clients throughout the
United States and around the world.  Marks Paneth & Shron LLP,
whose origins date back to 1907, is the 30th largest firm in the
nation and the 13th largest in the New York area.  In addition,
readers of the New York Law Journal rank MP&S as one of the area's
top forensic accounting firms.


* BOOK REVIEW: Corporate Debt Capacity
--------------------------------------
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
294 pages.
List Price: $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings of
the research, but rather shows the limitations of the thinking of
most businesspersons at the time or their blind spots regarding
the role of debt, especially with respect to potentials for
growth, longevity, and other interests of business management.

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable. The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with the
financial parts of corporations had an effect on corporate debt of
the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently. Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy." The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--realizing
that it is such "attitudes" more than what financial figures
disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.  This
false sense is bound in with conventional, inherited concepts and
images of a corporation having no relation to facts.  Such
conventional views are perpetuated by an aversion to risk.  The
less debt, the less risk, according to the prevailing precept.
But Donaldson points out that managers who observe this actually
often pursue greater risks in product development, entering new
markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and other
financial phenomena also evidence changed regard of debt found in
Donaldson's work.  The tipping of the balance to too much debt for
many corporations and beyond cannot be attributed to the book
however.  For in urging new concepts and uses of debt for the
better management of corporations, Donaldson also goes into
determination and control of risks entailed in new types of debt.

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.



                           *********

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, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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