TCR_Public/120620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 20, 2012, Vol. 16, No. 170


                            Headlines

1701 COMMERCE: Court OKs John P. Lewis as Bankruptcy Counsel
10717 LLC: Wants to Hire Barbanti to Market New York Property
10717 LLC: Committee Retains Ira Abel as Attorney
10717 LLC: Court Approves Rosenberg as Bankruptcy Counsel
450 HAY: Owner Seeks City's Permission to Demolish Vacant Hotel

ALT HOTEL: BMC Group Approved as Voting Tabulation Agent
ALT HOTEL: Taps LW Hospitality to Appraise Allerton Hotel
AMERICAN AIRLINES: Seeks to Reject Chicago Ground Lease
AMERICAN AIRLINES: Court Appoints Robert Keach as Fee Examiner
AMERICAN AIRLINES: Seeks to Expand E&Y Work

AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
AMERICAN ARCHITECTURAL: Case Summary & Creditors List
ANTS SOFTWARE: Frank Kautzmann Named COO and CTO
ARLIN GEOPHYSICAL: Sec. 341 Creditors' Meeting Today
AMERICAN DEFENSE: Armor Offers to Purchase $1.5MM Common Shares

APOLLO MEDICAL: Delays Form 10-Q for April 30 Quarter
ATRINSIC INC: Files for Chapter 11 With Plan
BALL GROUND: RRDA Meeting Set to Discuss Chapter 11 Case
BALL GROUND: Sec. 341 Creditors' Meeting Set for June 28
BEHRINGER HARVARD: Unit Transfers 39 Condominiums to Westdale

BICENT HOLDINGS: Files Schedules of Assets and Liabilities
BICENT HOLDINGS: Taps Scotia Capital as Financial Advisor
BMF INC: Plan Offers 20% for Unsecured Creditors in 7 Years
BROADCAST INTERNATIONAL: Donald Harris Named to Board
BROADVIEW NETWORKS: Moody's Cuts CFR to 'Caa2'; Outlook Negative

CABRINI MEDICAL: Retired Doctors Can't Pursue Alter-Ego Claims
CAPITOL BANCORP: Ronald Sable Resigns from Board of Directors
CAPSALUS CORP: Withdraws Form 15 Notification with SEC
CIRCUS AND ELDORADO: Has Final OK to Hire KCC as Claims Agent
CIRCUS AND ELDORADO: Committee Wants to Hire LSC as Nevada Counsel

CIRCUS AND ELDORADO: Committee Taps Stutman as Bankr. Counsel
CIRCUS AND ELDORADO: Cash Use Hearing Delayed to June 25
CIRCUS AND ELDORADO: U.S. Trustee Forms 3-Member Creditors Panel
CLARE AT WATER: DIP Lender Paid in Cash from Assets Sale
CLARE OAKS: DIP Loan's Auction Deadline Extended to Aug. 14

CLEARWIRE CORP: 12 Directors Elected at Annual Meeting
COLONIAL BANCGROUP: Execs to Pay $2.5MM to Settle ERISA Claims
COMARCO INC: Incurs $712,000 Net Loss in April 30 Quarter
CONQUEST AIR: Court Limits Attachment of Tax Liens
COUDERT BROTHERS: Creditors Oppose Immediate Appeal on Fees

CROSSOVER FINANCIAL: Court Yet to Decide on Case Dismissal Plea
CRYSTALLEX INT'L: Appellate Court Affirms DIP Loan Approval
DELBERT HODGE: Court Clarifies Plan Payments to BankUnited
DELTRON INC: Common Stock No Longer Trades on OTCQX
DEWEY & LEBOEUF: Issue on Unfinished Work in Coudert Case

DIAMOND BEACH: Court OKs Employment of Hoover Slovacek as Counsel
DIAMOND BEACH: International Bank Seeks Chapter 11 Case Dismissal
EAST HARLEM: Plan of Reorganization Wins Court Confirmation
EMPIRE LAND: Former CEO, Attorneys Escape Sanctions in Ch. 7 Row
ENERGY CONVERSION: Solar Business Assets Auction on June 26

ENERGY CONVERSION: Committee Balks at Alwitra-Led Bidding Process
ENERGY CONVERSION: Committee Balks at Equipment Auction Rules
FIRSTFED FINANCIAL: FDIC Objects to Disclosure Statement
GAC STORAGE: Bank of America Wants San Tan Case Dismissed
GENERAL AUTO BUILDING: North Park to Invest $400,000 Under Plan

GETTY PETROLEUM: Committee Can Hire KCC as Solicitation Agent
GIBRALTAR KENTUCKY: Hearing Tomorrow on More Plan Exclusivity
GREGORY EVERETT: George Tate Barred From Representing Debtors
GW PARTNERS: Peachtree Wants to Prohibit Use of Cash Collateral
GW PARTNERS: Fifth Third Bank Seeks to Dismiss Chapter 11 Case

HALO WIRELESS: 5th Circ. Upholds Firm's Chapter 11 Stay Exemptions
HARBORSIDE 17: Bridgeton, NC Marina and Club Owner in Chapter 11
HARBORSIDE 17: Case Summary & 12 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Committee Taps FTI as Financial Advisor
HAWKER BEECHCRAFT: Panel Taps Kurtzman Carson as Information Agent

HD SUPPLY: Unit Agrees to Acquire Peachtree Business Products
HOSTESS BRANDS: Files Schedules of Assets and Liabilities
HOUGHTON MIFFLIN: U.S. Trustee Faults Releases in Plan
HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Administrative Agent
HOUGHTON MIFFLIN: Can Hire Paul Weiss as Bankruptcy Attorneys

HWI GLOBAL: Files for Chapter 7 Liquidation
ICG REAL ESTATE: Files List of 10 Largest Unsecured Creditors
IMPERIAL PETROLEUM: Reports $1-Mil. Net Income in April 30 Qtr.
INTELLICELL BIOSCIENCES: To Issue 7MM Common Shares Under Plan
INTERNATIONAL ENVIRONMENTAL: Sec. 341 Creditors' Meeting on July 6

JASMINE AT ORLANDO: Voluntary Chapter 11 Case Summary
JESCO CONTRUCTION: Taps Attorneys for Illinois FEMA Litigation
KMART CORP: Michigan Appeals Court Revives Legal Malpractice Suit
KV PHARMACEUTICAL: Incurs $102.3 Million Net Loss in Fiscal 2012
LANDAMERICA FINANCIAL: Insurers to Pay $36 Mil. Over D&O Claims

LANTERN PARTNERS: Sec. 341 Creditors' Meeting Set for July 10
LARSON LAND: Sec. 341 Creditors' Meeting Set for June 22
LARSON LAND: Proposes DIP Financing Agreement With Ontario-ConAgra
LEE BRICK: Case Summary & 20 Largest Unsecured Creditors
LEONARD ALBANESE: Guarantee Lawsuits Cue Chapter 11 Bankruptcy

LUMBER PRODUCTS: Ch. 11 Trustee Can Sell Assets to Rugby-LP, LLC
M WAIKIKI: Files Fourth Amended Reorganization Plan
MCM RESORT: Bankruptcy Filing Blocks Foreclosure Auction
MERCED FALLS: Court Confirms Plan Co-Proposed by American AgCredit
MONTANA ELECTRIC: Performance 'Improved', Investors Eyed

MSR RESORT: Extends Plan Filing Deadline Until June 28
NET ELEMENT: Files Copy of Agreement & Plan of Merger
NEW CENTURY MORTGAGE: Tex. App. Ct. Rules on Homeowners' Suit
NEW STREAM: 2nd Amended Plan of Reorganization Declared Effective
NEWPAGE CORP: Creditors Disagree on How to Break Ch. 11 Deadlock

NORTHSTAR AEROSPACE: Meeting to Form Creditors' Panel on June 25
NORTHSTAR AEROSPACE: Case Summary & 30 Largest Unsecured Creditors
NOVASOLAR INC: Thin-Film Solar Manufacturer in Chapter 11
OPPENHEIMER PARTNERS: Plan Confirmation Hearing on August 9
PHILADELPHIA ORCHESTRA: DIP Financing Access Extended to Dec. 31

PRESIDENTIAL REALTY: Unit Borrows $500,000 from Country Bank
PRINCE SPORTS: Creditors Object to Brand Deal, Chapter 11 Plan
QUANTUM CORP: Incurs $8.8 Million Net Loss in Fiscal 2012
REAL MEX: Taps Deloitte FAS to Continue CRG Partners' Work
RG STEEL: Asset 'Fire Sale' Only Benefits Owners, Creditors Say

RLD INC: Creditor Exchange Bank Wants Plan Confirmation Denied
RTW PROPERTIES: Federal Income Tax Lien Dispute Cues Bankruptcy
RTW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
SAAB CARS: Rejects CLS Logistics Services Agreement for Parts Sale
SAAB CARS: Taps PricewaterhouseCoopers LLP as Tax Accountants

SADLER CLINIC: Case Summary & 20 Largest Unsecured Creditors
SAGE PHYSICIAN: Bankruptcy Stays Ergen Revocable Trust's Suit
SAND TECHNOLOGY: Cuts 18 Positions to Reduce Costs
SEARCHMEDIA HOLDINGS: Fails to Comply With NYSE Equity Standards
SEQUOIA PARTNERS: Hires CBRE as Real Estate Appraiser

SMF ENERGY: Has Final Authority to Use Cash Collateral
SMI NEW HOME: Kentucky Appeals Court Affirms Sale Order
SOUTH SIDE HOUSE: Postpetition Rent Belongs to Estate
SOUTHERN PRODUCTS: Incurs $1.5 Million Net Loss in Fiscal 2012
SOUTHERN UNION: Fitch Says New Holding Company Favors ETP

SPEEDEMISSIONS INC: Has $2MM Credit Agreement with TCA Global
STRATEGIC AMERICAN: Reports $73,000 Net Income in April 30 Qtr.
THORNBURG MORTGAGE: Ms. Chavez?Ruark Withdrawn as Panel's Counsel
TOWNSEND CORP: Court OKs Sale Protocol, Minimum Bids Set at $5MM
TRANS-LUX CORP: Andrew Aldrich Resigns as Chief Strategy Officer

U.S. EAGLE: Creditors Committee Reserves Right to Object to Plan
U.S. FIDELIS: Court Approves Greensfelder as WARN Act Counsel
VUZIX CORPORATION: Completes Sale of Tactical Display Group
W.R. GRACE: Dist. Court Overrules Objections to Plan
W.R. GRACE: Wins Approval of 2012 Long-Term Incentive Plan

W.R. GRACE: Anderson Hospital Wants Relief From Plan Order
W.R. GRACE: Judge Approves $19.5MM Settlement With Libby Claimants
WESTERN POZZOLAN: Files Schedules of Assets and Liabilities
WVSV HOLDINGS: Trustee Unable to Appoint Creditors' Committee
WVSV HOLDINGS: Wants to Hire Cooley for Ariz. High Court Review

ZURVITA HOLDINGS: Incurs $1.2-Mil. Net Loss in April 30 Quarter

* Small Banks Put Up "For Sale" Sign, WSJ Reports
* One Exchange Launches Bankruptcy Claims Online Trading Platform

* Upcoming Meetings, Conferences and Seminars

                            *********

1701 COMMERCE: Court OKs John P. Lewis as Bankruptcy Counsel
------------------------------------------------------------
The Bankruptcy Court authorized 1701 Commerce, LLC, to employ John
P. Lewis, Jr. as its Chapter 11 counsel.  Mr. Lewis' hourly rate
is $300.  He has received a retainer of $30,000, paid by the
Debtor to secure the fees, costs, and expenses that may be allowed
by the Court.

                       About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


10717 LLC: Wants to Hire Barbanti to Market New York Property
-------------------------------------------------------------
10717 LLC seeks permission from the Bankruptcy Court to employ
Barbanti Group as its real estate broker to sell an 18 acres of
real property in the Town of Thompson, Sullivan County, New York.
The Debtor believes retaining the Barbanti Group to market and
serve as the realtor will benefit the estate because of its
experience and knowledge of the Sullivan County market and
expertise in selling commercial property.

Barbanti Group has agreed to accept a commission of 3% of the
sales price, which the Debtor believes to be reasonable.

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Judge Jerome Feller presides over the case. The Debtor is
represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.


10717 LLC: Committee Retains Ira Abel as Attorney
-------------------------------------------------
The Official Committee of Unsecured Creditors of 10717 LLC sought
and obtained permission from the Bankruptcy Court to retain the
law office of Ira R. Abel, Esq., as its bankruptcy counsel.

In addition to acting as primary spokesmen for the Committee, it
is expected that the Firm will, without limitation, assist, advise
and represent the Committee with respect to:

   (a) the administration of this case and the exercise of
       oversight with respect to the Debtor's affairs, including
       all issues in connection with the Debtor, the Committee or
       this case;

   (b) prepare on behalf of the Committee necessary applications,
       motions, memoranda, orders, reports and other legal papers
       or pleadings; and

   (c) negotiate and evaluate debtor-in-possession financing and
       any other potential financing alternatives.

Mr. Abel, as the sole member of the Firm, will be the professional
responsible for providing services to the Committee.  His billing
rate is $420 per hour.  It is the firm's policy to charge its
client for all expenses including, among other things,
computerized research, filing fees, photocopying charges and
travel.

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

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Judge Jerome Feller presides over the case. The Debtor is
represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.


10717 LLC: Court Approves Rosenberg as Bankruptcy Counsel
---------------------------------------------------------
The Bankruptcy Court authorized 10717 LLC to employ Bruce Weiner,
Esq., and the law firm of Rosenberg Musso & Weiner
LLP, as counsel.  The Debtor has provided the firm a
$5,000 retainer fee.

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Judge Jerome Feller presides over the case. The Debtor is
represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.


450 HAY: Owner Seeks City's Permission to Demolish Vacant Hotel
---------------------------------------------------------------
Michael Futch at fayobserver.com reports that John Chen, owner of
the vacant Hotel Prince Charles, has filed a request with the city
to demolish the historic downtown property, though a federal
bankruptcy judge would have to sign off on the plan.

According to the report, Bruce Daws, the city's historic
properties manager, received owner Mr. Chen's application to tear
down the Prince Charles last week.  Mr. Daws said he has forwarded
the request to Brian Meyer, an assistant city attorney, who will
respond based on the legal standing of the property in bankruptcy.

"In terms of demolition," the report quotes Mr. Meyer as saying,
"he can submit that to the city for it to get approval from the
Historic Resources Commission.  Because of the bankruptcy, he
can't actually do the demolition until he gets approval from the
U.S. Bankruptcy Court.  They have to approve of any disposal of
property."

The report notes the Prince Charles has remained shuttered since
the Fall of 2010 when the city fire marshal forced the evacuation
of tenants, many of whom were renting by the month.  The
building's power and water are turned off, which the city says
poses a fire hazard.  Inspectors restricted pedestrian access in
front of the Hay Street building after pieces of the exterior
concrete facade crumbled to the sidewalk.

The report adds the city sought the auction to collect on a
$77,000 judgment against Mr. Chen, a developer from Queens, N.Y.,
over the installation of a vinyl window that violated appearance
codes.  Mr. Chen has said he will not pay the fine because he does
not believe it is fair.

According to the report, Mr. Chen has to file additional paperwork
for review by the bankruptcy court by July 10.

Mr. Chen's corporation, 450 Hay LLC, filed for Chapter 11
bankruptcy protection in the Eastern District of North Carolina in
April 2012 to stave off a forced auction in April.  According to
the report, Mr. Chen indicates he is interested in selling off
part of the property to satisfy his debts.  The bankruptcy
petition estimated assets of $1 million to $10 million and
estimated liabilities of $50,000 to $100,000.  450 Hay's creditors
holding the largest unsecured claims are listed as the LSV
Partnership of Fayetteville, an architectural and planning firm
Chen hired to help bring the building up to code; the Cumberland
County tax office; Hanover Ironworks of Wilmington; and Embarq
Communications.


ALT HOTEL: BMC Group Approved as Voting Tabulation Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to ALT Hotel, LLC's case docket, authorized the Debtor
to employ BMC Group, LLC to act as the Debtor's plan solicitation
and voting tabulation agent.

As reported in the Troubled Company Reporter on May 4, 2012, BMC
will assist the Debtor in connection with (a) soliciting
acceptances or rejections to the Chapter 11 plan, including
mailing out the solicitation packages and notices of non-voting
status, and (b) tabulating the acceptance and rejections of the
Plan based on the ballots received by the Debtor from the three
impaired classes -- Classes 1, 3 and 4.  BMC estimates its
compensation in this case will be under $5,000.

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

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


ALT HOTEL: Taps LW Hospitality to Appraise Allerton Hotel
---------------------------------------------------------
ALT Hotel, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Illinois for permission to employ LW Hospitality
Advisors, LLC as valuation expert as of June 16, 2012.

LWHA will conduct an appraisal of the Debtor's primary asset -- a
hotel located off Michigan Avenue in Chicago, Illinois, known as
Allerton Hotel, and to testify as an expert witness at the
July 23, confirmation hearing.

Prepetition, the Debtor employed LWHA for the initial appraisal of
the hotel and accompanying expert report.  On May 11, an affiliate
of the Debtor, Petra CDO P&I paid an additional $15,000 fee to
LWHA in connection with the update to the initial LWHA report.
The Debtor owed LWHA $21,317.  NW&A intends to pay the amount out
of the firm's IOLTA trust account.

Fees associated with litigation support services are billed at
these hourly rates:

         Daniel H. Lesser, president, CEO       $600
         Executive Managing Director            $450
         Managing Director                      $400
         Senior Vice President                  $350
         Senior Associate                       $200
         Associate                              $175

In connection with the litigation support services, LWHA has
requested a retainer of $20,000.  The Debtor intends to pay from
the NW&A IOLTA trust account plus a balance of $1,317 in expenses
incurred earlier in the case.

A hearing on June 25, at 10 a.m., has been set.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN AIRLINES: Seeks to Reject Chicago Ground Lease
-------------------------------------------------------
AMR Corp. and its affiliates seek permission from the Bankruptcy
Court to reject a ground lease agreement between American
Airlines, Inc., and the City of Chicago.

On Oct. 8, 1969, Sky Chefs and the City entered into the Ground
Lease, which afforded Sky Chefs the use and enjoyment of certain
premises and facilities owned by the City at Chicago O'Hare
International Airport.  Sky Chefs subsequently assigned its
interests under the Ground Lease to Skyhare Corp.  In turn,
Skyhare subleased its interest in the Ground Lease back to Sky
Chefs by a Lease and Agreement.

Fifteen years later, Skyhare assigned its interest in the Ground
Lease to American.  Sky Chefs also assigned its interest in the
Lease and Agreement and its remaining interest in the Ground
Lease to American.  In turn, American subleased its interest in
the Ground Lease back to Sky Chefs by an Agreement of Sublease
for In-flight Kitchen Premises at Chicago-O'Hare International
Airport.

The City consented to the assignment of Skyhare's interests to
American and the subletting of the Premises by American to Sky
Chefs by the Sublease.  The City further released Sky Chefs of
its obligations under the Ground Lease.  The Commissioner of
Aviation of the City also gave its consent to the transactions.

The Premises currently are not being used by American or Sky
Chefs.  The Debtors seek to reject the Premises because it
constitutes an unnecessary ongoing expense and has no value to
their estates.

To consensually resolve issues relating to the Sublease, American
and Sky Chefs negotiated an agreement, which provides that the
Sublease will terminate; provided that until the Rejection Date,
Sky Chefs' obligations under the Sublease will continue to apply.

In turn, Sky Chefs will provide to American credits totaling $6.5
million against future amounts due from American to Sky Chefs for
catering and related services.  The Credits will be equally
spread over a period of five years, with annual Credits in the
amount of $1.3 million beginning on September 1, 2013.

The Parties further agree that as of the Rejection Date, American
waives any and all claims it may have against Sky Chefs relating
in any way to Sky Chefs' obligations under the Sublease.  Sky
Chefs will retain no further obligations under the Sublease.

The Debtors further ask the Court to approve the agreement for
the termination of the Sublease.

The Court shortened the notice period with respect to the
Debtors' request so that a hearing on the request will be held on
June 20, 2012.  Objections are due June 15, and a reply deadline
on June 19.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Court Appoints Robert Keach as Fee Examiner
--------------------------------------------------------------
Bankruptcy Judge Sean Lane appointed Robert J. Keach as fee
examiner in AMR Corp.'s Chapter 11 cases, nunc pro tunc to May 1,
2012.

The U.S. Trustee for Region 2 made the recommendation to appoint
Mr. Keach after consultation with the Debtors and the Official
Committee of Unsecured Creditors.

The Fee Examiner's purpose will be to assist the Court in
determining whether applications for allowance of fees and
reimbursement of expenses filed by professionals comply with the
Bankruptcy Code and applicable rules and guidelines, as well as
to provide transparency in the administration of the Chapter 11
cases regarding the compensation of professionals.

The Fee Examiner is also designated a notice party pursuant to
Interim Compensation Order with Monthly Statements and all other
documents to be sent or served upon this address:

        Robert J. Keach, Esq.
        BERNSTEIN SHUR
        100 Middle Street P.O. Box 9729
        Portland, ME
        E-Mail: rkeach@bernsteinshur.com

After reviewing each Application, the Fee Examiner will prepare
periodic reports on each Application, setting forth any issue or
objection relating to the Retained Professional's Application and
transmit the Preliminary Report to the Debtors, the Creditors'
Committee and the U.S. Trustee and the retained professional that
is subject of the preliminary report.

The Fee Examiner and the retained professional will endeavor to
reach a mutually acceptable resolution of any issues identified
by the Fee Examiner in the Preliminary Report.  The Fee Examiner
will file a final report setting forth any unresolved objections
to the Application.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Seeks to Expand E&Y Work
-------------------------------------------
In a supplemental application, AMR Corp. and its affiliates seek
to employ Ernst & Young LLP as their auditor and tax services
provider, nunc pro tunc to May 7, 2012.

The Debtors have determined that it is necessary to expand the
scope of Ernst & Young's employment to perform additional
auditing services, including:

  (a) Reporting on the balance sheet as of December 31, 2011 and
      the related consolidated statements of operations,
      stockholder's equity and cash flows for the year ended
      December 31, 2011 of Executive Ground Services, Inc.; and

  (b) Auditing the special purpose statement of the net revenue
      amount for American Airlines, Inc. for the period ended
      December 31, 2011, in accordance with the Alliance
      Standard Accounting Principles as set forth in the Revenue
      Sharing Agreement between American Airlines, Inc. and
      Japan Airlines.

The Debtors will compensate EY LLP for the Additional Services:

(A) Fixed Fee for Executive Ground Statutory Audit Services --
    The Debtors have agreed to pay Ernst & Young a fixed fee
    equal to $30,000 for services rendered in connection with
    the Executive Ground Statutory Audit Services.

(B) Hourly Fees for JAL Special Purpose Statement Services -- EY
    LLP intends to charge the Debtors for the JAL Special
    Purpose Statement Services based on its agreed hourly rates
    for such services, which range from $175 for Staff to $520
    per hour for Partners depending on the particular services
    being provided.

Ernst & Young will also seek reimbursement for expenses incurred.

James Bradow, a partner at Ernst & Young LLP, discloses that his
firm is currently a party or participant in certain litigation
matters involving parties-in-interest in these Chapter 11 cases.
He further discloses that certain parties-in-interest are lenders
to Ernst & Young, including Barclays Bank; Citibank, NA; Fifth
Third Bank; JP Morgan Chase Bank, NA; Lloyds TSB Bank PLC; PNC
Bank NA; Wells Fargo; and the Royal Bank of Scotland PLC.  The
firm has also borrowed long term debt from Metropolitan Life
Insurance Company and Westchester Fire Insurance Company.  Ernst
& Young continues to research connections to these two
connections: American Beacon and PG&E.

A copy of Ernst & Young's supplemental connections is available
for free at http://bankrupt.com/misc/AMR_E&YSuppClientDisc.pdf

Notwithstanding, Ernst & Young assures the Court that it is a
"disinterested person" as the term" is defined under Section
101(14) of the Bankruptcy Code.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
the Insurer Financial Strength (IFS) ratings of its insurance
operating subsidiaries: American Equity Investment Life Insurance
Company (AEILIC) and American Equity Investment Life Insurance
Company of New York, at 'BBB+'.  The Rating Outlook is Stable.

Fitch views AEL's chief credit strengths to be:

  -- A high credit quality bond portfolio;
  -- Good operating results;
  -- Adequate risk-adjusted capitalization; and
  -- Strong competitive position in the fixed indexed annuity
     market.

Fitch considers AEL's bond portfolio to be of high credit quality,
although there has been a shift to lower quality, yet still
investment grade bonds in recent years.  At March 31, 2012, U.S.
Government sponsored agencies accounted for approximately 15% of
fixed income securities and 98% of the portfolio was investment
grade according to NAIC standards.  Given the composition of the
investment portfolio, AEL had comparably less investment related
losses over the recent period of challenging capital markets than
many of its peers.  As the composition of AEL's portfolio
continues to change as certain fixed maturity securities are
subject to call redemption, Fitch expects credit risk will rise to
levels more consistent with historical life insurance industry
averages.

AEILIC's statutory total adjusted capital increased 14% in 2011 to
$1.7 billion. Fitch views AEILIC's NAIC risk based capital (RBC)
ratio as adequate for the rating category.  For Dec. 31, 2011, RBC
was 346%, up from its year end 2010 level of 339%. Fitch
anticipates that AEILIC's 2012 RBC ratio will be maintained above
300% as internally generated capital will be partially offset by
continued strong sales growth and increased credit risk as the
company continues the slow shift of its portfolio allocation from
federal agency securities to corporate bonds.  Based on the
company's strong sales trends, Fitch believes that AEL may need to
manage sales growth and access reinsurance markets in the future
given the strain new FIA sales have on risk-based capital.

Fitch's primary rating concerns include:

  -- AEL's high financial leverage
  -- Increasing credit risk in AEL's investment portfolio;
  -- AEL's lack of diversification in revenue and earnings, as
     well as distribution;
  -- Above average exposure to interest rate risk.

AEL's financial leverage was 39% at March 31, 2012, which Fitch
considers high, and is the primary factor in the extra notch in
the company's IDR from its IFS rating.  Fitch anticipates the
company's financial leverage will continue to gradually decline
over the next couple of years.  Although the company does not have
a stated maturity of debt until September 2015, the company is
exposed to a potential 'put' of its 2024 and 2029 notes totaling
$144 million on Dec. 15, 2014.

Fitch believes the credit quality of AEL's investment portfolio's
will continue to decline from its historically high level given
the significant amount of callable federal agencies securities
redeemed in the past two years and additional fixed income
securities that are becoming subject to call redemption in 2012.
AEL has reinvested redemption proceeds primarily in corporate
bonds (largely rated 'A' and 'BBB') and commercial mortgages.

Fitch expects AEL's investment losses in 2012 to be comparable to
losses reported in 2011.  In 2011, the company reported $19.4
million of other than temporary impairments (OTTI) on its
residential mortgage-backed securities holdings, as well as $18.6
million in net realized losses driven primarily by a $30.8 million
increase in the company's allowance for credit losses on
commercial mortgages.  Despite the increase relative to 2010,
Fitch views the level of AEL's investment losses in 2011 to be
manageable given the company's earnings and capital position.

AEL's above average interest rate risk reflects the company's
focus on spread based annuity products.  The near-term concern is
the ongoing low interest rate environment, which will present
challenges for the company in terms of maintaining its interest
rate spreads.  This concern is amplified somewhat by the company's
dwindling, yet still significant allocation to U.S. government
agency callable securities.  Although this risk is declining as
these bonds have been redeemed, the lower rates at which the
redemption proceeds have been reinvested have accelerated the
decline of the overall yield earned on the company's fixed income
portfolio.  From a longer-term perspective, as AEL's book of
business matures, the occurrence of a rapid increase in interest
rates could have an adverse effect on its financial position, as
it could result in a sharp increase in surrenders while the value
of its largely fixed rate investments decline in market value.
Positively, Fitch notes that AEL's book of business currently
exhibits strong protection in terms of significant surrender
charges to help offset the cost to the company of early policy
terminations.

AEL is headquartered in West Des Moines, Iowa, and reported total
GAAP assets of $33.0 billion and equity of $1.4 billion at
March 31, 2012.  AEILIC, the main operating subsidiary of AEL, is
also headquartered in West Des Moines and had statutory total
adjusted capital of $1.7 billion at Dec. 31, 2011.

The key rating triggers that could result in an upgrade include:

  -- Enhanced capitalization with RBC above 350% on a sustained
     basis;

The key rating triggers that could result in a downgrade include:

  -- A reduction in capitalization with RBC below 300%;
  -- A significant deterioration in operating results such that
     interest coverage declines below 3x;
  -- Significant increase in lapse/surrender rates;
  -- Significant increase in credit related impairments in 2012;
  -- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

  -- A sustainable decline in financial leverage below 30%;
  -- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has affirmed the following ratings with a Stable Outlook:

American Equity Investment Life Holding Company

  -- Issuer Default Rating (IDR) at 'BB+';
  -- 3.50% senior convertible debentures due 2015 at 'BB';
  -- 5.25% senior convertible debentures due 2024 at 'BB';
  -- 5.25% senior convertible debentures due 2029 at 'BB';
  -- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

  -- Insurer Financial Strength (IFS) at 'BBB+'.

American Equity Investment Life Insurance Company of New York

  -- IFS at 'BBB+'.


AMERICAN ARCHITECTURAL: Case Summary & Creditors List
-----------------------------------------------------
Debtor: American Architectural, Inc.
        2260 State Road
        Bensalem, PA 19020

Bankruptcy Case No.: 12-15818

Affiliate that filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Advanced Acquisitions, LLC             12-15819

Chapter 11 Petition Date: June 15, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

About the Debtors: American Architectural is a provider of quality
                   building enclosures.  Advanced Acquisitions is
                   the beneficial owner of a 98,000 square feet
                   facility in Bensalem, Pennsylvania, which
                   houses AAI's offices and manufacturing plant.
                   AAI has 49 employees.

                   AAI completed work on many high profile
                   projects in New York including, the AOL/Time
                   Warner facility at Columbus Circle, the Lincoln
                   Center, the Museum of Arts and Design, the New
                   York Historical Society, and the JetBlue
                   Terminal 5 at JFK International Airport, to
                   name just a few of our noteworthy projects.
                   Recently, AAI completed the east coast's
                   largest canopy for Goldman Sachs and has
                   recently closed its fourth major World Trade
                   Center rebuild project.

Debtors' Counsel: Aris J. Karalis, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: akaralis@cmklaw.com

                         - and ?

                  Robert W. Seitzer, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: rseitzer@cmklaw.com

Debtors'
Accountants:      DOUGLAS ZIEGLER, LLC

AAI's Estimated Assets: $10,000,001 to $50,000,000

AAI's Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by John Melching, president/CEO.

American Architectural's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
O'Neal Flat Rolled Metals          --                     $692,511
  dba TAD Metal, Inc., NE
Lockbox 7281
P.O. Box 8500
Philadelphia, PA 19178

Major Tool & Machine               --                     $659,337
1458 East 19th Street
Indianapolis, IN 46218

Jackson Installation               --                     $493,182
8008 Route 130 North
Building A, Suite 210
Delran, NJ 08075

Saftifirst                         --                     $236,598
325 Newhall Street
San Francisco, CA 94124

M.G. McLaren, P.C.                 --                     $189,513

Sentech Architectural Systems, LLC --                     $183,351

Citibank                           --                     $167,122

Intercom S.r.l.                    --                     $165,750

American Express                   --                     $159,673

Wells Fargo                        --                     $145,054

Signature Metal & Marble           --                     $122,673
Maintenance

J.E. Berkowitz, LP                 --                     $117,107

Stainless Plate Products, Inc.     --                     $114,741

Zober Industries, Inc.             --                     $113,870

Oldcastle Glass ? NY               --                      $97,765

American Aluminum Extrusion Co LLC --                      $64,100

GMS                                --                      $57,426

Ellison Bronze, Inc.               --                      $54,419

Stainless Doors, Inc.              --                      $47,482

Polished Metals Limited, Inc.      --                      $46,626


ANTS SOFTWARE: Frank Kautzmann Named COO and CTO
------------------------------------------------
ANTs software inc., by unanimous consent of its Board of
Directors, appointed Dr. Frank N. Kautzmann, III, as Chief
Operating Officer and Chief Technology Officer of the Company.

                         About Ants Software

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

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

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

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

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARLIN GEOPHYSICAL: Sec. 341 Creditors' Meeting Today
----------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 19, will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Arlin Geophysical Company, Inc., on June 20, 2012, at 405
South Main.

Proofs of claim are due in the case by Sept. 18, 2012.  Government
proof of claim is due by Nov. 19, 2012.

Park City-based Arlin Geophysical Company, Inc., filed a Chapter
11 petition (Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in
Salt Lake City, Utah.  The Debtor estimated assets and debts of
$10 million to $50 million.  Judge William T. Thurman presides
over the case.  Perry Alan Bsharah, Esq., at Bsharah Law Group
serves as the Debtor's bankruptcy counsel.  This is the second
time Arlin filed for Chapter 11 protection.  It previously sought
creditor relief (Case No. 09-3391) on Dec. 9, 2009.


AMERICAN DEFENSE: Armor Offers to Purchase $1.5MM Common Shares
---------------------------------------------------------------
Armor Defense Systems, Inc., offered to purchase for a tax-free
share exchange up to $1,542,441 in value of shares of common
stock, $0.001 par value per share of American Defense Systems,
Inc., upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated June 13, 2012.

The Offer is being made pursuant to a Section 253 of the Delaware
General Corporation Law.  Specifically, assuming a minimum of 90%
of the issued and outstanding share elect to tender pursuant to
the offer, the Subject Company and Armor Defense will enter in to
Agreement and Plan of Merger.  The Merger Agreement will provide,
among other things, that pursuant to the Offer and subject to
certain conditions, Armor Defense will be merged with and into the
Subject Company, with Subject Company continuing as the surviving
corporation.  In the Merger, each share outstanding immediately
prior to the effective time of the Merger will be canceled and
converted into the right to receive one share of Armor Defense.
Under no circumstances will interest be paid on the purchase price
for the Securities, regardless of any extension of the Offer or
any delay in making payment for the Securities.

The Board of Directors of Armor Defense Systems has approved the
tender offer.

A copy of the Offer to Purchase is available for free at:

                       http://is.gd/M1yQTb

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had a working capital deficiency
of $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at March 31, 2012, showed $2.10
million in total assets, $2.70 million in total liabilities, all
current, and a $604,504 total shareholders' deficiency.


APOLLO MEDICAL: Delays Form 10-Q for April 30 Quarter
-----------------------------------------------------
Apollo Medical Holdings, Inc., informed the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report on Form 10-Q for the period ended April 30, 2012.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company expects to file
that report no later than five calendar days after its original
prescribed due date.

                       About Apollo Medical

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

Apollo Medical reported a net loss of $720,346 for the year
ended Jan. 31, 2012, compared with a net loss of $156,331 during
the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $1.36 million
in total assets, $1.78 million in total liabilities and a $421,220
total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2012, citing accumulated
deficit of $2,117,708 as of Jan. 31, 2012, negative working
capital of $266,044 and cash flows used in operating activities of
$385,455, which raised substantial doubt about the Company's
ability to continue as a going concern.


ATRINSIC INC: Files for Chapter 11 With Plan
--------------------------------------------
Atrinsic Inc. filed for Chapter 11 protection in Manhattan with a
Chapter 11 plan.

BankruptcyData.com reports that according to the Company, this
bankruptcy was triggered by cessation of its direct-to-consumer
subscription products and Internet search-marketing agency
businesses and its inability to raise additional financing or
working capital.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atrinsic has agreed with secured bondholders on a
reorganization plan evidently designed to preserve tax losses for
the benefit of creditors who become the new shareholders.

The company, according to the Bloomberg report, has an agreement
with holders of most of the $3.5 million in notes secured by most
of the assets.  The noteholders, Iroquois Master Fund Ltd. and
Hudson Bay Master Fund Ltd., are to receive between 80 percent and
90 percent of the new stock under the plan to be filed by June 30.
Unsecured creditors are to have 5 percent to 10 percent of the
stock, with existing shareholders to share as much as 10 percent
of the new equity.

Atrinsic Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 12-12553) in Manhattan on June 15, 2012.  The Debtor disclosed
$5,342,665 in assets and $13,678,118 in liabilities in its
schedules.

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nysb12-12553.pdf

                        About Atrinsic Inc.

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) had two lines of
business, both now terminated.  The business closed most recently
"is believed to have little to no value," court papers show,
according to Bloomberg.

Atrinsic was a marketer of direct-to-consumer subscription
products and an Internet search-marketing agency.  The Company
sold entertainment and lifestyle subscription products directly to
consumers, which the Company markets through the Internet.  The
Company also sold Internet marketing services to its corporate and
advertising clients.


BALL GROUND: RRDA Meeting Set to Discuss Chapter 11 Case
--------------------------------------------------------
Cherokee Tribune reports a called meeting of the Resource Recovery
Development Authority was set for June 19, 2012, at the county
administration building, before the Cherokee County Board of
Commissioners' work session.

According to the Tribune, the authority will discuss the Chapter
11 bankruptcy filing by Ball Ground Recycling, what actions to
take, appointment of legal counsel and possible timeline.  The
RRDA has a lease agreement with Jimmy Bobo to allow him to operate
his company on the property and use equipment owned by the county.

The report notes the Cherokee County grand jury announced plans to
look into the deal this week.

The report relates Mr. Bobo was under a lease agreement with the
Development Authority to pay $100,000 a month in bond payments on
$18.1 million borrowed by the authority to purchase land and
equipment for the operation.  The county was notified last year by
the Bank of New York that Mr. Bobo had not made payments into the
escrow account, and the county was obligated to make the payments.

The report says the county had to make $1.2 million in payments
last year and still has to pay an additional $608,171.28 this
year.  A total of $1.2 million was originally due on a yearly
basis, with the county placing $101,000 into an escrow account
for the purpose of making semi-annual debt service payments.

The report adds, in February, the commission moved $1.8 million
out of Special Purpose Local Option Sales Tax funds into the
general fund to cover the payments on the debt after Mr. Bobo
failed to make payments owed on the bonds the county had
guaranteed.

Money from the general fund was originally used for expenses that
were paid by SPLOST funds last year and the move would reimburse
those payments back into the general fund, freeing the monies up
to cover the bond debt payment, according to the report.

The report notes the county created the RRDA in 2006 and approved
the bond rate for a maximum of $18.1 million in bonds.  The bonds
were used to relocate Mr. Bobo's company from its former location
on Blalock Road near Holly Springs to its current site on Highway
5 just south of Ball Ground.  The county guaranteed financing
through the issuance of bonds through the authority.

Based in Canton, Georgia, Ball Ground Recycling LLC filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-63101) on
May 25, 2012.  Judge Margaret Murphy presides over the case.
Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler,
Patterson & Gray, LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million.


BALL GROUND: Sec. 341 Creditors' Meeting Set for June 28
--------------------------------------------------------
Albert C. Warford, the U.S. Trustee for the Southern District of
Iowa, will convene a meeting of creditors under 11 U.S.C. Sec.
341(a) in the Chapter 11 case of Ball Ground Recycling LLC on
June 28, 2012, at 3:00 p.m. at Hearing Room 366, Atlanta.

Based in Canton, Georgia, Ball Ground Recycling, LLC, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-63101) on
May 25, 2012.  Judge Margaret Murphy presides over the case.
Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler,
Patterson & Gray, LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million.


BEHRINGER HARVARD: Unit Transfers 39 Condominiums to Westdale
-------------------------------------------------------------
Behringer Harvard Mockingbird Commons LLC ("Borrower"), a
subsidiary in which a 70% interest is owned by Behringer Harvard
Short-Term Opportunity Fund I LP, entered into a Deed in Lieu of
Foreclosure Agreement with Westdale Capital Investors I, Ltd.
("Lender"), whereby the Borrower transferred ownership of 39
luxury high-rise condominiums and 1.4 acres of excess land located
in Dallas, Texas, to the Lender, and subject to certain
contingencies, resulted in full settlement of the outstanding debt
to the Lender.  The outstanding principal balance under the loan
agreement was approximately $20.2 million at June 8, 2012.

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

                       http://is.gd/s17DHc

                     About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $112.45
million in total assets, $135.77 million in total liabilities and
a $23.32 million total deficit.

                        Bankruptcy Warning

Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months.  As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company.  The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender.  The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.


BICENT HOLDINGS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Bicent Power LLC filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,022,739
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $308,030,358
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $74,942
                                 -----------      -----------
        TOTAL                     $7,022,739     $308,105,300

Full-text copies of the schedules of the Debtor and affiliate
Bicent Holdings LLC are available for free at:

http://bankrupt.com/misc/BICENT_HOLDINGS_bicentpower_sal.pdf
http://bankrupt.com/misc/BICENT_HOLDINGS_sal.pdf

                         About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9%-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to
$1 billion in debts.  The petitions were signed by Christopher L.
Ryan, chief financial officer.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.

The plan is supported by holders of more than two-thirds of the
first- and second-lien debt, according to the disclosure
statement.  Under the Plan, among other things: holders of
mezzanine debt owed $65.2 million are to receive nothing.
Likewise, general unsecured creditors are slated for no recovery.


BICENT HOLDINGS: Taps Scotia Capital as Financial Advisor
---------------------------------------------------------
Bicent Power LLC asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Scotia (USA) Inc. as
financial advisor.

Scotia Capital will, among other things:

   -- review information related to the Debtors' business
      operations, financial performance and prospects of the
      subject assets;

   -- assist in the Development of a marketing strategy to effect
      the transaction, as requested; and

   -- advise the Debtors in negotiating and structuring the sale
      with potential bidders, leading to the execution of
      definitive agreements and closing.

Scotia Capital's fee structure provides for, among other things:

   1. success fee -- in the event the transaction is consummated
      outside the bundle sale, Scotia will receive a success fee
      which is a percentage fee based on the value derived from
      the underlying transaction; and

   2. the Debtor will not be obligates to pay Scotia Capital any
      success fee relating to any sale of the CalPeak Assets
      pursuant to the CalPeak Engagement Letter.

As of the Petition Date, the Debtors do not owe Scotia Capital any
fees for services performed or expenses incurred under the Scotia
Capital Engagement Letter.

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

The Debtor set a hearing on July 30, 2012, at 2 p.m.  Objections,
if any, are due June 28 at 4 p.m.

                         About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9%-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
disclosed $7,022,739 in assets and $308,105,300 in liabilities as
of the Chapter 11 filing.  The petitions were signed by
Christopher L. Ryan, chief financial officer.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.

The plan is supported by holders of more than two-thirds of the
first- and second-lien debt, according to the disclosure
statement.  Under the Plan, among other things: holders of
mezzanine debt owed $65.2 million are to receive nothing.
Likewise, general unsecured creditors are slated for no recovery.


BMF INC: Plan Offers 20% for Unsecured Creditors in 7 Years
-----------------------------------------------------------
BMF Inc. submitted to the U.S. Bankruptcy Court for the District
of Puerto Rico a filed a proposed Plan of Reorganization dated May
29, 2012 and an explanatory Disclosure Statement.

The Plan considers full payment of all administrative, secured
creditors and priority claims and a 20% dividend to the general
unsecured creditors within seven years.

According to the Disclosure Statement, the Plan will be
substantially supported by the Debtor's operations.  The Debtor
said it has already implemented strategies to increase the sales
of its most successful lines of water products while phasing out
its less successful products.  The Debtor is also exploring
efficiencies as using its fleet of delivery trucks to deliver
product from other companies that is going to nearby addresses
along with its water deliveries.

The Plan provides for these terms:

      Class 2 Secured Claim -- Banco Popular de Puerto Rico
($4,891,278):  The Debtor will repay the obligation in full in
monthly installments on a 30 year amortization period at an
interest rate of the Prime Rate in effect on the Effective Date of
the Plan

      Class 3 Secured Claim -- First Bank of Puerto Rico
($1,939,493): The Debtor will repay the obligation in full allowed
amount in monthly installments on a 30 year amortization schedule
with interest accumulating at the Prime Rate on the Effective Date
of the Plan.

      Class 4 Secured Claim -- CRIM ($181,968): The Debtor will
repay the obligation in the full allowed amount in monthly
installments within 60 months of the date of the instant
Bankruptcy Petition plus interest or will pay the obligation in
full at the time of any sale of the real property.

      Class 5 Secured Claim -- IRS ($148,412): The Debtor will
repay the obligation in monthly installments over the course of 60
months from the date of the instant Bankruptcy Petition, or if the
subject property id sold, at the time of the sale.

      Class 6 Unsecured Priority Claim -- Alpha Caribe, Inc.
($122,429):  The Debtor will repay the obligation in the full
allowed amount in monthly installments within seven years of the
Effective Date plus interest at the prime rate in effect on the
Effective Date.

      Class 7 Disputed Unsecured Priority Claim subject to
litigation -- Maribel Delgado ($10,000): Nevertheless should any
liability to Me. Delgado be found to exist, the Debtor will repay
the allowed amount of Ms Delgado's claim at the rate of 10% of the
allowed amount within seven years of the Effective Date so long as
the allowed amount does not exceed $10,000.

      Class 8 General Unsecured -- Convenience Class ($58,143):
The Debtor will repay all allowed claims that are part of the
class withing 30 days of the Effective Date at a rate of 20% of
the allowed claim.

      Class 9 General Unsecured Creditors ($1,284,029): The Debtor
will pay outstanding and allowed claims in the class at 20% of the
allowed claim on a monthly basis over the course of seven years
from the Effective Date.

      Class 10 Equity Security and Other Interest Holders:  All
current equity holders of the Debtor will retain their equity
interest under the Plan

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

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

                          About BMF Inc.

BMF Inc. operates a water distillation operation to produce
bottled drinking water.  The Debtor markets the water it distills
-- under the brand Pure H20 -- at various retail chains and
restaurants throughout Puerto Rico and the Caribbean region.

BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
12-00658) on Jan. 31, 2012.  Judge Enrique S. Lamoutte Inclan
presides over the case.  BMF disclosed $12.3 million in assets
and $8.9 million in liabilities.


BROADCAST INTERNATIONAL: Donald Harris Named to Board
-----------------------------------------------------
The Board of Directors of Broadcast International, Inc.,
unanimously voted to appoint Mr. Donald A. Harris to the Board.
Mr. Harris does not have any understandings or relationships with
third parties pursuant to which he was appointed to the Board.

Mr. Harris, age 59, has been President of 1162 Management, the
General Partner of 5 Star Partnership, a private equity firm,
since June 2006.  Mr. Harris has been President and Chief
Executive Officer of UbiquiTel Inc., a telecommunciations company
organized by Mr. Harris and other investors, since its inception
in September, 1999 and also its Chairman since May 2000.  Mr.
Harris served as the President of Comcast Cellular Communications
Inc. from March 1992 to March 1997.  Mr. Harris serves on the
Board of Directors of Westower Corporation, a privately held
company in the wireless communications industry.  Mr. Harris
received a Bachelor of Science degree from the United States
Military Academy and an MBA from Columbia University.

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at March 31, 2012, showed $4.52
million in total assets, $11.22 million in total liabilities and a
$6.69 million total stockholders' deficit.


BROADVIEW NETWORKS: Moody's Cuts CFR to 'Caa2'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc.'s Corporate Family Rating (CFR) and Senior Secured Note
rating to Caa2 from Caa1. The probability of Default Rating (PDR)
was also downgraded to Caa3 from Caa1 and the outlook was changed
to Negative from Stable. The Caa2 CFR and Caa2 rating on the
company's $300 million Notes due September 1, 2012 reflect Moody's
expectation for an above average recovery in case of a default.
The downgrade of the PDR and change in outlook to Negative
reflects the elevated potential for a default given the September
2012 maturity date and the difficulty refinancing the notes prior
to maturity.

Issuer: Broadview Networks Holdings, Inc.

Corporate Family Rating, Caa2, downgraded from Caa1

Probability of Default Rating, Caa3, downgraded from Caa1

$300 million Senior Secured Notes due September 1, 2012, Caa2
(LGD-3, 37%), downgraded from Caa1 (LGD-4, 54%)

Outlook changed to Negative from Stable.

Ratings Rationale

Broadview's Caa2 CFR rating reflects the company's unsustainable
capital structure and the potential for a restructuring of its
balance sheet. Leverage is high at 5.1x (including Moody's
standard adjustments but excluding any debt attribution to the
preferred stock or 9.2x including a partial debt attribution of
the preferred stock). The rating also incorporates the negative
trends in the industry due to reduced voice usage and strong
competition from traditional wireline carriers, other Competitive
Local Exchange Carriers (CLEC's), cable companies, and Voice Over
Internet Protocol (VoIP) services for small and medium business
customers. The relative small size compared to competitors,
declining revenue, and minimal free cash flow after interest
expense and capital expenditure also constrain the ratings. The
maturity date of the revolver facility has been extended to August
1, 2012 from June 1, 2012 and has $16 million drawn as of Q1 2012.

Broadview's ratings are supported by the company's focus on higher
end customers with cloud based data products and advanced
services, as well as its operation of approximately 3,000 route
miles of metro and long haul fiber.

Broadview's liquidity profile is weak given the August 1 maturity
date of its ABL revolver and September maturity of the notes. As
of the end of Q1 2012, the company had $23 million of cash and
investment securities and $16 million drawn on the revolver. The
company does generate modest amounts of free cash flow, but
historically almost all free cash flow has been spent on capital
expenditure to invest in new product offerings.

The Negative outlook reflects the tenuous capital structure that
may potentially require a restructuring of its debt on or prior to
the September 2012 maturity date of the notes and the negative
trends in the industry.

The rating would be downgraded to Ca upon a default. A rating
upgrade is not expected barring an equity infusion or acquisition
by another company.

The principal methodology used in rating Broadview Networks was
the Global Telecommunications Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


CABRINI MEDICAL: Retired Doctors Can't Pursue Alter-Ego Claims
--------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper denied the request of four
creditors of Cabrini Medical Center seeking relief from the
automatic stay to allow them to name the Debtor as defendant in a
state-court action seeking recovery from the Missionary Sisters of
the Sacred Heart of Jesus, which allegedly controlled the Debtor.
In that state-court action, the creditors allege that the Debtor
wrongfully converted funds that were held for them and that the NY
Missionary Sisters should be found liable for their damages on an
alter ego theory.  The creditors assert that they are not seeking
any recovery from the Debtor but are required to name it as a
defendant because the state court has ruled that the Debtor is a
necessary party to that proceeding.  The Court held that the alter
ego causes of action belong to the Debtor's estate and can only be
pursued by the trustee or other entity authorized to assert
estate-owned causes of action.  The Court also said the causes of
action at issue could not be abandoned to the creditors because
they were settled in the context of an agreement that funded the
debtor's plan of reorganization -- a settlement agreement that was
noticed to the creditors and to which the creditors did not
object.

The creditors -- dubbed as Mannucci Parties -- consist of three
retired doctors and the widow of a fourth doctor.  They commenced
an action pre-bankruptcy in New York Supreme Court against Cabrini
and other named defendants.  The Mannucci Parties alleged that
they were wrongfully deprived of certain compensation payments due
under their Deferred Compensation Plans.  The Mannucci Parties
also filed proofs of claims in the Debtor's bankruptcy case on
based upon the relief sought in that action.

A copy of the Court's June 15, 2012 Memorandum of Decision is
available at http://is.gd/c6R3ydfrom Leagle.com.

Katherine B. Harrison, Esq. -- kh@pwlawyers.com -- at PADUANO &
WEINTRAUB LLP in New York, represents the Mannucci Parties.

Sean C. Southard, Esq., and Brendan M. Scott, Esq. --
ssouthard@klestadt.com -- at KLESTADT & WINTERS, argue for
Missionary Sisters of the Sacred Heart (New York).

                  About Cabrini Medical Center

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.  The facility ceased
operating as a hospital in March 2008.

The Company sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-14398) on July 9, 2009.  Frank A. Oswald, Esq., at Togut, Segal
& Segal LLP represented the Debtor.  The Company estimated its
assets at $50 million to $100 million, and its debts at
$100 million to $500 million, at the time of the filing.

Memorial Sloan-Kettering Cancer Center purchased the Debtor's
facility for $83.1 million in 2010.  In April 2011, Cabrini
obtained approval of its Chapter 11 plan.  Frank Oswald, Esq.,
said unsecured creditors were projected to recover between 17% and
24%.  Mr. Oswald said the outcome was rewarding considering the
hospital only had $200,000 in cash when the bankruptcy began.  The
disclosure statement said unsecured claims ultimately should total
$60 million to $80 million.


CAPITOL BANCORP: Ronald Sable Resigns from Board of Directors
-------------------------------------------------------------
Capitol Bancorp Ltd. accepted on June 14, 2012, the resignation of
Ronald K. Sable, who has retired from service as a member of the
board of directors.  Mr. Sable has served as a member of the Board
since 2002.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a national community banking
company, with a network of bank operations in 16 states.  Founded
in 1988, Capitol Bancorp Limited has executive offices in Lansing,
Michigan and Phoenix, Arizona.

The Company reported a net loss of $51.92 million in 2011, a net
loss of $254.36 million in 2010, and a net loss of $264.54 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.05 billion in total assets, $2.17 billion in total liabilities,
and a $121.25 million total deficit.

The Company disclosed that as of March 31, 2012, there are several
significant adverse aspects of Capitol's consolidated financial
position and results of operations which include, but are not
limited to:

   * An equity deficit approximating $121.3 million;

   * Regulatory capital classification on a consolidated basis as
     less than "adequately-capitalized" and related negative
     amounts and ratios;

   * Numerous banking subsidiaries with regulatory capital
     classification as "undercapitalized" or "significantly-
     undercapitalized";

   * Certain banking subsidiaries which are generally subject to
     formal regulatory agreements have received "prompt corrective
     action" notifications or directives from the FDIC, which
     require timely action by bank management and the respective
     boards of directors to resolve regulatory capital ratios
     which result in classification as less than "adequately-
     capitalized" (the basis of a PCAN) or to submit an acceptable
     capital restoration plan to the FDIC (the basis of a PCAD),
     and it is likely additional PCANs or PCADs may be issued
     in the future or the banking subsidiaries may be unable to
     satisfactorily resolve those notices or directives;

   * Capitol has sold several of its banking subsidiaries during
     the past few years and has other divestiture transactions p
     pending.  The proceeds from those divestitures have been
     redeployed at certain remaining banking subsidiaries which
     have experienced a significant erosion of capital due to
     operating losses.  While those proceeds have been a
     significant source of funds for redeployment, the
     Corporation will need to raise significant other sources of
     new capital in the future;

   * The Corporation and substantially all of its banking
     subsidiaries are operating under various regulatory
     agreements which place a number of restrictions on them and
     impose other requirements limiting activities and requiring
     preservation of capital, improvement in regulatory capital
     measures, reduction of nonperforming assets and other
     matters for which the entities have not achieved full
     compliance.

   * Elevated levels of nonperforming loans and other
     nonperforming assets as a percentage of consolidated loans
     and total assets, respectively; and

   * Significant losses from continuing operations, resulting
     primarily from elevated provisions for loan losses and costs
     associated with foreclosed properties and other real estate
     owned.

Capitol said these considerations raise some level of doubt
(potentially substantial doubt) as to its ability to continue as a
going concern.


CAPSALUS CORP: Withdraws Form 15 Notification with SEC
------------------------------------------------------
Capsalus Corp. withdrew its Form 15 Certification and Notice of
Termination of Registration under Section 12(g) of the Securities
Exchange Act of 1934 or Suspension of Duty of File Reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934,
filed on May 18, 2012.

                        About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company reported a net loss of $16.02 million in 2010 and a
net loss of $10.89 million in 2009.  The Company also reported a
net loss of $2.09 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.60 million in total assets, $6.77 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CIRCUS AND ELDORADO: Has Final OK to Hire KCC as Claims Agent
-------------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
obtained final order from the Hon. Bruce T. Beesley of the U.S.
Bankruptcy Court for the District of Nevada authorizing them to
employ Kurtzman Carson Consultants LLC as their official claims,
noticing and balloting agent.

As reported by the Troubled Company Reporter on May 28, 2012, the
Debtors obtained interim authorization to employ KCC.  On Feb. 23,
2012, the Debtors provided KCC with a $10,000 retainer.  As of the
Petition Date, KCC held the amount.  Prior to the Petition Date,
the Debtors have paid to KCC in the aggregate and exclusive of the
retainer $7,500.  Following termination of services, KCC will
return any balance remaining in the retainer to the Debtors
following the application of the amount against any unpaid and
uncontested fees and expenses.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: Committee Wants to Hire LSC as Nevada Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Circus And
Eldorado Joint Venture, et al., asks for permission from the U.S.
Bankruptcy Court for the District of Nevada to retain Lionel
Sawyer & Collins as Nevada reorganization counsel, nunc pro tunc
as of June 5, 2012.

With respect to representing the Committee, LSC will work with
proposed reorganization counsel Stutman Treister & Glatt to, among
other things, assist the Committee in protecting and preserving
the interests of the unsecured creditors of the Debtors as a
class.  LSC and Stutman will make every effort to avoid
duplication of services.

LSC will be paid these hourly rates:

           Principals             $325 to $650
           Of Counsels            $350 to $600
           Associates             $185 to $355
           Paralegals             $160 to $200

Attorneys expected to be most active in these cases:

           Jennifer A. Smith         $475
           Courtney Miller O'Mara    $265
           John D. Tennert           $210

Jennifer A. Smith, Esq., a partner at LSC, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: Committee Taps Stutman as Bankr. Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Circus and
Eldorado Joint Venture, et al., seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to retain Stutman,
Treister & Glatt Professional Corporation as reorganization
counsel, nunc pro tunc as of June 5, 2012.

Jennifer A. Smith of Lionel Sawyer & Collins has agreed that her
firm will be designated as Nevada counsel to the Committee.  ST&G
will work cooperatively with LSC to ensure that any duplication of
efforts is avoided, and ST&G intends to delegate work to LSC as
appropriate.  ST&G will, among other things, advise the Committee
of its powers and responsibilities under the U.S. Bankruptcy Code.

ST&G will, among other things, assist the Committee in protecting
and preserving the interests of the unsecured creditors of the
Debtors as a class for these hourly rates:

           Principals                          $535-$950
           Of Counsels                         $550-$895
           Associates                          $285-$495
           Law Clerks                          $250-$270
           Paralegals                             $240

Attorneys expected to be most active in these cases:

           Eve H. Karasik                         $750
           Christine M. Pajak                     $565
           Danielle A. Pham                       $315
           Kendra A. Johnson, Paralegal           $240

Eve H. Karasik, Esq., a member at ST&G, attests to the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: Cash Use Hearing Delayed to June 25
--------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
entered into a stipulation with the Official Committee of
Unsecured Creditors, and The Bank of New York Mellon Trust
Company, N.A., in its capacity as trustee with respect to that
certain Indenture dated March 5, 2002, regarding the Debtor's
motion to use cash collateral on a final basis and related
deadlines with respect to Creditors Committee.

On May 18, 2012, the Court entered its order granting the cash
collateral motion and approving the interim cash collateral
stipulation on an interim basis, and the Court scheduled a June 12
hearing to consider the approval of the Debtors' use of cash
collateral on a final basis.

The parties believe that it is in the best interests of all
parties-in-interest and the estates that the Court approve the
stipulation, including the continuance of the final cash
collateral hearing in order to provide the Committee with a
reasonable opportunity to gather and consider relevant information
and engage in further discussions with the Debtors and the
Prepetition Indenture Trustee regarding the cash collateral motion
and the concerns raised by the Committee with respect thereto.

The stipulation provides for, among other things:

   -- The final hearing on the cash collateral motion and the
Debtors' use of cash collateral on a final basis will be continued
to the omnibus hearing date calendared for June 25, for the
sole purpose of resolving any then-outstanding issues raised by
the Committee in any Committee objection that may be filed.

   -- The deadline for the Committee to file and serve any
objection or response to the cash collateral motion and entry of
the final order will be June 15, 2012, at 12 noon prevailing
Pacific Time.

   -- the Committee objection deadline will only apply, and only
be available, to the Committee.

   -- the objection deadline with respect to all other parties in
interest in these Chapter 11 cases expired on June 1.

   -- the deadline for the Debtors or the Prepetition Indenture
Trustee to file and serve any reply or otherwise respond to any
Committee objection will be June 21 at 5 p.m.

   -- the deadline of the interim cash collateral stipulation for
the Debtors to obtain entry of the final order will be extended
until June 29.  The terms and conditions of the interim cash
collateral stipulation will otherwise remain unchanged and in full
force and effect pending the outcome of the June 25 hearing.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.


CIRCUS AND ELDORADO: U.S. Trustee Forms 3-Member Creditors Panel
----------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Circus and Eldorado Joint
Venture and Silver Legacy Capital Corp.

The Committee consists of:

      1. Associated Laundry Management, LLC
         Attn: Greg Anderson
         Associated Laundry Management
         250 Burge Lane
         Reno NV 89503
         Tel: (775) 329-6433
         Fax: (775) 329-6730
         E-mail: gjaconsult@aol.com

      2. International Game Technology
         Attn: Gent K. Culver, Credit Manager
         9295 Prototype Drive
         Reno NV 89521
         Tel: (775) 448-0130
         Fax: (775) 448-0401
         E-mail: gent.culver@igt.com

      3. Shuffle Master Inc.
         Attn: Darrell Horton, A/R and Revenue Manager
         1106 Palms Airport Drive
         Las Vegas NV 89119
         Tel: (702) 270-5138
         Fax: (888) 234-3881
         E-mail: dhorton@shufflemaster.com

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.


CLARE AT WATER: DIP Lender Paid in Cash from Assets Sale
--------------------------------------------------------
The Clare at Water Tower asks the U.S. Bankruptcy Court for the
Northern District of to authorize the amendment clarifying the
Court's order entered on Dec. 21, 2011.

The Court previously entered a final order authorizing the Debtor
to obtain up to $12,000,000 in postpetition financing on a senior
secured superpriority basis from Redwood Capital Investments, LLC,
or its designee.  A copy of the Final DIP Order is available for
free at http://bankrupt.com/misc/clareatwater.doc151.pdf

The DIP Facility was set to mature by May 11, 2012, and required
the Debtor to pursue a sale of its assets.

On May 18, in response to concerns raised by the DIP Lender with
respect to timing of the payments in respect of the DIP Loan
Agreement, the Debtor filed a notice of filing of proposed amended
final order, notifying parties-in-interest of the proposed
additional language to be added to the final DIP order:

     Asset Sale. In accordance with the Debtor's Fifth Amended
     Plan of Reorganization, the DIP Lender will be paid in cash
     at closing from the proceeds of the asset sale.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56.8 million in assets and $321.7 million in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.

In April 2012, Chicago Senior Care won confirmation of its
reorganization plan.  All voting classes were in favor of the
plan.  Chicago Senior Care had contracted before an auction to buy
the facility for $29.5 million cash.  The buyer is a venture among
Senior Care Development LLC, Fundamental Advisors LP, and Life
Care Companies LLC.  Assuming the facility were sold at the
original price, the disclosure statement told holders of
$232.8 million in secured bonds that they should recover 15%.


CLARE OAKS: DIP Loan's Auction Deadline Extended to Aug. 14
-----------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to amend a prior order authorizing access to
postpetition financing.

The final DIP order authorized the Debtor to execute, deliver and
perform one or more amendments, waivers, consents or other
modifications to and under the DIP Documents not inconsistent with
the terms of the final order by filing notice of amendment,
waiver, consent or other modification with the Court.

The Debtor's primary purposes in seeking the amendment are to
extend and modify the sales milestones, and to extend the maturity
date of the DIP Loan by one month.  These purposes are achieved by
the amendment, which also increases the limit on reimbursable
expenses in Section 4.8(c) of the DIP Credit Agreement by $25,000,
and pays a $60,000 amendment fee to the DIP Lender.

Certain milestones are also amended to reflect that, among other
things:

   i) not later than June 29, 2012, the borrower have filed a
      motion for approval of certain bid procedures and authority
      to sell its assets to the stalking horse bidder or such
      other bidder making a higher and better offer for the
      assets; and

  ii) if applicable, on or before Aug. 14, 2012, borrower will
      have conducted a auction for the purchase of all or
      substantially all of the borrower's assets.

A full-text copy of the latest amendment is available for free at
http://bankrupt.com/misc/Clareoaks_amenddiploandocs.pdf

A previous amendment to Senior Secured Superpriority Debtor-in-
possession Loan Agreement dated as of May 8, 2012, with Senior
Care Development, LLC, extended the maturity date of the loan
until Aug. 31, 2012, from July 31, 2012.  A copy of the document
is available for free at
http://bankrupt.com/misc/SISTERSOFsTJOSEPH_financing_amendment.pdf

As reported in the Troubled Company Reporter on March 14, 2012,
the Hon. Pamela S. Hollis, in a final order, authorized Clare
Oaks to obtain postpetition financing in the form of a multiple
draw term loan made available to the Debtor in a principal amount
of up to $6 million with superpriority claims and first priority
priming liens senior to any prepetition or postpetition liens from
Senior Care Development, LLC or its designee.

Under the DIP Order, all of the DIP Obligations will constitute
allowed superpriority claims against the Debtor.  In addition, the
DIP Lender will have the right to credit bid up to the entire
amount of the DIP Obligations and/or bid in excess of the amount
of the DIP Obligations, in any sale of DIP Collateral or in
connection with any plan of reorganization.

The DIP credit agreement provides that up to $5 million of the
funds may be used solely to (i) pay interest, fees and expenses in
connection with the loan; (ii) fund postpetition operating
expenses incurred by the Borrower in the ordinary course of
business; and (iii) pay certain costs and expenses in connection
with the administration of the Chapter 11 case.  Up to $1 million
of the Loan Proceeds may be solely used to make adequate
protection payments to Wells Fargo Bank, National Association, as
master trustee and bond trustee for series 2006 Illinois Finance
Authority Revenue Bonds (Clare Oaks Project), for the benefit of
itself and the holders of prepetition debt.

A full-text copy of the final DIP order is available for free at:

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

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLEARWIRE CORP: 12 Directors Elected at Annual Meeting
------------------------------------------------------
The annual meeting of stockholders of Clearwire Corporation was
held on June 14, 2012.  Three items of business were acted on by
stockholders at the Annual Meeting:

    (i) The election of 12 directors to serve on the Board of
        Directors of the Company until the next Annual Meeting or
        their respective successors are elected and qualified,
        namely:

            (1) John W. Stanton;
            (2) William R. Blessing;
            (3) Bruce A. Chatterley;
            (4) Mufit Cinali;
            (5) Jose A. Collazo;
            (6) Hossein Eslambolchi;
            (7) Dennis S. Hersch;
            (8) Brian P. McAndrews;
            (9) Erik E. Prusch;
           (10) Kathleen H. Rae;
           (11) Theodore H. Schell; and
           (12) Jennifer L. Vogel.

   (ii) The ratification of the appointment of Deloitte & Touche
        LLP as the Company's independent registered public
        accountants for fiscal year 2012.

  (iii) The approval, on an advisory basis, of the compensation of
        the Company's named executive officers.

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$8.89 billion in total assets, $5.71 billion in total liabilities
and $3.17 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


COLONIAL BANCGROUP: Execs to Pay $2.5MM to Settle ERISA Claims
--------------------------------------------------------------
Bill Donahue at Bankruptcy Law360 reports that a group of officers
from Colonial BancGroup Inc. cut a $2.5 million deal Friday to end
a consolidated class action accusing them of badly mismanaging the
bank's employee retirement plans.

Bankruptcy Law360 relates that the agreement will put to rest
claims that the executives violated the Employment Retirement
Income Security Act by buying up the troubled bank's own stock
with its employees' pension assets. The employees said Colonial
bigwigs knew, or should have known, about questionable practices
that eventually brought the bank down.

                    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 Court confirmed Colonial BancGroup's
revised Chapter 11 liquidation plan over the FDIC's objection.
Kevin O'Halloran was appointed as Plan trustee.  He has tapped
Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation
and conflicts counsel.


COMARCO INC: Incurs $712,000 Net Loss in April 30 Quarter
---------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $712,000 on $2.20 million of revenue for the three months ended
April 30, 2012, compared with a net loss of $1.26 million on $2.94
million of revenue for the same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $4.88
million in total assets, $6.89 million in total liabilities and a
$2.01 million total stockholders' deficit.

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

                        http://is.gd/4eInVr

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

After auditing the fiscal 2012 results, Squar, Milner, Peterson,
Miranda & Williamson, LLP, in Newport Beach, California, 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 and negative cashflow from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to raise additional funds.


CONQUEST AIR: Court Limits Attachment of Tax Liens
--------------------------------------------------
Bankruptcy Judge Craig A. Gargotta ruled that Travis County's tax
liens against the personal property of Conquest Airlines
Corporation attached only to that personal property that was
located in Travis County or the appropriate taxing jurisdiction.
The Travis County tax lien is deemed to have attached and
perfected only to the property that was located in and disposed of
by the Trustee in Travis County.  Conquest Airlines' property sold
in Jefferson County is not subject to the Travis County tax lien.

The Travis County Tax Assessor-Collector filed a series of claims
based upon tax liens on behalf of Travis County, City of Austin,
Austin Independent School District, and Austin Community College
in 1996, 1997, and 1998.  Each claim was intended to be an
amendment of the previous claim.  The final amount claimed by
Travis County is $509,277.35 for taxes from the years 1990 through
1997.  The final sum claimed was for ad valorem taxes on personal
property of the Debtor.

C. Daniel Roberts, the Chapter 7 Trustee, objected to those
allegedly secured claims on the grounds that they did not attach
to any property or proceeds that the Trustee proposed to
distribute in the case.  The Trustee argues that Travis County's
tax lien attaches only to the personal property sold in Travis
County and that it did not attach to the personal property sold in
Jefferson County.

Travis County argues that its tax liens attached to the Debtor's
personal property regardless of the fact that it was located in --
and subject to -- a separate taxing authority's jurisdiction.

A copy of the Court's June 15, 2012 Memorandum Opinion and Order
is available at http://is.gd/nCzfSvfrom Leagle.com.

Conquest Airlines Corporation filed a voluntary Chapter 11
petition (Bankr. W.D. Tex. Case No. 96-10215) on Jan. 23, 1996.
The Court confirmed an Amended Chapter 11 Plan on Dec. 9, 1996.
On motion of creditor Jet Acceptance Corporation, the case was
converted to Chapter 7 on Sept. 10, 1997.  A Chapter 7 Trustee was
subsequently appointed.  The Trustee has liquidated much of the
estate, including various items of personal property belonging to
the Debtor located in Jefferson County, Texas, and Travis County,
Texas.


COUDERT BROTHERS: Creditors Oppose Immediate Appeal on Fees
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether former partners from Dewey & LeBoeuf LLP will
be required to give up fees from completing unfinished business is
an issue likely to be decided first in the liquidation of Coudert
Brothers LLP, another defunct law firm.

The report relates that in the Coudert case, the parties are
jousting over whether there will be a quick appeal to the U.S.
Court of Appeals in Manhattan.  An immediate appeal will tell
former Dewey partners sooner rather than later whether they can
keep fees earned at their new law firms.

Mr. Rochelle recounts that in late May, U.S. District Judge
Colleen McMahon in New York ruled that partners leaving a
dissolving law firm are at risk of working for free at the new law
firm if they complete projects begun at the old firm.  Judge
McMahon's decision didn't decide all the issues in the lawsuits
and therefore isn't eligible for an immediate appeal to the Court
of Appeals.  Knowing the law firms on the losing side would want
an interlocutory appeal, Judge McMahon told both sides to submit
papers from which she will decide whether to recommend that an
appeal be allowed before the lawsuits are completely finished.
The law firms on the losing end submitted papers on May 6
contending that an immediate appeal will resolve controlling
issues of law. The papers state that the same issues may arise in
the Dewey liquidation if creditors elect to sue the law firms that
took in departing Dewey partners.

The creditors' representative in the Coudert liquidation filed
papers last week arguing there should be no immediate appeal.
Judge McMahon hasn't said when she will rule on allowing a quick
appeal.  If there is an appeal, Dewey partners can seek
permission to file friend-of-the-court briefs.

Bloomberg also reports that Dewey is hiring an agent to assist in
collecting $217.4 million in billed and unbilled charges owing by
clients when the law firm's liquidation began on May 28.  On-Site
Associates LLC, the proposed the collection agent, will receive
commissions based on recoveries. The fee structure isn't being
disclosed, aside from a $150,000 retainer the firm is to receive.
There will be a hearing on July 9 in U.S. Bankruptcy Court in New
York to approve the retention.  On-Site managed collection of
receivables for other liquidated law firms, including Howrey LLP,
Thelen LLP, Heller Ehrman LLP and Brobeck Phleger & Harrison LLP.

Papers were filed this week for approval of the retention of other
professionals to assist in the liquidation.

McMahon's decision in the Coudert case is Development
Specialists Inc. v. Akin Gump Strauss Hauer & Feld LLP, 11-cv-
5994, U.S. District Court, Southern District of New York
(Manhattan).

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

                      About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


CROSSOVER FINANCIAL: Court Yet to Decide on Case Dismissal Plea
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado, according
to Crossover Financial I, LLC's case docket, is yet to rule on the
motion to dismiss the Debtor's case.

At the May 21 hearing, the Court ordered that:

   -- the parties to submit proposed findings and conclusions for
      the Court by June 4, 2012;

   -- the parties will address the state court findings and
      conclusions and issue and claim preclusion; and

   -- the parties will also address any applicable or controlling
      state law with respect to the issues presented.

Once the proposed findings and conclusions are submitted, the
Court may issue its ruling without further notice or hearing.

Previously, the Debtor and First Region Bank c/o Trust
Administrative Services Corporation FBO Philip P. DeCelles,
Account# xxx797, by and through Philip P. DeCelles, note holders
and The DeCelles Trust dated Jan. 10, 2006, Philip P. DeCelles,
Trustee, or Nancy L. DeCelles, trustee, by and through Philip P.
DeCelles and Nancy L. DeCelles, as Co-Trustee submitted a
stipulation to bifurcate the May 21, 2012, hearing.

Set for evidentiary hearing on May 21, are the following:

   -- DeCelles Creditors' (First) motion to dismiss filed
      Sept. 20, 2011;

   -- DeCelles Creditors' Second motion to dismiss filed Dec. 29,
      2011; and

   -- adequacy of Debtor's Disclosure Statement filed Oct. 28,
      2011.

As reported in the Troubled Company Reporter on Feb. 27, 2012, the
Debtor objected to the second motion to dismiss filed by First
Regional Bank, c/o Trust Administrative Services Corporation FBO
Philip P. DeCelles, Account #xxx797, by and through Philip P.
DeCelles, note holders, and The DeCelles Trust dated Jan. 10,
2006.

The DeCelles Group argued that the Debtor's bankruptcy case was
filed without requisite authority.  The DeCelles Group relied on a
Membership Pledge and Security Agreement granted to each of the
Note Holders in connection with the promissory notes under the
Private Placement Memorandum.

On behalf of the Debtor, Stephen C. Nicholls, Esq., at Nicholls &
Associates, P.C., noted that the root of the DeCelles Group's
argument was that the security interest is self executing, and
upon a default of any respective promissory note, divested the
control of Debtor's management from its sole member, Mitchell
Yellen.

Mr. Nicholls submitted that the exercise of rights set forth in
the Membership Pledge and Security Agreement is permissive and
voluntary.  No allegation was made in the motion or elsewhere that
any of the beneficiaries of security interests foreclosed upon the
membership interests.

In a separate filing, creditors -- William R. Bowman and Geri A.
Bowman; Bruce D. Hacker and Nancy J. Hacker; H. Thomas Hall and
Louise M. Hall; Donna M. Harmon; James B. House; Curtis Massey;
Kathleen H. Barton; Integrity Bank & Trust, f/b/o IBAT, a Colorado
corporation Stephen L. Schwartzbach, through their counsel, Daniel
K. Usiak, Jr., notified the Court and all parties-in-interest that
they had withdrawn their motion to dismiss the Debtor's Chapter 11
case.

                     About Crossover Financial

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located in El Paso
County.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CRYSTALLEX INT'L: Appellate Court Affirms DIP Loan Approval
-----------------------------------------------------------
Crystallex International Corporation has obtained a court order
which allows it to delay holding its annual meeting pending a
further order of the Court.  Crystallex filed for creditor
protection in Canada on Dec. 23, 2011.

In lieu of issuing a management information circular in respect of
its 2011 fiscal year at this time, Crystallex will prepare and
file with applicable Canadian securities regulatory authorities,
and will also distribute to its shareholders, an information
document that will contain information substantially similar to
that required to be set out in a management information circular,
including disclosure regarding the board of directors, executive
and director compensation and corporate governance practices.  The
information document will be filed on SEDAR at
http://www.sedar.comunder the Company's profile and is expected
to be mailed to shareholders (together with the Company's audited
fiscal 2011 financial results) later this year.

The Company is also pleased to announce that the Court of Appeal
(Ontario) has dismissed the appeal by the holders of the Company's
$100,000,000 unsecured notes of the orders made by the Ontario
Superior Court of Justice on April 16, 2012 approving the
Company's debtor-in-possession financing and the Company's
Management Incentive Plan.  The orders approving the DIP Financing
and the Management Incentive Plan, as well as the endorsement of
these orders, are available at the monitor's website at
http://www.ey.com/ca/crystallex. The noteholders have advised the
Company that it is their intention to seek leave to appeal the
decision of the Court of Appeal to the Supreme Court of Canada.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


DELBERT HODGE: Court Clarifies Plan Payments to BankUnited
----------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar ruled that Delbert C. Hodge
and Renee D. Hodge are required under their confirmed Chapter 11
plan to pay mortgage lender BankUnited $409.24 with respect to
their property at 2275 W. Pecan Rd. in Phoenix, Arizona, and
$914.82 with respect to their property at 6810 S. 15th St. also in
Phoenix.  BankUnited had argued that the Debtors are required to
pay those amounts plus more, and that the Debtors are in default
under the Plan for failing to make additional payments.  The
Court, however, noted BankUnited failed to object to the
distribution schedule provided in the Plan.

A copy of the Court's June 13, 2012 Memorandum Decision is
available at http://is.gd/eFYewUfrom Leagle.com.

Delbert C. Hodge and Renee D. Hodge filed an individual Chapter 13
case (Bankr. D. Ariz. Case No. 09-26411) on Oct. 19, 2009.  The
case was converted to a Chapter 11 case on Dec. 1, 2009.  The
Court entered an order confirming the Debtors' First Amended Plan
of Reorganization, as Modified, on Dec. 21, 2010.

German Yusufov, Esq., represents the Debtors.

Leonard McDonald, Esq., argues for BankUnited.


DELTRON INC: Common Stock No Longer Trades on OTCQX
---------------------------------------------------
The Board of Directors of Deltron, Inc., filed a Form 15-D with
the Securities and Exchange Commission voluntarily suspending its
reporting obligations with the SEC.  As a result of this action,
the common stock of the Company is no longer traded on the OTCQX
Bulletin Board.  The Company continues to trade on the OTC
Markets, formerly the "PINKS".

The Board of Directors resolution, which passed on June 11, 2012,
expresses the Board's intention to use this moratorium to better
utilize its resources to more efficiently bolster operations to
attract suitable merger or acquisition candidates to be better
able in the future to afford the cost of reporting compliance.

The Company is actively engaged in seeking a suitable merger or
acquisition partner along with a renewed financing activity to
allow it to continue its business development.  Once adequate
sustainable financing has been secured, the Company will resume
its reporting obligation.

                          About Deltron

Garden Grove, Calif.-based Deltron, Inc., is a manufacturing
company with two distinct business segments: polyurethane and
rebreather.  The Company's primary business is Elasco, Inc., which
is focused on manufacturing technology for plastic and
polyurethane products.  The Company's secondary business segment
is focused on the development of deep-sea exploration breathing
technology marketed as Blu Vu.

The Company reported a net loss of $7.9 million on $3.5 million of
sales for fiscal 2011, compared with a net loss of $360,590 on
$2.5 million of sales for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed $4.0 million
in total assets, $12.4 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Cacciamatta Accountancy Corporation, in Irvine, Calif., noted in
its report on the Company's 2011 financial results that the
Company has incurred recurring losses from operations and negative
cash flows from operating activities and has a net stockholders'
deficit that raise substantial doubt about its ability to continue
as a going concern.


DEWEY & LEBOEUF: Issue on Unfinished Work in Coudert Case
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether former partners from Dewey & LeBoeuf LLP will
be required to give up fees from completing unfinished business is
an issue likely to be decided first in the liquidation of Coudert
Brothers LLP, another defunct law firm.

The report relates that in the Coudert case, the parties are
jousting over whether there will be a quick appeal to the U.S.
Court of Appeals in Manhattan.  An immediate appeal will tell
former Dewey partners sooner rather than later whether they can
keep fees earned at their new law firms.

Mr. Rochelle recounts that in late May, U.S. District Judge
Colleen McMahon in New York ruled that partners leaving a
dissolving law firm are at risk of working for free at the new law
firm if they complete projects begun at the old firm.  Judge
McMahon's decision didn't decide all the issues in the lawsuits
and therefore isn't eligible for an immediate appeal to the Court
of Appeals.  Knowing the law firms on the losing side would want
an interlocutory appeal, Judge McMahon told both sides to submit
papers from which she will decide whether to recommend that an
appeal be allowed before the lawsuits are completely finished.
The law firms on the losing end submitted papers on May 6
contending that an immediate appeal will resolve controlling
issues of law. The papers state that the same issues may arise in
the Dewey liquidation if creditors elect to sue the law firms that
took in departing Dewey partners.

The creditors' representative in the Coudert liquidation filed
papers last week arguing there should be no immediate appeal.
Judge McMahon hasn't said when she will rule on allowing a quick
appeal.  If there is an appeal, Dewey partners can seek
permission to file friend-of-the-court briefs.

Bloomberg also reports that Dewey is hiring an agent to assist in
collecting $217.4 million in billed and unbilled charges owing by
clients when the law firm's liquidation began on May 28.  On-Site
Associates LLC, the proposed the collection agent, will receive
commissions based on recoveries. The fee structure isn't being
disclosed, aside from a $150,000 retainer the firm is to receive.
There will be a hearing on July 9 in U.S. Bankruptcy Court in New
York to approve the retention.  On-Site managed collection of
receivables for other liquidated law firms, including Howrey LLP,
Thelen LLP, Heller Ehrman LLP and Brobeck Phleger & Harrison LLP.

Papers were filed this week for approval of the retention of other
professionals to assist in the liquidation.

McMahon's decision in the Coudert case is Development
Specialists Inc. v. Akin Gump Strauss Hauer & Feld LLP, 11-cv-
5994, U.S. District Court, Southern District of New York
(Manhattan).

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

                      About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DIAMOND BEACH: Court OKs Employment of Hoover Slovacek as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Diamond Beach VP LLP, and Sapphire VP, LP, to employ
Hoover Slovacek LLP as counsel.

Edward L. Rothberg is designated as attorney-in-charge for the
representation by the firm of the Debtor in the case.

The hourly rates of the HSLLP's personnel are:

         Mr. Rothberg                     $395
         Annie Catmull                    $310
         Melissa Haselden                 $275
         T. Josh Judd                     $250
         Mazelle S. Krasoff               $175
         Legal Assistants/Paralegals   $85 to $125

Prepetition, HSLLP received $58,829 retainer for postpetition
representation.

In an amended application to employ HSLLP, the Debtor disclosed
that on March 21, 2012, HSLLP received $50,000 from Randall Davis,
manager and general partner of the Debtor.  Prepetition services
and expenses amounting to $20,198 was billed against the retainer,
leaving a retainer balance of $29,801.

The Debtor and International Bank of Commerce had reached an
agreement, subject to Court approval, regarding providing for IBC
to withdraw its objection to the Debtor's application.

In the event the agreement between the Debtor and IBC and Premier
Tierra Holding, Inc., substantially similar to that set forth in
the Plan Term Sheet executed  is not approved by the Court, IBC
and Premier Tierr may seek reconsideration of the relief granted.

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

                      About Diamond Beach VP

Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on
April 2, 2012.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets
and $28.24 million in liabilities in its schedules.

The Debtor owns the Diamond Beach Condominiums located at
Galveston, Texas.  The property is worth $29.4 million and secures
a $27.3 million debt to the International Bank of Commerce.

Judge Richard S. Schmidt oversees the case.  Edward L. Rothberg,
Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel.
The petition was signed by Randall J. Davis, as manager of the
Debtor's general partner.


DIAMOND BEACH: International Bank Seeks Chapter 11 Case Dismissal
-----------------------------------------------------------------
International Bank of Commerce asks the U.S. Bankruptcy Court for
the Southern District of Texas to dismiss the Chapter 11 case of
Diamond Beach VP LLP, and sanction the Debtor and Randall J. Davis
for filing the bankruptcy case in bad faith.  According to IBC,
Mr. Davis, manager of the general partner of the Debtor,
authorized the filing of the Debtor's case for the sole purpose of
trying to limit his personal liability in excess of $10 million on
a guarantee of IBC's claims.  IBC asserts that the case was not
filed so that the Debtor could reorganize.  The Debtor admitted
that this is a single asset real estate case and its only asset is
its interest in a beachfront condominium project in Galveston,
Texas.

                      About Diamond Beach VP

Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on
April 2, 2012.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets
and $28.24 million in liabilities in its schedules.

The Debtor owns the Diamond Beach Condominiums located at
Galveston, Texas.  The property is worth $29.4 million and secures
a $27.3 million debt to the International Bank of Commerce.

Judge Richard S. Schmidt oversees the case.  Edward L. Rothberg,
Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel.
The petition was signed by Randall J. Davis, as manager of the
Debtor's general partner.


EAST HARLEM: Plan of Reorganization Wins Court Confirmation
-----------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York confirmed East Harlem Property
Holdings, LP's Second Amended Plan of Reorganization dated
April 30, 2012.

According to the Amended Disclosure Statement dated April 30,
2012, on the Effective Date, the Debtor will sell, assign, and
transfer all of its right title and interest in the membership
interests to SG2-E&M Harlem Portfolio Owner LLC in exchange for
$4.75 million.  The sale, assignment and transfer to SG2 is an
arm's-length transaction.  Neither the Debtor nor its partners,
members or shareholders are affiliated with SG2.

Under the Plan, the Debtor intends to treat claims as:

Class 1: Secured Claim -- On the Effective Date, the Debtor will,
         among other things, sell and assign all of its right,
         title and interest in the Membership Interest to SG2.
         C-III Acquisitions LLC will release any liens and claims
         in and to the membership interests and the proceeds of
         the sale price, and exchange general releases with the
         Debtor.

Class 2: Priority Claims -- All Allowed Priority Claims will be
         paid in full on or within 15 days after the Effective
         Date.

Class 3: Unsecured Claims -- Allowed Unsecured Claims will be paid
         in full on or within 15 days after the Effective Date, or
         upon such other terms as agreed between the Debtor and
         holders of Allowed Class 3 claims.

Class 4: Partner Interests -- The holders of Allowed Partner
         Interests in the Debtor will be paid any funds remaining
         in the Confirmation Account after the payment of Allowed
         Claimants in accordance with the Plan.

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

                         About East Harlem

East Harlem Property Holdings, LP, is a limited partnership formed
in Delaware on March 13, 2007.  The Debtor owns 100% of the
limited liability company membership interests in 27 special
purpose entities, which own, in the aggregate, approximately
1,200 residential units and 50 commercial units located within 47
buildings located in New York, New York.  The Real Properties are
primarily located in an area bounded by 100th Street to the south,
188th Street to the north, Pleasant Avenue to the east and Park
Avenue to the west.

The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No.
11-14368) on Sept. 15, 2011.  Judge James M. Peck presides over
the bankruptcy case.  Joseph S. Maniscalco, Esq., and Jordan
Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh,
New York, represents the Debtor as counsel.  In its schedules, the
Debtor disclosed assets of $230 million and liabilities of
$27.8 million.  The petition was signed by Linda Greenfield, vice
president of Harlem Housing, LLC, sole and managing member of East
Harlem GP, LLC, general partner.


EMPIRE LAND: Former CEO, Attorneys Escape Sanctions in Ch. 7 Row
----------------------------------------------------------------
Matt Fair at Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Mark Houle on Monday rejected motions by Empire Land LLC trustee
Richard K. Diamond to sanction the Company's former CEO, James
Previti, and his legal counsel, while simultaneously denying
Previti's own motion for leave to sue Diamond.

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.  Empire Land estimated assets and debts between
$100 million to $500 million.


ENERGY CONVERSION: Solar Business Assets Auction on June 26
-----------------------------------------------------------
Energy Conversion Devices, Inc. and its wholly-owned subsidiary
United Solar Ovonic LLC will sell by public auction, to be
authorized by the U.S. Bankruptcy Court, substantially all of its
assets relating to its solar business.  The auction will commence
on June 26, 2012.  Assets for sale will include machinery,
equipment, intellectual property, furniture, real estate and
inventory.

The auction sale process has been designed to facilitate the sale
of assets in various bulk and piecemeal configurations, and to
maximize the opportunity to sell the integrated assets in bulk to
permit future manufacturing of USO's proprietary Uni-Solar(C)
brand thin-film solar laminates.

The live webcast auction sale will commence on Tuesday June 26,
2012 at 9:00 AM ET at USO's Greenville, Michigan facility for the
bulk lots, followed by an online auction sale for the piecemeal
lots.  The thousands of individual lots to be sold online will
have staggered closing times commencing on June 27.  Only
qualified and registered bidders may participate in the bidding.
Qualification, registration and deposit requirements can be found
at: http://www.hgpauction.com/?auctionid=193and
http://www.hilcoind.com/sales/index.aspor by contacting the
auctioneers, Robert Levy at+1(248) 254-9999 or Brandon Smith
+1(973) 265-4090.

Heritage Global Partners, Hilco Industrial, Maynard's and Van
Acker Associates will be conducting the sale.  Sale details, lot
configurations and terms and conditions of sale can be found on
the following web sites: http://www.hgpauction.com/?auctionid=193
, http://www.hilcoind.com/sales/index.aspand www.maynards.com .

                      About Hilco and Heritage

Hilco Industrial provides industrial machinery, equipment and
inventory on-site, online and combination "webcast" auctions and
negotiated sales. Maintaining offices worldwide, Hilco Industrial
is a unit of Hilco Trading, LLC, an international leader in asset
valuation and disposition services.

Heritage Global Partners, a Counsel RB Capital company, is a
leading asset advisory and auction services firm, assisting large
and small companies in asset brokerage, inspection, valuations,
industrial equipment, real estate and enterprise auctions.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

Daniel McDermott, the U.S. Trustee for Region 9, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Energy Conversion Devices, Inc., et al.  Foley & Lardner
represents the Committee their counsel.


ENERGY CONVERSION: Committee Balks at Alwitra-Led Bidding Process
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Energy Conversion Devices, Inc. and United Solar Ovonic
LLC submitted with U.S.  Bankruptcy Court for the Eastern District
of Michigan a limited objection to the Debtors' motion for an
order approving the sale of solar laminates.

Specifically, the Committee asked that the Court deny the sale
motion until the Debtors submit to a higher and better bid process
for the laminates while still binding Alwitra GmbH & Co. to the
terms of the sale motion.

The Debtors sought for Court's authorization to sell certain solar
laminates to Alwitra.  The consideration for the sale is comprised
of a combination of cash and the waiver and release of certain
alleged undisputed claims against USO held by Alwitra.  The
consideration consists of $76,713 in cash and the waiver of
certain unsecured claims against USO in the amount of $187,236.
The waived claims comprise approximately two-thirds of the
consideration for the sale.

According to the Committee the sale, if approved, will allow
Alwitra to receive 100 cents on the dollar for its waived
unsecured claims, whereas the other unsecured creditors will
receive significantly less than that on account of their own
claims.

The Committee noted that it would be inequitable to allow Alwitra
to purchase the laminates through the waiver of its claims, to the
extent the waiver enables it to receive 100 cents on the dollar
for those claims, whereas the other unsecured creditors receive no
more than 70.5 cents on the dollar in the best case scenario, and
possibly as little as 22.8 cents on the dollar.

Furthermore, the sale motion contemplates a private sale to
Alwitra with no competitive bidding on these solar laminates

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.

ECD is seeking to sell assets on a going concern basis.  An
auction is currently set for May 8.  The auction was previously
scheduled for April 24.

Cassandra Sweet, writing for Dow Jones Newswires, reported that
company executives told a bankruptcy court in Detroit earlier in
April the auction might not bring in enough proceeds to pay off
the company's $249 million in debt and likely won't be enough to
pay shareholders.

A group of shareholders hoping to recover money from the auction
had asked a bankruptcy judge to allow it to form an official
committee with lawyers and expenses paid for by the company.

The company had estimated in court papers that it was worth $986
million, based on nearly $800 million of investment in the
manufacturing unit. But the company said it was unlikely to
recover that amount from the auction and didn't expect to raise
enough to pay off its debts and pay shareholders.

The Troubled Company Reporter on April 19, 2012, citing a report
by Garret Ellison at mlive.com, said Salamon Group has offered
about $2.5 million to acquire United Solar Ovonic.  According to
the report, Salamon is offering up to 5 million shares in their
company in exchange for all shares of bankrupt flexible solar
panel maker Energy Conversion Devices.  The offer amounts to about
$2.5 million based on Salamon's 49 cents per share mid-day trading
price on April 17.


ENERGY CONVERSION: Committee Balks at Equipment Auction Rules
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Energy Conversion Devices, Inc., and United Solar Ovonic
LLC asks the U.S. Bankruptcy Court for the Eastern District of
Michigan to deny the Debtor's motion to authorize the sale of
substantially all of the Debtors' equipment.

According to the Committee, the Debtors' going concern sale
process has failed and the estates are now faced with holding a
liquidation auction for their assets.  Even though the Debtors
were not able to attract a going concern purchaser, several
entities have expressed some interest in purchasing substantially
all of the Debtors' assets, including the equipment, real estate
and intellectual property.  The Debtors have not fully explored
these options but have indicated to the Committee that the
auctioneers will solicit both bulk and piecemeal bids at the
auction sale scheduled for the end of June.

The Committee notes that however, the equipment sale motion does
not make any provision for solicitation of bulk bids of the
Debtors' equipment, real estate, intellectual property, or other
assets a bulk bidder may seek to acquire.  Instead it only seeks
authority to sell the Debtors' equipment.

As reported in the TCR on June 4, 2012, the Debtors have requested
authorization to begin a ale process for substantially all of the
machinery and equipment located at the Debtors' remaining
facilities:

   1. 3800 Lapeer Road, Auburn Hills, Michigan;

   2. 10 Clark Road, Battle Creek, Michigan;

   3. 1 and 2 Solar Parkway, Greenville, Michigan;

   4. Calle Veccinal 8755 Colonia El Tecolote, Tijuana, MX; and

   5. 1100 and 1104 Maple Road, Troy, Michigan.

The Debtor did not identify stalking-horse bidders for the assets.

In order to maximize the value of the Debtors' machinery and
equipment, the Debtors have retained auctioneers with experience
in solar industry and large chapter 11 bankruptcy proceedings to
conduct auctions of the Debtors' machinery and equipment.

The Debtors and auctioneers are in the process of taking inventory
of the equipment.  The Debtors will show final catalog of the
equipment no later than five days before the first day bidding
begins at the auction.

The Debtors proposed this timeline for the auction:

      June 19 - 21:      Online/onsite auction sale for the
                         Equipment located at Calle Veccinal 8755
                         Colonia El Tecolote, Tijuana, MX (the
                         Mexican Facility) and at
                         www.hilcoind.com/sales

      June 26 - 28:      Online/onsite auction sale for the
                         remainder of the equipment at the
                         facilities, excluding the Mexican
                         Facility, and at www.hilcoind.com/sales

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).


FIRSTFED FINANCIAL: FDIC Objects to Disclosure Statement
--------------------------------------------------------
BankruptcyData.com reports that the Federal Deposit Insurance
Corporation (FDIC) filed with the U.S. Bankruptcy Court an
objection to the Disclosure Statement (filed by FirstFed Financial
and HoldCo Advisors) related to the Second Chapter 11 Plan of
Reorganization.

The FDIC states, "The Disclosure Statement lacks information
necessary to enable creditors to make an informed judgment about
whether to accept or reject the Plan. The Disclosure Statement
fails to provide meaningful information regarding, among other
things, the Reorganized Debtor's future business plans, the
availability of financing for the Reorganized Debtor's pursuit of
causes of action, expected recoveries for the various classes of
impaired claims under the Plan, and most importantly why creditors
will fare better under the Plan than in a chapter 7 liquidation."

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in January
2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


GAC STORAGE: Bank of America Wants San Tan Case Dismissed
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until June 20, 2012, at 10 a.m., the hearing to consider
the motion to dismiss the Chapter 11 case of the Debtor San Tan
Plaza, LLC.

Lender Bank of America, N.A. requested the Court for (i) dismissal
of the Chapter 11 case filed by San Tan, or, in the alternative,
(ii) relief from the automatic stay to allow the lender to
prosecute its foreclosure action against the Debtor or (iii)
adequate protection.

According to BofA, the case presents a classic situation of a
Debtor seeking the protections of chapter 11 despite having no
prospect for reorganization, simply to delay a foreclosure filed
by its secured lender on the eve of the foreclosure sale.  The
Debtor's sole asset is its interest in a substantially undeveloped
parcel of real estate which is fully encumbered by the mortgage
lien of the lender.

BofA also noted that stay relief for cause is warranted:

   -- based on the Debtor's bad faith;

   -- based upon lack of adequate protection.

   -- because the Debtor has no equity in the property and it is
      not necessary to an effective reorganization.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GENERAL AUTO BUILDING: North Park to Invest $400,000 Under Plan
---------------------------------------------------------------
General Auto Building, LLC, has filed a disclosure statement in
support of its plan of reorganization dated May 31, 2012.

Generally, the Plan provides that:

     A. all equity in the Debtor will be extinguished on the
        Effective Date and North Park Development will purchase a
        $400,000 membership interest in Reorganized Debtor,

     B. Insiders and Creditors of the Debtor will be offered the
        opportunity to purchase an ownership interest in the
        Reorganized Debtor in $50,000 increments; provided that
        the offering will be limited to a total of $200,000 in
        excess of North Park Development's $400,000 investment and
        will be available on a first come first serve basis;

     C. the Debtor will operate in the ordinary course and pay all
        Creditors in full or in part over time pursuant to the
        Plan from revenue generated by operations, from cash
        savings, and from the new investment in the Debtor.

Secured creditors R&H Construction and Multnomah County will be
paid $150,000 and $90,000, respectively, in full satisfaction of
its Secured Claim on the Effective Date.

Homestreet Bank's allowed secured claim will be paid in full
together with interest at a fixed rate of 4.75%, or at such other
rate fixed by the Court at confirmation.  On the Effective Date,
Homestreet will be paid monthly $39,583 interest only payments for
12 months.  On the 13th month following the Effective Date,
Homestreet will be paid equal, monthly $52,165 principal and
interest payments based upon a 30-year amortization schedule with
a $8,365,000 balloon payment of the unpaid principal plus accrued
interest due on the 10th anniversary of the Effective Date.

The Reorganized Debtor will pay to each holder of a Class 4
general unsecured claim an amount equal to the claimholder's pro
rata share of the Reorganized Debtor's Excess Cash as of the last
day of the prior calendar quarter.  Payments will continue until
the (a) holders of Class 4 Claims have been paid in full together
with interest at the Federal Judgment Rate; or (b) the last day of
October 2022, whichever will first occur.  In the event holders of
Class 4 Claims have received payments totaling at least 60% of
their Class 4 Claim on or before Sept. 30, 2017, then the Class 4
Claims will be deemed to have been paid and satisfied in full and
the Reorganized Debtor will have no further payment obligations.

Small Unsecured Creditors (creditors with claims of $6,000 or
less) will be paid 60% of their Allowed Claim in cash on the later
of the Effective Date of the Plan or the date on which the Claim
is Allowed.

The Plan also provides that existing equity interests in the
Debtor will be extinguished.

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

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GETTY PETROLEUM: Committee Can Hire KCC as Solicitation Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Getty Petroleum Marketing Inc., et al., to
expand the scope of Kurtzman Carson Consultants LLC's retention,
to include all aspects of soliciting and tabulating the votes in
connection with the plan solicitation and confirmation process in
these chapter 11 cases.

On Dec. 23, 2011, the Court entered an order authorizing retention
and appointment of KCC as claims and noticing agent for the
Debtors.

On April 24, 2012, the Committee filed a motion for order for
among other things, (a) approving adequacy of Disclosure
Statement; (b) establishing procedures for solicitation and
tabulation of votes to accept or reject the plan; (c) fixing the
administrative claim bar date; and (d) fixing date, time and place
for confirmation hearing.  In that motion, the Committee requested
that KCC be retained as the voting agent and be authorized to
inspect, monitor, and supervise the solicitation process, to serve
as the tabulator of the ballots, to certify to the Court the
results of the balloting, and to serve and distribute other
notices and materials in connection with Plan and Disclosure
Statement.  Out of an abundance of caution, the Committee files
the application seeking the retention of KCC.

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

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46.6 million in assets and $316.8
million in liabilities as of the Petition Date.  The petition was
signed by Bjorn Q. Aaserod, chief executive officer and chairman
of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, 2012, as
the bar date for governmental entities.


GIBRALTAR KENTUCKY: Hearing Tomorrow on More Plan Exclusivity
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to Gibraltar Kentucky Development, LLC's case docket,
will convene a hearing on June 21, 2012, at 1:30 p.m., to consider
the Debtor's request to extend time to file plan of reorganization
and disclosure statement.  The Debtor is requesting a 90-day
extension of exclusive period to file a Plan.  According to the
Debtor, there are pending open and pending issues related to the
Debtor's case that must be resolved prior to the formulation of a
Plan and Disclosure Statement.

                About Gibraltar Kentucky Development

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GREGORY EVERETT: George Tate Barred From Representing Debtors
-------------------------------------------------------------
Bankruptcy Judge Robert Summerhays banned George Tate from filing
any case as debtor's counsel under any chapter of the Bankruptcy
Code for a period of two years, but said Mr. Tate may request
relief from the sanctions order after one year.

The Court issued an Order to Show Cause in May based on various
actions taken by Mr. Tate during the course of the Chapter 7 case
of Gregory Scott Everett.  Mr. Everett filed for Chapter 11
bankruptcy (Bankr. W.D. La. Case No. 11-51175) on Aug. 12, 2011.
Mr. Tate initially filed the chapter 11 petition on Mr. Everett's
behalf.  However, Mr. Tate lists himself as a creditor of the
Debtor and is clearly disqualified from representing a chapter 11
debtor in possession.  The court therefore denied Mr. Tate's
application to be employed as counsel.  Thereafter, however, Mr.
Tate continued to take actions which appeared to be taken on
behalf of the Debtor.

For example, Mr. Tate filed an opposition to the Trustee's
objection to exemptions.  While he purportedly filed it on behalf
of himself as a creditor, the only party who would benefit from
such a pleading is Mr. Everett.  Also, Mr. Tate on numerous
occasions advised the court and court personnel he was trying to
get new counsel for Mr. Everett.  Further, at numerous hearings,
the court heard reference to advice which Mr. Tate was giving
Mr. Everett even though the court had specifically denied his
application to be employed by Mr. Everett.  At a May 15 hearing,
Mr. Tate advised the court that he believed he could now represent
Mr. Everett since the case had been converted to chapter 7.  The
court ordered that based upon his conduct in the case and the
potential for a conflict of interest, Mr. Tate would not be
permitted to represent the Debtor in the case.  The court also
ordered Mr. Tate to turn over certain documents to the Trustee
which he had failed to previously turn over.  The court took the
issue of sanctions under advisement.

In determining whether sanctions should be imposed against Mr.
Tate, the court reviewed his conduct not only in the Everett case
but also in the most recent cases he filed cases:

     * As to Elevations Day Spa & Salon, LLC, three separate cases
were filed by Mr. Tate.  First, case number 10-51450 was filed as
an involuntary petition and was subsequently dismissed for failure
to comply with an order of the court.  Mr. Tate filed the petition
on behalf of a former co-owner of the Debtor but at multiple times
attempted to file pleadings on behalf of the Debtor who he clearly
did not represent.  Second, in case number 11-50064, Mr. Tate
filed a voluntary petition for relief purporting to represent the
Debtor.  He subsequently dismissed the case claiming it was
incorrectly filed.  Finally, in case number 11-51142, Mr. Tate
once again filed a voluntary petition purporting to represent the
Debtor.  At a hearing on the court's Order to Show Cause, the
authorized representative of the Debtor testified that she had
never met Mr. Tate and did not wish to file bankruptcy.  The court
subsequently dismissed on the grounds that the filing was
unauthorized and sanctioned Mr. Tate.

     * As to Leroy Lockett (case number 11-50567), Mr. Tate filed
a chapter 13 proceeding on behalf of the Debtor.  Mr. Tate failed
to appear at several hearings and the case was dismissed for
failure to comply with an order of the court.  This failure
appeared to be the fault of Mr. Tate as opposed to the Debtor.
The case was subsequently reinstated on the condition that
Mr. Tate's fees were reduced by 25%.  After employing new counsel,
the Debtor's case was confirmed.

     * As to Lennis Miller (case number 11-51089), the case came
up for hearing on a Motion to Dismiss Case filed by the United
States Trustee's Office and Mr. Tate failed to appear.  The Debtor
was present at the hearing and was unaware of what was going on.
The US Trustee's motion as well as their complaint objecting to
the Debtor's discharge was based, at least in part, on errors
and/or inconsistencies contained in the schedules filed by Mr.
Tate on behalf of the Debtor.  The case has now been dismissed.

These cases, along with Mr. Everett's case, represent 6 of the 7
cases filed by Mr. Tate in the past two years.  Mr. Tate has
demonstrated a pattern of conduct in these cases which the court
cannot allow to continue.

A copy of the Court's June 15, 2012 Order is available at
http://is.gd/x5de5Jfrom Leagle.com.


GW PARTNERS: Peachtree Wants to Prohibit Use of Cash Collateral
---------------------------------------------------------------
Peachtree Jacksonville, LLC, asks the Bankruptcy Court to prohibit
GW Partners Ltd. 1's use of cash collateral.  In the alternative,
Peachtree Jacksonville seeks the segregation of cash collateral
and an accounting from the Debtor.

Prior to the Petition Date, an Order was entered by the Seminole
County, Florida, Circuit Court in a foreclosure action filed by
Peachtree against the Debtor, which required the Debtor and its
non-debtor affiliate, Medallion Convenience Stores, Inc., to
provide income and expense reports with respect to the Airport
Chevron and Hickman Chevron.  Despite the Order, the Debtor and
Medallion have failed to provide monthly income and expense
reports to Peachtree from November 2011 up to March 2012.

At the creditors meeting held on March 19, 2012, Kenneth Wood,
President of the general partner of the Debtor, testified that the
ground leases between the Debtor and Medallion require monthly
rental payments to the Debtor in the amounts of debt service plus
property taxes.  Mr. Wood also testified at the creditors meeting
that for a considerable time prior to the bankruptcy, Medallion
had not paid rental payments to the Debtor because Medallion
needed to use the rental payments to pay legal expenses, and also
because Medallion exercised set-offs of the rental payments owed
to the Debtor against debt purportedly owed by the Debtor to
Medallion.

Peachtree contends that the Debtor has improperly used Peachtree's
cash collateral subsequent to the filing of the case without
Peachtree's consent or court approval by allowing its non-debtor
affiliate, Medallion, to use the rental proceeds payable to the
Debtor without Peachtree's consent or Court approval.  Peachtree
also contends that subsequent to filing the petition, the Debtor
has failed to segregate the cash collateral in the Debtor's
"possession, custody, or control" and is allowing Medallion to use
the rental proceeds payable to the Debtor with respect to the
Airport Chevron and Hickman Chevron for Medallion's general
account.

Peachtree Jacksonville is represented by:

         Michael A. Paasch, Esq.
         MATEER & HARBERT, P.A.
         225 East Robinson Street, Suite 600
         Orlando, Florida 32802-2854
         Tel: (407) 425-9044
         Fax: (407) 423-2016

                        About GW Partners

Apopka, Florida-based GW Partners Ltd 1 owns real estate and
improvements in Kissimmee and Leesburg, Florida.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case
No. 12-02045) on Feb. 17, 2012.

Attorneys at Wolff, Hill, Mcfarlin & Herron, P.A., serve as
bankruptcy counsel to the Debtors.  GW Partners estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.


GW PARTNERS: Fifth Third Bank Seeks to Dismiss Chapter 11 Case
--------------------------------------------------------------
Fifth Third Bank, which holds a first mortgage lien on the real
property of GW Partners Ltd 1, asks the Bankruptcy Court to
dismiss the Debtor's chapter 11 case.

Robert J. Stovash, Esq., representing Fifth Third Bank, notes that
by the Debtor's own admission, the Debtor has no employees, has no
other assets other than its real estate property, and has no
income other than the rent generated by the Assets.  The Debtor's
business is not an ongoing business operation to be rehabilitated
or reorganized, but rather is a shell of an entity hoping to
refinance to satisfy its debts.

Furthermore, Mr. Stovash points out that the Debtor filed its
Bankruptcy Petition after Fifth Third filed its foreclosure
action, and after the Debtor entered into a Settlement Agreement
with Fifth Third.  The Debtor filed the Bankruptcy Petition on the
same day the settlement amount became due to Fifth Third under the
Agreement.  The Debtor's Bankruptcy Petition was filed to
forestall Fifth Third's ability to enforce the Settlement
Agreement by obtaining a Final Judgment of Foreclosure from the
state court and proceeding with a judicial foreclosure sale.  As
such, the Debtor filed the Bankruptcy intending to stall the
Foreclosure Action and the remedies available to Fifth Third under
the Settlement Agreement.

Mr. Stovash contends that, while the Debtor has filed its Plan for
Reorganization with the Court, the Debtor's sole hope of
rehabilitation is a plan to refinance the loans associated with
the Assets.  In the event the Debtor is unable to refinance the
loans associated with the Assets, the Debtor will not be able to
reorganize.  The Debtor has not shown that it has adequate funds
to rehabilitate, of that the Debtor will be able to fund any
Chapter 11 reorganization.

Fifth Third Bank is represented by:

         Robert J. Stovash, Esq.
         Dana A. Snyderman, Esq.
         STOVASH, CASE & TINGLEY, P.A.
         220 North Rosalind Avenue
         Orlando, Florida 32801
         Tel: (407) 316-0393
         Fax: (407) 316-8969
         E-mail: rstovash@sctlaw.com
                 dsnyderman@sctlaw.com

                        About GW Partners

Apopka, Florida-based GW Partners Ltd 1 owns real estate and
improvements in Kissimmee, and Leesburg, Florida.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead
Case No. 12-02045) on Feb. 17, 2012.

Attorneys at Wolff, Hill, Mcfarlin & Herron, P.A., serve as
bankruptcy counsel to the Debtors.  GW Partners estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.


HALO WIRELESS: 5th Circ. Upholds Firm's Chapter 11 Stay Exemptions
------------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the Fifth Circuit on
Monday affirmed a Texas bankruptcy court's ruling that exempted
private suits brought before public commissions from Halo Wireless
Inc.'s Chapter 11 automatic stay, so long as they don't attempt to
impose a monetary judgment.

Bankruptcy Law360 notes that Halo sought bankruptcy protection in
August 2011 after a host of local telephone companies brought 20
separate actions before public utility commissions in 10 states.

Halo Wireless, Inc., a provider of wireless telecommunications
services, in Dallas, Texas, filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case No. 11-42464) on Aug. 8, 2011.  E. P.
Keiffer, Esq., at Wright Ginsberg Brusilow PC, serves as the
Debtor's counsel.  In its petition, Halo estimated $1 million to
$10 million in both assets and debts.  The petition was signed by
Russel Wiseman, president.


HARBORSIDE 17: Bridgeton, NC Marina and Club Owner in Chapter 11
----------------------------------------------------------------
Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare-
bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in
Wilson, North Carolina on June 18, 2012.

The Debtor disclosed assets of $32.01 million and liabilities of
$16.88 million.

The Debtor owns a marina, clubhouse, and yacht club located on
approximately 9.94 acres of land, located at 111-B Street,
Bridgeton, North Carolina.  According to the schedules, the
property is worth $31.99 million and secures a $15.98 million
debt.  The Debtor also holds a 100% interest in Bridgeton Harbor
Management, LLC.  A copy of the schedules filed with the petition
is available at http://bankrupt.com/misc/nceb12-04512.pdf


HARBORSIDE 17: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harborside 17 Partners, LLC
        2404 N. Rio Grande Avenue
        Orlando, FL 32804

Bankruptcy Case No.: 12-04512

Chapter 11 Petition Date: June 18, 2012

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

Judge: J. Rich Leonard

About the Debtor: The Debtor owns a marina, clubhouse, and yacht
                  club located on approximately 9.94 acres of
                  land, located at 111-B Street, Bridgeton, North
                  Carolina.

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

Scheduled Assets: $32,013,512

Scheduled Liabilities: $16,875,257

The petition was signed by Daniel R. Robison, manager of JUSA
Management, LLC, manager.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Craven Co. Tax Collector           --                     $149,207
P.O. Box 1128
New Bern, NC 28563

CES Comprehensive Engineering      --                      $31,197
201 S. Orange Avenue, Suite 1300
Orlando, FL 32801-3442

Wade Dunbar Agency, Inc.           --                      $30,940
P.O. Box 279
Oriental, NC 28571

Florian Wolf                       --                      $30,000

Coastal Science & Eng.             --                       $8,518

Coalesce Creative                  --                       $6,950

Dix Lanthrop & Assoc.              --                       $4,430

Internal Revenue Service           --                       $2,365

Ward Law Firm                      --                       $1,327

Dell Financial Services            Computer Equipment       $1,045

Seter & Vander Wall, P.C.          --                         $413

NRAI Corporate Services            --                         $320


HAWKER BEECHCRAFT: Committee Taps FTI as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hawker Beechcraft, Inc., et al., asks the U.S.
Bankruptcy Court Southern District of New York for permission to
retain FTI Consulting, Inc., together with its wholly owned
subsidiaries, agents, independent contractors and employees, as
its financial advisor.

FTI will, among other things:

   a) assist in the review of financial related disclosures
      required by the Court, including the schedules of assets and
      liabilities, the statement of financial affairs and monthly
      operating reports; and

   b) assist with the assessment and monitoring of the Debtors'
      short term cash flow, liquidity and operating results;

Subject to Court approval, FTI will seek payment on a fixed
monthly basis of $200,000 and a completion fee of $1,000,000, plus
reimbursement of actual and necessary expenses incurred by FTI,
including legal fees related to the application and future fee
applications as approved by the Court.

In connection with the provision of services, FTI will retain the
Arvai Group as an independent contractor, pursuant to a letter of
engagement by and between the Arvai Group and FTI.  The Arvai
Group will provide aviation consulting services to the Committee.
In accordance with the Arvai Engagement Letter, the Arvai Group
will seek payment for compensation on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.

FTI will pay the Arvai Group's Hourly Fees from the Monthly Fixed
Fee and will seek reimbursement of the Expenses from the Debtors
as part of the FTI fee application process.

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

A hearing on June 27, 2012 at 10:00 a.m. (ET) has been set.

                   About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Panel Taps Kurtzman Carson as Information Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hawker in the
Chapter 11 cases of Beechcraft, Inc., et al., asks the U.S.
Bankruptcy Court Southern District of New York for permission to
retain Kurtzman Carson Consultants LLC as information agent nunc
pro tunc to May 22, 2012.

KCC will, among other things, assist the Committee in complying
with the Information Protocol.  KCC is a company that specializes
in, among other things, assisting creditors' committees in
fulfilling their statutory obligations to a Debtor's unsecured
creditor body.  KCC will create the Committee Website that is
designed to provide a formatted, organized and comprehensive
system to provide access to information about these Chapter 11
Cases, consistent with the Information Protocol, to the Debtors'
unsecured creditor body.

The Committee agrees that the amount invoiced is due and payable
upon its receipt of the invoice.  However, where total fees and
expenses are expected to exceed $10,000 in any single month, KCC
may require advance payment prior to the performance of services.
If any amount is unpaid as of 30 days from the receipt of the
invoice, the Committee further agrees to use its best efforts to
cause the Debtors to pay a late charge, in addition to the fees
and expenses due and owing to KCC, calculated as 1-1/2% of the
amount unpaid every 30 days.  In the case of a dispute in the
invoice amount, the Committee will give KCC written notice within
ten (10) days of receipt of the invoice by the Committee.  Late
charges will not accrue on any amounts in dispute.

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

A hearing on June 27, 2012 at 10 a.m. (ET) has been set.
Objections are due June 22, at 4:00 p.m.


HD SUPPLY: Unit Agrees to Acquire Peachtree Business Products
-------------------------------------------------------------
HD Supply Facilities Maintenance has entered into a definitive
agreement to purchase Peachtree Business Products.  Headquartered
in Marietta, Ga., Peachtree Business Products specializes in
customizable business and property marketing supplies, serving
residential and commercial property managers, medical facilities,
schools and universities, churches and funeral homes.

"We are dedicated to making the investments required to meet our
customers' needs," said Anesa Chaibi, president and CEO of HD
Supply Facilities Maintenance.  "In addition to acquiring a
premium business with strong cultural fit and great end-market
alignment, this acquisition supports our commitment to provide the
right products, services and solutions for our customers."

The purchase of Peachtree Business Products further strengthens HD
Supply Facilities Maintenance's leading national position by
enhancing the depth and diversity of products and services for
existing and new customers.  It also aligns with HD Supply's long-
term, core leadership business growth strategy.

"HD Supply will continue to focus on growing its core leadership
businesses through both organic growth and by acquiring strong
companies such as Peachtree Business Products," stated Joe
DeAngelo, CEO of HD Supply.  "We are excited to welcome Peachtree
Business Products to the HD Supply family."

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion
in total assets, $7.16 billion in total liabilities, and a
$428 million total stockholders' deficit.

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HOSTESS BRANDS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Interstate Brands Corporation filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $185,414,799
  B. Personal Property        $1,302,241,073
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $861,224,775
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $52,900,962
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $28,118,471
                                 -----------      -----------
        TOTAL                 $1,487,655,872     $942,244,208

Debtor-affiliates also filed their respective schedules:

   Company                            Assets       Liabilities
   -------                            ------       -----------
IBC Trucking, LLC                 $7,649,000      $916,255,449
MCF Legacy, Inc.                          $0       $54,893,100
IBC Services, LLC                $20,041,117      $912,615,991
Hostess Brands, Inc.            $143,743,229    $1,172,459,383
IBC Sales Corporation           $219,731,555    $1,581,252,342

Full-text copies of the schedules are available for free at:

http://bankrupt.com/misc/HOSTESS_BRANDS_ibc_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_ibcsales_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_ibcservices_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_interstatebrands_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_mcflegacy_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_sal.pdf

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOUGHTON MIFFLIN: U.S. Trustee Faults Releases in Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee opposes confirmation of the
reorganization plan for Houghton Mifflin Harcourt Publishing Co.
due to the releases to third parties.  The U.S. Trustee, the
Justice Department's bankruptcy watchdog, argued in papers filed
June 15 that the plan violates ethical rules governing lawyers'
conduct because it prospectively bars clients from alleging
malpractice.  The U.S. Trustee also wants the bankruptcy judge to
withhold passing on the plan until he rules on the U.S. Trustee's
motion to transfer the case to Boston.  The U.S. Trustee contends
that some provisions in the plan impermissibly give releases to
third parties broader than bankruptcy law permits.

The company has filed a prepackaged Chapter 11 reorganization
plan.  The prepackaged Chapter 11 plan provides for these terms:

    * Holders of the $2.59 billion term loan and $314.9 million
      in 10.5% secured notes will receive most of the new
      stock plus $30.3 million cash.  The senior creditors are
      estimated to have a 54.4% recovery.

    * Holders of letter credit facility in the amount of
      $26.83 million is unimpaired and will recover 100%.

    * Holders of general unsecured claims will receive full
      payment in cash plus postpetition interest.  The 6,000
      vendors with $125 million in claims, the authors, other
      publishers, and agents owed $30 million for royalties are
      unimpaired under the Plan and will have a 100% recovery.

    * Existing shareholders will receive warrants for 5% of
      the new stock if they vote in favor of the plan.  They
      will receive 7-year warrants for 5% of the stock
      exercisable at a price equivalent to a $3.1 billion
      equity value for the reorganized company.

A hearing to consider confirmation of the Plan is scheduled for
June 21.

                     Judge Wary of Moving Case

Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that a judge said that shifting the bankruptcy case of Houghton
Mifflin Harcourt Publishing Co. to another court, just days before
its planned confirmation hearing, could hurt the publisher's
creditors and threaten its financing, but he acknowledged that the
law might eventually force his hand in the matter.

                       About Houghton Mifflin

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.


HOUGHTON MIFFLIN: Can Hire Kurtzman Carson as Administrative Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Houghton Mifflin Harcourt Publishing Company and its
affiliated debtors to employ Kurtzman Carson Consultants LLC as
administrative agent.

KCC will, among other things:

   a) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

   b) tabulate votes and perform subscription services as may be
      requested or required in connection with any and all plans
      filed by the Debtors and provide ballot reports and related
      balloting and tabulation services to the debtors and their
      professionals;

   c) generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results; and

   d) manage any distribution pursuant to a confirmed Plan prior
      to the effective date of such Plan

Albert Kass, KCC's vice president of corporate restructuring
services, assures the Court that KCC is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Houghton Mifflin

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.


HOUGHTON MIFFLIN: Can Hire Paul Weiss as Bankruptcy Attorneys
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Houghton Mifflin Harcourt Publishing Company and its
affiliated debtors to employ Paul, Weiss, Rifkind, Wharton &
Garrison LLP as bankruptcy attorneys.

Paul Weiss will, among other things:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of these cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11; and

   c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions
      commenced under the Bankruptcy Code on their behalf, and
      objections to any claims filed against the estates.

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

                       About Houghton Mifflin

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.


HWI GLOBAL: Files for Chapter 7 Liquidation
-------------------------------------------
HWI Global, doing business as Haddad-Wylie Industries, filed a
voluntary Chapter 7 bankruptcy petition (Bankr. W.D. Pa. Case No.
12-23044) in Pittsburgh on June 13, 2012.

The Company is represented by Frank E. Yourick, Jr.

HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey
provider of cleanroom systems; designing, engineering,
manufacturing, installing and servicing principal component
systems for advanced cleanrooms.


ICG REAL ESTATE: Files List of 10 Largest Unsecured Creditors
-------------------------------------------------------------
ICG Real Estate Advisors, LLC filed with the U.S. Bankruptcy Court
for the Eastern District of Michigan a list of its 10 largest
unsecured creditors, disclosing:

   Name of Creditor                Nature of Claim        Amount
   ----------------                ---------------        ------
Steven D. Pankake LLC              Litigation Dispute    $500,000
Attn: Registered Agent
22539 Maple Street
St. Clair Shores, MI 48098

David W. Warren, Esq.              Attorney Fees          $50,000

Douglas D. Hampton, Esq.           Legal Fees             $50,000

Kandance Weems Norris              Attorney Fees          $35,000

Daniel C. Flint, Esq.              Attorney Fees          $25,000

Gordon R. Follmer                  Accounting Fees         $3,000

Dawn Lamsa, CPA                    Accounting Fees         $1,500

Police and Fire Retirement         Litigation Dispute          $1
   System

General Retirement System          Guarantee of Real           $1
   of Detroit                      Estate Loan

AXA Equitable Life                 Guarantee of Real           $1
Insurance Company                  Estate Loan*

* property worth more than outstanding debt

                About ICG Real Estate Advisors, LLC

ICG Real Estate Advisors, LLC's business is a holding company for
two entities that manage and own real estate.

The Company filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 12-48896) in Detroit on April 9, 2012.

Judge Marci B. McIvor presides over the case. Kenneth A. Nathan,
Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as
counsel to the Debtor.

ICG Real Estate Advisors -- http://icgreit.com-- manages
Inheritance Capital Group, LLC, a private equity commercial real
estate firm founded in 2006 with international capabilities based
in Southfield, Michigan.

ICG Real Estate Advisors claims to be the only minority owned
enterprise in the country certified by the Minority Business
Development Council (MBDC) to buy and sell corporate sale lease
backs.  ICG Real Estate Advisors specializes in single tenant net
lease real estate nationwide.

The Debtor disclosed $12,000,066 in assets and $664,503 in
liabilities as of the Chapter 11 filing.


IMPERIAL PETROLEUM: Reports $1-Mil. Net Income in April 30 Qtr.
---------------------------------------------------------------
Imperial Petroleum, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.08 million on $2,015 of total operating income
for the three months ending April 30, 2012, compared with net
income of $2.36 million on $64,684 of total operating income for
the same period during the prior year.

The Company reported a net loss of $7.08 million on $149,540 of
total operating income for the nine months ended April 30, 2012,
compared with net income of $2.80 million on $168,863 of total
operating income for the same period a year ago.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.

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

                        http://is.gd/jHIq2c

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.


In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, 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 is dependent upon obtaining debt financing for
funds to meet its cash requirements.


INTELLICELL BIOSCIENCES: To Issue 7MM Common Shares Under Plan
--------------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 7 million shares of
common stock at a proposed maximum aggregate offering price of
$14.8 million.  The common shares are issuable under the Company's
2011 Incentive Stock Plan.  A copy of the filing is available for
free at http://is.gd/wLZ8HW

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at March 31, 2012, showed $3.51
million in total assets, $21.97 million in total liabilities, and
a $18.46 million total stockholders' deficit.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.


INTERNATIONAL ENVIRONMENTAL: Sec. 341 Creditors' Meeting on July 6
------------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, will convene a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of International Environmental Solutions Corporation on
July 6, 2012, at 2:30 p.m., at Suite 300, 3685 Main Street,
Riverside, California.

                 About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.


JASMINE AT ORLANDO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Jasmine at Orlando East, LLC
        255 University Drive
        Coral Gables, FL 33134

Bankruptcy Case No.: 12-24621

Chapter 11 Petition Date: June 15, 2012

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

Judge: Robert A. Mark

About the Debtor: The Debtor owns a multi-family apartment
                  development containing 296 units contained in 32
                  two-story buildings located on 19.64 acres
                  located in Orlando, Florida.

Debtor's Counsel: Debi Evans Galler, Esq.
                  BERGER SINGERMAN LLP
                  1450 Brickell Avenue, #1900
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340
                  E-mail: dgaller@bergersingerman.com

                         - and ?

                  Jordi Guso, Esq.
                  BERGER SINGERMAN LLP
                  1450 Brickell Avenue, #1900
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340
                  E-mail: jguso@bergersingerman.com

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

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

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

The petition was signed by Oscar A. Garcia, authorized
representative.


JESCO CONTRUCTION: Taps Attorneys for Illinois FEMA Litigation
--------------------------------------------------------------
Jesco Construction Corporation asks the U.S. Bankruptcy Court for
the Southern District of Mississippi for permission to employ the
law firm of Brent Coon & Associates as special counsel in
connection with the Illinois FEMA Litigation.

The Debtor is involved in litigation in the State of Illinois
wherein the Debtor has filed a lawsuit against FEMA, et al., for
work performed by Jesco Construction Corporation in Henderson
County, IL, Village of Gulfport, IL, and others on or about July
2008 until September 2008.

To the best of the Debtor's knowledge, the firms are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.  Gary Riebschlager, an attorney at the
firm, disclosed that he holds an unsecured non-priority claim in
the amount of $13,750.

In separate filings, the Debtor also asks permission to employ
Matthew D. Jacobson and the law firm of Whitfield & Eddy, PLC; and
Brian Min and the Min Law Firm, P.C., as special counsels in
connection with the Illinois FEMA Litigation.

                     About Jesco Construction

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  The Debtor tapped Kelly Baker, CPA, PA, as accountant.

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of Jesco Construction Corp.


KMART CORP: Michigan Appeals Court Revives Legal Malpractice Suit
-----------------------------------------------------------------
The Court of Appeals of Michigan reversed and remanded a trial
court's orders granting summary disposition to the defendant in a
legal malpractice case, saying the plaintiffs have presented
sufficient evidence of malpractice to preclude summary
disposition.

The alleged malpractice occurred during a previous malpractice
lawsuit filed against David Binkley, Esq., who had handled the
plaintiffs' claims during the bankruptcy of Kmart Corporation.
The plaintiffs are former Kmart executives who sought to recover
unpaid severance packages in the bankruptcy case.  Each had hired
Binkley during the bankruptcy and claim that he failed to take
appropriate action and give appropriate legal advice to file and
preserve claims as general unsecured creditors of Kmart.  They
also claim that they informed Binkley of the administrative
expense filing deadline in the bankruptcy court, but that he
failed to preserve those claims as well.

Given the lack of preserved claims, the plaintiffs were not
eligible to receive payments as creditors in the bankruptcy
proceedings.  By contrast, those former executives who had filed
administrative and general claims in the bankruptcy court received
substantial settlements on their claims for the unpaid severance
packages.

The Plaintiffs then hired Frederick Bibik to sue Binkley for
malpractice in failing to preserve and properly pursue their
bankruptcy claims.  In the case filed by Bibik, it was alleged
that Binkley should have timely filed administrative claims in the
bankruptcy action.  It was not alleged that Binkley should have
timely filed general claims.  The trial court dismissed the case
after concluding that the plaintiffs had not provided evidence
that if administrative claims had been filed, the plaintiffs would
have received settlements.

After the case filed by Bibik was dismissed, Bibik failed to
timely file an appeal.  In a letter to the plaintiffs, he conceded
that had he intended to file an appeal, but that he miscalculated
the deadline.

The Plaintiffs brought suit against Bibik.  The trial court
initially granted partial summary disposition on the grounds that
the plaintiffs failed to present sufficient evidence of
malpractice and causation to create a question of fact as to
Bibik's representation in the trial court.  On the defendant's
motion for reconsideration, the trial court granted summary
disposition on the plaintiff's remaining claim arising out of
Bibik's failure to timely file their appeal as to the dismissal of
the Binkley claim.

The Plaintiffs allege that Bibik, due to an inadequate
understanding of ordinary bankruptcy law and procedure, failed to
argue that Binkley should have filed and preserved general
unsecured claims on their behalf in the bankruptcy case and failed
to make the appropriate causation arguments in the prior case as
to the effect of Binkley's failure to file administrative claims.
The trial court rejected each of these arguments in granting
summary disposition.

The case is MARIANA KEROS and PAUL SPRINGTHORPE, Plaintiff-
Appellants, v. FREDERICK P. BIBIK, Defendant-Appellee, No. 303356
(Mich. App. Ct.).

A copy of the Court's June 14, 2012 per curiam decision is
available at http://is.gd/JxJclcfrom Leagle.com.

                            About Kmart

Retailer Kmart Corporation and 37 of its U.S. subsidiaries filed
voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No.
02-02474) on Jan. 22, 2002.  Kmart emerged from chapter 11
protection on May 6, 2003, pursuant to the terms of an Amended
Joint Plan of Reorganization.  John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.  The Company's balance
sheet showed $16,287,000,000 in assets and $10,348,000,000 in
debts when it sought chapter 11 protection.  Kmart bought Sears,
Roebuck & Co., for $11 billion to create the third-largest U.S.
retailer, behind Wal-Mart and Target, and generate $55 billion in
annual revenues.  Kmart completed its merger with Sears on
March 24, 2005.


KV PHARMACEUTICAL: Incurs $102.3 Million Net Loss in Fiscal 2012
----------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $102.30 million on $23.20 million of net revenues for
the year ended March 31, 2012.

The Company previously disclosed a net loss of $271.70 million on
$27.30 million of net revenues for the year ended March 31, 2011,
and a net loss of $283.60 million on $9.10 million of net revenues
for the year ended March 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$253.40 million in total assets, $734.10 million in total
liabilities and a $480.70 million total shareholders' deficit.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that the Company among other things has experienced recurring
losses from operations, has a significant shareholders' deficit,
and negative working capital; the potential inability of the
Company to raise additional capital or debt financing; a potential
cash shortfall in meeting near term obligations; significant
uncertainties related to litigation and governmental inquiries;
and potential debt covenant violations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-K is available for free at:

                       http://is.gd/IuzGj5

                 About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.


LANDAMERICA FINANCIAL: Insurers to Pay $36 Mil. Over D&O Claims
---------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that a group of
insurance carriers on Friday reached a $36 million settlement with
LandAmerica Financial Group Inc.'s trustee to eliminate claims
that some of the company's former directors and officers breached
their fiduciary duty to the company.

According to Bankruptcy Law360, LFG trustee Bruce H. Matson said
in the motion to approve the settlement that in June 2011 he filed
a complaint in a consolidated class action against the executives,
alleging, among other things, breaches of fiduciary duties to LFG
and its subsidiary LandAmerica 1031 Exchange Services Inc.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LANTERN PARTNERS: Sec. 341 Creditors' Meeting Set for July 10
-------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 10, will convene a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Lantern Partners LLC on July 10, 2012, at 9:30 a.m. EDT at
Room 416B U.S. Courthouse, Indianapolis.

Objections to dischargeability are due by Sept. 10, 2012.

Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.  The
Debtor, a single asset real estate as defined in 11 U.S.C., Sec.
101 (51B), estimated assets and debts of $10 million to
$50 million.  The Debtor's principal asset is located at 10500
Kincaid Drive, Fishers, Indiana.

Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost
Brown Todd LLC, serve as the Debtor's bankruptcy counsel.  Judge
Anthony J. Metz, III, presides over the case


LARSON LAND: Sec. 341 Creditors' Meeting Set for June 22
--------------------------------------------------------
David W. Newman, Assistant U.S. Trustee for Region 18, will
convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Larson Land Company LLC on June 22, 2012, at
2:00 p.m., at the United States Trustee Office - Boise.

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case.  Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.


LARSON LAND: Proposes DIP Financing Agreement With Ontario-ConAgra
------------------------------------------------------------------
John L. Davidson, Chapter 11 trustee for Larson Land Company LLC,
fka Select Onion Co. LLC, asks the U.S. Bankruptcy Court for the
District of Idaho for permission to obtain postpetition financing
from Ontario Asset Holdings, LLC ("Ontario-ConAgra").

Ontario-ConAgra will provide postpetition financing to the
Debtor's estate for those expenses that are immediate and which if
not paid will cause irreparable harm to the estate.

According to court filings, the DIP agreement provides for $1.4
million to be drawn incrementally on a weekly basis during the
course of the Chapter 11 case.

The material provisions of the postpetition financing agreement
are:

   i) Interest rate:      6%

  ii) Maturity:           The first to occur of Aug. 13, 2012, the
                          effective date of a plan of
                          reorganization or liquidation, 30 days
                          after entry of an Interim Financing
                          Order if a Final Financing Order has not
                          been entered by that date, or the sale
                          of a material portion of the Debtor's
                          assets;

iii) Commitment fee:     $50,000

(iv) Events of default:   Among other things, failure to make a
                          payment when due, failure to maintain
                          insurance, failure to provide access to
                          records and the Debtor's places of
                          business, failure to use loan proceeds
                          to fund cash needs in accordance with
                          the budget.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant Ontario-ConAgra
adequate protection liens and superpriority administrative expense
claims, subject to carve out.

Ontario-ConAgra asserts a prepetition claim against the Debtor in
the amount of $42.45 million.  Ontario-ConAgra claims a first
priority security interest in the Debtor's real property,
consisting of a farm property with 11,000 acres, and the real
property where the Debtor?s processing facility is located.

A full-text copy of the terms of the financing is available for
free at http://bankrupt.com/misc/LARSONLAND_dipfinancing.pdf

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Judge Terry L. Myers presides over the case.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

John L. Davidson, has been named Chapter 11 Trustee, to take over
management of the Debtor's estate.  Hawley Troxell Ennis & Hawley
LLP represents John L. Davidson, the Chapter 11 trustee.


LEE BRICK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lee Brick & Tile Company
        3704 Hawkins Avenue
        Sanford, NC 27330

Bankruptcy Case No.: 12-04463

Chapter 11 Petition Date: June 15, 2012

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

Judge: Randy D. Doub

About the Debtor: Lee Brick -- http://www.leebrick.com/-- began
                  its operations in 1951 after Hugh Perry and 10
                  local businessmen from Lee County decided three
                  years prior to invest in the business of
                  brickmaking.  In the late 1950's Hugh Perry
                  bought out the investing partners, making Lee
                  Brick a solely owned and operated family
                  company.  Hugh Perry named his son Frank
                  president in 1970, which he served until 1999
                  and currently serves as CEO.  Since 1999 Don
                  Perry succeeded his father and serves as the
                  company's president.  Frank Perry, along with
                  his sons Don and Gil, and brother-in-law JR
                   (rad) Holton have helped guide the family
                  business through revolutionary changes in brick
                  manufacturing that few people in the ceramic
                  industry could have ever anticipated.

Debtor's Counsel: Kevin L. Sink, Esq.
                  NICHOLLS & CRAMPTON, P.A.
                  P.O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  E-mail: ksink@nichollscrampton.com

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

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

The petition was signed by Don W. Perry, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capital Bank                       Deficiency Claim     $6,496,076
130 N. Steele Street
Sanford, NC 27330

Texican Horizon Energy Marketing,  Trade Debt              $32,934
LLC
One Allen Center, Suite 1150
Houston, TX 77002

Barloworld Handling                Trade Debt              $10,307
P.O. Box 410050
Charlotte, NC 28273

Ploychem Corp.                     Trade Debt               $9,072

Wicker Oil Company                 Trade Debt               $7,878

J.C. Steele & Sons                 Trade Debt               $1,697

Ceramica, Inc.                     Trade Debt               $1,454

Auto Systems and Service           Trade Debt               $1,114

First Bank                         2012 Chevrolet             $521

Avery?s Creek Machine, Inc.        Trade Debt                 $174

Cintas Corporation                 Trade Debt                 $139

Advantage Auto Store               Trade Debt                 $137

John-Beverly                       Trade Debt                 $136

Signode Service Business           Trade Debt                 $110

Lee Builder Mart, Inc.             Trade Debt                  $83

Captain Rod Sullivan               Trade Debt                  $59

Fastenal Company                   Trade Debt                  $58

Smith?s Coffee                     Trade Debt                  $50

Windstream                         Trade Debt                  $34

Lewis, Deese & Nance, LLP          Trade Debt                  $10


LEONARD ALBANESE: Guarantee Lawsuits Cue Chapter 11 Bankruptcy
--------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Leonard Albanese filed a personal Chapter 11 bankruptcy citing
$46.2 million in liabilities and $4.34 million in assets.

The report, citing court documents, relates Mr. Albanese sought
bankruptcy "due to the overwhelming costs of defending 15 personal
guarantee lawsuits during the previous year, ten of which are
still pending."  The Business Journal has written about Mr.
Albanese in several foreclosures, including the Sabina Plaza
retail center in western Miami-Dade County, where Florida
Community Bank filed against Sabina Investments Holdings, along
with guarantors Mark Weiss and Mr. Albanese on a mortgage of $6.8
million.  Mr. Albanese was also named in a foreclosure lawsuit in
July over 64 home sites at the Oaks at Boca Raton, Florida.

The report says the largest claim in the bankruptcy was a loan
from AMT CADC Venture of Pasadena for $20.7 million.

The report notes Mr. Albanese said he had $90,894 in gross income
so far this year compared to a total of $179,709 in 2011.  He is
represented by Bradley Shraiberg, Esq., of Boca Raton-based
Shraiberg, Ferrara, & Landau.


LUMBER PRODUCTS: Ch. 11 Trustee Can Sell Assets to Rugby-LP, LLC
----------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized Edward C. Hostmann, the Chapter 11
trustee for Lumber Products to sell substantially all of the
personal property assets of Debtor to Rugby-LP, LLC.

Rugby-LP, as purchaser, entered into a purchase agreement,
pursuant to which, among other things, purchaser agreed to
purchase substantially all of the personal property assets of
Debtor, excluding the inventory located at the seller's Chandler,
Arizona location, plus the assumption of certain liabilities.  In
order to maximize the value of Debtor's estate for the benefit of
creditors, the trustee required that the sale to purchaser, remain
subject to higher or otherwise better offers.

According to the trustee, the Debtor has been facing a liquidity
shortage for approximately the past 18 months, which has
substantially impacted its business and ability to purchase
inventory.

Copies of the sale documents are available at:

    http://bankrupt.com/misc/LUMBERPRODUCTS_sale.pdf
    http://bankrupt.com/misc/LUMBERPRODUCTS_sale_amended.pdf

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee is represented by
Tonkon Torp LLP.


M WAIKIKI: Files Fourth Amended Reorganization Plan
---------------------------------------------------
M Waikiki LLC and The Davidson Family Trust dated Dec. 22, 1999,
as Amended submitted to the U.S. Bankruptcy Court for the District
of Hawaii their proposed Fourth Amended Plan of Reorganization
dated June 8, 2012.

According to the Plan, the Debtor will not sell the hotel before
all allowed general unsecured claims have been paid in full,
unless any remaining amount due for the allowed general unsecured
claims as of the closing of the sale is paid to the holders
thereof at the closing.  Subject to the limitations set forth in
Section 5.03, the Debtor may prepay part or all of any remaining
balance of any allowed general unsecured claim at any time.

A full-text copy of the Fourth Amended Plan is available for free
at http://bankrupt.com/misc/M_WAIKIKI_plan_4amended.pdf

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


MCM RESORT: Bankruptcy Filing Blocks Foreclosure Auction
--------------------------------------------------------
Adam Sichko at the Business Review reports that MCM Resort
Properties LLC has filed for Chapter 11 protection, halting a
foreclosure auction of a 105-room hotel in Lake George that was
scheduled for June 18, 2012.

The report, citing court papers, relates MCM Resort said it
expects to soon have a buyer willing to pay a price large enough
to cover the hotel's $2.7 million of reported debt.  Coldwell
Banker Prime Properties listed the hotel on the market for $2.9
million.  The hotel is situated on nine acres just off exit 21 on
Interstate 87, near Route 9N -- Lake George's main drag.

"I believe we will be receiving a purchase contract shortly," the
report quotes part-owner Christine Boychuk as saying.  The hotel,
a former Ramada Inn, has been closed since fall 2009.

The report adds MCM Resort listed three creditors with secured
debt.  The largest is mortgage lender TD Bank, which obtained a
foreclosure judgment in March 2012.  The hotel also lists 10
creditors with unsecured debt.  An apparent family member, Olga
Boychuk, is owed a note worth $225,000.

The report says the hotel lists $3 million of assets.

MCM Resort Properties LLC owns the Lake View Hotel and Conference
Center.


MERCED FALLS: Court Confirms Plan Co-Proposed by American AgCredit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
according to the June 14, 2012 civil minutes, approved the Chapter
11 Plan dated March 30, 2012, that was co-proposed by debtor
Merced Falls Ranch LLC and lender American AgCredit, FLCA.

As reported in the Troubled Company Reporter on May 7, 2012,
the Hon. W. Richard Lee approved the joint disclosure statement
explaining the Plan.

The Disclosure Statement stated that the Debtor and ACC reached an
agreement on a consensual Joint Plan with these terms, among other
things: (i) the Debtor stipulates to a valid and fixed amount owed
to AAC as of the Petition Date ($12,509,567), plus certain accrues
expenses and fees; (ii) interest accrues at 9.75% from the
Petition Date on the AAC claim; and (iii) non-insider Class 4
unsecured claims are to be paid in full plus interest at 9.75% by
Dec. 31, 2012.

                        About Merced Falls

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  Cappello and Noel LLP acts as
special litigation counsel.  Atherton & Associates acts as
accountants.  The petition was signed by Stephen W. Sloan, the
Debtor's member.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Merced Falls Ranch LLC
because an insufficient number of persons holding unsecured claims
against the Debtor have expressed interest in serving on a
committee.


MONTANA ELECTRIC: Performance 'Improved', Investors Eyed
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Southern Montana Electric Generation
& Transmission Cooperative Inc. said that "improved financial
performance" generated so much interest that he is setting up a
formal timeline for proposals from investors intending to help
finance a reorganization plan.

According to the report, the trustee said in a court filing last
week that he will attempt to confirm a Chapter 11 reorganization
plan by the year's end.  Assuming the bankruptcy judge in Butte,
Montana, goes along with the proposal, anyone intending to make a
reorganization proposal must submit the offer by Sept. 17.  After
consulting with the main parties in the case, the trustee will
announce the best proposal around Oct. 15.

The trustee said he reserves the right to propose a standalone
plan if none of the proposals is adequate.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MSR RESORT: Extends Plan Filing Deadline Until June 28
------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until Aug. 1, 2012, and Oct. 1, respectively.

The Debtors relate that they have reached the final stages of
their reorganization.  Since the Petition Date, the Debtors have
worked with their creditor constituents to complete the
restructuring initiatives and lay the groundwork for a
comprehensive financial restructuring.  The Debtors need
additional time to complete the remaining initiatives and a
proposal of a value-maximizing plan of reorganization.

A hearing on June 27, 2012, at 10 a.m. (prevailing Eastern Time)
has been set.  Objections, if any, are due June 20, at 4 p.m.

In a separate filing, the Debtors notified the Court that they
entered into a stipulation with Midland Loan Services, Inc., 450
Lex Private Limited, C Hotel Mezz Private Limited, Metropolitan
Life Insurance Company, together with its wholly-owned subsidiary
MLIC Asset Holdings II LLC, Five Mile Capital SPE B LLC, the
Official Committee of Unsecured Creditors, Marriott International,
Inc., and Waldorf-Astoria Management LLC, extending the exclusive
periods to file and solicit acceptances for the proposed Plan
until June 28, and Aug. 28, respectively.

                         About MSR Resort

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

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

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

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

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

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

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the
$1.5 billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NET ELEMENT: Files Copy of Agreement & Plan of Merger
-----------------------------------------------------
Net Element, Inc., entered into an Agreement and Plan of Merger
with Cazador Acquisition Corporation Ltd., a Cayman Islands
limited corporation on June 12, 2012.  Subject to the terms and
conditions of the Merger Agreement, the Company will merge with
and into Cazador, resulting in the Company ceasing to exist and
Cazador continuing as the surviving company in the Merger.  The
Merger is intended to qualify as a tax-free reorganization.

Cazador is a blank check company whose ordinary shares and
warrants are listed on The NASDAQ Capital Market.  Cazador was
incorporated on April 2, 2010, for the purpose of effecting a
merger, share capital exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
operating businesses or assets.

Following the Merger, the Surviving Company is expected to retain
the Company's ticker symbol "NETE" upon Nasdaq's approval of
Cazador's listing application, and as promptly as practicable
after the effective time of the Merger, the Surviving Company
intends to change its name to "Net Element International, Inc."

A copy of the Agreement and Plan of Merger is available for free
at http://is.gd/4J0n6D

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.34 million in total assets, $6.83 million in total liabilities,
and a $4.49 million total stockholders' deficit.


NEW CENTURY MORTGAGE: Tex. App. Ct. Rules on Homeowners' Suit
-------------------------------------------------------------
MARVIN MARTIN AND NATALIE ARCENEAUX, Appellant, v. NEW CENTURY
MORTGAGE COMPANY, CARRINGTON MORTGAGE SERVICES, LLC, AND BARCLAYS
CAPITAL REAL ESTATE, INC. D/B/A HOME Q SERVICING, Appellee, No.
01-11-00792-CV (Tex. App. Ct.), is a contractual standing case
arising out of an attempted non-judicial foreclosure of a mortgage
loan.  Homeowners Marvin Martin and Natalie Arceneaux appeal the
trial court's summary judgment order in favor of New Century
Mortgage Corporation, Carrington Mortgage Services, and Barclays
Capital Real Estate, Inc. d/b/a Home Q Servicing.  Wells Fargo
Bank N.A., acting as trustee for Carrington Mortgage Loan Trust,
Series 2006-NC4 Asset-Backed Pass Through Certificates, responded
to the suit.  New Century assigned the deed of trust and
underlying debt to Wells Fargo in its capacity as trustee.
Carrington Mortgage acts as servicer on behalf of Wells Fargo.

On appeal, the homeowners maintain that the trial court erred in
granting summary judgment because (1) no evidence demonstrates
that Carrington and Wells Fargo own the underlying debt and fact
issues exist as to various claims against them for deceptive acts
or practices; and (2) the underlying promissory note was pooled
into a trust in violation of the trust's pooling agreement and
thus any assignment of the note was invalid.

In an Opinion issued June 14, 2012, available at
http://is.gd/4xO3cBfrom Leagle.com, the Court of Appeals of
Texas, First District, Houston, held that Wells Fargo had standing
to enforce the note and its rights via contractual assignment of
the note.  The appeals court further concluded that the homeowners
have failed to raise a fact issue on their federal and state
claims against the lenders.  The appeals court therefore affirmed.

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.  The Bankruptcy Court confirmed the Second
Amended Joint Chapter 11 Plan of Liquidation of the Debtors and
the Official Committee of Unsecured Creditors on July 15, 2008,
which became effective on Aug. 1, 2008.  An appeal was taken and,
on July 16, 2009, District Judge Sue Robinson issued a Memorandum
Opinion reversing the Confirmation Order.  On July 27, 2009, the
Bankruptcy Court entered an Order Granting Motion of the Trustee
for an Order Preserving the Status Quo Including Maintenance of
Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole
Officer and Director of the Debtors, Pending Entry of a Final
Order Consistent with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEW STREAM: 2nd Amended Plan of Reorganization Declared Effective
-----------------------------------------------------------------
New Stream Secured Capital Inc., et al., notified the U.S.
Bankruptcy Court for the District of Delaware that the Effective
Date of the Second Amended Joint Plan of Reorganization dated
March 12, 2012, and supplemented on April 18, 2012, occurred
on May 9, 2012.

As reported in the Troubled Company Reporter on April 25, 2012,
the Debtors won Delaware bankruptcy court approval of its plan,
which was delayed for a year as creditors scuffled over the
remains of the hedge fund's life settlement investment business.

According to Bankruptcy Law360, the plan is premised on a global
settlement of various thorny intercreditor disputes and pays back
creditors with $127.5 million raised from the sale of New Stream's
life settlement investment portfolio.

                         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.

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 proposes to hire
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.


NEWPAGE CORP: Creditors Disagree on How to Break Ch. 11 Deadlock
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that NewPage Corp.'s
reorganization effort was assailed from all sides Friday, with two
warring creditor factions floating different ideas to push the
Company's bankruptcy forward.

According to Jacqueline Palank at Dow Jones' Daily Bankruptcy
Review, NewPage Corp.'s unsecured creditors say the paper maker is
using its stay in Chapter 11 as a "sword" to force them to give up
their challenge of some $2.7 billion in senior debt.

Without a reorganization plan on file after nine months, NewPage's
unsecured creditors are clamoring for a mediator to referee plan
negotiations, while a trustee for secured lenders wants to open
the door to competing plans to break the impasse, Bankruptcy
Law360 relates citing objections filed in Delaware bankruptcy
court.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORTHSTAR AEROSPACE: Meeting to Form Creditors' Panel on June 25
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on June 25, 2012, at 11:00 a.m. in
the bankruptcy case of Northstar Aerospace (USA) Inc.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 2112
   Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Northstar Aerospace (USA) Inc., a manufacturer of gears and
gearboxes for military helicopters, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.


NORTHSTAR AEROSPACE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Northstar Aerospace (USA) Inc.
        6006 W. 73rd Street
        Bedford Park, IL 60638

Bankruptcy Case No.: 12-11817
Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
Northstar Aerospace (Chicago) Inc.      12-11818
D-Velco Manufacturing of Arizona, Inc.  12-11819
Derlan USA, Inc.                        12-11820

Chapter 11 Petition Date: June 14, 2012

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

Judge: Mary F. Walrath

About the Debtors: Northstar Aerospace -- http://www.nsaero.com/-
                   - is an independent manufacturer of flight
                   critical gears and transmissions.  With
                   operating subsidiaries in the United States and
                   Canada, Northstar produces helicopter gears and
                   transmissions, accessory gearbox assemblies,
                   rotorcraft drive systems and other machined and
                   fabricated parts.  It also provides
                   maintenance, repair and overhaul of components
                   and transmissions. Its plants are located in
                   Chicago, Illinois; Phoenix, Arizona and Milton
                   and Windsor, Ontario.  Northstar employs over
                   700 people across its operations.

                   Certain Canadian affiliates are also seeking
                   protection pursuant to the Companies' Creditors
                   Arrangement Act, R.S.C.1985, c. C-36, as
                   amended.

                   Northstar has entered into an asset purchase
                   agreement, subject to approval of the Courts
                   with Heligear Acquisition Co. and Heligear
                   Canada Acquistion Corporation, affiliates of
                   Wynnchurch Capital, Ltd., pursuant to which
                   substantially all of the assets of Northstar
                   will be sold for an aggregate purchase price of
                   approximately US$70 million, together with the
                   assumption of certain liabilities.

Debtors'
Local Counsel:    Charlene D. Davis, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395
                  E-mail: bankserve@bayardlaw.com

                         - and ?

                  Justin R. Alberto, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, DE 19899
                  Tel: (302) 429-4226
                  Fax: (302) 658-6395
                  E-mail: jalberto@bayardlaw.com

Debtors'
Counsel:          Robert E. Richards, Esq.
                  SNR DENTON US LLP
                  233 South Wacker Drive, Suite 7800
                  Chicago, IL 60606
                  Tel: (312) 876-8000
                  Fax: (312) 876-7934


                         - and ?


                  Scott E. Koerner, Esq.
                  David Pisciotta, Esq.
                  SNR DENTON US LLP
                  1221 Avenue of the Americas
                  New York, NY 10020-1089
                  Tel: (212) 786-6700
                  Fax: (212) 768-6800

Debtors'
Claims Agent:     LOGAN & CO. INC.
                  http://www.loganandco.com

Total Assets: $165.1 million as of March 31, 2012

Total Liabilities: $147.1 million as of March 31, 2012

The petitions were signed by Craig Yuen, chief financial officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Boeing Company                 Customer          Excess of $1M
100 Airport Way                    Agreement
MC S100-3340, Building 100
Berkeley, MO 63166

Quality Tools & Abrasives          Trade Debt             $206,226
358 Country Club Drive
Bensenville, IL 60106

Rexnord Industries Inc.            Trade Debt             $206,125
634 Glenn Avenue
Wheeling, IL 60090

Roller Bearing Corp.               Trade Debt             $200,892

Sey-Tec                            Trade Debt             $187,544

Haley Industries Ltd.              Trade Debt             $111,984

Hydralock                          Trade Debt             $107,812

Grant Thornton LP                  Professional Services  $102,620

Purolator Facet                    Trade Debt              $80,427

GE Aviation Systems                Trade Debt              $75,810

Safety-Kleen Corp.                 Trade Debt              $52,421

M.S. Aerospace Inc.                Trade Debt              $48,100

Canadian Metrology Certification   Trade Debt              $46,235

Wenzel America, Ltd.               Trade Debt              $43,845

Olympic Tool & Machine             Trade Debt              $32,032

Kapp Technologies L.P.             Trade Debt              $28,149

Marvin F. Poer & Company           Trade Debt              $25,439

Armil/CFS Inc.                     Trade Debt              $24,543

Metal Improvement Co.              Trade Debt              $21,656

Bley Engineering Inc.              Trade Debt              $21,174

Boeing Commercial Airplane Group   Trade Debt              $21,101

Xerox Corporation                  Trade Debt              $19,795

Magnetic Inspec Lab Inc.           Trade Debt              $15,798

Ikon Financial Services            Trade Debt              $15,009

Carter Logistics, LLC              Trade Debt              $12,226

IMEC                               Trade Debt              $12,200

Luna Defense Systems, Inc.         Trade Debt              $12,128

Duo Company, Inc.                  Trade Debt              $12,032

Pension Benefit Guaranty           Pension Liability  Undetermined
Corporation

Supplemental Employee Retirement   Pension Liability  Undetermined
Pension Plan (U.S.)


NOVASOLAR INC: Thin-Film Solar Manufacturer in Chapter 11
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
NovaSolar Inc., the thin-film solar manufacturer that was created
from the management and technology of failed solar firm OptiSolar,
filed for Chapter 11 bankruptcy.

The Chapter 11 case summary for NovaSolar, Inc. was in yesterday's
edition of the TCR.

NovaSolar, Inc., doing business as NovaSolar Technologies, Inc.,
fileda  Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-54528)
in San Jose on June 15, 2012.  Scott L. Goodsell, Esq., and
William J. Healy, Esq., at Campeau, Goodsell Smith, in San Jose,
serves as counsel.  The Debtor disclosed $6,005,000 in assets and
$14,042,355 in liabilities as of Chapter 11 filing.


OPPENHEIMER PARTNERS: Plan Confirmation Hearing on August 9
-----------------------------------------------------------
Judge Sarah Sharer Curley of the Bankruptcy Court for the District
of Arizona approved the third amended disclosure statement in
support of the reorganization plan of Oppenheimer Partners
Properties LLP dated March 21, 2012.

The hearing to consider confirmation of the Plan will be held on
Aug. 9, 2012 at 3:30 p.m.

The exit financing requirements under the plan will be fully
funded by the Debtor's cash on hand.  The Debtor anticipates
having $338,000 cash on hand by the Effective date.  Furthermore,
MidFirst Bank is holding $150,473.24 of the Debtor's money that
will be available to fund the Plan.  Prior to Plan Confirmation,
MidFirst Bank N.A., a secured creditor, will have an interest in
the cash on hand and the cash MidFirst is holding as Cash
Collateral for its loan.  After Plan Confirmation, MidFirst will
have a lien on property and rents in accordance with the documents
that secure its Note.

The Partners will fund their $50,000 contribution by waiving their
administrative expense claims owed to it by the Debtor for post-
petition work managing and operating the Debtor and for which they
have not been paid in full as a result of MidFirst's objection to
the use of Cash Collateral. The Partners may also fund their
contribution from loans from friends and family.

The remainder of the monies necessary for the Plan will be funded
entirely from monies obtained from the Debtor's post-confirmations
operations.

The management of the Debtor will remain with the Debtor, with
management fees totaling $100,000 for the first year.  Eric
Hamburger will remain the manager assisted by Karl Haytcher.  The
Partners, so long as they are working on behalf of the Debtor,
will be entitled to reduced rent on the Property.  Beginning one
year after the Effective Date, the Partners may be paid health,
car, and other benefits typically available to owners and
operators of a small business.  This amount is projected to be
$20,400 a year.  MidFirst contends that the Partners are not
entitled to a $100,000 per year management fee.

A copy of the Third Amended Disclosure Statement is available for
free at:

  http://bankrupt.com/misc/OPPENHEIMER_PARTNERS_ds_3amended.pdf

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

Oppenheimer said it anticipates filing a plan of reorganization
that will pay creditors the full amount of their allowed claims.


PHILADELPHIA ORCHESTRA: DIP Financing Access Extended to Dec. 31
----------------------------------------------------------------
Judge Eric L. Frank has extended The Philadelphia Orchestra's
authorization to access DIP financing from Sun Federal Credit
Union.  Specifically, the termination date of the DIP Financing
will be Dec. 31, 2012.

Since the DIP Order was entered, the Debtor has managed cash and
made use of availability under the DIP Facility to continue
operations and meet obligations in the ordinary course of
business.

As the Debtor continues negotiations with certain key
constituencies, the Debtor's timeline for filing a plan of
reorganization and ultimately emerging from bankruptcy has been in
flux.  Nevertheless, the Debtor requires continued access to DIP
financing to ensure sufficient liquidity through the plan
confirmation process.  Recognizing this reality, the Debtor and
the DIP Lender have agreed to the Extended Termination Date to
provide the Debtor with ample time to complete the bankruptcy
process and adequate access to financing.

The Debtor has determined and continues to believe that the DIP
Facility offered by the DIP Lender provides terms most favorable
to the Debtor and its estate.

As reported in the Troubled Company Reporter on Oct. 24, 2011, the
material provisions of the DIP credit agreement includes, among
other things:

Borrower:                   The Philadelphia Orchestra Association

DIP Lender:                 Sun Federal Credit Union

DIP Facility Amount:        The total loan of $3,100,000 to be
                            made as loans on the Facility
                            Effective Date and will be structured
                            as two separate advances; one for
                            $2,000,000 and another for $1,100,000.

Interest Rates:             The Loan will bear interest on the
                            unpaid principal amount thereof from
                            the date made until repaid and the
                            interest rate will be 7-1/4% on the
                            outstanding balances of the Loan owing
                            to DIP Lender at the close of business
                            for each day during each calendar
                            month.

Post-Default Interest:      Upon the occurrence and during the
                            continuance of an Event of Default,
                            all obligations will bear interest at
                            the rate of 9-1/4% per annum until
                            paid.

Administrative Fee:         The Debtor will pay to DIP Lender on
                            the Closing Date, for its sole
                            account, an administrative fee in the
                            amount of $15,500 in total for the
                            Loans.

Repayment of Loan:          The Debtor agrees to repay in full all
                            outstanding principal amounts of the
                            Loan, and the Commitment will
                            automatically terminate and be
                            permanently reduced to zero, on the
                            Termination Date, which is the
                            earliest of, among other things: (a)
                            April 16, 2012; (b) if a plan of
                            reorganization has been confirmed by
                            order of the Bankruptcy Court.

Carve-Outs:                 The claims granted to the DIP Lender,
                            the postpetition liens and any claims,
                            security interests or liens ranking
                            pari passu with or junior in priority
                            to such claims of the DIP Lender will
                            be subject to payment of the Carve-
                            Outs.

                Philadelphia Orchestra's Exit Plan

The Philadelphia Orchestra Association and the Academy of Music of
Philadelphia Inc. filed a disclosure statement in support of their
joint plan of reorganization dated May 23, 2012.

The Plan contemplates the reorganization of the Debtors and the
resolution of all outstanding Claims against, and Interests in,
the Debtors.  All Claims will be satisfied by cash payments to be
issued by the Debtors.  Because Philadelphia Orchestra is a non-
profit corporation, there are no Interests in it to be cancelled.
Philadelphia Orchestra's ownership interest in Academy of Music,
which is a non-profit stock-issuing corporation, and the
membership interests of the Boards in the Debtors, will be
retained.

Philadelphia Orchestra has agreed to pay $5.49 million to
creditors.  Of that total, $4.25 million will be paid on or before
the Plan effective date.

The classification and treatment of claims under the plan are:

     A. Class 1 (Secured Claims) will receive (a) Cash equal to
        the amount of the Allowed Secured Claim on or as soon as
        practicable after the later of (i) the Effective Date,
        (ii) the date that the Secured Claim becomes Allowed, and
        (iii) a date agreed to by the applicable Debtor and the
        Holder of the Class 1 Secured Claim; (b) Reinstatement of
        the Allowed Secured Claim; (c) the Property securing the
        Secured Claim; or (d) other treatment on such other terms
        and conditions as may be agreed upon in writing by the
        Holder of Claim and the Debtor.

     B. Class 2 (Priority Claims) will receive (a) the amount of
        unpaid Allowed Claim in Cash on or as soon as reasonably
        practicable after the later of (i) the Effective Date,
        (ii) the date on which such Class 2 Claim becomes Allowed,
        and (iii) a date agreed to by the applicable Debtor and
        the Holder of the Class 2 Priority Claim; or (b) other
        treatment on other terms and conditions as may be agreed
        upon in writing by the Holder of the Claim and the
        applicable Debtor.

     C. Class 3 (ESI, PNPP and Peter Nero Claims against POA) will
        receive payment in accordance with the terms of the ESI
        Settlement.  All contracts and other agreements between
        ESI, PNPP, Finger Prince, Inc. and/or Peter Nero, on the
        one hand, and POA, on the other, are terminated pursuant
        to the Plan and replaced with the ESI Settlement.

     D. Class 4 (KCI Claims) will be paid as set forth in the KCI
        Settlement in full satisfaction of these Claims.  Upon the
        Effective Date, the KCI Lease will be assumed as modified
        by the KCI Settlement.

     E. Class 5 (AFM-EPF Claims) will be paid in accordance with
        the AFM-EPF Settlement, such that upon the Effective Date,
        AFM-EPF will receive $1,750,000 in full satisfaction of
        such Claims.  All AFM-EPF Claims asserted in these Chapter
        11 Cases will be fully resolved upon the Effective Date
        upon the payment of the amount of the AFM-EPF Settlement.

     F. Class 6 (PBGC Claims and Termination Premiums) POA will
        pay to PBGC the sum of $1,317,387.  Upon the Effective
        Date, POA will pay to PBGC a payment of $124,887 in full
        satisfaction of the PBGC Claims.  In addition, POA will
        pay Termination Premiums to PBGC in an amount totaling
        $1,192,500 to be paid in three payments: the initial
        payment of $397,500 will be paid upon the Effective Date;
        the second payment of $397,500 will be paid not later than
        12 months following the Effective Date; and the final
        payment of $397,500 will be paid not later than 24 months
        from the Effective Date.

     G. Class 7A (General Unsecured Claims Against POA) will
        receive an amount of Distributable Cash equal to 50% of
        the aggregate amount in U.S. dollars of the Holder's Class
        7A Allowed General Unsecured Claim, without payment of
        interest.

     H. Class 7B (General Unsecured Claims Against AOM) will
        receive an amount of Distributable Cash equal to 100% of
        the aggregate amount in U.S. dollars of such Holder's
        Class 7B Allowed General Unsecured Claim, without payment
        of interest.

     I. Class 8 (Convenience Class Claims Against POA) will
        receive an amount of Distributable Cash equal to the
        lesser of the value of the Allowed Claim or $1,000,
        without payment of interest, upon the Effective Date.

     J. Class 9 (SpectiCast Claims) will be deemed rejected and
        terminated pursuant to the Plan.  All SpectiCast Claims
        are Disputed.  If any, Allowed SpectiCast Claims will
        receive, in full satisfaction, settlement, release,
        extinguishment and discharge of the Claims, treatment in
        accordance with Class 7A of this Plan.

     K. Class 10 (Interests) will retain its Interest and receive
        no Property or other distribution of value on account of
        its Interest.

There's a June 28 hearing to consider confirmation of the Plan.

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

                 About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PRESIDENTIAL REALTY: Unit Borrows $500,000 from Country Bank
------------------------------------------------------------
Palmer-Mapletree LLC, of which Presidential Realty Corporation, is
the sole member, closed on a Loan Agreement dated June 8, 2012,
with Country Bank for Savings.  The Loan Agreement provides to the
Borrower a $500,000 commercial mortgage evidenced by a Commercial
Note issued by the Borrower in favor of the Lender and a
commercial revolving demand line of credit in an amount not to
exceed $500,000 evidenced by a Demand Revolving Line of Credit
Note issued by the Borrower in favor of the Lender.

The Commercial Note provides for an interest rate of 5% per annum
for an initial period of 5 years from the Closing Date.
Thereafter, the interest rate will be adjusted during each one
month period, or any portion thereof, equal to the Lender's Prime
Rate plus 1% with a floor of 5% per annum.  During the Initial
Period, principal and interest of the Commercial Note will be
payable monthly in the amount of $3,973.24, and thereafter, in
such amounts necessary to fully amortize the then unpaid principal
existing at the expiration of the Initial Period and each
Adjustment Period at the then applicable rate of interest and
based upon an amortization period of 15 years from the Closing
Date.  Any remaining unpaid principal and accrued interest will be
due and payable on June 8, 2027.  If any payment due under the
Commercial Note is more than fifteen days overdue, a late charge
of 5% of the overdue payment shall be immediately due and payable
to the Lender.  The Borrower may prepay the Commercial Note at any
time, subject to a prepayment premium of 5% of the outstanding
principal balance if the prepayment occurs during the first year
of the Commercial Note, 4% if the prepayment occurs during the
second year, 3% if the prepayment occurs during the third year, 2%
if the prepayment occurs during the fourth year and 1% if the
prepayment occurs during the fifth year.  Upon an event of
default, the outstanding principal of the Commercial Note will
bear interest at a rate equal to the lesser of (a) the highest
interest rate permitted by applicable law or (b) 5% per annum
above the interest rate then in effect at the time of the default.

The Borrower's obligations under the Notes are secured by the
Borrower's land, with all buildings and improvements now or
hereafter thereon, located at 20 Wilbraham Street, Palmer, Hampden
County, Massachusetts pursuant to a Mortgage and Security
Agreement.

A copy of the Loan Agreement is available for free at:

                       http://is.gd/YMPAys

                    About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, 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 working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.

The Company's balance sheet at March 31, 2012, showed $16.13
million in total assets, $17.70 million in total liabilities and a
$1.57 million total stockholders' deficit.


PRINCE SPORTS: Creditors Object to Brand Deal, Chapter 11 Plan
--------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that creditors
say tennis-racket maker Prince Sports Inc. is cutting too many
corners as it heads toward a bankruptcy deal with Authentic Brands
Group LLC.

In May, Prince Sports said that it reached an agreement to license
its iconic brands to Battle Sports Science LLC in a deal that will
return at least $15 million to the ailing tennis equipment
supplier and keep it in the game for the upcoming season.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consultin, Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel. Epiq Bankruptcy Solutions LLC is the
claims and notice agent.


QUANTUM CORP: Incurs $8.8 Million Net Loss in Fiscal 2012
---------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.81 million on $652.37 million of total revenue for the fiscal
year ended March 31, 2012, compared with net income of $4.54
million on $672.27 million of total revenue during the prior year.

The Company's balance sheet at March 31, 2012, showed
$395.34 million in total assets, $442.02 million in total
liabilities, and a $46.68 million stockholders' deficit.

A copy of the Form 10-K is available for free at:

                       http://is.gd/O9wPOX

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.


REAL MEX: Taps Deloitte FAS to Continue CRG Partners' Work
----------------------------------------------------------
Real Mex Restaurants, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Deloitte
Financial Advisory Services LLP.

The Debtors relate that Deloitte FAS acquired substantially all
assets of CRG Partners Group LLC, which the Debtors previously had
retained for consulting services, including provision of a chief
restructuring officer.  The Debtors now seek to employ Deloitte
FAS, as the acquirer of the CRG Engagement Letter, in order to
continue receiving, without interruption, the consulting services
that CRG previously provided.

As reported in the Troubled Company Reporter on March 14, 2012,
the Hon. Brendan L. Shannon authorized the Debtors to employ CRG
Partners; and appoint Gene R. Baldwin as chief restructuring
officer.  Pursuant to the engagement agreement, the parties agreed
that:

   1. CRG will, among other things assist the Debtors (i) in
      implementing the sale to RM Opco LLC; and (ii) with respect
      to certain operational and business plan issues for the
      going forward business being sold to purchaser;

   2. All of CRG's fees and expenses will be paid directly by the
      purchaser;

   3. CRO will be covered as an officer under the Debtor's
      existing director and officer liability insurance; and

   4. The purchaser, not the Debtor, will provide CRG with an
      indemnity.

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

A hearing on July 17, 2012, at 4 p.m. (prevailing Eastern Time)
has been set. Objections, if any, are due June 26.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.




RG STEEL: Asset 'Fire Sale' Only Benefits Owners, Creditors Say
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that RG Steel LLC's
unsecured creditors accused the Company on Monday of rushing to
sell its assets for the benefit of owners Renco Group Inc. and
Cerberus Capital Management LP.

The official committee of unsecured creditors said the company's
proposed bid procedures and debtor-in-possession financing package
together dictate a "fire sale," to be completed in less than two
months, that will chill bidding and likely put the assets back in
the hands of Renco and Cerberus through a credit bid, according to
Bankruptcy Law360.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.


RLD INC: Creditor Exchange Bank Wants Plan Confirmation Denied
--------------------------------------------------------------
Exchange Bank, a California banking corporation, asks the U.S.
Bankruptcy Court Northern District of California to deny the
confirmation of RLD, Inc.'s Chapter 11 Plan of Reorganization.

Exchange Bank holds secured and unsecured claims in the Debtor's
case.  Exchange Bank holds a promissory note dated May 29, 2007
with an original principal amount of $10,500,000.  The Promissory
Note is secured by a first priority Deed of Trust on the real
property located at 4754 Old Redwood Highway, Santa Rosa,
California, dated May 28, 2007.  The property is a multi-tenant
shopping center.

According to Exchange Bank, among other things:

   -- the Plan fails to satisfy Section 1129(a)(8) and its
      requirement that each class either accept the plan or be
      unimpaired;

   -- the Plan proposes in Class 11 to fix the interest rate at
      3.125% through the Promissory Note's extended maturity date
      of Sept. 1, 2020.  The interest rate is calculated by adding
      2.100% to the monthly average yields on United States
      Treasury Securities adjusted to a constant maturity of five
      years, as published by the Federal Reserve Bank as of May 1,
      2012.

                             The Plan

On May 16, 2012, the Court approved the Disclosure Statement
explaining the Debtor's Plan dated April 6, 2012.

The Court ordered that the deadline for the Debtor to confirm a
Plan is extended until June 30, 2012.

Under the Plan, holders of secured claims will be paid in full,
or, otherwise, will retain the real property collateral in full
satisfaction of said allowed claim.  Unsecured claims will be paid
the aggregate sum of $150,000, in monthly installments of $3,000,
distributed on a prorata basis to the holders on a quarterly
basis, with the balance paid in full within one year of the
revesting of the Lorraine E. Ring bankruptcy estate's property in
Lorraine E. Ring.

Holders of allowed Class 18 Interests will retain the interests
subject to the terms of the Plan.  Such holders will execute
any documents reasonably required to implement the Plan and will
take no action inconsistent with the terms of the Plan.

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

                           About RLD Inc.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson serves as the Debtor's counsel.  The Debtor
disclosed $10,824,405 in assets and $19,304,145 in liabilities as
of the Petition Date.


RTW PROPERTIES: Federal Income Tax Lien Dispute Cues Bankruptcy
---------------------------------------------------------------
Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

The Debtor on the petition date filed applications to hire Langley
& Banack, Inc. as attorneys and William O. Grimsinger and
Chamberlain Hrdlicka as special counsel to prosecute an adversary
complaint in connection with the tax lien.

At the first-day hearing held on June 18, Judge Richard S. Schmidt
approved the hiring of professionals, as well as the assumption of
a tank farm lease.  The judge also granted interim orders allowing
the Debtor access of cash collateral and prohibiting utilities
from discontinuing service.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.



RTW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RTW Properties, LP
        9998 Doerr Lane
        Schertz, TX 78154

Bankruptcy Case No.: 12-20319

Chapter 11 Petition Date: June 18, 2012

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

Judge: Richard S. Schmidt

About the Debtor: RTW Properties owns a petroleum-storage facility
                  in the Port of Brownville, Texas.  The facility
                  includes tanks with storage capacity of 230,000
                  barrels.  The Debtor also owns a tract of land
                  in Schertz, Texas.

Debtor's Counsel: Roderick Glen Ayers, Jr., Esq.
                  LANGLEY BANACK, INC.
                  745 E. Mulberry, Suite 900
                  San Antonio, TX 78212-3166
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: gayers@langleybanack.com

Debtor's
Special Counsel:  William O. Grimsinger, Esq.
                  CHAMBERLAIN HRDLICKA

Scheduled Assets: $20,551,714

Scheduled Liabilities: $63,550,000

The petition was signed by William A. Mallory, managing member, R.
Hold., LLC, general partner.

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Commercial Billing Service         Goods and Services           $0
P.O. Box 2201
Decatur, AL 35609-2201

Colorado Railroad Builders         Goods and Services           $0
P.O. Box 3086
Brownsville, TX 78523-3086

Coby Belew                         Goods and Services           $0
Cobyco Inc.
1406 Oriental Avenue
Arlington, TX 76011

Cintas Corporation Loc 538         Goods and Services           $0

Chemical Response &                Goods and Services           $0
Remediation Contr.

Carlton Industries, Inc.           Goods and Services           $0

Brownsville Public Utilities       Goods and Services           $0
Board

Brownsville GMS, Ltd.              Goods and Services           $0

Brownsville Chamber Commerce       Goods and Services           $0

BRG Railroad                       Goods and Services           $0

Boydston Company                   Goods and Services           $0

Balch Machine Co., Inc.            Goods and Services           $0

Back-Up Solutions                  Goods and Services           $0

August Mack Environmental          Goods and Services           $0

AT&T Mgmt. Serv.                   Goods and Services           $0

AT&T                               Goods and Services           $0

Anselmo Arrendondo, Jr.            Goods and Services           $0

Analytical Scientific, Ltd.        Goods and Services           $0

Airgas Southwest Inc.              Goods and Services           $0

802 Motor Sports                   Goods and Services           $0


SAAB CARS: Rejects CLS Logistics Services Agreement for Parts Sale
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation authorizing SAAB Cars North America, Inc., to reject
Logistics Services Agreement with Caterpillar Logistics Services
LLC nunc pro tunc May 31, 2012.

The stipulation entered among the Debtor, the Official Committee
of Unsecured Creditors and CLS dated June 1, 2012, delineate,
inter alia, the agreement of the parties regarding the rejection
of that certain Amended and Restated Logistics Agreement, dated
Aug. 1, 2000, as amended.

The Debtor related that the approval of the stipulation is a
condition of the pending sale of the parts inventory to North
American Distribution Services, Inc.

As reported in the Troubled Company Reporter on June 8, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Saab Cars North America Inc. was authorized by the
bankruptcy court in Delaware to sell the parts inventory for about
$2.7 million to an affiliate of the parent.  There were no
competing bids, so the auction was canceled.  The Swedish parent
is setting up a subsidiary to take over the distribution of
parts in the U.S.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAAB CARS: Taps PricewaterhouseCoopers LLP as Tax Accountants
-------------------------------------------------------------
SAAB Cars North America, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ
PricewaterhouseCoopers LLP, as tax accountants.

PwC will provide tax accounting and compliance services, subject
to approval of the application:

   -- preparation of U.S. Corporation Income Tax Return, Form
      1120, for Debtors for the tax year beginning Jan. 1, 2011,
      through Dec. 31, 2011, and any schedules or statements
      required thereunder;

   -- preparation of required state corporate income tax returns
      for the tax year beginning Jan. 1, 2011, through Dec. 31,
      2011, and any schedules or statements required thereunder;
      and

   -- completion of Schedule UTP, if applicable.

PwC may also provide additional services not specifically set
forth in the Engagement Letter, including providing advice or
assistance with respect to matters involving the Internal Revenue
Service or other tax authorities on an as-needed or as-requested
basis.

To the best of the Debtor's knowledge, PwC has no connection with,
and holds no interest adverse to, the Debtor or its estate in the
matters on which PwC is proposed to be engaged, except that (i)
prior to the commencement of the case, PwC rendered prepetition
services to the Debtor, (ii) PwC was paid $16,929 in fees in the
90-day period prior to the Commencement Date, and (iii) PwC has
rendered services, and may continue to render services, to certain
of the Debtor's creditors or other parties-in-interest in matters
wholly unrelated to the chapter 11 cases.  Further, as of the
Commencement Date, PwC was owed $59,229 by the Debtor for fees for
services rendered.  However, PwC waives any and all entitlement to
make a prepetition claim against the Debtor with respect to any
fees.

The hourly rates of PwC's personnel are:

         Partner                   $540
         Director                  $342
         Manager                   $266
         Senior Associate          $202
         Associate                 $135
         Administrative             $81

Subject to the Engagement Letter, PwC estimates that the fee range
for the preparation and filing of the 2011 federal return will be
$49,500 and the fee range for the preparation and filing of 35
2011 state returns will be $90,000.

The Debtor set a hearing for July 10, 2012, at 11 a.m.
Objections, if any, are due June 28, at 4 p.m.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SADLER CLINIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sadler Clinic, PLLC
        690 South Loop 336 West
        Conroe, TX 77304

Bankruptcy Case No.: 12-34546

Affiliate that filed separate Chapter 11 petition:



        Entity                              Case No.
        ------                              --------
Montgomery County Management Company, LLC   12-34547

Chapter 11 Petition Date: June 15, 2012

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

Judge: Karen K. Brown

About the Debtors: The Debtors operate a multi specialty physician
                   clinic known as Sadler Clinic.  Sadler Clinic
                   was founded in 1958 by Dr. Deane Sadler, Dr.
                   Irving Watson and Dr. Walter Wilkerson.  Sadler
                   Clinic grew steadily through the years. At its
                   peak in 2010, Sadler Clinic had 13 locations,
                   over 100 providers, and a staff of more than
                   600 healthcare professionals. In 2010, the
                   Debtors' annual revenue exceeded $250,000,000.

                   The Debtors prepared a restructuring plan but
                   was unable to obtain support of a plan from
                   Hospital Corporation of America. The Debtors
                   are now preparing for an orderly liquidation.

Debtors' Counsel: Jason M. Rudd, Esq.
                  DIAMOND MCCARTHY, L.L.P.
                  909 Fannin, Suite 1500
                  Houston, TX 77010
                  Tel: (713) 333-5100
                  E-mail: jrudd@diamondmccarthy.com

                         - and ?

                  Kyung Shik Lee, Esq.
                  DIAMOND MCCARTHY, L.L.P.
                  909 Fannin, Suite 1500
                  Houston, TX 77010
                  Tel: (713) 333-5125
                  Fax: (713) 333-5195
                  E-mail: klee@diamondmccarthy.com

Montgomery County Management's
Estimated Assets: $10,000,001 to $50,000,000

Montgomery County Management's
Estimated Debts: $10,000,001 to $50,000,000

Sadler Clinic's
Estimated Assets: $1,000,001 to $10,000,000

Sadler Clinic's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by John T. Young, Jr., chief
restructuring officer.

Debtors' Consolidated List of Their 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
LSAC Woodlands, LP                 --                     $355,653
100 West 33rd Street
New York, NY 10001

The Doctors Company                --                     $355,381
811 Barton Springs Road, #800
Austin, TX 78704

Strasburger & Price, LLP           --                     $323,817
P.O. Box 50100
Dallas, TX 75250-9989

LabCorp of America Holdings        --                     $268,056
P.O. Box 2270
Burlington, NC 27216-2270

HR Acquisitions of San Antonio,    --                     $196,207
Ltd.

SNH Medical Office Properties Trust--                     $189,381

OCS, Inc.                          --                     $183,133

336 at South Medical, Ltd.         --                     $179,333

Triad Isotopes, Inc.               --                     $153,959

Optuminsight                       --                     $153,270

Sanofi Pasteur, Inc.               --                     $136,169

Resmed                             --                     $126,290

Physician Sales & Service, Inc.    --                     $116,651

Baylor Pathology                   --                     $106,243

Advanced Medical Physics, Inc.     --                     $100,000

Siemens Medical Solutions USA, Inc.--                      $91,669

Johnson & Johnson                  --                      $89,849

Iron Mountain Secure Shredding     --                      $83,790

Consolidated Communications        --                      $78,709

MCHD                               --                      $76,523


SAGE PHYSICIAN: Bankruptcy Stays Ergen Revocable Trust's Suit
-------------------------------------------------------------
CANTEY M. ERGEN, in her official capacity as trustee of The Cantey
M. Ergen Revocable Trust, U/A, Plaintiff, v. SAGE PHYSICIAN
PARTNERS, INC., d/b/a AMERICAN PHYSICIAN HOUSECALLS, a Texas
corporation, D. YALE SAGE, individually, and KIRK R. SHORT,
individually, Defendants, Civil Action No. 11-cv-03164-CMA-CBS (D.
Colo.), is stayed and administratively closed in view of Sage
Physician Partners' Chapter 11 bankruptcy filing, pursuant to
District Judge Christine M. Arguello's June 14, 2012 Order
available at http://is.gd/JFjRz4from Leagle.com.

Plano, Texas-based Sage Physician Partners, Inc., dba American
Physician Housecalls, filed for Chapter 11 bankruptcy (Bankr. E.D.
Tex. Case No. 12-41314) on May 14, 2012.  Larry A. Levick, Esq.,
and Michelle E. Shriro, Esq., at Singer & Levick, P.C., serve as
the Debtor's counsel.  In its petition, the Debtor estimated under
$50,000 in assets and $10 million to $50 million in debts.  The
petition was signed by Christopher L. McAdam, president.


SAND TECHNOLOGY: Cuts 18 Positions to Reduce Costs
--------------------------------------------------
SAND Technology Inc. has reduced its workforce eliminating 18
positions in Canada, the United Kingdom, the U.S. and Germany in
an effort to contain costs.

"This initiative allows us to further preserve capital while
maintaining a core team to support our ongoing business, as we
continue to progress in our strategic review process," said Thomas
M. O'Donnell, Chief Executive Officer of SAND Technology Inc.
"The strategic review remains our top priority."

The Corporation also announced that its current Chief Financial
Officer left the Corporation effective June 4, 2012.

As previously announced, the Corporation's board of directors and
management team initiated a review of the business, including
consideration of all available strategic options, with the
objective of maximizing value for shareholders.  There can be no
assurance, however, that the strategic review will result in any
specific transaction.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.

SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89
million in total assets, C$3.11 million in total liabilities and
C$2.78 million shareholders' equity.


SEARCHMEDIA HOLDINGS: Fails to Comply With NYSE Equity Standards
----------------------------------------------------------------
SearchMedia Holdings Limited (nyse mkt:IDI) (nyse mkt:IDI.WS), one
of China's leading nationwide multi-platform media companies,
disclosed receipt of a notice from NYSE MKT LLC dated June 13,
2012, extending the period from May 21, 2012 to January 15, 2013,
which the Company must meet the Exchange's financial impairment
standard. The Company's requirement to meet the minimum
stockholders' equity standards remained unchanged at January 15,
2013.

On July 15, 2011, the Exchange originally notified the Company
that it was not in compliance with (1) Section 1003(a)(i) of the
NYSE MKT 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.

Based on the information provided by the Company to the Exchange,
the Exchange in a letter dated June 13, 2012, notified the Company
that it had made significant progress towards regaining compliance
with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv) of the
Company Guide and that the Company must demonstrate it had
regained compliance by January 15, 2013.

In addition, NYSE MKT issued a new deficiency notification to the
Company because it was not in compliance with Section 1003(a)(iii)
of the Exchange's Company Guide for reporting stockholders' equity
of less than $6,000,000 as of December 31, 2011 and losses from
continuing operations and net losses in its five most recent
fiscal years ended December 31, 2011, and that its listing is
being continued pursuant to additional extension of time to regain
compliance by January 15, 2013.

The Company is also required to provide the Exchange with updates
in conjunction with the initiatives of the Company's compliance
plan as appropriate or upon request.

                         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.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern following the 2010 financial results.  The independent
auditors noted that the Company has suffered recurring net losses
from operations and has a working capital deficiency.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $50.45
million in total assets, $63.90 million in total liabilities and a
$13.45 million total shareholders' deficit.


SEQUOIA PARTNERS: Hires CBRE as Real Estate Appraiser
-----------------------------------------------------
Sequoia Partners, LLC, sought and obtained permission from the
Bankruptcy Court to employ CBRE, Inc., to prepare an appraisal of
the Debtor's real property and provide testimony in connection
with any appraisals presented.

The Debtor has agreed to compensate CBRE on the basis of $30,000
fee for all fees and expenses through delivery of the final
valuation report.  In the event that CBRE is asked to deliver
expert testimony after delivery of the final valuation report,
CBRE's services for trial preparation and testimony will be billed
on an hourly basis.  Fees for preparation for and time spent in
meetings, depositions and court testimony will be billed at $400
per hour for appraisers with the MAI designation, and $300 per
hour for non-MAI Senior Appraisers.

CBRE does not hold or represent any interests adverse to the
interests of the estate or of the Debtor.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  CPM Real Estate Services,
Inc., serves as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


SMF ENERGY: Has Final Authority to Use Cash Collateral
------------------------------------------------------
SMF Energy Corporation and its debtor-affiliates sought and
obtained final authority from the Bankruptcy Court to use cash
collateral to fund their operations while in Chapter 11, and to
provide adequate protection to Wells Fargo Bank, National
Association.

Wells Fargo, the Debtors' prepetition lender, contends that the
Debtors owed the bank as of the Petition Date, for revolving
credit loans in the approximate principal amount of $6,695,581;
for term loans in the approximate principal amount of $3,283,511;
for fees, expenses, and other charges associated with depository
accounts and other banking products and services; in the
approximate amount of $900,000 for reimbursement obligations
arising out of two unexpired letters of credit; and in the amount
of $125,000 for an early termination fee. The debt is secured by
the Debtors' assets.

As adequate protection for any diminution in the value of Wells
Fargo's interest resulting from the use of Cash Collateral, the
lender is granted replacement liens on the Debtors' assets.  The
Replacement Collateral, however, does not include (i) property of
the Debtors that existed on the Petition Date and was not subject
to any lien or security interest as of the Petition Date, or (ii)
any claims or causes of action of any Debtor under Chapter 5 of
the Bankruptcy Code.  The adequate protection liens will also be
subordinate to any fees payable to the Clerk of the Court and the
United States Trustee.

The Debtors have sought to sell their assets to Sun Coast
Resources Inc., subject to higher and better offers.  Sun Coast, a
Houston-based fuel delivery company, has offered $9 million plus a
price for inventory, to be determined three days before the sale,
based on an inventory count.  Sun Coast's bid consists of $5
million for the assets not in Texas; and $4 million for the Texas-
based assets.  A May 25 auction was scheduled in the case.

The Final Cash Collateral Order provides that no later than one
business day after the date of closing of any sale of assets to
Sun Coast Resources, Inc., the Debtors will distribute and
transfer to the Lender in immediately available funds Cash
Collateral in an amount equal to the known outstanding liquidated,
non-contingent Pre-Petition Debt.

The Order also provides any interested party having standing to do
so to may commence an appropriate adversary proceeding or
contested matter objecting to the validity or amount of the Pre-
Petition Debt, or the validity, extent, perfection, priority or
non-avoidability of the Pre-Petition Liens in the Pre-Petition
Collateral or seeking disgorgement of all or part of the payment
of the Pre-Petition Debt, which adversary proceeding or contested
matter must be filed no later than June 29, 2012, provided that
such deadline may be extended by the Court for good cause shown or
with the written consent of the Lender.

The Order also provides that (a) during the Cash Collateral Period
and for so long as the Debtors are authorized to use Cash
Collateral, (i) prior to the Distribution occurring, the Debtors
may use Cash Collateral up to the amounts shown in the Budget to
pay compensation and reimburse expenses of professionals
(including attorneys, financial advisors, accountants and
consultants) retained by the Debtors in an amount up to $575,000
in the aggregate during the Cash Collateral Period or the
Committee in an amount up to $75,000 in the aggregate during the
Cash Collateral Period, which amounts have been deposited in an
escrow account maintained by counsel for the Debtors for payment
of allowed fees and expenses of Professionals, and (ii) after the
Distribution occurs, use of Cash Collateral to pay Professional
Expenses will not be subject to any budget or monetary cap but
will instead be limited only by the other terms and conditions of
the Order and the Lender's right to object to allowance and
payment of Professional Expenses.

Notwithstanding the lien of the Lender on the funds in the
Professional Expense Escrow, all funds deposited in the
Professional Expense Escrow will be available and may be used
solely for the payment of Professionals upon approval thereof by
the Court, whether before or after the expiration or termination
of the use of Cash Collateral, provided that such fees and
expenses will relate to the period prior to such expiration or
termination.  The Lender will have a first priority lien on all
funds in the Professional Expense Escrow and any amounts not
payable to any Professionals will be returned to Lender for
application to the Pre-Petition Debt.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.

Soneet Kapila of Kapila & Company, who was appointed by the
Company as its Chief Restructuring Officer on March 22, 2012,
signed the petition.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMI NEW HOME: Kentucky Appeals Court Affirms Sale Order
-------------------------------------------------------
The Court of Appeals of Kentucky affirmed an In Rem Judgment and
Order of Sale entered by the Boone Circuit Court on Jan. 5, 2011,
in a foreclosure action filed by First Place Bank.  The Boone
Circuit Court directed the sale of two lots to satisfy First Place
Bank's mortgages.  Mark Wheatley, both in his individual capacity
and as a member of SMI New Home Solutions LLC, executed two
mortgages against the lots to secure two balloon notes in favor of
First Place Bank, each of which was for the principal amount of
$30,400 with interest thereon at the rate of 10.25%.  Title to
both lots was vested solely in SMI.  Nu-Way Drywall Company Inc.
took an appeal from the In Rem Judgment and Order of Sale, arguing
that the circuit court erroneously determined that mortgages held
by First Place Bank had first priority in foreclosure over a
judgment lien held by Nu-Way.

The case is NU-WAY DRYWALL COMPANY, INC., APPELLANT, v. FIRST
PLACE BANK; MARK WHEATLEY; UNKNOWN SPOUSE OF MARK WHEATLEY; SMI
NEW HOME SOLUTIONS, LLC; VALERIE SUSAN WHEATLEY; CITY OF FLORENCE;
BOONE READY-MIX, INC.; AND COUNTY OF BOONE, KENTUCKY, APPELLEES,
No. 2011-CA-000242-MR (Ky. App. Ct.).  A copy of the June 15, 2012
Opinion by the Court of Appeals of Kentucky is available at
http://is.gd/6fLSgrfrom Leagle.com.

Union, Kentucky-based homebuilder SMI New Home Solutions LLC --
http://www.sminewhomesolutions.com/-- filed for Chapter 11
bankruptcy (Bankr. E.D Ky. Case No. 08-20895) on May 5, 2008.
Stuart P. Brown, Esq. -- sbrown@ortlaw.com -- at O'Hara Ruberg
Taylor Sloan & Sergen, served as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.


SOUTH SIDE HOUSE: Postpetition Rent Belongs to Estate
-----------------------------------------------------
Bankruptcy Judge Elizabeth S. Stong ruled that the postpetition
rental income generated by South Side House LLC's property is
property of the Chapter 11 estate and constitutes U.S. Bank,
N.A.'s cash collateral.  The Court also held that the Debtor's
monthly payments to the Lender should be applied first to the
unsecured portion of the Lender's claim until it is reduced to
zero, and then to post-petition interest, fees, costs, and charges
allowed under 11 U.S.C. Section 506(b).  To the extent that the
payments exceed the allowed postpetition interest, they should
then be applied to principal.  The extent of the interest, fees,
costs, and charges that are due to the Lender under Section 506(b)
remain to be determined by the Court on an appropriate record.

U.S. Bank is the Debtor's largest creditor and holds a commercial
mortgage loan made to the Debtor in the principal amount of $29
million.

Starting in June 2009, and each month thereafter, the Debtor made
monthly payments of approximately $151,000 to the Lender from the
rents, and also made a payment of $250,000 in May 2011.  As of
Dec. 31, 2011, the net payments, after subtracting amounts applied
to real estate taxes, exceed $4.6 million.

A copy of the Court's June 15, 2012 Memorandum Decision is
available at http://is.gd/3qDoMbfrom Leagle.com.

South Side House LLC owns and operates a mixed-use building with
74 residential units and two commercial units in Williamsburg,
Brooklyn.  The Company filed for Chapter 11 (Bankr. E.D.N.Y. Case
No. 09-43576) on April 30, 2009.  Leo Fox, Esq., represents the
Debtor in its restructuring efforts.  The Debtor's assets and
debts both range from $10 million to $50 million.


SOUTHERN PRODUCTS: Incurs $1.5 Million Net Loss in Fiscal 2012
--------------------------------------------------------------
Southern Products, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.47 million on $7.14 million of revenue for the
year ended Feb. 29, 2012, compared with a net loss of $47,966 on
$0 of revenue for the year ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $2.08 million
in total assets, $3.58 million in total liabilities and a $1.50
million total shareholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 29, 2012, citing negative
working capital and losses from operations which factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-K is available for free at:

                         http://is.gd/N5cMT7

                        About Southern Products

City of Industry, Calif.-based Southern Products, Inc., is in the
business of designing, assembling and marketing consumer
electronics products, primarily flat screen high-definition
televisions using LCD and LED technologies.  Through Nov. 30,
2011, the Company has six LCD and LED widescreen televisions on
the market.


SOUTHERN UNION: Fitch Says New Holding Company Favors ETP
---------------------------------------------------------
The planned formation of a new holding company that would own both
Southern Union Company [SUG: Issuer Default Rating (IDR) 'BBB-' by
Fitch] and Sunoco, Inc. (SUN: IDR 'BB+') has favorable credit
implications for Energy Transfer Partners, L.P. (ETP: IDR 'BBB-';
Outlook Negative), according to Fitch Ratings.

Concurrent with the contemplated SUN/ETP merger, Energy Transfer
Equity, L.P. (ETE: IDR 'BB-') will contribute its interest in SUG
into a new ETP-controlled entity (ETP HoldCo) in exchange for a
60% equity interest in ETP HoldCo.  At the same time, ETP will
contribute its interest in SUN to ETP HoldCo and retain a 40%
interest in ETP HoldCo.  Prior to the contribution of SUN into ETP
HoldCo, SUN's general partner and limited partner interests in
Sunoco Logistics Partners L.P. (SXL: IDR 'BBB') will be
transferred to ETP.

The new structure simplifies ETP's organizational structure and
diversifies and increases the scale of its operations.
Importantly it is an efficient way to drop down SUG assets to ETP,
resolving uncertainties about future SUG dropdowns and eliminating
transactional and capital market risks.  The transaction is
expected to be completed by the fourth quarter of 2012.

In addition to any operational benefits, it is Fitch's expectation
that ETP HoldCo will generate tax savings and contribute to
improving leverage metrics at ETP.  Given the limited amount of
ETP debt needed to complete the SUN merger and the expected cash
flows to be generated by SXL and ETP HoldCo, ETP's consolidated
company and stand-alone debt to EBITDA should approach 4.0 times
(x) in 2013, down from approximately 4.6x today.

ETP's current Negative Rating Outlook reflects its aggressive
acquisition and organic growth activities, the associated
transactional risk, and the impact these activities have on credit
metrics, which are currently weak for its rating category.
However, Fitch will review ETP's rating and Negative Rating
Outlook as the company executes the formation of ETP HoldCo and
consider it in future rating deliberations.

Fitch affirmed the ratings of ETP, SUN, and SXL on April 30, 2012,
following the announced acquisition of SUN by ETP.


SPEEDEMISSIONS INC: Has $2MM Credit Agreement with TCA Global
-------------------------------------------------------------
Speedemissions, Inc., entered into a new revolving line of credit
loan agreement with TCA Global Credit Master Fund, LP, pursuant to
which the Company may borrow up to $2,000,000 in order to pay
trade payables, provide for working capital and other uses as
approved by Lender.

The Loan Agreement replaces an existing revolving line of credit
loan agreement with Regions Bank in the amount of $100,000.  The
Company made an initial draw of $350,000 under the Loan Agreement
on June 8, 2012.  The terms of the Loan Agreement include an
initial maturity date of six months or Dec. 8, 2012, with an
automatic six month extension to June 8, 2013, subject to terms
and conditions contained in the Loan Agreement.  Interest under
the Loan Agreement is 10% per annum plus monthly loan servicing
fees.  The promissory note contains customary representations and
warranties, conditions, covenants and events of default.  The Loan
Agreement is collateralized by the Company's inventory, accounts,
equipment, general intangibles and fixtures.  If the Company
prepays the entire outstanding balance, prior to maturity, a 5%
prepayment penalty will be assessed.

                        About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Ga., expressed substantial doubt about Speedemissions'
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.

The Company reported a net loss of $1.6 million on $8.3 million of
revenue for 2011, compared with a net loss of $2.2 million on
$9.3 million of revenue for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 million in total assets, $851,141 in total liabilities,
$4.57 million series A convertible, redeemable preferred stock,
and a $3.23 million total shareholders' deficit.

STRATEGIC AMERICAN: Reports $73,000 Net Income in April 30 Qtr.
---------------------------------------------------------------
Duma Energy Corp., formerly known as Strategic American Oil
Corporation, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $73,088 on $1.87 million of revenue for the three months ended
April 30, 2012, compared with a net loss of $8.32 million on $1.25
million of revenue for the same period during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.

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

                        http://is.gd/amBzlt

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.


THORNBURG MORTGAGE: Ms. Chavez?Ruark Withdrawn as Panel's Counsel
-----------------------------------------------------------------
The Hon. Dunkan W. Keir of the U.S. Bankruptcy Court for the
District of Maryland ordered that the appearance of Maria Ellena
Chavez?Ruark, Esq. as counsel of record for the Official Committee
Of Unsecured Creditors in the Chapter 11 cases of TMST, INC.
formerly known as Thornburg Mortgage, Inc., et al., is stricken.

Ms. Chavez-Ruark has withdrawn to appear as counsel for the
Committee as of June 6, 2012.  Alan M. Grochal and the law firm of
Tydings & Rosenberg LLP will remain as counsel for the Committee.

                      About Thornburg Mortgage

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

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

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

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TOWNSEND CORP: Court OKs Sale Protocol, Minimum Bids Set at $5MM
----------------------------------------------------------------
The Bankruptcy Court approved the request of Townsend Corporation,
doing business as LRJ Anaheim, and LRJC Inc., doing business as
LRJ Cerritos, to establish bid procedures governing the sale of
their assets.

The Debtors intended to sell the assets for the highest and best
price.  The Debtors retained GlassRatner as financial advisor and
investment banker to seek buyers and effectuate a sale of the
Debtors' businesses.  Since it was engaged, GlassRatner has
aggressively marketed the Debtors' assets for sale.  GlassRatner
has identified multiple potential buyers for the Debtors' assets.

The Debtors intend to sell the Anaheim Assets and the Cerritos
Assets in separate transactions.  Each Debtor will obtain a
stalking horse bid, enter into a binding asset purchase agreement
with the proposed stalking horse bidder, hold an auction, and then
seek final approval from the Court for the proposed sale and the
assumption and assignment of executory contracts and unexpired
leases.  The Debtors have had substantial negotiations regarding
the sale of the Anaheim Assets and the Cerritos Assets.  However,
the Debtors have not yet executed an asset purchase agreement with
stalking horse bidders for either of the Debtors.  Once final
forms of the Anaheim APA and the Cerritos APA are executed, they
will be lodged with the Court and provided to prospective bidders.

The basic bid procedures for the assets of LRJ Anaheim and LRJ
Cerritos are:

     -- Estimated Bid: $5,000,000 for each of the assets;

     -- Break-up Fee: $100,000;

     -- Initial Overbid: $200,000;

     -- Subsequent Overbids: $100,000.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRANS-LUX CORP: Andrew Aldrich Resigns as Chief Strategy Officer
----------------------------------------------------------------
Trans-Lux Corporation accepted the resignation of Mr. Andrew
Aldrich, effective June 8, 2012, as the Company's Chief Strategy
Officer.  Mr. Aldrich's decision to resign was not due to any
disagreement with the Company.

                    About Trans-Lux Corporation

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

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$26.72 million in total assets, $24.45 million in total
liabilities, $6.13 million in redeemable convertible preferred
stock, and a $3.86 million total stockholders' deficit.


U.S. EAGLE: Creditors Committee Reserves Right to Object to Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of U.S. Eagle Corporation, et al., files its objection to
the Debtors' Second Amended Disclosure Statement dated May 17,
2012.

The Committee notes that in response to Comerica Bank's request to
continue the May 22 hearing, the Court adjourned the hearing to
June 26, with the expectation that the Debtors will be submitting
a third amended Disclosure Statement and second amended Plan.

According to the Committee, the recently filed Disclosure
Statement and Plan provides, inter alia, (i) payment in full of
the Debtors' administrative creditors and general unsecured
creditors on the effective date or such date when the claim
becomes allowed, (ii) a schedule of general unsecured claims that
may be objected to with the understanding that the claims not on
the schedule are allowed, and (iii) that Avoidance Actions will
not be pursued and will not vest with the Reorganized Debtors.  As
of the date of this pleading, the Committee has not yet been
provided with the next version of the Debtors' Disclosure
Statement and Plan.

The Committee preserves its right to have a sufficient opportunity
to review any revisions.

Previously, Comerica Bank requested that the Court decline to
approve the Second Amended Disclosure Statement as containing
adequate information unless or until the Plan is revised to (1)
pay Comerica in full in accordance with its contractual agreements
with the Debtors. Alternatively, Comerica requested a continuance
of at least 28 days such that it might fully address the issues
raised by the request to approve the New Disclosure Statement.

According to Comerica, the Amended Plan no longer proposes to pay
Comerica in full on the Effective Date -- a treatment that was a
lynchpin behind Comerica's approach in its level of review
concerning the adequacy of the disclosures made in the Noticed
Disclosure Statement.

As reported in the TCR on May 8, 2012, Comerica Bank objected to
the approval of the First Amended Disclosure Statement for the
Debtors' Plan of Reorganization dated as of March 5, 2012.

Comerica noted that (i) the Disclosure Statement falsely stated
that Comerica is unimpaired; (ii) the Disclosure Statement falsely
implied that Comerica's claim is subject to objection; and the
Debtors' Plan is not confirmable.

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

                       The Chapter 11 Plan

The Debtors submitted to the U.S. Bankruptcy Court for the
District of New Jersey a Second Amended Disclosure Statement
explaining the proposed Amended Plan of Reorganization.

According to the Second Amended Disclosure Statement, on the
Effective Date of the Plan, all of the Debtors, with the exception
of Reorganized U.S. Eagle Corporation and Reorganized Julius
Realty, will be dissolved as corporate entities under the laws of
the state in which each was incorporated without any further
action by the Reorganized Debtors, the Bankruptcy Court, any
federal or state governmental unit, or any other person.  For the
avoidance of doubt, Debtor Julius Realty and Debtor U.S. Eagle
Corporation are being reorganized under the Plan and will
not be dissolved.

On the Effective Date of the Plan (i) all Interests in the
Debtors; (ii) any and all stock options (including, but not
limited to, all stock options granted to the employees of the
Debtors; (iii) any and all warrants; and (iv) any instrument
evidencing or creating any indebtedness or obligation of the
Debtors, except such instruments that are reinstated or amended
and restated under the Plan, will be canceled and extinguished.
Additionally, as of the Effective Date, all Interests in the
Debtors, and any and all warrants, options, rights or interests
with respect to equity interests in the Debtors that have been
authorized to be issued but that have not been issued will be
deemed canceled and extinguished without any further action of any
party.

Under the Plan, the Debtors propose these estimated recovery on
account of the creditors' claims:

   Classes of Claims or Interest     Estimated Percentage Recovery
   -----------------------------     -----------------------------
   Class 1   Priority Claims                        100%
   Class 2   Comerica Claim                         100%
   Class 3A  General Unsecured Claims of
               U.S. Eagle                           100%
   Class 3B  General Unsecured Claims of
               Julius Realty                        100%
   Class 3C  General Unsecured Claims of
               U.S. Eagle Litho                     100%
   Class 3D  General Unsecured Claims of
               Eagle One                            100%
   Class 3E  General Unsecured Claims of
               TCS-Nevada, TCS-Arizona, and
               TCS-California                       100%
   Class 4   Intercompany Claims                      0%
   Class 5   Interests                              N/A

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

         http://bankrupt.com/misc/US_EAGLE_ds_2amended.pdf

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. FIDELIS: Court Approves Greensfelder as WARN Act Counsel
-------------------------------------------------------------
US Fidelis, Inc., sought and obtained permission from the
Bankruptcy Court to expand the employment of David A. Lander,
Esq., and the law firm of Greensfelder, Hemker & Gale, P.C., as
conflict counsel for the purpose of representing the Debtor with
regards to matters related to claims under the WARN Act on which
the Debtor requires counsel and with regard to which Lathrop &
Gage LLP may be prohibited from representing the estate's interest
due to a potential or actual conflict of interest.

The hourly rate charged by Mr. Lander is currently $450 per hour.
Other attorneys and employees of Greensfelder may also provide
services to the estate.  The estimated applicable fees range from
$190 to $425 per hour.

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

The Court already entered two orders authorizing the Debtor to
employ David A. Lander and the law firm of Gallop, Johnson &
Neuman, L.C.  The first order was for the limited purpose of
investigating and prosecuting avoidance actions and claims
objections on behalf of the bankruptcy estate in instances where
Lathrop & Gage LLP and Thompson Coburn LLP determined that they
aer prohibited from representing the estate's interests due to an
actual or potential conflict of interest.  The second order was to
authorize special counsel to represent the Debtor in certain
matters which are neither avoidance actions nor claims objections
but on which the Debtor requires counsel and with regard to which
Lathrop & Gage LLP may be prohibited from representing the
estate's interests due to a potential or actual conflict of
interest.

Subsequent to the entry of the two orders, the law firm of Gallop,
Johnson & Neuman, LC, ceased to operate, and Mr. Lander became
associated with the law firm of Greensfelder, Hemker & Gale, PC.

                          About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VUZIX CORPORATION: Completes Sale of Tactical Display Group
-----------------------------------------------------------
Vuzix Corporation disclosed the completion of the sale of its
business assets which comprised the Company's Tactical Display
Group.  TDG products include market-leading Tac-Eye head-mounted
displays targeted at military and defense applications.  TDG also
produces display optics and electronics modules for light, thermal
weapon systems for the US Military and has performed engineering
services to both the US Military and other defense customers.

Pursuant to an asset purchase agreement dated June 15, 2012, TDG
Acquisition Company, LLC acquired TDG assets for the price of
$8,500,000 before adjustments plus an additional $2,500,000 earn-
out provision if certain quarterly and or annual revenue
milestones are reached by the TDG LLC within one year from the
date of purchase.  The assets being sold in this arm's length sale
include manufacturing equipment, tooling, and other fixed assets
including certain patents and trademarks and includes a license to
various trade secrets relating to the existing business of the
TDG. Vuzix received a worldwide, royalty free, assignable grant-
back license to all the patents sold for use in the manufacture
and sale of products outside of TDG LLC's Military and Defense
markets.

None of the Company's key executive personnel will be leaving, but
select personnel representing approximately 35% of Vuzix' existing
employees from its existing manufacturing, engineering and sales
group will be transferred to the TDG LLC. The new TDG LLC will
also be based in Rochester, New York.

Pursuant to the APA, both companies entered into 10 year non-
compete agreements, pursuant to which Vuzix agreed not to sell
products or services into global Military and Defense markets, and
TDG LLC agreed not to sell products or services in the Consumer
markets. Both entities may compete freely in all other markets.
The TDG LLC has agreed to become the exclusive authorized reseller
of the Company's existing and new video eyewear products into the
global Military and Defense markets.  Additionally Vuzix is still
allowed to perform its historically successful engineering
services work on its new waveguide based video eyewear technology
directly for customers within the Military and Defense markets.
Any new products that the Company creates under its permitted
ongoing engineering services and research programs with the US
Government and other Defense organizations worldwide are to be
exclusively marketed by the TDG LLC in the Military and Defense
markets, unless the TDG LLC elects to have Vuzix do the same.

Paul Travers, the President of Vuzix stated, "Although the TDG
line of products has been an important revenue producer in recent
years, it is clearly only a portion of the Company's revenues, and
following the divestiture of the TDG assets, the Company will
retain a substantial amount of working capital and its ongoing
core business of designing, manufacturing, marketing and selling
video eyewear products for the consumer, commercial and
entertainment markets.  The TDG sale does not deprive the Company
of any of its vital economic assets or render the Company unable
to continue as a going concern.  The cash proceeds of the Sale
will provide the Company with additional resources to satisfy
certain of its debt obligations that are currently in default,
with the goal of better executing the Company's plan of focusing
on and investing in its core business."

Travers continued that, "Since 2005, the Company has had a major
focus on consumer and commercial markets for gaming,
entertainment, mobile video and more recently augmented reality.
The strategic divestiture of the TDG assets, allows the Company to
focus on its long held goal of delivering HD smart video glasses
in a true sunglass format based on our new waveguide optics and HD
displays while still pursuing funded research and development from
the US Government and other agencies."

Rich Ryan, President of TDG LLC stated, "We are excited about the
acquisition of Vuzix Tactical Display Group and look forward to
the future technology and sales relationships that are
contemplated with Vuzix as part of this transaction."

The Company is using approximately $5 million of the sale proceeds
to satisfy its indebtedness with its senior secured lenders, which
had been in default.  Four other secured creditors of Vuzix have
agreed to forgo any further debt repayments on their notes until
July 2013.  The balance of the proceeds will be retained by the
Company for working capital purposes and trade payable payments.

Vuzix Corporation a leader in the design and manufacture of Video
Eyewear products that provide users with portable high quality
viewing experiences.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $5.81 million
in total assets, $12.64 million in total liabilities, and a
$6.82 million total stockholders' deficit.

After auditing the 2011 results, EFP Rotenberg, LLP, in Rochester,
New York, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  And while there are no financial covenants with
which the Company must comply with, these debts are past due in
some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.

In May 2012, Vuzix said it has determined that it is in default
under two loan agreements with LC Capital Master Fund Ltd and
Bridge Bank National Association.  The Company was not in
compliance with its EBITDA covenant as of the end of its fiscal
quarters ended Sept. 30, 2011, Dec. 31, 2011, and March 31, 2012.


W.R. GRACE: Dist. Court Overrules Objections to Plan
----------------------------------------------------
Judge Ronald L. Buckwalter of the U.S. District Court for the
District of Delaware issued on June 11, 2012, an amended
memorandum opinion and order overruling all objections and
confirming W.R. Grace & Co. and its debtor affiliates' Joint Plan
of Reorganization in its entirety.

On Jan. 30, 2012, Judge Buckwalter affirmed the Jan. 31, 2011
order confirming the Joint Plan issued by Judge Judith Fitzgerald
of the U.S. Bankruptcy Court for the District of Delaware.
Numerous parties-in-interest filed motions to reconsider, alter
and clarify the Affirmation Order.  Various appeals have also been
filed.

To address the request of the Plan Proponents to amend the
Memorandum Opinion, the joint motion of Sealed Air Corporation,
Cryovac, Inc., and Fresenius Medical Care Holdings, Inc., to amend
and clarify the Memorandum Opinion and Order and the Libby
Claimants' response, Judge Buckwalter filed a consolidated order
granting the motions, and amended the Memorandum Opinion and
Order.  Appellant Garlock Sealing Technologies, LLC's motion for
reargument, rehearing, and to alter or amend is also granted.

The Amended Memorandum Opinion and Order includes additional
language clarifying that all injunctions and releases in the Joint
Plan, and not merely the injunction under Section 524(g) of the
Bankruptcy Code are approved, issued and affirmed.

The language in the Memorandum Opinion's section entitled "The
Libby Claimants' Right to Trial by Jury Claims" is slightly
altered to better reflect the actual terms of the Joint Plan, and
to avoid any suggestion that the Section 524(g) injunction is
temporary or that an asbestos claimant may sue any party other
than the relevant asbestos trust.  Certain wording changes have
also been made in this section to make clear that under the Joint
Plan, Sealed Air Corporation, Cryovac, Inc., and Fresenius Medical
Care Holdings, Inc. will transfer their settlement payments
directly to the PI or PD Trusts, as opposed to Grace or its
bankruptcy estate, on the effective date of the Joint Plan, as
well as to reflect that the transfers do not constitute assets of
Grace or its bankruptcy estate, but rather are assets of the PI or
PD Trusts.  The section is further amended to clarify that:

  * jury trial rights can only be asserted against the PI Trust;

  * jury trial rights are not wholly outside the Joint Plan, but
    rather are affected by the terms of the Joint Plan;

  * the Section 524(g) injunction is permanent; and

  * references to a "third option" of pursuit of a jury trial by
    which Libby Claimants could pursue a tort system trial are
    eliminated.

References to Sealed Air/Cryovac and Fresenius in the Amended
Memorandum Opinion have been altered to reflect that these
entities are Grace's "former affiliates," rather than
"subsidiaries."

Upon consideration of Garlock's Motion, Judge Buckwalter changed
the Memorandum Opinion's section entitled "Garlock's Objections to
the Joint Plan" to reflect the District Court's consideration of
the arguments put forth by Garlock and Grace during an oral
argument on May 8, 2012, and in their briefing submitted to the
District Court.

The Memorandum Opinion's section entitled "The Anti-Assignment
Provisions in Insurance Policies Litigation" has been changed to
take into account the recent binding precedential holding of the
United States Court of Appeals for the Third Circuit in In re
Federal-Mogul Global, Inc., Nos. Civ.A.09-2230 & 09-2231, --- F.3d
---, 2012 WL 1511773 (3d Cir. May 1, 2012).

The section entitled "Extension of the Channeling Injunction to
BNSF" has been changed to take into account the recent holding of
the United States Court of Appeals for the Second Circuit in
Pfizer, Inc. v. Law Offices of Peter G. Angelos (In re Quigley
Co., Inc.), 676 F.3d 45 (2d Cir. 2012).

A full-text copy of the Amended Memorandum Opinion is available
for free at:

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Wins Approval of 2012 Long-Term Incentive Plan
----------------------------------------------------------
W.R. Grace & Co. and its affiliates sought the Bankruptcy Court's
authority to implement the Grace 2012 Long-Term Incentive Plan,
which will consist exclusively of incentive based grants of
options to purchase the common stock of W. R. Grace & Co., made to
certain eligible employees of the Debtors.

Judge Judith Fitzgerald granted the request in its entirety.  The
Debtors are authorized, but not required, to implement the 2012
LTIP.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that the Debtors' long-standing,
ongoing strategy for its long-term incentive program necessitates
that a renewed LTIP be implemented each calendar year.  The
Debtors have, thus, annually requested authority to implement
their long-term incentive plans for management and other eligible
employees selected to participate in the LTIPs, as part of the
Debtors' ongoing long-term incentive program.

The basic design of the 2012 LTIP is the same as the 2011 LTIP,
Ms. Jones tells Judge Fitzgerald.  She explains that under the
2012 LTIP, the total aggregate targeted award will be distributed
to Eligible Employees in the form of options covering Grace Stock.
She notes that no targeted cash payout opportunities will be
distributed under the 2012 LTIP, and that the calculated aggregate
targeted award value will be approximately $17 million.

Under the 2012 LTIP, options for approximately 775,000 shares will
be issued.

The decision to grant only options on Grace Stock under the 2012
LTIP, as well as under the 2011 LTIP last year, and not include
any cash incentives, is based on the Debtors' continuing strategy
to align the interest of its management and other Eligible
Employees with the interest of its shareholders, Ms. Jones
asserts.  The Debtors believe that this approach is becoming
increasingly important now that their Chapter 11 cases are
beginning to draw to a close.

The total aggregate targeted award value under the 2012 LTIP will
be awarded to Eligible Employees in the form of options on Grace
Stock, and those options would be granted under the previously
approved 2011 Stock Incentive Plan.  The "strike price" of the
stock options awarded under the 2012 LTIP will be the price of
Grace Stock as of the award date, that is the average of the high
and low market price of Grace Stock on that date.

One third of the awarded stock options would vest in 2013, one-
third would vest in 2014, and the remaining one-third would vest
in 2015; each on the anniversaries of the award date.  The stock
options would generally be exercisable for a period of
five years after grant.

Should the price of Grace Stock, as of the award date for the 2012
LTIP, differ substantially from $59.10 (the closing price of Grace
Stock on May 7, 2012), the Debtors may adjust the overall award
approach and formula appropriately, provided that the number of
shares covered by the award will not be greater than the remaining
authority under the 2011 Stock Incentive Plan, which is
approximately 797,000 shares.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Anderson Hospital Wants Relief From Plan Order
----------------------------------------------------------
Anderson Memorial Hospital asks the U.S. District Court for the
District of Delaware for relief from Judge Ronald Buckwalter's
memorandum opinion and order affirming the confirmation of W.R.
Grace & Co. and its affiliates' Joint Plan of Reorganization dated
Jan. 30, 2012.

Anderson asks that the District Court reconsider its Memorandum
and Order based on a May 18, 2012 decision by the Third Circuit
Court of Appeals in Wright v. Owens Corning, ___ F.3d ___, 2012 WL
1759992 (3d Cir. 2012).

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Delaware, contends that in Wright, the Third Circuit clarified the
application of its earlier decision in Jeld-Wen, Inc. v. Van Brunt
(In re Grossman's, Inc.), 607 F.3d 115 (3d Cir. 2010) establishing
a new test for determining when a "claim" exists under the
Bankruptcy Code.  Mr. Loizides argues that the recent Wright
decision determines the impact of the new standard on parties who,
at the time they received notice of a pending bankruptcy case and
claims bar date, did not have "claims" under the test governed by
Avellino v. M. Frenville Co. (In re M. Frenville Co.), 744 F.2d
332 (3d Cir. 1984), but who would have claims under the Grossman's
test.

Specifically, the Wright court held that "for persons who have
'claims' under the Bankruptcy Code based solely on the retroactive
effect of the rule announced in Grossman's, those claims are not
discharged when the notice given to those persons was with the
understanding that they did not hold claims," Mr. Loizides
explains.  He asserts that this holding has at least two
significant ramifications in the instant case:

  (1) The Wright decision highlights the very same due process
      concerns that were raised by Anderson in its appeal to the
      District Court but rejected by the Court in the
      Memorandum and Order; and

  (2) The application of Grossman's set forth in Wright calls
      into doubt the propriety of the Grace Plan's creation of a
      trust, imposition of an injunction, and appointment of a
      legal representative under Section 524(g) of the
      Bankruptcy Code with respect to the interests of the
      holders of future property damage "demands."

Hence, Anderson asks the District Court to enter an order pursuant
to Rule 60(b) of the Federal Rules of Civil Procedure relieving
Anderson from the Memorandum Opinion and Order, and reversing the
Bankruptcy Court's orders confirming Grace's Joint Plan.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


W.R. GRACE: Judge Approves $19.5MM Settlement With Libby Claimants
------------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware granted in all respects the request of W.R.
Grace & Co. and its debtor-affiliates for approval of (a) the
settlement among Grace, the Official Committee of Asbestos-related
Personal Injury Claimants, and the Libby Claimants, as
memorialized by a term sheet, (b) the transition of the Libby
Medical Program to a trust created pursuant to the global
settlement arrangement -- the LMP Trust, and (c) the settlement
agreement between Grace and BNSF Railway Company.

In January 2012, Grace entered into a proposed agreement requiring
it to turn the Libby Medical Program over to a locally
administered trust, and to fund the trust with $19.5 million.

The Libby Medical Program first became effective on April 3, 2000.
The Debtors voluntarily created the Libby Medical Program prior
to, and independent of, their Chapter 11 cases.  Since then, the
Debtors voluntarily maintained the Libby Medical Program, through
which the Debtors provided certain health care benefits related to
the treatment of asbestos-related conditions to eligible
individuals, who enrolled in the program.  The program provided
that certain individuals would be eligible for coverage, including
former employees of the Debtors who worked in the Debtors' mine
operations in Libby, Montana, and certain other individuals, who
reside or formerly resided in the area surrounding the mine.  The
Debtors disclosed that their estates incur more than $2 million
annually in health care expenses for the Libby Medical Program.

On the effective date of the Libby Settlement, all rights and
duties whatsoever of Grace and Health Network of America, Inc.,
under the Libby Medical Program will be transferred to the LMP
Trustee.  Grace, however, will remain responsible for any expenses
of the program incurred prior to the effective date.

Under the BNSF Settlement, the Asbestos PI Trust will pay to BNSF
$8 million no later than 30 days after the last to occur of (i)
effective date of the Debtors' Confirmed Joint Plan of
Reorganization, (ii) effective date of the Debtors' global
settlement, and (iii) the Asbestos PI Trust's receipt of the $250
million payment under the Joint Plan.

Prior to the approval of the Debtors' settlement agreements, the
state of Montana filed a limited objection seeking to clarify that
the request for approval and related documents do not limit or
restrict its ability to assert claims, including for contribution,
indemnification, recoupment and setoff, against the Asbestos PI
Trust or others with respect to payments made by the State to the
Libby Claimants, or medical expenses incurred by the State for the
benefit of Libby Claimants.  In her order, however, Judge
Fitzgerald overruled all objections to the request.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


WESTERN POZZOLAN: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Western Pozzolan Corp. filed with the U.S. Bankruptcy Court for
the District of Nevada its list of 20 largest creditors holding
unsecured claims, disclosing:

   Name of Creditor             Nature of Claim       Amount
   ----------------             ---------------       ------
American Canyon Dev           Outside Contracting     $22,798

Clearwater Environmental      Fuel for Kilns           $5,850

Department of Treasury        Tax Audit 2006          $12,031

Department of Treasury        Tax Audit from 2006    $279,323
1973 N Rulon White Blvd
Ogden, UT 84201

ED Staub & Sons               Fuel & Propane for      $16,584
                              Equipment

Electro-Tech/IES              Outside Contracting      $8,218

Enviroscientists              Consultants,            $14,362
                              Compliance &
                              Permitting

Freight Aces                  Transportation of       $10,345
                              Materials, Shipping

Glenn Quirk                   Employee Expense        $12,243
                              Reports "Sales"

Graphic Packaging             Packaging                $5,186

KAM Group                     Packaging Bags           $6,534

Lassen County Tax             Property Taxes          $87,923

Pape Machinery                Equipment Repair        $46,118

Papros Inc.                   Material                 $5,000
                              Composition Data
                              Testing

Plumas Sierra Electric        Electric Services       $27,807

Powerhouse, LLC               Consultants             $27,190

State of CA Franchise Tax     Tax Audit from 2006     $45,941

Steve Beck                    Expense Reports         $15,366

Todahl Logistics              Trucking &               $5,100
                              Transportation

Williams & Shedd, Attorneys   Attorneys seeking       $10,108
at Law                        collection judgement
                              on behalf of Western
                              Utilities Transformer

                   About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa is assigned to the case,
taking over from Judge Linda B. Riegle.  Matthew Q. Callister,
Esq., at Callister & Associates, serves as the Debtor's counsel.
The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  The petition was signed by James W.
Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

According to the Troubled Company Reporter's records, Western
Pozzolan first filed for bankruptcy protection (Bankr. D. Nev.
Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

The U.S. Trustee appointed three creditors to the Official
Committee of Unsecured Creditors.




WVSV HOLDINGS: Trustee Unable to Appoint Creditors' Committee
-------------------------------------------------------------
Elizabeth Amorosi, Assistant U.S. Trustee for Region 14, has
informed the U.S. Bankruptcy Court for the District of Arizona
that a creditors' committee in the WVSV Holdings, LLC bankruptcy
case has not been appointed because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The UST reserves the right to
appoint the committee should interest develop among the creditors.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.


WVSV HOLDINGS: Wants to Hire Cooley for Ariz. High Court Review
---------------------------------------------------------------
WVSV Holdings, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of Arizona to employ the law firm Cooley,
LLP, as special counsel for the purpose of representing the Debtor
in connection with a petition for review to the Arizona Supreme
Court.

Cooley is representing the Debtor on an hourly basis, ranging from
$135 to $1,160 per hour.

Stephen C. Neal, Esq., a partner at Cooley, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.


ZURVITA HOLDINGS: Incurs $1.2-Mil. Net Loss in April 30 Quarter
---------------------------------------------------------------
Zurvita Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.17 million on $2 million of total revenues for
the three months ended April 30, 2012, compared with a net loss of
$1.05 million on $1.21 million of total revenues for the same
period during the prior year.

The Company reported a net loss of $2.78 million on $4.49 million
of total revenues for the nine months ended April 30, 2012,
compared with net income of $2.88 million on $3.66 million of
total revenues for the same period a year ago.

The Company's balance sheet at April 30, 2012, showed $748,297 in
total assets, $4.21 million in total liabilities, $8.82 million in
redeemable preferred stock, and a $12.29 million total
stockholders' deficit.

The Company believes that without the support of its related party
stockholders its cash resources would be insufficient to sustain
current planned operations for the next 12 months.  Additional
cash resources may be required should the Company not meet its
sales targets, exceed its projected operating costs, wish to
accelerate sales or complete one or more acquisitions or if
unanticipated expenses arise or are incurred.

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

                        http://is.gd/sCwDWa

                      About Zurvita Holdings

Houston, Tex.-based Zurvita Holdings, Inc., is a national network
marketing company offering high-quality products and services
targeting individuals, families and small businesses. Products are
sold through Zurvita's network of independent sales consultants.

Meeks International, LLC, in Tampa, Fla., expressed substantial
doubt about Zurvita Holdings' ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to meet its needs.


* Small Banks Put Up "For Sale" Sign, WSJ Reports
-------------------------------------------------
According to American Bankruptcy Institute, the Wall Street
Journal reported that a growing number of community banks are
deciding it is time to put out the "for sale" sign after being
frustrated by costly new regulations.


* One Exchange Launches Bankruptcy Claims Online Trading Platform
-----------------------------------------------------------------
One Exchange Street, Inc. announced the launch of its platform for
online trading in select types of bankruptcy claims including
general unsecured and administrative claims.

One Exchange Street's proprietary trading platform creates a
liquid and transparent online marketplace that provides price
discovery and real-time trade execution via standardized claim
transfer agreements to buyers and sellers of bankruptcy claims.

When a company files for bankruptcy, its creditors usually do not
know how much money they will receive for their claim, when they
will receive it, or what form of consideration they will receive.
As a result, many times creditors, especially trade creditors,
prefer to sell their claim, thereby increasing liquidity while
mitigating the cost and hassle associated with the bankruptcy
process.  Presently, however, there is no centralized platform
providing transparency into, or standardization of, the sales
process.

"Our new trading platform is designed to introduce transparency
and standardization into the historically inefficient and opaque
market for bankruptcy claims," says Todd Zoha, Co-Founder and CEO,
One Exchange Street.

One Exchange Street provides its service to registered members via
a secure and independent trading platform.  After answering a few
questions and uploading select diligence materials to validate
their claim, creditors will have access to relevant information in
order to help them, and their advisors, value their bankruptcy
claim prior to setting their asking price.

Buyers can review and bid on all claims listed on the platform, or
instead, place resting bids for select types of claims in which
they may be interested.

When a trade crosses, the orders are executed immediately via
standardized claim transfer agreements and settled within five
business days.  One Exchange Street does not charge fees to access
its platform, relying instead on a per trade commission.

"We believe this platform will offer claim buyers enhanced
liquidity and incremental investment opportunities in a market
which has been gaining traction as investors continue to search
for uncorrelated returns," says Sean O'Riordan, Co-Founder and
CFO.

One Exchange Street -- http://www.oneexchangestreet.com-- is a
proprietary online trading platform for bankruptcy claims.  The
company, headquartered in Columbus, Ohio, was co-founded by Todd
Zoha and Sean O'Riordan, both former AlixPartners' restructuring
professionals.  The two identified critical transparency and
efficiency issues inherent in the bankruptcy market in February
2011 while advising the ad hoc group of Lehman Brothers Holdings
Inc. creditors.  In January 2012, they founded One Exchange
Street, Inc. and, in April 2012, closed a $1.0 million seed round.
They intend to return to the market to raise a Series A round by
the end of 2012.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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.


                  *** End of Transmission ***