TCR_Public/120621.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 21, 2012, Vol. 16, No. 171

                            Headlines

10-16 MANHATTAN: Combined Hearing on Plan on Aug. 6
17315 COLLINS: Plan Filing Extended Until Aug. 7
30DC INC: Launches MagCast Digital Magazine Platform
ACE HARDWARE: S&P Withdraws 'BB-' Corp. Credit Rating at Request
ADVANCED COMPUTER: Status Conference Set for Aug. 8

ADVANCED COMPUTER: Sec. 341 Meeting of Creditors on July 13
AHERN RENTALS: Taps GA Keen Realty as Real Estate Advisor
AFA INVESTMENT: Has OK to Hire KCC as Administrative Agent
AIDA'S PARADISE: Plan Outline Hearing Scheduled for June 25
AMC ENTERTAINMENT: Moody's Revises Ratings Outlook to Stable

AMARANTH II: Court Dismisses Chapter 11 Reorganization Case
AMERICA WEST: Incurs $2.7 Million Net Loss in First Quarter
AMERICAN AIRLINES: $2.1-Mil. in Claims Change Hands in April
AMERICAN AIRLINES: $835,600 in Claims Change Hands in May
AMERICAN AIRLINES: Reports May 2012 Traffic Results

AMERICAN HERITAGE: S&P Cuts Ratings on Revenue Bonds to 'BB+'
AMERICAN WEST: Taps Fisher & Phillips as Special Labor Counsel
AMSCAN HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
APOLLO MEDICAL: Incurs $157,000 Net Loss in April 30 Quarter
ASARCO LLC: Wants $220MM Settlement Nixed, Claims EPA Erased Docs

ATLANTIS OF JACKSONVILLE: Seeks Mediation of Mortgage Dispute
ATLANTIS OF JACKSONVILLE: Court OKs Farley Grainger as Appraiser
ATLANTIS OF JACKSONVILLE: Court Approves Bryan Mickler as Counsel
BEAU VIEW OF BILOXI: July 9 Hearing on Bid to Extend Exclusivity
BEHRINGER HARVARD: Has Interim OK to Use Cash Through June 25

BEHRINGER HARVARD: Freese and Nichols Leasing Office Space
BEHRINGER HARVARD: Sec. 341 Creditors' Meeting Set for July 6
BICENT HOLDINGS: Moelis & Company Approved as Financial Advisor
BICENT HOLDINGS: Paul Weiss OK'd as Special Corporate Counsel
BICENT HOLDINGS: Young Conaway Approved as Bankruptcy Counsel

BIOLIFE SOLUTIONS: Enters Into Third Amendment to Monte Lease
BLUEGREEN CORP: Turns Down Diamond's Proposal to Buy 100% Equity
BNC FRANCES: Has Access to JPMCC Cash Collateral Until June 29
BNC FRANCES: Plan Outline Hearing Scheduled for July 2
BON-TON STORES: Fitch Junks Rating on $329-Mil. Senior Notes

BON-TON STORES: CCPA with Capital One to Cease by July 24
BON-TON STORES: Eight Directors Elected at Annual Meeting
BONDS.COM GROUP: Issues 66 Units to Daher Bonds, et al.
BROADVIEW NETWORKS: S&P Cuts CCR to 'CCC-' on Note Maturity Risk
CARBON ENERGY: Court Approves McDonald Carano as Counsel

CARTER'S GROVE: Can Obtain $75,000 for Emergency Property Repairs
CATALYST PAPER: Court Sets June 25 Meeting With Creditors
CLARE AT WATER: Judge Timothy Barnes Now Handles Bankruptcy Case
CLEARWIRE CORP: Intel Has 15.7% Stake as of June 8
CONSOLIDATED CONTAINER: S&P Affirms 'B' Corporate Credit Rating

CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Positive
CRYOPORT INC: S. Wasserman Named Principal Executive Officer
CRYOPORT INC: Amends 57.3 Common Shares Offering
CUBESMART LP: Moody's Raises Preferred Stock Rating to 'Ba1'
CYCLONE POWER: Expects $350,000 Revenue in Q2 2012

CYTOKINETICS INC: Gets Notice of Minimum Bid Price Non-Compliance
DAVIS-RODWELL TMC: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Fitch Raises Issuer Default Rating to 'B+'
DELTA PETROLEUM: Taps Navigant Consulting as Valuation Advisor
DELTRON INC: Suspending Filing of Reports with SEC

DEWEY & LEBOEUF: Hiring Proskauer Rose as Employment Counsel
DEWEY & LEBOEUF: Taps Keightley as Pension Benefits Counsel
DEWEY & LEBOEUF: Asks to Pay Bankruptcy Lawyers Up to $935 an Hour
DYNEGY HOLDINGS: Asks Court to Approve Plan Outline
DYNEGY HOLDINGS: Seeks Approval of Merger With Parent

DYNEGY HOLDINGS: U.S. Trustee Seeks Fee Reductions
DYNEGY INC: Stock Has Neutral Rating From UBS AG
E/DOC SYSTEMS: Voluntary Chapter 11 Case Summary
ELITE PHARMACEUTICALS: Borrows $500,000 from Chairman and CEO
ELITE PHARMACEUTICALS: USPTO Issues U.S. Patent No. 8,182,836

ELSTER GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
ENERGY CONVERSION: Scouler & Co. OK'd as Panel's Financial Advisor
ENERGY CONVERSION: USO Wants Ontility LLC to Pay Solar Laminates
ENERGY TRANSFER: Moody's Says Southern Union Drop Down Positive
ENERGY TRANSFER: S&P Affirms 'BB' Corporate Credit Rating

ESCO-VINA LLC: Case Summary & 18 Largest Unsecured Creditors
FENTURA FINANCIAL: FRB OKs Ronald Justice as President and CEO
FENWAL INC: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
FUEL DOCTOR: Incurs $298,000 Net Loss in First Quarter
FRANKLIN CREDIT: Stockholders Approve Marcum as Accountant

FUEL DOCTOR: Incurs $2.7 Million Net Loss in 2011
GARLOCK SEALING: Asbestos Claimants Denied Privileged Docs
GETTY PETROLEUM: Plan Confirmation Hearing Slated for July 18
GUIDED THERAPEUTICS: Seven Directors Elected at Annual Meeting
GUIDED THERAPEUTICS: Responds to FDA Not-Approvable Letter

HALO WIRELESS: Police Powers May Be Enforced by Private Companies
HERCULES OFFSHORE: Kenneth Griffin Discloses 5.1% Equity Stake
HOUGHTON MIFFLIN: Court Approves Hiring of Blackstone as Advisor
HUDSON PRODUCTS: Moody's Raises Corp. Family Rating to 'B3'
HUGHES TELEMATICS: Extends Agreement with Mercedes-Benz to 2017

INDEPENDENCE TAX: Incurs $237,000 Net Loss in Fiscal 2012
INTELLICELL BIOSCIENCES: TCA Commits to Buy $2MM Common Shares
JASPERS ENTERPRISES: July 11 Hearing on Bid to Extend Exclusivity
KIMBRELL REALTY: Case Summary & Largest Unsecured Creditor
LANDAMERICA FINANCIAL: Trustee Negotiates $39 Million Settlement

LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating
LIQUIDMETAL TECHNOLOGIES: Extends Apple MTA Through February 2014
LIVE NATION: Credit Amendment Won't Change Moody's Ratings
LONGVIEW POWER: S&P Cuts Rating on $1.175-Bil. Facility to 'B-'
MAKENA GREAT: Ronnie Schwartz to Fund Plan for GAC Storage Copley

MARIANA RETIREMENT FUND: Seeks to Continue Benefits Payment
MARTIN MIDSTREAM: Moody's Affirms 'B1' CFR Following Asset Sale
MARTIN MIDSTREAM: S&P Affirms 'B+' CCR on Improved Finc'l. Profile
MEDICAL ALARM: Amends Financing Agreement with FirstFitness
MERRILL CORPORATION: Moody's Lowers PDR to Ca; Reviews Ratings

MF GLOBAL: Senior Executives May Not be Pinned With Collapse Blame
MONEY TREE: Hiring of Burr & Forman as Conflicts Counsel Denied
MORGAN INDUSTRIES: Hunter Unveils Two New Dealers
MOUNTAIN PROVINCE: Seven Directors Elected at Annual Meeting
MOUNTAIN PROVINCE: Kennady Receives Type A Land Use Permit

MSR RESORT: Can't Emerge Before Hilton Issue Resolved
NATIONAL QUALITY: Deregisters Unsold Securities Under Plans
NEW ENGLAND BUILDING: Amends Schedules of Assets & Debts
NEW ORLEANS AUCTION: Assets Sold to Cakebread Art Antiques
NEWFIELD EXPLORATION: Fitch Rates Unsecured Notes Due 2024 'BB+'

NEWFIELD EXPLORATION: Moody's Rates $750MM Senior Notes 'Ba1'
NEWPAGE CORP: Proskauer Rose Replaces Dewey & LeBoeuf
NEXT 1 INTERACTIVE: Incurs $13.6 Million Net Loss in Fiscal 2012
NEXTWAVE WIRELESS: Messrs. Salmasi & Tavokoli Elected to Board
NIFTUS LLC: Seeks to Hire Copeland & Bieger as Counsel

NIFTUS LLC: Files List of 4 Largest Unsecured Creditors
NORTHSTAR AEROSPACE: To Test Wynnchurch Offer at July 17 Auction
PALISADES MEDICAL: S&P Affirms 'BB+' Ratings on $37.5-Mil. Bonds
PATIENT SAFETY: Incurs $1.3 Million Net Loss in First Quarter
PETTERS CO: Trustee Can Hire Winderweedle Haines as Local Counsel

PINNACLE AIRLINES: 60-day Extension of Aircraft Equipment Use OK'd
PINNACLE AIRLINES: Files Schedules of Assets and Liabilities
PINNACLE AIRLINES: Taps NSB Aviation's Steven A. Rossum as CRO
PINNACLE AIRLINES: Verlena Sexton-Walker Allowed to Pursue Claim
PINNACLE AIRLINES: Proposes Aug. 6, 2012 Gen. Claims Bar Date

PREMIER PAVING: U.S. Trustee Names 4-Member Creditors Committee
PREMIER PAVING: Government Claims Bar Date Set for Oct. 29
PRINCE SPORTS: Top U.K. Sports Retailer Vying to Bid
PRINCIPLE STEEL: Case Summary & 20 Largest Unsecured Creditors
PROTEONOMIX INC: Incurs $2.2 Million Net Loss in 1st Quarter

PROVIDENCE, R.I.: Retirees to Vote on Deal to Avoid Bankruptcy
R.E. LOANS: Inks Deal Moving Causes of Action's Objection Deadline
RBS GLOBAL: Moody's Raises Corp. Family Rating to 'B2'
RG STEEL: Committee Opposes Quick Sale and Financing
RG STEEL: Esmark Steel Bids for Wheeling Corrugating Plant

ROOMSTORE INC: Lucy L. Thomson Named as Consumer Privacy Ombudsman
ROSETTA GENOMICS: To Terminate License Agreement with Avatao
ROYAL HOSPITALITY: Wins Confirmation of Reorganization Plan
S&N NORTHWOOD: Case Summary & 5 Largest Unsecured Creditors
SBMC HEALTHCARE: Pre-Bankruptcy Claim Won't Disqualify Lawyer

SBMC HEALTHCARE: Doesn't Need Patient Care Ombudsman, Court Says
SEQUENOM INC: Eight Directors Elected at Annual Meeting
SHUANEY IRREVOCABLE: Bank Fails in Bid to Suspend Chapter 11
SIAG AERISYN: U.S. Trustee Names 4-Member Creditors' Panel
SIAG AERISYN: Files Schedules of Assets and Liabilities

SKINNY NUTRITIONAL: Has Settlement Agreement with Ironridge
SMART BALANCE: S&P Assigns B+ Corp. Credit Rating; Outlook Stable
SOURCEHOV LLC: S&P Raises Corp. Credit Rating to 'B+'
SP NEWSPRINT: Panel OK'd to Increase BDO Consulting's Fixed Fee
SPANISH BROADCASTING: Six Directors Elected at Annual Meeting

T SORRENTO: Files Schedules of Assets and Liabilities
TCF FINANCIAL: Fitch Rates $150-Mil. Preferred Securities at 'BB-'
TEN SAINTS: Exclusive Solicitation Period Extended to July 8
TERESA GIUDICE: Negotiations to Sell Property Ongoing
USEC INC: Has $350MM Agreement with DOE for Centrifuge Research

VALENCE TECHNOLOGY: Gets Further NASDAQ Delisting Notification
VALENCE TECHNOLOGY: Settles Patent Dispute with Hydro-Quebec
VITIS CELLARS: Case Summary & 20 Largest Unsecured Creditors
VITRO SAB: Appeals Decision Nixing Mexican Reorganization
VUZIX CORP: Completes Sale of Tactical Display for $8.5 Million

W.R. GRACE: To Sell Bondera Business for $900,000
W.R. GRACE: Resolves Claims Over Big Tex Site for $2 Million
W.R. GRACE: Signs MOU for Catalyst Investment in Qingdao, China
W.R. GRACE: Signs Agreement to Purchase China Catalyst Assets
WCI COMMUNITIES: Raises $175-Mil. to Pay Off Existing Term Loan

WESTMORELAND COAL: Imminent Danger Order for Montana Mine Lifted
WILLARD RENTAL: Jerry Stackhouse and Companies in Chapter 11
WILLEMS & HERMAN: Case Summary & 16 Largest Unsecured Creditors
WOOTEN GROUP: Files for Chapter 11 in Los Angeles
XTREME IRON: Sec. 341 Creditors' Meeting Set for July 16

XTREME IRON: Files List of Largest Unsecured Creditors
ZOO ENTERTAINMENT: Clark Succeeds EisnerAmper as Accountant

* Bulldog Investors May Invest in Bankruptcy Claims
* Justice Department Proposes New Rules on Lawyer Compensation
* Las Vegas Myers Team Dominates Short Sale Market in Nevada

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

10-16 MANHATTAN: Combined Hearing on Plan on Aug. 6
---------------------------------------------------
10-16 Manhattan Avenue LLC, et al., will seek confirmation of
their Plan of Reorganization dated May 28, 2012 and approval of
the adequacy of the disclosure in the Disclosure Statement at a
combined hearing on Aug. 6, 2012, at 11:00 a.m. (prevailing
Eastern Time).

According to the Disclosure Statement, the Plan is the product of
extensive negotiations with, and is supported fully by, the
Debtors' secured lender, DG UWS SUB LLC.  Prior to the
commencement of their Chapter 11 cases, the Debtors and DG entered
into a settlement agreement dated May 22, 2012, resolving a
contested foreclosure proceeding pursuant to which the Debtors
will transfer the Properties to DG and, in exchange, DG will
provide the Debtors with sufficient funds to satisfy fully all
allowed administrative, priority, and general unsecured Claims.
The Debtors will assume the Settlement Agreement under the Plan.

Under the Plan the Debtors will assume the Settlement Agreement.
The Debtors will transfer, subject to the Mortgage and all of the
Properties' residential leases, all of their title to and interest
in each of the Properties to an entity designated by DG and
release DG, Bluestar, and each of DG's designees from all claims
that the Debtors have or could have asserted against them.

In exchange for the Debtors' transfer of the Properties under the
Plan, DG will provide the Debtors with sufficient funds with which
to satisfy fully all allowed administrative, priority, and general
unsecured claims.

In accordance with the terms of the Settlement Agreement, the
Debtors have appointed Jeffrey Pikus, principal of Bluestar, to
serve as property manager of the Properties.  Mr. Pikus is
empowered to manage and operate the business of each of the
Properties, including but not limited to leasing, renovations, and
supervising and settling tenant and property related litigations,
but only consistent with directives of DG and in all respects in
the capacity of a fiduciary to each Debtor and its estate.  The
Debtors intend to have Mr. Pikus serve as Property Manager through
confirmation of the Plan and Bluestar will continue to serve as
managing agent of the Properties during Mr. Pikus' tenure.

If the Debtors' Properties are conveyed to DG's designees pursuant
to the Plan, then in consideration of Pinnacle's, PMM's, and the
Guarantors' waiver of all claims against the Debtors and the
execution of the DG Release by Mr. Wiener, Pinnacle, PMM, and
Praedium, DG will pay the an entity identified by Pinnacle, PMM,
Mr. Wiener, and Praedium the sum of $4,200,000.

If, however, the Properties are conveyed to DG's designees through
an Alternative Acquisition pursuant to which DG acquires them
through foreclosure because the Plan is not confirmed, then DG
will pay the Fee Recipient the sum of $3,400,000.  Unless the
Chapter 11 Cases are dismissed, no Alternative Acquisition will
occur without the approval of the Bankruptcy Court.

Estimated recoveries under the Plan:

  Class   Claim or Interest                     Recovery
  -----   -----------------                     --------
   1       Remaining Priority Claims               100%
   2       govt. Authority Lien Claims             100%
   3       The DG Claim                          Impaired
   4       Receivership Claims                     100%
   5       General Unsecured Claims                100%
   6       Equity Interests                      Impaired

DG and the equity holders have agreed to accept the Plan pursuant
to the Settlement.

Full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/10-16_MANHATTAN_ds.pdf

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

Each Debtor claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) and owns a residential apartment building
that largely consists of rent-controlled and rent-stabilized
apartments.  The sole and managing member for each Debtor is PMM
Associates D-FXD LLC.

The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.  The Debtor
disclosed $7,160,877 in assets and $229,871,250 in liabilities as
of the Chapter 11 filing.

The Debtor's Pre-Negotiated Plan, included terms of the Settlement
Agreement which provides that (a) the Debtors will transfer,
subject to the Mortgage and all of the Properties' residential
leases, all of their title to and interest in each of the
Properties to a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.


17315 COLLINS: Plan Filing Extended Until Aug. 7
------------------------------------------------
17315 Collins Avenue, LLC, can keep control of its Chapter 11
restructuring after the Bankruptcy Court granted its request for
an extension of the periods within which the Debtor has the
exclusive right to file and solicit acceptances of a chapter 11
plan. Pursuant to the Court's order, the Debtor's exclusive period
within which to file a Plan and Disclosure Statement is extended
through and including Aug. 7, 2012, and the Debtor's exclusive
period to solicit and obtain acceptances of that Plan is extended
through and including Oct. 8, 2012.

                  About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


30DC INC: Launches MagCast Digital Magazine Platform
----------------------------------------------------
30 DC, Inc., founder of the online Internet marketing course THE
CHALLENGE, announced the official launch of MagCast, a digital
magazine publishing platform which recently completed a highly
successful test launch during which 93% of test subscribers
gave permission for Apple Newsstand to share user data with 30 DC,
Inc.  MagCast is now available to the public under a one-year
license for a single payment of $1,997 or three payments of $897
at http://www.magcast.co

Included in this price is MagCast's turnkey template designer,
publishing tool, and WYSIWIG editor, along with a full MagCast
educational course on everything necessary to launch a successful
magazine, including selecting a magazine niche, creating quality
content, and how to deliver a magazine app on Apple's Newsstand.
Buyers also receive a complimentary three-month subscription to 30
DC's Internet marketing program, Immediate Edge.  This program,
normally priced at $97 per month, is created to help publishers
learn techniques for marketing their magazines.

The MagCast publishing platform brings niche digital magazine
publishing to the public at an affordable price.  MagCast makes it
possible for anyone to publish on Newsstand, providing rich,
engaging and branded content that can be accessed with just a
swipe of the fingertips.

Newsstand is a standard feature on all Apple products that run iOS
5 or above, and is a mobile digital publishing and reading device.
Apple's Senior Vice President, Scott Forstall, announced at the
Worldwide Developers Conference on June 12, 2012, that Apple has
sold 365 million iOS devices to date, 80% of which run iOS 5.
This means that Newsstand's reach is at a staggering high and is
consistently growing.  Currently, Apple has approximately 3,000
titles on Newsstand, but these are generally limited to household
names, such as VOGUE, GQ, and COSMOPOLITAN.

When asked why publishers are so eager to partner with MagCast,
Edward Dale, CEO of 30 DC, replied, "The online Newsstand
marketplace is currently underserved.  We see an enormous near-
term opportunity for niche content creators worldwide who wish to
establish a presence on Newsstand.  Just to give you an example,
there are 600,000 apps available in the Apple App store, with only
3,000 magazines available on Newsstand."

Mr. Dale added, "MagCast is 'magazine publishing for the rest of
us,' allowing anyone with a niche to leverage Newsstand's
exponential growth to build an audience, gain potential sales
leads, and reach their customers through the use of interactive
content.  MagCast allows the publisher to embed videos, photos,
newsletter sign up forms, surveys, social media functionality,
and even product offers directly right within their text, making
the entire experience streamlined and easy."

MagCast is a collaboration of 30DC and Netbloo Media Ltd., who
jointly developed the concept and design of the platform.  More
information about the MagCast publishing platform can be found at
http://www.magcast.co

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.77 million
in total assets, $2.08 million in total liabilities and a $315,408
total stockholders' deficiency.

As of Dec. 31, 2011, the Company has a working capital deficit of
$1,873,000 and has accumulated losses of $3,050,100 since its
inception.  The Company's ability to continue as a going concern
is dependent upon its ability of the Company to obtain the
necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due and upon attaining profitable operations.  The Company does
not have sufficient capital to meet its needs and continues to
seek loans or equity placements to cover those cash needs.  No
commitments to provide additional funds have been made and there
can be no assurance that any additional funds will be available to
cover expenses as they may be incurred.  If the Company is unable
to raise additional capital or encounters unforeseen
circumstances, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be
limited to, issuance of additional shares of the Company's stock
to settle operating liabilities which would dilute existing
shareholders, curtailing its operations, suspending the pursuit of
its business plan and controlling overhead expenses.  The Company
cannot provide any assurance that new financing will be available
to it on commercially acceptable terms, if at all.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.


ACE HARDWARE: S&P Withdraws 'BB-' Corp. Credit Rating at Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Oak Brook, Ill.-based Ace Hardware Corp. at the
company's request. "Ace has repaid all of its rated debt, the
9.125% senior secured notes due June 1, 2016, which we had rated
'BB-' with a '4' recovery rating," S&P said.


ADVANCED COMPUTER: Status Conference Set for Aug. 8
---------------------------------------------------
The Bankruptcy Court set a status conference in the Chapter 11
case of Advanced Computer Technology, Inc., for Aug. 8, 2012, at
9:00 a.m. at Jose V Toledo Fed Bldg & Us Courthouse, 300 Recinto
Sur, 2nd Floor Courtroom 1.

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


ADVANCED COMPUTER: Sec. 341 Meeting of Creditors on July 13
-----------------------------------------------------------
The U.S. Trustee in Puerto Rico will convene a meeting of
creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Advanced Computer Technology, Inc., on July 13, 2012, at 10:00
a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, San Juan.

Proofs of claim are due in the case by Oct. 11, 2012.
Governmental proofs of claim are due by Dec. 5.

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


AHERN RENTALS: Taps GA Keen Realty as Real Estate Advisor
---------------------------------------------------------
BankruptcyData.com reports that Ahern Rentals filed with the U.S.
Bankruptcy Court a motion to retain GA Keen Realty Advisors
(Contact: Harold J. Bordwin) as real estate advisor.  The Debtor
will pay GA Keen, on a per property basis, the greater of $1,500
or 4.5% of Savings for lease negotiation fees.  For evaluation
fees, the Debtor will pay GA Keen $450 per leasehold property
evaluation, 50% payable upon the Debtor's written designation of a
property to be evaluated and 50% within five business days of the
delivery of the draft report.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AFA INVESTMENT: Has OK to Hire KCC as Administrative Agent
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted AFA Investment Inc., et al.,
permission to employ Kurtzman Carson Consultants LLC as
administrative agent, nunc pro tunc as of the Petition Date.

As reported by the Troubled Company Reporter on June 7, 2012, KCC
will, among other things, assist with the preparation of each of
the Debtors' schedules of assets and liabilities and statement of
financial affairs and any amendments or supplements.

                        About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AIDA'S PARADISE: Plan Outline Hearing Scheduled for June 25
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on June 25, 2012, at 2 p.m., to consider
adequacy of the information in the Disclosure Statement explaining
Aida's Paradise, LLC's proposed Chapter 11 Plan of Reorganization
dated March 14, 2012.

According to the Disclosure Statement, on the Effective Date, the
Plan provides that holders of allowed administrative claims will
be paid in full.  Holders of allowed unsecured priority tax claims
(except ad valorem tax claims) will be paid by the Debtor, with
interest, over a period of five years.  The holder of an allowed
secured property tax claim will retain its lien on the subject
property and be paid in full, with interest, over a period of five
years.  The Holder of a class of secured claim, TD Bank, will
retain its lien on the I-Drive Properties, and its allowed secured
claim will be paid back over time.

The class of allowed general unsecured claims will be paid a pro
rata portion of the "cash flow note."

The class of interests will retain their interest in the Debtor in
exchange for "new value" and, as such, are unimpaired.

The class of equitably subordinated claims will consist of the
claim of TD Bank that has been equitably subordinated by the Court
under Section 510(c) of the Bankruptcy Code.  TD Bank's Equitably
Subordinated Claim will be subject to the Debtor's set-off rights
due to any damages determined in the TD Bank Adversary.

To the extent the allowed amount of the equitably subordinated
claim of TD Bank exceeds a certain set-off, then in full
satisfaction for the claims, TD Bank will be paid pursuant to the
terms of the Cash Flow Note after all holders of general unsecured
claims have been paid in full.

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

The Debtor has filed a motion asking the Court to equitably
subordinate any allowed unsecured claim of TD Bank, formerly known
as Mercantile Bank because TD Bank exerted control over the
Debtor's operations and decision-making that it became a fiduciary
with respect to the Debtor.  Moreover, by harming the Debtor's
operations and its ability to generate cash and repay its
creditors, TD Bank's conduct harmed other creditors and conferred
an advantage upon itself vis-a-vis other creditors.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  The Debtor
disclosed $14,980,158 in assets and $9,323,768 in liabilities.
The petition was signed by Dr. Adil R. Elias, manager.


AMC ENTERTAINMENT: Moody's Revises Ratings Outlook to Stable
------------------------------------------------------------
Moody's Investors Service changed the rating of AMC Entertainment,
Inc. to stable from negative and affirmed its B2 corporate family
and probability of default ratings, as well as all other
instrument ratings as shown below.

AMC Entertainment Inc.

     Outlook, Changed To Stable From Negative

     Affirmed B2 Corporate Family Rating

     Affirmed B2 Probability of Default Rating

     Affirmed SGL-1 Speculative Grade Liquidity Rating

     Senior Secured Bank Credit Facility, Affirmed Ba2, LGD
     adjusted to LGD2, 16% from LGD2, 13%

     8.75% senior unsec bonds due June 2019, Affirmed B2, LGD
     adjusted to LGD4, 55% from LGD3, 48%

     9.75% Sr Sub Notes due Dec 2020, Affirmed Caa1, LGD adjusted
     LGD5, 87% from LGD5, 81%

     8% Sr Sub notes due March 2014, Affirmed Caa1, LGD adjusted
     LGD5, 87% from LGD5, 81%

Ratings Rationale

Expectations for a stronger credit and operating profile following
the proposed acquisition of AMC Entertainment by Dalian Wanda
Group Co. Ltd. (Wanda, unrated), as well as improved performance
drove the outlook revision.

AMC Entertainment intends to redeem all of its outstanding 8%
senior subordinated notes (approximately $140 million outstanding
following its tender activity throughout early 2012) with a
combination of balance sheet cash and a $50 million cash equity
contribution from Wanda, which would reduce leverage to the low 7
times range from the mid 7 times range based on results for the
year ended March 31, 2012. Furthermore, Wanda has committed to
investing $500 million in AMC's operations over time ($450 million
remaining after the $50 million earmarked for debt reduction).
Moody's believes the incremental cash could accelerate growth and
lead to lower leverage due to higher EBITDA, or be used for
incremental debt paydown, either of which would improve AMC's
credit profile. Also, given Wanda's existing cinema, real estate,
and entertainment related assets in China, Moody's considers the
company a strategic owner and a positive for the credit compared
to the existing private equity sponsors, which had been seeking an
exit from the company (as indicated by initial public offering
filings in December 2006, September 2007, and July 2010).

AMC Entertainment's B2 corporate family rating continues to
incorporate its aggressive capital structure, with leverage above
7 times debt-to-EBITDA and minimal free cash flow. This credit
profile poses challenge for operating in an inherently volatile
industry reliant on movie studios for product to drive the
attendance that leads to cash flow from admissions and
concessions. However, very good liquidity enables the company to
better manage the attendance related volatility. Also, Wanda's
commitment to invest cash in the company could boost growth and
mitigates some of the risk related to AMC Entertainment's plan to
expand its dine-in theaters. Scale and geographic diversification,
which could be enhanced with the Wanda ownership, also support the
rating. Moody's consider theatrical exhibition a mature industry
with low-to-negative growth potential, high fixed costs and
increasing competition from alternative media, and expects
attendance growth will continue to lag behind population growth
over the long term, with year to year volatility driven by the
popularity of the films. However, the industry remains viable and
stable throughout economic cycles.

The stable outlook incorporates expectations for positive free
cash flow, net of any cash equity from Wanda used for capital
expenditures rather than debt repayment, and leverage sustained in
the low 7 times range. The outlook also assumes maintenance of a
good liquidity profile and EBITDA margins in the low 30% range.

The magnitude of improvement in credit metrics required to sustain
a higher rating impedes upward ratings potential. However, Moody's
would consider a positive rating action with expectations for
sustained leverage below 6 times debt-to-EBITDA, along with
maintenance of good liquidity and continued positive free cash
flow. An upgrade would also require evidence that the company's
strategy of expanding food and beverage options and seating
upgrades is contributing positively to free cash flow.

Expectations for sustained negative free cash flow, erosion of the
liquidity profile, or inability to achieve and sustain leverage in
the low 7 times debt-to-EBITDA range could results in a downgrade.
While unexpected over the next several years, incremental debt or
distribution of cash to Wanda would also likely have negative
ratings implications.

AMC's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside AMC's core industry and
believes AMC's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Headquartered in
Kansas City, Missouri, AMC Entertainment operates 346 theaters
with 5,034 screens, primarily in the United States and Canada. Its
revenue for the fiscal year ended March 31, 2012, was
approximately $2.6 billion.


AMARANTH II: Court Dismisses Chapter 11 Reorganization Case
-----------------------------------------------------------
The Hon. Brenda H. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas dismissed the Chapter 11 case of
Amaranth II LP.

The Debtor related that there is no further reason to remain in
bankruptcy.

The Debtor explained that it was unsuccessful in its attempt to
refinance the indebtedness on the property or sell the property
but was able to resolve the dispute with the lender -- RRE VIP
Amaranth, LLC.

The resolution was memorialized in the settlement agreement filed
with the Court on Jan. 18, 2012, amended on Jan. 24, and was
approved by the Court on Feb. 17.  Pursuant to the agreement, all
unsecured creditors together with all operating expenses were paid
in full.

                       About Amaranth II LP

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  The Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner.  No official
committee of unsecured creditors has been appointed.


AMERICA WEST: Incurs $2.7 Million Net Loss in First Quarter
-----------------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.71 million on $4.06 million of total revenue for
the three months ended March 31, 2012, compared with a net loss of
$6.52 million on $3.48 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed $30.76
million in total assets, $30.66 million in total liabilities and
$94,309 total stockholders' equity.

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

                        http://is.gd/mmxgXL

                        About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company reported a net loss of $23.46 million in 2011,
compared with a net loss of $16.14 million in 2010.

Hansen, Barnett & Maxwell, P.C., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31,2011, citing working capital deficit and
significant losses which raised substantial doubt about the
Company's ability to continue as a going concern.


AMERICAN AIRLINES: $2.1-Mil. in Claims Change Hands in April
------------------------------------------------------------
Sixty-six claims totaling $2.1 million traded in the Chapter 11
bankruptcy cases of AMR Corp. and its debtor affiliates in April
2012:

a) CRT Special Investments LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Sunrise Avionics Inc.                        $64,649
   DocuCentric Corporation                        8,750
   Ricochet Fuel Distributors, Inc.              20,843
   Hanley Auto Body, Inc.                         2,346
   Inquo Enterprises                              4,137
   Comfort Suites                                 2,417

b) Sonar Credit Partners II, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   ComSec International, LLC                      9,343
   Holiday Inn LAX                                    -
   Orlando Investments Inc.                           -
   Zorch                                              -

c) TRC Master Fund LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   VF Imagewear, Inc.                           345,166
   VF Imagewear, Inc.                           364,720

d) Debt Acquisition Co. of America V, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   GCA Delivery LLC                               1,585
   Helco Safety Equipment Corp.                   2,437
   Utah Scale Center                                484
   James Cristoffel                               2,894
   Summit Handling Systems Inc.                     633

e) Claims Recovery Group LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Custom Products, Inc.                         91,546
   Graybar International Puerto Rico              2,350
   Miles Petroleum Company Inc.                   4,092
   McGean-Rohco, Inc.                            98,486
   West Chatham Hospitality Services              4,084
   John Wiley & Sons Inc.                         4,833
   McGean-Rohco, Inc.                             1,037
   Matrix Material Handling Inc.                 42,262

f) Fair Liquidity Partners, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   ACI-Lubesco                                   24,848
   Charlie's Trailer Sales & Services             2,997
   George Bray                                    4,366
   Robert W. Sparks                               3,590
   Fox Hospitality Inc.                           1,949
   Aquarius Creation Baggage Service              5,053
   Universal Protection & Maintenance                 -
   Felzenberg Bros Inc.                           1,926
   United Taxi of the Southwest                   1,941
   Global Aviation Consulting, LLC                9,898
   Ultrachem Incorporated                         1,004
   Creative Stitches Inc.                         1,036
   CPI Importers                                  5,047
   Shayan Holding Corp.                           1,372
   Rick's Pallet Company, Inc.                    8,239
   Openx Technologies, Inc.                       8,611
   Hall Trask Equipment Company                   2,675
   Steel Service Company                         25,213
   Sunset Surrey Inn-vestments LLC                1,765
   Genelco Industries, Inc.                      13,764
   Local Golf Cars, LLC                           2,369
   Emcor Services                                11,678
   Federal Pump Repair Co. Inc.                   2,819
   APO Holdings Incorporated                      7,197
   Quality Mechanical Services, Inc.             10,295
   Rent A Car, Inc.                              11,429
   Peerless Aerospace Fastener Co.                3,743
   Parks Maintenance Service, Inc.                6,837
   Ventor Corporation                             3,350
   FMA Hospitality LP II                          1,428
   Brooklyn National Deli, Inc.                   7,694
   Murray Hill East                               2,890
   Beverly Hills Limousine Service                5,345

g) Fair Harbor Capital, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Carmen Carrion                                 5,089
   Carmen Carrion                                 5,089

h) ASM SIP, L.P.

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Dematic Corp.                                433,722
   Dematic Corp.                                464,383

i) Tannor Partners Credit Fund, LP

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Red River Sanitors, Inc.                       1,043
   Ranger Air Aviation Ltd.                           -

Crawford Door Sales transferred a $359 claim to Sierra Liquidity
Fund, LLC.  UB Marketing transferred a $2,205 claim to Archon Bay
Capital, LLC.

                      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: $835,600 in Claims Change Hands in May
---------------------------------------------------------
Sixty-nine claims totaling $835,624 traded in the Chapter 11
bankruptcy cases of AMR Corp. and its debtor affiliates in May
2012:

a) CRT Special Investments LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Dawson Media Direct Inc.                          $-
   Aerospace Sealants LLC                        21,298
   A&A Electrical Supply Corporation              2,235

b) Sonar Credit Partners II, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Zorch                                              -
   Earthworks Inc.                                    -
   Sheraton Airport Plaza                             -
   Sheraton Airport Plaza                             -
   Holiday Inn International Airport                  -
   MLS Group of Companies Inc.                        -
   Rhino Assembly Corporation                         -
   Wiese Material Handling, Inc.                      -
   Cargo Airport Services USA, LLC                    -

c) Fair Harbor Capital, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   AAF-MCQUAY, Inc.                               1,525
   CHC Hotels Incorporated                          927
   CHC Hotels Incorporated                        2,316
   Howard Johnson Hotel                           1,937
   Jose R. Zayas Martinez                         1,750
   R and R Electric Motor Corporation             2,475

d) Debt Acquisition Company of America V, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Comfort Suites                                   314

e) Tannor Partners Credit Fund, LP

   Transferor                                 Claim Amt.
   ----------                                 ---------
   American Hotel Register Company                8,766
   Failure Prevention Associates                      -

f) Hain Capital Holdings, Ltd.

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Cecchetti Wine Company                             -
   AAA Air Support, Inc.                              -
   EWR Management LLC                                 -

g) ASM Capital, LP

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Clyde Machines Incorporated                   14,788
   Perficient Inc.                              118,513

h) Longacre Opportunity Fund, LP

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Fokker Services, Inc.                          5,739
   Fokker Services, Inc.                        105,504

i) Sierra Liquidity Fund, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Corporate Service Supply                         411
   Action King Enterprises, Inc.                    312
   Airworthy Aerospace                              541
   Bird Service Center                              316
   Economy Exterminators, Inc.                      520
   London Towncars, Inc.                            369
   Gas & Alloy Supply Co. Inc.                   28,139
   Gas & Alloy Supply Co. Inc.                    1,542

j) Liquidity Solutions Inc.

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Corporacion Los Hermanos                       2,175
   Industrial Distribution Group                 42,522
   Accurate Scale Company                         4,263
   Campos Skid Inc.                               5,280
   Tug Technologies Corporation                  12,106
   Tug Technologies Corporation                  14,908

k) Anthony Gullifer

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Sierra Asset Management, LLC                  28,139
   Sierra Asset Management, LLC                   1,542
   Sierra Asset Management, LLC                  10,046

l) Claims Recovery Group LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Warrenton Steel LLC                          100,391

m) Fair Liquidity Partners, LLC

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Frank Montoya DBA Roadrunner Shuttle           3,507
   Frank Montoya DBA Roadrunner Shuttle           1,530
   Letsgo Charter & Tour                          1,020
   Worldapp Incorporated                          1,553
   Grandyco Courier & Trucking Service            1,594
   Native Audio Visual, Ltd.                      1,045
   1371500 Ontario, Inc.                          1,244
   Waldwin Concessions, LLC                       3,599
   W&J Business DBA Holiday Inn Express           3,143
   Ted Kelso DBA Kelso Industries                 1,095
   Medina Pest Control Incorporated               4,766
   Blanchard Training & Development               2,269
   Airport Delivery Services                      1,137
   Transnorm System, Inc.                         3,428
   Gilchrist & Soamers                            3,506
   Holiday Inn-Birmingham Airport                 3,397
   Airport Lodging DBA Radisson Hotel             1,082
   Airport Lodging DBA Radisson Hotel               244
   Airport Lodging DBA Radisson Hotel               602

n) Corre Opportunities Fund, LP

   Transferor                                 Claim Amt.
   ----------                                 ---------
   Tenax Finishing Prods Co.                      2,019
   Jet Way Security & Investigations                  -
   GA Telesis                                   160,967
   FFC Services Inc.                             91,268

                      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: Reports May 2012 Traffic Results
---------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
reported May 2012 consolidated revenue and traffic results for its
principal subsidiary, American Airlines, Inc., and its wholly
owned subsidiary, AMR Eagle Holding Corporation.

May's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 7.3% compared to the prior year
period, driven by a strong yield environment and increased
international load factors.

The Company reported a May consolidated load factor of 83.5%, an
increase of 0.8 points versus the same period last year.
Consolidated traffic increased 0.4% year-over-year, on 0.6% lower
capacity.

Domestic traffic increased 1.0% and capacity increased 1.7%,
resulting in a domestic load factor of 85.4%, 0.6 points lower
versus the same period last year.

International load factor was 82.0%, an increase of 2.6 points
year-over-year. International capacity and traffic were 4.3% and
1.2% lower year-over-year respectively.

On a consolidated basis, the Company boarded 9.5 million
passengers in May.

A full-text copy of the May 2012 traffic result is accessible for
free at http://is.gd/5uH0nb

                      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 HERITAGE: S&P Cuts Ratings on Revenue Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services downgraded its long-term
ratings to 'BB+' from 'BBB-' on the California Municipal Finance
Authority's education revenue bonds series 2006A, and taxable
education revenue bonds series 2006A-T, issued on behalf of the
American Heritage Education Foundation project. "We have placed
the ratings on CreditWatch with negative implications," S&P said.

"The downgrades reflect our view of the Heritage Foundation's poor
financial performance in fiscal year 2011 and the subsequent weak
maximum annual debt service coverage of 0.4x (according to our
calculations), which triggered a covenant violation under the
indenture," said Standard & Poor's credit analyst Robert Dobbins.
"Although American Heritage is current on its bond payments,
according to management, it did not meet its debt service coverage
ratio covenant for fiscal year 2011. As a result, the bonds are
now in a technical default, the remedy for which, per the
indenture, is acceleration. The trustee has not yet initiated
acceleration, and it is our understanding that the trustee will
not do so, contingent upon receipt of positive results of the
charter schools' request for waiver of the covenant violation
(with 100% of bondholders approval required for the waiver),"
added Mr. Dobbins.

"The trustee is also seeking an amendment of the indenture (with
at least a majority of bondholders in aggregate principal amount
required to approve the amendment) to change the mandatory nature
of the acceleration provision upon the occurrence of a technical
default to an optional provision. We expect a bondholder decision
regarding waiver and indenture amendment within the next 90 days,
after which we will resolve the CreditWatch placement, which
reflects the possibility of accelerated payments of the bonds,"
S&P said.

"The negative CreditWatch placement reflects our view of the
upcoming bondholder vote within the next 90 days requesting they
approve a waiver of the covenant violation. We would likely lower
the rating, potentially by multiple notches, if the bondholders do
not approve the waiver of the covenant violation as this could
quickly accelerate bond repayment. In addition, if the waiver is
approved but the amendment is not, we will consider any potential
rating impact and may take further rating action," S&P said.

"Over the longer term, we may also lower the rating if the charter
schools continue to draw down cash reserves or issue a significant
amount of new debt. An upgrade is unlikely due to the uncertainty
of funding for ILP, which is a major component of the charter
schools, and our view of the schools' weak debt service coverage.
However, we may assign a stable outlook if the charter schools
meet budget for the next two fiscal years, improve MADS coverage,
and maintain current cash reserve levels," S&P said.

"American Heritage faced declines in funding during fiscal year
2011 for its high school's independent learning program (ILP),
with the state no longer paying for facilities funding for such
students. Fiscal year 2011 operations suffered as a result of this
funding cut, and an increase in expenses associated with the
expansion of American Heritage's online program (currently serving
grades 6 through 8), Digital Academy. Cash reserves remain at a
level we consider good for the rating, but they have declined
significantly from 2010 due to the decline in operations and
deferrals in state payments. Management expects bond covenants
will be met for fiscal year 2012 as a result of numerous
initiatives, including enrollment growth, a shortened school year,
and staff attrition. We expect these measures will improve
operations and bring the charter schools back into compliance with
its debt service coverage covenant," S&P said.


AMERICAN WEST: Taps Fisher & Phillips as Special Labor Counsel
--------------------------------------------------------------
American West Development, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ the law firm
of Fisher & Phillips LLP as special labor and employment counsel,
effective as of the Petition Date.

Fisher & Phillips will be paid at these hourly rates:

           Mark J. Ricciardi, Partner            $430
           Scott M. Mahoney, Partner             $425
           Anthony B. Golden, Associate          $325
           Dana B. Krulewitz, Associate          $260
           Denise M. Karpa, Paralegal            $180
           Ilene J. Hasforth, Paralegal          $180

To the best of Mr. Ricciardi's knowledge, Fisher & Phillips is a
"disinterested person" as that term is defined Section 101(14) of
the Bankruptcy Code.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.


AMSCAN HOLDINGS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Amscan Holdings Inc., including the 'B+' corporate credit rating,
on CreditWatch with negative implications, meaning it could lower
or affirm the ratings following the completion of its review.

"The CreditWatch placement follows the company's announcement that
Amscan will be acquired by Thomas H. Lee Partners in a deal valued
at about $2.7 billion. Existing investors, including Advent
International, Berkshire Partners, and Weston Presidio, will
retain minority stakes. We expect the transaction to close in the
third quarter of 2012," S&P said.

"We believe the transaction could weaken Amscan's credit metrics
because of an increase in leverage," said Standard & Poor's credit
analyst Stephanie Harter. "We had previously expected credit
measures to improve modestly and that leverage would remain below
5x in order to support the current ratings."

"Currently Standard & Poor's views Amscan's business risk profile
as 'weak' and its financial profile as 'aggressive.' Leverage of
about 4.6x at March 31, 2012, is currently in the range of
indicative ratios for an aggressive financial risk profile, which
includes leverage between 4x-5x," S&P said.

"We will resolve the CreditWatch in the next several weeks when
more information regarding the transaction and related financing
becomes available. We will then assess the company's financial
policy and the impact of the company's new capital structure on
existing ratings," S&P said.


APOLLO MEDICAL: Incurs $157,000 Net Loss in April 30 Quarter
------------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $157,356 on $1.63 million of revenue for the three
months ended April 30, 2012, compared with a net loss of $228,930
on $1.03 million of revenue for the same period during the prior
year.

The Company's balance sheet at April 30, 2012, showed
$1.57 million in total assets, $2.02 million in liabilities, and a
$456,257 total stockholders' deficit.

To date the Company has funded its operations from internally
generated cash flow and external sources, the proceeds from the
Senior Secured Note and the proceeds available from the private
placement of convertible notes which have provided funds for near-
term operations and growth.  The current operating plan indicates
that losses from operations may be incurred for all of fiscal 2013
and maturing debt in fiscal 2013 totaling $1,520,000.
Consequently, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months and
this raises substantial doubt that the Company will be able to
continue as a going concern.  The Company intends to seek to raise
additional capital through public or private equity financings,
partnerships, joint ventures, disposition of assets, debt
financings, bank borrowings or other sources of financing.

No assurances can be made that management will be successful in
achieving its plan.  If the Company is not able to raise
substantial additional capital in a timely manner, the Company may
be forced to cease operations.

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

                        http://is.gd/LrSk3I

                       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.

The Company 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.

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. .


ASARCO LLC: Wants $220MM Settlement Nixed, Claims EPA Erased Docs
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Asarco LLC asked
a Texas bankruptcy court to toss part of a $219.5 million
settlement it paid for cleanup at a Nebraska Superfund site,
claiming the U.S. Environmental Protection Agency destroyed
records that would have cleared its name.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATLANTIS OF JACKSONVILLE: Seeks Mediation of Mortgage Dispute
-------------------------------------------------------------
The Atlantis of Jacksonville Beach Inc. obtained court permission
to refer a mortgage dispute with Center State Bank to mediation
and allow the parties to attempt to resolve the issue through non-
adversarial procedures.

The Debtor said the property at issue has significant equity due
to being an entire city block on the ocean front in Jacksonville
Beach.  The property is vested with a height restriction variance
that runs with the land in perpetuity.  The height restriction
variance will allow the property to be developed as both a
restaurant and hotel of at least 11 stories.  Other properties in
the area are restricted by zoning ordinances to a maximum height
of 35 feet.

The original lender, First Guaranty Bank, was recently overtaken
by the Federal Deposit Insurance Corp. and sold to CenterState
Bank.  The change in ownership, the Debtor said, has prevented it
from attempting to informally resolve the mortgage dispute prior
to the Chapter 11 filing.  The Debtor attempted on several
occasions to contact the appropriate parties at the new lender
without success.

According to the case docket, the Debtor must file Chapter 11 plan
and Disclosure Statement by July 9, 2012.

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


ATLANTIS OF JACKSONVILLE: Court OKs Farley Grainger as Appraiser
----------------------------------------------------------------
The Atlantis of Jacksonville Beach, Inc., sought and obtained
approval from the U.S. Bankruptcy Court to employ Farley Grainger
and the firm Broom, Moody Johnson & Grainger, Inc., to facilitate
the sale or development of the Debtor's real estate property
located at 731 S. 1st St., in Jacksonville Beach, Florida.

The Appraiser is to receive a $7,000 retainer to appraise the
property and a per hour fee of $100 to $300 for any testimony or
post-appraisal services.

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

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


ATLANTIS OF JACKSONVILLE: Court Approves Bryan Mickler as Counsel
-----------------------------------------------------------------
The Atlantis of Jacksonville Beach Inc. sought and obtained
permission from the Bankruptcy Court to employ Bryan K. Mickler,
Esq., as its Chapter 11 counsel.  The Debtor will look to Mr.
Mickler to render general representation and perform other legal
services.

Mr. Mickler attests that he has no interest adverse to the Debtor
or the estate.

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


BEAU VIEW OF BILOXI: July 9 Hearing on Bid to Extend Exclusivity
----------------------------------------------------------------
The Bankruptcy Court will hold a hearing July 9, 2012 at 1:30 p.m.
over the request of Beau View of Biloxi, LLC, for an extension of
the period within which it has the exclusive right to file a
Chapter 11 plan of reorganization.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has objected to any extension of the Debtor's exclusivity periods,
saying the Debtor has filed no Monthly Operating Reports since the
case filing.  The Debtor should not receive any exclusivity
extension until the Debtor files all delinquent Monthly Operating
Reports.  Also, if necessary, the Debtor should be required to pay
all quarterly U.S. Trustee fees based on the Debtor's
disbursements for the first quarter of 2012.

The U.S. Trustee also noted that on March 23, 2012, the Court
entered an Agreed Scheduling Order that requires the Debtor timely
file MORs until the case is converted, dismissed or closed.  The
Agreed Scheduling Order also requires the Debtor file a disclosure
statement and confirmable plan on or before May 25, 2012.  At the
time the Debtor filed its motion to extend exclusivity, no
disclosure statement or plan has been filed

The U.S. Trustee also has sought dismissal of the case or
conversion of the case to Chapter 7.

As reported by the Troubled Company Reporter on May 29, 2012, the
Debtor seeks an extension of 60 days -- up to and including July
24, 2012 -- to propose a Plan and Disclosure Statement and a
concomitant extension of 60 days within which to obtain Plan
confirmation.

                     About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


BEHRINGER HARVARD: Has Interim OK to Use Cash Through June 25
-------------------------------------------------------------
Behringer Harvard Frisco Square LP and its affiliated debtors,
BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, BHFS Theater
LLC, obtained interim permission to use cash securing their
obligations to their prepetition lenders.

The Court will hold a second interim hearing on the cash used on
June 25, 2012, at 11:00 a.m.

The Debtors said in court papers that, without an immediate
ability to use Cash Collateral, they do not have other sufficient
cash and funds to carry on the operation of their businesses, to
pay employees, pay vendors and service providers, and to protect
their property.  Absent an immediate use of Cash Collateral, the
Debtors and their estates will suffer immediate and irreparable
injury.

Four debtors -- BHFS I LLC, BHFS II LLC, BHFS III LLC, and BHFS IV
LLC -- owed Bank of America, N.A., as agent for itself and for
Regions Bank, $43.8 million under a syndicated loan.  BofA and
Regions Bank assert a first lien on the Four Debtors' assets.

BHFS Theater owed Bank of America $4.6 million under a separate
loan.  BofA asserts a first lien on BHFS Theater's assets.  BofA
and Regions Bank, as lenders under the syndicated loan, assert a
second lien on BHFS Theater's assets.

The Debtors' loans matured in January 2012, and the lenders
accelerated all obligations in February 2012.  The Debtors have
proposed multiple restructuring mechanisms to their senior secured
lenders which, due mostly to the lenders' internal disagreements,
have not led to any meaningful progress.  An inability to
refinance their obligations in light of market conditions, and the
continued and severe downturn in the commercial real estate
markets have led the Debtors to file for Chapter 11 to restructure
their obligations, reorganize their businesses, preserve going
concerns, and maximize the returns for all creditors and
stakeholders.

                            About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq. --
gbarber@krcl.com and dritter@krcl.com -- at Kane Russell Coleman &
Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger -- keith.aurzada@bryancave.com and
john.leininger@bryancave.com -- at Bryan Cave.


BEHRINGER HARVARD: Freese and Nichols Leasing Office Space
----------------------------------------------------------
BHFS II LLC seeks authority from the Court to enter into a new
office lease agreement, in its capacity as landlord, with Freese
and Nichols, Inc., as tenant.

BHFS II will lease to Freese and Nichols 2,368 square feet --
Suite 200 -- of nonresidential real property located at 6136
Frisco Square Blvd., in Frisco, Texas, for a duration of 42 months
beginning on July 1, 2012.  Under the terms of the Office Lease,
Freese and Nichols is obligated to make regular monthly lease
payments to BHFS II, including, but not limited to, this payment
schedule:

     Months                                       Monthly Rent
     ------                                       ------------
The Commencement Date through the last day
   of Month 16                                      $4,538.67
Months 17 though 28                                 $4,637.33
Months 29 through 40                                $4,736.00
Months 41 through 42                                $4,834.67

                            About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger, Esq., at Bryan Cave.


BEHRINGER HARVARD: Sec. 341 Creditors' Meeting Set for July 6
-------------------------------------------------------------
The U.S. Trustee in Tyler, Texas, will hold a meeting of creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of
Behringer Harvard Frisco Square LP and its affiliated debtors,
BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, and BHFS
Theater LLC, on July 6, 2012, at 1:30 p.m. at Southfork Hotel 341
meeting.

Proofs of claim are due by Oct. 4, 2012.  Government proofs of
claim are due by Dec. 10.

                            About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger, Esq., at Bryan Cave.


BICENT HOLDINGS: Moelis & Company Approved as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Bicent Holdings LLC, et al., to employ Moelis & Company LLC as
financial advisor and investment banker.

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

                       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 percent-
owned by Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

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.


BICENT HOLDINGS: Paul Weiss OK'd as Special Corporate Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Bicent Holdings LLC, et al., to employ Paul, Weiss, Rikfind,
Wharton & Garrison LLP as special corporate and transaction
counsel.

Paul Weiss will assist the Debtors in connection with:

   i) the possible sale of certain assets, including negotiating
      and drafting any corporate documents related to the sale;

  ii) the negotiation and drafting of appropriate corporate
      documents with respect to the consummation of a Plan of
      Reorganization;

iii) financing, including advising the Debtors in connection with
      their debtor-in-possession financing and the refinancing or
      conversion of the DIP financing into an exit facility and
      drafting any corporate documents related to the DIP
      financing or exit financing; and

  iv) general corporate matters.

The Court also ordered that abent further order of the Court, the
hourly rates charged by Paul Weiss will not exceed $995 per hour
on an interim basis, provided that, Paul Weiss reserves the right
to seek approval of compensation at its normal billing rates for
those of its attorneys whose billing rates exceed $995 per hour in
its final application.

                       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 percent-
owned by Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

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.


BICENT HOLDINGS: Young Conaway Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Bicent Holdings LLC, et al., to employ Young Conaway Stargatt &
Taylor, LLP as counsel.

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

                       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 percent-
owned by Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

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.


BIOLIFE SOLUTIONS: Enters Into Third Amendment to Monte Lease
-------------------------------------------------------------
BioLife Solutions, Inc., entered into a Third Amendment to Lease
with Monte Villa Farms LLC to enlarge the premises leased by the
Company, extend the term of the lease, dated as of Aug. 1, 2007,
and to make other modifications to the terms and conditions of the
Original Lease, as amended by the First Amendment to Lease,
entered into by the Company and Landlord on and dated as of
Nov. 4, 2008, and the Second Amendment to Lease, entered into by
the Company on March 3, 2012.

The premises leased pursuant to the Original Lease consisted of
approximately 4,366 rentable square feet of space in the building
located at 3303 Monte Villa Parkway, Bothell, Washington.  The
Company leased an additional 5,798 rentable square feet of space
in the Building pursuant to the First Lease Amendment.  The Second
Lease Amendment expanded the premises leased by the Company from
the Landlord to approximately 20,462 rentable square feet.  The
Third Lease Amendment expanded the premises to 20,761 rentable
square feet.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $13.29 million in total liabilities and a
$11.43 million in total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.


BLUEGREEN CORP: Turns Down Diamond's Proposal to Buy 100% Equity
----------------------------------------------------------------
The Board of Directors of Bluegreen Corporation received a letter
from Diamond Resorts Corporation which contained a proposal
subject to stated terms and conditions to acquire 100% of the
outstanding equity of the Company at a price of $6.25 per share in
cash.  The proposal was expressly contingent on satisfactory due
diligence and obtaining sufficient financing.

The Special Committee of the Board of Directors of the Company
made a determination and informed Diamond on June 18, 2012, of its
determination that the proposal did not constitute, and was not
likely to result in, a Superior Proposal as defined in the Merger
Agreement between the Company and BFC Financial Corporation, which
owns 54% of the Company's outstanding equity.

It was noted that the Company had previously entered into a non-
binding letter of intent relating to the acquisition of the
Company by Diamond on July 21, 2008.  Pursuant to that letter of
intent the Company granted Diamond an exclusive right of
negotiation initially for approximately two months but later
extended to Nov. 15, 2008, during which time Diamond had the
opportunity to conduct extensive due diligence.  On Oct. 17, 2008
the Company was advised that Diamond had not secured financing and
abandoned its proposal.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss attributable of $43.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.06 billion in total assets, $757.74 million in total
liabilities and $309.80 million in total stockholders' equity.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BNC FRANCES: Has Access to JPMCC Cash Collateral Until June 29
--------------------------------------------------------------
The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas signed an agreed order authorizing BNC
Frances Villas, L.P., to use cash collateral of its secured
lender, JPMCC 2007-CIBC19 Frances Way, LLC until June 29, 2012.

The Debtor would use the cash collateral, solely to pay the
ordinary and necessary operating expenses of the property --
Frances Way Villas apartment complex located at 900 Frances Way,
Richardson, Texas.  The Debtor is authorized to make expenditures
with monthly expenses for any line item up to but not greater than
110% of the amount budgeted for such line item in the applicable
month, and with total monthly expenses being up to but not greater
than 105% of the total budget for each the month during the cash
collateral period.

As of the Petition Date, in the aggregate total amount of at least
$8,549,913 for unpaid principal and accrued but unpaid interest,
fees, and any and all amounts owed by Debtor to lender under the
indebtedness documents.

Pursuant to the stipulation, the budget may be amended or extended
from time to time without further order of the Court upon the
prior written agreement of Debtor and lender, and the amended
budget will become the budget under the order, provided, however,
that if Debtor and lender amend or supplement the budget, the
Debtor will file with the Court a notice of the amended or
supplemented budget and attach the amended or supplemented budget
to the notice.

As partial adequate protection of lender's interest in the
prepetition collateral and cash collateral, lender is granted
replacement liens and security interests in and upon all of the
properties and assets of Debtor.

The Debtor will also pay to lender interest on the prepetition
indebtedness, in the monthly amount of $45,837.

Additionally, lender will have the right to credit bid
with respect to the prepetition collateral.

                        About BNC Frances

BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition
(Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on
April 2, 2012, to halt a foreclosure sale of its property.  BNC
owns and operates the Frances Way Villas Apartments in Richardson,
Texas.  BNC, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B).

Judge Barbara J. Houser presides over the case.  Eric A. Liepins,
P.C., serves as the Debtor's counsel.  The Debtor disclosed
$11,072,048 in assets and $9,292,375 in liabilities as of the
Chapter 11 filing.


BNC FRANCES: Plan Outline Hearing Scheduled for July 2
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on July 2, 2012, at 9 a.m., to consider adequacy
of information in the Disclosure Statement explaining the terms of
BNC Frances Villas, L.P.'s Plan of Reorganization dated May 25,
2012.

According to the Disclosure Statement, the Plan provides that the
Reorganized Debtor will continue in business.  The Plan will break
the existing claims into 6 categories of claimants.  These
claimants will receive cash payments over a period of time
commencing upon the Effective Date.  The funds from continued
operations will be used by the Debtor to maintain the Property and
make Plan payments.

Under the Plan, among other things:

      Class 3 Claimants (Allowed Secured Claim of JPMCC 2007-CIBC
19 Frances Way, LLC: the Lender's debt will be amortized over 300
monthly payments but will be payable commencing on the Effective
Date in 59 equal monthly payments of $47,526 and one payment on
the 60th month after the Effective Date of all outstanding
principal and interest.

      Class 4 Claimants (Allowed Unsecured Creditors of non-
insiders): will be paid 100% of their Allowed Claim in 60
payments.

      Class 5 (Unsecured Creditors of Insiders): will be satisfied
as:  will receive their pro rata portion of payments made by the
Debtor into the Class 5 Creditors Pool, after payments to the
class 2, 3 and 4 creditors have been completed.  The Debtor will
make 60 equal monthly payments commencing on the after the
completion of all payments required to be paid to the Class 2, 3
and 4 creditors of $1,000 per month.  The Debtor believes the
class 5 class will consist of the claims of Barry S. Nessbaum Co.,
Watersong Apartments LP, and Dallas Bayou Bend, Ltd.  The total
amount of the Class 5 claims will be approximately $600,000.  The
class 5 creditors will receive approximately 10% of their claims.

      Class 6 (Current Equity Holders): will retain their current
ownership interests.

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

                        About BNC Frances

BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition
(Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on
April 2, 2012, to halt a foreclosure sale of its property.  BNC
owns and operates the Frances Way Villas Apartments in Richardson,
Texas.  BNC, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B).

Judge Barbara J. Houser presides over the case.  Eric A. Liepins,
P.C., serves as the Debtor's counsel.  The Debtor disclosed
$11,072,048 in assets and $9,292,375 in liabilities as of the
Chapter 11 filing.


BON-TON STORES: Fitch Junks Rating on $329-Mil. Senior Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR5' rating to the $329 million
10 5/8% senior second lien secured notes due July 2017 issued by
The Bon-Ton Department Stores, Inc.  It has simultaneously
downgraded the remaining $135 million 10 1/4% senior unsecured
notes due March 2014 to 'CC/RR6' from 'CCC/RR5'.

On June 4, 2012, The Bon-Ton Stores (Bon-Ton) announced its plans
to refinance its $464 million 10 1/4% senior unsecured notes due
March 2014 through an exchange offer, replacing them with 10 5/8%
senior second-lien secured notes due July 2017.  Eligible holders
that validly tendered their notes by June 15, 2012 (the 'Early
Deadline') would receive $1,000 in principal amount of the new
notes per $1,000 principal amount of old unsecured notes, which
included a 'Consent and Early Tender Payment' of $30 in principal
amount of the new notes.  For any old notes tendered after the
Early Deadline, eligible holders will receive $970 in principal
amount of New Notes per $1,000 principal amount of Old Notes.

As of June 15, 2012, approximately $329.4 million principal amount
of Old Notes had been tendered in the recent Exchange Offer,
representing approximately 71.0% of the outstanding Old Notes.

The ratings continue to reflect below industry-average comparable
store sales trends and operating profitability.  The company's
comparable store sales trends have been negative for eight of the
past 10 years, and have been consistently weaker than its peers in
the moderate department store space.  In 2011, comp store sales
declined 3%, and Fitch attributes the decline to merchandising
mishaps, high apparel costs that negatively affected consumer
spending, and to market share losses to stronger peers such as
Macy's, which has been posting positive mid-single-digit comps
over the past eight quarters.

Fitch expects that leverage (adjusted debt/EBITDAR) will increase
to mid 6.0x in 2012 and be potentially higher in 2013/2014 unless
Bon-Ton can reverse the negative same store sales trends.  Free
cash flow before any one-time gains (such as the $50 million one-
time payment for its new credit card agreement this summer) is
expect to be flat to slightly positive this year.

The issue ratings are derived from the Issuer Default rating (IDR)
and the relevant Recovery Rating, based on Fitch's recovery
analysis that placed a liquidation value under a distressed
scenario of approximately $808 million as of April 28, 2012.  Bon-
Ton's senior secured credit facility is rated 'BB-/RR1',
indicating outstanding recovery prospects (91%-100%) in a
distressed scenario.  The facility is secured by a first lien on
substantially all of the assets (mainly consisting of inventory)
of the borrowing entities and guarantors, except for certain
mortgaged real property supporting the mortgage loan facilities.

The new senior secured notes, which have a second lien on the
assets that support the credit facility, are rated 'CCC/RR5', and
are considered to have below-average recovery prospects (11%-30%).
Therefore, unsecured claims based on this waterfall are considered
to have poor recovery prospects (1%-10%) and the remaining $135
million in unsecured notes are rated 'CC/RR6'.  Having said that,
Fitch expects Bon-Ton to be able to pay down the remaining
unsecured notes through a combination of drawing down on its
credit facility and FCF.

The $240 million mortgage loan facility due March 6, 2016 is rated
'B/RR3', indicating good recovery prospects (51%-70%).  The
facility is secured by mortgages on 23 stores and one distribution
center.  These properties are owned by bankruptcy-remote special
purpose entities.

Fitch has taken the following rating actions:

The Bon-Ton Stores, Inc.

  -- IDR affirmed at 'B-'.

The Bon-Ton Department Stores, Inc.

  -- IDR affirmed at 'B-';
  -- $625 million senior secured credit facility affirmed at 'BB-/
     RR1';
  -- Second lien secured notes assigned 'CCC/RR5';
  -- Senior unsecured notes downgraded to 'CC/RR6' from 'CCC/RR5'.

Bonstores Realty One and Two, LLC

  -- IDR affirmed at 'B-';
  -- $230 million mortgage loan facility affirmed at 'B/RR3'.

The Rating Outlook is Negative.


BON-TON STORES: CCPA with Capital One to Cease by July 24
---------------------------------------------------------
The Bon-Ton Stores, Inc., and Capital One, National Association,
entered into a Seventh Amendment to the Credit Card Program
Agreement under which Capital One would issue credit cards to the
Company's customers and compensate the Company for sales made on
the cards.  Capital One is the assignee to the CCPA originally
entered into between Bon-Ton Stores and HSBC Bank Nevada, N.A., on
June 20, 2005.

The Seventh Amendment provides that the term of the CCPA, which
would have terminated on June 20, 2012, will be extended to
July 24, 2012, which is the date on or prior to which Capital One
and Alliance Data Systems Corporation are currently targeting to
complete the transfer of existing private label credit card
accounts.

On Dec. 16, 2011, the Company entered into a Private Label Credit
Card Program Agreement with World Financial Network Bank, a bank
subsidiary of Alliance Data Systems Corporation.  The ADS Program
Agreement commencement date will be the date of transfer to ADS,
pursuant to a purchase agreement between ADS and HSBC, of
ownership of the existing private label credit accounts issued
under the CCPA.

A copy of the Seventh Amendment is available for free at:

                        http://is.gd/svdkBO

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company's balance sheet at April 28, 2012, showed $1.62
billion in total assets, $1.53 billion in total liabilities and
$91.77 million in total shareholders' equity.

                          *     *     *

As reported by the TCR on June 7, 2012, Moody's Investors Service
affirmed The Bon-Ton Stores, Inc.'s Corporate Family Rating at
Caa1 and lowered the company's Probability of Default Rating to
Caa3 from Caa1.

The rating action reflects the company's announcement that it has
proposed to exchange a newly issued series of second lien notes
due 2017 for its existing unsecured notes due in 2014.  In Moody's
opinion in this exchange offer, if concluded, would constitute a
distressed exchange, as this transaction results in an extension
of debt maturities to address the company's near term debt
refinancing needs in the context of the company's high debt burden
and weak competitive position as reflected in its Caa1 Corporate
Family Rating.


BON-TON STORES: Eight Directors Elected at Annual Meeting
---------------------------------------------------------
The Bon-Ton Stores, Inc., held its annual meeting of shareholders
at which five proposals were presented to the Company's
shareholders for consideration.  At the annual meeting,
shareholders:

     (a) elected eight directors to hold office until the 2013
         Annual Meeting of Shareholders and until their respective
         successors have been elected;

     (b) approved the Amendment and Restatement of The Bon-Ton
         Stores, Inc., Cash Bonus Plan;

     (c) approved the Amendment and Restatement of The Bon-Ton
         Stores, Inc., 2009 Omnibus Incentive Plan;

     (d) approved, on an advisory basis, the compensation of the
         named executive officers of the Company; and

     (e) ratified the appointment of KPMG LLP as the Company's
         independent registered public accounting firm for the
         year ending Feb. 2, 2013.

The eight directors elected to the Board of Directors were:

    (1) Lucinda M. Baier;
    (2) Byron L. Bergren;
    (3) Philip M. Browne;
    (4) Marsha M. Everton;
    (5) Michael L. Gleim;
    (6) Tim Grumbacher;
    (7) Brendan L. Hoffman; and
    (8) Todd C. McCarty.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

                          *     *     *

As reported by the TCR on June 7, 2012, Moody's Investors Service
affirmed The Bon-Ton Stores, Inc.'s Corporate Family Rating at
Caa1 and lowered the company's Probability of Default Rating to
Caa3 from Caa1.  The rating action reflects the company's
announcement that it has proposed to exchange a newly issued
series of second lien notes due 2017 for its existing unsecured
notes due in 2014.


BONDS.COM GROUP: Issues 66 Units to Daher Bonds, et al.
-------------------------------------------------------
As previously reported by Bonds.com Group, Inc., on Dec. 5, 2011,
the Company entered into a Unit Purchase Agreement with Daher
Bonds Investment Company, Mida Holdings, Oak Investment Partners
XII, Limited Partnership, GFINet Inc., and certain other
investors.  Pursuant to the Unit Purchase Agreement, among other
things, on Dec. 5, 2011:

    (a) the Company sold to DBIC, Mida, Oak, GFI and certain other
        investors an aggregate of 100 units, with each unit
        comprised of 100 shares of the Company's Series E-2
        Convertible Preferred Stock and warrants to purchase
        1,428,571 shares of the Company's common stock, for a
        total purchase price of $10,000,000; and

    (b) the Company agreed to sell, and DBIC, Mida, Oak, GFI and
        certain other investors agreed to purchase, an additional
        66 Units for an aggregate purchase price of $6,600,000.

The Additional Closing was conditioned upon the satisfaction or
waiver of certain closing conditions, including the conditions
that (a) the Company's gross operating revenue for any month
ending on or prior to June 30, 2012, is at least $800,000, and (b)
the Company's operating losses for the same month are less than
$200,000.


On June 8, 2012, the Company, DBIC, Mida, Oak, GFI, Bonds MX, LLC,
and XOL Holding S.A.L. entered into a letter agreement pursuant to
which the Financial Performance Condition was waived.  As a
result, on June 8, 2012, the Additional Closing was consummated
and the Company issued the 66 Units contemplated by the Unit
Purchase Agreement, as well as one additional Unit to Bonds MX,
LLC, an investor that exercised its preemptive rights under the
Company's prior Series D Stockholders' Agreement.  Edwin L.
Knetzger, III, a member and chairman of the Company's Board of
Directors, is a significant equity owner in Bonds MX, LLC.

In connection with the Additional Closing under the Unit Purchase
Agreement, on June 8, 2012, the Company issued 67 Units, comprised
of 6,700 shares of Series E Preferred and Common Stock Warrants to
purchase 95,714,289 shares of our common stock for an aggregate
purchase price of $6,700,000 to DBIC, Mida, Oak, GFI, Bonds MX,
LLC and XOL Holding S.A.L.

                      About Bonds.com Group

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

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

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.62 million
in total assets, $14.85 million in total liabilities and a $5.23
million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BROADVIEW NETWORKS: S&P Cuts CCR to 'CCC-' on Note Maturity Risk
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Broadview Networks Holdings Inc. "We lowered our corporate credit
rating on the company two notches to 'CCC-' from 'CCC+'. The
outlook is negative," S&P said.

"We also lowered our rating on the company's $300 million senior
secured notes due Sept. 1, 2012 to 'CC' from 'CCC'. The recovery
rating remains unchanged at '5', indicating our expectation for
modest (10%-30%) recovery of principal and interest in the event
of a payment default," S&P said.

"The downgrade reflects the risks associated with the company's
near-term maturity of $300 million of notes due Sept. 1, 2012,"
explained Standard & Poor's credit analyst Catherine Cosentino.
"Given that the company's cash, certificates of deposit, and
investment securities collectively totaled $25 million as of March
31, 2012, and our expectations for no more than modest levels of
free operating cash flow (FOCF) over the next year, we believe the
company does not have the financial capacity to repay this debt
from its existing cash sources," S&P said.

"We therefore believe there is high risk of either a payment
default or a financial restructuring which we would consider a
distressed exchange," added Ms. Cosentino.

"The ratings on Broadview primarily reflect its 'weak' liquidity,
given the secured notes maturity. The company also faces
competitive pressures in its markets and the adverse impact of the
still-sluggish U.S. economy on telecom spending by many of its
retail and wholesale customers, as well as its 'highly leveraged'
financial risk profile. Standard & Poor's considers Broadview's
business risk profile 'vulnerable,' and incorporates the
competitive threats from much larger, financially stronger
incumbent telephone companies -- especially Verizon Communications
Inc. -- in Broadview's customer footprint," S&P said.

"Although Broadview has provided tailored communications services
and customer care," said Ms. Cosentino, "we anticipate that there
could be accelerated marketing to its customer base by Verizon. In
our view, this could pressure Broadview's prices and profit
margins."

"The outlook is negative. We would lower the rating if the company
defaults on its obligations or enters into a financial
restructuring of the notes issue which we would view as a
distressed exchange and thus tantamount to a default. We would
then lower the corporate credit rating to 'SD' and the issue
rating to 'D'. Upon completion of any distressed exchange, we
would reassess the rating, and potentially reassign corporate
credit and issue-level ratings based on the new terms and debt
amounts outstanding. If the company instead refinances the notes
through a new issuance of debt and eliminates the threat of near-
term maturities, we could raise the rating but likely no higher
than 'B-', given the competitive challenges facing the company,"
S&P said.


CARBON ENERGY: Court Approves McDonald Carano as Counsel
--------------------------------------------------------
Kelvin J. Buchanan, the Chapter 11 Trustee in the bankruptcy case
of Carbon Energy Holdings LLC and Carbon Energy Reserve Inc.,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Kaaran E. Thomas, Sylvia Harrison, and Lisa Wiltshire
together with other partners and associates of McDonald Carano
Wilson LLP as bankruptcy counsel.

The scope of MCW's services will include assistance in negotiation
and preparation of sales, examination and preparation of records
and reports required by the Bankruptcy Code, Federal Rules of
Bankruptcy Procedure and Local Bankruptcy Rules; preparation of
motions, applications, orders and other pleadings; identification
of claims and causes of action assertable by the Debtors and their
Estates; examination of claims against the Estates; assisting the
Chapter 11 Trustee Trustee in his negotiations with Debtors and
other parties-in-interest; and other legal matters as may arise in
connection with the Trustee duties.

The firm's rates are:

  Personnel                                Rates
  ---------                                -----
  Ms. Thomas                               $450
  Ms. Harrison                             $375
  Ms. Wiltshire                            $250
  For other partners/ associates           $225 to $450

MCW attests that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                  About Carbon Energy Holdings

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CARTER'S GROVE: Can Obtain $75,000 for Emergency Property Repairs
-----------------------------------------------------------------
The Hon. Frank J. Santoro of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized, in a final order, Stanley
J. Samorajczyk, the Chapter 11 trustee for Carter's Grove, LLC, to
obtain postpetition, secured, superpriority financing amounting to
$75,000 from The Colonial Williamsburg Foundation.

The trustee would use the money for (i) funding emergency repairs
to the Debtor's property, Carter's Grove, an historic mansion and
475 acre property located in James City County, Virginia, (ii)
payment of critical administrative expenses, and (iii) obtaining
liability insurance, automobile insurance and workers'
compensation insurance on the Property.

Given the Debtor's current financial condition and capital
structure, the Debtor is unable to obtain sufficient unsecured
credit allowable under 11 U.S.C. Sec. 503(b) as an administrative
expense.

CWF has agreed to loan the Debtor funds to commence the emergency
repairs and to obtain the aforementioned insurances for the
Property subject to obtaining a first priority perfected priming
lien on and security interest in the Debtor's property.

The DIP Financing will accrue interest at a fixed rate of 6% per
annum until paid in full.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant CWF a superpriority
administrative claim against the Debtor's estate.

In a separate order, the Court, on March 27, denied the Debtor's
motion (a) approving settlement agreement; (b) authorizing he
Debtor to obtain postpetition financing and related relief; and
(c) approving sale process of the Debtor's real property.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  Conway
MacKenzie, Inc., serves as financial restructuring advisors to
assist it during the Chapter 11 case, and perform other consulting
services necessary to the Debtor's continuing operations.  In its
schedules, the Debtor disclosed $21.2 million in assets and
$12.5 million in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.

On April 4, 2012, the U.S. Trustee appointed Stanley J.
Samorajczyk as Chapter 11 trustee of the Debtor's estate.  The
trustee tapped McNamee Hosea Jernigan Kim Greenan & Lynch, P.A.,
and Willcox & Savage, P.C., as his co-counsels.


CATALYST PAPER: Court Sets June 25 Meeting With Creditors
---------------------------------------------------------
Catalyst Paper has received approval from the Supreme Court of
British Columbia for additional meetings of its secured and
unsecured creditors to consider the further amended Plan of
Arrangement (the Amended Plan) under the Companies' Creditors
Arrangement Act.  The Meetings to consider the Amended Plan will
be held on June 25, 2012 at 10:00 a.m. for Unsecured Creditors
(including holders of Unsecured Notes and General Unsecured
Claims) and 11:00 a.m. for First Lien Noteholders at Delta
Vancouver Airport Hotel, 3500 Cessna Drive, Richmond, BC.

The Court order provides that all votes (whether in person or by
proxy) cast in respect of the previous plan of arrangement at the
meetings of secured and unsecured creditors of Catalyst Paper held
on May 23, 2012 (the Prior Meetings) will be deemed to be voted as
they were voted at the Prior Meetings (in favour of or against, as
applicable) the Amended Plan at the Meetings unless revoked.
Please see below for information on how to revoke a proxy.  The
Court order also provides that all cash elections filed in
connection with the Prior Meetings will be deemed to be filed in
connection with the Meetings unless revoked.

The record date for voting at the Meetings is the same as for the
Prior Meetings; March 16, 2012.

            The Amendments to the Plan of Arrangement

As previously announced, the principal change to the plan of
arrangement is the compromise of entitlements under certain
extended health benefits plans for former salaried employees of
Catalyst that were not to be compromised under the prior plan of
arrangement.  Other changes to the plan of arrangement are changes
necessary to reflect the new timing for creditor approval of the
Amended Plan.

Pursuant to the Amended Plan, all claims in connection with the
elimination of the extended health benefits will be General
Unsecured Claims and holders of such claims will receive the same
treatment (other than that they will not be considered Convenience
Creditors and are not entitled to file a Cash Election) as and
will be entitled to vote with all other General Unsecured Claims
under the Amended Plan.  Catalyst has been advised that there is
substantial support for the Amended Plan by the holders of the
extended health benefits claims that will be compromised under the
Amended Plan.  In addition, certain holders of Unsecured Notes who
previously voted against the plan of arrangement or did not vote
on the plan of arrangement have indicated that they will support
the Amended Plan.

As previously announced, Catalyst has proposed modifications to
its salaried pension plan to provide for a special portability
election option and solvency funding relief which require
provincial government approval.  The Minister of Finance has
confirmed that he is prepared to submit the proposal to Cabinet
for its consideration with a recommendation in favour.  The
implementation of the Amended Plan is conditional on obtaining
regulatory approval to the above modification.  The company
estimates that it would save approximately $7 million annually if
these modifications were implemented following a successful plan
of arrangement.

                         Required Approvals

Implementation of the Amended Plan will be subject to the
requisite approval by Catalyst Paper's secured and unsecured
creditors at the Meetings to be held on June 25, 2012, the
approval of the Court and, to the extent applicable, the approval
of the United States Bankruptcy Court for the District of
Delaware.  In the event the Amended Plan is not approved at the
Meetings, Catalyst Paper will continue working towards a sale
transaction in accordance with the court-approved sale and
investor solicitation procedures.

                            Conditions

Implementation of the Amended Plan remains subject to a number of
other conditions including a condition that Catalyst Paper shall
have entered into agreements with respect to a new ABL Facility
and, if necessary, Exit Facility, satisfactory to the Majority
Initial Supporting Noteholders, in consultation with the Initial
Supporting Unsecured Noteholders.  The conditions are set out in
the Amended Plan and in the Circular.  Please see below for
information as to how to obtain a copy of these documents. Under
the Amended Plan, each of these conditions must be satisfied
within 45 days of the date of the Sanction Order unless such
condition is waived or the date for fulfillment is extended in
accordance with the provisions of the Amended Plan.

                         Revoking a Proxy

Individuals who have already submitted a proxy may revoke their
proxy by delivering to the Monitor a document in the form provided
by the Monitor specifying that the proxy is revoked that is signed
by the individual or the individual's attorney duly authorized in
writing.

Creditors who are not individuals who have already submitted a
proxy may revoke their proxy by delivering to the Monitor a
document in the form provided by the Monitor specifying that the
proxy is revoked that is signed by a duly authorized officer or
attorney thereof.

Holders of First Lien Notes and Unsecured Notes who wish to change
voting instructions previously given should contact Globic
Advisors, Inc. at One Liberty Plaza, 23rd Floor, New York, NY
10006, phone:  212-227-9699, facsimile: 212-271-3252 or email:
rstevens@globic.com for additional information.

                     Revoking a Cash Election

Holders of General Unsecured Claims in excess of $10,000 who
previously filed an election (Cash Election) to receive cash for
their General Unsecured Claim may revoke their Cash Election by
contacting the Monitor as follows:

Individuals who have already submitted a Cash Election may revoke
their Cash Election by delivering to the Monitor a document
specifying that the Cash Election is revoked that is signed by the
individual or the individual's attorney duly authorized in
writing.

Creditors who are not individuals who have already submitted a
Cash Election may revoke their Cash Election by delivering to the
Monitor a document specifying that the Cash Election is revoked
that is signed by a duly authorized officer or attorney thereof.

Such documents must be delivered prior to the commencement of the
Meetings to the Monitor at:

         PRICEWATERHOUSECOOPERS INC.
         250 Howe Street, Suite 700
         Vancouver, British Columbia, V6C 3S7
         Attn: Patricia Marshall
         Tel: 604-806-7070
         E-mail: catalystclaims@ca.pwc.com

                     About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CLARE AT WATER: Judge Timothy Barnes Now Handles Bankruptcy Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in an administrative order No. 12-07, reassigned the Chapter 11
case of Clare at Water Tower from Judge Susan Pierson Sonderby to
Judge Timothy A. Barnes.

                  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.

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.


CLEARWIRE CORP: Intel Has 15.7% Stake as of June 8
--------------------------------------------------
Intel Corporation disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that, as of June 8, 2012, it
beneficially owns 94,076,878 shares of Class A common stock of
Clearwire Corporation representing 15.7% of the shares
outstanding.

Intel does not directly own any shares of Class A Common Stock of
the Company.  As of June 19, 2012, by reason of the provisions of
Rule 13d-3 under the Act, Intel is deemed to beneficially own and
to share voting and investment power with respect to 94,076,878
shares of Class A Common Stock that are beneficially owned as
follows:

   * 28,432,066 shares of Class A Common Stock that are
     beneficially owned as follows: 25,098,733 shares of Class A
     common stock that are held of record by Intel Capital and
     3,333,333 shares of Class A common stock that are held of
     record by Intel Cayman; and

   * 65,644,812 shares of Class A common stock that are
     beneficially owned as follows: 65,644,812 shares of Class B
     common stock and Class B Common Units that are held of record
     by Intel Entity A.

Each share of Class B Common Stock, together with one Class B
Common Unit, is exchangeable at any time at the option of the
holder, into one fully paid and nonassessable share of Class A
common stock of the Company.

A copy of the amended filing is available for free at:

                        http://is.gd/FHALFs

                   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."


CONSOLIDATED CONTAINER: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Consolidated Container. "At the same time, we
removed the ratings from CreditWatch, where they had been placed
with negative implications on May 31, 2012. The outlook is
stable," S&P said.

"We assigned a 'B' issue-level rating and '3' recovery rating to
the proposed $370 million senior secured first-lien term loan due
2019. The '3' recovery rating reflects our expectation for a
meaningful (50% to 70%) recovery in the event of a payment
default," S&P said.

"We also assigned a 'CCC+' issue-level rating and '6' recovery
rating to the proposed $250 million in senior unsecured notes due
2020. The '6' recovery rating reflects our expectation for a
negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

"The $370 million senior secured first-lien loan and $250 million
in senior unsecured notes and about $180 million in equity from
Bain Capital will fund the purchase of outstanding equity and pay
off existing debt of about $554 million with the remainder applied
toward the payment of transaction fees and expenses," S&P said.

"The company will also have a new $125 million asset-backed
revolving credit facility, which we do not rate," S&P said.

"After the completion of the transaction, we expect leverage to be
about 6x and a ratio of funds from operations (FFO) to total
adjusted debt of approximately 12%. Although we would continue to
view the financial profile as highly leveraged, we expect
favorable operating trends and an improving financial profile to
support a stable outlook. Based on our scenario forecasts, we
expect leverage to improve gradually toward 5x and FFO-to-total-
adjusted-debt will be flat to modestly better in the next few
years through increased volumes, rationalization of low margin
operations, and various cost reduction efforts," S&P said.

"The ratings on Consolidated Container Co. LLC and its wholly
owned subsidiary, Consolidated Container Capital Inc., reflect the
company's stable operating performance, adequate liquidity,
positive free cash flow generation, and a financial profile
consistent with the rating," said Standard & Poor's credit analyst
Henry Fukuchi. "Standard & Poor's expects ongoing cost reductions,
favorable raw material pass-through provisions, and
commercialization of new products to continue to support favorable
operating trends."

"The ratings reflect the company's 'highly leveraged' financial
risk and 'weak' business risk. The weak business risk profile
reflects the commoditized nature of Consolidated Container's
products, high customer concentration, and a highly fragmented and
competitive industry structure. This is somewhat mitigated by its
significant market share in a relatively stable beverage and
consumer product packaging markets and favorable sales contracts
with its customers," S&P said.

"Consolidated Container produces rigid plastic containers for
dairy products, water, juice, and other beverages; food,
household, and agricultural chemicals; and motor oil. It generated
revenues of about $739 million for the 12 months ended March 31,
2012. The company's product mix is somewhat concentrated; about
46% of revenue comes from dairy and water packaging, which are
commodity-type products and have mature demand patterns. The
company's household chemicals and industrial & specialty packaging
products, which are comparatively higher-margin businesses,
account for about 32% of sales," S&P said.

"Consolidated Container's end markets are mostly stable, but its
customer concentration is high. The company's largest customer,
Dean Foods, constitutes about 20% of sales, and its top 10
customers account for 47% of sales. Still, significant market
shares in some categories, strategically located facilities
(including numerous onsite operations at customers' plants), and
established and contractual relationships with key customers
provide barriers to entry in this highly fragmented and
competitive industry," S&P said.

"The outlook is stable. We believe operating trends should improve
gradually in the next few years, supporting a financial profile
consistent with the ratings. The stable outlook also reflects our
view that liquidity should continue to be adequate, with
meaningful availability under the revolving credit facility and
positive free cash flow generation. We expect FFO to total
adjusted debt to remain 10% to 12% and maintain the current
ratings. Although we do not anticipate an upgrade in the near
future, we could raise the ratings if the company achieves and
maintains an FFO to total adjusted debt ratio of 15% to 20%, with
operating results remaining stable," S&P said.

"However, we could lower the ratings if sales volumes decline
significantly; for example, if increased competition and prolonged
weakness in the company's end markets cause it to lose customers,
resulting in earnings deterioration. These business challenges
could result in decreased liquidity or a drop in the FFO to total
adjusted debt ratio to the single-digit area," S&P said.

"Based on our scenario forecasts, we could lower the ratings if
operating margins weaken by two percentage points or more, or if
volumes decline by more than 10% from our 2012 forecasts. In this
scenario, we expect the company's leverage would deteriorate to
more than 7x and FFO to total adjusted debt would decrease to less
than 10%," S&P said.


CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Positive
------------------------------------------------------------
Moody's Investors Service affirmed CPM Holdings, Inc.'s ratings
and revised the rating outlook to positive from stable. Moody's
also assigned a short-term liquidity rating of SGL-2, indicating
good liquidity to support operations in the near term.

According to Moody's analyst Ben Nelson, "CPM has strengthened its
balance sheet by funding optional bond repurchases with free cash
flow. Order backlog has increased and should lead to improved
results over the next twelve to eighteen months". CPM repurchased
and retired about $39 million of its $200 million senior secured
notes issuance over the past three quarters ended March 31, 2012,
and maintains over $50 million of unrestricted cash on its balance
sheet. CPM has also restored its revenue and operating profits to
pre-recession levels and its backlog has grown to over $260
million. "A rating upgrade could follow if the company stays on
track in terms of performance and puts in place longer-term
financing to address the upcoming maturities of its revolver in
2013 and senior secured notes in 2014," added Nelson.

Actions:

  Issuer, CPM Holdings, Inc.

    Corporate Family Rating, affirmed B2

    Probability of Default Rating, affirmed B2

    Senior Secured Notes due 2014, affirmed B2 (LGD4 54%, revised
    from 55%)

    Speculative Grade Liquidity Rating, assigned SGL-2

  Outlook, positive (revised from stable)

Ratings Rationale

CPM's B2 CFR is constrained by modest size, exposure to cyclical
end markets, a business mix weighted towards new equipment sales,
and financial risk posed by significant absolute debt relative to
the cash flow generated by the relatively stable spare parts
business. Moody's believes demand for new agricultural and food
processing machinery can be significantly influenced by changes in
global macroeconomic conditions. However, an order backlog with
long lead times and a meaningful spare parts business provide
reasonable near-term revenue visibility and time for the company
to respond to a slackening in demand. Strong competitive positions
and a flexible outsourced manufacturing model help maintain profit
margins during periods of weakness.

The rating incorporates tolerance for significant peak-to-trough
declines in EBITDA during downturns of moderate intensity, but, in
part due to low capital spending requirements, assumes the company
will generate positive free cash flow on a rolling twelve-month
basis and maintain a good liquidity position. Nevertheless, given
the company's modest size and end market cyclicality, Moody's
expects CPM to maintain relatively strong credit metrics and
better liquidity compared to many peers at the same rating level.
Including Moody's standard adjustments, financial leverage was
slightly less than 2 times Debt/EBITDA, interest coverage was
about 3 times EBIT/Interest, and free cash flow was in excess of
20% of debt for the twelve months ended March 31, 2012. These
metrics are very strong for the rating category and representative
of a period of cyclical strength.

The positive rating outlook reflects expectations for solid
operating performance over the next 12-18 months and continued
good liquidity. Moody's could upgrade the rating if CPM continues
to generate strong earnings and cash flow, maintains a strong
order backlog, and addresses its upcoming debt maturities. A
rating upgrade likely would require sufficient financial cushion
so that CPM could withstand a moderate economic downturn without
financial leverage exceeding 4 times Debt/EBITDA and interest
coverage falling below 2 times (EBITDA-CapEx)/Interest.
Conversely, Moody's could return the rating outlook to stable or
downgrade the ratings if there is substantive deterioration in the
company's order backlog or operating results, or if liquidity were
to weaken.

The principal methodology used in rating CPM was the Global
Manufacturing Industry 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.

CPM Holdings, Inc. is a leading provider of process machinery and
technology for the oilseed, animal feed, breakfast cereal and
snackfood, and biofuels processing industries. CPM has been owned
by Gilbert Global Equity since 2003 and generated approximately
$500 million of revenue for the twelve months ended March 31,
2012.


CRYOPORT INC: S. Wasserman Named Principal Executive Officer
------------------------------------------------------------
The Board of Directors of CryoPort, Inc., appointed Mr. Stephen E.
Wasserman as the Company's principal executive officer.  Mr.
Wasserman is also a member of the Board of Directors and Chairman
of the Board.  The appointment of Mr. Wasserman as principal
executive officer is intended to temporarily fill the void created
by Mr. Stambaugh's resignation as the Company's Chief Executive
Officer on April 5, 2012.

The Board of Directors has formed an Office of the Chief Executive
comprised of independent directors who have jointly assumed day-
to-day management responsibilities of the Company on an interim
basis, while the board searches for a successor Chief Executive
Officer.

                        About CryoPort Inc.

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

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

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities, and
$620,900 in total stockholders' equity.


CRYOPORT INC: Amends 57.3 Common Shares Offering
------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.3 to Form S-1 relating to the offering by
AQR Opportunistic Premium Offshore Fund, L.P, Andrew Curran,
Chrysler LLC Master Retirement Trust, et al., of 55,705,100 shares
of common stock, par value $0.001 per share, including 31,418,823
shares of common stock issuable upon exercise of the warrants held
by those selling security holders.

This prospectus also relates to the issuance of 1,666,667 shares
of common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units (each unit
consisting of one share of common stock and one warrant to
purchase on share of common stock at an exercise price of $3.30
per share) and the resale of those shares of common stock.

The Company's common stock and Traded Warrants are currently
traded on the OTCQB, operated by the OTC Markets Group, Inc.,
under the symbols "CYRX" and "CYPTW."  As of May 31, 2012, the
closing sale price of the Company's common stock and Traded
Warrants were $0.54 per share and $0.013 per Traded Warrant,
respectively.

A copy of the amended prospectus is available for free at:

                        http://is.gd/F7FmBu

                        About CryoPort Inc.

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

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

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities, and
$620,900 in total stockholders' equity.


CUBESMART LP: Moody's Raises Preferred Stock Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has affirmed CubeSmart's Baa3 issuer
rating and assigned a prospective (P)Baa3 rating to the senior
unsecured bonds currently being marketed by CubeSmart, L.P.
Moody's has also upgraded CubeSmart's preferred stock rating to
Ba1 from Ba2 in accordance with Moody's standard practices for
REITs as with this debut bond issuance CubeSmart will now have
outstanding senior bonds with the standard REIT covenants.
CubeSmart's rating outlook remains stable.

Ratings Rationale

Moody's notes that CubeSmart's key credit metrics remain solid and
the pending bond issuance will strengthen these metrics further as
the REIT is effectively reducing secured debt. CubeSmart repaid
$164 million of mortgage debt in 2Q12 by drawing on a $100 million
term loan as well as its credit facility, and bond proceeds will
be used to repay the line. Pro forma for these transactions, the
REIT will have increased its unencumbered asset pool and addressed
near-term refinancing needs as negligible debt maturities will
remain in 2012 and only $32 million matures in 2013. CubeSmart
will also have full availability on its $300 million unsecured
revolver that matures in December 2015, providing capacity for
continued growth.

CubeSmart's ratings continue to reflect the REIT's modest
leverage, solid fixed charge coverage, and commitment to a largely
unsecured capital structure. Additional credit strengths include
the REIT's progress in improving the growth profile and quality of
its portfolio and its deep operating expertise in the highly
fragmented self-storage business.

CubeSmart's key credit challenges remain its smaller size, modest,
albeit improving, operating margins and occupancy, and the highly
competitive nature of the self-storage business. The REIT also has
some modest geographic concentrations in Florida, California, and
Texas.

The stable outlook reflects Moody's expectation that CubeSmart
will maintain, if not improve, its credit metrics as it continues
to grow and take advantage of favorable fundamentals in the self-
storage space.

Upward ratings movement would likely reflect growth in size, with
gross assets closer to $3.0 billion, while maintaining fixed
charge coverage above 2.5x (including loan procurement
amortization expense), and secured debt levels below 10% of gross
assets. Continuous improvement in the overall quality of the
portfolio and solid operational performance as measured by strong
occupancy levels and margins would also be required for an
upgrade.

Negative rating pressure would likely reflect a material
deterioration in operating performance, with fixed charge falling
below 2.2x on a consistent basis. Secured debt approaching 25% of
gross assets and unencumbered assets less than 55% of gross book
assets would also result in downward ratings movement.

The following prospective rating was assigned with a stable
outlook:

CubeSmart, L.P. -- senior unsecured bonds at (P)Baa3

The following ratings were affirmed with a stable outlook:

CubeSmart, L.P. -- issuer rating at Baa3, senior unsecured debt
shelf at (P)Baa3.

The following ratings were upgraded with a stable outlook:

CubeSmart -- preferred stock to Ba1 from Ba2; preferred stock
shelf to (P)Ba1 from (P)Ba2.

Moody's last rating action with respect to CubeSmart was on
October 27, 2011, when Moody's affirmed the REIT's issuer rating
and assigned a prospective rating to its preferred stock.

CubeSmart (NYSE: CUBE) is a real estate investment trust
headquartered in Wayne, Pennsylvania. CUBE is an owner, operator,
acquirer, third party manager, and developer of self-storage
facilities in the United States.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


CYCLONE POWER: Expects $350,000 Revenue in Q2 2012
--------------------------------------------------
Cyclone Power Technologies, Inc., issued a letter to shareholders
regarding its financial statements and business operations for the
period ended March 31, 2012.  The Company also forecasted at least
$350,000 in revenue in the second quarter of 2012.  The Company
said it aims never to have another reporting period without
generating revenue.  A copy of the letter is available at:

                        http://is.gd/3XOlxy

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.09 million
in total assets, $3.67 million in total liabilities, and a
$2.58 million total stockholders' deficit.

In its audit report for the year ended Dec. 31, 2011 results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


CYTOKINETICS INC: Gets Notice of Minimum Bid Price Non-Compliance
-----------------------------------------------------------------
Cytokinetics, Incorporated disclosed that it has received a letter
from the listing qualifications department staff of The NASDAQ
Stock Market LLC, notifying Cytokinetics that for the last 30
consecutive business days the bid price of its common stock had
closed below $1.00 per share, the minimum closing bid price
required by the continued listing requirements set forth in
Listing Rule 5450(a)(1).  The notice has no effect at this time on
the listing of Cytokinetics' common stock, which will continue to
trade under the symbol "CYTK".

Pursuant to Listing Rule 5810(c)(3)(A), Cytokinetics has 180
calendar days, or until Dec. 17, 2012, to regain compliance with
the minimum bid price requirement.  If at any time before this
date Cytokinetics' common stock has a closing bid price of $1.00
or more for a minimum of 10 consecutive business days, NASDAQ
staff will notify Cytokinetics that it has regained compliance.
Cytokinetics intends to actively monitor the bid price for its
common stock between now and December 17, 2012, and will consider
all available options to regain compliance.

If Cytokinetics cannot demonstrate compliance with Rule 5450(a)(1)
by December 17, 2012, NASDAQ will provide notice to Cytokinetics
that its securities may be delisted.  At that time, Cytokinetics
may submit an application to transfer its securities to The NASDAQ
Capital Market. Following submission of the application,
Cytokinetics may be eligible for an additional 180-day period to
regain compliance with the minimum bid price requirement if it
meets the continued listing requirement for market value of
publicly held shares and all other initial listing standards, with
the exception of the bid price requirement, for The NASDAQ Capital
Market.  Alternatively, Cytokinetics may appeal NASDAQ's decision
to a Listing Qualifications Panel. There can be no assurance, if
Cytokinetics does appeal NASDAQ's decision, that such appeal would
be successful.

                        About Cytokinetics

Cytokinetics -- http://www.cytokinetics.com/-- is a clinical-
stage biopharmaceutical company focused on the discovery and
development of novel small molecule therapeutics that modulate
muscle function for the potential treatment of serious diseases
and medical conditions.


DAVIS-RODWELL TMC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Davis-Rodwell TMC LLC
        940 NW Cary Parkway
        Cary, NC 27513

Bankruptcy Case No.: 12-04499

Chapter 11 Petition Date: June 18, 2012

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

Judge: Randy D. Doub

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-04499.pdf

The petition was signed by Craig M. Davis, manager.


DELTA AIR: Fitch Raises Issuer Default Rating to 'B+'
-----------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Delta Air Lines, Inc. (DAL) to 'B+' from 'B-'.  The Rating Outlook
is Stable.  The ratings apply to approximately $2.5 billion in
outstanding debt.

The upgrade follows two and half years of strong free cash flow
(FCF) generation that has translated into significant debt
reduction at DAL.  Despite periodic spikes in jet fuel costs and
significant pension funding requirements, DAL has been able to
generate $2.8 billion of cash from operations over the last two
years.  With modest capital expenditures, DAL's FCF has also been
strong approximating $1.5 billion, and enabling the carrier to
fund heavy debt maturities and opportunistically prepay debt.  By
Fitch's calculations, DAL has reduced lease-adjusted debt by $5.4
billion since year-end 2009, with another $2 billion of debt
reduction scheduled for this year. DAL should be able to achieve
its $10 billion adjusted net debt target by 2013, given its solid
FCF trajectory.  According to Fitch's estimates, FCF could be as
high as $2 billion in 2012 if the significant drop in jet fuel
costs is sustained through the remainder of the year.  The rating
change also incorporates DAL's consistent operational improvements
in recent years, as well as what Fitch considers to be a more
rational operating environment for U.S. carriers.  Risks
considered in the 'B+' rating includes DAL's large pension
deficit, sizable debt maturities over the next several years, the
cyclicality of the airline industry, and the sector's exposure to
exogenous shocks.

DAL's rating also incorporates the carrier's leading competitive
position in the U.S. and worldwide. Fitch considers DAL to be
currently the strongest player in the much improved airline
industry in the U.S. as it continues to march ahead of its peers
on many fronts.  DAL's unit revenue (PRASM) has increased double-
digits and outperformed the industry average consistently for the
last 14 months driven by significant capacity reduction, enhanced
network and synergies from the Northwest merger, product
improvements and significant share gains in premium corporate
customers.  Fitch expects PRASM gains to moderate in the latter
half, as year-over-year comparisons become tougher, and potential
headwinds from an uncertain macro environment emerge.  That said,
Fitch expects DAL and the industry to continue to manage capacity
in light of either a demand or fuel shock, to support record load
factors and current yield momentum.  DAL recently announced an
additional 5% reduction in its trans-Atlantic capacity, and a 1%-
2% reduction in its trans-Pacific capacity post Labor Day 2012,
which is expected to reduce total capacity by 3%-4% in 2012,
higher than its previous guidance of a decline of 2%-3%.

Fitch views DAL's purchase of the Trainer facility as an
innovative approach to the long-term management of the airline's
jet fuel costs, nothwithstanding the operational risks of running
a refinery.  The economics of this modest $250 million investment
are attractive if forecasted savings of $300 million are reached.
Jet fuel reflected 36% of DAL's 2011 operating expenses, and the
carrier estimates that the crack spread alone represented 10% of
unit costs last year versus 3% two years ago, highlighting the
urgency of alternative approaches to jet fuel cost management.
The increased production of jet fuel at this facility along with
the exchange agreements with BP and Phillips 66 is expected to
provide 80% of DAL's domestic jet fuel needs.  Potential risks
include ongoing capex requirements, changes in the regulatory
environment, and operational issues linked to potential refinery
outages in a single-asset business.  Despite these risks, Fitch
believes that overall fuel costs that DAL currently faces will
likely be reduced over time, and importantly this initiative gives
the carrier more control over its supply chain for its largest
expense item.  DAL still needs to hedge against crude oil, but the
Trainer initiative could give DAL at least a 10 cent per gallon
advantage over its competitors, as it cuts out the middleman and
his profits, in Fitch's view.

The tentative agreement with DAL's pilot union, if ratified,
offers DAL a unique opportunity to address its fleet
restructuring.  The new agreement offers higher pay rates for
pilots in exchange for productivity improvements, more flexible
work rules, and lower profit-sharing.  Most importantly, the
tentative agreement outlines scope relief that enables DAL to
increase the number of 76 seat-regional jets (RJs) that the
airline may operate in its mainline fleet.  This scope expansion
also enables DAL to induct the 717s (tentative agreement to
sublease from Southwest) into the mainline fleet, and overall
'upgauge' and replace its inefficient 50-seat RJs and
significantly reduce maintenance costs.  The 717s, along with
recently acquired MD-90s and the new 737-900ERs slated for
delivery in 2013 should lower the average age of DAL's narrowbody
fleet, but would still remain high relative to peers.

Overall, DAL takes somewhat of an unconventional approach with
regards to its fleet replacement strategy. Management, with its
focus on ROIC, is somewhat of a bargain shopper when it comes to
aircraft and prefers to buy used aircraft rather than new
deliveries for all its replacement needs.  Instead, it spends
heavily on aircraft modifications and premium product offerings
for both the on-board (Wi-Fi, flat-beds, Economy Comfort, etc.)
and pre-board experience (iPad stations at gates, revamped
delta.com, mobile apps etc.) to enhance the passenger experience
at DAL.  As a result, capital expenditures have been relatively
modest, averaging $1.3 billion over the last couple of years,
reflecting primarily fleet modifications and technology
investments.  Fitch expects capex to trend higher over the next
two years as DAL starts taking delivery of the 737-900ERs but
expects FCF to remain at the $1.5 billion level as higher capital
expenditure is mitigated by higher profitability.

Pensions remain a challenge for DAL, and pose a long-term
competitive disadvantage relative its peers that have terminated
all their defined-benefit (DB) plans in bankruptcy.  For DAL, only
the pilot plan on the DAL side was terminated, while the rest were
frozen.  The extended amortization period of 17 years (from the
2006 pension relief granted to airlines) using a 8.85% discount
rate gives DAL more time to address its unfunded gaps.  However,
as of year-end 2011, DAL's DB frozen plans remained massively
underfunded with a funded status of only 40%, a level that will be
difficult to sustain for an extended period, given assumed
volatility in plan asset returns, in Fitch's view.  That said,
near-term concerns are mitigated by DAL's strong cash generation
which has allowed management to fully fund the 2012 cash
contribution of $678 million by April.  Fitch's forecast assumes
cash contributions of $700 million-$800 million annually over the
next couple of years which can be comfortably met given the
carrier's solid cash flow trajectory.  Furthermore, once $10
billion adjusted net debt goal is achieved, management may look to
make additional contributions to its DB plans.

While significant risks still remain in the airline sector, Fitch
strongly believes that the U.S. industry has significantly de-
risked the operating model and DAL has been at the forefront of
this fundamental change.  Overall, DAL is in a much better
position to withstand a weak operating environment or higher fuel
costs, and the company's credit profile has improved beyond what
was implied in the prior rating. Management remains committed to
the deleveraging process and is the only airline management team
that has publicly stated its aspirations to return to an
investment-grade profile, and more importantly, delivering on that
front.  By year-end 2012, Fitch expects lease-adjusted leverage is
to trend below 4.0x reflecting continued debt reduction and
earnings improvement at DAL.

In addition to FCF, total liquidity remains healthy at $5.7
billion as of March 31, 2012 including $3.9 billion of
unrestricted cash and short-term investments and $1.825 billion in
available revolver capacity.  Notably, DAL is the only non-
investment grade airline that has access to sizeable credit
facilities. DAL's scheduled maturities are manageable in light of
its cash flow and overall liquidity.  DAL has already redeemed
$150 million of its first-lien senior secured notes that come due
in 2014 and $171 million of the second-lien notes due in 2015,
reflecting management's dedication to not just reducing debt but
also improving the capital structure.  DAL's credit facilities
impose several covenants, the most restrictive of which include:
(i) minimum unrestricted cash and short-term investments of $1
billion, and minimum liquidity (including undrawn RCs) of $2
billion and (ii) fixed-charge coverage of 1.2x on a latest 12
months (LTM) basis.  DAL has sufficient headroom above its
covenant threshold, according to Fitch. DAL also remains in
compliance with collateral coverage tests.

Fitch's ratings on DAL's first-lien secured debt is 'BB+' which is
three notches higher than the IDR with a recovery rating of 'RR1'
reflecting Fitch's expectations for very high recovery (91%-100%)
in the event of a potential default.  DAL's second-lien notes are
rated 'BB-', one notch higher than the IDR, with a recovery rating
of 'RR3' suggesting recovery in the 51%-70% range.

The Rating Outlook is Stable, but Fitch expects DAL's credit story
to continue improving.  Accordingly, the ratings could be revised
up one notch if DAL is able to sustain its PRASM premium and
deleveraging efforts in spite of potential economic headwinds over
the next year.  Some of DAL's operating and credit metrics are
currently suggestive of a 'BB' profile, but the improvement in its
credit profile is fairly recent.  Sustaining current operating and
credit metrics, especially FCF at $1.5 billion in light of higher
capex will be a key consideration for further positive ratings
action.  On the other hand, a fuel or demand shock (triggered by
the European sovereign debt crisis or another event) that is not
matched by capacity reduction could lead to an outlook revision to
Negative.

Fitch has taken the following ratings actions:

  -- Issuer Default Rating (IDR) upgraded to 'B+' from 'B-';

  -- $1.225 billion senior secured revolving credit facility due
     2016 upgraded to 'BB+/RR1' from 'BB-/RR1';

  -- $1.368 billion senior secured term loan due 2017 upgraded to
     'BB+/RR1' from 'BB-/RR1';

  -- $500 million revolving credit facility (Pacific routes) due
     2013 upgraded to 'BB+/RR1' from 'BB-/RR1';

  -- $248 million of senior secured term loan (Pacific routes) due
     2016 assigned 'BB+/RR1';

  -- $600 million senior secured first lien notes due 2014
     upgraded to 'BB+/RR1' from 'BB-/RR1';

  -- $306 million senior second lien notes due 2015 upgraded to
     'BB-/RR3' from 'B-/RR4'.


DELTA PETROLEUM: Taps Navigant Consulting as Valuation Advisor
--------------------------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court a motion to retain Navigant Consulting (PI)
(Contact: K. Scott Van Meter) as valuation advisor at these hourly
rates: managing director at $525 to $575, director at $475 to
$550, associate director at $390 to $475, managing consultant at
$305 to $390 and consultant/senior consultant at $240 to $305.

Navigant Consulting (PI) LLC is a subsidiary of Navigant
Consulting, Inc. and is licensed by the Texas Private Security
Board.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.


DELTRON INC: Suspending Filing of Reports with SEC
--------------------------------------------------
Deltron, Inc., filed with the U.S. Securities and Exchange
Commission a Form 15 notifying of its voluntary suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its common
stock, par value $0.001 per share.  There were 180 holders of
common shares as of June 13, 2012.

                           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: Hiring Proskauer Rose as Employment Counsel
------------------------------------------------------------
Dewey & LeBoeuf LLP seeks Bankruptcy Court permission to Proskauer
Rose LLP as special employment and litigation counsel under a
general retainer.

Last month, Dewey's restructuring practice team led by Martin J.
Bienenstock moved to Proskauer.  Joining Mr. Bienenstock where
colleagues Philip M. Abelson, Irena M. Goldstein, Timothy Q.
Karcher, Michael P. Kessler and Judy G.Z. Liu.

Proskauer has been employment counsel to Dewey & LeBoeuf since its
formation in 2007.  Prior to the merger of Dewey Ballantine LLP
and LeBoeuf, Lamb, Greene and MacRae LLP, Proskauer was employment
counsel to both firms.  Proskauer partner Lawrence Sandak, Esq.,
has represented LeBoeuf and Dewey & LeBoeuf continuously since at
least 1998.  Mr. Sandak joined Proskauer in 2000.  Proskauer
partner Kathleen McKenna, Esq., has represented Dewey and Dewey &
LeBoeuf since at least 2002.

Dewey & LeBoeuf said the wind-down of its operations raised
various issues regarding employment matters including, inter alia,
(a) an information request from the New York State Department of
Labor regarding WARN compliance, (b) a complaint brought by the
Pension Benefit Guaranty Corporation to terminate certain Dewey &
LeBoeuf pension plans, requesting Dewey & LeBoeuf determine
benefits payable to participants in the Pension Plans, and
alleging underfunding of the Pension Plans by an estimated
$80,000,000, and (c) pre- and post-petition litigation regarding
alleged violations of WARN statutes.

Proskauer's normal billing rates in its domestic offices are:

     $550 to $1,050 per hour for partners;
     $450 to $950 per hour for senior counsel;
     $205 to $750 per hour for associates; and
     $100 to $315 per hour for paraprofessionals.

Mr. Sandak attests that Proskauer (i) does not have any connection
with any of the Debtor, its affiliates, its creditors or any other
parties in interest, or their respective attorneys or accountants,
and (ii) does not hold or represent any interest adverse to the
Debtor or its estate with respect to the matters as to which
Proskauer is to be employed.

During the one year period prior to the Petition Date, Proskauer
received payments from the Debtor totaling $584,701 of all which
has been debited against outstanding fees and expenses incurred by
Proskauer prior to the Petition Date.  Though Proskauer is still
reconciling time and expense charges, after application of these
payments, Proskauer estimates that it has a prepetition claim
against the Debtor of $36,300.

                      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.


DEWEY & LEBOEUF: Taps Keightley as Pension Benefits Counsel
-----------------------------------------------------------
Dewey & LeBoeuf LLP is seeking to employ Keightley & Ashner LLP as
its special pension benefits counsel to provide advice and
guidance to the Debtor relating to employee benefits issues,
including advice and guidance that will allow the Debtor to
evaluate the claims filed by the Pension Benefit Guaranty Corp.
and to develop a strategy to resolve those claims.

Keightley & Ashner will support Togut, Segal & Segal LLP, the
Debtor's general bankruptcy counsel, and Proskauer Rose LLP, the
Debtor's special employment and litigation counsel, in evaluating
the PBGC's claims and in developing strategies to resolve the
PBGC's claims.

Keightley & Ashner's hourly rates are:

     $775 to $825 for attorneys,
     $600 to $650 for other professionals, and
     $225 for paralegals or law clerks.

Harold J. Ashner, Esq., attests that Keightley & Ashner does not
hold or represent any interest adverse to the Debtor or its
estate, and is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) and as required by section 327(a).

                      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.


DEWEY & LEBOEUF: Asks to Pay Bankruptcy Lawyers Up to $935 an Hour
------------------------------------------------------------------
American Bankruptcy Institute reports that Dewey & LeBoeuf LLP
asked a judge to approve payments at customary rates of as much as
$935 an hour for partners of its lead law firm, Togut Segal &
Segal LLP.

                        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.


DYNEGY HOLDINGS: Asks Court to Approve Plan Outline
---------------------------------------------------
Dynegy Holdings LLC asked Judge Cecelia Morris of the U.S.
Bankruptcy Court for the Southern District of New York to approve
an outline of its Chapter 11 plan of reorganization.

The outline or the so-called disclosure statement describes Dynegy
Holdings' proposed restructuring plan, which calls for the merging
between the company and Dynegy Inc., with the parent being the
surviving entity.

Under the proposed plan, $200 million cash and 99% of the merged
companies' stock will be given to holders of $4.2 billion general
unsecured claims against Dynegy Holdings.  The Plan also provides
for the distribution of 1% of the merged companies' stock to
holders of administrative claims.

In asking for bankruptcy court approval, Dynegy Holdings said the
disclosure statement contains "adequate information" under Section
1125(a) of the Bankruptcy Code.

U.S. bankruptcy law requires the disclosure statement to provide
sufficient information that would allow creditors to make an
informed judgment about a company's Chapter 11 plan.

Judge Morris' approval of Dynegy Holdings' disclosure statement
will permit the company to begin soliciting votes on its
restructuring plan from creditors.

Full-text copies of the disclosure and the plan are available
without charge at:

  http://bankrupt.com/misc/Dynegy_Modified3rdAmendedPlan.pdf
  http://bankrupt.com/misc/Dynegy_DSModified3rdAmendedPlan.pdf

                      Solicitation Process

The restructuring plan contemplates the merger of Dynegy Holdings
with Dynegy Inc., with the parent as the surviving entity.  As
such, the plan provides for the treatment and discharge,
cancellation or extinguishment of claims against and equity
interests in the surviving entity.

In connection to this, Dynegy Holdings proposed that the
solicitation packages also include a notice to potential holders
of claims against and equity interests in Dynegy Inc.

The company will also distribute provisional Class 3 ballots to
those Dynegy Inc. stakeholders who timely filed a proof of claim
and whose claims have been scheduled or should be classified as a
general unsecured claim in Class 3.

Dynegy Holdings also proposed to implement a process for
tabulating provisional Class 3 ballots to allow any Dynegy Inc.
stakeholder that believes it has a general unsecured claim in
Class 3 to provisionally vote to accept or reject the plan.

Under the process, each recipient of the notice will be authorized
to request from the solicitation agent a provisional Class 3
ballot, on which the Dynegy Inc. stakeholder may provisionally
vote a claim amount which it will self-report on the ballot.

If the stakeholder believes it holds multiple claims against
Dynegy Inc., it will be asked to aggregate those claims so that it
will vote the total amount of its self-reported claims on a single
ballot.  Any amount listed on a ballot will be used solely for
provisional voting purposes, and will not represent an allowed, or
otherwise filed, claim against Dynegy Holdings, its parent or any
affiliated debtors.

All provisional ballots must be received by the solicitation agent
on or before the voting deadline, according to court papers.

In connection with the merger, Dynegy Inc. may put itself into
Chapter 11 protection to carry out a settlement with creditors
holding more than $2.7 billion of claims against Dynegy Holdings.

In anticipation of Dynegy Inc.'s bankruptcy filing, Dynegy
Holdings sought a court ruling that the solicitation process also
applies in Dynegy Inc.'s bankruptcy case.

Dynegy Holdings also asked for the bankruptcy court's permission
to modify the solicitation materials, and revise its plan such
that it constitutes a plan for both the company and Dynegy Inc.

A court hearing to consider approval of the Disclosure Statement
and the proposed solicitation procedures is scheduled for July 2.
Objections are due by June 25.

                         About Dynegy Inc.

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

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Seeks Approval of Merger With Parent
-----------------------------------------------------
Dynegy Holdings LLC asked the U.S. Bankruptcy Court for the
Southern District of New York to authorize the merging of the
company with its parent Dynegy Inc.

The move is part of Dynegy Holdings' proposed Chapter 11 plan of
reorganization filed earlier this month, which calls for the
merging of the two companies.

Under the restructuring plan, $200 million cash and 99% of the
merged companies' stock will be given to holders of $4.2 billion
general unsecured claims against Dynegy Holdings.

The claims include $3.487 billion on six issues of senior notes,
$110 million on Resources Capital Management Corp.'s claim, $540
million on lease guaranty claims and $55 million on claims by
holders of subordinated debt.

Aside from the proposed merger, Dynegy Holdings is also seeking
court approval to assign to a trust the administrative claim
granted to Dynegy Inc.

The proposed assignment is part of a settlement Dynegy Inc.
hammered out with creditors holding more than $2.7 billion of
claims against Dynegy Holdings.

The settlement, which was approved by the bankruptcy court on June
1, calls for the settlement of lawsuits between the companies
related to the transactions investigated by a court-appointed
examiner including the parent's acquisition of coal-powered plant
assets.  The deal also settles a lawsuit U.S. Bank N.A. brought
against Dynegy Holdings and two other subsidiaries of Dynegy Inc.

A court hearing to consider approval of Dynegy Holdings' requests
is scheduled for July 9.  Objections are due by June 27.

                         About Dynegy Inc.

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

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: U.S. Trustee Seeks Fee Reductions
--------------------------------------------------
The U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases, asked for the reduction of fees and expenses
sought by professionals retained in the Chapter 11 cases of Dynegy
Holdings LLC and its affiliated debtors.

Earlier, the professionals have filed applications seeking
allowance and payment of 100% of their fees and 100%% of
the expenses they incurred in connection with their retention.

In court papers, the U.S. Trustee proposed that the bankruptcy
court reduce any compensation awarded to the professionals by a
percentage to be determined by the bankruptcy court pending the
final resolution of the bankruptcy cases.

Separately, Blackstone Advisory Partners L.P. filed a supplemental
fee application to provide additional information regarding the
services it provided to the Official Committee of Unsecured
Creditors during the period November 18, 2011 and February 29,
2012.

The firm also disclosed that since the filing of its initial
application, it received payment of $418,403 or 80% of its monthly
fees and 100% of its out-of-pocket expenses for February 2012,
bringing the total amount due Blackstone to $103,000.

A full-text copy of the supplemental application is available
without charge at http://bankrupt.com/misc/Dynegy_SuppFeeApp.pdf

                         About Dynegy Inc.

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

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a group of
investors holding more than $1.4 billion of senior notes issued by
Dynegy's direct wholly-owned subsidiary, Dynegy Holdings,
regarding a framework for the consensual restructuring of more
than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Stock Has Neutral Rating From UBS AG
------------------------------------------------
Dynegy Inc.'s stock had its "neutral" rating reiterated by
equities research analysts at UBS AG in a research note issued to
investors on Monday, according to a June 19 report by Daily
Political.

Other equities research analysts have also recently issued reports
about the stock including analysts at Zacks who reiterated a
"neutral" rating on shares of the company in a research note to
investors on May 14.  They now have a $0.50 price target on the
stock, the report said.

Dynegy traded down 0.90% on Monday, hitting $0.5827.  The company
has a 52-week low of $0.30 and a 52-week high of $6.92.  Its
market cap is $71.6 million, Daily Political reported.


E/DOC SYSTEMS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: E/Doc Systems, Inc.
        7891 Stage Hills Boulevard, Suite 108
        Memphis, TN 38133

Bankruptcy Case No.: 12-26347

Chapter 11 Petition Date: June 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Russell W. Savory, Esq.
                  GOTTEN, WILSON, SAVORY & BEARD, PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  E-mail: russell.savory@gwsblaw.com

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

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

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

The petition was signed by Thomas P. Pease, president.


ELITE PHARMACEUTICALS: Borrows $500,000 from Chairman and CEO
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., has entered into a bridge loan
agreement with Jerry Treppel, Elite's Chairman & CEO.  Pursuant to
this agreement, Mr. Treppel has agreed to provide to Elite a line
of credit not to exceed $500,000.  Proceeds will be used to
support Elite's acceleration of product development activities.

Pursuant to the agreement, Elite has access to a line of credit in
the maximum principal amount not to exceed $500,000.  The Loan
carries an annual interest rate of 10%, with that interest to be
paid quarterly.  The Loan will mature on the earlier of the date
that Elite raises at least $2,00,000 in gross proceeds from the
sale of any of its equity securities or July 31, 2013.  Elite may
prepay any amounts of the Loan without penalty.  Elite may borrow,
repay, and reborrow under the Loan.

Mr. Treppel stated that "the intent of this loan is to enable the
company to accelerate the development and commercialization of its
own products, particularly in light of the recent issuance of a
patent regarding our abuse-resistant technology.  We have already
begun hiring new personnel and bringing new equipment on-line to
pursue these goals."

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

The Company reported a net loss of $8.05 million for the nine
months ended Dec. 31, 2011, compared with net income attributable
to common shareholders of $3.02 million for the same period a year
ago.

The Company previously reported a net loss of $13.6 million for
fiscal year ended March 31, 2011, following a net loss of
$8.1 million in fiscal year 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.34
million in total assets, $24.65 million in total liabilities and a
$14.31 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


ELITE PHARMACEUTICALS: USPTO Issues U.S. Patent No. 8,182,836
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced the issuance of U.S. Patent
No. 8,182,836 entitled "Abuse-Resistant Oral Dosage Forms and
Method of Use Thereof" by the United States Patent and Trademark
Office (USPTO).  The issuance of this patent will further protect
Elite's proprietary formulation for abuse resistant products
utilizing the pharmacological approach.  The Company has
additional patents pending for its technology.

"The issuance of this patent is an important milestone for the
company.  It validates our pharmacological approach to the
development of abuse-resistant drug products and provides
additional value for these products," said Jerry Treppel, Elite?s
Chairman and CEO.

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

The Company reported a net loss of $8.05 million for the nine
months ended Dec. 31, 2011, compared with net income attributable
to common shareholders of $3.02 million for the same period a year
ago.

The Company previously reported a net loss of $13.6 million for
fiscal year ended March 31, 2011, following a net loss of
$8.1 million in fiscal year 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.34
million in total assets, $24.65 million in total liabilities and a
$14.31 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


ELSTER GROUP: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Germany-based Elster Group SE on CreditWatch with
negative implications. At the same time, Standard & Poor's placed
its 'BB-' issue rating on CreditWatch with negative implications.

"The CreditWatch listings indicate the potential for a downgrade
should future developments lead to an increase in the company's
financial risk," said Standard & Poor's credit analyst Carol Hom.

The CreditWatch listing follows Elster's announcement that it is
in discussions with Melrose PLC for the private-equity firm to
purchase all outstanding shares of Elster.

"Although no definitive agreement is in place, the discussions
create uncertainty regarding the company's future ownership
structure and financial policy, in our view," Ms. Hom said. "We
believe full private-equity ownership could weaken Elster's
financial risk profile."

"Elster is one of the world's largest providers of gas,
electricity, and water meters, and related communications,
networking, and software solutions. The company's products and
services are used to measure gas, electricity, and water
consumption, and also enable energy efficiency and conservation.
Elster sells its products and services to utilities, distributors,
and industrial customers for use in residential, commercial, and
industrial settings. Elster holds leading (No. 1 or 2) positions
across all segments in which it operates and has the potential to
gain market share from smaller competitors in the market by taking
advantage of the move towards automated meter reading," S&P said.

"Elster's current majority owner is Rembrandt Holdings, which is
owned by funds advised by private-equity firm CVC Capital Partners
LLC. Rembrandt Holdings has indicated that it entered into a
tender agreement for its entire stake in Elster that would take
effect if an offer is announced, subject to certain conditions,"
S&P said.

Standard & Poor's will track the ongoing discussions and expects
to update the CreditWatch upon further developments.


ENERGY CONVERSION: Scouler & Co. OK'd as Panel's Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Energy Conversion Devices, Inc., et al., to
retain Scouler & Company, LLC, nunc pro tunc to March 10, 2012, as
financial advisor.

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

                      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.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders 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.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY CONVERSION: USO Wants Ontility LLC to Pay Solar Laminates
----------------------------------------------------------------
United Solar Ovonic, LLC, a debtor-affiliate of Energy Conversion
Devices, Inc., et l., filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan a complaint for breach of contract,
account stated, and unjust enrichment against Ontility LLC, a
Texas corporation.

USO requests that the Court enter judgment in its favor and
against Ontility in the amount of $958,817 for the purchase of
4,268 solar laminates from USO and to pay shipping charges, plus
contractual interest and pre- and post-judgment interest, and
grant USO additional equitable and legal relief as the Court finds
just and proper.  USO relates that the adversary proceeding
relates to the ECD Bankruptcy Case.

USO has made several demands that Ontility pay the $958,817 it
owes to USO.  To date, Ontility has not paid any amount to USO for
the goods or the shipment of the goods.

USO asserts that Ontility has breached its agreement with USO by
failing to remit payment for the Goods and the shipment of the
goods.

                       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.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders 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.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENERGY TRANSFER: Moody's Says Southern Union Drop Down Positive
---------------------------------------------------------------
Moody's Investors Service is of the view that the announcement by
Energy Transfer Equity, L.P. (ETE, Ba1 review down) that it will
contribute its interest in Southern Union Company (SUG, Baa3
negative) to a newly formed entity (ETP Holdco Corporation)
controlled by Energy Transfer Partners, L.P. (ETP, Baa3 negative),
which will also hold Sunoco, Inc. (SUN, Ba1 developing) following
the closing of its acquisition by ETP, will not currently impact
the ratings of the involved entities. However, certain aspects of
this structural reconfiguration are modestly accretive to the
credit of ETP and SUG.

Concurrent with ETP's closing of its acquisition of SUN, expected
later this year, ETE will drop SUG into ETP Holdco (Holdco), in
which ETE will hold a 60% interest. ETP will hold the remaining
40% interest and will control Holdco through Board seats and
voting rights. Prior to the contribution of SUN to Holdco, SUN
will contribute its interests in Sunoco Logistics Partners L.P.
(SXL; issuing entity Sunoco Logistics Partners Operations L.P.,
Baa2 review down), in which it holds a 32.4% limited partnership
interest, the 2% general partnership interest and 100% of its
IDRs, to ETP in exchange for intercompany consideration.

The principal benefit Moody's sees in this structural change is
that it effectively drops down SUG and the control of its assets
to ETP while avoiding the capital raising risk and uncertainty
involved in the financing of future asset drop-downs. Moreover, it
resolves issues around the timing of, the mechanics and the
entities into which SUG assets are dropped.

By assuming direct operating control of SUG's pipeline and
midstream assets, and acquiring SXL's GP interest, ETP will
further increase the size, diversity and scale of its own asset
base, more than doubling its total pipeline miles and adding to
its natural gas processing and treating capacity. ETP's
consolidation of SUG and SUN assets should also provide
opportunities for operating synergies and asset optimization,
presumably leading to increased cash flow and debt servicing
capabilities. While ETE and ETP continue to exhibit elevated debt
leverage relative to their respective ratings, Moody's does not
view this latest transaction as a further leveraging event, and
the rating agency expects that ETP will issue additional equity in
2012 to fund its $1.9 billion of growth capital spending.

Energy Transfer Partners, L.P. is a publicly traded midstream
energy master limited partnership headquartered in Dallas, Texas.

ETE will continue to rely on cash distributions from ETP, and its
new 60% stake in Holdco, for its stand-alone debt service
requirements, which helps offset the loss of direct ownership and
control of 100% of SUG and its cash flows. However, without the
ability to monetize SUG assets, ETE is unlikely to reduce its
absolute debt levels in the near term. Conversely, with no
apparent near term pressure now to monetize SUG assets, Moody's
sees SUG's present asset base remaining largely intact, reducing
uncertainty around the composition of its asset-liability mix.

The developing outlook at SUN remains in place reflecting the lack
of clarity regarding ETP's plans for SUN's outstanding debt.
Moody's would also note that SUN's credit profile can be viewed as
marginally weaker when its direct control of cash flows derived
from Baa2 rated SXL is replaced by an intercompany instrument from
Baa3 rated ETP. Moody's does not see any further impact on SXL and
its review for downgrade beyond Moody's original view that under
the management of ETP, who has its own substantial cash
requirements, SXL's debt leverage will increase as its organic
growth projects are likely to be financed with a higher debt
component, and its historically conservative cash distribution
policy could become more aggressive.


ENERGY TRANSFER: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit ratings on Energy Transfer Partners L.P. (ETP) and Southern
Union Co. and maintained their stable outlooks. "We are affirming
our 'BB' corporate credit rating on Energy Transfer Equity L.P.
(ETE) and maintaining the stable outlook. We revised the
CreditWatch implications on the 'BB+' corporate credit rating on
Sunoco to negative from positive. We maintained the negative
CreditWatch implications on Sunoco Logistics Partners L.P.'s 'BBB'
corporate credit rating. As of March 31 2012, ETP had nearly $9
billion of balance-sheet debt," S&P said.

"We have reviewed the transaction and believe the formation of a
new company called ETP HoldCo Corp. (ETP HoldCo), which will hold
Sunoco and Southern Union, is broadly neutral to positive for
ETP's credit risk profile. ETP HoldCo will sit underneath and be
controlled by ETP through a majority of board seats and voting
rights embedded in its 40% common share interest," S&P said.

"The transaction will cause ETP's EBITDA base to grow materially
to about $4 billion, with its overall cash flow diversity notably
improving," said Standard & Poor's credit analyst William Ferara.

"The transaction does, however, further entrench ETP's aggressive
growth strategy and that of the ETE family of companies as a
whole. The Sunoco acquisition will extend ETP's scale and enhance
its competitive position across the natural gas, oil, and natural
gas liquids value chain. The addition of Southern Union would
bring additional diversity and scale to ETP, although Southern
Union will still ultimately exist under ETE, so there is no
notable change in our view of ETE on a consolidated basis. ETE
will maintain its general partnership role over the entire ETE
family of companies so we expect it to ultimately control all of
its subsidiaries. We link the ratings on ETE and ETP because
several members of the management teams and boards of directors
overlap. In addition, ETE can, through its general partner
interest, significantly influence the business activities and
financial policies, including setting distribution levels," S&P
said.

"We expect ETP's credit measures to slightly improve, with
debt/EBITDA at roughly 4x to 4.5x in 2013, which we deem as
appropriate for the rating. However, we still expect it to be
elevated in 2012 at about 4.75x. ETP's greater size and cash flow
diversity, however, makes it more resilient to commodity price
risk or pressure from any one of its business lines. ETP's ability
to maintain debt leverage at this level depends on industry
conditions and management's ability to integrate the assets and
realize synergies. In our view, however, the ETE family of
companies continues to pursue a highly aggressive growth strategy,
which often results in weak credit measures, particularly when we
view them on a trailing 12-month basis. At the same time, we
recognize that the company has been willing to issue equity and
fund transactions in such a way as to preserve the current
ratings," S&P said.


ESCO-VINA LLC: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ESCO-Vina, LLC
        dba Austin Marine
        fdba VIna Texas Metal Trading, LLC
        3720 Gattis School Road, Suite 800-202
        Round Rock, TX 78664

Bankruptcy Case No.: 12-11356

Chapter 11 Petition Date: June 18, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Douglas S. Draper, Esq.
                  HELLER, DRAPER, PATRICK & HORN, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299 3399
                  E-mail: ddraper@hellerdraper.com

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

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

A copy of the Company's list of its 18 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb12-11356.pdf

The petition was signed by Kevin Nguyen, manager.


FENTURA FINANCIAL: FRB OKs Ronald Justice as President and CEO
--------------------------------------------------------------
The Federal Reserve Bank of Chicago approved the appointment of
Ronald L. Justice as President and Chief Executive Officer of
Fentura Financial, Inc.  Mr. Justice has been with the Company in
a variety of executive positions since 1985.  In addition, on
June 12, 2012, the Federal Reserve Bank of Chicago approved the
appointment of James W. Distelrath as Chief Financial Officer.
For the past 2 years prior to joining the Company, Mr. Distelrath
was the asset/liability manager for Citizens Bank.  Prior to his
time with Citizens Bank, Mr. Distelrath served as the CFO for
Clarkston Financial Corporation for four years.  Mr. Distelrath
has also been elected as a director of FHLLC.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$306.46 million in total assets, $292.29 million in total
liabilities and $14.17 million in total stockholders' equity.


FENWAL INC: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lake Zurich, Ill.-based Fenwal Inc. to 'B+' from 'B'.
The outlook is stable.

"We also raised our rating on Fenwal's first-lien secured $400
million bank credit facility to 'B+' from 'B'. The facility
consists of a $50 million revolving credit facility due in 2013, a
$50 million delayed-draw term loan due in 2014, and a $300 million
term loan also due in 2014. The recovery rating of '3' remains
unchanged and indicates our expectation of meaningful (50% to 70%)
recovery in the event of payment default," S&P said.

"We raised our issue rating on the company's $75 million second-
lien term loan due 2014 to 'B' from 'B-'. The recovery rating of
'5' remains unchanged and indicates our expectation of modest (10%
to 30%) recovery in the event of payment default," S&P said.

"These actions reflect financial performance that has exceeded our
projections, and our expectation that Fenwal will not meaningfully
increase debt," said Standard & Poor's credit analyst Cheryl
Richer.

"The ratings on Fenwal reflect its 'weak' business risk profile,
evidenced by a modest revenue base, narrow business focus,
competitive pressures, and low profitability relative to peers. We
are revising our assessment of Fenwal's financial risk profile to
'aggressive' from 'highly leveraged,' in recognition of the
company's improving financial metrics; debt to EBITDA and funds
from operations (FFO) to debt were 4.6x and 15% for the 12 months
ended March 31, 2012, compared with 5.5x and 11% in the prior-year
period. We anticipate that the company will refinance its credit
facility within the coming year, given the 2013 revolver maturity,
but that it will not meaningfully increase debt," S&P said.

"We expect Fenwal's current operating trends to continue, and
expect low- to mid-single-digit revenue growth in 2012 and the
next few years, in line with the health care industry, assisted by
modest share gains as next-generation automated technologies are
rolled out. Offsetting declines in manual blood collection, growth
in automated collection product sales drove 7% constant currency
revenue growth for the first quarter of 2012. Weakness in Europe
was offset by double-digit growth in the U.S. and the rest of the
world. We believe that restructuring efforts and product mix
should drive a 50-basis-point improvement in EBITDA margin in 2012
over 2011, and will offset pressures of the medical device tax
(2.3% of U.S.-generated revenues) effective Jan. 1, 2013," S&P
said.


FUEL DOCTOR: Incurs $298,000 Net Loss in First Quarter
------------------------------------------------------
Fuel Doctor Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $297,976 on $221,415 of net revenues for the quarter
ended March 31, 2012, compared with a net loss of $429,493 on
$344,007 of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed $1.52
million in total assets, $1.40 million in total liabilities and
$120,446 in total shareholders' equity.

The Company's consolidated financial statements have been prepared
assuming the Company will continue as a going concern.  The
Company has experienced a net loss for the three months ended
March 31, 2012.  The Company has experienced net losses of
($2,691,124) and ($2,485,136) for the years ended Dec. 31, 2011,
and 2010, respectively.  Those factors raise substantial doubt
about the Company's ability to continue as a going concern.

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

                       http://is.gd/AkacXy

                        About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.


FRANKLIN CREDIT: Stockholders Approve Marcum as Accountant
----------------------------------------------------------
Franklin Credit Holding Corporation held its 2011 annual meeting
of stockholders on June 12, 2012.  The stockholders ratified the
appointment by the Audit Committee of the Company's Board of
Directors of Marcum LLP to serve as the independent registered
public accounting firm to audit the financial statements of the
Company for the fiscal year ending Dec. 31, 2012.

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.


FUEL DOCTOR: Incurs $2.7 Million Net Loss in 2011
-------------------------------------------------
Fuel Doctor Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.69 million on $775,155 of net revenues in 2011,
compared with a net loss of $2.48 million on $780,146 of net
revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 million
in total assets, $1.38 million in total liabilities and $189,472
in total shareholders' equity.

Rose,Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011.  The indepdent auditors noted
that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions 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/213jk7

                          About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.


GARLOCK SEALING: Asbestos Claimants Denied Privileged Docs
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a North Carolina
bankruptcy judge on Tuesday denied a committee of Garlock Sealing
Technologies LLC asbestos claimants' request to compel allegedly
privileged documents related to past asbestos settlements, ruling
that Garlock had not waived any privilege over the documents.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GETTY PETROLEUM: Plan Confirmation Hearing Slated for July 18
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on July 18, 2012, at 10 a.m., prevailing
Eastern Time, to consider the confirmation of the First Amended
Plan of Liquidation for Getty Petroleum Marketing Inc., et al., as
proposed by the Official Committee of Unsecured Creditors, as
revised on May 30, 2012.  Objections, if any, are due 10 a.m. on
July 9, 2012.

The Committee is authorized, but not directed, to file a reply to
any objections to confirmation on or before July 13, at 5 p.m.

Ballots accepting or rejecting the Plan are due July 9.

According to the Amended Disclosure Statement, the First Amended
Plan constitutes a straight-forward liquidating plan for all of
the Debtors.  The Amended Plan provides for all of the property of
the Debtors to be liquidated over time, and for the proceeds to be
allocated and distributed to the holders of certain Allowed
Claims.  An initial distribution is to occur on the Effective Date
of the First Amended Plan or soon as practicable thereafter.
Assets are to be held by a Liquidating Trust and administered by
the Liquidating Trustees who will, among other things, liquidate
assets, resolve disputed claims, pursue any reserved causes of
action, wind up the affairs of the Debtors, and make interim and
final distributions to holders of Allowed Claims in accordance
with the First Amended Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/GETTY_PETROLEUM_ds_1amended.pdf

                       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.


GUIDED THERAPEUTICS: Seven Directors Elected at Annual Meeting
--------------------------------------------------------------
Guided Therapeutics, Inc., held its annual meeting of stockholders
on June 15, 2012.  At the annual meeting, stockholders elected
Mark L. Faupel, Ph.D., Ronald W. Allen, Ronald W. Hart, Ph.D.,
John Imhoff Md, Michael C. James, Johnathan M. Niloff, Md, and
Linad Rosenstock, Md, as directors.  The amendment to the
Company's Certificate of Incorporation to increase the number of
authorizes shares of common stock to a total of 145 million shares
and the amendment to the Company's 1995 stock plan to increase the
number of shares of common stock available for grant by 5 million
shares were approved.  Stockholders also ratified the appointment
of UHY, LLP, as the Company's independent auditors for fiscal
2012.

                      About Guided Therapeutics

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

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


GUIDED THERAPEUTICS: Responds to FDA Not-Approvable Letter
----------------------------------------------------------
Guided Therapeutics, Inc., has submitted its formal response to
the U.S. Food and Drug Administration not-approvable letter for
the LuViva Advanced Cervical Scan, which the Company received in
January.  The Company's response provided additional information
as requested by the agency and also included a request for a
meeting with FDA to determine a path forward for approval.

The Company also recently provided additional safety testing
information in support of the application for the CE mark as
requested by its reviewer and believes it remains on track to
receive approval to market LuViva in the 27 countries that
comprise the European Union in the second quarter, as previously
anticipated.

"We believe that by working with FDA, we can achieve approval in
the U.S. for LuViva and provide women with access to new
technological advancements to detect cervical disease at an
earlier stage, when it can be better treated," said Mark L.
Faupel, Ph.D., President and CEO of Guided Therapeutics, Inc.  "We
also believe that LuViva remains on track to receive the CE mark
in the second quarter.  There were no questions regarding our
clinical data. We continue to build up our international
distribution network and introduce LuViva to the medical community
at various medical conferences in anticipation of a product launch
in the second half of 2012."

                     About Guided Therapeutics

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

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


HALO WIRELESS: Police Powers May Be Enforced by Private Companies
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a telecommunications provider named Halo Wireless
Inc. filed in Chapter 11 to stop 20 proceedings commenced by local
telephone companies in 10 state public utilities commissions.
The effort failed as the result of a June 18 opinion from the
U.S. Court of Appeals in New Orleans construing a provision in
bankruptcy law that allows exercise of governmental police or
regulator powers even after bankruptcy.

According to the report, Halo argued unsuccessfully in bankruptcy
court that the automatic stay should stop the regulatory
proceedings because they were initiated by telephone companies,
not by the regulators themselves.  The bankruptcy judge rejected
the argument, as did Circuit Judge Fortunato P. Benavides, writing
the 26-page opinion for the 5th Circuit in New Orleans.

Mr. Rochelle relates that the telephone companies argued that Halo
was violating local laws and regulations by the manner in which it
conducted business. Judge Benavides ruled that regulators for all
intents and purposes were parties to the regulatory proceedings,
even though they were begun by private parties.  He said that if
Halo were "permitted to stay all of the PUC proceedings, it will
have used its bankruptcy filing to avoid the potential
consequences of a business model it freely chose and pursued."

The circuit court upheld the ruling by the bankruptcy judge who
allowed the regulatory proceedings to go forward.  The appeals
court also upheld the lower court which prevented the
regulatory proceedings from determining the amount of any claim
that the telephone companies would have against the bankrupt
company.

The appeal was taken directly to the Court of Appeals without an
intermediate appeal in the district court.  The case is Halo
Wireless Inc. v. Alenco Communications Inc. (In re Halo Wireless
Inc.), 12-40122, U.S. 5th Circuit Court of Appeals (New Orleans).

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.


HERCULES OFFSHORE: Kenneth Griffin Discloses 5.1% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kenneth Griffin and his affiliated entities disclosed
that, as of June 12, 2012, they beneficially own 8,053,942 shares
of common stock of Hercules Offshore, Inc., representing 5.08% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/Q3Ud3E

                      About Hercules Offshore

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

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.04 billion in total assets, $1.07 billion in total liabilities,
and $966.52 million in stockholders' equity.

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOUGHTON MIFFLIN: Court Approves Hiring of Blackstone as Advisor
----------------------------------------------------------------
Houghton Mifflin Harcourt Publishing Company and its affiliated
debtors won Bankruptcy Court authority to employ Blackstone
Advisory Partners L.P. as their financial advisor.

Since February 2012, Blackstone Advisory Partners was retained by
the Debtors on a prepetition basis to advise on the Debtors'
restructuring and reorganization and capital raising efforts.
Blackstone Advisory Partners worked closely with the Debtors to
analyze the Debtors' financial positions and assist the Debtors in
evaluating various restructuring alternatives including raising
new capital.  Blackstone Advisory Partners assisted in the
commencement of the Debtors' chapter 11 cases and will continue to
assist in the administration of the cases and render financial
advisory services to the Debtors in connection with their ongoing
restructuring efforts.

In May 2012, the Debtors paid Blackstone Advisory Partners roughly
$4.2 million in fees and expenses as compensation for prepetition
professional services incurred between February 2012 and May 2012
and including those relating to a potential capital raise for the
Debtors, the potential restructuring of the Debtors' debt capital
structure, and the potential commencement of the chapter 11 cases.
These fees and expenses include $700,000 as monthly fees, $3.5
million as restructuring fee, and reimbursement of out-of-pocket
expenses.

The Debtors have agreed to pay Blackstone in accordance with this
Fee Structure:

     a. a monthly advisory fee of $175,000 in cash to be paid in
        advance on the second of each month; provided, however,
        that from and after Aug. 31, 2012, 50% of any Monthly Fee
        will be credited against a restructuring fee when and if
        paid;

     b. a capital raising fee for any financing arranged by
        Blackstone Advisory Partners, at the Debtors' request,
        earned and payable upon closing of the financing.  If
        access to the financing is limited by Court orders, a
        proportionate fee will be payable with respect to each
        available commitment (irrespective of availability blocks,
        borrowing base or other similar restrictions).  The
        Capital Raising Fee will be calculated as 1.0% of the
        total issuance size for senior debt financing, 3.0% of the
        total issuance size for junior debt financing, and 5.0% of
        the issuance amount for equity financing; provided,
        however, that no fee will be due on any capital raised
        from the Debtors' existing lenders, creditors or
        shareholders;

     c. an additional fee -- Restructuring Fee -- equal to
        $7,000,000.  A restructuring will be deemed to have been
        consummated upon (a) the binding execution and
        effectiveness of all necessary waivers, consents,
        amendments or restructuring agreements between the Debtors
        and their creditors involving the compromise of the face
        amount of the obligations or the conversion of all or part
        of such obligations into alternative securities, including
        equity, in the case of an out-of-court restructuring; or
        (b) the execution, confirmation and consummation of a plan
        of reorganization pursuant to a Court order, in the case
        of an in-court restructuring.  The Restructuring Fee will
        be:

          i. earned on the earliest of:

             1. consummation of the restructuring, and

             2. in the event that the Debtors solicit acceptances
                for a prepackaged plan to implement the
                restructuring, 50% of the Restructuring Fee on the
                date established as the voting deadline for such
                acceptances or rejections, provided that at least
                two-thirds in amount of one class of creditors
                impaired by the plan has accepted such plan, and
                50% of the Restructuring Fee on the consummation
                of the restructuring; and

         ii. payable, in immediately available funds, on the
             earliest of:

             1. consummation of the restructuring; provided that,
                with respect to a restructuring pursuant to the
                prepackaged plan, 50% of the Restructuring Fee
                will be payable within one business day following
                the voting deadline and 50% will be payable upon
                consummation of the restructuring, and

             2. consummation of the exchange offer.

     d. upon the consummation of a transaction, a transaction fee
        payable in cash and to be determined in accordance with
        conventional compensation terms for nationally recognized
        investment banking firms; and

     e. reimbursement of reasonable out-of-pocket expenses.

The Debtors will pay Blackstone Advisory Partners on the Effective
Date and maintain thereafter a $25,000 expense advance for which
Blackstone Advisory Partners shall account upon termination of the
engagement.

The Debtors also have agreed to indemnify and hold harmless
Blackstone Advisory Partners.

Blackstone's Flip Huffard attests that the firm does not have any
interest adverse to the Debtors, or any material connection with
their creditors or any other party-in-interest.  Blackstone also
is a "disinterested person" as such term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) and
as required under section 327(a).

                       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 together with its petition a prepackaged Chapter
11 reorganization plan that 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.

The U.S. Trustee has sought to transfer the venue of the case to
Boston.


HUDSON PRODUCTS: Moody's Raises Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has upgraded Hudson Products Holdings,
Inc.'s corporate family rating to B3 from Caa1 and affirmed its
senior secured credit facility at B2. The upgrade reflects the
positive impact of its recent exchange of sponsor held
subordinated debt-for-preferred stock and related amendment to its
credit agreement to provide additional covenant cushion, as well
as a gradually improving operating performance. The rating outlook
has been revised to stable from negative.

The follow rating of Hudson Products Holdings, Inc. has been
upgraded:

Corporate family rating (CFR) to B3 from Caa1

The following ratings of Hudson Products Holdings, Inc. have been
affirmed:

$15 million senior secured revolver due 2015 at B2 (LGD3, 33%
from LGD2, 27%); and

$186 million senior secured term loan due August 2015 at B2
(LGD3, 33% from LGD2, 27%).

In addition, Moody's has appended an /LD to the Caa1 probability
of default rating to designate a limited default associated with
the conversion of 50% of its subordinated debt-for-preferred
stock. Moody's deems exchanges of debt-for-equity as a default
within its definition of default. The /LD modifier will be removed
shortly after this assignment at which time the probability of
default rating will be upgraded to B3 to reflect the stronger
post-exchange capital structure and improved liquidity profile.

Ratings Rationale

The upgrade of the corporate family rating to B3 reflects the
improvement in post-exchange financial leverage to roughly 7.5x
from 10.0x, prior to the inclusion of preferred stock at March 31,
2012 (inclusive of remaining sponsor held subordinated notes).
Moody's anticipates leverage to decline further in 2012, to around
6.0x, driven by an improvement in Hudson's earnings. Hudson is
benefiting from stronger order trends driven in large part by wins
associated with large US geothermal air-cooled heat exchanger
(ACHE) projects and renewed petrochemical investments, as well as
orders in oil and gas upstream, midstream, Canadian oil sands,
LNG, and power generation. Better operating leverage, coupled with
a moderately improved pricing environment, will likely result in a
continued expansion in margins, earnings and cash flow leading to
a reduction in leverage over the next twelve months.

The B3 rating reflects Hudson's high leverage, geographic
concentration in North America and its exposure to meaningful
fluctuations in operating performance given its reliance on the
capital spending in North American oil & gas, power and
petrochemical industries. However, the highly engineered nature of
its ACHE and fan products combined with meaningful aftermarket
sales has enabled Hudson to maintain solid margins through the
recent downturn. Further, the B3 rating benefits from Hudson's
adequate liquidity profile, incorporating modest cash generation
in 2012, full availability under its $15 million revolver (will
increase to $20 million if senior leverage falls below 4.0x) and
improved covenant headroom. Moody's expects that its majority
equity owner, Riverstone Holdings LLC, will remain supportive of
the business, in part through its ownership of Hudson's remaining
subordinated debt, which should benefit liquidity in times of
cyclical earnings pressure.

The stable rating outlook assumes Hudson will continue to grow its
backlog and be successful in converting backlog into earnings at
improving margin levels. Further, the stable outlook anticipates
that modest free cash flow generation and falling leverage will
allow the company to begin paying a portion of its interest on the
subordinated debt in cash within the next eighteen months. The
recently amended credit agreement does not allow cash interest
payments to the subordinated debt holders prior to the reduction
in senior leverage below 4.0x.

The ratings are not currently expected to be upgraded at current
debt levels given the cyclical nature of Hudson's operations.
Moody's would expect Hudson to maintain adjusted leverage below
5.0x and interest coverage, defined as EBITA-to-Interest expense,
above 1.5x, through the cycle. A ratings downgrade could occur if
order trends were to meaningfully deteriorate followed by a
deterioration in earnings and operating margins or if liquidity
were to deteriorate due to Hudson's inability to generate FCF or
maintain adequate covenant cushion.

The principal methodology used in rating Hudson Products was the
Global Manufacturing 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.

Hudson Products Corporation, headquartered in Sugar Land, TX, is
one of the world's leading heat transfer solutions companies
providing air-cooled heat exchangers (ACHE), axial-flow fans and
related aftermarket hardware and support to the refinery,
petrochemical, natural gas and power generation end-markets.
Hudson was purchased by Riverstone Holdings LLC from the prior
sponsor . Revenues were roughly $190 million for the twelve months
ending March 31, 2012.


HUGHES TELEMATICS: Extends Agreement with Mercedes-Benz to 2017
---------------------------------------------------------------
HUGHES Telematics, Inc., and Mercedes-Benz USA, LLC, entered into
an Amended and Restated Telematics Services Agreement, which
supersedes the Telematics Services Agreement, dated as of Oct. 31,
2007, between the parties.  Pursuant to the Amended and Restated
Agreement, the Company continues to be the exclusive telematics
service provider for new Mercedes-Benz vehicles sold or leased in
the Unites States since Nov. 16, 2009, as well as the preferred
provider of telematics services for all Mercedes-Benz vehicles
sold or leased prior to Nov. 16, 2009.  The terms of the Original
Agreement remain materially unchanged, except that, pursuant to
the Amended and Restated Agreement, the parties agreed to:

   * expand the services available to owners and lessees of new
     Mercedes-Benz vehicles to incorporate the additional features
     included with the mbrace2 service offering;

   * adjust certain financial arrangements to align the parties'
     interests and allow for MBUSA to equip most model year 2013
     and later Mercedes-Benz vehicles produced for sale in the
     United States market with a factory-installed hardware device
     that enables the Company to provide the mbrace or mbrace2
     service offering;

   * provide that a third party, rather than the Company, will
     manufacture and sell MBUSA or its affiliates the factory-
     installed hardware device that enables the Company to provide
     the mbrace or mbrace2 service offering;

   * set forth a definitive payment schedule for certain amounts
     owed by the Company to MBUSA pursuant to the Original
     Agreement; and

   * extend the scheduled expiration of the contractual
     relationship between the parties to Dec. 16, 2017.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


INDEPENDENCE TAX: Incurs $237,000 Net Loss in Fiscal 2012
---------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $237,376 on $1.11 million of total
revenues for the year ended March 31, 2012, compared with net
income of $15.97 million on $1.15 million of total revenues during
the prior fiscal year.

The Partnership's balance sheet at March 31, 2012, showed $11.97
million in total assets, $37.03 million in total liabilities and a
$25.05 million total partners' deficit.

At March 31, 2012, the Partnership's liabilities exceeded assets
and for the year then ended incurred net loss, including gain on
sale of properties of $2,548,259 and loss on impairment of fixed
assets of $1,016,000.  These factors raise substantial doubt about
the Partnership's ability to continue as a going concern,
according to the Form 10-K.

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

                        http://is.gd/521AJO

             About Independence Tax Credit Plus L.P. II

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

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

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


INTELLICELL BIOSCIENCES: TCA Commits to Buy $2MM Common Shares
--------------------------------------------------------------
Intellicell Biosciences, Inc., finalized a committed equity
facility with TCA Global Credit Master Fund, LP, a Cayman Islands
limited partnership, whereby the parties entered into (i) a
committed equity facility agreement and (ii) a registration rights
agreement.

On June 7, 2012, the Company entered into the Equity Agreement
with TCA.  Pursuant to the terms of the Equity Agreement, for a
period of 24 months commencing on the effective date of the
Registration Statement, TCA will commit to purchase up to
$2,000,000 of the Company's common stock, par value $0.001 per
share, pursuant to Advances, covering the Registrable Securities.
The purchase price of the Shares under the Equity Agreement is
equal to 95% of the lowest daily volume weighted average price of
the Company's common stock during the five consecutive trading
days after the Company delivers to TCA an Advance notice in
writing requiring TCA to advance funds to the Company, subject to
the terms of the Equity Agreement.

As further consideration for TCA entering into and structuring the
Equity Facility, the Company will pay to TCA a fee by issuing to
TCA that number of shares of the Company's common stock that equal
a dollar amount of $110,000.  It is the intention of the Company
and TCA that the value of the Facility Fee Shares will equal
$110,000.  In the event the value of the Facility Fee Shares
issued to TCA does not equal $110,000 after a ninth month
evaluation date, the Equity Agreement provides for an adjustment
provision allowing for necessary action to adjust the number of
shares issued.

On June 7, 2012, the Company entered into the Registration Rights
Agreement with TCA.  Pursuant to the terms of the Registration
Rights Agreement, the Company will use its commercially receivable
best efforts to file a registration statement with the U.S.
Securities and Exchange Commission to cover the Registrable
Securities no later than 45 days from the Closing Date.  The
Company will use its commercially reasonable efforts to cause the
Registration Statement to be declared effective by the SEC no
later than 90 days following the Closing Date.  In the event that
the Registration Statement is not declared effective within a 150
days of the Filing Date, the Company will be subject to certain
penalties as further detailed in the Registration Rights
Agreement.

                   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.


JASPERS ENTERPRISES: July 11 Hearing on Bid to Extend Exclusivity
-----------------------------------------------------------------
Jaspers Enterprises, Inc., will return to the Bankruptcy Court on
July 11, 2012, at 10:00 a.m. for a hearing on its request to
extend the exclusivity period for filing a Chapter 11 plan and
explanatory disclosure statement, and for obtaining acceptance of
the plan.  Objections are due July 3.

Jaspers wants the Exclusive Filing Period extended until Sept. 12,
2012, and the Exclusive Solicitation Period until Nov. 11.

Section 1121(b) of the Bankruptcy Code provides a Chapter 11
debtor the exclusive right to file a plan during the first 120
days after the entry of the order for relief.  Jaspers' exclusive
right under 11 U.S.C. Sec. 1121(b) to file its plan was slated to
expire on June 12.

Once a Chapter 11 debtor files a plan before the expiration of its
11 U.S.C. Sec. 1121(b) exclusive period, Section 1121(c)(3) of the
Bankruptcy Code allows another party to file a plan if and only if
"the debtor has not filed a plan that has been accepted, before
180 days after the date of the order for relief under this
chapter, by each class of the claims or interest that is impaired
under the plan."  Jaspers' exclusive period for obtaining
acceptances of its plan will expire Aug. 11.

Jaspers said the requested extension is warranted given the number
of creditors holding secured and unsecured claims against the
Debtor's estate and the complex nature of the Debtor's operations.


KIMBRELL REALTY: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Kimbrell Realty/Jeth Court, L.L.C.
        6608 N. University Street
        Peoria, IL 61614

Bankruptcy Case No.: 12-81454

Chapter 11 Petition Date: June 18, 2012

Court: U.S. Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Boulevard, #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

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

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

The petition was signed by Jody D. Kimbrell, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HSBC Business Solutions            --                       $5,758
P.O. Box 5219
Carol Stream, IL 60197


LANDAMERICA FINANCIAL: Trustee Negotiates $39 Million Settlement
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of LandAmerica Financial Group Inc. are in
for an additional $39 million payday.  A trust, created under the
liquidating Chapter 11 plan implemented in late 2009, sued
directors and officers in 2011, alleging breaches of fiduciary
duty. The district judge denied a motion to dismiss the suit in
March and sent the parties to mediation.

According to the report, the mediator brought the parties together
on a settlement where providers of directors' and officers'
liability insurance will pay $36 million.  In addition, the
insurance companies waive their claims, freeing up an additional
$3 million being held in reserve in case the claims were held
valid.

The bankruptcy court in Richmond arranged a hearing on July 9 for
approval of the settlement.

In April the trust brought home a settlement with other insurance
companies, generating $37.9 million.

                    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.


LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Jacksonville, Fla.-based Lender Processing
Services Inc. (LPS) and revised the rating outlook to stable from
negative.

"We also affirmed our 'BBB' issue rating on the company's first-
lien revolving credit facility and term loans. The '1' recovery
rating on the debt remains unchanged and indicates our expectation
that lenders would receive very high (90% to 100%) recovery in the
event of a payment default," S&P said.

"In addition, we affirmed our 'BB+' issue-level rating on senior
unsecured notes due July 2016. The '4' recovery rating remains
unchanged and indicates our expectation that debt holders would
receive average (30%-50%) recovery in the event of a payment
default," S&P said.

"The outlook revision reflects our expectation for stabilizing
revenue and earnings, continued analytics services revenue growth,
and, beginning in 2013, increases to foreclosure processing
activity," said Standard & Poor's credit analyst John Moore.

"The ratings reflect LPS' 'fair' business risk profile and
'intermediate' financial risk profile. Our expectation is that the
company's strong market position, good cash flow characteristics,
and moderate financial policies will enable it to maintain
leverage appropriate for the rating, despite its somewhat narrow
and cyclical market focus, as well as foreclosure processing
delays to date. We expect LPS to maintain an 'adequate' liquidity
profile," S&P said.

"Our stable outlook on LPS reflects the company's leading and
defensible market presence and our expectation for stabilizing
revenue and earnings in 2013, continued TD&A revenue growth, and
increasing foreclosure processing activity. A downgrade could
result were the financial performance of the Transaction Services
business not to stabilize in 2013, such that debt to EBITDA would
exceed 3x on a sustained basis," S&P said.

"Given the company's somewhat narrow and cyclical market focus, an
upgrade is unlikely in the near term. Over the longer term, a
scenario of consistent revenue and profit growth, leverage of 2x
or less, and improved performance of the company's foreclosure
processing business could lead to upward rating momentum," S&P
said.


LIQUIDMETAL TECHNOLOGIES: Extends Apple MTA Through February 2014
-----------------------------------------------------------------
Liquidmetal Technologies, Inc., and Apple Inc. entered into an
amendment to the Master Transaction Agreement that they previously
entered into on Aug. 5, 2010.  Under the MTA, the Company was
originally obligated to contribute to Crucible Intellectual
Property, LLC, a special purpose subsidiary of the Company, all
intellectual property acquired or developed by the Company through
Feb. 5, 2012, and all intellectual property held by Crucible
Intellectual Property, LLC, is exclusively licensed on a perpetual
basis to Apple for the field of use of consumer electronic
products under the MTA.  Under the Amendment, the parties agreed
to amend the MTA to extend the Feb. 5, 2012, date to Feb. 5, 2014.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2012, showed
$2.02 million in total assets, $4.86 million in total liabilities,
and a $2.84 million total shareholders' deficit.


LIVE NATION: Credit Amendment Won't Change Moody's Ratings
----------------------------------------------------------
Moody's Investors Service said that Live Nation Entertainment,
Inc.'s ratings were unchanged by the pending amendment to the
company's existing credit agreement.

The principal methodology used in rating was the Global Business &
Consumer Service Industry Rating Methodology published October
2010 and the Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

Live Nation Entertainment, Inc., headquartered in Beverly Hills,
California, operates a leading live entertainment ticketing and
marketing company, owns, operates and/or exclusively books live
entertainment venues in the U.S. and Europe, and owns the rights
to several globally recognized performing artists under contracts
of varying scope and duration.

Live Nation merged with Ticketmaster on January 25, 2010. The
continuing entity has annual revenues of approximately $5.4
billion, $3.5 billion of which comes from concerts and $1.2
billion of which comes from ticketing, with the balance coming
from sponsorship and other ancillary revenue sources. Nearly 61%
of revenues stem from U.S. operations and 13% come from the U.K.
The 26% balance is spread over a number of geographies.

As reported by the Troubled Company Reporter-Europe on April 19,
2011, Moody's downgraded Live Nation's corporate family and
probability of default ratings by one notch to B1 from Ba3.


LONGVIEW POWER: S&P Cuts Rating on $1.175-Bil. Facility to 'B-'
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its issue rating on
Longview Power LLC's $1.175 billion senior secured facilities
maturing in 2014 and 2017 to 'B-' from 'B+'. The '3' recovery
rating is unchanged. The outlook is negative.

"The downgrade stems from lower power prices and lower-than-
expected coal sales that will impair financial performance and
increase refinance risk," said Standard & Poor's credit analyst
Terry Pratt.

"We have lowered our estimate of Longview's future cash flow
prospects given the decline in current and forward power prices
since our last review in December 2011. The decline in power
prices results from low natural gas prices as shale gas production
in the region continues to be robust with little reduction in
drilling activity foreseen for some time. For the first quarter
of 2012, Longview realized a round-the-clock price of about $29
per megawatt-hour (MWh), also due to much warmer-than-usual winter
weather," S&P said.

"Other factors that hurt cash flow currently are the start-up
phase of the plant and less-than-expected cash flow from Mepco's
operations. Longview achieved substantial completion in December
2011 following numerous construction problems. The capacity factor
was 72.7% in first-quarter 2012 against a budget of 88.4%.
Favorably, performance improved over the quarters to a capacity
factor of 94% in March. Ramp-up improvement is typical for most
plants, but cash flow loss for downtime is material," S&P said.

"The negative outlook reflects the potential for weaker financial
performance in 2013 and potentially additional draws on what will
be significantly depleted liquidity facilities after 2012 draws.
This weaker performance could result from a further decline in
power prices or less-than-expected cash flow if Mepco's
contribution does not rise to near pro forma forecast levels in
early 2013. Several developments could lead to a rating downgrade,
including the potential for liquidity facilities to become
exhausted, DSCRs of 1.1x or lower, an adverse and material
financial outcome of the various construction contractor claims
against the project. A movement to stable would require DSCRs of
at least 1.2x, full liquidity facilities, and comfort that the
project will be able to refinance the large amount of debt coming
due in 2014 ($589 million at Longview and Dunkard)," S&P said.


MAKENA GREAT: Ronnie Schwartz to Fund Plan for GAC Storage Copley
-----------------------------------------------------------------
GAC Storage Lansing, LLC, submitted to the U.S. Bankruptcy Court
for the Northern District of Illinois an Amended Disclosure
Statement to Debtor GAC Storage Copley Place, LLC's Plan of
Reorganization dated May 22, 2012.

According to the Amended Disclosure Statement, the Plan provides
for the reorganization of the Debtor's business and the resolution
of all outstanding Claims against and Interests in the Debtor.
The Plan also contemplates the issuance of new equity interests in
the Reorganized Debtor to an entity owned entirely by Ronnie
Schwartz in exchange for substantial equity contributions to fund
(i) either the $385,000 Payment Reserve or the $1,000,000 Lump Sum
Payment and (ii) payment of any Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims,
Allowed Other Secured Claims, and the Unsecured Claim Distribution
if the Reorganized Debtor's available Cash or business operations
are insufficient to fund the payments.  The Debtor is negotiating
a contractual commitment with Newco regarding the New Equity
Contributions, which commitment will be formalized prior to the
confirmation hearing.

The Debtor's current owner, GAC Storage, LLC, and none of the
Guarantors will have any ownership interest in the Reorganized
Debtor or Newco.  Although it is possible that third party
investors, as Storage Etc., may at some time in the future acquire
ownership interests in Newco, there are no current agreements or
negotiations for involvement of any outside investors.

The Plan also provides for an injunction against the commencement
or continuation of any action, the employment of process, or any
act to collect, recover or offset any Claim of any Holder against
the Guarantors under the Bank Loan Documents or otherwise, so long
as the Reorganized Debtor is performing its obligations under the
Plan and no Default has occurred.  Newco is not willing to fund
the New Equity Contributions without the Guarantor Injunction.

Projected distributions under the Plan are as follows:

    Class  Claim                  Claim Amount  Distribution
    -----  -----                  ------------  ------------
      2    Bank Claim              $9,797,260     100%
      3    Other Secured Claims       $30,183     100%
      4    General Unsecured Claims   $20,000      50%
      5    Interests                   N/A          0%

                         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,
and San Tan Plaza, LLC, under lead case no. 11-40944.

             About Makena Great American Anza Company

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- is a commercial shopping
center developers in Southern California.  Makena Great American
leads the way in the acquisition and development of "A-Location"
small commercial shopping centers and corner properties in
Southern California.

The Makena Great American Anza Company filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin, LLC, in Chicago, serves as local counsel to the Debtor.
D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein,
Shur, Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel
to the Debtor.  The Debtor disclosed $13,938,161 in assets and
$17,723,488 in liabilities.


MARIANA RETIREMENT FUND: Seeks to Continue Benefits Payment
-----------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports that the NMI
Retirement Fund has asked the U.S. District Court for the NMI
Bankruptcy Division to allow for the continued payment of certain
benefits to beneficiaries at the 100% level pending the Court's
entry of an order dismissing the Fund's Chapter 11 bankruptcy
petition.

According to the report, the Fund, through counsel Jeremy B.
Coffey, informed the Court that prior to filing the proposal, the
Debtor consulted with counsel for the Official Committee of
Unsecured Creditors, and the U.S. Trustee.

The report relates Mr. Coffee said the Official Committee does not
object to the Fund's request, while the Trustee did not express
any objection but reserved all rights to interpose an objection
upon the Fund's submission of the proposal.  The Fund requested
the Court to schedule an expedited hearing on its proposal for
continued payment.

The report, citing the background of the payment issue, notes Mr.
Coffey said prior to the Chapter 11 filing, the Fund established a
subsidiary, Pension Holdings Corp., for the purpose of ensuring
the continued payments of benefits, in full, for up to the first
two months of this case.  At the same time, the lawyer said, the
Fund began taking steps to seek court authority to gradually
reduce the level at which benefits would be paid consistent with
the Fund's plan for the Chapter 11 case.

The report relates Mr. Coffey said with the June 2012 payment,
Pension Holdings Corp. has now exhausted its funding and is no
longer able to satisfy the Fund's semi-monthly payment
obligations.  The next such payment schedule is on or before
July 1, 2012.

In a memorandum decision delivered on June 13, 2012, Judge Robert
J. Faris indicated his intent to enter an order of dismissal of
the Chapter 11 case after consideration and payment of fee and
administrative expense requests, which consideration could occur
as late as July 27.

The report says Mr. Coffey explained that if the Fund is unable to
resume benefit payments until after the dismissal order is
entered, it would cause undue hardship on Fund members who rely on
such benefit payments to meet basic food, shelter, clothing, and
medical needs.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.


MARTIN MIDSTREAM: Moody's Affirms 'B1' CFR Following Asset Sale
---------------------------------------------------------------
Moody's Investors Service affirmed Martin Midstream Partners
L.P.'s (MMLP) B1 Corporate Family Rating (CFR) and B3 senior
unsecured note rating following MMLP's announcement that it has
entered into a definitive agreement to sell certain natural gas
gathering and processing assets for $275 million. MMLP's SGL-3
Speculative Grade Liquidity (SGL) rating is unchanged, and the
rating outlook remains stable.

"The asset sale will reduce previously elevated leverage to a
level more in line with the B1 CFR and stable outlook while
improving MMLP's business risk profile," commented Jonathan
Kalmanoff, Moody's Analyst. "Although MMLP will have reduced scale
and diversification following the asset sale, Moody's anticipates
that the company will rapidly re-deploy the divested capital into
various growth initiatives driving an evolving leverage and
business risk profile." At March 31, 2012, pro forma for the sale
of the gas gathering and processing assets, debt / EBITDA at MMLP
will be approximately 4.2x.

Issuer: Martin Midstream Partners L.P.

  Downgrades:

    US$200M 8.875% Senior Unsecured Regular Bond/Debenture,
Downgraded to LGD5, 86 % from LGD5, 84 %

Ratings Rationale

The B1 CFR is restrained by MMLP's relatively small size and
scale, geographic concentration in the US Gulf Coast region, some
commodity price risk exposure in the natural gas services and
sulfur services business segments, leverage which is at the high
end of the range for the rating, and the risks inherent in the MLP
business model. The rating is supported by strong business line
diversification, niche market positions in several business lines,
a high proportion of fee-based cash flows, contract structures
which reduce volume risk in the terminalling and storage and
sulfur business segments, a supportive General Partner (GP), a
long industry track record, and a seasoned management team.

The SGL-3 reflects adequate liquidity through the second quarter
of 2013, with March 31, 2012 pro forma liquidity consisting of an
undrawn $400 million secured credit facility due 2016 and $9
million of cash. Moody's anticipates that MMLP will be in
compliance with its three financial covenants through the second
quarter of 2013. There are no debt maturities prior to 2016 when
the credit facility matures. Although MMLP's assets are pledged as
security under the credit facility, the company would likely have
the ability to raise additional liquidity through limited asset
sales.

The B3 note rating reflects both the overall probability of
default of MMLP, to which Moody's assigns a PDR of B1, and a loss
given default of LGD5-86%. The size of the senior secured
revolver's priority claim relative to the senior unsecured notes
results in the notes being rated two notches beneath the B1 CFR
under Moody's Loss Given Default Methodology.

The stable outlook assumes that debt / EBITDA will be sustained
below 4.5x. Moody's could downgrade the ratings if it appears that
debt / EBITDA will be sustained above 4.5 given the current
business risk profile, if the business risk profile deteriorates
as a result of significant growth into riskier business lines, or
if there is a deterioration in the credit profile of Martin
Resource Management Corporation (MRMC, the owner of the GP).
Moody's could upgrade the ratings if scale and/or business risk
profile materially improve and if debt / EBITDA is expected to be
sustained below 4.0x.

The principal methodology used in rating Martin Midstream Partners
was the Global Midstream Energy 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.

Martin Midstream Partners L.P. is a master limited partnership
headquartered in Kilgore, Texas.


MARTIN MIDSTREAM: S&P Affirms 'B+' CCR on Improved Finc'l. Profile
------------------------------------------------------------------
Standard & Poor's Services revised its outlook on Martin Midstream
Partners L.P. (Martin) to stable from negative. "We also affirmed
our 'B+' corporate credit rating on the partnership and our 'B'
issue-level rating on its senior unsecured notes. As of March 31,
2012, Martin had $434 million of total reported debt," S&P said.

"Martin announced its intent to sell the majority of its natural
gas services assets, including its East Texas gathering and
processing assets and its 50% operating interest in the Waskom Gas
Processing Co. (a subsidiary of CenterPoint Energy Inc. already
owns the remaining 50%) to an indirect, wholly owned subsidiary of
CenterPoint Energy for $275 million. As a result of the
transaction, we expect leverage to improve because the company
will use proceeds from the sale to pay down borrowings under the
revolving credit facility. Pro forma for the transaction, we
expect the partnership to have a debt to EBITDA ratio of around
2.4x and EBITDA interest coverage of 4x. While these measures are
conservative for the rating, we expect leverage to gradually
increase to about 4x as management pursues growth opportunities
over the next 12 to 24 months. In addition, we expect distribution
coverage to be less than 1x over the next few quarters due to
lower cash flow attributed to the divestiture, which leaves little
cushion if one of Martin's business segments underperforms. In our
analysis, we also consider Martin Resource Management Corp.'s
(MRMC; not rated) and Martin's consolidated credit measures. We
believe consolidated financial leverage will range between 3.5x
and 4x by the end of 2012," S&P said.

Standard & Poor's rating on Martin reflects the partnership's
"weak" business risk profile and "aggressive" financial risk
profile.

"Martin's small size, dependency on a few key assets, volume risk
in the terminal and storage segment, and some commodity price
exposure characterize the weak business risk profile," said
Standard & Poor's credit analyst Nora Pickens.

"The aggressive financial risk profile incorporates Martin's
current financial metrics, its business interactions with its
parent, and the master limited partnership (MLP) structure.
Martin's diverse business lines, largely fee-based revenue
streams, and expertise handling certain specialty products
partially offset these risks," S&P said.

"We are unlikely to raise the rating in the intermediate term due
to Martin's limited scale, including its EBITDA concentration with
parent MRMC. We could lower the rating if one or more of the
partnership's business segments underperform, or if an acquisition
weakens the financial profile, resulting in a total debt to EBITDA
ratio of more than 4.5x. We could also lower the rating if MRMC's
credit quality weakens, which could result in consolidated
leverage of more than 5.5x and could pressure Martin's cash flow,
or if the ultimate outcome of litigation at MRMC harms Martin's
credit quality," S&P said.


MEDICAL ALARM: Amends Financing Agreement with FirstFitness
-----------------------------------------------------------
Medical Alarm Concepts Holding, Inc., on May 16, 2012, reached
agreement with FirstFitness International, Inc., to amend the
financing agreement and security agreements dated Jan. 4, 2012,
where the Company provided a one-year loan to FirstFitness
International.  In this amendment the parties agree to the
following:

    Should FirstFitness International, Inc., pay to Medical Alarm
    Concepts Holdings, Inc., the sum of $35,000 by May 31, 2012,
    and the additional sum of $35,000 by July 10, 2012, all
    remaining balances relating to the financing agreement dated
    Jan. 4, 2012, will be forgiven and the entire debt due to
    Medical Alarm Concepts Holdings, Inc., will have been
    satisfied.  Should FirstFitness International, Inc., fail to
    pay Medical Alarm Concepts Holdings, Inc., the sum of $35,000
    by May 31, 2012, all provisions of the previous agreement will
    remain in full force.  Should FirstFitness International,
    Inc., pay Medical Alarm Concepts Holdings, Inc., the sum of
    $35,000 by May 31, 2012, but fail to pay Medical Alarm
    Concepts Holdings, Inc., the sum of $35,000 by July 10, 2012,
    the amount owed to Medical Alarm Concepts Holdings, Inc., will
    be reduced by the previously paid $35,000, but all provisions
    of the previous agreement will remain in full force.

Moreover, on May 17, 2012, the Company received payment of revenue
associated with the first sections of a previously announced sale
of MediPendants.  Total payments associated with this release
totaled $275,000.  The Company expects additional revenue through
the end of 2012 associated with this previously announced contract
announced on March 12, 2012.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MERRILL CORPORATION: Moody's Lowers PDR to Ca; Reviews Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded Merrill Corporation's
Probability of Default Rating to Ca from Caa2, Corporate Family
Rating to Caa3 from Caa1, first lien senior secured credit
facilities to Caa1 from B2, and the second lien senior secured
term loan to Ca from Caa3. All ratings were placed on review for
further downgrade due to the imminent maturity of the company's
revolving credit facility on June 29, 2012.

According to Moody's Analyst Ben Nelson, "Merrill has been able to
make the necessary operational adjustments to restore about half
of its recession-era decline in EBITDA and this has improved its
credit metrics, but the combination of a thin free cash flow
cushion, retrenchment in the capital markets over the past two
months, and imminent debt maturities has raised the specter of a
deemed default event."

Actions:

  Issuer, Merrill Corporation

    Probability of Default Rating, downgraded to Ca from Caa2, on
    review

    Corporate Family Rating, downgraded to Caa3 from Caa1, on
    review

    Outlook, Rating Under Review (revised from negative)

  Issuer, Merrill Communications LLC

    First Lien Senior Secured Credit Facilities, downgraded to
    Caa1(LGD2 18%) from B2, on review

    Second Lien Senior Secured Term Loan, downgraded to Ca (LGD4
    65%) from Caa3, on review

  Outlook, Rating Under Review (revised from negative)

Ratings Rationale

The rating action was prompted by a lack of definitive progress
towards refinancing upcoming debt maturities that in Moody's view
has heightened default risk. Merrill is not expected to have
sufficient cash to repay outstanding cash advances against its $40
million first lien senior secured revolving credit facility that
matures on June 29, 2012. The company must also address the
upcoming maturity of its $374 million first lien senior secured
term loan due December 2012 and $200 million second lien senior
secured term loan due November 2013.

The review for downgrade will focus on Merrill's plans to
refinance or restructure its debt obligations. Moody's deems a
default to have occurred when a payment of principal or interest
is not made by the end of a grace period without regard to lender
acceleration or forbearance.

Moody's would downgrade Merrill's ratings if the company does not
refinance its revolving credit facility that matures on June 29,
2012. The ratings could be upgraded if Merrill successfully
addresses its debt maturities.

The principal methodology used in rating Merrill Corporation was
the Global Business & Consumer Service Industry Rating Methodology
published in October 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.

Headquartered in St. Paul, Minnesota, Merrill Corporation provides
a range of document and data management services, litigation
support, branded communication programs, fulfillment, imaging, and
printing services organized along two main business segments:
Legal and Financial Transaction Services ("LFTS") and Marketing
and Communication Solutions ("MCS"). The company generated $788
million of revenue for the 12 months ended October 31, 2011.


MF GLOBAL: Senior Executives May Not be Pinned With Collapse Blame
------------------------------------------------------------------
Jean Eaglesham, Aaron Lucchetti and Devlin Barrett at The Wall
Street Journal report that regulators may not be able to charge
most of MF Global Holdings Ltd. senior executives with supervision
failures related to the company's collapse.  WSJ relates that the
executives weren't registered with commodities regulators.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MONEY TREE: Hiring of Burr & Forman as Conflicts Counsel Denied
---------------------------------------------------------------
Burr & Forman LLP has asked the Bankruptcy Court to reconsider its
order dated April 27, 2012, in which the Court denied the request
of Small Loans, Inc., to employ the firm as conflicts counsel or,
in the alternative, to amend the Order to allow for payment of
Burr & Forman's fees and expenses through April 27 for work done
which directly benefited the Debtors' estates.

As reported in the Troubled Company Reporter on April 18, 2012,
the Debtors sought to employ Burr & Forman to represent them where
Baker Donelson Bearman Caldwell & Berkowitz, the Debtors' counsel,
has an actual or business conflict that prevents it from
representing the Debtors.

Burr & Forman's hourly rates are:

         Partners                 $350 - $525
         Associates               $200 - $320
         Legal Assistants          $85 - $175

Burr & Forman has requested a $40,000 retainer to serve as
security for services to be performed postpetition.  The retainer
would be applied to Burr & Forman's final bill.

The firm can be reached at:

         Marc P. Solomon, Esq.
         BURR & FORMAN LLP
         420 North 20th Street, Suite 3400
         Birmingham, AL 35203
         Tel: (205) 458-5281
         Fax: (205) 244-5733
         E-mail: msolomon@burr.com

                       About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,

The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The Money Tree Inc. disclosed $73,413,612
in assets and $73,050,785 in liabilities as of the Chapter 11
filing.  The petitions were signed by Biladley D. Bellville,
president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

Greenberg Traurig, LLP represents the official committee of
unsecured creditors for the Debtors.  The Committee tapped HGH
Associates LLC as its accountants and financial advisors.


MORGAN INDUSTRIES: Hunter Unveils Two New Dealers
-------------------------------------------------
Trade Only Today reports that, even amid a Chapter 11 bankruptcy
restructuring, Hunter Marine Corp. announced two new dealers to
represent the builder's line in North America.

According to the report, Simple Sailing Charter & Sales is located
in St. Petersburg, Fla., and operating out of the municipal marina
in St. Petersburg.  It will exclusively represent Hunter's full
line of trailerable small boats and up to the 27-foot keelboat for
the Tampa Bay area and the Northern Florida Gulf Coast.

The report notes Simple Sailing owner Ed Ecker said that offering
charters and sailing lessons will give potential customers a
chance to "try before they buy."  Empire Yacht Sales in Fairhaven,
N.Y., will operate out of Fair Point Marina on Lake Ontario. That
dealer will serve the upstate New York and western Pennsylvania
area.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MOUNTAIN PROVINCE: Seven Directors Elected at Annual Meeting
------------------------------------------------------------
Mountain Province Diamonds Inc. held its annual meeting of
shareholders on June 14, 2012.  At the annual meeting,
shareholders elected seven directors, namely:

   (1) Jonathan Comerford;
   (2) Patrick Evans;
   (3) Elizabeth J. Kirkwood;
   (4) Carl Verley;
   (5) David Whittle;
   (6) D.H.W. (Harry) Dobson; and
   (7) Peeyush Varshney.

The shareholders ratified the reappointment of KPMG LLP, Chartered
Accountants, as auditors of the Corporation and  authorized the
directors to fix the auditor's remuneration.  The shareholders re-
approved, confirmed and ratified the Stock Option Plan.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that
the Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed C$66.55
million in total assets, C$9.42 million in total liabilities, all
current, and C$57.13 in total shareholders' equity.


MOUNTAIN PROVINCE: Kennady Receives Type A Land Use Permit
----------------------------------------------------------
Mountain Province Diamonds Inc. announced that the Company's
wholly-owned subsidiary, Kennady Diamonds Inc., has received a
Type A Land Use Permit from the Mackenzie Valley Land and Water
Board in respect of the Kennady North diamond project.

"Receipt of the Land Use Permit clears the way for us to commence
the summer drill program at Kennady North", said Mountain Province
President and CEO Patrick Evans.  "We have retained Yellowknife-
based Northtech Drilling Ltd. to conduct a minimum 2,500 meter
drill program, which will commence immediately," Mr. Evans added.

Plans are in place for two drill rigs to be mobilized to Kennady
North with the first rig focussed on in-fill drilling along the
Kelvin - Faraday kimberlite corridor, where a number of high
priority drill targets have been identified.  The diamondiferous
Kelvin, Hobbes and Faraday kimberlites, located approximately 10
kilometers from the De Beers JV at Gahcho Ku, were discovered in
the early 2000's.  The second drill rig will test approximately
twelve newly discovered kimberlite targets that are accessible
during summer.  The remainder of the high priority targets will be
tested during a second phase winter drill program which will be
conducted in early 2013.

Patrick Evans commented: "Our priority at Kennady North is to
define a resource along the Kelvin - Faraday kimberlite corridor.
The close proximity of these kimberlites to the Gahcho Kue mine,
currently being permitted with JV partner De Beers, raises the
potential for them to add to the projected mine life.  We will
also be testing a number of newly discovered high priority
geophysical targets that correspond with unexplained kimberlite
mineral trains not associated with the known kimberlites at
Kennady North.  We are very excited about the Kennady North
exploration program and are also keen to commence drilling of the
newly discovered geophysical targets at the De Beers JV."

Final analysis of the data from the Fugro airborne gravity
gradiometry (AGG) survey over the De Beers JV leases resulted in
the identification of 55 geophysical targets of which 23 are
interpreted as high priority.  The JV partners are expected to
announce a follow-up exploration program in the near future.

As announced last Monday, June 11, 2012, Mountain Province has
also received conditional approval from the TSX-Venture Exchange
for the listing of Kennady Diamonds, which is being sought as part
of the previously announced plan of arrangement, pursuant to which
the Company will transfer the wholly-owned Kennady North project,
to Kennady Diamonds.

Upon completion of the Arrangement, Mountain Province will also
transfer working capital in the amount of C$3M to Kennady Diamond
and will distribute 100 percent of the shares of Kennady Diamonds
to Mountain Province shareholders on the basis of one Kennady
Diamond share for every five shares of Mountain Province held by
shareholders on the record date.  The record date, which will
likely be before the end of June, 2012, will be the date
established for the purposes of determining the Mountain Province
shareholders entitled to receive the distribution of Kennady
Diamonds' shares.  A further announcement in this regard is
expected shortly.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada,
noted that the Company has incurred a net loss in 2011 and expects
to require additional capital resources to meet planned
expenditures in 2012 that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed C$66.55
million in total assets, C$9.42 million in total liabilities, all
current, and C$57.13 in total shareholders' equity.


MSR RESORT: Can't Emerge Before Hilton Issue Resolved
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the four bankrupt resorts still owned by Paulson &
Co. and Winthrop Realty Trust said the dispute with Hilton
Worldwide Inc. is the "single-greatest driver" of reorganization
value and a "gating issue to a meaningful exit process."  The
statements were contained in court papers filed last week for an
extension until Aug. 1 of the exclusive right to proffer a Chapter
11 plan.  A hearing on the so-called exclusivity motion will take
place June 27.

According to the report, the resorts said in the exclusivity
motion that they are negotiating more lucrative contracts with
other hotel managers if they can escape from the Hilton agreements
at the right price.  The resorts reiterated their promise to pay
all creditors in full.

The report relates that the resort owners were dealt a defeat in
May when the bankruptcy judge in Manhattan ruled that they can't
escape from management agreements with Hilton on three properties
without giving rise to damages that would cut down on the owners'
recovery in Chapter 11.  Beating Hilton down to nothing is
important because the resorts intend to pay creditors in full,
with money left over for Paulson and Winthrop.

The schedule calls for trial to begin on June 27 where the
bankruptcy court will decide how much in damages Hilton is
entitled to be paid for termination of existing management
agreements.  Both sides were to file their pre-trial briefs
June 20.

                         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.


NATIONAL QUALITY: Deregisters Unsold Securities Under Plans
-----------------------------------------------------------
National Quality Care, Inc., filed with the U.S. Securities and
Exchange Commission post-effective amendments relating to the
registration statements on Form S-8 registering shares of common
stock of the Company to be issued in connection with the 1996
Stock Option Plan, stock options issued to consultants, and the
1998 Stock Option Plan.  The amendment was filed solely to
deregister any and all securities previously registered under the
Registration Statements that remain unsold.

                    About National Quality Care

Los Angeles, Calif.-based National Quality Care, Inc., was, prior
to the sale of substantially all its assets on March 19, 2010, a
research and development company.  Its platform technology was a
wearable artificial kidney for dialysis and other medical
applications (the "Wearable Kidney").  This device treats the
blood of patients through a pulsating, dual-chambered pump.
Continuous dialysis has always been possible for patients who are
able to make several weekly visits to a dialysis clinic to be
attached to a large machine for three to four hours at a time.
With a wearable artificial kidney, patients would be able to have
24-hour dialysis, seven days a week, without having to spend long
hours attached to a large machine at a clinic, allowing them to
maintain a reasonable life style.

The Company's balance sheet at March 31, 2011, showed $3.08
million in total assets, $3.13 million in total liabilities and a
$54,976 total stockholders' deficiency.


NEW ENGLAND BUILDING: Amends Schedules of Assets & Debts
--------------------------------------------------------
New England Building Materials, LLC, filed with the Bankruptcy
Court an amendment to its schedules of assets and liabilities,
disclosing:

       Name of Schedule                    Assets   Liabilities
       ----------------                    ------   -----------
   A - Real Property                   $3,786,186

   B - Personal Property              $10,097,713

   C - Property Claimed as Exempt

   D - Creditors Holding
       Secured Claims                                $6,739,077

   E - Creditors Holding Unsecured
       Priority Claims                                 $523,301

   F - Creditors Holding Unsecured
       Nonpriority Claims                            $4,391,207
                                           ------   -----------
            Total                     $13,883,899   $11,653,587

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  Lawyers
at Marcus, Clegg & Mistretta, P.A., serve 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 Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEW ORLEANS AUCTION: Assets Sold to Cakebread Art Antiques
----------------------------------------------------------
Catherine Saunders-Watson at Auction Central News reports that the
assets of New Orleans Auction Galleries were purchased by
Cakebread Art Antiques Collectables, Inc., a firm owned by Houston
businesswoman Susan Krohn, at an auction on June 1, 2012.

According to the report, the auction was conducted in the office
of attorney Stewart F. Peck -- speck@lawla.com -- of Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard.

According to the report, Ms. Krohn was an investor in NOAG and one
of approximately 200 creditors listed in the bankruptcy petition.
But contrary to rumor, the report says the money the bankrupt
auction house owed to Ms. Krohn was not applied toward Cakebread's
purchase of the company's assets.

The report relates, in a June 6 telephone interview, Mr. Peck
confirmed to Auction Central News that three pre-qualified bidders
had competed for NOAG's assets -- M.S. Rau Antiques LLC,
Aschaffenburg Assets LLC, and Cakebread.  The purchase price was
not disclosed, although there has been speculation within New
Orleans' antiques trade that it was in the vicinity of
$1.5 million.

The report adds New Orleans Auction Galleries' new president,
Ashton Thomas, replaces former boss Jean Vidos and will run day-
to-day operations at the gallery.  Mr. Thomas confirmed to Auction
Central News that the majority of NOAG's staff of 15 are still
employed by the gallery, "with no sign that there will be any
changes in the immediate future."

The report says NOAG's first auction under new ownership will be a
July 21-22 sale of fine and decorative art.  Consignments are
currently being accepted.  As in the past, Internet live bidding
will be available through LiveAuctioneers.com.

Based in New Orleans, Louisiana, New Orleans Auction Galleries
Inc. filed for Chapter 11 bankruptcy protection on April 1, 2011
(Bankr. E.D. La. Case No. 11-11068).  Judge Elizabeth W. Magner
presides over the case.  Stewart F. Peck, Esq., Christopher T.
Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl
Wheaton Peck Rankin & Hubbard, represent the Debtor.  The Debtor
selected Pontchartrain Financial LLC as financial advisor, and
Patrick Gros CPA as accountant.  The Debtor estimated assets of
$100,000 and $500,000, and debts of $1 million and $10 million.


NEWFIELD EXPLORATION: Fitch Rates Unsecured Notes Due 2024 'BB+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Newfield Exploration
Company's (Newfield; NYSE:NFX) expected issuance of unsecured
notes due 2024.  The net proceeds are intended to fund the
purchase of up to $550 million in principal amount of the 2016
notes.

Proceeds will also be used to repay a portion of the borrowings
outstanding under the revolving credit facility, which were drawn
to fund the redemption of the 6 5/8% senior subordinated notes due
2014. Newfield's Rating Outlook remains Stable.

The ratings reflect Newfield's relatively conservative financial
profile.  While management has stated it is willing to borrow to
finance acquisitions, Fitch would expect acquisitions to be
relatively small.  Additionally, Fitch expects Newfield to finance
its acquisitions with divestitures of non-core related assets as
the company focuses on high-grading its asset base.

The Stable Outlook reflects solid liquidity and operating momentum
from liquids production growth.  This contrasted with the timing
and challenge of Newfield's transition from being primarily a
natural gas producer to being an oil focused company.

Reserve growth for 2011 was driven by undeveloped bookings in the
Williston (Bakken) and Monument Butte (Uinta) fields (72 of 143
mmboe in total organic adds).  Gains were partially offset by the
reclassification of 15 mmboe of natural gas from proved
undeveloped reserves to probable reserves (as required by SEC
reporting standards).  This is because they are no longer expected
to be developed within the next five years.

As of March 31, 2012, Newfield generated latest 12 months (LTM)
EBITDAX of $1.76 billion which resulted in interest coverage of
9.44x and leverage of 1.66x as measured by debt-to-EBITDAX.

Free cash flow (FCF; cash flow from operations less capital
expenditures) was negative $850 million during the LTM.  Given
expectations for production and capital spending, Fitch expects
Newfield to remain modestly FCF negative in 2012.  However, asset
sales may provide a source to fund this deficit without increasing
debt levels.

Liquidity remains adequate and stems from cash balances ($27
million on March 31, 2012), Newfield's $1.25 billion senior
unsecured credit facility (maturing in June 2016) and from
operating cash flows ($1.49 billion for the LTM period ending
March 31, 2012).

Newfield had full availability under its credit facility at March
31, 2012.  Funds were drawn to tender for $325 million of 2014
notes in April.  As of June 8, 2012 Newfield had approximately
$531.5 million of borrowings under its credit facility, leaving
available capacity of approximately $903.5 million.  Following the
expected new issuance and tender for 2016 notes, Newfield should
again have near full availability under the facility.  The next
note maturity will be $600 million of subordinated notes due in
2018.  Newfield also maintains a significant amount of commodity
hedges.  This reduces Newfield's exposure to short-term commodity
price volatility which continue to support operating cash flow
levels.

Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt-to-book capitalization
(60% covenant threshold), and minimum EBITDAX-to-interest expense
(3.50 covenant level), which both had ample headroom at March 31,
2012.

Fitch notes that when Newfield refinanced its credit facility in
June 2011 an NPV-to-debt covenant was dropped.  This covenant had
only counted 50% of the principal amount of senior subordinated
notes in its calculation. The removal of this covenant removed the
key incentive for Newfield to issue subordinated notes.

It is also important to note that a future upgrade of Newfield's
ratings would likely entail a continued one-notch differential
between its senior unsecured and senior subordinated note ratings.
Future debt offerings for Newfield are likely to be senior
unsecured note offerings, which would reinforce the one-notch
rating differential.

Fitch currently rates Newfield as follows:

  -- Long-term IDR 'BB+';
  -- Senior unsecured bank facility 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Senior subordinated notes 'BB'.

The Rating Outlook is Stable.


NEWFIELD EXPLORATION: Moody's Rates $750MM Senior Notes 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $750
million of senior notes being offered by Newfield Exploration
Company. The proceeds of the note offering are expected to be used
to refinance $550 million of senior subordinated notes due 2016
with the remainder used to pay down a portion of the debt
outstanding under the company's senior unsecured credit agreement.
The rating outlook is stable.

Rating Rationale

Newfield's credit fundamentals remain unchanged after the senior
note offering, although the offering represents another step
towards an all senior note capital structure that is typical of
investment grade issuers. The company has a good mix of producing
properties, low-risk development locations, and exploration
potential. The company is positioned for sustained organic growth
supported by a diverse portfolio of investment opportunities. The
transition to becoming a more oily company appears to be on track
and Moody's expects to see slow but steady production growth over
the next 12 to 18 months.

Leverage, which increased over the course of 2011, improved
modestly at the end of the first quarter of 2012. As of March 31,
2012, the ratio of debt to proved developed reserves stood at
$9.82 per BOE and debt to average daily production totaled $25,800
per BOE. Moody's expects leverage to improve slowly over the
course of 2012 as the company continues its oil development
programs in the Uinta Basin, the Cana Woodford, and the Williston
Basin.

"Overall, we believe Newfield's credit position is slowly
improving now that the transition to a more oily production mix is
nearing completion," said Stuart Miller, Moody's Vice President -
Senior Analyst. "However, until the ratios of debt to proved
developed reserves and debt to production visibly improve, an
upgrade is not warranted."

While Newfield's credit is on an improving trend, Moody's stable
outlook reflects an expectation that its leverage will likely not
improve sufficiently to justify a rating upgrade in the next 12 to
18 months. Given the scale of Newfield, a positive rating action
would require leverage below $6 per BOE of proved developed
reserves and debt to average daily production under $17,000 per
BOE. A negative rating action is possible if debt to average daily
production approaches $30,000 per BOE or debt to proved developed
reserves increases to $11 per BOE.

To arrive at the Ba1 rating for the new notes, Moody's elected to
override Moody's Loss Given Default Methodology which would
suggest assigning a Baa3 rating to the senior notes driven by the
credit support provided by the company's existing senior
subordinated notes. However, over time Moody's believes that
Newfield will continue to refinance the senior subordinated notes
with senior notes eliminating this credit support. Therefore,
looking forward, Moody's believes it is more appropriate to assign
a Ba1 rating to the senior notes, a level that is consistent with
Newfield's Ba1 Corporate Family Rating.

Newfield has good liquidity, and Moody's expects Newfield to fund
most, if not all, of its capital expenditures out of internally
generated cash flow through 2012 and into 2013. Asset sales and
availability under a $1.25 billion unsecured revolving credit
facility, estimated to be over $900 million pro forma for the new
senior note offering, could be used to cover any shortfall.

The principal methodology used in rating Newfield Exploration was
the Independent Exploration and Production (E&P) Industry
Methodology published in December 2011 and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Newfield Exploration Company is based in The Woodlands, Texas.


NEWPAGE CORP: Proskauer Rose Replaces Dewey & LeBoeuf
-----------------------------------------------------
Newpage Corporation, et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Proskauer
Rose LLP as substitute attorneys in connection with their Chapter
11 cases, nunc pro tunc to May 14, 2012.

On Oct. 4, 2011, the Debtors were authorized to retain Dewey &
LeBoeuf LLP as attorneys nunc pro tunc to the Commencement Date.
Pachulski Stang & Jones LLP serves as co-counsel to the Debtors.

Effective May 14, 2012, attorneys of record for the Debtors,
partners Marin J. Bienenstock, Judy G. Z. Liu, and Philip M.
Abelson, together with associates Lauren C. Cohen, Ehud Barak,
Kathleen E. Barber, Andrea G. Miller, and Chris Theodoridis, ended
their affiliation with D&L, and became members of, or associated
with, Proskauer.  The Debtors request that Proskauer substitute
for D&L as their general bankruptcy counsel in these cases.

Proskauer will be employed to render professional services, which
are identical to the services previously performed by D&L.
Proskauer will, among other things, advise the Debtors in
connection with the legal aspects of a financial restructuring
under Chapter 11, for these hourly rates:

           Partners                    $675 to $1,050
           Counsel                     $640 to $825
           Associates                  $295 to $750
           Paraprofessionals           $165 to $315

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

                        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.


NEXT 1 INTERACTIVE: Incurs $13.6 Million Net Loss in Fiscal 2012
----------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $13.65 million on $1.29 million of total revenues for
the year ended Feb. 29, 2012, compared with a net loss of $23.17
million on $2.54 million of total revenues for the year ended
Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $462,647 in
total assets, $14.69 million in total liabilities and a
$14.23 million total stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 29, 2012.  The independent auditors noted that the
Company had an accumulated deficit of $66,983,176 and a working
capital deficit of $14,546,150 at Feb. 29, 2012, net losses for
the year ended Feb. 29, 2012 of $13,651,066 and cash used in
operations during the year ended Feb. 29, 2012, of $4,822,423.
These conditions 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/yRUYsN

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is an interactive
media company that focuses on video and media advertising over
Internet, Mobile and Television platforms.  Historically, the
Company operated through two divisions, media and travel.  A third
(real estate) division is anticipated to be launching during the
fourth quarter of fiscal 2012.


NEXTWAVE WIRELESS: Messrs. Salmasi & Tavokoli Elected to Board
--------------------------------------------------------------
The annual meeting of stockholders of NextWave Wireless Inc. was
held on May 17, 2012.  At the annual meeting, Allen Salmasi and
Nader Tavokoli were elected as Class III Directors for a three-
year term expiring at the Company's annual meeting of stockholders
in 2015.  The stockholders also ratified the selection of Ernst &
Young LLP as the Company's independent registered public
accounting firm to audit the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ended Jan. 1,
2013.

                       About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

The Company listed total assets of $457.139 million, total current
liabilities of $1,064.058 million, deferred income tax liabilities
of $84.148 million and long-term obligations, net of current
portion of $14.854 million, and total stockholders' deficit of
$705.921 million.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011 that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


NIFTUS LLC: Seeks to Hire Copeland & Bieger as Counsel
------------------------------------------------------
Niftus LLC asks the Bankruptcy Court for authority to employ
Copeland & Bieger P.C. as their Chapter 11 attorneys.

The firm received an advanced fee of $3,000 plus costs of $1,046
for the Chapter 11 filing fee.  The firm's hourly billing rates
are:

     $300 per hour for attorneys; and
      $75 per hour for paraprofessionals

The firm represented the Debtor pre-bankruptcy as special legal
counsel relating to a lawsuit filed in Bland County, Virginia, by
First Century Bank, N.A.  In August 2011, the firm received $3,000
as retainer in connection with the representation.

Robert T. Copeland, Esq., a member of the firm, says neither the
firm nor its members have any interest adverse to the Debtor or
the bankruptcy estate. Mr. Copeland also said his firm is waiving
any fees and expenses that might be outstanding for services
rendered prior to the petition date.

                           About Niftus

Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D.
Va. Case No. 12-71123) on June 11 in Roanoke, Virginia.  Niftus, a
management consulting services provider from Bluefield, Virginia,
estimated assets of up to $50 million and debts of less than $10
million.

Chief Judge William F. Stone Jr. oversees the case.  Copeland &
Bieger, P.C., serves as the Debtor's counsel.  The petition was
signed by Charles P. Sutphin, managing member.


NIFTUS LLC: Files List of 4 Largest Unsecured Creditors
-------------------------------------------------------
Niftus LLC filed with the Bankruptcy Court a list of its creditors
holding the four largest unsecured claims, disclosing:

   Creditor                            Amount of claim
   --------                            ---------------
First Century Bank                          $2,600,000
PO Box 1559                                 Contingent
Bluefield, WV 24701-1559                  Unliquidated
                                              Disputed

Peggy Sutphin                               $1,884,055
PO Box 118                                  Contingent
Rocky Gap, VA 24366

Charles P. Sutphin                          $1,000,000
PO Box 303                                  Contingent
Rocky Gap, VA 24366

The Blankenship/Trent Corporate                $15,000
Group
146 Chase Ln
Princeton, WV 24701

Charles P. Sutphin, the Debtor's managing member, signed the
Chapter 11 petition.

                           About Niftus

Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D.
Va. Case No. 12-71123) on June 11 in Roanoke, Virginia.  Niftus, a
management consulting services provider from Bluefield, Virginia,
estimated assets of up to $50 million and debts of less than $10
million.

Chief Judge William F. Stone Jr. oversees the case.  Copeland &
Bieger, P.C., serves as the Debtor's counsel.


NORTHSTAR AEROSPACE: To Test Wynnchurch Offer at July 17 Auction
----------------------------------------------------------------
Northstar Aerospace Inc. is seeking approval of a sale process
where private-equity firm Wynnchurch Capital Ltd.'s $70 million
offer for the assets would open the auction.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northstar Aerospace (USA) Inc. filed papers this week
to auction the business on July 17.  Unless a better offer turns
up, Northstar intends on selling the operation for $70 million
cash to private-equity investor Wynnchurch Capital Ltd.  There
will be a June 27 hearing in U.S. Bankruptcy Court in Delaware for
approval of auction and sale procedures.  If the judge goes along,
competing bids will be due July 13, in advance of a July 17
auction and a hearing by July 24 to approve the sale.

                     About Northstar Aerospace

Chicago, Illinois-based 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.

Northstar Aerospace, along with affiliates, 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.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


PALISADES MEDICAL: S&P Affirms 'BB+' Ratings on $37.5-Mil. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
positive from stable and affirmed its 'BB+' long-term rating on
$10.9 million series 2002 bonds and its 'BB+' underlying rating
(SPUR) on $26.6 million series 1999 bonds issued by the New Jersey
Health Care Facilities Financing Authority for the Palisades
Medical Center (PMC) obligated group.

"We based the outlook revision and affirmed rating on PMC's
financial profile, which has improved, as well as on the system's
positive operating income for the past two years and through the
first four months of fiscal year 2012," said Standard & Poor's
credit analyst Cynthia Keller. "Furthermore, in contrast to
industry trends, PMC's inpatient volumes actually grew from fiscal
year 2010 to 2011 and the inpatient growth, as well as growth in
many outpatient services, has continued into 2012," said Ms.
Keller.

The rating also reflects Standard & Poor's assessment of PMC's
revenue diversity and stable market share in a highly competitive
service area with some potential for improvement.

PMC's unrestricted cash and investments remain weak and below
levels necessary for an investment-grade rating. Additional credit
risks include PMC's reliance on New Jersey hospital subsidy
funding and disproportionate share funds (DSH) due to a
challenging payor mix, and recently lower levels of profitability
from the long-term-care operations because of Medicare
reimbursement cuts.

"The positive outlook reflects Standard & Poor's opinion that a
higher rating is possible with continued earnings at levels
comparable with those achieved in 2010 and 2011. Another two years
of debt service coverage in excess of 2x, increased cash and
investments closer to 100 days' cash on hand, no short-term
or additional debt, and relatively stable volumes are all
necessary before Standard & Poor's could consider a higher rating.
Conversely, a return to a stable outlook or lower rating could be
possible with a return to losses at either PMC or The Harborage,
weakened unrestricted cash and investments, or any negative
competitive or service area changes that could threaten PMC's
volumes. In addition, the state's record of financial support for
PMC and amount of DSH payments will continue to be a major rating
factor as PMC is reliant on these sources for profitability," S&P
said.

PATIENT SAFETY: Incurs $1.3 Million Net Loss in First Quarter
-------------------------------------------------------------
Patient Safety Technologies, Inc., reported a net loss of $1.30
million on $3.10 million of revenue for the three months ended
March 31, 2012, compared with a net loss of $628,542 on $1.97
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $13.99
million in total assets, $5.09 million in total liabilities, all
current, and $8.90 million in total stockholders' equity.

"During the first quarter of 2012 we successfully implemented more
new hospitals than in any previous quarter in our history, and to
date in the second quarter that activity level has continued to
grow.  Our installed base is up 79% since the beginning of 2012
and we currently have signed agreements and scheduled
implementation dates with another 89 facilities, representing an
incremental 51% growth in our customer base from current levels,
stated Brian E. Stewart, President and Chief Executive Officer of
Patient Safety Technologies, Inc.  "Increasingly hospitals are
deciding they will no longer tolerate retained surgical sponges
and our market adoption continues to accelerate.  With our market
leading positions and the overwhelming clinical and economic
evidence supporting the Safety-Sponge System, we feel we are
uniquely positioned to become the standard of care," continued Mr.
Stewart.

The Company had signed agreements to raise $3.5 million in gross
proceeds through the issuance in a private placement of 2.5
million restricted common shares at a price of $1.40 per share.
No warrants or other securities were issued in connection with the
common shares and investors included a number of existing
shareholders.  The offering is subject to customary conditions to
closing and is currently expected to close within several days.

A copy of the press release is available for free at:

                        http://is.gd/u6o7n4

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PETTERS CO: Trustee Can Hire Winderweedle Haines as Local Counsel
-----------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for Petters Company,
Inc., et al., sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Minnesota to employ
Winderweedle, Haines, Ward & Woodman, P.A., to serve as local
counsel for matters arising in the Florida Bankruptcy Court
relating to the Palm Beach Liquidating Trusts, effective March 1,
2012.

Winderweedle Haines will serve as local counsel representing the
Trustee's and Petters Bankruptcy Estates' interests with respect
to claims and disputes that have and may arise in the bankruptcy
cases of Palm Beach Finance Partners, L.P., and Palm Beach Finance
II, L.P.  PBFP and PBFII were lenders to PCI through debtor Palm
Beach and commenced voluntary petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Florida on Nov. 30, 2009.  Barry E. Mukamal was
appointed as the Chapter 11 Trustee for PBFP and PBFII.  A Joint
Plan of Liquidation of PBFP and PFTII was confirmed by the Florida
Bankruptcy Court on Oct. 21, 2010, and Mukamal was thereafter
appointed as the Liquidating Trustee for the Palm Beach Finance
Partners Liquidating Trust and the Palm Beach Finance Partners II
Liquidating Trust, the successors to PBFP and PBFII.

           Bradley M. Saxton            $410
           Ryan E. Davis                $295
           C. Andrew Roy                $190
           Sheila Colgan                $130

Bradley M. Saxton, Esq., a shareholder at Winderweedle Haines,
attested to the Court that the firm is a "disinterested person" as
that term is defined Section 101(14) of the Bankruptcy Code.

                         About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PINNACLE AIRLINES: 60-day Extension of Aircraft Equipment Use OK'd
------------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation entered
into by Pinnacle Airlines Corp., et al., and the "aircraft
financing parties" relating to the use of aircraft equipment.

The Debtors related that pursuant to financing arrangements with
the Aircraft Parties, the Debtors have the right to use the
aircraft and all engines, appliances and related parts and
equipment, and all records, logs and documents relating thereto.
Accordingly, the Aircraft Equipment and the Aircraft Agreements
may be entitled to the protections of Section 1110 of the
Bankruptcy Code.

Pursuant to Section 1110(b) of the Bankruptcy Code, if the
Aircraft Equipment is "equipment" under Section 1110 of the
Bankruptcy Code, the Debtors have requested that the Aircraft
Parties extend the 60-day period in order to provide additional
time to negotiate and document certain modifications to the
Aircraft Agreements.  The Aircraft Parties have agreed to, among
other things, the extension of the Section 1110 Period, and the
continued effectiveness of the stipulation is subject to these
conditions, among other things:

   a) the Debtors' compliance with each and every term of this
stipulation during the extension period; and

   b) the Debtors' taking all actions reasonably necessary to
ensure that there are no unwaived Events of Default (as defined in
the Aircraft Agreements).

The Section 1110 Period is extended, for all purposes, effective
May 30, 2012, until 11:59 p.m. (prevailing Eastern Time) on
[REDACTED] or such other date as the Debtors and the Aircraft
Parties may agree.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/PinnacleAirlines_N277MJ-Stipulation.pdf


Delta Air Lines, Inc., filed a limited objection to preserve its
rights while it completes a reconciliation process with the
Debtors regarding certain amounts owed between Delta and the
Debtors under various commercial agreements, including amounts
owed by the Debtors for rent under the subleases for the Aircraft
Equipment that are the subject of the Notice.  Delta subleases to
the Debtors the Aircraft Equipment.  Under the applicable
subleases, among other things, the Debtors are obligated to pay
rent to Delta on a monthly basis.  The Debtors did not make the
rent payments to Delta under the subleases for April 2012 and May
2012.  The amount of unpaid rent obligations owed to Delta equaled
approximately $22 million.  Following the Petition Date, as a
result of the Debtors' non-payment of aircraft rent and other
obligations owed to Delta, Delta administratively froze certain
amounts that were owed to the Debtors under other agreements.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Colgan Air, Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $574,482,867
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $464,813,611
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $14,894,449
                                 -----------      -----------
        TOTAL                  $574,482,867     $479,708,060

Debtor-affiliates also filed their respective schedules
disclosing:

   Company                         Assets          Liabilities
   -------                         ------          -----------
Pinnacle Airlines Corp.         $78,833,325       $753,737,377
Pinnacle East Coast
  Operations, Inc.               $1,543,823                 $0
Mesaba Aviation, Inc.           $87,819,589       $134,387,862
Pinnacle Airlines, Inc.        $460,166,075       $396,384,120

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

   http://bankrupt.com/misc/PINNACLEAIRLINES_SAL3.pdf
   http://bankrupt.com/misc/PINNACLEAIRLINES_SAL4.pdf
   http://bankrupt.com/misc/PINNACLEAIRLINES_SAL5.pdf
   http://bankrupt.com/misc/PINNACLEAIRLINES_SAL1.pdf
   http://bankrupt.com/misc/PINNACLEAIRLINES_SAL2.pdf

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Taps NSB Aviation's Steven A. Rossum as CRO
--------------------------------------------------------------
Pinnacle Airlines, Corp., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for permission to (i) employ
NSB Aviation, LLC, as their advisor/consultant to provide interim
management and restructuring services; and (b) designate Steven A.
Rossum as chief restructuring officer.

NSB will, among other things:

   a) assist the Debtors' management in the design and
      implementation of a restructuring strategy;

   b) advise the Debtors' management and boards of directors and
      working with management and its advisors on achieving cost
      targets contemplated by the Debtors' business plan; and

   c) provide, if requested by the Debtors, testimony in
      connection with any Chapter 11 cases.

Mr. Rossum, president and managing director of NSB, tells the
Court that the Debtors agreed to compensate him and NSB as:

   1. A monthly fee in the amount of $57,000, payable upon
      submission of monthly invoices.

   2. In the event of a Termination without Cause by the Debtors,
      the Engagement Letter provides that the Debtors will have no
      further liability or obligation whatsoever, except that they
      will pay NSB all compensation that has accrued, but is
      unpaid prior to the termination, and any expenses incurred
      prior to the termination and payable pursuant to the
      Engagement Letter.

   3. NSB will submit monthly invoices to the Debtors that will
      include (i) a reasonable summary of services provided, (ii)
      an approximation of the aggregate hours worked, and (iii) a
      summary of expenses incurred to the Debtors.

   4. NSB will file with the Court quarterly reports of
      compensation earned and provide copies to the U.S. Trustee
      and Committee Counsel; and parties-in-interest in these
      Chapter 11 cases will have the right to object to fees paid
      and expenses reimbursed to NSB within 20 days after NSB
      files the reports.

Mr. Rossum assures the Court that NSB and its professionals are
"disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors set a June 27, 2012 hearing.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Verlena Sexton-Walker Allowed to Pursue Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between The Pinnacle Airlines Corp. et al.,
and Verlena Sexton-Walker relating to a claim against Debtor
Mesaba Aviation, Inc.

On the Petition Date, Ms. Sexton-Walker was automatically stayed
from commencing or continuing an action to seek recovery for
alleged property damage or injury to the claimant.

The stipulation provided that the automatic stay is modified
solely to the limited extent necessary to enable (a) the claim to
proceed to final judgment or settlement and (b) the claimant to
attempt to recover any liquidated final judgment or settlement on
the claim solely from Available Coverage, if any; provided,
however, that any final judgment or settlement will be reduced by
(x) the amount of any applicable deductible or self-insured
retention under the applicable insurance policy and (y) any share
of liability under the applicable insurance policy of any
insolvent or non-performing insurer or co-insurer (or any
reinsurer of any insolvent or non-performing insurer or co-
insurer); and provided further, that the automatic stay will not
be modified for purposes of permitting the Claimant to attempt to
recover from any party for intentional conduct or punitive
damages.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Proposes Aug. 6, 2012 Gen. Claims Bar Date
-------------------------------------------------------------
Pinnacle Airlines, Corp., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to approve the proposed
general bar date and governmental bar date to enable the Debtors
to receive, process and begin their analysis of creditors' claims
in a timely and efficient manner.

In accordance with the Second Amended Procedural Guidelines for
Filing Requests for Bar Orders in the SDNY Bankruptcy Court dated
Nov. 24, 2009, the Debtors request that the Court establish:

   a) Aug. 6, 2012, at 5 p.m. (prevailing Eastern Time) as the
      deadline for each person or entity to file proofs of claim
      against the Debtors; and

   b) Sept. 28, 2012, at 5 p.m. as the deadline for each
      Governmental Unit to file a proof of claim in respect of a
      prepetition claim against any of the Debtors.

Proofs of claim may be delivered:

  * by hand or overnight courier to:

         Pinnacle Airlines Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

         The United States Bankruptcy Court, SDNY
         One Bowling Green, Room 534
         New York, NY 10004-1408

                  or

  * by mailing the original proof of claim to:

         Pinnacle Airlines Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5071
         New York, NY 10150-5071

A hearing on June 27 at 9:45 a.m. has been set for the proposed
bar dates.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.




PREMIER PAVING: U.S. Trustee Names 4-Member Creditors Committee
---------------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for the District of Colorado,
appointed four creditors to serve on the Official Unsecured
Creditors Committee in the Chapter 11 case of Premier Paving, Inc.
The Committee members are:

          1. Suncor Energy (U.S.A.), Inc.
             717 17th St., Ste. 2900
             Denver, CO 80202
             Tel: (303) 796-2689
             Fax: (303) 793-8057
             E-mail: jrock@suncor.com

          2. Power Motive Corporation
             5000 Vasquez Blvd.
             Denver, CO 80216
             Tel: (303) 355-5900
             Fax: (303) 388-9328
             E-mail: tsuits@powermotivecorp.com

          3. Kevin D. McCarthy, Inc.
             DBA McCarthy Trucking
             16480 Cavanaugh Rd.
             Keenesburg, CO 80643
             Tel: (303) 901-5034
             Fax: (303) 655-0524
             Email: hywman@aol.com

          4. TriState Oil Reclaimers, Inc.
             1770 Otto Rd.
             Cheyenne, WY 82001
             Tel: (307) 635-5332
             Fax: (307) 632-3247
             E-mail: tsocheyenne1@yahoo.com

The Trial Attorney for the U.S. Trustee is:

             Alan K. Motes, Esq.,
             999 18th Street, Suite 1551
             Denver, CO 80202
             Tel: (303) 312-7999
             Fax: (303) 312-7259 fax
             E-mail: Alan.Motes@usdoj.gov

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.


PREMIER PAVING: Government Claims Bar Date Set for Oct. 29
----------------------------------------------------------
Government entities have until Oct. 29, 2012, to file proofs of
claim in the Chapter 11 case of Premier Paving Inc.  Non-
government entities and holders of administrative claims had until
June 18 to file proofs of claim.

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

A four-member Official Unsecured Creditors Committee has been
appointed in the case.


PRINCE SPORTS: Top U.K. Sports Retailer Vying to Bid
----------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Prince
Sports Inc. has a surprise suitor willing to pay $20 million or
more for the brand identified with stars such as Jimmy Connors and
Martina Navratilova: Britain's Brand Holdings Ltd.

Meanwhile, Jamie Santo at Bankruptcy Law360 reports that Prince
Sports put its reorganization back on track Tuesday after four
hours of volleying in Delaware court between the racket maker and
its unsecured creditors resulted in the approval of an expanded
$74 million licensing agreement and other key pacts.

Bankruptcy Law360 relates that Prince and the official committee
of its unsecured creditors reached a global agreement that netted
$4 million for the creditors, which withdrew all opposition to
Prince's proposed motions.

                        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.


PRINCIPLE STEEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Principle Steel Group, Inc.
        5510 East Broadway Avenue
        Spokane, WA 99212

Bankruptcy Case No.: 12-02734

Chapter 11 Petition Date: June 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS, PLLC
                  601 W. Riverside Avenue, Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660
                  E-mail: bdavidson@dbm-law.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/waeb12-02734.pdf

The petition was signed by George D. Hansen, III, president.


PROTEONOMIX INC: Incurs $2.2 Million Net Loss in 1st Quarter
------------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shares of $2.19 million on $2,290 of sales
for the three months ended March 31, 2012, compared with a net
loss applicable to common shares of $299,524 on $8,165 of sales
for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $6.99
million in total assets, $6.64 million in total liabilities and
$356,650 in total stockholders' equity.

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

                        http://is.gd/oILRae

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


PROVIDENCE, R.I.: Retirees to Vote on Deal to Avoid Bankruptcy
--------------------------------------------------------------
Ted Nesi, WPRI.com reporter, and Tim White, Target 12
Investigator, report that retired police officers and firefighters
in Providence, Rhode Island, start voting Tuesday, June 26, on
whether to accept a proposed settlement to keep the city out of
bankruptcy by voluntarily reducing their pension and health
benefits.

According to the report, city retirees are meeting behind closed
doors Tuesday from 10 a.m. to noon at Rhode Island College for an
informational briefing on the proposed settlement.  Retirees will
begin voting in person and by mail on whether to approve the
settlement after the briefing, according to documents obtained by
WPRI.com.

The report says the retirees' ballots will be counted on Thursday
next week and Superior Court Judge Sarah Taft-Carter will be
advised of the outcome on Friday, the documents show.  If the
retirees reject the deal, the lawsuit they filed challenging the
city's attempt to move them to Medicare will move forward.

Taft Manzotti, president of the Providence Fraternal Order of
Police, told WPRI.com last Tuesday, June 19, that active police
officers and firefighters are scheduled to vote on the settlement
in July.

The report relates a spokesman for Providence Mayor Angel Taveras
was not immediately available for comment.  The report notes he
has previously warned the city will be forced into bankruptcy if
it can't restructure their benefits, including 5% and 6%
compounded annual cost-of-living (COLA) increases for about one in
four retired public-safety personnel.


R.E. LOANS: Inks Deal Moving Causes of Action's Objection Deadline
------------------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to approve a Fourth Supplemental
Stipulation extending the deadline for the Debtors to file a
complaint asserting all or any part of the Residual Alleged Causes
of Action to the date that is 10 days after the Bankruptcy Court
enters an order denying confirmation of the Debtors' Fourth
Amended Plan.

The stipulation was entered among the Debtors, the Official
Committee of Note Holders in the R.E. Loans' case, and Wells Fargo
Capital Finance, LLC.

On Nov. 23, 2011, the Court entered the joint stipulation and
agreed final order: (i) authorizing the Debtors to (a) obtain
postpetition financing on a super-priority, secured and priming
basis in favor of Wells Fargo Capital Finance, LLC; (b) use cash
collateral on a final basis.  The final financing order provides
that Dec. 31, 2011, was the deadline for the Debtors and Committee
(if the Committee was granted standing to assert such claims) to
file any objection, complaint or other challenge based on the
provisions set forth in Paragraph 9(x) and sub-paragraphs (8)(a),
8(b), 8(c)(i) and 8(d)(i) of the final financing order.  The final
financing order also provides that Feb. 29, 2012, is the deadline
for the Debtors and Committee (if granted standing to assert such
claims) to file any objection, complaint or other challenge based
on the provisions set forth in Paragraph 9(y) and sub-paragraphs
(8)(c)(ii), 8(d)(ii), 8(e) and 8(f) of the final financing order.

On Feb. 21, 2012, the Committee delivered to the Debtors and Wells
Fargo a draft expedited motion for authority to prosecute estate
causes of action.

On May 15, the Debtors filed their Fourth Amended Plan of
Reorganization which provides for a complete release of the causes
of action, including the Residual Alleged Causes of Action,
against the Wells Fargo Group if the Debtors' Fourth Amended Plan
becomes effective.  The Debtors and Wells Fargo are engaged in
discussions to finalize the exit credit facility, pursuant to the
terms and conditions of the Exit Credit Facility Commitment Letter
made a part of the final financing order, to be provided to
the reorganized debtors by Wells Fargo to fund their operations
after the effective date of the Debtors' Fourth Amended Plan.

Wells Fargo has agreed to extend the extended deadline, solely as
to Residual Alleged Causes of Action, and solely on the limited
terms, in order to allow time for the parties to seek confirmation
of the Debtors' Fourth Amended Plan and to cause the Debtors'
Fourth Amended Plan to become effective.

The stipulation also provides that, among other things:

   -- If the Debtors' Fourth Amended Plan is confirmed, on the
Effective Date, the Debtors, the Estates, and the Reorganized
Debtors will release the Wells Fargo Group of all claims,
including the Residual Alleged Causes of Action (and all
amendments thereto).

   -- If the Debtors' Fourth Amended Plan does not become
effective, the release in favor of the Wells Fargo Group will not
become effective.  The parties are seeking by the Fourth
Supplemental Stipulation to preserve the status quo with respect
to the Residual Alleged Causes of Action until it can be
determined whether or not the Debtors' Fourth Amended Plan will be
confirmed and become effective.

A full-text copy of the Fifth Amendment is available for free at
http://bankrupt.com/misc/RELOANS_dipfinancing_stipulation.pdf

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713.6 million in assets and $886.0 million in liabilities as of
the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.

The Debtors' Plan provides that the rights of the Noteholders and
the Holders of General Unsecured Claims will depend on whether the
Noteholders vote to accept the Plan and implement the Plan
Compromise.  No payments will be made by the Reorganized Debtors
on account of any Allowed Claims (other than Secured Tax Claims)
until the Wells Fargo Exit Facility is indefeasibly paid in full
in Cash.


RBS GLOBAL: Moody's Raises Corp. Family Rating to 'B2'
------------------------------------------------------
Moody's Investors Service upgraded RBS Global, Inc.'s corporate
family and probability of default ratings to B2 from B3, the
senior secured credit facilities to Ba2 from Ba3, the senior
unsecured notes to B3 from Caa1 and the speculative grade
liquidity rating to SGL-1 from SGL-2. RBS is a wholly-owned
subsidiary of Rexnord Corporation. The rating outlook is stable.

Upgrades:

  Issuer: RBS Global, Inc.

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

     Senior Secured Bank Credit Facility due Mar 15, 2017,
     Upgraded to Ba2 LGD2, 19 % from Ba3 LGD2, 16 %

     Senior Secured Bank Credit Facility due Apr 1, 2018,
     Upgraded to Ba2 LGD2, 19 % from Ba3 LGD2, 16 %

     Senior Unsecured Regular Bond/Debenture due Sep 1, 2016,
     Upgraded to B3 LGD5, 75 % from Caa1 LGD4, 68 %

     Senior Unsecured Regular Bond/Debenture due May 1, 2018,
     Upgraded to B3 LGD5, 75 % from Caa1 LGD4, 68 %

     Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

Ratings Rationale

The upgrade of the corporate family rating to B2 from B3 primarily
reflects improved financial leverage as a result of the initial
public offering (IPO) by Rexnord Corporation, and the use of
proceeds to redeem $300 million of subordinated co-issued by its
operating subsidiaries RBS and Rexnord LLC. Pro forma for the IPO
and debt repayment, Debt to EBITDA (reflecting Moody's
adjustments) was approximately 6.2 times at the end of fiscal year
2012.

The B2 CFR reflects still high financial leverage after the IPO,
as well as economic uncertainties in Europe, which accounts for
approximately 17% of the company's fiscal 2012 revenue.
Furthermore, the company's water business is driven primarily by
construction, new home starts and municipality expansions which
are all expected to remain weak in the near term. Nonetheless, the
ratings are supported by the company's proven ability to generate
positive free cash flow, very good liquidity, expectation for
additional deleveraging due primarily to the anticipated
performance for its process and motion control segment, and a good
debt maturity profile.

The upgrade of the speculative grade liquidity rating to SGL-1
from SGL-2 reflects a very good liquidity profile supported by
over $400 million in cash balances (immediately after the close of
the IPO and after related debt repayments) and about $220 million
available on the $265 million revolver. Moody's expects good
headroom under its financial covenants over the next year.

The stable outlook reflects Moody's expectation for mid-single
digit revenue growth and relatively stable margins over the next
year. Debt to EBITDA should improve to about 5.5 times in fiscal
2013.

The ratings could be upgraded if the company substantially
improves financial strength metrics through sustained operating
income growth or further debt repayments from operating cash flow
or equity offerings. Quantitatively, sustained debt to EBITDA
below 4.0 times, free cash flow to debt above 8.0% and EBIT to
interest above 2.0 times would support positive ratings action.

A significant decline in revenue and operating margin or a large
debt financed acquisition that leads to weakening credit metrics
could pressure the ratings. Quantitatively, if Debt to EBITDA is
expected to be sustained at over 6.0 times the rating, the ratings
could be downgraded.

The principal methodology used in rating RBS was the Global
Manufacturing 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.

Rexnord Corporation, headquartered in Milwaukee, WI, is the
indirect parent of RBS Global, Inc. RBS is an industrial company
comprised of two business segments: Process and Motion Control
(about 65% of revenues) and water management (about 35% of
revenues). Revenues for the twelve months ended March 31, 2012
totaled approximately $2.0 billion. Apollo Management, L.P.
through its affiliates, is the majority owner of RBS.


RG STEEL: Committee Opposes Quick Sale and Financing
----------------------------------------------------
The newly minted unsecured creditors of RG Steel LLC on Tuesday
blasted the steelmaker's proposal for an upcoming mill auction in
Delaware bankruptcy court, calling it a fire sale that would not
give potential buyers enough time to forge compelling bids.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors committee claims that the "fire sale"
benefits no one other than the owners, who have "questionable
junior secured claims."

RG Steel is scheduled to ask today, June 21, the U.S. Bankruptcy
Court in Delaware to approve auction and sale procedures for the
three main plants in Sparrows Point, Maryland; Warren, Ohio; and
Wheeling, West Virginia.  No buyer is yet under contract.

According to the report, the committee is urging the judge to
postpone approval of sale procedures until July 10.  The company
said that a quick sale is mandated by financing provided by first-
lien lenders.  In response, the committee contends that the first-
lien lenders are fully secured.  A quick sale, in the view of the
committee, would benefit the owners by allowing them to use their
junior liens to retain control while receiving broad releases and
liens on lawsuits.

At the hearing June 21, the court will also consider final
approval of the financing.   The creditors committee is asking the
court to reject RG Steel's June 4 motion to approve a debtor-in-
possession financing package from parent The Renco Group Inc.,
according to Bankruptcy Law360.

The committee has seven members, including trade suppliers, the
United Steelworkers' union and the Pension Benefit Guaranty Corp.

                          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.


RG STEEL: Esmark Steel Bids for Wheeling Corrugating Plant
----------------------------------------------------------
WTRF.com reports that Esmark Steel has made a bid to get the
Wheeling Corrugating plant back from RG Steel LLC.

Jacqueline Palank at Bankruptcy Beat relates that RG Steel is
expected to auction the Wheeling Corrugating unit, along with RG
Steel's main plants in three states, as required by lenders under
the terms of the financing they've provided for RG Steel.

According to Ms. Palank, Wheeling Corrugating employees say they
hope that the company would be sold as a still-operating entity.
Workers at Wheeling Corrugating wrote to Judge Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware, asking the
judge to make sure their company isn't overlooked in the
bankruptcy case of its owner, Jacqueline Palank at Bankruptcy Beat
reports.  According to Ms. Palank, the workers were driven by a
concern that they "may not be properly represented" in the case.

WTRF.com quoted Esmark CEO Jim Bouchard as saying, "If Esmark is
successful in its purchase that would save 200-plus jobs.  The bid
also includes the purchase of RG Steel Wheeling Headquarters.  We
have the support of the union in this bid."

                         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.


ROOMSTORE INC: Lucy L. Thomson Named as Consumer Privacy Ombudsman
------------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
Lucy L. Thomson of Alexandria, Virginia, as consumer privacy
ombudsman in the Chapter 11 case of RoomStore, Inc.

The appointment was pursuant to a Court order dated April 17,
2012.

The U.S. Trustee has determined after inquiry that Ms. Thomson is
qualified to hold this position and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 21, 2012, the
Debtor obtained permission to appoint a consumer privacy ombudsman
in connection with its proposed sale of its customer information
for its stores within the state of Texas.

The Debtor is seeking to sell certain assets to Furniture Asset
Acquisition, LLC.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSETTA GENOMICS: To Terminate License Agreement with Avatao
------------------------------------------------------------
Rosetta Genomics Ltd. delivered notice to Avatao Biotech that it
was terminating the License Agreement, dated as of Oct. 10, 2011,
by and between Rosetta and Avatao for material breach due to:

   (i) Avatao's failure to timely make payments due to Rosetta
       under the Agreement; and

  (ii) Avatao's failure to use commercially reasonable efforts to
       bring the licensed tests to market and failure to achieve
       diligence milestones under the Agreement.

Pursuant to the terms of the Agreement, if the amounts due are not
paid to Rosetta within 30 days, or if the sums are paid within 30
days, but reasonably commercial efforts are not undertaken or the
diligence milestones are not achieved within 60 days, the
termination of the Agreement will be immediately effective.  Upon
the termination of the Agreement, all licenses provided to Avatao
will be terminated and Avatao will be required to transfer back to
Rosetta ownership of any registered patents or patent applications
as well as any property which Avatao has received from Rosetta.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


ROYAL HOSPITALITY: Wins Confirmation of Reorganization Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
confirmed Royal Hospitality LLC's First Amended Plan of
Reorganization dated Jan. 30, 2012.

As reported in the Troubled Company Reporter on Feb. 20, 2012,
according to the Disclosure Statement, the Debtor proposes a 100%
payment to creditors under its Plan.  The Debtor believes that its
revenue will exceed $2,000,000 per year while its expenses will be
approximately $1,350,000, generating at least $650,000 per year to
pay mortgage holders and unsecured creditors.

The Debtor disclosed that it has settled a lawsuit for breach of
contract by Lumberjack Pass Amusements, LLC seeking over
$1,000,000 from the Debtor and its principals and revocation of an
easement for water and sewer.

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

The terms of the confirmation order is available for free at:

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

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.  BST Valuation & Litigation Advisors LLC serves
as  accountant to prepare and advise the implementation of cash
management and other services.

Harry Snyder, Esq., was appointed mediator in the bankruptcy case
of Royal Hospitality LLC.


S&N NORTHWOOD: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S&N Northwood Realty Associates, LLC
        16 Deer Run Lane
        Northwood, NH 03261

Bankruptcy Case No.: 12-11973

Chapter 11 Petition Date: June 18, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP, P.C.
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

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

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

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nhb12-11973.pdf

The petition was signed by Steven W. Prescott, manager.


SBMC HEALTHCARE: Pre-Bankruptcy Claim Won't Disqualify Lawyer
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a law firm owed $128,000 isn't disqualified from
representing a company in Chapter 11 if the firm agrees the pre-
bankruptcy claim will be paid only after unsecured creditors are
paid in full.

The report recounts that the case involved a shuttered hospital
where the law firm was owed $128,000 for pre-bankruptcy services.
The U.S. Trustee opposed approval of the firm's retention when the
proposal entailed paying the pre-bankruptcy claim from the owner's
recovery after all creditors are paid in full.

According to the report, U.S. Bankruptcy Judge Jeff Bohm in
Houston approved the engagement this week in a 24-page opinion.
Judge Bohm said he agreed with a decision from September 2010 by
U.S. Bankruptcy Judge D. Michael Lynn in Fort Worth, Texas, ruling
that the existence of a pre-bankruptcy claim isn't an automatic
disqualification from representing a bankrupt in Chapter 11.

To decide whether the claim is a disqualification, Judge Bohm used
a "totality of the circumstances approach." He concluded that 11
of 14 factors favored allowing the engagement and payment
arrangement.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SBMC HEALTHCARE: Doesn't Need Patient Care Ombudsman, Court Says
----------------------------------------------------------------
Chief Bankruptcy Judge Jeff Bohm held that a patient care
ombudsman SBMC Healthcare LLC is not required to have a patient
care ombudsman because an ombudsman is not necessary for the
protection of SBMC Healthcare patients under the specific facts of
the Debtor's case, and not necessary to monitor the quality of
patient care and to represent the interests of patient of health
care business.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.


SEQUENOM INC: Eight Directors Elected at Annual Meeting
-------------------------------------------------------
Sequenom, Inc., held its annual meeting on June 11, 2012, at which
the Company's stockholders (i) elected Ernst-Gnter Afting,
Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Richard
A. Lerner, Ronald M. Lindsay, David Pendarvis and Charles P.
Slacik as directors to hold office until the Company's annual
meeting of stockholders in 2013, (ii) approved an amendment to the
Company's 2006 Equity Incentive Plan to increase the number of
shares of the Company's common stock available for issuance under
that plan by 5,000,000 shares, (iii) did not approve, on an
advisory basis, the compensation of the Company's named executive
officers, as disclosed in the Company's proxy statement, and (iv)
ratified the selection by the Audit Committee of our Board of
Directors of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending Dec. 31, 2012.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$171.88 million in total assets, $43.31 million in total
liabilities, and $128.56 million in total stockholders' equity.


SHUANEY IRREVOCABLE: Bank Fails in Bid to Suspend Chapter 11
------------------------------------------------------------
Judge William S. Shulman of the U.S. Bankruptcy Court for the
Northern District of Florida denied the motion of Beach Community
Bank to stay the Chapter 11 proceeding of Shuaney Irrevocable
Trust pending the completion of an appeal of the Amended Order on
the Debtor's Status as an Eligible Debtor.

Yancey F. Langston, Esq., representing Beach Community Bank, said
that at the time Shuaney filed bankruptcy, Shuaney and Beach
Community Bank were involved two state court actions, one of which
sought specific performance on a Purchase Agreement where Shuaney
was the buyer of real estate owned by Beach Community Bank, and
the other was an action on two Promissory Notes, both of which
were in default, on a debt in excess of $12 million.  The
collateral securing the debt is substantially less than the amount
owed.  The bankruptcy action has delayed Beach Community Bank in
its pursuit of the two actions.  The bank said any further delay
in its prosecution of its state court actions will cause it
irreparable damage.

By contrast, Mr. Langston contends that preserving the status quo
will not harm the Debtor in anyway.  A stay will simply maintain
the status quo.  In fact, beneficial to all, not the least of whom
should be the court, is the needless time that will be saved if it
is ultimately determined by the district court after a
considerable amount of time and expense, that the Debtor was
ineligible for bankruptcy in the first instance, Mr. Langston
points out.  He also notes a stay would save judicial resources
and the expense of all parties involved should be the matter be
stayed pending the appeal and the trust will not suffer any
negative consequences as a result.

         Yancey F. Langston, Esq.
         MOORE, HILL & WESTMORELAND, P.A.
         220 West Garden Street
         Pensacola, FL 32591-3290
         Tel: (850) 434-3541
         Fax: (850) 435-7899

Shuaney objected to the bank's request for stay pending appeal.
The Debtor contends the appeal by Beach Community Bank is an
interlocutory appeal, and that it intends to ask the District
Court to dismiss the move.  The Debtor points out Beach Community
Bank has neither sought leave of the Bankruptcy Court to take an
appeal of its order denying the bank's motion for dismissal of the
Debtor's Chapter 11 filing; nor has the Court granted any such
relief to Beach Community Bank.

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  Judge William S. Shulman presides over the case.
The Debtor scheduled $20,996,723 in assets and $19,625,890 in
debts.  The petition was signed by Michael P. Spellman, Trustee.


SIAG AERISYN: U.S. Trustee Names 4-Member Creditors' Panel
----------------------------------------------------------
Samuel K. Crocker, the United States Trustee for Region 8,
appointed four creditors to serve on the Official Committee of
Unsecured Creditors in the Chapter 11 case of SIAG Aerisyn, LLC.
The Committee members are:

          1. AH Industries, Inc.
             Michael Hohl, President
             15720 W. 108th Street, Ste. 310
             Lenexa, KS 66219
             Tel: 402-499-8238
             Fax: 267-295-8449
             E-mail: mh@ah-industries.com

          2. SSAB Americas
             Jeff Fusek, Director
             801 Warrenville Rd., Ste. 800
             Lisle, IL 60532
             Tel: 630-810-4754
             Fax: 630-810-4697
             E-mail: jeff.fusek@SSAB.com

          3. Hempel (USA), Inc.
             Lance C. Arney
             800 Taft Street
             Houston, TX 77019
             Tel: 713-353-6699
             Fax: 713-353-6698
             E-mail: larney@moultonarney.com

          4. Siskin Steel & Supply Co., Inc.
             Dan Youngman, Vice President of Operations
             1901 Riverfront Parkway
             Chattanooga, TN 37408
             Tel: 423-756-3761
             Fax: 423-756-0670
             E-mail: youngmand@siskin.com

             Siskin is represented by:

             Harry Cash, Esq.
             Suite 900, Republic Centre
             633 Chestnut Street
             Chattanooga, TN 37450
             Tel: 423-756-8400
             Fax: 423-756-6518
             E-mail: hcash@gkhpc.com

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.


SIAG AERISYN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
SIAG Aerisyn, LLC, filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:

       Name of Schedule                    Assets   Liabilities
       ----------------                    ------   -----------
   A - Real Property                           $0

   B - Personal Property              $18,728,994

   C - Property Claimed as Exempt

   D - Creditors Holding
       Secured Claims                                $7,544,169

   E - Creditors Holding Unsecured
       Priority Claims                                 $122,520

   F - Creditors Holding Unsecured
       Nonpriority Claims                           $16,595,164
                                           ------   -----------
            Total                     $18,728,994   $24,261,855

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

A four-member Official Unsecured Creditors Committee has been
appointed in the case.


SKINNY NUTRITIONAL: Has Settlement Agreement with Ironridge
-----------------------------------------------------------
Skinny Nutritional Corp. and Ironridge Global IV, Ltd., entered
into a settlement agreement regarding a previously entered Order
for Approval of Stipulation for Settlement of Claims between the
Company and Ironridge that was entered into on Jan. 23, 2012, and
approved by the Superior Court of the State of California, County
of Los Angeles, Central District.  The agreement seeks to resolve
the Company's future obligations under that Stipulation.  The
agreement provides for the following transactions in furtherance
of its purpose:

    (i) the sale by Creditor to third parties of 50,000,000 shares
        of the Common Stock of the Company at a price of $.007 per
        share for aggregate gross proceeds of $350,000;

   (ii) the issuance by the Company to Ironridge of 20,000,000
        additional shares of Common Stock of the Company pursuant
        to the Stipulation; and

  (iii) the payment by the Company to Creditor of $350,000.

The agreement provides that, upon payment in full by the Company
to Creditor of all amounts, and any required performance by third
parties, the Stipulation will be fully performed and the Company
will have no further obligations thereunder to Creditor.  The
agreement also includes a mutual general release of claims.

Ironridge has notified the Company that required third party
actions under the agreement were not fully completed.  The Company
believes that it has performed its obligations under the agreement
and that any failure to perform by third parties is not within its
control.  Ironridge has issued correspondence to the Company
claiming additional shares for the alleged breach.  The Company
disputes those claims.

Pursuant to the adjustment mechanism specified in the Stipulation,
on June 4, 2012, the Company issued an additional 21,000,000
shares of Common Stock to Ironridge.  Further, in connection with
the agreement, the Company issued an additional 20,000,000 shares
of Common Stock to Ironridge on June 8, 2012, pursuant to the
adjustment mechanism.

In connection with the transactions, on June 7, 2012, the Company
obtained an increased commitment in the principal amount of
$300,000 from its lender, United Capital Funding Corp., and a loan
in the principal amount of $50,000 from Michael Salaman, the
Company's Chief Executive Officer and Chairman.  These loans are
evidenced by promissory notes issued by the Company.  Both of the
promissory notes are due and payable in 60 days and bear interest
at the rate of 12% per annum.  The promissory note issued to
United Capital Funding Corp. is secured by all of the Company's
inventory and accounts receivable.  United Capital Funding Corp.
currently provides the Company with a credit line under a
Factoring Agreement, which credit is secured by all of the
Company's inventory and accounts receivable under a Loan Agreement
dated as of April 1, 2009.  The repayment of the promissory note
issued to United Capital Funding Corp. is personally guaranteed by
Mr. Salaman.

Pursuant to the promissory note issued to United Capital Funding
Corp., the Company agreed to issue 3,000,000 shares of Common
Stock to United Capital Funding Corp.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, 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 $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SMART BALANCE: S&P Assigns B+ Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Paramus, N.J.-based Smart Balance Inc. The
outlook is stable.

"We also assigned a 'B+' issue-level rating to Smart Balance's
proposed $280 million senior secured credit facility, consisting
of a $40 million revolving credit facility due 2017 and a $240
million senior secured term loan due 2018. The recovery rating on
this debt is '3', indicating our expectation for meaningful (50%
to 70%) recovery in the event of a payment default. The debt is
held by several of Smart Balance's wholly owned subsidiaries,
including GFA Brands Inc., and guaranteed by Smart Balance. We
understand the company will use the proceeds from the proposed
term loan along with cash on hand to fund the acquisition of Udi's
Healthy Foods LLC, to refinance existing debt, and to pay
transaction fees and expenses. The ratings are subject to review
upon receipt of final documentation," S&P said.

"The ratings on Smart Balance reflect our view that it has an
'aggressive' financial risk profile and a 'vulnerable' business
risk profile. Key credit factors in our business risk assessment
include the company's narrow product focus, customer and supplier
concentration, and small size relative to its financially stronger
and larger competitors. Our business risk assessment also
considers that the company will benefit from its participation and
positioning in the faster growing 'functional foods' and gluten-
free segments of the packaged food industry," S&P said.

"Our view of Smart Balance's financial profile primarily reflects
credit measures following the debt-financed acquisition of Udi's
that we estimate will be in line with the indicative ratios for an
aggressive financial risk profile, which includes adjusted
leverage in the 4x to 5x range and funds from operations (FFO) to
total debt of 12% to 20%," S&P said.

"Smart Balance is a marketer of functional food products,
distributing a line of heart-healthy and low-fat foods, including
buttery spreads, enhanced milks, popcorn, peanut butter,
cooking/salad oil and sprays, mayonnaise, and other grocery items.
The company expanded into the gluten-free foods category with
the August 2011 acquisition of Glutino Food Group," S&P said.

"We believe that the pending acquisition of Udi's would strengthen
the company's position in the small but fast growing gluten-free
segment of the packaged food industry," said Standard & Poor's
credit analyst Rick Joy.

"The outlook on Smart Balance is stable, reflecting our
expectation that the company will maintain adequate liquidity and
continue to improve operating performance over the near term,
while strengthening credit measures over the next year," S&P said.


SOURCEHOV LLC: S&P Raises Corp. Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based SourceHOV LLC to 'B+' from 'B'. The outlook
is stable.

"At the same time, we raised the issue-level rating on the
company's first-lien senior secured debt to 'BB-' from 'B+'. The
'2' recovery rating on the debt remains unchanged and indicates
our expectation of substantial (70%-90%) recovery in the event of
default," S&P said.

"In addition, we raised the issue-level rating on the company's
second-lien senior secured debt to 'B-' from 'CCC+'. The '6'
recovery rating on the debt remains unchanged and indicates our
expectation of negligible (0%-10%) recovery in the event of
default," S&P said.

"The upgrade reflects the company's improved leverage profile due
to revenue and EBITDA growth and realized cost synergies, as well
as successful integration of HOV's operations," said Standard &
Poor's credit analyst Christian Frank.

"The ratings on SourceHOV reflect the company's 'weak' business
risk profile, derived from its fragmented and competitive
operating environment, partially offset by a material base of
recurring revenues, high switching costs, and a diverse customer
base, and an 'aggressive' financial risk profile, with pro forma
leverage in the mid-5x area. We expect the company to deliver low-
to mid-single-digit growth, with margins in the low-20% area,
positive free cash flow, and modest de-leveraging over the next 12
months," S&P said.

"The outlook is stable, reflecting our expectation that SourceHOV
will sustain modest revenue growth with consistent EBITDA margins,
generate positive annual free cash flow, and reduce leverage to
the 5x area in 2013. An upgrade is unlikely given our view that
the company's private-equity ownership structure precludes
sustained de-leveraging," S&P said.

"We could lower the rating if increased competition results in
lower margins or the company pursues debt-financed acquisitions
such that leverage increases to the 6x area on a sustained basis.
In addition, we could lower the rating if completion of
restructuring and integration actions does not result in positive
annual free cash flow," S&P said.


SP NEWSPRINT: Panel OK'd to Increase BDO Consulting's Fixed Fee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of SP Newsprint Holdings LLC, et al., to (i) modify the
terms of employment of BDO Consulting, a division of BDO USA, LLP
as financial advisor; and (ii) increase the amount allocated in
the Debtors's current DIO budget for BDO.

As reported in the Troubled Company Reporter on May 24, 2012, The
Official Committee of Unsecured Creditors in the Chapter 11
cases of SP Newsprint Holdings LLC, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
modify the terms of retention of BDO Consulting, a division of BDO
USA, LLP.

The modification will reflect the increased amount allocated to
BDO, the Committee's financial advisor, in the Debtors DIP budget
so that it equals the amount allocated in the prior DIP budgets.

BDO's prior monthly fixed fee included (i) a $75,000 per month
fixed fee for the first three month of engagement; (ii) a $50,000
per month fixed fee for each month thereafter, plus (iii) the
reimbursement of actual and necessary expenses.

Subject to Court's approval, the Committee requests that the
monthly fixed fee be modified as:

  -- BDO's flat fee for March 2012 through the conclusion of the
     Chapter 11 cases is increased from $50,000 to $83,000, which
     until the recent modification, did not exceed the monthly
     amount budgeted by the Debtors for the Committee's financial
     advisor; and

  -- BDO's monthly flat fee for December 2011, January 2012, and
     February 2012, is increased retroactively by $88,000 per
     month, once again, consistent with the Debtors' budgeted
     amount prior to the recent modification.

                       About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

SP Newsprint Co., LLC, disclosed $318 million in assets and $323
million in liabilities as of the Chapter 11 filing.

Judge Christopher S. Sontchi presides over the case.

Joel H. Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz
Jr., Esq. at Cahill Gordon & Reindel LLP serve as the Debtors'
lead counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPANISH BROADCASTING: Six Directors Elected at Annual Meeting
-------------------------------------------------------------
Spanish Broadcasting System, Inc., held its annual meeting of
stockholders on June 7, 2012.  The stockholders elected Raul
Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L. Shrinsky,
Jose A. Villamil, and Mitchell A. Yelen as directors to hold
office until such time as their respective successors have been
duly elected and qualified.

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at March 31, 2012, showed
$468.90 million in total assets, $417.37 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $40.82 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


T SORRENTO: Files Schedules of Assets and Liabilities
-----------------------------------------------------
T Sorrento Inc. filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

       Name of Schedule                    Assets   Liabilities
       ----------------                    ------   -----------
   A - Real Property                  $17,442,754

   B - Personal Property                       $0

   C - Property Claimed as Exempt

   D - Creditors Holding
       Secured Claims                                $5,121,368

   E - Creditors Holding Unsecured
       Priority Claims                                  $89,920

   F - Creditors Holding Unsecured
       Nonpriority Claims                              $235,203
                                           ------   -----------
            Total                     $17,442,754    $5,446,491

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012.
T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor said it owns almost 60
acres of properties in Farmers Branch, Texas.  The Debtor is a
wholly-owned subsidiary of Transcontinental Realty Investors,
Inc., a Nevada corporation.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the
Debtor's bankruptcy counsel.  Judge Bruce A. Markell presides over
the case.

RMR Investments, Inc., has asked the Nevada Bankruptcy Court to
transfer the venue of the case to the Northern District of Texas,
Dallas Division, as the Debtor's principal office and principal
place of business are located in Dallas and the mailing address
for each of the Debtor's officers is also located in Dallas,
Texas.

RMR is represented by Mark E. Andrews, Esq., at Cox Smith Matthews
Incorporated; and James Patrick Shea, Esq., at Shea & Carlyon,
Ltd.


TCF FINANCIAL: Fitch Rates $150-Mil. Preferred Securities at 'BB-'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to TCF Financial
Corporation's (TCF) $150 million non-cumulative perpetual
preferred issuance.

The securities will bear an annual coupon of 7.5%, payable
quarterly.  The securities are perpetual but are callable in five
years.  Quarterly coupons are payable on June 1, Sept. 1, Dec. 1,
and March 1 of each year (commencing on Sept. 1, 2012).

Bank hybrid securities, such as this preferred issuance, are
notched down from the issuing entity's viability rating ('bbb+' in
the case of TCF).  The notch differential reflects an assessment
of loss severity of the preferred issuance relative to the average
recoveries assumed for a typical bank senior debt instrument.  The
differential is also indicative of incremental non-performance
risk.

In this case, the hybrid instrument is rated five notches lower
than TCF's viability rating.  This reflects the designed loss
absorbing nature of the preferred stock as well as its non-
cumulative or deferral feature.

Proceeds of the offering are intended to be used to redeem all of
TCF's $115 million, 10.75% junior subordinated notes.  The
remainder will be used for general corporate purposes, which may
include capital to support additional asset growth.  The notes are
intended to qualify as Tier 1 capital of TCF Financial
Corporation.


TEN SAINTS: Exclusive Solicitation Period Extended to July 8
------------------------------------------------------------
The Bankruptcy Court extended Ten Saints LLC's exclusive period to
secure acceptance of its plan of reorganization up to and
including July 8, 2012.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TERESA GIUDICE: Negotiations to Sell Property Ongoing
-----------------------------------------------------
Teresa Giudice's bankruptcy case isn't likely to be concluded in
2012, Stephanie Gleason at Bankruptcy Beat reports, citing
bankruptcy lawyer James Krindel.

The case docket shows a June 15 status report from the U.S.
Trustee saying that the debts won't be discharged, and that
negotiations to sell certain property owned by Teresa and husband
Joe through a limited-liability company are ongoing.

The Star Ledger relates that Joe reached a settlement in his
bankruptcy after he invoked his Fifth Amendment rights when
questioned in court about his assets.  The settlement didn't
conclude Teresa's bankruptcy, nor did it discharge any of Joe's
debt, says Ms. Gleason.

Ms. Gleason quoted Mr. Krindel as saying, "We're attempting, as
you know, to settle this thing.  I know it's Teresa's intent to
try to pay her creditors.  We've made an offer to the U.S.
trustee's office as well as to the Chapter 7 trustee, and they
have not accepted that offer at this point."

Ms. Gleason reports that to resolve an adversarial suit filed by
the U.S. Trustee against her, Ms. Guidice agreed in December 2011
that none of her debt would be discharged in the Chapter 7 case.

                        About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


USEC INC: Has $350MM Agreement with DOE for Centrifuge Research
---------------------------------------------------------------
USEC Inc. and the Department of Energy have signed agreements to
move forward with a $350 million cooperative research, development
and demonstration program to confirm the technical readiness of
the American Centrifuge, the next-generation U.S. uranium
enrichment technology.

"Our agreements reflect the importance of this U.S. technology to
our national security and will validate the readiness of the
American Centrifuge technology for commercial deployment," said
John K. Welch, USEC president and CEO.  "Over the last several
months, we have been preparing our demonstration facility for
installation of a full-scale commercial cascade with related plant
infrastructure.  With this RD&D agreement in place, we will move
rapidly to build additional AC100 machines and related support
systems to complete the demonstration cascade.

"The program will demonstrate the American Centrifuge technology
as the next generation of U.S. enrichment technology that is
essential to meet our nation's future national security
requirements.  Upon completion by the end of next year, this RD&D
program will fully demonstrate that the American Centrifuge
technology is ready for commercial deployment.  I would like to
thank members of Congress for their bipartisan support for this
project and DOE for its commitment to this vital technology,"
Welch said.

The cooperative agreement between USEC and DOE defines the scope,
funding and technical goals for the program.  The total investment
in the program will be up to $350 million, with DOE providing 80
percent, or $280 million, and USEC providing 20 percent, or $70
million, of the total.  The RD&D program will support building,
installing, operating, and testing commercial plant support
systems and a 120-machine cascade that would be incorporated in
the full commercial plant in Piketon, Ohio, which is planned to
operate 96 identical cascades.  The program will enhance the
technical and financial readiness of the centrifuge technology for
commercialization and support more than 1,000 direct jobs during
the RD&D program.

USEC and DOE will initially provide $110 million in cost-shared
funding for the program.  This is intended to last through the end
of November.  DOE's portion of the funding will come from taking
the disposal obligation for a quantity of depleted uranium tails
from USEC, releasing $87.7 million in cash for use in the RD&D
program that USEC had previously committed as security for future
tails disposition obligations.  USEC will continue to work with
Congress and DOE to pursue opportunities for funding the balance
of the RD&D program.  Appropriations bills providing FY 2013
funding have been approved by the House of Representatives and the
Senate Appropriations Committee but have not yet been finalized.

USEC recently formed American Centrifuge Demonstration, LLC (ACD)
to carry out the program and has agreed to put in place a
governance structure for ACD to provide enhanced program
management and execution for the performance of the RD&D program,
subject to USEC's requirements under its license from the Nuclear
Regulatory Commission.  This structure is anticipated to include a
board of managers of ACD that will not be controlled by USEC.

As an added measure of protection for taxpayers, USEC has granted
DOE an irrevocable, non-exclusive royalty-free license in
centrifuge intellectual property for government purposes.  USEC
and DOE also signed an agreement that grants DOE title to certain
existing equipment used in the RD&D program as well as all
equipment, such as centrifuge machines, produced or acquired as
part of the RD&D program.  USEC will lease the equipment from DOE,
and DOE will transfer title of the equipment back to USEC if USEC
proceeds with the deployment of the commercial plant.  Finally,
DOE and USEC have signed an amendment to the 2002 agreement to add
milestones related to the successful completion of the RD&D
program and to extend the existing milestones under the 2002
agreement related to the financing and construction of the
American Centrifuge Plant.

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

                        http://is.gd/ZJRjRF

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                            *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VALENCE TECHNOLOGY: Gets Further NASDAQ Delisting Notification
--------------------------------------------------------------
Valence Technology, Inc., received a second written notice from
The NASDAQ Stock Market indicating that the Company is not in
compliance with the $1.00 minimum bid price requirement for
continued listing on the NASDAQ Capital Market, as set forth in
Listing Rule 5550(a)(2).

On Dec. 13, 2011, the NASDAQ Staff initially notified the Company
that the bid price of its listed security had closed at less than
$1.00 per share over the previous 30 consecutive business days,
and, as a result, did not comply with Listing Rule 5550(a)(2) (the
"Rule").  In accordance with Listing Rule 5810(c)(3)(A), the
Company was provided 180 calendar days, or until June 11, 2012, to
regain compliance with the Rule.  Per the Rule, the Company has
not regained compliance with the Rule and is not eligible for a
second 180 day period because, in addition to not meeting the
minimum bid price requirement, the Company has a negative
stockholders' equity and, thus, does not meet the other initial
listing standards for The NASDAQ Capital Market.

However, under the NASDAQ rules, Valence is entitled to request an
appeal hearing before the NASDAQ Listing Panel.  A hearing request
is being submitted and such request will stay the suspension of
the Company's securities pending the Panel's decision.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company reported a net loss of $10.07 million on $31.05
million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $10.19 million on $31.97 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $35.71
million in total assets, $86.30 million in total liabilities,
$8.61 million in redeemable preferred stock, and a $59.20 million
total stockholders' deficit.

                           Going Concern

As a result of the Company's limited cash resources and history of
operating losses there is substantial doubt about its ability to
continue as a going concern.  The Company presently has no further
commitments for financing by its Chairman Carl Berg and or his
affiliates.  Recently, the Company has depended on sales of its
common stock under the At-Market Issuance Agreement with Wm. Smith
& Co and short term loans and stock sales with Mr. Berg.  If the
Company is unable to obtain additional financing from Mr. Berg,
through its agreement with Wm. Smith & Co, or others on terms
acceptable to the Company, or at all, the Company may be forced to
cease all operations and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VALENCE TECHNOLOGY: Settles Patent Dispute with Hydro-Quebec
------------------------------------------------------------
Valence Technology, Inc., settled its patent dispute with Hydro-
Quebec, entering into a settlement agreement that resolves
existing litigation with no monetary payment made by either side,
and each party bearing its own costs and attorneys fees.

Under the terms of the settlement, all claims in the litigation
have been dismissed and Valence Technology is free to sell its
proprietary lithium magnesium metal phosphate products, without
liability to The University of Texas, Hydro-Quebec, or any of
their related entities.  In addition, Valence Technology's
customers and suppliers are also removed from any liability
related to the lawsuit.

"The market has recognized the ability of phosphate-based lithium
ion technology to meet the growing demand for reliable, high-
performance energy storage in transportation, grid and commercial
applications," stated Valence president and chief executive
officer Robert L. Kanode.  "We are very pleased with the outcome,
and believe this is a total vindication of our long-held position
that Valence was free to sell its products to whomever it wanted,
wherever and whenever it wanted.  This settlement ends an almost
eight year legal dispute and we believe will help accelerate
broad-based market penetration of lithium metal phosphate
products."

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company reported a net loss of $10.07 million on $31.05
million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $10.19 million on $31.97 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $35.71
million in total assets, $86.30 million in total liabilities,
$8.61 million in redeemable preferred stock, and a $59.20 million
total stockholders' deficit.

                           Going Concern

As a result of the Company's limited cash resources and history of
operating losses there is substantial doubt about its ability to
continue as a going concern.  The Company presently has no further
commitments for financing by its Chairman Carl Berg and or his
affiliates.  Recently, the Company has depended on sales of its
common stock under the At-Market Issuance Agreement with Wm. Smith
& Co and short term loans and stock sales with Mr. Berg.  If the
Company is unable to obtain additional financing from Mr. Berg,
through its agreement with Wm. Smith & Co, or others on terms
acceptable to the Company, or at all, the Company may be forced to
cease all operations and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VITIS CELLARS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vitis Cellars Corporation
        P.O. Box 1542
        Woodinville, WA 98072-1542

Bankruptcy Case No.: 12-16339

Chapter 11 Petition Date: June 18, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Vickie V. Carleton, Esq.
                  CBG LAW GROUP, PLLC
                  11100 NE 8th Street, Suite 380
                  Bellevue, WA 98004
                  Tel: (425) 283-0432
                  E-mail: vcarleton@hotmail.com

Scheduled Assets: $2,120,020

Scheduled Liabilities: $2,254,743

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-16339.pdf

The petition was signed by Rhonda Taylor, president.


VITRO SAB: Appeals Decision Nixing Mexican Reorganization
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB on Tuesday appealed last week's ruling by
the U.S. Bankruptcy Court in Dallas refusing to enforce the
Mexican glassmaker's reorganization plan in the U.S.  The
bankruptcy judge previously said he will allow a direct appeal to
the U.S. Court of Appeals in New Orleans, avoiding an intermediate
appeal to a U.S. district judge.  Concern that Vitro's
reorganization plan would be enforced in the U.S. was causing
Mexican companies to pay higher interest rates than companies in
other Latin American countries.

The suit in bankruptcy court to decide if the Mexican
reorganization will be enforced in the U.S. is Vitro SAB de CV
v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S.
Bankruptcy Court, Northern District of Texas (Dallas).  The
bondholders' appeal in the circuit court is Ad Hoc Group of
Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-11239, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.

On June 13, U.S. Bankruptcy Judge Harlin "Cooter" Hale in Dallas
June 13 entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VUZIX CORP: Completes Sale of Tactical Display for $8.5 Million
---------------------------------------------------------------
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.

                         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.


W.R. GRACE: To Sell Bondera Business for $900,000
-------------------------------------------------
Pursuant to their established procedures for the sale of de
minimis assets, W.R. Grace & Co. and its affiliates propose to
sell substantially all the assets of their business of selling
pressure-sensitive adhesive mats for the installation of tile to
various surfaces under the BONDERA(R) registered trademark for
$900,000 in cash to Ambel Group, Inc.

A part of the purchase price, $350,000, is to be paid at closing
with the remaining amount to be paid in six subsequent monthly
installments of $100,000, and the assignment of buyer's rights in
certain patents and patent rights.  The de minimis sale procedures
provide that the Debtors may sell assets with a de minimis value
up to $5 million, which in their judgment are no longer necessary
to the operation of their businesses.

The Assets, as set forth in more detail in the BONDERA(R) Asset
Sale and Purchase Agreement dated June 13, 2012, between Debtor W.
R. Grace & Co.-Conn. and Ambel Group, include:

  * The Inventory;

  * The BONDERA(R) Trademark;

  * Customer orders for BONDERA(R) Products that have not been
    filled on or before the Closing Date;

  * Customer lists for the BONDERA(R) Products;

  * All books and records, files, sales and marketing materials
    and other documentation relating exclusively to the
    formulation, manufacture, application and promotion of the
    BONDERA(R) Products; and

  * The BONDERA(R) Web site ( http://www.bonderatilematset.com/)
    and domain names (bonderamatset.com and bonderastyle.com).

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that selling the Assets on the terms
and conditions set forth in the Sale Agreement is in the best
interests of the Debtors and their estates because the business is
non-strategic, and would require substantial effort to revitalize.
She reveals that other than Buyer, there are no other potential
purchasers of the Inventory, let alone the rest of the Assets.
She adds that the consideration to be paid under the Sales
Agreement is significantly higher than the only other potential
alternative at hand, which would be to simply abandon some or all
of the Assets.

As provided in the de minimis sale procedures, any party wishing
to submit an alternative bid for the Assets must serve its bid in
writing upon Debtors' counsel and certain notice parties by
June 21, 2012.  Objections, if any, to the Sale must be served by
June 28, 2012.

Ms. Jones notes that in the event that the Debtors do not receive
any written objections to the Sale by the objection deadline, the
Debtors are authorized to proceed with the Sale without further
approval of the Court.

                         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: Resolves Claims Over Big Tex Site for $2 Million
------------------------------------------------------------
The Bankruptcy Court granted in its entirety W.R. Grace & Co. and
its affiliates' request to approve their stipulation and
settlement agreement resolving the claim of the United States
Government relating to the Big Tex Site, in San Antonio, Texas.

The Court approved the stipulation and ruled that interests on the
Big Tex Additional Site Claim began to accrue on January 17, 2012.
The Government will have an Allowed General Unsecured Claim for
$2.2 million.

Under Stipulation, the Government and the Debtors have agreed that
the Big Tex Additional Site Claim will be an allowed general
unsecured claim of $2,200,000 for environmental remediation
response costs at the Big Tex Site, along with all other claims,
liabilities or obligations of the Debtors to the Settling Federal
Agencies under Sections 106 and 107 of the Comprehensive
Environmental Response, Compensation and Liability Act and Section
7003 of the Resource Conservation and Recovery Act.

                         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: Signs MOU for Catalyst Investment in Qingdao, China
---------------------------------------------------------------
W. R. Grace & Co. signed a Memorandum of Understanding with the
Qingdao Bureau of Commerce for an investment in China to
manufacture fluid catalytic cracking (FCC) catalysts and other
related products for the petroleum refining industry.  In order to
complete the investments, Grace has established a Wholly Foreign-
Owned Enterprise (WFOE) in Qingdao.

"This is an important step towards expanding Grace's FCC catalyst
manufacturing capabilities to serve our customers in China and
other countries in the fast-growing Asia Pacific region," said
Shawn Abrams, President of Grace Catalysts Technologies.  "We look
forward to successful cooperation with the government of Qingdao."

"Today we signed a MOU with Grace, which is a landmark of its
investment and development in Qingdao," said Mr. Chunyu Xianli,
Deputy Director-General of Qingdao Bureau of Commerce.  "I believe
that the good location, industrial layout and human resources will
provide Grace with sound supports to its development in China and
Asia Pacific region.  Qingdao Municipal Government, Qingdao Bureau
of Commerce and West Bank Economic Zone will offer the best
services and supports to its establishment.  The rapid and sound
development of Grace in Qingdao will play an important role in
promoting the petro and chemical industry in the city.  We are
looking forward to the further enhancement of our cooperation with
Grace."

Grace founded Grace China Ltd. in 1986 as the first Wholly
Foreign-Owned Company to do business in the People's Republic of
China-through its can sealants plant in Shanghai.  Currently,
Grace operates five manufacturing facilities, three sales offices,
and two technical service centers in mainland China, including its
Asia Pacific regional headquarters in Shanghai.

                         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: Signs Agreement to Purchase China Catalyst Assets
-------------------------------------------------------------
W. R. Grace & Co. has signed an agreement to acquire the assets of
Noblestar Catalysts Co., Ltd., a manufacturer of fluid catalytic
cracking (FCC) catalysts, catalyst intermediates and related
products used in the petroleum refining industry in Qingdao,
China.  The terms of the investment were not disclosed.  In order
to complete the purchase, Grace established a new Wholly Foreign-
Owned Enterprise (WFOE) in the People's Republic of China.

"This acquisition provides Grace with immediate, local
manufacturing capacity to better serve our refining customers
within China and North Asia," said Shawn Abrams, President of
Grace Catalysts Technologies.  "Investing in China is a part of
our overall refining technologies global strategy, which includes
creating an integrated manufacturing network to align FCC capacity
with demand growth."  Grace expects to make additional investments
at the Qingdao site for environmental, safety and manufacturing
upgrades.

"This acquisition deal is a strategic disposition and
repositioning of Noblestar," said Chao Cui, CEO and President of
Noblestar Catalysts.  "With the closing of the deal Noblestar is
able to focus its business on rare earth products.  We have been
happy and proud to be a business partner of Grace for years and
are expecting to continue such a good relationship much longer as
a supplier."

The transaction has been approved by the boards of directors of
both companies, but is subject to the satisfaction of other
closing conditions.  Grace anticipates completing the transaction
as soon as regulatory clearances have been obtained.

In March, Grace announced the signing of a Memorandum of
Understanding to form a joint venture with Al Dahra Agricultural
Company to build and operate an FCC catalysts and additives plant
in the Middle East.  The production plant will be used to supply
oil refiners in the high growth Middle East and South Asia markets
and is expected to come onstream in 2015.

Grace is the worldwide leader in FCC catalysts.  Last year, the
business successfully introduced several low and no rare earth
products to assist petroleum refiners lower their operational
costs.

Grace first established a presence in China when it founded Grace
China Ltd. in 1986 as the first Wholly Foreign-Owned Company to do
business in the Peoples Republic of China -- through its can
sealants plant in Shanghai.  Currently, Grace operates five
manufacturing facilities, three sales offices and two technical
service centers in mainland China, including its Asia Pacific
regional headquarters in Shanghai.

                        About Noblestar

Noblestar, located in Qingdao, China, has been specialized in
manufacturing of FCC catalysts and additives for petrochemicals
since 2001.  Noblestar has been involved in rare earth business
from 2010.  Noblestar employs 150 people consisted of experienced
R&D and engineering professionals and a skillful worker team.  It
has sales of 680 million RMB (appx. 108 million USD) in 2011.
More information about Noblestar is available at
http://www.noblestar.com.cn/

                         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)


WCI COMMUNITIES: Raises $175-Mil. to Pay Off Existing Term Loan
---------------------------------------------------------------
Scott Kauffman at World Property Channel reports WCI Communities
successfully raised $175 million of new capital, including a $125
million term note due in 2017 and $50 million of additional
equity.

According to the report, proceeds of the investment will be used
to pay off WCI's existing term loan and provide the company with
additional growth capital to expand its homebuilding and
development operations in Florida.  Investment funds managed by
Monarch Alternative Capital LP and Stonehill Capital Management
LLC provided the debt capital, while existing shareholders --
including Monarch and Stonehill -- provided the additional equity
through a rights offering.

"These investments support the next phase of WCI's progression as
we continue to execute the elements of our growth plan, including
strategic land acquisitions in key Florida markets to expand our
portfolio of lifestyle communities," the report quotes David Fry,
WCI's president and CEO, as saying.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represented the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represented the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC acted as the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC served as the
claims and notice agent for the Debtors.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an official
committee of unsecured creditors.  Daniel H. Golden, Esq., Lisa
Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss
Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the committee.  WCI disclosed total assets
of $2,178,179,000 and total debts of $1,915,034,000 when it filed
for Chapter 11.

The Bankruptcy Court on Aug. 26, 2009, confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization for WCI
Communities, Inc. and its affiliates.  The Plan became effective
Sept. 3, 2009.


WESTMORELAND COAL: Imminent Danger Order for Montana Mine Lifted
----------------------------------------------------------------
Western Energy Company, a subsidiary of Westmoreland Coal Company,
received an imminent danger order under section 107(a) of the
Federal Mine Safety and Health Act of 1977 at its Rosebud Mine in
Colstrip, Montana.  The order alleged that certain mine personnel
were not properly tied off while doing repair work on the Marion
8050 dragline boom, requiring withdrawal of miners from all
dragline booms at the mine.  The order was subsequently terminated
on June 14, 2012.  No injuries occurred as a result of the cited
condition.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $955 million
in total assets, $1.20 billion in total liabilities and a $249.08
million total deficit.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


WILLARD RENTAL: Jerry Stackhouse and Companies in Chapter 11
------------------------------------------------------------
Willard Rental Properties LLC and two other companies owned by
Jerry Stackhouse sought Chapter 11 protection (Bankr. N.D. Ohio
Case No. 12-61724) on June 19, 2012.

Willard County, Ohio-based Jerry Stackhouse, one of the largest
taxpayers in Huron County, also filed a joint individual Chapter
11 petition with his wife, Janet, on Tuesday (Case No. 12-61728).

Willard LLC owns 40 residential rental units located primarily in
Richland and Crawford counties in Ohio.  A debtor-affiliate
Willard Rental Properties LLP -- Willard LLP -- rents over 900
residential and/or commercial units located in Richland, Crawford,
Huron, Erie and Seneca counties.  Another affiliate, Willard Home
Improvement Inc., manages and maintains approximately 1,100 rental
units owned or controlled by Willard LLC, Willard LLP or Jerry and
Janet Stackhouse.  Home Improvement also has a construction
business although the recession has hit the business.

In recent months, Mr. Stackhouse has phased himself out of the
day-to-day rental operations, while keeping his focus on the
building and renovation business at Home Improvement.

According to a court filing, beginning in 2008 and through the low
points of the current economic recession, the Debtors were able to
maintain operations, pay all vendors and timely service their
secured debt.  However, as real estate values further eroded and
unemployment rates rose, the Debtors experienced the same severe
challenges as thousands of other real estate and construction
firms across the county: too much debt; not enough cash.  The
counties in which the Debtors primarily conduct business have been
hit particularly hard by population losses and joblessness during
that period.  Over the last year, the Debtors' management has
taken steps to mitigate and address the companies' grim financial
reality.  The principals have utilized personal savings and tapped
life insurance policies to keep the companies operating. The
Debtors have liquidated non-essential inventory and are evaluating
to cut additional expenses and raise rents.

In early 2012, at the request of one of the lenders, the Debtors
retained BBP Partners as a financial advisor to assist in out-of-
court workouts with the Debtors' various lenders. The Debtors also
hired McDonald Hopkins LLC to provide restructuring and other
legal advice.  Over the last several months, the Debtors, along
with their advisors, have attempted to restructure various loans
with the Debtors' lenders.  While some of the lenders have been
willing participants in the restructuring efforts, the Debtors
simply could not achieve the requisite savings from enough of
their lenders to generate long-term positive cash flows. Indeed,
two lenders have initiated foreclosure actions; while others have
threatened actions.  The Debtors determined, in their reasonable
business judgment, that the best way to avoid immediate and
irreparable harm to their businesses and assets was relief under
the Bankruptcy Code.

The Debtors intend to use the bankruptcy process to stabilize
operations, shed unnecessary properties, and negotiate a
consensual plan of reorganization.

                        The Chapter 11 Case

At the behest of the Debtors, Judge Russ Kendig will convene an
expedited hearing on the first-day motions on June 21, 2012, at
10:00 a.m. in bankruptcy court in Canton, Ohio.

The Debtors have filed applications to hire McDonald Hopkins LLC
as counsel and BBP Partners, LLC, as financial advisors.

The Debtors have also filed requests to use cash collateral, pay
prepetition wages and obligations to employees, and prohibit
utilities from discontinuing service.

The Debtors say the expedited relief requested in the first day
motions is essential to (a) obtain financing; (b) ensure a smooth
transition into chapter 11; (c) maintain the Debtors' operations
and businesses throughout the chapter 11 cases; (d) efficiently
administer the bankruptcy cases; and (e) provide the basis for
confirming a reorganization plan.


WILLEMS & HERMAN: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Willems & Herman Development Group LP
        3970 Perkiomen Avenue
        Reading, PA 19606

Bankruptcy Case No.: 12-15862

Chapter 11 Petition Date: June 18, 2012

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

Judge: Richard E. Fehling

Debtor's Counsel: Dexter K. Case, Esq.
                  CASE, DIGIAMBERARDINO & LUTZ, P.C.
                  845 North Park Road, Suite 101
                  Wyomissing, PA 19610
                  Tel: (610) 372-9900
                  Fax: (610) 372-5469
                  E-mail: dkc@cdllawoffice.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/paeb12-15862.pdf

The petition was signed by John Herman, president, Willems &
Herman Development Group, Inc., sole GP.


WOOTEN GROUP: Files for Chapter 11 in Los Angeles
-------------------------------------------------
Beverly Hills, California-based Wooten Group LLC filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323)
in Los Angeles on June 19.

The Debtor estimated assets of up to $50 million and liabilities
of up to $10 million.

According to the case docket, the schedules of assets and
liabilities, the statement of financial affairs, and other
incomplete filings are due July 3, 2012.

The Law Office of M Jonathan Hayes, in Northridge, serves as
counsel.


XTREME IRON: Sec. 341 Creditors' Meeting Set for July 16
--------------------------------------------------------
William Neary, the U.S. Trustee for Region 6 in Dallas, Texas,
will convene a meeting of creditors under 11 U.S.C. Sec. 341(a) in
the Chapter 11 case of Xtreme Iron Holdings, LLC, on July 16,
2012, at 1:30 p.m. at Dallas, Room 976.

Proofs of claim are due in the case by Oct. 15, 2012.

                    About Xtreme Iron Holdings

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron estimated assets and liabilities of
$10 million to $50 million.  The Debtor said an estimated 90% of
the business assets are located in North Texas counties.

The Debtor is the holding company for Xtreme Iron, LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.

Judge Harlin DeWayne Hale oversees the case.  Gregory Wayne
Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the
Debtor's bankruptcy counsel.  The petition was signed by Ron
Stover, member.


XTREME IRON: Files List of Largest Unsecured Creditors
------------------------------------------------------
Xtreme Iron Holdings, LLC, filed with the Bankruptcy Court a list
of its creditors holding the largest unsecured claims.  Xtreme
Iron Holdings identified five unsecured creditors but scheduled
their claims at $0 each.  The creditors are:

     -- Shadek/CFI
        John Shadek
        Shadek Reese
        590 Lakeshore Blvd.
        Incline Village, NV 89451

     -- Miller, Egan, Molter & Nelson, LLP
        1402 San Antonio, Suite 100
        Austin, TX 78701

     -- Iron Planet
        4695 Chabot Drive, Suite 102
        Pleasanton, CA 94588-2756

     -- Gregory Sommers, P.C.
        12380 SW Main Street
        Tigard, OR 97223

     -- Beta Capital
        c/o Todd Harlow
        Lynn Tillotson Pinker Cox
        2100 Ross Ave., Suite 2700
        Dallas, TX 75201

Xtreme Iron Holdings said it disputes each of the "non-purchase
money" claims of Shadek/CFI; Iron Planet; and Beta Capital.

The Debtor is slated to file its schedules of assets and
liabilities and statement of financial affairs June 27.

                    About Xtreme Iron Holdings

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron estimated assets and liabilities of
$10 million to $50 million.  The Debtor said an estimated 90% of
the business assets are located in North Texas counties.

The Debtor is the holding company for Xtreme Iron, LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.

Judge Harlin DeWayne Hale oversees the case.  Gregory Wayne
Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the
Debtor's bankruptcy counsel.  The petition was signed by Ron
Stover, member.


ZOO ENTERTAINMENT: Clark Succeeds EisnerAmper as Accountant
-----------------------------------------------------------
The 2012 annual meeting of the stockholders of Zoo Entertainment
was held on May 17, 2012.

Mark Seremet, Jay Wolf, Moritz Seidel, Jeffrey Schrock, Alex Krys
and Barry Regenstein were elected as directors of the Company to
serve until the 2013 annual meeting of stockholders and until
their respective successors are elected and qualified or until
their earlier death, resignation or removal.  The stockholders of
the Company also ratified the appointment of EisnerAmper LLP as
the Company's independent registered public accounting firm for
the year ending Dec. 31, 2012.  The stockholders of the Company
also approved the amendment to the Company's Certificate of
Incorporation to change the name of the Company from Zoo
Entertainment, Inc., to indiePub Entertainment.  In addition, the
stockholders of the Company approved the amendment to the
Company's Certificate of Incorporation to reduce the number of
authorized shares of common stock from 3,500,000,000 to
295,000,000.

                       EisnerAmper Dismissed

The Audit Committee of the Board of Directors of the Company
notified EisnerAmper, its independent registered public accounting
firm, of its dismissal effective May 22, 2012.

EisnerAmper's report on the Company's financial statements for
each of the last two fiscal years did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years and the
subsequent period of fiscal 2012 preceding the dismissal of
EisnerAmper, there were no disagreements on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of EisnerAmper, would have caused it to make a
reference to the subject matter in connection with its report.

On May 22, 2012, the Audit Committee notified Clark Schaefer of
its decision to appoint them as its independent registered public
accounting firm effective immediately.

In deciding to engage Clark Schaeffer, the Audit Committee
reviewed auditor independence and existing commercial
relationships with Clark Schaefer, and concluded that Clark
Schaeffer has no commercial relationship with the Company that
would impair its independence.

During the two most recent fiscal years (ending Dec. 31, 2011, and
Dec. 31, 2010) and the subsequent period of fiscal 2012 preceding
the engagement of Clark Schaefer, neither the Company nor anyone
on its behalf consulted Clark Schaefer regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and no
written report or oral advice was provided to the Registrant that
Clark Schaefer concluded was an important factor considered by the
Registrant in reaching a decision as an accounting, auditing or
financial reporting issue, or (ii) any matter that was the subject
of a disagreement (as described in Regulation S-K Item
304(a)(1)(iv)).

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.06 million
in total assets, $15.24 million in total liabilities and a $13.18
million total stockholders' deficit.

For 2011, EisnerAmper LLP, in Edison, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has both incurred losses and experienced net cash outflows from
operations since inception.


* Bulldog Investors May Invest in Bankruptcy Claims
---------------------------------------------------
Bulldog Investors principal Phillip Goldstein says that the
company considering starting an exchange-listed, closed-end fund
that invests in bankruptcy claims, Joshua Sisco at the DealFlow
Media reports.

Bulldog Investors is an investment management firm.  It analyzes
and focuses on undervalued investment opportunities, targeting
securities it understands and can appropriately value.  It often
takes activist measures to enhance the value of its investments
through various time-tested and proprietary means.


* Justice Department Proposes New Rules on Lawyer Compensation
--------------------------------------------------------------
The New York Times reports that a division of the department that
oversees bankruptcy cases has proposed new rules for bankruptcy
judges to use in approving lawyers' fees.

The Justice Department, according to NY Times, says that reports
of very high fees in cases where workers lost jobs and creditors
received pennies on the dollar have pushed the department to
propose the new rules, which includes how judges should determine
compensation for lawyers representing the debtor, creditors and
others involved in Chapter 11 reorganizations of companies with
$50 million or more in assets.

NY Times relates that law firms with big bankruptcy practices are
adamant, arguing at a contentious meeting at the Justice
Department that high fees are needed to attract top talent to
bankruptcy practices.  They claim that the proposed changes
"threaten to undermine a linchpin of the domestic and
international restructuring services that have developed in the
United States," NY Times reports.

According to NY Times, the lawyers are upset that the new rules
would require them to provide data on what their firms charge in
other specialties and submit budgets at the outset as a benchmark
for any fee increases later in the process.  NY Times states that
the lawyers claim that providing this kind of fee data means
giving out confidential client information, and that budgeting for
their work is "virtually impossible".


* Las Vegas Myers Team Dominates Short Sale Market in Nevada
------------------------------------------------------------
A recent report named The Myers Team the #1 Short Sale Realtors in
Nevada.  Number one status was determined by actual short sale
listings closed from Jan. 1, 2007, through Dec. 31, 2011.

According to the report, The Myers Team with the Caliber Realty
Group has negotiated more short sale approvals and closed more
short sale listing transactions than any Realtor or Broker in Las
Vegas.  The majority of these closings have been short sales with
Bank of America.

The Myers Team is nationally recognized as one of the most
influential figures in Real Estate today.  According to Myers Team
owner, Bill Myers, "Surrendering a home worth half of what you owe
is NOT a failure, it's a business decision.  A short sale is an
opportunity for you and your family to take control and walk away
free and clear.  Nobody wants to lose their home; however, loan
modification doesn't work and there is no need to go down with a
sinking ship.  Homeowners need to know when to say enough is
enough."

The Myers Team has continually broken sales records.  It was an
award winning Real Estate team at Century 21 for nine years;
however, in 2011 they joined forces with the Caliber Realty Group.
According to Myers, "Our Real Estate market has changed; however,
most Real Estate companies have not.  While most Real Estate
Brokers are still learning how to do short sales, the Caliber
Realty Group is backed by ownership that has been dealing with
Banks and Loss Mitigation Departments for almost three decades."


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re David Family Kitchen, Inc.
   Bankr. E.D. Ark. Case No. 12-13443
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/areb12-13443.pdf
         represented by: Sheila F. Campbell, Esq.
                         SHEILA CAMPBELL, P.A.
                         E-mail: campbl@sbcglobal.net

In re Bradley Haber
   Bankr. D. Ariz. Case No. 12-13076
     Chapter 11 Petition filed June 12, 2012

In re Sonia Gonzalez
   Bankr. C.D. Calif. Case No. 12-24209
     Chapter 11 Petition filed June 12, 2012

In re Roberto Curiel
   Bankr. C.D. Calif. Case No. 12-12281
     Chapter 11 Petition filed June 12, 2012

In re Windy Hills Inc.
   Bankr. D. Del. Case No. 12-11796
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/deb12-11796.pdf
         represented by: Adam Hiller, Esq.
                         HILLER & ARBAN, LLC
                         E-mail: ahiller@hillerarban.com

In re Donald Wainwright
   Bankr. M.D. Fla. Case No. 12-03909
     Chapter 11 Petition filed June 12, 2012

In re Bari Importing Corporation
   Bankr. M.D. Fla. Case No. 12-08003
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/flmb12-08003.pdf
         represented by: Scott W. Spradley, Esq.
                         LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                         E-mail:
                         scott.spradley@flaglerbeachlaw.com

In re Trevorbo Marketing Inc.
        dba Creative Events Advertising
   Bankr. M.D. Fla. Case No. 12-09041
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/flmb12-09041.pdf
         represented by: Timothy M. Papp, Esq.
                         TIMOTHY PAPP & ASSOCIATES, LLC
                         E-mail: mbaeten@honestrep.com

In re Haysam, LLC
   Bankr. M.D. Fla. Case No. 12-09044
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/flmb12-09043.pdf
         represented by: Timothy M. Papp, Esq.
                         TIMOTHY PAPP & ASSOCIATES, LLC
                         E-mail: mbaeten@honestrep.com

In re Steven Redman
   Bankr. M.D. Fla. Case No. 12-09062
     Chapter 11 Petition filed June 12, 2012

In re Karen Alfred
   Bankr. E.D. La. Case No. 12-11759
     Chapter 11 Petition filed June 12, 2012

In re Ray Alfred
   Bankr. E.D. La. Case No. 12-11759
     Chapter 11 Petition filed June 12, 2012

In re Caroline Falls-Hebditch
   Bankr. D. Md. Case No. 12-21049
     Chapter 11 Petition filed June 12, 2012

In re Jeffrey Hebditch
   Bankr. D. Md. Case No. 12-21049
     Chapter 11 Petition filed June 12, 2012

In re Jennifer Hohnke
   Bankr. D. Nev. Case No. 12-16984
     Chapter 11 Petition filed June 12, 2012

In re R & E Investment Group, LLC
   Bankr. D. N.H. Case No. 12-11921
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/nhb12-11921.pdf
         represented by: Raymond J. DiLucci, Esq.
                         RAYMOND J. DILUCCI, P.A.
                         E-mail: info@nhbankruptcy.com

In re Hanife Nikezi
   Bankr. E.D.N.Y. Case No. 12-44344
     Chapter 11 Petition filed June 12, 2012

In re Ryan DeVerna
   Bankr. E.D.N.Y. Case No. 12-73689
     Chapter 11 Petition filed June 12, 2012

In re Maurice Robinson
   Bankr. S.D.N.Y. Case No. 12-12522
     Chapter 11 Petition filed June 12, 2012

In re Zavala, Inc.
   Bankr. D. Pa. Case No. 12-23032
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/pawb12-23032.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Caleb Medical Supplies, Inc.
   Bankr. D. P.R. Case No. 12-04566
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/prb12-04566.pdf
         represented by: Enrique M. Almeida Bernal, Esq.
                         ALMEIDA & DAVILA PSC
                         E-mail: ealmeida@almeidadavila.com

In re Illinois Laundromat, Inc.
   Bankr. E.D. Tex. Case No. 12-41578
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/txeb12-41578.pdf
         represented by: Robert T. DeMarco, Esq.
                         DEMARCO-MITCHELL, PLLC
                         E-mail: robert@demarcomitchell.com

In re One Family Wellness Clinic LLC
        dba Hana Wellness Clinic
   Bankr. W.D. Wash. Case No. 12-16147
     Chapter 11 Petition filed June 12, 2012
         See http://bankrupt.com/misc/wawb12-16147.pdf
         represented by: Kevin T. Helenius, Esq.
                         E-mail: efiling@kth-law.com
In re Victor Lozano
   Bankr. D. Ariz. Case No. 12-13173
      Chapter 11 Petition filed June 13, 2012

In re Jackie Shettlesworth
   Bankr. D. Ariz. Case No. 12-13229
      Chapter 11 Petition filed June 13, 2012

In re Hollfelder Company,LLC
   Bankr. D. Conn. Case No. 12-31415
     Chapter 11 Petition filed June 13, 2012
         See http://bankrupt.com/misc/ctb12-31415.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Roger Bates
   Bankr. M.D. Fla. Case No. 12-03958
      Chapter 11 Petition filed June 13, 2012

In re Dorrett Brown
   Bankr. S.D. Fla. Case No. 12-24489
      Chapter 11 Petition filed June 13, 2012

In re Brian Bouley
   Bankr. D. Hawaii Case No. 12-01236
      Chapter 11 Petition filed June 13, 2012

In re Paul Harbaugh
   Bankr. C.D. Ill. Case No. 12-71367
      Chapter 11 Petition filed June 13, 2012

In re Green Star Town House Apartments Inc.
   Bankr. D.M.D. Case No. 12-21120
     Chapter 11 Petition filed June 13, 2012
         See http://bankrupt.com/misc/mdb12-21120.pdf
         represented by: David Edwin Solan, Esq.
                         Law Office of David E. Solan
                         E-mail: info@davidsolanlaw.com

In re meSnarD, Inc.
   Bankr. W.D. Mich. Case No. 12-05618
     Chapter 11 Petition filed June 13, 2012
         See http://bankrupt.com/misc/miwb12-05618.pdf
         represented by: Rory Dixon Mortimer, Esq.
                         Mortimer Law Firm, PLC
                         E-mail: info@rdmortimerlaw.com

In re Bassett Builders, Inc.
   Bankr. W.D.N.C. Case No. 12-10501
     Chapter 11 Petition filed June 13, 2012
         See http://bankrupt.com/misc/ncwb12-10501.pdf
         represented by: R. Kelly Calloway, Jr., Esq.
                         Calloway & Associates Law Firm
                         E-mail: rkelly@callowaylawfirm.com

In re Denise and Larry Orr
   Bankr. W.D.N.C. Case No. 12-10500
      Chapter 11 Petition filed June 13, 2012

In re 145 West 129th Street Apts Inc.
   Bankr. S.D.N.Y. Case No. 12-12523
     Chapter 11 Petition filed June 13, 2012
         See http://bankrupt.com/misc/nysb12-12523.pdf
         Filed pro se

In re Jennifer Carroll-Fratar
   Bankr. N.D. Tex. Case No. 12-33830
      Chapter 11 Petition filed June 13, 2012

In re Charles Bennington
   Bankr. D. Utah Case No. 12-27710
      Chapter 11 Petition filed June 13, 2012

In re Seafood Logistics Inc.
   Bankr. C.D. Calif. Case No. 12-30724
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/cacb12-30724.pdf
         represented by: Philip Deitch, Esq.

In re Maria Marino
   Bankr. C.D. Calif. Case No. 12-30747
      Chapter 11 Petition filed June 14, 2012

In re William Wright
   Bankr. N.D. Fla. Case No. 12-30865
      Chapter 11 Petition filed June 14, 2012

In re Robert Lowman
   Bankr. D. Md. Case No. 12-21178
      Chapter 11 Petition filed June 14, 2012

In re Buford Lambert
   Bankr. N.D. Miss. Case No. 12-12405
      Chapter 11 Petition filed June 14, 2012

In re Mahboob Bhatti
   Bankr. D. N.J. Case No. 12-25293
      Chapter 11 Petition filed June 14, 2012

In re Mark Taylor
   Bankr. D. Nev. Case No. 12-17065
      Chapter 11 Petition filed June 14, 2012

In re Grubstake, LLC
   Bankr. D. Nev. Case No. 12-51391
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/nvb12-51391.pdf
         represented by: Kevin A. Darby, Esq.
                         DARBY LAW PRACTICE, LTD.
                         E-mail: kevin@darbylawpractice.com

In re Christ The Rock International, Inc.
   Bankr. E.D.N.Y. Case No. 12-44393
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/nyeb12-44393p.pdf
             http://bankrupt.com/misc/nyeb12-44393c.pdf
         Filed as Pro Se

In re East End Cement And Stone, Inc.
   Bankr. E.D.N.Y. Case No. 12-73759
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/nyeb12-73759.pdf
         represented by: Alan Stein, Esq.
                         LAW OFFICE OF ALLAN C. STEIN
                         E-mail: alan@alanstein.net

In re Oakmont Construction, Inc.
   Bankr. E.D. Tex. Case No. 12-41605
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/txeb12-41605.pdf
         represented by: Gregory A. Whittmore, Esq.
                         E-mail: kearsage@msn.com

In re Judi of Croix, Inc.
   Bankr. D. V.I. Case No. 12-10006
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/vib12-10006.pdf
         represented by: Nizar A. DeWood, Esq.
                         THE DEWOOD LAW FIRM
                         E-mail: dewoodlaw@me.com

In re World Pre-Paid Inc.
   Bankr. E.D. Va. Case No. 12-13754
     Chapter 11 Petition filed June 14, 2012
         See http://bankrupt.com/misc/vaeb12-13754.pdf
         represented by: Katherine Martell, Esq.
                         VIENNA LAW GROUP PC
                         E-mail: kmartell@viennalawgroup.com

In re Christopher Jaggars
   Bankr. W.D. Va. Case No. 12-61438
      Chapter 11 Petition filed June 14, 2012

In re Ron Barney
   Bankr. D. Ariz. Case No. 12-13453
      Chapter 11 Petition filed June 15, 2012

In re Sunburst Farms East, Inc.
   Bankr. D. Ariz. Case No. 12-13490
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/azb12-13490.pdf
         represented by: Donald W. Powell, Esq.
                         CARMICHAEL & POWELL, P.C.
                         E-mail: d.powell@cplawfirm.com

In re Pamela Hatch
   Bankr. C.D. Calif. Case No. 12-24509
      Chapter 11 Petition filed June 15, 2012

In re Alpine Apartments, LLC
   Bankr. D. Conn. Case No. 12-21470
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/ctb12-21470.pdf
         represented by: Ellery E. Plotkin, Esq.
                         LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                         E-mail: EPlotkinJD@aol.com

In re Michael P. Evans, DDS, PA
   Bankr. M.D. Fla. Case No. 12-09317
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/flmb12-09317.pdf
         represented by: Christopher W. Boss, Esq.
                         YESNER & BOSS, PL
                         E-mail: bkfiling@yesnerboss.com

In re All American Trailer Manufacturers, Inc.
   Bankr. S.D. Fla. Case No. 12-24619
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/flsb12-24619.pdf
         represented by: Eduardo E. Dieppa, III, Esq.
                         DIEPPA LAW FIRM P.A.
                         E-mail: edieppa@dieppalaw.com

In re John Romano
   Bankr. S.D. Ga. Case No. 12-20675
      Chapter 11 Petition filed June 15, 2012

In re YKM Realty, LLC
   Bankr. D. Mass. Case No. 12-42264
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/mab12-42264.pdf
         represented by: David M. Nickless, Esq.
                         NICKLESS, PHILLIPS AND O'CONNOR
                         E-mail: dnickless.nandp@verizon.net

In re Unlimited Contracting Services, LLC
   Bankr. N.D.N.Y. Case No. 12-11619
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/nynb12-11619.pdf
         represented by: Marc S. Ehrlich, Esq.
                         EHRLICH & ARCODIA
                         E-mail: mehrlich@eapclaw.com

In re Bionic Media, LLC
   Bankr. S.D.N.Y. Case No. 12-12557
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/nysb12-12557.pdf
         represented by: Arnold Mitchell Greene
                         ROBINSON BROG LEINWAND GREENE GENOVESE &
                         GLUCK, P.C.
                         E-mail: amg@robinsonbrog.com

In re Keyframe Post, Inc.
        aka Bionic Media, LLC
   Bankr. S.D.N.Y. Case No. 12-12558
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/nysb12-12558.pdf
         represented by: Arnold Mitchell Greene
                         ROBINSON BROG LEINWAND GREENE GENOVESE &
                         GLUCK, P.C.
                         E-mail: amg@robinsonbrog.com

In re McClure Dental Services, PC
   Bankr. W.D.N.Y. Case No. 12-11908
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/nywb12-11908.pdf
         represented by: Frederick J. Gawronski, Esq.
                         COOK & GAWRONSKI, PC
                         E-mail: fgawronski@cookgawronski.com

In re Jeffrey Rumley
   Bankr. E.D.N.C. Case No. 12-04460
      Chapter 11 Petition filed June 15, 2012

In re Jazz Restaurants, LLC
   Bankr. D. S.C. Case No. 12-03765
     Chapter 11 Petition filed June 15, 2012
         See http://bankrupt.com/misc/scb12-03765.pdf
         represented by: Robert E. Culver, Esq.
                         THE CULVER FIRM, PC
                         E-mail: bob@culverlaw.net

In re Richard Drake
   Bankr. W.D. Wash. Case No. 12-16293
      Chapter 11 Petition filed June 15, 2012

In re Edward Fogg
   Bankr. W.D. Wash. Case No. 12-44204
      Chapter 11 Petition filed June 15, 2012

In re 275 King, Inc.
   Bankr. D.S.C. Case No. 12-03767
     Chapter 11 Petition filed June 17, 2012
         See http://bankrupt.com/misc/scb12-03767.pdf
         represented by: D. Nathan Davis, Esq.
                         Davis Law Firm
                         E-mail: nathan@davislawsc.com

In re Robert Robinson
   Bankr. D. Ariz. Case No. 12-13522
      Chapter 11 Petition filed June 18, 2012

In re William Martin
   Bankr. D. Ariz. Case No. 12-13600
      Chapter 11 Petition filed June 18, 2012

In re Ana Ramos
   Bankr. C.D. Calif. Case No. 12-31051
      Chapter 11 Petition filed June 18, 2012

In re Glenn Hatch
   Bankr. C.D. Calif. Case No. 12-31077
      Chapter 11 Petition filed June 18, 2012

In re Milbank 770 Garden, LLC
   Bankr. C.D. Calif. Case No. 12-15587
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/cacb12-15587.pdf
         File pro se

In re Crecenciano Chavez
   Bankr. E.D. Calif. Case No. 12-15414
      Chapter 11 Petition filed June 18, 2012

In re 145-149 Tolland, LLC
   Bankr. D. Conn. Case No. 12-21480
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/ctb12-21480.pdf
         represented by: Jefferson Hanna, III, Esq.
                         E-mail: jeffersonhanna@sbcglobal.net

In re Michael Robichaux
   Bankr. W.D.L.A. Case No. 12-50775
      Chapter 11 Petition filed June 18, 2012

In re Robert Judice
   Bankr. W.D.L.A. Case No. 12-50773
      Chapter 11 Petition filed June 18, 2012

In re Nevarez Tours & Transportation Corp
   Bankr. D. Mass. Case No. 12-15201
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/mab12-15201.pdf
         Filed pro se

In re James Vodvarka
   Bankr. D. Minn. Case No. 12-50675
      Chapter 11 Petition filed June 18, 2012

In re Terrence Jenkins
   Bankr. W.D.M.O. Case No. 12-61134
      Chapter 11 Petition filed June 18, 2012

In re A. Leavitt
   Bankr. D. Nev. Case No. 12-17199
      Chapter 11 Petition filed June 18, 2012

In re Robert Bush
   Bankr. D. Nev. Case No. 12-51423
      Chapter 11 Petition filed June 18, 2012

In re Gabgeo, Inc.
        dba Colts Neck Inn
   Bankr. D.N.J. Case No. 12-25522
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/njb12-25522.pdf
         represented by: Dino S. Mantzas, Esq.
                         Law Office of Dino S. Mantzas
                         E-mail: dmantzas@aol.com

In re John Sandy Masselli
   Bankr. D.N.J. Case No. 12-25490
      Chapter 11 Petition filed June 18, 2012

In re All State Asset Management LLC
   Bankr. M.D.P.A. Case No. 12-03633
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/pamb12-03633.pdf
         Filed pro se

In re Thorne Electronics, Inc.
   Bankr. N.D. Tex. Case No. 12-10182
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/txnb12-10182.pdf
         represented by: Kevin W. Willhelm, Esq.
                         Law Office of Weir & Willhelm
                         E-mail: weir_willhelm@sbcglobal.net

In re Jesus Iglesias
   Bankr. S.D. Tex. Case No. 12-70350
      Chapter 11 Petition filed June 18, 2012

In re Butler's Pantry, Inc.
   Bankr. W.D. Tex. Case No. 12-31129
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/txwb12-31129.pdf
         represented by: Sidney J. Diamond, Esq.
                         Diamond Law
                         E-mail: usbc@sidneydiamond.com

In re Sunjal Corporation
        dba Rodeway Inn & Suites
   Bankr. E.D.V.A. Case No. 12-50972
     Chapter 11 Petition filed June 18, 2012
         See http://bankrupt.com/misc/vaeb12-50972.pdf
         represented by: Karen M. Crowley, Esq.
                         Crowley, Liberatore, Ryan & Brogan, P.C.
                         E-mail: kcrowley@clrbfirm.com

In re Lynn Hooks
   Bankr. W.D. Wash. Case No. 12-44239
      Chapter 11 Petition filed June 18, 2012



                             *********

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.


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