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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, June 27, 2011, Vol. 15, No. 176

                            Headlines

ALLEN FAMILY: Creditors Balk at Sale to Rival Mountaire Farms
ALLIED IRISH: To Redeem Outstanding Perpetual RCIs and Notes
ALLIED IRISH: Interest Payment Falling Due June 25
ALLIED IRISH: In Discussions to Satisfy Regulatory Requirements
AMERICAN AXLE: JB Investments Discloses 5.2% Equity Stake

AMERICAN ROCK: S&P Assigns 'B' Corporate Credit Rating
APPLIED DNA: Completes Program to DNA Mark Microchips for DoD
ART COLLECTION: U.S. Trustee Unable to Form Committee
ART COLLECTION: Sale-Based Plan Promises Full Payment to Creditors
BANKS.COM: Receives Non-Compliance Notice From NYSE Amex

BARBETTA LLC: Cash Collateral Hearing on June 29
BARBETTA LLC: Taps Stubbs & Perdue as Counsel
BERNARD L MADOFF: Trustee Files Amended Complaint Against JPM
BEXAR COUNTY: Moody's Affirms 'Ba3' Rating on Housing Rev. Bonds
BOSTON SCIENTIFIC: Moody's Revises Rating Outlook to Positive

CAMP COOLEY: Proposes Aug. 3 Auction; No Lead Bidder So Far
CAR WASH: Files List of 20 Largest Unsecured Creditors
CARDTRONICS INC: Moody's Affirms 'B1' Corporate Family Rating
CARESTREAM HEALTH: Bank Debt Trades at 7% Off in Secondary Market
CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market

CF INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
CIRTRAN CORP: Kathryn Hollinger Appointed Board Member
CLAIRE'S STORES: Bank Debt Trades at 10% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
COMPOSITE TECHNOLOGY: Committee Hires Steptoe & Johnson as Counsel

COMPOSITE TECHNOLOGY: Taps BCC Advisory as Investment Banker
CONGRESS SAND: Deborah Fallis Withdrawn from Reorganization Case
CROSS BORDER: Budgets $7.4 Million for Second Half Drilling
DANAOS CORP: To Hold Annual Meeting on July 22
DEB SHOPS: To File for Bankruptcy and Sell Business

DEX MEDIA EAST: Bank Debt Trades at 26% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 16% Off in Secondary Market
DJSP ENTERPRISES: DAL to Sell Unit to HHSCC for $3.75-Mil.
DREIER LLP: Judge Approves Settlement With Fortress
DRYSHIPS INC: Gets Approval to Amend $495-Mil. Term Loan Facility

DULCES ARBOR: Case Summary & 16 Largest Unsecured Creditors
EAST COAST DEV'T: Court Approves Laurie R. Brown as Accountant
EAST COAST DEV'T: Wins Court OK to Hire Stubbs & Perdue as Counsel
EAST COAST DEV'T: U.S. Trustee Unable to Form Committee
EFD LTD: Files List of 20 Largest Unsecured Creditors

EMIVEST AEROSPACE: Wants to Market Major Asset Before Filing Plan
EMIVEST AEROSPACE: Wants Lease Decision Period Moved Until Aug. 16
FANNIE MAE: Appoints Susan McFarland as EVP and CFO
FIDDLER'S CREEK: Further DIP Loan Motion Hearing Set for June 30
FIRST COMMUNITY: Suspending Filing of Reports with SEC

FIRST NATIONAL: U.S. Trustee Doubts Emergence from Bankruptcy
FIRST UNITED: Suspending Filing of Reports with SEC
FLORIDA EXTRUDERS: Plan Confirmation Hearing on Thursday
FRANKLIN CREDIT: Two Directors Elected at Annual Meeting
GALP CNA: U.S. Trustee Wants Wentwood Case Converted or Dismissed

GAMETECH INT'L: Kevin Painter Appointed President and CEO
GAS CITY: Hearing on Vacant Land Sale Slated Tomorrow
GASTAR EXPLORATION: Declares Monthly Dividends on Preferred Stock
GAYLORD ENTERTAINMENT: S&P Puts 'B' Rating on Watch Positive
GRAHAM PACKAGING: Swaps 839,082 Units for Common Stock

GRAHAM PACKAGING: Enters Into Merger Agreement with Reynolds
GRAMERCY PARK: Toll Brothers Wins Auction for "Condo" Property
GRAYMARK HEALTHCARE: Completes Offerings of Shares and Warrants
GSC GROUP: J.P. Morgan Strike Deal to Settle SEC Charges
HAMPTON ROADS: To Sell Charlottesville Branch to The Page Valley

HARRY & DAVID: Files First Amended Chapter 11 Plan
HAWAII MEDICAL: Files Ch. 11 to Return Hospitals to St. Francis
HAWAII MEDICAL: Case Summary & 20 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Bank Debt Trades at 17% Off in Secondary Market
HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Thursday

HINGHAM CAMPUS: Wins Permission to Start Polling Creditors on Plan
HOMELAND SECURITY: Enters Into Asset Purchase Pact with Default
HOVNANIAN ENTERPRISES: SVP and General Counsel to Retire
HRAF HOLDINGS: Court Approves Sale of Property to Jennings
HSRE-CDS I: Reaches Terms for Dismissal of Chapter 11 Case

INNKEEPERS USA: Plan Confirming with Objections Resolved
INNOPHOS INC: S&P Raises Corporate Credit Rating to 'BB'
JACKSON HEWITT: Taps Hilco Real as Property Consultant
JACKSON HEWITT: Creditors Try to Slow Down Chapter 11 Plan
JACKSON HEWITT: Works to Disband Creditors' Committee

JAMES RIVER: Alan Crown Elected as Director at Annual Meeting
JEFFERSON COUNTY: Financial Woes Threaten Nearby Communities
JETBLUE AIRWAYS: Announces Revised Fleet Delivery Schedule
KANG INVESTMENT: Court Grants East West Relief From Automatic Stay
K-V PHARMACEUTICAL: Posts $174 Million Net Loss in Fiscal 2011

KATN LIVING TRUST: In Chapter 11; Owner Facing Criminal Cases
KH FUNDING: Seeks to Employ Stegman & Company as Accountants
LA BOTA DEVELOPMENT: Seeks Approval of Insurance Finance Agreement
LA JOLLA: Has 28.96 Million Outstanding Common Shares
LAKE PLEASANT: Taps Zwillinger Greek as Counsel for Property Sale

LAS VEGAS MONORAIL: Taps Garden City as Solicitation Agent
LAW ENFORCEMENT: Receives Unfavorable Judgment in Wortley Lawsuit
LAX ROYAL: Court Grants Further Access to Cash Collateral
LAX ROYAL: Plan Outline Hearing Set for July 13
LEGG MASON: S&P Lowers Junior Subordinated Debt Rating to 'BB+'

LONGYEAR PROPERTIES: Condominium Trust Seeks Ch. 7 Case Conversion
LOVELL PLACE: Judge Agresti Closes Chapter 11 Bankruptcy Case
LOWER BUCKS: Has Until Sept. 2 to Use Cash Collateral
M-WISE INC: Suspending Filing of Reports with SEC
MARMC TRANSPORTATION: Seeks to Pay Sale Proceeds to Wells Fargo

MB HOLDING: Fitch Affirms Long-Term Currency IDR at 'BB-'
MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting
MILLENNIUM MULTIPLE: Court Confirms Liquidating Plan
MOUNTAIN HERITAGE: Closed; First American Bank Assumes Deposits
MSR RESORT: PGA West Membesr Reach Deal With Present Owners

MSR RESORT: Hilton, Singapore Funds Object to Jefferies Fee
NATIONAL CINEMEDIA: Moody's Rates Senior Unsecured Notes at 'B2'
NATIONAL CINEMEDIA: S&P Rates Senior Unsecured Notes at 'B'
NORTEL NETWORKS: Bidding War Seen at Today's Auction
NORTHCORE TECHNOLOGIES: To Take Advantage of High Growth Markets

OAKLAND, CALIF: Fiscal Strains Grow After Debt Downgrade
ONE PELICAN: Rejects Listing Agreement With McMonigle Group
ONE PELICAN: Sec. 341 Creditors' Meeting Set for July 7
ONE RENAISSANCE: To Present Plan for Confirmation on Aug. 17
ONE RENAISSANCE: Has Continued Interim Access to Cash Collateral

OPEN SOLUTIONS: Bank Debt Trades at 14% Off in Secondary Market
OUTSOURCE HOLDINGS: Amends List of Largest Unsecured Creditors
OUTSOURCE HOLDINGS: Can Hire Commerce Street as Investment Banker
PATRIOT NATIONAL: Completes Operational Restructuring
PHILADELPHIA ORCHESTRA: Gets $11.2 Million From Foundations

PUDA COAL: Gets Non-Compliance Notice From NYSE Amex
QUALITY DISTRIBUTION: Files Form S-3; Registers $35MM Securities
QUANTUM FUEL: To Exhibit PHEV F150 at Electric Utility Conference
RADIENT PHARMACEUTICALS: To Commence Trading on the OTCQX
RENASCENT INC: Goetz Galik OK'd to Pursue Claims Against Keldan

RENASCENT INC: Court OKs Binney Law to Handle Reorganization Case
RITE AID: Incurs $63-Mil. Net Loss in May 28 Quarter
ROBINO-BAY COURT: Hires Flynn Company as Real Estate Broker
ROTECH HEALTHCARE: Board Adopts Equity Award Plan
RUDERMAN CAPITAL: Maguire Sued Over Ponzi-Funded Poker Winnings

SALON MEDIA: Director and CEO Richard Gingras to Resign
SALPARE BAY: Plan Confirmation Hearing Set for Aug. 11
SECURESOLUTIONS LLC: Plan Would Hand Majority Stake to Competitor
SHAMROCK-SHAMROCK: U.S. Trustee Wants Case Dismissed or Converted
SHAMROCK-SHAMROCK: Taps Kimberly B. Rezanka to Handle Domain Suit

SKINNY NUTRITIONAL: Investors to Purchase $2.14MM Common Shares
SOUTH PADRE: Plains Capital to be Paid From Sale of Property
SOUTHEASTERN CONSULTING: Court OKs Employment of Berger Singerman
SOUTHEASTERN CONSULTING: U.S. Trustee Unable to Form Committee
STERLING CHEMICALS: Moody's Reviews 'B3' Rating for Upgrade

STERLING ESTATES: Has Access to Orix Cash Collateral Until June 30
STRATEGIC AMERICAN: Incurs $8.5-Mil. Net Loss in Fiscal Q3
SULPHCO INC: Announces Amendment to and Exercise of Warrants
SUNNYSLOPE HOUSING: Wants Property Turnover, Cash Collateral Use
SUNNYSLOPE HOUSING: Receiver Taps Quarles & Brady as Counsel

TAWK DEVELOPMENT: Aviva Opposes Plan Exclusivity Extension
TAYLOR BEAN: Former Chairman Farkas' Sentencing on Thursday
TEE INVESTMENT: Terrence Daly Appointed as Receiver for Property
TEMPUS RESORTS: Gets Final OK to Obtain $6 Million DIP Loan
TORTILLA INC: Judge OKs Sale of 2 Restaurants to Synergy

TRAILER BRIDGE: Nancy Parker Discloses 23.1% Equity Stake
TRANS-LUX CORP: Board OKs Comprehensive Restructuring Package
TRANT MANOR: Court Dismisses Chapter 11 Case
TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TRIUS THERAPEUTICS: Files Form S-1; Registers 6.4MM Common Shares

TXU CORP: Bank Debt Trades at 23% Off in Secondary Market
TXU CORP: Bank Debt Trades at 17% Off in Secondary Market
UAL CORP: Bank Debt Trades at 5% Off in Secondary Market
UNION LAND: Plan Provides Full Payment of Unsecured Claims
UNITED GILSONITE: Committee Can Retain Montgomery as Counsel

UNITED GILSONITE: Lenahan & Dempsey OK'd for Personnel Issues
UNITED GILSONITE: Steptoe & Johnson Approved to Handle IP Law
UNITED STATES OIL: Initiates Steps to Restore Quotation
US FOODSERVICE: Bank Debt Trades at 7% Off in Secondary Market
USEC INC: Amends Credit Agreement with JPMorgan

USG CORP: Files Form S-3; Registers 2.08 Million Common Shares
VALCOM INC: Reports $16.1 Million Net Income in March 31 Quarter
VIASPACE INC: Dismisses Goldman Kurland as Accountants
VYTERIS INC: Seven Directors Elected at Annual Meeting
WASHINGTON MUTUAL: Aurelius Capital Now Opposing Plan Confirmation

WATER STREET: Wants to Hire Mark B. French as Bankruptcy Counsel
WATERSCAPE RESORT: Files List of 20 Largest Unsecured Creditors
WESTLAND PARCEL: Has Access to Lenders' Cash Until Sept. 1
WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating
WOLVERINE TUBE: Amends Designation of Directors and Officers

ZAIS INVESTMENT: Files List of Largest Unsecured Creditors

* Greek Government Survives Key Confidence Vote

* S&P's Global Corporate Defaults Tally Total 17 So Far In 2011
* Failed Bank Tally Now 48 This Year as 14th Georgia Bank Falls

* BOND PRICING -- For Week From June 20 - 24, 2011


                            *********


ALLEN FAMILY: Creditors Balk at Sale to Rival Mountaire Farms
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors of Allen
Family Foods Inc. are protesting its proposed sale to the poultry
producer's rival, which they said will allow the buyer and Allen's
lenders "to waltz away with the spoils" while the unsecured
creditors trudge off empty-handed.

As reported in the June 24, 2011 edition of the Troubled Company
Reporter, Mountaire Farms Inc. has a purchase agreement to buy
most assets of local competitor Allen Family Foods.  Seaford
Milling Co., a newly formed affiliate of Mountaire Farms of
Delaware Inc., would buy Allen hatcheries in Seaford and Dagsboro,
the Seaford administrative office, a Seaford feed mill, processing
plants in Harbeson and Cordova and a rendering plant called JCR
Enterprises in Linkwood.

                         About Allen Family

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods, along with two affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  It estimated assets and liabilities between
$50 million and $100 million in its petition.  Affiliates that
filed separate Chapter 11 petitions are Allen's Hatchery Inc. and
JCR Enterprises Inc.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  BMO Capital Markets is the Debtors'
investment banker.  Epiq Systems, Inc., is the claims and notice
agent.


ALLIED IRISH: To Redeem Outstanding Perpetual RCIs and Notes
------------------------------------------------------------
Allied Irish Banks, p.l.c., gave notice that on June 27, 2011, it
will redeem the outstanding principal amount of:

   (a) EUR500,000,000 7.50 per cent. Step-Up Callable Perpetual
       Reserve Capital Instruments (Redemption price per nominal
       amount: EUR0.01 per EUR1,000); and

   (b) U.S.$100,000,000 Subordinated Primary Capital Perpetual
       Floating Rate Notes (Redemption price per nominal amount:
       US$0.01 per US$1,000) pursuant to the Terms and
       Conditions of each such series.

The Principal Paying Agent for the Notes is:

     The Bank of New York Mellon
     One Canada Square
     London E14 5AL

                   About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.


ALLIED IRISH: Interest Payment Falling Due June 25
--------------------------------------------------
Under the terms of the Subordinated Liabilities Order made by the
High Court of Ireland on April 14, 2011, pursuant to Section 29 of
the Credit Institutions Act 2010 the provisions, inter alia, of
Condition 3(m) of the terms and conditions of the Notes as set out
in the Amended and Restated Trust Deed dated Sept. 2, 2008, in
respect of the Company's EUR30,000,000,000 Euro Medium Term Note
Programme were amended by the SLO, to the effect that:

   (i) in respect of the Notes, on any Interest Payment Date, the
       Company, notwithstanding the provisions of any other
       condition of the Notes, will not have any obligation to pay
       the interest accrued in the Interest Period ending on (but
       excluding) that Interest Payment Date and any failure to
       make any such interest payment will not constitute a
       default by the Company for any purpose under the Conditions
       or the Trust Deed;

  (ii) no holder of the Notes is to have any claim in respect of
       any such amount not paid by the Company; and

(iii) any such amount is not to accumulate for the benefit of the
       holders of the Notes or entitle such holders to any claims
       whatsoever in respect thereof against the Company.

The SLO in so far as it relates to the Notes remains the subject
of a challenge in the Court by Aurelius Capital Master, Ltd, and
other related parties in accordance with the provisions of the
Act.

If this challenge is successful and the SLO set aside, an interest
payment would be due under the terms of the Notes on June 25,
2011.  If this challenge is unsuccessful, the Company expects that
the SLO would be held to be effective under the Act from a date to
be determined by the Court.  If the Court adopts a similar
approach to that which it followed in its order of June 9, 2011,
in relation to certain other securities which are the subject of
the SLO the Issuer expects the SLO to take effect from April 22,
2011.

In these circumstances the Company has made an application to the
Court for a direction as to the consequences of the SLO for AIB's
obligation to make the interest payment otherwise due on June 25,
2011, for a declaration that the payment obligation is suspended
pending the determination by the Court of the Aurelius Proceedings
and for certain associated orders.  The Court has fixed Friday
June 24, 2011, for the hearing of the application.

The Company confirms that on or before June 25, 2011, it intends
to pay the amount of interest which would otherwise fall due on
that date to Citibank, N.A., as Agent for the Notes with
instructions that such amount is to be held to the Company's order
pending the determination by the Court as to whether the Issuer is
obliged, in the circumstances, to make the relevant interest
payment to the holders of the Notes, in which case the Company
will forthwith instruct the Agent to make the relevant payment on
its behalf.

                  About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.


ALLIED IRISH: In Discussions to Satisfy Regulatory Requirements
---------------------------------------------------------------
Allied Irish Banks, p.l.c., announced that discussions are
continuing with the Government in respect of the terms and
structure of a capital raising in order to satisfy AIB's revised
regulatory capital requirements following on from previously
indicated capital support for AIB as one of the two Pillar Banks.
While discussions remain ongoing it is evident to AIB that any
subscription for shares by the State would likely be at a very low
price, being a very significant discount relative to the current
share price.  If this is the case, it is likely that the State's
shareholding in AIB would increase substantially beyond its
current c. 93% ordinary shareholding, resulting in potentially
significant additional dilution for existing ordinary shareholders
other than the State.  It is expected that discussions with the
Government will finalise within the next week, at which point AIB
expects to be in a position to announce the final terms and
structure of any capital raising transaction with the State.  AIB
expects to remain as a listed company which will allow
shareholders continue to trade their shares.

                 About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.


AMERICAN AXLE: JB Investments Discloses 5.2% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, JB Investments Management, LLC, and Brian Riley
disclosed that they beneficially own 3,901,909 shares of common
stock of American Axle & Manufacturing Holdings, Inc.,
representing 5.2% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/W0zweo

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at March 31, 2011, showed
$2.16 billion in total assets, $2.58 billion in total liabilities,
and a $415.40 million total stockholders' deficit.

                           *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN ROCK: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Mount Morris, N.Y.-based American Rock Salt Co.
LLC. The rating outlook is stable.

"The 'B' corporate credit rating on ARS reflects the combination
of what we consider to be its vulnerable business risk profile and
aggressive financial risk profile," said Standard & Poor's credit
analyst Maurice Austin. The business risk assessment incorporates
the company's limited diversity, seasonal demand, and narrow
financial flexibility. The rating also takes into consideration
that the company should have adequate liquidity to meet its
near-term obligations, benefits from its strategic location, and
has a recession resistant business.

At the same time, Standard & Poor's assigned a 'B+' issue-level
rating (one notch above the corporate credit rating) to ARS' $300
million term loan B due 2017. The recovery rating is '2',
indicating the expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default.

Standard & Poor's also assigned a 'CCC+' issue-level rating (two
notches below the corporate credit rating) to ARS' $175 million
second-lien notes due 2018. The recovery rating is '6', indicating
the expectation of negligible (0% to 10%) recovery for noteholders
in the event of a payment default.

The company expects to use proceeds from the term loan and notes
to partially refinance existing debt and fund a distribution to
shareholders.

"The stable rating outlook reflects our expectation that
profitability will improve in the near term because of improved
pricing on the company's largely contracted production and better
cost management," Mr. Austin said.

ARS is the leading supplier of road deicing salt in western and
central New York and Pennsylvania, regions consistently affected
by heavy lake-effect snow. The company estimates that its mine has
capacity of over 7 million tons per year, and has mineral rights
to more than 10,000 underground acres of proven, long-lived salt
reserves, with more than 45 years of remaining reserves that can
be mined.


APPLIED DNA: Completes Program to DNA Mark Microchips for DoD
-------------------------------------------------------------
Applied DNA Sciences, Inc., has successfully completed a program
to DNA mark microchips for the Defense Logistics Agency of the
U.S. Department of Defense.  Used systematically, DNA marking
could prevent counterfeit microchips, which might be defective and
possibly dangerous, from entry at any point in the Department of
Defense's supply chain.

Applied DNA said the initial results were so successful that APDN
has already been awarded a follow-on contract of almost $1 million
to fully engage one of the government's microchip supply chains.
With interim deliverables that must be met, this final phase will
include several Original Chip Manufacturers, distributors, board
builders, system integrators and the Armed Forces.  By including
the various supply chain participants, APDN can partner with
government and industry to build a forensically secure supply
chain from the source to the end-user.  APDN believes that the
project could be a significant first step for the company toward a
major role in supply chain defense with government, and in
business-to-business relationships with Original Chip
Manufacturers, distributors, and the manufacturers of printed
circuit boards and finished electronic goods.

                        DNA Taggants

APDN announced in a previous press release that it began marking
microchips for a "government agency" which the Company did not
name at the time.  The Company's results in that first program
demonstrated the ease of applying the forensic, botanical
SigNature(R) DNA taggants at an Original Chip Manufacturer.  Once
marked with DNA taggants, each microchip carries a "built-in"
certificate of conformance to ensure authenticity and guard
against counterfeiting.

                  Initial Marking Program

An Original Chip Manufacturer marked 100% of its production for a
period of two months.  The microchips themselves were scanned at
the Original Chip Manufacturer facility, the DNA-marked outer
packaging was scanned at a Distributor.  In a blind sampling,
where both marked and unmarked chips were sampled, forensic
analysis confirmed the authenticity of products DNA-marked as
genuine.

Results:

     * 100% distinction was made between DNA-marked and unmarked
       product and packaging

     * 100% forensic authentication of DNA-marked product and
       packaging

     * No change was necessary to the production process

     * No adverse impact to mark-permanency quality assurance test
       results at the Original Chip Manufacturer

     * Marks were rapidly scanned without difficulty at both the
       Original Chip Manufacturer and the distributor

     * Marking was entirely non-destructive, as planned

                     After-Market Counterfeits

Pricing efficiency is attained even with modest volume levels,
allowing for an Original Chip Manufacturer to mark entire
production runs with minimal costs, yet securing maximum
protection.  The benefit of DNA marking at the point of
manufacture can then be shared by any and all participants in the
supply chain through to the end-user, because non-destructive
testing allows for absolute distinction between authentic and
counterfeit product.  Every participant in the supply chain can
then share the benefits of DNA marking, from the Original Chip
Manufacturer to the end-user.

APDN CEO James Hayward commented: "Securing the complete supply
chain for a ubiquitous technology like microchips generates an
immediate return on investment in business-to-business
relationships with the Original Chip Manufacturers, the electronic
distributors and the builders of circuit boards.  When it comes to
protecting our government and military supply chains, this is a
return on investment measured not just in dollars, but in American
lives saved."

                         War Fighter Support

As stated in the Defense Logistics Agency's 2011 Director's
Guidance Report (http://www.dla.mil/library/guidance_2011.pdf),
one of the Defense Logistics Agency's three strategic focus areas
is 'War Fighter Support Enhancement' and an expected action is to
"conduct an extensive Defense Logistics Agency operational
evaluation team assessment and implement corrective actions as
appropriate, including refined counterfeit-part risk-mitigation
strategies."

As the former Director of the Defense Logistics Agency, retired
Vice Admiral Ed Straw, commented, "Government and industry share a
common interest in partnering to solve the issue of counterfeit
microchips.  DNA marking represents a proactive technical step
forward as a detection and prevention strategy against the growing
problem of counterfeits.  Knowing how the War Fighters rely on
microchips, I am proud to see this logistical security being led
by the Defense Logistics Agency."

                  About Defense Logistics Agency

The Defense Logistics Agency is the Department of Defense's
largest logistics combat support agency, providing worldwide
logistics support in both peacetime and wartime to the military
services as well as several civilian agencies and foreign
countries.  The Agency sources and provides nearly 100 percent of
the consumable items America's military forces need to operate . .
. from food, fuel and energy, to uniforms, medical supplies, and
construction and barrier equipment. Defense Logistics Agency also
supplies about 84 percent of the military's spare parts.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

The Company's balance sheet at March 31, 2011, showed
$1.23 million in total assets, $3.36 million in total liabilities,
all current, and a $2.12 million total stockholders' deficiency.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2010,
RBSM LLP, in New York, expressed substantial doubt about Applied
DNA Sciences' ability to continue as a going concern, after
auditing the Company's financial statements for fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses and does not have significant cash
or other material assets, nor does it have an established source
of revenues sufficient to cover its operations.

The Company reported a net loss of $7.91 million on $519,844 of
sales for fiscal 2010, compared with net income of $3.94 million
on $295,162 of sales for fiscal 2009.


ART COLLECTION: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Art Collection, Inc.,
have expressed interest in serving on a committee.

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

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

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


ART COLLECTION: Sale-Based Plan Promises Full Payment to Creditors
------------------------------------------------------------------
Art Collection, Inc., last month filed with the U.S. Bankruptcy
Court for the Western District of Texas a proposed Plan of
Reorganization dated May 16, 2011, and an explanatory disclosure
statement.

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

The Debtor will crease operations.

The Plan designates proposes to treat six classes of claims and
interests as follows:

    * Class 1: Allowed Administrative Claims of Professionals and
U.S. Trustee.  Unimpaired.  Will be paid in cash and in full on
the Effective Date of the Plan.

    * Class 2: Allowed Ad Valorem Tax Claims.  Impaired.  Will be
paid in full from the proceeds of the sale.

    * Class 3: Allowed Secured Claim of Dynamic Finance
Corporation.  Impaired.  Will receive the remainder of the
Property in satisfaction of its claim.

    * Class 4: Allowed Secured Claim of Propel Financial Service.
Impaired.  Will be paid in full with all accrued interest at
Closing.

    * Class 5: Allowed General Unsecured Creditors.  Will be paid
in full without interest 30 days after the closing of the sale.

    * Class 6: Allowed Equity Interests.  Not impaired.  Will be
allowed to retain their ownership interest.

A copy of the Disclosure Statement is available at:

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

Dallas, Texas-based Art Collection, Inc., owns approximately
257 acres of raw land in Austin, Texas.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No.
11-10874) on April 7, 2011.  Eric A. Liepins, Esq., at Eric A.
Liepins P.C., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $17,000,000 in assets and
$15,766,760 in liabilities as of the Petition Date.


BANKS.COM: Receives Non-Compliance Notice From NYSE Amex
--------------------------------------------------------
Banks.com, Inc. it received notice from the NYSE Amex LLC on
June 20, 2011 indicating that Banks.com, Inc. is not in compliance
with Section 1003(f)(v) of the Exchange's Company Guide in that
the Exchange is concerned that, as a result of its low selling
price over the last thirty trading days, Banks.com's common stock
may not be suitable for auction market trading.  Therefore, the
Company's continued listing is predicated on it effecting a
reverse stock split of its common stock within a reasonable period
of time, which the Exchange has determined to be no later than
Nov. 18, 2011.  In setting this truncated deadline for compliance,
the Exchange applied Section 1009(h) of the Company Guide, which
provides that the Exchange may truncate the continued listing
evaluation and follow-up procedures if a company, within 12 months
of the end of a plan period, is again determined to be below
continued listing standards.

The Company previously reported its receipt of a similar notice
from the Exchange on Sept. 17, 2009, of a continued listing
deficiency due to the Company's non-compliance with Section
1003(f)(v) of the Company Guide.  The Company's plan period with
respect to the foregoing notice ended on Oct. 14, 2010.  On Oct.
6, 2010, the Exchange notified the Company that the continued
listing deficiency described in the Exchange's letter of Sept. 17,
2009 had been resolved, but the Company's continued listing
eligibility would be assessed on an ongoing basis and the Company
had become subject to the provisions of Section 1009(h) of the
Company Guide, which states that if the Company, within 12 months
of the end of the plan period, is again determined to be below
continued listing standards, the Exchange will review the
circumstances and take appropriate action, which may include
truncating the continued listing evaluation and follow-up
procedures or immediately initiating delisting proceedings.

                      About Banks.com

Banks.com, Inc. owns and operates internet media properties
including: banks.com, irs.com, filelater.com and mystockfund.com.
Our properties provide users with finance-related content and
services and vendors with targeted online advertising
opportunities.  Through banks.com, we provide access to current
financial content, including financial news, business articles,
interest rates, stock quotes and financial calculators.  We also
provide users access to tax related services including online tax
preparation through irs.com, online tax extensions through
filelater.com, and online stock brokerage services through
mystockfund.com. In addition to banks.com, it operates other
search related websites including look.com.


BARBETTA LLC: Cash Collateral Hearing on June 29
------------------------------------------------
Barbetta LLC will return to the Bankruptcy Court on June 29, 2011,
for a further hearing on its request to use cash collateral.  The
hearing will be held at 11:00 a.m. at the Bankruptcy Court in New
Bern, North Carolina.

The Debtor won interim permission to use rental proceeds to fund
its operations and pay for expenses while in Chapter 11.  The
rental income, the Debtor said, may constitute cash collateral of
Bank of the Carolinas, Bedford Capital Trust 2001-1, CommunityONE
Bank, and KS Bank within the meaning of Sec. 363 of the Bankruptcy
Code.

Prior to the petition date, CommunityONE sent letters to the
Debtor's tenants, demanding that they send rental proceeds
directly to CommunityONE.  Also prior to the petition date, the
Debtor and Bedford Capital had an escrow agreement whereby all
rental proceeds were sent directly to Bedford Capital, with
certain expenses reimbursed to the Debtor by Bedford Capital.  In
its cash collateral motion, the Debtor argued that the rental
proceeds encumbered by liens in favor of either CommunityONE or
Bedford Capital are property of the estate and subject to
turnover.

CommunityONE replied to the Debtor's Cash Collateral Motion,
saying it is a secured creditor by virtue of the loans secured by
certain real property collateral and rent assignments of the
Debtor.  CommunityONE said each of the loans was in default and
had been accelerated by January 2011, and the Bank demanded
payment of each loan on or about Jan. 6, 2011.  Each deed of trust
requires that, upon default, all the rents are to be segregated
and held in trust for the Bank.

CommunityONE said it would be amendable to use of the Bank's Cash
Collateral to operate, maintain, preserve and protect the Bank's
Real Estate Collateral but would not be amenable to use of the
Bank's Cash Collateral for the operation or maintenance of the
Debtor's other properties, which would not reduce the debts owed
to the Bank, preserve the value of the Bank's Real Estate
Collateral or protect the Bank's interests.

The Bank also said the Debtor's Motion lacks any specific
information as to any terms or conditions for use of the Bank's
Cash Collateral.

CommunityONE also noted that shortly before the Debtor filed its
voluntary bankruptcy petition on June 6, 2011, two other borrowers
of the Bank were merged into the Debtor: Hester 8, LLC, and Hester
1996 Family Limited Partnership.  The Bank reserves all of its
rights regarding the merger of its other borrowers into the Debtor
on the eve of the bankruptcy filing.

The Court's Interim Cash Collateral Order issued June 17 grants
the secured creditors a continuing and replacement lien as
adequate protection pursuant to 11 U.S.C. Sec. 363(e) on account
of the Debtor's use of their cash collateral.  The Court's order
doesn't provide for turn over of proceeds contrary to the Debtor's
requested.

CommunityONE is represented by:

          Douglas R. Ghidina, Esq.
          MOORE & VAN ALLEN, PLLC
          100 North Tryon Street, Suite 4700
          Charlotte, NC 28202-4003
          Tel: (704) 331-1000
          Fax: (704) 331-1159
          E-mail: dougghidina@mvalaw.com

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

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

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


BARBETTA LLC: Taps Stubbs & Perdue as Counsel
---------------------------------------------
Barbetta, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina for permission to employ Trawick H.
Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel.

The firm will be representing the Debtor in the Chapter 11
proceeding.

On Feb. 23, 2011, Stubbs & Perdue received $26,039 from Charles
Hester on behalf of the Debtor and the funds were deposited into
the firm's Trust Account to secure future fees and expenses
incurred by the firm.  From these funds, $18,407 was paid to the
firm representing pre-petition fees and expenses incurred by the
Debtor through June 6, 2011, leaving a balance of $7,631.44 in the
trust account for anticipated fees expected to arise during the
course of the Chapter 11 bankruptcy.

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

The firm can be reached at:

         Trawick H. Stubbs, Jr.
         STUBBS & PERDUE, P.A.
         310 Craven Street
         P.O. Box 1654
         New Bern, NC 28563-1654
         Tel: (252) 633-2700
         Fax: (252) 633-9600

Barbetta, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. N.C. Case No. 11-04370) on June 6, 2011.  The Debtor
disclosed $24,889,321 in assets and $12,855,596 in liabilities as
of the Chapter 11 filing.


BERNARD L MADOFF: Trustee Files Amended Complaint Against JPM
-------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC disclosed the filing of an
amended complaint in the United States District Court for the
Southern District of New York against JPMorgan Chase & Co.,
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and J.P.
Morgan Securities Ltd.

The amended complaint, based on expanded allegations, includes a
jury demand and now seeks life-to-date damages.  It states that
the Trustee seeks to recover a minimum of $19 billion in damages -
- up from $5.4 billion in damages previously sought -- in addition
to approximately $1 billion in fraudulent transfers and equitable
claims. All recovered monies will be placed in the BLMIS Customer
Fund and distributed, pro rata, to BLMIS customers with allowed
claims.

"The Trustee's amended complaint adds new evidence and expands our
previous allegations that JPMC was an active enabler of the Madoff
Ponzi scheme," said David J. Sheehan, counsel for the Trustee and
a partner at Baker & Hostetler LLP, the court-appointed counsel
for the Trustee.

"As alleged in the amended complaint, JPMC not only should have
known that a fraud was being perpetrated, they did know," said Mr.
Sheehan.  "We look forward to our day in court, when we can
present our arguments and evidence against JMPC before a judge and
jury."

"Our amended complaint shows that JPMC's bankers literally watched
the fraud unfold before their very eyes," said Deborah H. Renner,
a partner at Baker & Hostetler.  "They could see that money
customers deposited into BLMIS's main account was not used to buy
or sell securities.  They could see that it was merely transferred
to other customers, in patterns serving no legitimate business
purpose.  They could see millions of dollars routinely bouncing
back and forth between Madoff and JPMC Private Banking customers.
They could see that Madoff's regulatory filings were materially
inconsistent with BLMIS's actual finances.  Yet, as alleged, they
allowed the fraud to continue."

Further suspicious banking activity which evidenced a fraud is
alleged in the amended complaint with the addition of information
from two former employees of an unnamed financial institution who
in 1997 observed and investigated Madoff's nearly daily circular
transactions between an account Madoff controlled at that
particular financial institution and Madoff' s JPMC account (then
The Chase Manhattan Bank).  The amended complaint alleges that an
investigator from the aforementioned financial institution
questioned Madoff's staff about the transactions and failed to
receive a satisfactory explanation from them.  The financial
institution, seeing no legitimate business purpose for the
circular transactions, closed Madoff's account.

"Ponzi schemes can't survive without cash, and JPMC's banking
activities on behalf of Madoff included the provision of loans
which proved essential to Madoff and directly contributed to the
ongoing success of his fraud," said Keith R. Murphy, a partner at
Baker & Hostetler.

The original complaint against JPMC was initially filed under seal
on Dec. 2, 2010 in the U.S. Bankruptcy Court for the Southern
District of New York.  That complaint was unsealed on Feb. 3,
2011.

JPMC filed a motion to dismiss the Trustee's original complaint on
June 3, 2011.  Under the Federal Rules of Civil Procedure, the
Trustee then had up to 21 days to submit an amended version of his
complaint, and today's filing meets that deadline.  JPMC now has
until Aug. 1, 2011 to respond to the amended complaint.

A copy of the filing will be made available on the Trustee's
website at http/www.madofftrustee.com/  It can also be found on
the Bankruptcy Court's website as Case No. 10-4932 (BRL) or on the
District Court's website as Case No. 11-CV-00913(CM)(MHD) at
http://www.nysb.uscourts.gov/

In addition to Mr. Sheehan, Ms. Renner and Mr. Murphy, the Trustee
acknowledges the contributions of Baker & Hostetler attorneys who
worked on the JPMC complaints: Thomas D. Warren, Tracy L. Cole,
Jessie M. Gabriel, Seanna R. Brown, Marc Skapof, George Klidonas,
Jennifer A. Vessells, Lauren M. Hilsheimer, Lindsey D'Andrea, and
Matthew J. Moody.

                      About Bernard L. Madoff

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

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

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

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

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

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


BEXAR COUNTY: Moody's Affirms 'Ba3' Rating on Housing Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on the Bexar
County Housing Finance Corporation's Multifamily Housing Revenue
Bonds (Dymaxion & Marbach Park Apartments Project) Series 2000A
and the B2 rating on the 2000C Series.

RATING RATIONALE

The rating affirmations are based on the project's ongoing
financial and occupancy problems. The outlook on the rating
remains negative.

LEGAL SECURITY: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

The bonds are secured by the revenues from two cross
collateralized properties, Dymaxion Apartments and Marbach Park
Apartments. Dymaxion is a 190-unit multifamily apartment complex
located in the northwest submarket. Marbach Park is a 304 unit
multi-family rental property located approximately 10 miles north-
west of the San Antonio central business district.

STRENGTHS:

* Bonds are secured by the revenues from two properties, instead
  of relying on revenues from one property to cover debt service
  on the bonds. Moody's views this diversification of revenues as
  a credit strength.

CHALLENGES:

* The project has concentrated operations and can be subject to
  sudden revenue fluctuation.

* Both physical and economic occupancy at the properties continue
  to be a challenge.

* The future performance of the property remains linked to the
  strength of the market. Strong market demand and high occupancy
  rates are necessary for the property to regain financial
  solvency.

* The subordinate Series C bonds Debt Service Reserve Funds have
  been tapped

DETAILED CREDIT DISCUSSION

RECENT DEVELOPMENTS:

The weighted average current monthly occupancy is 89.2%. The low
weighted average occupancy is due to the 87.83% occupancy at
Marbach Park, while Dymaxion is performed satisfactorily with an
occupancy of 91.58%. According to CBRE Research, occupancy for
2010 averaged 92.50% San Antonio.

Debt service coverage for fiscal year 2010 was satisfactory at
1.18x for 2000A and 1.06x for 2000C. The trustee reports the bond
fund for 2000A is fully funded while the bond fund for 2000C is
under funded by $12,618 as of 06/01/2011. The subordinate Series C
bonds Debt Service Reserve Funds have been tapped as of 02/01/2011
and have yet to be replenished.
Outlook

What could change the rating UP?:

* Significant improvement in debt service coverage levels.

What could change the rating DOWN?:

* Erosion of the debt service coverage particularly due to a
  decrease in occupancy or an increase in operating expenses.

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was "Global Housing
Projects", published in July 2010.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


BOSTON SCIENTIFIC: Moody's Revises Rating Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service changed Boston Scientific Corporation's
rating outlook to positive from stable based on continued
deleveraging and favorable developments related to the company's
drug eluting stent franchise, including recent news of Johnson &
Johnson's decision to exit the stent market and FDA approval of
the ION Platinum Chromium stent (marketed outside of the U.S. as
TAXUS Element). At the same time, Moody's affirmed Boston
Scientific's existing debt ratings and SGL-1 Speculative Grade
Liquidity Rating.

RATINGS RATIONALE

"The positive outlook reflects Boston Scientific's commitment to
ongoing deleveraging, combined with encouraging developments in
its DES franchise," said Diana Lee, a Moody's Senior Credit
Officer. "We believe this provides greater likelihood that the
company may sustain investment grade credit metrics despite
expectations of slowed growth in CRM," continued Lee.

While U.S. approval of the ION Platinum Chromium appears to move
Boston Scientific a step closer to receiving FDA approval of its
PROMUS Element stent in 2012, J&J's recent decision to exit the
stent market by the end of 2011 provides better upside opportunity
to gain market share. Although market growth rates for both DES
and particularly, CRM, are expected to remain weak for the
foreseeable future, cash flow levels are more likely to be
sufficient to support Baa metrics assuming debt remains at current
levels. In addition, although Boston Scientific continues to face
litigation and tax liabilities, a recent Appellate Court decision,
which affirmed the invalidity of J&J's Wright-Falotico drug
eluting stent patents, is viewed favorably.

Boston's Ba1 Corporate Family Rating incorporates still moderately
high, though declining leverage, its reliance on CRM and
interventional cardiology markets that are experiencing negative
growth rates, and outstanding litigation and tax liabilities.
Offsets include its large revenue base and diverse product lines
relative to other "Ba"-rated companies.

Factors that could support an upgrade include: (1) demonstrated
ability to sustain solid investment grade metrics (including free
cash flow/debt of about 20% and debt/EBITDA of under 2.5 times)
despite ongoing weakness in its CRM, DES and other cardiovascular
businesses; (2) clarity on and comfort with the company's ongoing
growth strategy and financial policies especially in light of the
upcoming departure of the CEO; (3) commitment to internal funding
of moderately sized acquisitions and potential share buybacks; (4)
greater clarity on outstanding litigation; and (5) additional
progress in obtaining U.S. approval of PROMUS Element by mid-2012.
Conversely, factors that could result in a ratings downgrade
include: (1) further deterioration in sales growth rates and
impairment in cash flow due to competitive or economic pressures
or regulatory matters; (2) large debt financed acquisitions,
buybacks or negative litigation outcomes that raise leverage; and
(3) unanticipated setbacks in seeking U.S. approval of the PROMUS
Element stent. If credit metrics deteriorate such that free cash
flow/debt is expected to be sustained materially below 15% and
debt/EBITDA is expected to be sustained above 3.5 times, the
ratings could be downgraded.

The SGL-1 rating reflects very good liquidity supported by
expectations of lower but still solid cash flow that should
support operating needs, a multi-year bank facility and Moody's
expectations of good covenant cushions.

Ratings affirmed with a positive outlook:

Boston Scientific Corporation:

   -- Corporate Family Rating at Ba1

   -- Senior unsecured notes at Ba1 (LGD4, 51%)

   -- Senior unsecured shelf at (P)Ba1

   -- Probability of Default Rating at Ba1

   -- Speculative grade liquidity rating at SGL-1

The principal methodology used in rating Boston Scientific was the
Global Medical Products & Device Industry Methodology, published
October 2009.

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


CAMP COOLEY: Proposes Aug. 3 Auction; No Lead Bidder So Far
-----------------------------------------------------------
Camp Cooley Ltd. has submitted before the U.S. Bankruptcy Court
for the Western District of Texas a proposal to auction off
substantially all of its assets with or without a stalking horse
bidder.

In the event that it selects a "protected offer", the Debtor seeks
permission to provide any protections and fees, including a break-
up fee, to the selected stalking horse bidder.

Amegy Bank N.A. has objected to the proposal, citing that the plan
attempts to circumvent the agreement made by the Debtor pursuant
to the governing Settlement Agreement entered into by the Debtor,
Amegy and Lone Star PCA.

The Settlement Agreement, which was approved by the Court on
Jan. 28, 2011, addresses the manner, means and timeline for the
selling of the Ranch.  Debtor discloses in the motion that as a
result of circumstances beyond its control, it has failed to meet
certain requirements provided for under the Settlement Agreement.

Amegy holds a first lien on both the Debtor's approximate 10,770
acre ranch and the significant mineral interests associated with
the Rranch.  Lone Star PCA holds a second lien on the Ranch.  The
Ranch comprises substantially all of the Debtor's estate.

The Debtor is requesting, inter alia, the entry of an order
approving these procedures for the sale of the ranch:

  -- To complete a sale of the Ranch, the Debtor may select any of
     the following approaches: (i) a negotiated sale with a
     designated purchaser; (ii) the designation of a stalking
     bidder and then holding an auction, or (iii) an auction with
     no stalking horse bidder.

  -- A Potential Buyer seeking to be a stalking horse bidder must
     submit a Protected Offer no later than 5:00 p.m. on July 15,
     2011.

  -- Any Potential Buyer may submit a proposal to enter into a
     Transaction which does not require protections and break-up
     fees to the Debtor at any time prior to 5:00 p.m. on July 25,
     2011.

  -- Any Offer or Protected Offer must be accompanied by a Good
     Faith Deposit of no less than 5% of the total consideration
     provided in the Offer or Protected Offer; and must be
     received by the Debtor no later than the applicable Bid
     Deadline or Stalking Horse Bid Deadline.

  -- No later than 5:00 p.m. on July 27, 2011, the Debtor will
     give written notice to the Lenders, the Stalking Horse
     Bidder, if any, and all Potential Buyers who have
     submitted a Qualified Offer that: (a) they are invited to the
     Auction and the amount of the Initial Highest Offer; or (b)
     that the Debtor will negotiate with a Designated Purchaser
     and there will be no Auction.

  -- If the Debtor elects to conduct an auction, the Auction will
     be held on Aug. 3, 2011, at 10:00 a.m., at the Camp Cooley
     Ranch.

  -- On or before Aug. 15, 2011, the Debtor will ask the Court to
     approve the Successful Bidder and the Back-up Bidder, or, if
     applicable, the Designated Purchaser, during a hearing on a
     stand-alone sale under 11 U.S.C. 363

  -- The closing of the sale of the Ranch will occur on or before
     Aug. 29, 2011.

In addition to the foregoing, the Debtor seeks approval of the
Lenders' respective right, but not requirement, to assert a credit
bid at the Auction pursuant to section 363(k) of the Bankruptcy
Code.

Amegy Bank National Association is represented by:

     Mark X. Mullin, Esq.
     HAYNES AND BOONE, L.L.P.
     2323 Victory Avenue, Suite 700
     Dallas, TX 75219
     Tel: (214) 651-5000
     Fax: (214) 651-5940

          - and -

     Eric Terry, Esq.
     HAYNES AND BOONE, LLP
     112 E. Pecan St., Suite 1200
     San Antonio, TX 78205
     Tel: (210) 978-7000
     Fax: (210) 978-7450

                        About Camp Cooley

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.

Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8,
2009 (Bankr. W.D. Tex. Case No. 09-61311).  In its schedules, the
Debtor disclosed $57,917,118 in assets and $28,138,421 in
liabilities.

Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio,
Tex., represent the Debtor as counsel.


CAR WASH: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------
Car Wash Resources filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a list of its 20 largest unsecured
creditors, disclosing:

   Name of Creditor             Nature of Claim   Amount of Claim
   ----------------             ---------------   ---------------
Wickapogue Partners, LP         Note              $1,800,000
Attn: Adam G. Silfen
29 West 57th St. 9th Fl.
New York, NY 10019

Cedar Rapids Bank & Trust       Defaulted Lease     $250,000
Mers Wilson PC                  Damages
16610 Dallas Parkway, Suite 2000
Dallas, TX 75248 6806

Community Fuels                  Vendor               $87,000

Collin County Tax Assessor       Taxes                $82,000

Heartland Business Credit        Note and Judgment    $67,000

Collin County Tax Assessor       Taxes                $42,000

Glast Phillips & Murray          Services             $34,000

Martin Thomas                    Attorney Fee        ($12,500)
                                 Retainer

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


CARDTRONICS INC: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Cardtronics, Inc.'s B1
Corporate Family Rating and changed the ratings outlook to
positive from stable. Cardtronics announced plans to acquire EDC
ATM Subsidiary, LLC and Efmark Deployment I, Inc. for
approximately $145 million in cash, which the Company expects to
pay by drawing under its revolving credit facility. The Company is
seeking amendments to extend the life of its revolving credit
facility by one year and upsized it from $175 million to $250
million. As a result of the anticipated increase in senior secured
debt by about $145 million at the close of the acquisition,
Moody's lowered the ratings for Cardtronics' $200 million of
senior subordinated notes to B3 from B2. Moody's does not rate the
Company's revolving credit facility.

RATINGS RATIONALE

The positive ratings outlook reflects Moody's belief that
Cardtronics will sustain strong free cash flow generation
(relative to its scale and debt) driven by its earnings growth
over the next 12 to 18 months. Although the planned debt-financed
acquisition of EDC will raise Cardtronics' Debt-to-EBITDA leverage
towards the higher end of the expected leverage range for the
Company's B1 CFR, the positive ratings outlook incorporates
Moody's expectation of a meaningful reduction in debt from free
cash flows such that leverage will decline to about 2.0x by the
end of 2012.

The B1 CFR reflects Moody's expectations of Cardtronics' strong
credit metrics, free cash flow generation in the range of 15% to
20% of its total debt, and good liquidity with no material debt
maturities over the next five years. Moody's believes that
Cardtronics's stronger credit profile relative to its rating
mitigates the Company's high business risks resulting from its
moderate scale, highly competitive and mature industry, and
uncertainties in the intermediate to long term about the Company's
ability to maintain ATM surcharge fee and ATM interchange rates in
various jurisdictions it operates in. In addition, the rating
considers the secular shift away from cash towards electronic
payment transactions, which threatens the organic growth in the
ATM industry and cash-based transactions.

The rating is supported by the Company's market position as the
world's largest non-bank owner of ATMs, the stability of its
recurring revenues from long term service contracts, and the
growth and scalability of its surcharge-free network under the
Allpoint brand, which provides enhanced value to small and mid-
sized financial institutions and regional banks by substantially
augmenting their retail presence through access to 43,000
participating ATMs.

In accordance with its Loss Given Default methodology, Moody's
downgraded the rating for Cardtronics' senior subordinates notes
to B3 from B2, reflecting the substantial increase in senior
secured debt in the capital structure relative to the subordinated
notes.

Moody's could raise Cardtronics' ratings if the Company generates
growing free cash flows with stable EBITDA margins and revenue
growth in the mid single digit rates. Upward rating pressure could
develop if the Company remains committed to reducing debt and if
it could sustain Total Debt/EBITDA (Moody's adjusted) of less than
2.5x, incorporating potential for modest-sized acquisitions.

Conversely, downward rating pressure could develop if Cardtronics'
profitability or liquidity erodes as a result of increasing
competition, changes in regulatory environment or loss of large
customer(s). In addition, slower-than-anticipated deleveraging or
aggressive fiscal policies could cause Moody's to downgrade the
Company's ratings or lower the ratings outlook. Specifically, the
ratings could be downgraded if the Company is unable to sustain
leverage below 3.5x and free cash flow declines to less than 5% of
its adjusted debt.

These ratings were affirmed:

Issuer: Cardtronics, Inc.

   -- Corporate family rating -- B1

   -- Probability of default rating -- B1

This rating was downgraded:

   -- $200 million senior subordinated notes due 2018 rating --
B3, LGD 5, 81% from B2, LGD 5, 75%

Outlook -- Changed To Positive From Stable

The last rating action was on Aug. 12, 2010, when Moody's raised
Cardtronics' Corporate Family Rating to B1 from B2.

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

Headquartered in Houston, TX, Cardtronics is the world's largest
non-bank owner of ATMs. The Company operates over 37,200 ATMs in
the U.S., the U.K. and Mexico and it generated revenues of $542
million in the LTM 1Q 2011 period.


CARESTREAM HEALTH: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 93.31 cents-
on-the-dollar during the week ended Friday, June 24, 2011, a drop
of 0.93 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 22, 2017, and
carries Moody's 'B1' rating and Standard & Poor's 'BB-' rating.
The loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Carestream Health

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended Sept. 30, 2010,
Carestream had revenues of $2.3 billion.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc.  Concurrently, Moody's assigned a 'B1' to the
proposed $2 billion credit facility including a $150 million first
lien senior secured revolver and a $1.85 billion first lien term
loan.  Proceeds of the proposed credit facility will be used to
retire the existing first and second lien credit agreements and
pay a $200 million dividend to equity sponsor, Onex.  The outlook
for the ratings is stable.

The 'B1' corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  The ratings outlook could improve if the company is
able to more than offset the decline in the film business with
growth in its other businesses such that the company demonstrates
sustained revenue and profitability growth.

The TCR also reported that Standard & Poor's assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health, Inc.'s
proposed new $2 billion senior secured credit facility.  The
recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a default scenario.
S&P expects the company to use the proceeds to refinance existing
debt and pay a $200 million dividend to sponsor Onex Corp.  The
proposed facility includes a $150 million revolver.  At the same
time, S&P affirmed Carestream's 'B+' corporate credit rating.  The
outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down debt.


CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 94.80 cents-on-the-dollar during the week
ended Friday, June 24, 2011, a drop of 0.55 percentage points from
the previous week, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
300 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Nov. 5, 2014, and carries Moody's 'B2' rating
and Standard & Poor's 'B' rating.  The loan is one of the biggest
gainers and losers among 188 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About CCS Corporation

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS was formerly known as CCS Income Trust and changed
its name on Nov. 14, 2007.  The Company was founded in 1984 and is
based in Calgary, Canada.

                          *     *     *

In June 2011, Moody's Investors Service affirmed CCS's B3
Corporate Family Rating and Probability of Default Rating.

CCS's B3 CFR reflects the company's high financial leverage,
associated substantial debt service cost, and expected negative
free cash flow in 2011. Meaningful improvement in leverage metrics
will be contingent upon growth in EBITDA, which is expected to
result from the company's large capital expenditure program. The
majority of growth capital is directed to waste management
services in response to the increase in drilling activity, and
should help to improve CCS's leverage metrics. The ratings are
supported by the company's revenues and margins in waste
management services, high barriers to entry created through a
combination of technical expertise and ownership of permitted
Treatment Recovery and Disposal facilities and landfill assets,
and relatively diversified revenue streams that somewhat mitigate
dependence on cyclical oil and gas drilling activity.


CF INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
corporate credit rating on CF Industries Inc. to positive from
stable. At the same time, Standard & Poor's affirmed its ratings,
including the 'BB+' corporate credit rating, on the company.

"The outlook revision to positive reflects our expectation that
the company will at least maintain its recent improvement in
operating performance and earnings," said Standard & Poor's credit
analyst Paul Kurias. Demand for CF Industries' products should
remain strong, with favorably high product pricing, while input
costs stay relatively stable.

"Still, we recognize the inherent volatility in the fertilizer
business, the vulnerability to weather-related disruptions, and
the unpredictability of the company's agricultural markets and raw
materials," Mr. Kurias continued.

The ratings on Deerfield, Ill.-based CF Industries reflect its
intermediate financial risk profile, including Standard & Poor's
expectation for a moderate financial policies, and fair business
risk profile that incorporates the company's leadership in a
narrowly focused commodity fertilizer market where demand
generally exceeds domestic supply.

The acquisition of Terra Industries Inc. in the second quarter of
2010 turned CF Industries into the largest North American nitrogen
fertilizer business, and Standard & Poor's expects that CF will
maintain this strengthened competitive position. The combination
improved CF Industries' regional production footprint in key
geographic locations in the U.S. and Canada, though a meaningful
amount of production is still concentrated in a few large
locations.

Standard & Poor's also views the recent meaningful debt reduction
at CF (the company paid down about $1.2 billion in debt over the
past nine months) as bolstering credit quality.


CIRTRAN CORP: Kathryn Hollinger Appointed Board Member
------------------------------------------------------
The members of the Board of Directors of CirTran Corporation
appointed Kathryn Hollinger to serve as a member of the Company's
Board of Directors.

Ms. Hollinger has been with CirTran for 11 years as the Company's
controller.  She has been involved with the day-to-day accounting
and finance issues throughout her term with the Company.  Ms.
Hollinger studied mathematics and accounting at Northridge
University (now Cal. State University Northridge).

The Board has reviewed Ms. Hollinger's background and familiarity
with the Company and its operations since 2000 in connection with
her qualification to sit as a member of the Company's board.
Based on Ms. Hollinger's prior work with the Company as the
Company's Controller, and her experience and familiarity with
the Company's internal operations and finances, the Board has
concluded that Ms. Hollinger is qualified to serve as a member of
the Board.

Ms. Hollinger has not previously served as a director of a public
company.  She is not related to any previous or current executive
officer or director of the Company.

The Company and Ms. Hollinger have agreed on the following
compensation package for Ms. Hollinger's service as a director of
the Company:

     -- Cash payment of $5,000 per year and paid quarterly; and

     -- Stock options to purchase up to 2,000,000 shares of the
        Company's common stock, subject to adjustment, with terms
        and an exercise price of the fair market value of the
        Company's common stock on the date of grant, as determined
        in accordance with the Company's Stock Option Plan by the
        Board or the Committee established pursuant to the
        Company's Stock Option Plan.

As of June 22, 2011, the Company and Ms. Hollinger had not entered
into a written compensation agreement.

                      About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.

The Company reported a net loss of $4.95 million on $9.04 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.81 million on $9.73 million of net sales during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$4.40 million in total assets, $32.12 million in total
liabilities, and a $27.72 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Hansen, Barnett &
Maxwell, P.C., Salt Lake City, Utah, noted that the Company has an
accumulated deficit, has suffered losses from operations and has
negative working capital that raise substantial doubt about its
ability to continue as a going concern.


CLAIRE'S STORES: Bank Debt Trades at 10% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 90.42 cents-
on-the-dollar during the week ended Friday, June 24, 2011, a drop
of 0.51 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's 'B3' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion
in total assets, $218.86 million in total current liabilities,
$2.62 billion in long-term debt, and a stockholders' deficit of
$47.89 million.  Claire's Stores carries 'Caa2' corporate family
and probability of default ratings, with 'positive' outlook, from
Moody's Investors Service, and 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.

                           *     *     *

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 83.43cents-on-the-dollar during the week ended Friday, June 24,
2011, a drop of 1.47percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 188 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and a $7.20 billion shareholders'
deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' corporate credit rating
on CC Media Holdings Inc. reflects the risks surrounding the
longer-term viability of the company's capital structure -- in
particular, refinancing risk relating to sizable secured debt
maturities in 2014 ($3.2 billion pro forma for the transaction)
and 2016 ($10.4 billion).  In S&P's view, the company has a
satisfactory business risk profile, due to its position as the
largest radio and global outdoor advertising operator, its good
geographic and market diversity, and moderate long-term growth
prospects at the outdoor business.  S&P views the financial risk
profile as highly leveraged, given the company's significant
refinancing risk, roughly break-even EBITDA coverage of interest
expense, and slim discretionary cash flow.

On June 13, 2011, Fitch Ratings assigned a 'CCC/RR4' rating to
Clear Channel Communications' $750 million senior secured notes
offering, which is an add-on to the $1 billion 9.0% senior secured
notes maturing March 2021 that were issued in February 2011.
Fitch currently has a 'CCC' Issuer Default Rating on Clear
Channel.  The Rating Outlook is Stable.

Fitch expects $250 million of the proceeds will be used to repay
Clear Channel's 5.0% senior unsecured legacy note maturity in
March 2012.  The remainder will be used for general corporate
purposes, including replenishing approximately $333 million of
cash on hand that the company deployed to repay senior unsecured
legacy notes in March and May 2011 (combined with $500 million of
the original February issuance), which is allowed under the
recently amended credit agreement (amended February 2011).  Clear
Channel also disclosed that it would voluntarily repay the $321
million outstanding under its asset-backed loan (ABL) facility
prior to the completion of the offering.


COMPOSITE TECHNOLOGY: Committee Hires Steptoe & Johnson as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of Composite Technology Corporation, et al., sought and
obtained authorization from the U.S. Bankruptcy Court for the
Central District Of California to retain Steptoe & Johnson LLP as
bankruptcy counsel:

     Robbin L. Itkin, Esq.
     Katherine C. Piper, Esq.
     STEPTOE & JOHNSON LLP
     2121 Avenue of the Stars, Suite 2800
     Los Angeles, CA 90067
     Tel: (310) 734-3200
     Fax: (310) 734-3300
     E-mail: ritkin@steptoe.com
             kpiper@steptoe.com

As the Committee's counsel, Steptoe & Johnson will perform these
services:

     (a) assisting, advising and representing the Committee in
         its consultations with the Debtors regarding the
         administration of the Chapter 11 Cases;

     (b) assisting, advising and representing the Committee in
         analyzing the Debtors' assets and liabilities,
         participating in and reviewing any proposed asset sales,
         any asset dispositions, financing arrangements and cash
         collateral stipulations or proceedings;

     (c) assisting, advising and representing the Committee in
         any manner relevant to reviewing and determining the
         Debtors' rights and obligations under leases and
         other executory contracts;

     (d) assisting, advising and representing the Committee in
         investigating the acts, conduct, assets, liabilities and
         financial condition of the Debtors, the Debtors'
         operations and the desirability of the continuance of any
         portion of those operations, and any other matters
         relevant to this case or to the formulation of a plan;

     (e) assisting, advising and representing the Committee in
         its participation in the negotiation, formulation and
         drafting of a plan of liquidation or reorganization;

     (f) assisting, advising and representing the Committee in
         understanding its powers and its duties under the
         Bankruptcy Code and the Bankruptcy Rules and in
         performing other services as are in the interests of
         those represented by the Committee;

     (g) assisting, advising and representing the Committee in
         the evaluation of claims and on any litigation matters,
         including avoidance actions; and

     (h) providing such other services to the Committee as may
         be necessary or appropriate in the Debtors' Chapter 11
         Cases.

Compensation will be payable to Steptoe on an hourly basis, plus
reimbursement of actual and necessary expenses incurred by the
firm.  The standard hourly billing rates for Steptoe's
professionals are:

   Designations                     Hourly Rates
   ------------                     ------------
   Partners                         $425 to $1,085
   Associates                       $210 to  $660
   Paralegals                       $125 to  $415
   Litigation Support Specialists   $170 to  $290

The rates of the principal members of the Steptoe team in the
Chapter 11 cases are:

   Robbin L. Itkin, Partner         $745 per hour
   Katherine Piper, Of Counsel      $575 per hour
   Celina Munoz, Associate)         $310 per hour
   Susan McLoughlin, Paralegal      $205 per hour

Steptoe is being retained without a retainer.  Billing statements
will be furnished to the Committee on a monthly basis.

Robbin L. Itkin, Esq., a partner of Steptoe & Johnson, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


COMPOSITE TECHNOLOGY: Taps BCC Advisory as Investment Banker
------------------------------------------------------------
Composite Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the Central District of California for permission to
employ BCC Advisory Services LLC, BCC Ho1dco LLC's FINRA
registered Broker/Dealer, as investment banker to provide
exclusive equity financing services and debt financing services.

Pursuant to the Engagement Agreement, CTC is seeking approximately
$5.0 million of senior debt financing and $25.0 million of equity
financing for its emergence from its Chapter 11 bankruptcy case,
working capital and growth capital.

The firm will render services to CTC based on these compensation
arrangement:

* Monthly compensation.  A non-refundable monthly retainer fee
   in the amount of $10,000 payable:

    (i) $10,000 upon the execution of the Engagement Agreement
        or as soon as approved by the Bankruptcy Court; plus

   (ii) $10,000 payable each 30 days after the execution of
        the Engagement Agreement until the conclusion of the
        engagement.

* Equity Financing Success Fee.  Upon CTC's receipt of funds from
   the equity financing, the firm will be compensated by a success
   fee of 5% of the first million dollars of consideration; plus
   5% of the second million dollars of consideration; plus 4% of
   the third million dollars of consideration; plus 4% of the
   fourth million dollars of consideration; plus 3% of the fifth
   milion dollars of consideration; plus 3% of the sixth
   milion dollars of consideration; plus 2% of the seventh million
   dollars of consideration; plus 2% of the eighth million dollars
   of consideration; plus 1% of any remaining consideration
   received.

* Debt Financing Success Fee.  Immediately upon closing a
   transaction for debt securities acceptable to CTC, the Firm
   will be compensated by a success fee of 2% of the amount of
   financing received by CTC.  The financing provided in a debt
   securities transaction is defined as the greater of (i) the
   amount of funds provided to CTC pursuant to the terms and
   conditions of the debt securities documentation; and/or
   (ii) the amount of funds borrowed by or invested in CTC from
   each financing source provided by the Firm to CTC for a period
   of 18 months from the first placement by that source(s).

* To the extent that any prospective investor or lender that
   the Firm introduces to CTC provides Financing for are within
   18 months following any termination of the Engagement
   Agreement, then the Firm will be entitled to receive, with
   respect to such subsequent Financing, a success fee.

* The Firm has been advised that CTC is in discussions with
   certain parties that may provide debt or equity financing to
   CTC.  Should one of these parties become a lender to or an
   investor in CTC, the Firm agrees to adjust its success fees
   by 40% on the amount of financing received from one of these
   parties.

Edward M. Bixler, managing partner at BCC Advisory Services LLC,
BCC Holdco LLC's FINRA registered Broker/Dealer, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.

An official committee of unsecured creditors has been formed in
the Chapter 11 cases.  The committee has tapped Robbin L. Itkin,
Esq., and Katherine C. Piper, Esq., at Steptoe & Johnson LLP as
counsel.

A meeting of creditors was held at 11:00 a.m. on June 23, 2011.


CONGRESS SAND: Deborah Fallis Withdrawn from Reorganization Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
removed Deborah W. Fallis from the Chapter 11 cases of Congress
Sand and Gravel, LLC, and Congress Materials, LLC.

Douglas S. Draper and the law firm of Heller, Draper, Hayden,
Patrick & Horn, L.L.C., ask the Court for permission to withdraw
Ms. Fallis as counsel of record as Ms. Fallis is no longer
employed with the firm.

Ms. Fallis will also be removed from all mailing lists and the
Court's ECF noticing list for the Debtors' cases.

The Debtors are represented by:

         Douglas S. Draper, Esq.
         Leslie A. Collins, Esq.
         Kendra M. Goodman, Esq.
         HELLER, DRAPER, HAYDEN, 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
                  lcollins@hellerdraper.com
                  kgoodman@hellerdraper.com

                - and -

         James C. Gordon, Esq.
         GORDON, SYKES & CHEATHAM, LLP
         1320 S. University Dr., Suite 806
         Fort Worth, TX 76107
         Tel: (817) 338-0724
         Fax: (817) 338-0769
         E-mail: jgordon@gordonsykes.com

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Beveridge & Diamond, PC, serves as special counsel to represent
the Debtors concerning the Texas Commission on Environmental
Quality regulation of environmental matters.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


CROSS BORDER: Budgets $7.4 Million for Second Half Drilling
-----------------------------------------------------------
Cross Border Resources, Inc., provided an update on its proposed
capital expenditure and drilling plans for the second half of
2011.

"We expect our working interest partners to accelerate their
Permian Basin drilling inventory in the second half, giving the
Company a $7.4 million CAPEX budget for the second half of the
year," said Chairman and CEO E. Will Gray II.  "Currently, we
expect to spud 21 wells in the second half of 2011, compared to
the four wells we participated in during the first half of 2011.
This will provide the Company with approximately 25 gross wells,
or 3.7 net wells, for the year with expectations of exiting 2011
with an approximate daily production rate of 500 BOE."

The largest share of second-half drilling, six wells, will target
the unconventional Bone Spring play in southeastern New Mexico.
Other oil-focused targets, also located in southeastern New
Mexico, will be the Abo with five wells and two each for the
Delaware and Yeso, and one to San Andres.  In West Texas, five
wells are scheduled for the Wolfberry. Working interest in the
wells varies from 100 percent to 3 percent.

Mr. Gray is scheduled to present at 10:30 a.m. Eastern time,
today, as part of the RedChip Small-Cap Equities Virtual
Conference, which will include a question-and-answer session.  The
presentation will be available at http://www.RedChip.com. Visuals
from the presentation will be available on Cross Border's Web site
at www.xbres.com/investor-relations.html

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at March 31, 2011, showed
$24.91 million in total assets, $11.98 million in total
liabilities, and $12.93 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


DANAOS CORP: To Hold Annual Meeting on July 22
----------------------------------------------
Danaos Corporation will hold its 2011 Annual Meeting of
Stockholders on Friday, July 22, 2011 at 10:00 a.m. Greek local
time at the offices of the Company's manager, Danaos Shipping Co.
Ltd., 14 Akti Kondyli, 185 45 Piraeus, Greece, for these purposes:

    1. To elect three directors to hold office until the annual
       meeting of stockholders in 2014 and until their respective
       successors have been duly elected and qualified;

    2. To ratify the appointment of the Company's independent
       auditors; and

    3. To transact such other business as may properly come before
       the 2011 Annual Meeting and any adjournments or
       postponements thereof.

During the 2011 Annual Meeting, management also will discuss the
Company's financial results for the year ended Dec. 31, 2010.
Copies of the Company's audited consolidated financial statements
are contained in our 2010 Annual Report to Stockholders, which is
available on the Company's Web site at www.danaos.com under the
"Investor Relations" section or www.danaos.agmdocuments.com.  The
Company has elected to make its 2010 Annual Report to Stockholders
available on the Company's Web site, rather than enclosing a copy,
in order to reduce the environmental impact associated with its
printing.

Only holders of record of the Company's common stock, par value
$0.01 per share, at the close of business on June 15, 2011, will
be entitled to receive notice of, and to vote at, the 2011 Annual
Meeting and at any adjournments or postponements thereof.

                     About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

The Company's balance sheet at March 31, 2011, showed
US$3.58 billion in total assets, US$3.11 billion in total
liabilities, and US$474.80 million in total stockholders' equity.

Danaos Corporation reported a net loss of US$102.34 million on
US$359.67 million of operating revenue for the year ended Dec. 31,
2010, compared with net income of US$36.09 million on US$319.51
million of operating revenue during the prior year.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2009.  The Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of Dec. 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.


DEB SHOPS: To File for Bankruptcy and Sell Business
---------------------------------------------------
Deb Shops, Inc. said June 26 it has reached an agreement to
implement a financial restructuring of its business that will
strengthen the Company's financial health and allow it to continue
improving the customer experience at its more than 300 retail
locations throughout the U.S.

Deb Shops stores will continue normal operations as the Company
implements, and eventually completes, the financial restructuring.

"T[he] announcement is one of the final steps in the completion of
the financial transformation and turnaround of Deb Shops," said
Mark Hoffman, Deb Shops' Chief Executive Officer. "The agreement
dramatically reduces our debt levels and gives Deb Shops the
financial flexibility for future investment in our stores and to
continue to operate as one of the nationwide specialty retailers
of trend-right fast fashion at affordable prices."

"Over the past year, we have significantly improved the customer
experience and positioned Deb Shops for future growth," Mr.
Hoffman continued. "As a result, the Company's operations have
never been stronger, now in the 11th consecutive month of sales
growth."

The transaction, which requires Court approval, will be
implemented through a filing with the United States Bankruptcy
Court for the District of Delaware under Chapter 11 of the U.S.
Bankruptcy Code.  Under the terms of the proposed transaction, a
group of the Company's senior lenders led by Ableco Finance LLC
have entered into a stalking horse agreement to acquire
substantially all of the Company's assets through a Court-
supervised auction under Section 363 of the U.S. Bankruptcy Code.
The transaction is expected to close in September 2011.

Deb Shops Inc., is a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sells junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.


DEX MEDIA EAST: Bank Debt Trades at 26% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 73.67 cents-on-
the-dollar during the week ended Friday, June 24, 2011, a drop of
1.76 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped Ropes & Gray LLP
as its counsel, Cozen O'Connor as Delaware bankruptcy co-counsel,
J.H. Cohn LLP as its financial advisor and forensic accountant,
and The Blackstone Group, LP, as its financial and restructuring
advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 83.50 cents-on-
the-dollar during the week ended Friday, June 24, 2011, a drop of
1.71 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., was claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Ropes & Gray
LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-
counsel, J.H. Cohn LLP as its financial advisor and forensic
accountant, and The Blackstone Group, LP, as its financial and
restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DJSP ENTERPRISES: DAL to Sell Unit to HHSCC for $3.75-Mil.
----------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., entered
into a definitive agreement to sell substantially all of the
assets of its subsidiary, Default Servicing, LLC, to Default
Servicing USA, Inc., a subsidiary of Homeland Security Capital
Corporation.  Default provides real estate owned liquidation
related services directly to REO customers, including property
inspection, valuation, eviction, broker assignment, closing, and
other services.

USA will acquire the assets of Default for approximately $500,000
in cash, and up to $3.25 million to be paid as a percentage of net
revenue through 2014.  The Purchase Agreement contains provisions
for a covenant not to compete and mutual indemnification.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/1kgkXr

                       About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DREIER LLP: Judge Approves Settlement With Fortress
---------------------------------------------------
Dow Jones' DBR Small Cap reports that a Manhattan bankruptcy judge
approved a settlement that frees affiliates of Fortress Investment
Group Inc. from potential litigation over the $16 million they
received from a now-imprisoned attorney's fraudulent investment
scheme.

Pursuant to the settlement, affiliates of Fortress Investment, so-
called "net losers" in Marc Dreier's fraudulent investment scheme,
agreed to slash their $125.6 million in claims against Dreier's
defunct law firm.  In exchange for agreeing to reduce their claims
by 56% to $55 million, Fortress will be released from potential
claims seeking to recover the $16 million in payments they
received from the law firm in connection with Dreier's fraud.

Fortress Investment (NYSE:FIG) is a worldwide alternative asset
manager that raises, invests and manages private equity funds and
hedge funds.

                       About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRYSHIPS INC: Gets Approval to Amend $495-Mil. Term Loan Facility
-----------------------------------------------------------------
DryShips Inc. has obtained unanimous consent from its existing
syndicate members to amend the $495 million secured term loan
facility to allow for full draw downs to finance the remaining
costs of the Ocean Rig Mykonos based upon the employment of this
drillship with Petrobras for 3 years for drilling offshore Brazil.
Furthermore, cash collateral deposited for this drillship will be
released.  The above is subject to completion of definitive
documentation.

George Economou, chairman and CEO commented, "We are pleased to
announce the final financing package for Ocean Rig's original
newbuilding program.  As with the Ocean Rig Poseidon, the
syndicate of lenders, including Deutsche Bank, have consented to
allowing full draw downs to finance the Ocean Rig Mykonos.  We
thank our bankers and expect similar support for our future
financing needs.  As a result of the financing transactions
concluded in the past several months, Ocean Rig is well positioned
to capitalize on further growth opportunities."

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed US$6.99
million in total assets, US$3.04 million in total liabilities and
US$3.94 million total equity.


DULCES ARBOR: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dulces Arbor, S. DE R.L. DE C.V.
          aka Dulces Arbor, S.A. DE C.V.
        114 Calle Corrales
        El Paso, TX 79912

Bankruptcy Case No.: 11-31199

Chapter 11 Petition Date: June 22, 2011

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

Judge: Leif M. Clark

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  TERRACE GARDENS
                  600 Sunland Park Drive, Building 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

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

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

The petition was signed by Raymond Ducorsky, sole administrator.

Debtor's List of 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Raymond Ducorsky                   --                   $2,300,000
114 Calle Corrales
El Paso, TX 79912

Mark Ducorsky                      --                     $450,000
114 Calle Corrales
El Paso, TX 79912

Roberto Calvo                      --                     $110,000
Calvo & Associates
P.O. Box 3721
El Paso, TX 79923

Brad Ducorsky                      --                      $35,000

ScottHulse, P.C.                   --                      $33,000

Blueberry Sales, LLP               --                      $25,000

Roberto Renteria                   --                      $14,000

Alejandro Franco                   --                       $8,500

Grupo Nacional Provincial          --                       $3,500

Marco Canales                      --                       $2,500

UPS                                --                       $1,050

BBVA Compass Bank                  --                       $1,000

Citibank, N.A.                     --                         $500

JP Morgan Chase                    --                         $450

El Paso Language Services          --                         $150

Bloom & Csato, L.C.                --                         $100


EAST COAST DEV'T: Court Approves Laurie R. Brown as Accountant
--------------------------------------------------------------
East Coast Development II, LLC, obtained authorization from the
Hon. Randy D. Doub of the U.S. Bankruptcy Court for the Eastern
District of North Carolina to employ Laurie R. Brown, CPA, as
accountant.

Ms. Brown will perform and supervise the accounting of the Debtor,
including but not limited to, preparing annual tax returns,
reviewing QuickBooks, reconciling bank accounts, and preparing
journal entries, as needed.  Ms. Brown and her staff's services
will be rendered at hourly rate range of $40 to $100.

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

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


EAST COAST DEV'T: Wins Court OK to Hire Stubbs & Perdue as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized East Coast Development II, LLC, to employ
Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel.

The firm will be representing the Debtor in the Chapter 11
proceedings.

The firm was paid a minimum fee of $10,000 for assisting the
Debtor in a workout of its financial problems.  An additional
retainer was charged but the Debtor was unable to pay the retainer
in full.  On April 8, 2011, the firm received $3,500 from Brad and
Nancy Clayman and $6,500 from the Debtor towards the retainer
charged to the Debtor.  In addition, the firm accepted a future
advance promissory note of $40,000, with interest from the date of
the first advance at the rate of 6% per annum on the unpaid
balance.

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

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  The Debtor disclosed
$24,792,275 in assets and $12,172,815 in liabilities as of the
Chapter 11 filing.


EAST COAST DEV'T: U.S. Trustee Unable to Form Committee
-------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against East Coast Development
II, LLC, dba 100 Block of Market Street, LLC, have expressed
interest in serving on a committee.

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

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Brian A. Geschickter, Attorney-at-Law, serves as special counsel.
Laurie R. Brown, CPA, serves as the Debtor's accountant.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


EFD LTD: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------
EFD, Ltd. filed with the U.S. Bankruptcy Court for the Western
District of Texas amended list of its largest unsecured creditors,
disclosing:

   Name of Creditor             Nature of Claim   Amount of Claim
   ----------------             ---------------   ---------------
Driftwood Land Co.              Loan                 $877,400
13200 Bee Cave Pkwy.
Austin , TX 38738

Driftwood Land Co.              Loan                 $282,788
13200 Bee Cave Pkwy.
Austin , TX 38738

William J. Maddux Exempt        Loan                 $250,753
Trust
13200 Bee Cave Pkwy.
Austin, TX 78738

LCRA                            Water Lease
                                Contract             $183,677

CLMI Trust                      Loan                 $163,206

Connecticut Avenue              Services             $105,001

Ranches and Rivers              Services              $79,702

Land Sculptors Inc.             Services              $78,253

Dillocopter LLC                 Vendor Services       $75,368

Driftwood Land Co.              Grazing Lease         $67,749

Ranch 122, LLC                  Grazing Lease         $33,875

Maxwell Locke &                 Services              $12,205
Ritter, LLP

Blanco County Appraisal         Property Taxes         $8,246

Stone & Bruce PC                Vendor Services        $6,182

Ranches and Rivers              Services               $4,311
Realty

Burnet County Appraisal         Property Taxes         $4,135

Whiteside Insurance             Insurance Premium      $3,286

Sheiness, Scott,                Vendor Services        $2,928
Grossman, & Cohn LLP

Pedernales Electric             Services                  $67

Pedernales Electric             Services                  $47

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

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


EMIVEST AEROSPACE: Wants to Market Major Asset Before Filing Plan
-----------------------------------------------------------------
Emivest Aerospace Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
Aug. 16, 2011, and Oct. 15, respectively.

The Debtor needs more time to market its final major asset, the
West Virginia Lease.  The Debtor relates that the price at which
the West Virginia Lease is eventually sold will largely dictate
the terms of the chapter 11 plan.

                      About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection
(Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010.  Emivest
disclosed $80,700,232 in assets and $77,333,546 in liabilities as
of the Chapter 11 filing.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


EMIVEST AEROSPACE: Wants Lease Decision Period Moved Until Aug. 16
------------------------------------------------------------------
Emivest Aerospace Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend until Aug. 16, 2011, the
deadline to assume or reject certain unexpired hangar subleases.

As of Petition Date, the Debtor was party to certain unexpired
leases of non-residential real property, including sublease
agreements, dated as of Oct. 27, 2008, between Security AirPark,
Inc., as lessee, and the Debtor, as sublessess, relating to hangar
No. 3 and Hangar No. 4 located at 411 and 447 Sandau Road, San
Antonio, Texas.

The Debtor relates that the extension lease decision period will
ensure that MT, LC, the purchaser of its assets, has continued
access to the leased premises.

On April 7, the Court entered an order authorizing and approving
the sale of substantially all of the Debtor's non-real estate
assets to MT.  As set forth in the asset purchase agreement
between the Debtor and MT, the Debtor obtained written consents
from certain landlords, including Security AirPark, to allow MT a
period to enter upon certain leased locations, including the
leased premises, to remove purchased assets from the locations.

                      About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection
(Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010.  Emivest
disclosed $80,700,232 in assets and $77,333,546 in liabilities as
of the Chapter 11 filing.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


FANNIE MAE: Appoints Susan McFarland as EVP and CFO
---------------------------------------------------
Susan R. McFarland accepted an appointment to become executive
vice president and chief financial officer of Fannie Mae,
effective July 11, 2011.  Ms. McFarland, age 50, will succeed
David C. Hisey as Fannie Mae's principal financial officer.
Mr. Hisey, Fannie Mae's executive vice president and deputy chief
financial officer, will continue to serve as Fannie Mae's
principal accounting officer.

Ms. McFarland, who has 25 years of experience in banking and
public accounting, has served as executive vice president, Finance
and principal accounting officer of Capital One Financial
Corporation since March 2011.  She served as Capital One's
executive vice president and controller from March 2004 to March
2011, and as CFO of various lines of business at Capital One prior
to that time.

Ms. McFarland's annual compensation for 2011 will consist of three
principal components: (1) base salary at an annual rate of
$600,000; (2) deferred pay, to be paid in four equal quarterly
cash installments in 2012 (beginning in March 2012), with a target
of $1,533,333, half of which is subject to adjustment upward or
downward based on corporate performance in 2011; and (3) a long-
term incentive award with a target of $1,066,667.  Payment of the
first installment of the long-term incentive award is scheduled
for early 2012 and will be subject to adjustment upward or
downward based on corporate and individual performance in 2011,
with payment of the remaining installment scheduled for early 2013
and subject to adjustment based on corporate and individual
performance in both 2011 and 2012.  Ms. McFarland's 2011 long-term
incentive award will be prorated based on her hire date; her 2011
deferred pay will not be prorated.  In addition, Ms. McFarland
will receive a $1.7 million sign-on bonus to compensate her for
equity grants that she will forfeit upon leaving Capital One.  The
sign-on bonus will be paid as follows: $900,000 upon her beginning
employment with Fannie Mae, $600,000 in the first quarter of 2012,
and $200,000 in July of 2012, with each payment subject to
repayment if Ms. McFarland leaves Fannie Mae within one year after
the payment. Ms. McFarland will also be entitled to up to $100,000
in relocation benefits.  As an executive officer, Ms. McFarland
will be eligible to participate in Fannie Mae's Retirement Savings
Plan, which is a 401(k) plan that is available to Fannie Mae's
employee population as a whole, as well as other employee benefits
available to Fannie Mae's employee population as a whole,
including the Company's medical insurance plans, life insurance
program and matching charitable gifts program.  She will also be
eligible to participate in the Company's voluntary supplemental
long-term disability plan, which is available to many of the
Company's employees.  The Federal Housing Finance Agency has
approved the terms of Fannie Mae's compensation arrangements with
Ms. McFarland.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010, showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities, and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since Sept. 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FIDDLER'S CREEK: Further DIP Loan Motion Hearing Set for June 30
----------------------------------------------------------------
The Honorable K. Rodney May of the U.S. Bankruptcy Court for the
Middle District of Florida will hold a continued hearing on
June 30, 2011, at 2:30 p.m. on the request of Fiddler's Creek,
LLC, et al.'s for final orders for the procurement of a senior
secured postpetition financing and authority to use cash
collateral.

As reported in the Jan. 29, 2011 edition of the Troubled Company
Reporter, the Bankruptcy Court entered a fifth interim order
allowing the Debtors to obtain financing from Gulf Bay Capital,
Inc. in one or more interim advances in an aggregate amount not to
exceed $7.3 million when combined with previous interim orders.
Certain of the Debtors were also authorized to use cash collateral
from the operation of the Textron Collateral (namely the Creek
Course) and the cash generated from the operation of the Iberia
Collateral (namely the Tarpon Club and the restaurant facilities
at the Marco Beach Ocean Resort).

                      About Fiddler's Creek

Fiddler's Creek, LLC, and its affiliates each owns, operates or is
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection on
February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., serves as
general bankruptcy counsel.  Judge Alexander L. Paskay presides
over the case.  The Company estimated assets and debts at
$100 million to $500 million.


FIRST COMMUNITY: Suspending Filing of Reports with SEC
------------------------------------------------------
First Community Bank Corporation Of America filed a Form 15
notifying of its 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.  Pursuant to Rule
12h-3, the Company is suspending reporting because there are
currently less than 300 holders of record of the notes.  The
holders of the common stock as of June 23, 2011, total 218.

                    About First Community Bank

Pinellas Park, Fla.-based First Community Bank Corporation of
America owns all of the outstanding common stock of First
Community Bank of America and First Community Lender Services,
Inc. ("FCLS").  The Company's primary business activity is the
operation of the Bank.  The Bank is a federally-chartered stock
savings bank providing a variety of banking services to small and
middle market businesses and individuals through its four banking
offices located in Pinellas County, two banking offices in Pasco
County, three banking offices located in Charlotte County, and two
offices located in Hillsborough County, Florida.  FCLS had minimal
activity during the three months ended March 31, 2011, and 2010.

The Company's balance sheet at March 31, 2011, showed
$452.31 million in total assets, $426.72 million in total
liabilities, and stockholders' equity of $25.59 million.

On Feb. 10, 2011, the Company and First Community Bank of America
entered into an Acquisition Agreement with CBM Florida Holding
Company and Community Bank & Company, under which the Bank will be
merged with and into Community Bank & Company, and the Company
will transfer to CBM Holdings all of the shares of First Community
Lender Services, Inc.  Under the terms of the Acquisition
Agreement, the Company will receive $10 million in cash at
closing.

The Company's Board of Directors, in connection with entering into
the Acquisition Agreement, approved a plan of complete liquidation
and dissolution for the holding company.  The Plan was approved by
the holders of a majority of the outstanding shares of common
stock of the Company at a special shareholders meeting held for
April 11, 2011.  Final regulatory approvals were received on
May 10, 2011.  It is presently anticipated the transactions will
be consummated on May 31, 2011.  Following the consummation of the
transactions, the Company will be required to wind up of all of
its business and distribute thereafter to its common stockholders
all of its remaining cash, such distributions will take place
towards the end of 2011.

As reported in the TCR on April 6, 2011, Hacker, Johnson & Smith
PA, in Tampa, Fla., expressed substantial doubt about First
Community Bank Corporation of America's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's recent and
continuing increases in non-performing assets, increases in
provisions for loan losses, declining net interest margin,
continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.


FIRST NATIONAL: U.S. Trustee Doubts Emergence from Bankruptcy
-------------------------------------------------------------
Brianna Bailey at the Journal Record reports that the Office of
the United States Trustee cast further doubt this week on whether
the owners of First National Center will be able to emerge from
Chapter 11 bankruptcy.

                    About First National Center

First National Center is a 33-story, 999,000-square-foot historic
building located in the heart of downtown Oklahoma City.  First
National Center was constructed in 1931 as the largest and
most elaborate building of its time.  The exterior of the
building, in Art Deco style, is reminiscent of the magnificent
skyscrapers of many larger cities.

The partnerships First National Building I and First National
Building II, both associated with Los Angeles-based Milbank Real
Estate, bought the First National Center in 2006 for $21 million.

In October 2010, owners of First National Center filed for Chapter
11 bankruptcy protection, just hours before a scheduled
receivership hearing in Oklahoma County District Court.  The
owners had defaulted on a $19 million mortgage on the property.


FIRST UNITED: Suspending Filing of Reports with SEC
---------------------------------------------------
First United Ethanol, LLC, filed a Form 15 notifying of its
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 LLC Membership Units.  Pursuant to Rule 12h-3,
the Company is suspending reporting because there are currently
less than 300 holders of record of the Units.  The holders of the
Units as of June 23, 2011, total 209.

The Company filed an amended Rule 13E-3 Transaction Statement on
Schedule 13E-3 to report the result of the Rule 13e-3 transaction
subject to this Schedule 13E-3 Transaction Statement.

Members holding member units representing the required majority of
the total outstanding member units of the Company approved all of
the amendments to the Company's Second Amended and Restated
Operating Agreement that were included in the Company's proposed
Third Amended and Restated Operating Agreement at the special
meeting of members held on June 22, 2011.  Among other things, the
proposed amendments provided for the reclassification of the
Company's units into newly authorized Class A, Class B and Class C
units.  The units of the Company's unit holders of record who hold
100 or more of the Company's common equity units will receive one
Class A unit for each of common equity unit held by such unit
holders immediately prior to the effective time of the
reclassification.  The Company's unit holders of record who hold
as many as 99 units and as few as 21 units will receive one Class
B unit for each common equity unit held by such unit holders
immediately prior to the effective time of the reclassification.
The Company's unit holders of record who hold 20 or fewer units
will receive one Class C unit for each common equity unit held by
such unit holders immediately prior to the effective time of the
reclassification.  Upon approval of the proposed Third Amended and
Restated Operating Agreement, the reclassification was immediately
effected and as a result our unit holders of record who held 100
or more of the Company's common equity units immediately prior to
the reclassification have the right to receive one Class A unit
for each of their common equity units.  The Company's holders of
record who held as many as 99 units and as few as 21 units
immediately prior to the reclassification have the right to
receive one Class B unit for each of their common equity units.
The Company's holders of record who held 20 or fewer units
immediately prior to the reclassification have the right to
receive one Class C member unit for each of their common equity
units.

The reclassification has reduced the number of holders of the
Company's common equity units to less than 300, enabling the
Company to terminate its registration and suspend its reporting
obligations with the Securities and Exchange Commission.

                    About First United Ethanol

Pelham, Ga.-based First United Ethanol, LLC
-- http://www.firstunitedethanol.com/-- was formed as a Georgia
limited liability company on March 9, 2005, for the purpose of
raising capital to develop, construct, own and operate a
100 million gallon per year ethanol plant near Camilla, Georgia.
In November 2007, the Company's wholly owned subsidiary, Southwest
Georgia Ethanol, LLC ("SWGE") was formed in conjunction with the
debt financing agreement with WestLB AG, New York Branch.  First
United Ethanol, LLC, transferred the majority of its assets and
liabilities to Southwest Georgia Ethanol, LLC.  The Company
completed construction of its ethanol plant in October 2008 and
plant operations commenced on Oct. 10, 2008.

During the first quarter of the fiscal year ending Sept. 30, 2011,
the Company continued to suffer losses from operations thus
continuing liquidity restraints due to limits on its working
capital line which was up for renewal in February 2011.  Faced
with these constraints, on Feb. 1, 2011, SWGE, the wholly owned
subsidiary, filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court, Middle
District of Georgia, Albany Division.  The Chapter 11 Case Number
is 11-10145.  First United Ethanol has not filed for Chapter 11
bankruptcy protection.  As of Feb. 1, 2011, SWGE's outstanding
obligations to the Lenders were approximately $108 million.

For the duration of the SWGE's bankruptcy case, the Company's
operations and its ability to execute its business strategy will
be subject to the risks and uncertainties associated with the
bankruptcy.

The Company's balance sheet at March 31, 2011, showed
$170.6 million in total assets, $147.7 million in total
liabilities, and members' equity of $22.9 million.


FLORIDA EXTRUDERS: Plan Confirmation Hearing on Thursday
--------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, conditionally approved the
disclosure statement explaining the plan of reorganization of
Florida Extruders International, Inc., on June 2, 2011.

The court will conduct a hearing on confirmation of the plan,
including timely filed objections to confirmation, objections to
disclosure statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims
on June 30, 2011, at 1:30 p.m.

Parties-in-interest will file with the court their written ballots
accepting or rejecting the Plan no later than June 28, 2011.

The Plan provides for the treatment of administrative expenses as
follows:

                         Estimated
   Type                  Amount Owed    Proposed Treatment
   ----                  -----------    ------------------
   Expenses Arising in   None           Paid in full on the
   the Ordinary Course                  Effective Date of the Plan
   of Business After                    or as otherwise agreed to
   the Petition Date                    by the parties.

   Professional Fees     $450,000       Paid in full on the
                                        Effective Date of the Plan
                                        or according to separate
                                        written agreement or
                                        according to court order.

   Clerk's Office Fees   Paid as they   Paid in full on the
                         come due.      Effective Date of the
                                        Plan.

   Other Administrative  $15,000        Paid in full on the
   Expenses                             Effective Date of the Plan
                                        or according to separate
                                        written agreement.

   U.S. Trustee Fees     $23,400        Paid in full on the
                                        Effective Date of the
                                        Plan.

These classes of claims are treated in the Plan as follows:

Class 1 - Priority Claims.  Unimpaired.  Each holder of an
          allowed Class 2 Claim will be paid in full, in cash.

Class 2 - Ray Valdez, Seminole County Tax Collector. Unimpaired.
          The Secured Claims of the Seminole Country Tax Collector
          for real and personal property identified as Claims
          Nos. 1-16 will be paid in full from the net proceeds of
          the sale of the Debtor's assets.  Claim Nos. 17 and 18
          will not be paid under the Plan.  The real property
          collateral related to these claims will be surrendered
          to Hunter Douglas, another secured creditor of the
          Debtor.

Class 3 - Wells Fargo Bank, N.A.  Impaired.  The net proceeds from
          the sale of the Assets remaining following payment of,
          or provision for, the Class 2 Secured Creditor Claims,
          and the Excluded Assets or the proceeds thereof will be
          distributed first, to Wells Fargo to satisfy its
          Prepetition Secured Claims; second, to Wells Fargo to
          satisfy its DIP Financing Secured Claims; and third, to
          Wells Fargo to satisfy its Super-Priority Claims.

          Wells Fargo agrees to a carve-out from the distribution
          an amount up to $250,000 plus 2% of each dollar that the
          final Purchase Price for the assets exceeds $8,000,000
          to be distributed for the benefit of the Class 6 General
          Unsecured Creditors.

          Wells Fargo agrees to an additional carve-out from the
          distribution in the amount of $15,000 to be distributed
          to counsel for the Official Committee of Unsecured
          Creditors toward fees and costs of Committee Counsel
          allowed as an administrative expense in the Case.

          Wells Fargo also agrees to a carve-out for (i) the
          estimated fees of the U. S. Trustee resulting from the
          distribution to be made pursuant to the Plan, (ii) the
          fees and expenses of Soneet R. Kapila, as the Chief
          Restructuring Officer and Distribution Agent, and his
          professionals and (iii) other reasonable costs required
          to complete the liquidation and dissolution of the
          Debtor pursuant to the Plan in an amount to be proposed
          by the CRO in a "shut-down budget," subject to the
          approval of Wells Fargo, in its sole and absolute
          discretion.  The Guaranteed Distribution, the Fee
          Carve-Out and the Shut-Down Reserve Carve-Out will be
          treated as additional advances under the DIP Financing
          by Wells Fargo Bank.

          On the Effective Date, the Debtor will transfer to Wells
          Fargo the life insurance policy on Joel Lehman
          (Prudential Life Policy # 77-936-740).  With respect to
          any fraudulent transfer or other claims of the Estate
          against Joel Lehman or any other shareholder of the
          Debtor, Wells Fargo agrees to subordinate its Class 3
          Secured Claim to the Class 6 General Unsecured
          Creditors.

          To the extent the Class 3 Secured Claim exceeds the
          total distributions made to Wells Fargo Bank herein, the
          excess amount will be treated as an allowed Class 6
          General Unsecured Claim.

Class 4 - Hunter Douglas.  Impaired.  Hunter Douglas is secured by
          a valid, perfected, and enforceable lien that is prior
          in dignity to all security interests other than the
          Class 2 Secured Claims on the real property located at
          2305 Beardall Ave., in Seminole County, Florida.  The
          Debtor will surrender the real property collateral
          securing the Class 4 Secured Claim, subject to the Class
          2 Secured Claims and Liens, to the Class 4 Claimant in
          full satisfaction of the Class 4 Claimant's Claim.  The
          value of the Class 4 Secured Claimant's Collateral is
          agreed to be equal to the allowed amount of the Class 4
          Claim.

Class 5 - First Insurance Funding Corp.  Impaired.  First
          Insurance claims a lien on return premiums, dividend
          payments, and certain loss payments with respect to the
          financing of property and auto insurance policies with
          Zurich American Insurance Co. and general liability and
          umbrella policies with Chartis Specialty Insurance Co.
          The Class 5 Secured Claim of First Insurance Funding
          Corp. will be allowed in its entire amount as a Class 6
          General Unsecured Claim.  The Class 5 Secured Claim is
          junior to the claims of the Class 2 and Class 3 Secured
          Claims and the Debtor does not believe the any value
          exists in the collateral securing the Class 5 Secured
          Claim.

Class 6 - General Unsecured Creditors.  Impaired.  The allowed
          amount of the Class 6 Claims will be paid on a pro rata
          basis from (1) the assets of the Debtor's estate or the
          proceeds thereof remaining following payment in full of
          administrative and priority claims, and payment of the
          Class 1-5 Secured Creditor Claims; plus (2) the
          Guaranteed Distribution in the amount of $250,000 plus
          2% of each dollar that the final purchase price for the
          Assets exceeds $8,000,000 less the amount distributed or
          to be distributed to Class 6 Creditors, subject to
          reduction for excess fees and costs of Committee
          Counsel.

          To the extent that the allowed fees and costs of
          Committee Counsel exceed $15,000, the excess amount will
          be paid to Committee Counsel from the Guaranteed
          Distribution.

          Wells Fargo agrees to subordinate any allowed unsecured
          deficiency claim to the claims of the remaining Class 6
          General Unsecured Creditors to the extent of an amount
          equal to the Guaranteed Distribution.  Wells Fargo Bank
          will participate pari passu on any other distributions
          to the Class 6 General Unsecured Creditors with respect
          to the allowed amount of its unsecured deficiency claim.

          Joel Lehman agrees to subordinate his unsecured claim to
          the claims of the Class 6 General Unsecured Creditors.

Class 7 - Equity interests of the Debtor.  Impaired.  All existing
          equity will be deemed of no value.  The CRO will be
          authorized to take the necessary steps and actions to
          obtain a final decree dissolving the Post Confirmation
          Debtor.

A full-text copy of the Disclosure Statement, dated June 2, 2011,
is available for free at http://ResearchArchives.com/t/s?764f

                      About Florida Extruders

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The case has been assigned to Judge K. Rodney
May.  Christopher C. Todd, Esq., at McIntyre, Panzarella,
Thanasides, serves as the Debtor's counsel.

The secured lender Wells Fargo Bank NA, owed $13.2 million,
offered financing for the Chapter 11 case.

Florida Extruders International Inc. was sold at an open-outcry
auction for $11.8 million to Benada Aluminum Products LLC.  The
auction drove up the price tag for the business by more than
$3 million.  A bankruptcy judge has approved the sale.


FRANKLIN CREDIT: Two Directors Elected at Annual Meeting
--------------------------------------------------------
Franklin Credit Holding Corporation held its 2011 Annual Meeting
of Stockholders on June 21, 2011.  The Stockholders elected Thomas
J. Axon and Allan R. Lyons as Class III directors of the Company
for a term of three years.  The Stockholders also 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, 2011.

                   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, reperforming 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.

The Company reported a net loss of $55.27 million on
$41.74 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $357.82 million on $244.75 million of
total revenue during the prior year.

As reported by the TCR on April 4, 2011, Marcum LLP, in New York,
noted that the Company's recurring losses from operations and
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $512.91
million in total assets, $1.34 billion in total liabilities and a
$836.66 million total stockholders' deficit.


GALP CNA: U.S. Trustee Wants Wentwood Case Converted or Dismissed
-----------------------------------------------------------------
Judy A. Robbins, the United States Trustee for the Region 7, asks
the Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas to dismiss, or convert to Chapter 7, the Chapter
11 reorganization case of Wentwood Rollingbrook LP, a debtor-
affiliate of GALP CNA Limited Partnership.

The U.S. Trustee notes avers that Wentwood does not have the
ability to reorganize, has not filed a disclosure statement or
plan, and is deficient in filing monthly operating reports.

                          About GALP CNA

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CNA's case is jointly administered with that of Wentwood
Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood
Rollingbrook, L.P., and GALP Cypress Limited Partnership.  GALP
CNA is the lead case.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38981).  It estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.

Houston, Texas-based Wentwood Roundhill filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38984.  It estimated its assets and debts at $1 million to
$10 million at the Petition Date.

Houston, Texas-based Wentwood Rollingbrook filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38988.  It estimated its assets and debts at $1 million to
$10 million at the Petition Date.

Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy
protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No.
10-38991).  It estimated its assets at $10 million to $50 million
and debts at $1 million to $10 million at the Petition Date.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GAMETECH INT'L: Kevin Painter Appointed President and CEO
---------------------------------------------------------
William P. Fasig and GameTech International entered into a
Transition Employment Agreement on May 25, 2011.  Pursuant to the
terms of the Agreement, Mr. Fasig resigned as president and chief
executive officer of the Company on June 20, 2011.  Mr. Fasig will
serve as a consultant to the Company through Nov. 11, 2011,
pursuant to the terms of the Agreement.

On June 21, 2011, the Board of Directors elected Kevin Y. Painter,
54, to serve as the Company's president and chief executive
officer.  Mr. Painter joined the Company as a member of the Board
of Directors on April 13, 2011, and was appointed as the Chairman
of the Board of Directors on May 11, 2011.

Prior to his appointment as President and Chief Executive Officer
of the Company, Mr. Painter spent the majority of his time serving
as a Partner and Director of Focus Point Enterprises, LLC, a firm
which develops and invests in operating companies within the real
estate, engineering, and manufacturing industries in North
America, Hong Kong, and China.  Prior to co-founding Focus Point
Enterprises, LLC, in 2007, Mr. Painter served as General Manager
of Lisa Frank, Inc., a toy and clothing company with operations in
Arizona, Hong Kong, and China.  Mr. Painter joined Lisa Frank,
Inc., in 2007 after having served seven years as Managing Director
of E-Strategy, Ltd, a company specializing in the development and
management of manufacturing entities in China and Southeast Asia,
and the provision of consulting services and engineering
representation in China and Southeast Asia.  In this role, Mr.
Painter worked with and represented gaming companies to develop,
design, and build gaming products; including Ainsworth,
Aristocrat, Atronic, and Ceronix, Inc.  From 1996 to 2000, Mr.
Painter served in various positions with IBM Corporation,
including Chairman of IBM Technology Products Co., IBM
Corporation's first wholly owned manufacturing entity in China,
and as Director and Chief Financial Officer of Hailiang Storage
Products Co., an IBM joint venture in Shenzhen, China.

On June 20, 2011, the Company entered into a consulting agreement
with Kevin Y. Painter, to advise the Company in its operations and
provide guidance and assistance with contract manufacturers and
suppliers.  The consulting agreement calls for compensation of $10
thousand per month plus expenses.  Pending a determination by the
Company's Compensation Committee, as to the compensation to be
paid to Mr. Painter as President and Chief Executive Officer,
Mr. Painter will continue to receive compensation pursuant to his
consulting agreement with the Company.

                          About GameTech

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

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

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

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


GAS CITY: Hearing on Vacant Land Sale Slated Tomorrow
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on June 28, 2011, at 10:00 a.m., prevailing
central time, to consider the sale of the vacant land of The
William J. McEnery Revocable Trust Dated 4/22/1993, to the winning
bidder.

The Trust is a debtor-affiliate of Gas City Ltd.

The Debtors scheduled a June 24 open auction for the assets.
Competing bids were due June 22.

In addition to certain gas station, truck stop and creamery assets
previously sold pursuant to the order of the Bankruptcy Court, the
Trust owns a several parcels of substantially unimproved vacant
land in Illinois and Indiana. The Vacant Property is encumbered by
mortgages held by variety banks.

The Debtors scheduled a June 24 open auction for the assets.
Competing bids were due June 22.

To prevent an empty sale, the Trust has required minimum credit
bids from the lenders and, if no other qualified bids are
received, the Trust will transfer the Vacant Property to the
lenders pursuant to the credit bids.  Credit Bids may be revoked
if a qualified bid is made.

If the Trust transfers any parcel of the Vacant Property to the
lenders or their designees, that transfer will be on an as-is
basis by quit claim deed.  The Trust will perform no additional
diligence on the sale and will provide no title commitments or
other closing documents.  Any lender which takes title to Vacant
Property will take title subject to real estate taxes and all
other prior encumbrances.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Gas City
disclosed $66,307,812 in assets and $209,577,690 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Pachulski
Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-
counsel and Mesirow Financial Consulting, LLC, as financial
advisors.

                           *     *     *

The exclusive period of Gas City, Ltd., and its debtor-affiliates
to file a Chapter 11 plan expires June 30, 2011, and the period to
solicit acceptances of that plan expires July 30, 2011.


GASTAR EXPLORATION: Declares Monthly Dividends on Preferred Stock
-----------------------------------------------------------------
Gastar Exploration USA, Inc., has declared a monthly cash dividend
on its 8.625% Series A Preferred Stock for June and July 2011.

The dividends on the Series A Preferred Stock are for the period
beginning on June 23, 2011, through June 30, 2011, and for the
full month of July 2011.  The partial June 2011 dividend is
payable on July 31, 2011, to holders of record at the close of
business on June 30, 2011.  The partial June 2011 dividend payment
will be an annualized 8.625% per share, which is equivalent to
approximately $0.0060 per share, based on the $25.00 per share
liquidation preference of the Series A Preferred Stock.  The July
2011 dividend is payable on July 31, 2011, to holders of record at
the close of business on July 15, 2011.  The July 2011 dividend
payment will be an annualized 8.625% per share, which is
equivalent to approximately $0.1797 per share, based on the $25.00
per share liquidation preference of the Series A Preferred Stock.
The Series A Preferred Stock is currently listed on the NYSE Amex
and trades under the ticker symbol "GST.PRA."

                            About Gastar

Headquartered in Houston, Texas, Gastar Exploration Ltd. --
http://www.gastar.com/-- (AMEX:GST) and (TSX:YGA) is an
independent energy company engaged in the exploration, development
and production of natural gas and oil in the United States and
Australia.  The company's principal business activities include
the identification, acquisition, and exploration and development
of natural gas and oil properties.  Its emphasis is on prospective
deep structures identified through seismic and other analytical
techniques, well as unconventional natural gas reserves, such as
coalbed methane.  Its primary CBM properties are in the Powder
River Basin in Wyoming, and in the Gunnedah and Gippsland Basins
of Australia.

                          *     *     *

As reported by the TCR on Aug. 12, 2009, Moody's Investors Service
withdrew Gastar Exploration USA, Inc.'s Caa3 Corporate Family
Rating, Caa3 Probability of Default Rating, Caa3 senior secured
note rating, and SGL-4 Speculative Grade Liquidity Rating.  The
rating actions reflect Gastar's redemption of its senior secured
notes, as a result of which the issuer no longer has any rated
debt outstanding.

In the April 14, 2009, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Gastar
Exploration USA Inc. to 'B-' from 'CCC'.  S&P removed the rating
from CreditWatch, where it was placed with negative implications
on July 2, 2009.  The outlook is stable.

At the same time S&P is withdrawing the ratings at the company's
request.

"We raised the rating based on the company's announcement that it
has repaid a substantial amount of its debt from proceeds related
to an asset sale," said Standard & Poor's credit analyst Amy Eddy.
At closing, Gastar received approximately $217 million in gross
proceeds from the sale of certain of its Australian assets to
Santos Energy.  The company used proceeds to retire the
$100 million senior secured notes, a $25 million term loan, and
all outstanding balances under its revolver.  Although the company
has one remaining debt issue outstanding, $30 million in
convertible debentures due November 2009, S&P expects the company
to be able to repay it out of cash, cash flow, and its fully
available revolving credit facility.

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


GAYLORD ENTERTAINMENT: S&P Puts 'B' Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Gaylord Entertainment Co. on CreditWatch with
positive implications.

"The CreditWatch listing follows Gaylord's announcement on June
21, 2011 that the company plans to develop a 1,500 room Gaylord
branded hotel and convention center in the Denver metropolitan
market, specifically in Aurora, Colorado, for an anticipated cost
of $800 million," said Standard & Poor's credit analyst Emile
Courtney. Gaylord plans to break ground on construction in mid-
to late-2012 and open the resort in mid- to late-2015.

"We believe the Aurora development announcement will likely
clarify spending levels for Gaylord's expansion strategy over the
next several years in a manner that would be consistent with a one
notch higher rating. In addition, we believe the development is
likely to be a good addition of a high quality property in a
leading Western U.S. convention market, which is in line with
Gaylord's long standing distribution expansion strategy. Although
details of the development financing have not been announced, we
anticipate that even if the development is funded solely by
Gaylord from a combination of cash balances, cash flow and debt,
that leverage and coverage metrics are likely to be under 6x and
around the low-to-mid-2x area, starting in 2012 and over the
subsequent few years. These are in line with a 'B+' rating for
Gaylord, in our view," S&P noted. Although the cost of the Aurora
development is large, consistent with past Gaylord branded
developments, key assumptions S&P has incorporated into its
expectation for credit measure improvement include:

    The bulk of Aurora development spending happens in 2013
    through 2015. This would provide a window of opportunity for
    Gaylord's existing properties to grow EBITDA organically in a
    good anticipated revenue per available room (RevPAR) growth
    environment over the next two years, and would result in an
    improvement to credit metrics to levels that are in line with
    a 'B+' rating.

    "Over the next two years we anticipate that Gaylord's existing
    properties would generate increasing levels of operating cash
    flow that could finance a significant portion of the Aurora
    development spending beginning in 2013, which would reduce
    borrowing needs during the development period. As a result, we
    believe Gaylord is likely to sustain credit measures in line
    with a 'B+' rating during the development spending period,"
    S&P said.

    Tax incentives stemming from an agreement between the city of
    Aurora and Gaylord would enable the company to recoup a
    meaningful portion of the development spending once the
    property opens.

    Gaylord is not likely to announce plans to solely finance
    another large development project in the next two years.

"We will resolve the CreditWatch listing following the completion
of a review, and the company's announcement, of the financing plan
for the development, and a review of the development plan for the
hotel and convention center in Aurora," S&P added.


GRAHAM PACKAGING: Swaps 839,082 Units for Common Stock
------------------------------------------------------
Graham Capital Company exercised its right under the Exchange
Agreement, dated Feb. 10, 2010, by and among Graham Packaging
Company Inc., Graham Packaging Holdings Company and certain of
GCC's affiliates, to exchange on a one-for-one basis, Holdings'
limited partnership units for shares of the Company's common
stock, par value $0.01 per share.  On June 17, 2011, GCC exchanged
839,082 Holdings limited partnership units for the same number of
shares of the Company's common stock.  Holdings issued 839,082
limited partnership units to the Company in consideration for the
corresponding number of limited partnership units surrendered and
extinguished as a result of such exchange.  No underwriters were
involved in the foregoing transactions.  The transactions were
exempt from the registration requirements of the Securities Act of
1933 under Section 4(2) of the Securities Act of 1933.

                       About Graham Packaging

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

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

                           *     *     *

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

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

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


GRAHAM PACKAGING: Enters Into Merger Agreement with Reynolds
------------------------------------------------------------
Graham Packaging Company Inc., Reynolds Group Holdings Limited
and Bucephalas Acquisition Corp., an indirect wholly-owned
subsidiary of Reynolds or "Merger Sub" entered into an Agreement
and Plan of Merger and an amendment thereto.  Upon the terms and
subject to the conditions set forth in the Merger Agreement, which
has been approved by the boards of directors of all parties,
Merger Sub will merge with and into Graham Packaging, with Graham
Packaging continuing as the surviving corporation and an indirect
wholly-owned subsidiary of Reynolds.  Prior to entering into the
Merger Agreement, Graham Packaging terminated the previously
announced merger agreement with Silgan Holdings Inc.  In
accordance with the terms of the Prior Merger Agreement, Graham
Packaging paid a $39.5 million termination fee to Silgan.  Under
the terms of the Merger Agreement, Reynolds and Merger Sub have
acknowledged that the liabilities and damages recoverable by
Graham Packaging in the event of a willful and material breach of
the Merger Agreement by Reynolds or Merger Sub will include the
$39.5 million termination fee paid to Silgan.

As a result of the Merger, each outstanding share of Graham
Packaging's common stock, other than shares owned by Reynolds or
Graham Packaging and other than those shares with respect to which
appraisal rights are properly exercised and not withdrawn, will be
converted into the right to receive $25.50 in cash, without
interest.  In addition, immediately prior to or contemporaneously
with the effective time of the Merger, the registrant, Graham
Packaging Holdings Company, will engage in a merger that will
result in the equity holders of Holdings receiving the same cash
consideration as is payable in the Merger pursuant to an Agreement
and Plan of Merger, dated June 17, 2011, among Holdings, Graham
Packaging and BCP/Graham Holdings L.L.C.

The consummation of the Merger is subject to the expiration or
termination of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and the receipt of
certain foreign antitrust approvals and other customary closing
conditions.  Blackstone Capital Partners III Merchant Banking Fund
L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone
Family Investment Partnership III L.P. which collectively own
approximately 60% of the outstanding shares of Graham Packaging's
common stock have executed a written consent to approve the
transaction, thereby providing the required stockholder approval
for the Merger.  No further action is required to approve the
Merger by the stockholders of Graham Packaging or by the
stockholders of Reynolds.  Prior to the amendment to the Merger
Agreement, the Merger Agreement provided Reynolds with the right
to terminate the Merger Agreement if the Graham Packaging
Stockholders did not execute and deliver a written consent to
approve the transaction within 3 days of execution of the Merger
Agreement.  Under the terms of the amendment to the Merger
Agreement, the merger consideration was increased from $25.00 to
$25.50 in cash per share of Graham Packaging common stock, in
consideration for Graham Packaging's agreement to a material
shortening of the deadline for delivery of the Graham Packaging
Stockholders' written consent approving the Merger.

The Merger Agreement contains certain customary covenants,
including covenants providing (i) for each of the parties to use
reasonable best efforts to cause the transaction to be
consummated, including by taking actions necessary (including with
respect to selling or disposing of businesses or assets) to obtain
the requisite antitrust approval, (ii) for Graham Packaging to
prepare and file with the Securities and Exchange Commission an
information statement related to the Merger and the Merger
Agreement and (iii) for Graham Packaging not to solicit
alternative transactions.

At the closing of the Merger, Reynolds is required to pay, or
cause to be paid, a cash payment of $245 million pursuant to
contractual change in control provisions in Graham Packaging's
income tax receivable agreements with Blackstone Capital Partners
III L.P. and the Graham family.  This is the same amount as the
payment that was required to be made under these agreements under
the Prior Merger Agreement.  These agreements were entered into in
connection with Graham Packaging's February 2010 initial public
offering, and reference is made to Graham Packaging's prior public
filings for further information concerning such agreements.  Upon
the making of these payments, these income tax receivable
agreements will terminate.  In addition, Graham Packaging is also
required to terminate at the closing of the Merger certain
agreements including the Agreement and Plan of Recapitalization,
Redemption and Purchase, dated Dec. 18, 1997, among affiliates of
Graham Packaging and the Graham family and the Sixth Amended and
Restated Agreement of Limited Partnership of Holdings, dated as of
Feb. 4, 2010, and Graham Packaging is required to use its
reasonable best efforts to terminate Graham Packaging's
Registration Rights Agreement, dated as of Feb. 10, 2010, among
affiliates of Graham Packaging, the Graham family and Blackstone,
and the other parties thereto.  Entities affiliated with the
Graham family previously entered into an agreement with Graham
Packaging in connection with the Prior Merger Agreement in which
such entities agreed that the foregoing agreements would have been
terminated at the closing of the merger contemplated by the Prior
Merger Agreement.  Such previous agreement with the Graham family
remains in full force and effect and its provisions apply with
respect to the Merger to the same extent as they applied to the
merger contemplated by the Prior Merger Agreement.  References to
the Graham family refer to Graham Capital Company, GPC
Investments, LLC, Graham Alternative Investment Partners I, LP,
Graham Engineering Corporation or affiliates thereof or other
entities controlled by Donald C. Graham and his family.

In connection with the execution of the Merger Agreement, the
Graham Packaging Stockholders, entered into a Voting Agreement,
dated as of June 17, 2011, with Reynolds, pursuant to which, among
other things, the Graham Packaging Stockholders agreed, in the
event that the Graham Packaging Stockholders did not execute and
deliver their written consent to Merger provided for under the
Merger Agreement, to vote their shares in favor of the adoption of
the Merger Agreement.  The Graham Packaging Stockholders have
executed and delivered their written consent to the Merger and no
further action of the stockholders of Graham Packaging is required
to approve the Merger.

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

                       About Graham Packaging

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

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

                           *     *     *

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

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

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


GRAMERCY PARK: Toll Brothers Wins Auction for "Condo" Property
--------------------------------------------------------------
Toll Brothers, Inc. was the winning bidder at bankruptcy auction
for a property located at 276-280 Third Avenue, the Southwest
corner of 3rd Avenue at 22nd Street, in the Gramercy Park area of
New York City.  Its winning bid was $35.5 million.  The Company's
plans call for approximately 80 luxury residences and
approximately 3,000 square feet of ground floor retail.

Construction is estimated to commence in Spring 2012, with sales
estimated for Fall 2012.

Douglas C. Yearley, Jr., the Company's chief executive officer,
stated: "We are very excited to have won such a highly coveted
site.  This marks our fourth Manhattan building and our 16th in
the metro New York City urban area.  With developments in
Manhattan, Brooklyn, Queens, Hoboken, and Jersey City, we have
continued to benefit from the strong dynamics of this market.

"With over $2 billion in cash and corporate credit facilities, we
have the resources and liquidity to close quickly on projects of
this nature.  We continue to look for opportunities in the New
York City market and in most of the roughly 50 markets where we
build.  Across the U.S. we have acquired about $600 million of
properties in the past 18 months.  We are also pursuing portfolios
of distressed loans and properties through Gibraltar Capital, our
wholly owned entity that, in partnerships, has purchased about $2
billion of assets in the past twelve months."

Rick Hartman, the Company's regional president in charge of the
Metro NY urban market stated: "We are pleased to continue
expanding our presence in the New York City market through our
City Living operation.  As we approach sell-out of the nearby 303
East 33rd building at Second Avenue, and Two Northside Piers in
Williamsburg, Brooklyn, we are excited to bring another offering
to market.

"We are also preparing to begin sales early this fall at The
Touraine at 65th Street on the Upper East Side of Manhattan, and
at 205 Water Street in DUMBO, Brooklyn.  We see solid demand for
our brand in the New York City market, as evidenced by the success
of our current offerings in Manhattan and Brooklyn and across the
Hudson River in Hoboken, New Jersey where we recently commenced
sales at 1450 Washington at Hudson Tea."

Toll Brothers, Inc. is the nation's leading builder of luxury
homes.  The Company began business in 1967 and became a public
company in 1986.  Its common stock is listed on the New York Stock
Exchange under the symbol "TOL."  The Company serves move-up,
empty-nester, active-adult and second-home home buyers and
operates in 19 states: Arizona, California, Colorado, Connecticut,
Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, South Carolina, Texas, and Virginia.

                        About Gramercy Park

New York-based Gramercy Park Land, LLC, the owner of property in
Manhattan's Gramercy Park neighborhood slated for a 20-story
condominium, filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11385) on March 29, 2011.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GRAYMARK HEALTHCARE: Completes Offerings of Shares and Warrants
---------------------------------------------------------------
Graymark Healthcare, Inc., completed a public offering of
6,000,000 shares of the Company's common stock, par value $0.0001
per share, and warrants to purchase up to 6,000,000 shares of
Common Stock, sold in a combination of one share of Common Stock
and one Warrant, at a price to the public of $1.40 per
combination.  The underwriters also partially exercised their
over-allotment option to purchase additional warrants to purchase
up to 700,000 shares of the Company's common stock.  The net
proceeds to the Company are expected to be approximately
$6.9 million, assuming no exercise of the warrants or the
underwriter's over-allotment option and after deducting
underwriting commissions and discounts and estimated offering
expenses payable by the Company.

As previously reported, on April 1, 2011, the Company received a
written notice from The NASDAQ Stock Market LLC indicating that
the Company was not in compliance with NASDAQ Marketplace Rule
5550(b), the continued listing standards for primary equity
securities on The Nasdaq Capital Market, because its stockholders'
equity was less than $2.5 million at Dec. 31, 2010, and it did not
meet the alternative standards of market value of listed
securities or net income from continuing operations.

As of the date of June 22, 2011, the Company believes it has
regained compliance with the Rule after giving effect to the
consummation of the Public Offering.  NASDAQ will continue to
monitor the Company's ongoing compliance with the Rule, however,
and, if at the time of its next periodic report, the Company does
not evidence compliance, it may be subject to delisting.  Also, if
the Company fails to evidence compliance with the Rule upon the
filing of its periodic report for the quarter ending Sept. 30,
2011, the Company may be subject to delisting.

Also as previously reported, on Feb. 4, 2011, the Company was
informed by NASDAQ that its common stock failed to maintain a
minimum bid price of $1.00 over the previous 30 consecutive
business days as required by the Listing Rules of NASDAQ.  On
June 20, 2011, NASDAQ informed the Company that the closing bid
price of the Company's common stock has been at $1.00 per share or
greater for 10 consecutive business days.  Accordingly, the
Company has regained compliance with Listing Rule 5550(a)(2).

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

The Company's balance sheet at March 31, 2011, showed
$26.8 million in total assets, $28.5 million in total liabilities,
and a stockholders' deficit of $1.7 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.


GSC GROUP: J.P. Morgan Strike Deal to Settle SEC Charges
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that J.P. Morgan Chase & Co. and
GSC Group Inc. have agreed to settle charges they misled investors
in a portfolio of complex securities tied to the housing market
just as the sector was beginning to crumble.

                         About GSC Group

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

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


HAMPTON ROADS: To Sell Charlottesville Branch to The Page Valley
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., has entered into a definitive
agreement with The Page Valley Bank of Luray, Virginia, a wholly-
owned subsidiary of Blue Ridge Bankshares, Inc., whereby Page
Valley will purchase all deposits and selected assets associated
with the Company's Gateway Bank branch in Charlottesville,
Virginia.  The sale is expected to be completed in the fourth
quarter of 2011, subject to regulatory approvals and customary
closing conditions.  The terms of the transaction were not
disclosed.

John A.B. "Andy" Davies, Jr., the Company's President and Chief
Executive Officer commented, "Today's announcement reflects
another step in our plan to improve our operating efficiency by
focusing on our community banking activities in our core markets.
Given Page Valley's emphasis on quality, ethics and superb
customer relations, we are confident that the customers and
employees of the Charlottesville office will be in good hands."

Monte L. Layman, President and Chief Executive Officer of The Page
Valley Bank, said, "We are very excited about the opportunity to
join and serve the Charlottesville community.  We remain
faithfully dedicated to crafting creative and flexible financial
solutions for the needs of all current and future clients."

The Company was advised by Sandler O'Neill & Partners, L.P., on
this transaction.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.71
billion in total assets, $2.55 billion in total liabilities and
$159.86 million in total shareholders' equity.


HARRY & DAVID: Files First Amended Chapter 11 Plan
--------------------------------------------------
BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Plan contemplates the
reorganization of the Debtors through (a) the elimination of the
PBGC Claims and the Debtors' Senior Notes in exchange for the
issuance of new stock and (b) a rights offering (the 'Rights
Offering') that will provide the PBGC and the Noteholders that
meet certain SEC requirements with the opportunity to purchase
stock of the reorganized Debtors in connection with their
emergence from chapter 11. The Debtors will utilize the proceeds
of the Rights Offering to repay outstanding amounts under their
second lien debtor-in-possession term loan described above and to
fund the Debtors' business operations going forward. The Rights
Offering permits qualified Noteholders to purchase approximately
74.9 percent of the stock of the reorganized Debtors for $55
million. Because the Plan does not require qualified Noteholders
to participate in the Rights Offering, the Debtors also entered
into an agreement with a specific group of their Noteholders to
'backstop' the Rights Offering (as amended, the 'Backstop
Agreement'). Pursuant to the Backstop Agreement, the Noteholders
that are party to that agreement will purchase any remaining stock
that was not purchased by other Noteholders or the PBGC as part of
the Rights Offering. In consideration for the performance of their
obligations under the Backstop Agreement, the Noteholders that are
party to the Backstop Agreement will receive 50,000 shares in
Reorganized Holdings. The Backstop Agreement ensures that the
Debtors will obtain $55 million in new equity financing upon their
emergence from these cases. After the Petition Date, the Debtors
also obtained Bankruptcy Court approval to enter into a $100
million exit facility that would become effective on the effective
date of the Plan. This facility, provided by the same lenders who
provided the Debtors with a similar facility prior to the Petition
Date and the $100 million first lien debtor-in-possession
revolving credit facility, permits the Debtors to maintain their
historical working capital financing upon emergence from chapter
11 on terms substantially similar to those that existed prior to
the Petition Date."

                          About Harry & David

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

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

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

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

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

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

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

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

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


HAWAII MEDICAL: Files Ch. 11 to Return Hospitals to St. Francis
---------------------------------------------------------------
The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746),
just a year after exiting court protection.

The Debtors own two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Following their emergence from bankruptcy, HMC and its affiliated
debts were converted to new, Hawaii non-profit corporations.  CHA
Hawaii, one of HMC's affiliated debtors and a subsidiary of
Cardiovascular Hospitals of America, LLC, discontinued management
of the reorganized Debtors.

"Since their emergence from bankruptcy in August of 2010 after
confirmation of the 2010 Plan, the Debtors suffered numerous set
backs which did not allow them to reach the projected goals set
forth in the 2010 Plan, nor meet their financial obligations going
forward.  Specifically, the 2010 Plan called for the Debtors,
after conversion to Hawaii non-profit corporations, to reach
certain milestones in the several months following the effective
date of the 2010 Plan.  Although the Debtors were able to achieve
some of the tax savings projected through their conversion to
Hawaii non-profit corporations, and, further, although the Debtors
made certain operational adjustments and took steps to reduce
overhead, the projected revenue goals included in the 2010 Plan
were, in retrospect, too high," said Kennet J. Silva, member of
the board of directors of the Debtors.

"Furthermore, the 2010 Plan stripped the HMC doctors of their
ownership interests in the hospitals. Additionally, the tightened
budget projections did not allow for proper capital equipment
upgrades. These two factors contributed to a loss of physicians,
of referrals, and a corresponding loss of revenue. While revenue
continued to decrease, the costs of operating the hospitals
remained steady and, in some cases, increased."

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have
defaulted on the MidCap loan since December.  St. Francis Medical
Center is also owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment (first
installment would have been June 30) and are owed $19 million.

The owner of the two hospitals was unable to reverse money-losing
operations since buying them in 2007.  The 2010 Plan failed to
generate the revenue needed and address the Debtors' liquidity
issues.

After significant negotiations, it was determined that the best
solution for the hospitals, all of their creditors, and the
citizens of Honolulu was for the Debtors to work with St. Francis
Healthcare System of Hawaii and MidCap to form a new plan of
reorganization.  As part of the proposed reorganization mutually
agreed upon by the Debtor, St. Francis and MidCap, the Debtors
believe it is in the best interests of all parties involved,
including the thousands of patients at the hospitals each year, to
return the hospitals to the control of St. Francis through a new
chapter 11 bankruptcy filing.  In light of this decision, the
Debtors have found it necessary, with the support of St. Francis
and MidCap, to commence the new Chapter 11 cases.

                     Previous Chapter 11 Case

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.
The Debtors obtained confirmation of their Chapter 11 plan in May
2010 and emerged from bankruptcy in August 2010.


HAWAII MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hawaii Medical Center
          aka Hawaii Medical Center LLC
        2230 Liliha Street
        Honolulu, HI 96817

Bankruptcy Case No.: 11-01746

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Hawaii Medical Center East            11-01747
Hawaii Medical Center West            11-01748

Chapter 11 Petition Date: June 21, 2011

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtors' Counsel: Christopher J. Muzzi, Esq.
                  MOSELEY BIEHL TSUGAWA LAU & MUZZI
                  1100 Alakea Street, Suite 2300
                  Honolulu, HI 96813
                  Tel: (808) 531-0490
                  Fax: (808) 534-0202
                  E-mail: cmuzzi@hilaw.us

Debtors'
Co-Counsel:       MCDONALD HOPKINS LLC

Debtors'
Financial
Advisor:          SCOULER & COMPANY, LLC

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by Kenneth J. Silva, member of the board
of directors.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
SBM Site Services LLC              Trade Debt           $1,590,834
5241 Arnold Avenue
McClellan, CA 95652

Cerner Corporation                 Trade Debt             $606,259
2800 Rockcreek Parkway
Kansas City, MO 64117

Liliha Partners LP                 Landlord               $538,634
12348 High Bluff Drive, No. 100
San Diego, CA 92130

St. Jude Medical                   Trade Debt             $531,101
807 Las Cimas Parkway, Suite 400
Austin, TX 78746

Hawaiian Electric Company          Utility                $363,610
900 Richards Street
Honolulu, HI 96813

Blood Bank of Hawaii               Trade Debt             $312,786
2043 Dillingham Boulevard
Honolulu, HI 96819-4024

Guidant Sales Corporation          Trade Debt             $260,896
75 Remitance Drive, Suite 6094
Chicago, IL 60675-1138

Aureus Radiology LLC               Trade Debt             $221,886

Alston & Bird LLP                  Professional           $221,819

University of Hawaii               Trade Debt             $217,680

St. Franis Medical Plaza West      Trade Debt             $182,598

Liliha Parking Company             Trade Debt             $168,592

General Electric Capital           Executory Contract     $167,964
Corporation

Airgas Gaspro                      Trade Debt             $148,846

Inpatient Medical Specialists      Trade Debt             $142,340

KCI USA Inc.                       Trade Debt             $121,908

St. Francis Healthcare             Trade Debt             $113,393

Cades Schutte LLP                  Professional           $113,227

Bank of Hawaii                     Executory Contract     $110,493

Collin R. Dang, MD                 Trade Debt             $100,000


HAWKER BEECHCRAFT: Bank Debt Trades at 17% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 83.10 cents-on-
the-dollar during the week ended Friday, June 24, 2011, a drop of
2.86 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended Sept. 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended Sept. 30, 2010, the Company recorded
an operating loss of $81.4 million, compared to an operating loss
of $721.1 million during the comparable period in 2009.  The
improved operating loss versus the prior period was primarily due
to charges of $581.5 million related to asset impairments recorded
during the three months ended Sept. 27, 2009.

The Company's balance sheet at June 27, 2010, showed $3.420
billion in total assets, $3.408 billion in total liabilities, and
stockholders' equity of $11.6 million.  Hawker Beechcraft reported
a net loss of $56.8 million on $639.3 million of total sales for
the three months ended June 27, 2010, compared with net income of
$172.2 million on $816.3 million of sales for the three months
ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Thursday
----------------------------------------------------------------
Heritage Consolidated, LLC and Heritage Standard Corporation and
the Official Committee of Unsecured Creditors entered into a third
stipulation extending the Debtors' access of cash collateral
through June 30, 2011, in accordance with a budget.

Pursuant to the U.S. Bankruptcy Court for the Northern District of
Texas' previous order authorizing the Debtors' use of cash
collateral through April 30, 2011, the Debtors and the Committee
are authorized to extend the use of cash collateral by written
agreement filed with the Court.

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HINGHAM CAMPUS: Wins Permission to Start Polling Creditors on Plan
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge cleared Hingham
Campus LLC, along with affiliate Linden Ponds Inc. to begin
polling creditors on its reorganization plan and tap its $6
million bankruptcy-financing package just days after the
retirement community sought shelter in bankruptcy.

The Debtors have reached an agreement where holders of 40% of the
bonds have pledged to support and vote in favor of a Joint Plan of
Reorganization of the Debtors.  The Debtors add that the three
impaired classes under the Plan have indicated that they will
accept the Plan.  Redwood Capital Investors LLC, will retain its
ownership interest of the Debtors through the Plan.

The Debtors are asking the bankruptcy court to hold a joint
hearing on Sept. 15 and Sept. 16 for approval of the disclosure
statement and confirmation of the reorganization plan.

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

                       About Hingham Campus

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

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

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

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

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represents Linden Ponds.


HOMELAND SECURITY: Enters Into Asset Purchase Pact with Default
---------------------------------------------------------------
Homeland Security Capital Corporation entered into an Asset
Purchase Agreement with Default Servicing USA, Inc., a subsidiary
of the Company, Default Servicing, LLC, and DAL Group, LLC, the
sole member of Default, pursuant to which Buyer agreed to purchase
all of the assets and properties of, and assume certain
liabilities from, Default.  Default is engaged in the business of
providing real estate-owned, liquidation-related services,
including property inspection, eviction and broker assignment
services.

In consideration for the Assets, the aggregate purchase price
consists of: (a) $500,000 in cash, subject to certain reductions
in connection with accrued but unpaid vacation time of certain
employees, as set forth in the Purchase Agreement, and (b) up to
an additional $3,250,000 in contingent payments, if any, subject
to the achievement of specified net revenue measurement metrics
during each calendar month following the closing of the Purchase
Agreement through 2014 and subject to further adjustments for Pre-
Closing Revenue, as more fully set forth in the Purchase
Agreement.

The Purchase Agreement and the transactions contemplated thereby
are expected to close upon the satisfaction of customary closing
conditions, as well as certain other conditions, such as, (i) the
approval of the transactions contemplated by the Purchase
Agreement by certain governmental authorities, (ii) the receipt of
certain third party consents, and (iii) the execution of a non-
competition, non-solicitation and confidentiality agreement by
Default, the Member and Buyer.

The Purchase Agreement contains customary representations and
warranties, covenants and indemnification provisions made by each
party.

In addition, if the Purchase Agreement is not consummated by
June 30, 2011, and the Purchase Agreement is terminated, the Stock
Purchase Agreement, dated May 27, 2011, entered into between the
Company, Timios Acquisition Corp., the Member and Timios, Inc., as
previously disclosed in the Company's Current Report on Form 8-K
filed on May 31, 2011, may be terminated.

A full-text copy of the Asset Purchase Agreement is available for
free at http://is.gd/1rQ99m

                      About Homeland Security

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

Homeland Security reported net income of a $1,636,720 on
$53,266,167 of net contract revenue for the six months ended
Dec. 31, 2010, compared with net income of $555,251 on $47,421,857
of net contract revenue for the same period a year earlier.

The Company's balance sheet at March 31, 2011, showed
$36.28 million in total assets, $37.52 million in total
liabilities, $169,768 in warrants payable, and a $1.40 million
total stockholders' deficit.

                           *     *     *

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


HOVNANIAN ENTERPRISES: SVP and General Counsel to Retire
--------------------------------------------------------
Hovnanian Enterprises, Inc., announced that Peter S. Reinhart,
Senior Vice-President and General Counsel of the Company, will
retire effective July 31, 2011.  Mr. Reinhart has been with the
Company for 33 years, initially joining the Company as Corporate
Counsel in 1978.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at April 30, 2011, showed $1.73
billion in total assets, $2.08 billion in total liabilities and a
$349.81 million total deficit.

                           *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.


HRAF HOLDINGS: Court Approves Sale of Property to Jennings
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized HRAF
Holdings LLC and Harbor Real Asset Fund LLP to sell Deer Crossing
Lots 81 and 82 at Promontory, free and clear of liens and
interest, to Jennings Holdings LLC for $480,000.

The Court entitled the Debtors to recover from the proceeds of the
sale of the property an amount sufficient to pay the broker's
commission not to exceed 6% in the aggregate of the gross sales
price, and the reasonable and necessary closing costs incidental
to the sale of the property, and all ad valorem property taxes due
in connection with the property including pro-rate 2011 property
taxes estimated at closing.

According to the Debtors, the property sold consists of two vacant
lots located in the Deer Crossing portion of the Promontory real
estate development near Park City, Utah.

                     About HRAF Holdings, LLC

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on Sept.
9, 2010.  HRAF disclosed $18,423,000 in assets and $10,989,436 in
liabilities as of the Chapter 11 filing.

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32436) on Sept.
9, 2010.

The two cases are consolidated and jointly administered under the
case of HRAF.

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring efforts.  The Debtors estimated
their assets and debts at $10 million to $50 million.


HSRE-CDS I: Reaches Terms for Dismissal of Chapter 11 Case
----------------------------------------------------------
HSRE-CDS I, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware to approve the agreement providing for the dismissal
of its Chapter 11 case upon distribution of funds to holders of
claims.

The Debtor entered a certain binding agreement on June 3, 2011,
with its prepetition lender GB HoldCo, LLC, as successor-in-
interest to KeyBank National Association and guarantors of the
loan under the loan agreement, for the consensual resolution of
the case.

The agreement ensures the expeditious and cost-effective wind-down
of the Debtor's estate and provides for payment of the unsecured
creditors' claims in full and distribution to equity holders.

The agreement also provides for:

   -- the transfer of assets free and clear of all liens, claims,
     encumbrances and interests;

   -- the lender will contribute $450,000 in cash as consideration
     for the settlement;

   -- the Debtor will continue to operate the properties pending
     consummation of the term sheet and transfer of title of the
     properties using the cash collateral; and

   -- the lender, borrower and the guarantors will exchange mutual
     general releases of all claims, known and unknown.

The guarantors of the prepetition loan are Rafael A. Figueroa,
Collegiate Contracting Services, LP, Collegiate Development
Services, LP, Collegiate Kingsville Partners, LP, Collegiate
Management Group, LLC, Collegiate Station at Kingsville, LP, Four
L Capital, LTD, Marana Corp. and Rafana Corp.

The Debtor scheduled a July 14 hearing for its motion to dismiss
the case.  Objections, if any, are due July 7, at 4:00 p.m., EST.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.

HSRE-CDS I filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. D. Del. Case No. 11-10972).  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets amounting to
$1,256,241 plus unknown and liabilities of $22,878,499 as of the
Chapter 11 filing.


INNKEEPERS USA: Plan Confirming with Objections Resolved
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Innkeepers USA Trust resolved or
postponed their disputes, allowing the bankruptcy judge at the
June 23 confirmation hearing to say she will approve the
reorganization plan.

According to the report, the plan gives Lehman Ali, a non-bankrupt
subsidiary of Lehman Brothers Holdings Inc., $233 million in cash
for its $238 million in floating-rate mortgages on 20 of the
Innkeepers properties.  The disclosure statement said Lehman is
being paid in full.  Midland Loan Services Inc., the servicer for
$825 million of fixed-rate mortgages on 45 hotels, receives $725.8
million in modified mortgages and $12.8 million cash. Midland's
recovery is almost 88 percent, according to the disclosure
statement.

Innkeepers' plan implements the results of an auction in May where
the high bid of $1.12 billion for 64 hotels was made by a joint
venture between Cerberus Capital Management LP and Chatham Lodging
Trust.  They are contributing $400.5 million in equity to become
owners, Innkeepers' lawyer said at a hearing.  In addition,
Chatham is paying $195 million for five other hotels.  On those
hotels, mortgages will be paid down by $25 million while mortgages
for $134.3 million will be assumed.  Holders of $131.3 million in
mezzanine loans against the 65 hotels will recover $2.6 million,
Innkeepers told the court at the same hearing.  General unsecured
creditors, with as much as $7 million in claims, will split up
$4.65 million cash, the disclosure statement said before the final
settlement was reached in advance of the May 13 hearing.
Unsecured creditors' recovery would range from 67.6% to almost
full payment, the disclosure statement at the time said.  About
$70 million in loans made during the Chapter 11 case will be paid
off from the purchase price paid by Cerberus and Chatham.

                    About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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

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


INNOPHOS INC: S&P Raises Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New Jersey-based Innophos Inc. to 'BB' from 'BB-'. The
outlook is stable.

"The upgrade reflects Innophos' progress in diversifying its
supply chain away from a single phosphate rock provider," said
Standard & Poor's credit analyst Ket Gondha. Innophos is
transitioning to a longer-term, multiple-source rock supply
strategy and has signed agreements with new suppliers to obtain a
substantial portion of its phosphate rock needs in 2011.

Earnings have improved over the past several quarters, and credit
measures remain strong. "We expect that the company will maintain
moderate financial policies to support credit quality consistent
with the rating, with measured increases in growth-related
spending and shareholder rewards that do not stress the financial
profile," Mr. Gondha continued.

Innophos has leading shares in all three major product segments of
the North American specialty phosphates industry:

    Specialty ingredients (including specialty salts and specialty
    acids);

    Food- and technical-grade purified phosphoric acid (PPA; used
    in the downstream production of phosphate derivatives); and

    Technical-grade sodium tri-polyphosphate (STPP) and detergent-
    grade PPA.

The North American specialty phosphates market, a highly
specialized niche in the broader global phosphates market,
generates approximately $1.5 billion sales annually. Specialty
phosphates are used in a variety of food and beverage, consumer
product, pharmaceutical, and industrial applications. Specific
uses include improving the texture and taste of food, adding an
abrasive to toothpaste for whitening, and improving the cleaning
characteristics of detergents.

Innophos has a healthy market share, commanding an estimated one-
third of its market.


JACKSON HEWITT: Taps Hilco Real as Property Consultant
------------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District Delaware for permission to
employ Hilco Real Estate LLC as their property consultant.

The firm will:

   a) meet with the Debtors to ascertain the Debtors' goals,
      objectives and financial parameters;

   b) agree with the Debtors with respect to a strategic plan for
      the restructuring of each lease;

   c) negotiate, on the Debtors' behalf, the terms of agreements
      for more favorable lease terms with the landlords under
      certain of the leases, in accordance with the strategic
      plan;

   d) provide written reports periodically to the Debtors
      regarding the status of such negotiations; and

   e) assist the Debtors in closing the pertinent revised or
      restructured lease agreements contemplated hereby.

The Debtors propose that the firm will get a fee equal to $1,000
plus an amount equal to 8% of the aggregate savings for each lease
that is restructured pursuant to a written agreement with the
applicable landlord.

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

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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


JACKSON HEWITT: Creditors Try to Slow Down Chapter 11 Plan
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Jackson Hewitt Tax
Services Inc.'s newly formed unsecured creditors committee
expressed concern Wednesday in Delaware bankruptcy court that the
pace of the tax preparer's reorganization efforts could impede the
rights of low-income consumers with class action claims.

Jackson Hewitt agreed at the hearing to delay consideration of a
procedures motion to allow the official committee of unsecured
creditors to prepare potential objections.  Law360 says the
committee believes the scant 17 days before the company and its
affiliated debtors' planned July 8 confirmation hearing is not
enough time.

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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


JACKSON HEWITT: Works to Disband Creditors' Committee
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Jackson Hewitt Tax Service
Inc. has been lobbying federal bankruptcy officials to disband the
consumer-dominated committee of unsecured creditors that was just
named in its bankruptcy case, creditor attorney Christopher Winter
told a judge.

                       About Jackson Hewitt

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

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

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

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

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

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

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


JAMES RIVER: Alan Crown Elected as Director at Annual Meeting
-------------------------------------------------------------
James River Coal Company held its annual meeting of shareholders
in Richmond, Virginia, on June 21, 2011.  There were 35,521,434
shares of common stock, $0.01 par value per share of the Company
outstanding and entitled to vote as of May 13, 2011, the record
date for the Annual Meeting.  Each share of Common Stock entitled
the holder thereof to one vote.  There were present at the Annual
Meeting, in person or by proxy, holders of 32,917,916 shares
representing 92.67% of the Common Stock entitled to vote at the
Annual Meeting.

Alan F. Crown was elected as director.  The non-binding resolution
to approve the compensation of the Company's named executive
officers was approved.  The shareholders voted, on an advisory
basis, in favor of holding future advisory votes on executive
compensation every year.  The ratification of the appointment of
KPMG LLP as the Company's independent registered public accounting
firm for 2011 was approved.

                        About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at March 31, 2011, showed
$1.42 billion in total assets, $971.53 million in total
liabilities, and $452.41 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JEFFERSON COUNTY: Financial Woes Threaten Nearby Communities
------------------------------------------------------------
American Bankruptcy Institute reports that the financial woes of
debt-laden Jefferson County, Ala., may have negative spillover
effects for other nearby communities and school districts, a
rating agency and prominent analyst have warned.

Jefferson County, Ala., commissioners this month voted to cut the
county's current budget by $12.3 million, including layoffs of 697
employees across all departments, in an effort to keep the debt-
laden county functional and avoid the largest municipal bankruptcy
in U.S. history.

                      About Jefferson County

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

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

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


JETBLUE AIRWAYS: Announces Revised Fleet Delivery Schedule
----------------------------------------------------------
JetBlue Airways Corp. announced a network-driven revision and
extension of its A320 delivery schedule, including:

   * A new order for 40 A320neo aircraft, offering up to 15
     percent in fuel savings and increased range.

   * Deferral of eight A320 aircraft from 2014-2015 to 2017 to
     smooth out aircraft deliveries, reducing capital commitment
     over the near term.

   * Of the 52 A320 positions remaining on the current order book,
     30 will be converted to A321s, powered by IAE engines,
     allowing greater network flexibility.

   * A320 family deliveries starting in 2013 will come with
     winglets, and JetBlue will be a launch customer of retrofit
     winglets on the existing A320 fleet, in partnership with
     Airbus.

"Our network strategy, with its focus on New York, Boston, and the
Caribbean/Latin America, is exceeding our expectations, and this
revised fleet plan will help us continue to execute our strategy,"
said JetBlue President and CEO Dave Barger.  "Our goal is to
continue to grow on a sustainable basis, generate positive free
cash flow and continue to enhance our customers' experience."
"With today's announcement, we have taken significant steps in
reducing our annual capital commitments through the next five
years, while ensuring we are positioned for long-term success in a
competitive, fuel challenged, environment," said JetBlue Chief
Financial Officer Ed Barnes.

In addition to the fleet adjustments, JetBlue will optimize its
EMBRAER 190 fleet to approximately 75 aircraft.

"The E190 is performing very well as our new, shorter-haul market
aircraft, often serving to build the demand in the market for
eventual up-gauge to our A320," Mr. Barger said.  "We are now at
the point where the balance between frequency and capacity is
tipping in favor of capacity, and we are exercising our most
strategic asset -- our order book -- to better match capacity with
growing network demand."

In addition to restructuring its Airbus fleet, JetBlue has placed
an incremental order of 40 A320neo (new engine option) aircraft
for delivery after JetBlue's current A320 family order.  JetBlue
has not yet selected an engine provider for this order.  Fuel
savings associated with the A320neo is forecast to be
approximately 15 percent.

JetBlue operates the most fuel-efficient fleet in the world, and
with these actions will further enhance fuel efficiency:

   * A320 family deliveries after 2013 will come with winglets,
     improving fuel efficiency

   * Current A320 aircraft will be retrofit with winglets

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's balance sheet at March 31, 2011, showed $6.84
billion in total assets, $5.17 billion in total liabilities and
$1.67 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on June 10, 2011, Moody's Investors Service
raised its Corporate Family and Probability of Default ratings of
JetBlue Airways each to B3 from Caa1.  "The upgrade of the
Corporate Family Rating reflects Moody's belief that JetBlue can
retain a majority of the improvement in credit metrics that it has
achieved since the most recent trough in early 2009.  Its focus on
increasing service in certain markets where U.S. airline peers
have retrenched and first bag free marketing initiative seem to be
drawing traffic to its expanding network," said Moody's Airline
Analyst, Jonathan Root. Revenue passengers grew by over 8% through
the first four months of 2011 against a 2.6% increase in capacity.
Leading unit costs, including and excluding fuel, of the U.S.
carriers, industry-wide capacity discipline and pricing actions to
help offset the current higher cost of fuel should help JetBlue
sustain its liquidity profile, which also supports the ratings
upgrade.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


KANG INVESTMENT: Court Grants East West Relief From Automatic Stay
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
granted East West Bank, secured creditor of Kang Investment LLC
and Parmjit & Kanwaljit Kang, relief from automatic stay instead
of dismissing the Chapter 11 case of the Debtor.

As of Jan. 25, 2011, the Debtor was indebted to the bank in excess
of $10,122,341, including principal, accrued interest, and other
expenses and charges incurred by the Debtor.

On May 6, 2011, the Court denied confirmation of the Debtor's
proposed plan of reorganization.

The bank in its dismissal request said creditors are harmed by the
Debtor's delay because they are unable to realize their
securities.  According to the bank, unless it is allowed to pursue
its foreclosure action, thereby protecting its security interest
in the property, the bank will suffer irreparable damage to such
security interest.

                       About Kang Investment

Point Roberts, Washington-based Kang Investments, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 11-
10713) on Jan. 25, 2011.  Larry B. Feinstein, Esq., at Vortman &
Feinstein, serves as bankruptcy counsel.  According to its
schedules, the Debtor disclosed $13,158,371 in total assets and
$10,956,955 in total debts.

Affiliate Parmjit S. Kang filed a separate Chapter 11 petition on
Jan. 25, 2011 (Bankr. W.D. Wash. Case No. 11-10717).


K-V PHARMACEUTICAL: Posts $174 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
K-V Pharmaceutical Company filed on June 13, 2011, its annual
report on Form 10-K for the fiscal year ended March 31, 2011.


BDO USA, LLP, in Chicago, Illinois, expressed substantial doubt
about the Company's ability to continue as a going concern.

The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.

"Significant negative impacts on operating results and cash flows
from these actions include: recurring losses from operations, a
shareholders' deficit, and negative working capital; the potential
inability of the Company to raise additional capital or debt
financing; suspension of manufacturing; significant uncertainties
related to litigation and governmental inquiries; and potential
debt covenant violations."

The Company reported a net loss of $174.0 million on $27.3 million
of net revenues for fiscal 2011, compared with a net loss of
$283.6 million on $9.1 million of net revenues for fiscal 2010.

The loss from continuing operations was $156.2 million and
$285.6 million in fiscal 2011 and fiscal 2010, respectively.

The Company's balance sheet at March 31, 2011, showed
$564.7 million in total assets, $938.7 million in total
liabilities, and a stockholders' deficit of $374.0 million.

A copy of the Form 10-K is available at http://is.gd/ohCEQ8

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: KVa/KVb)
-- http://www.kvpharmaceutical.com/-- is a specialty branded
pharmaceutical company with a primary focus in the area of women's
healthcare.


KATN LIVING TRUST: In Chapter 11; Owner Facing Criminal Cases
-------------------------------------------------------------
Mikel Finney at KGO San Francisco reports that Alan David Tikal, a
man on trial in the 29-count criminal indictment in Alameda County
for real estate fraud, mortgage security fraud, and filing false
documents, filed for Chapter 11 bankruptcy earlier this week for
the business he runs, KATN Trust.

According to the report, prosecutors allege Tikal did business as
KATN Trust when he collected upfront fees on the false promise of
refinancing home mortgages at a 75 percent savings.  ABC 7 legal
analyst Dean Johnson says the filing could be bad news for anyone
who feels victimized by Mr. Tikal and wants to get their money
back.

KATN Living Trust, filing pro se, submitted a Chapter 11 petition
(Bankr. D. Nev. Case No. 11-19669) in Las Vegas, Nevada, on June
20, 2011.  Mr. Tikal signed KATN's petition.


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

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

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

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

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

                      About KH Funding Company

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

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


LA BOTA DEVELOPMENT: Seeks Approval of Insurance Finance Agreement
------------------------------------------------------------------
La Bota Development Company, Inc., and Laredo Rock Tech Sand &
Gravel, LP, ask permission from the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division, to enter into
insurance premium finance agreement with Premium Financing
Specialists, Inc., nunc pro tunc as of June 15, 2011.

La Bota's current general insurance policy expired June 15, 2011,
according to Simon Mayer, Esq., at Hughes WattersAskanase, LLP, in
Houston, Texas.

Mr. Mayer relates that after due deliberation and consideration of
viable alternatives, the Debtor determined that it is in the best
interest of its estate to finance its general liability policy
premiums through PFS.  In the ordinary course of business, the
Debtor must maintain various insurance policies, including a
general liability policy, which covers the Debtor's real property
located in Webb County, Texas, he says.

Mr. Mayer says the Debtor cannot presently obtain an insurance
coverage unless the premiums are financed, and Bank Midwest, N.A.,
the Debtor's lender, is granted a security interest in the
unearned premiums and other sums which may become payable under
those policies.

The total cash price for the insurance premiums is $5,507.  PFS
will finance the remaining $3,943 insurance policy premiums at an
17.20 annual percentage rate ($287) provided:

   i. The Debtor pays the $1,564 down payment, which the Debtor
      has paid.

  ii. The $4,231 remaining balance will be paid in nine monthly
      payments of $470, with the first payment due on June 30,
      2011.

iii. The Debtor grants PFS a security interest in any unearned
      premiums or other sums which may become payable under the
      insurance policies to secure payment of all amounts due
      under the Agreement.

                    About La Bota Development

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

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

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

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


LA JOLLA: Has 28.96 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that since June 17, 2011,
it had converted approximately 24 shares of Series C-1 1
Convertible Preferred Stock into a combined total of 4,022,333
shares of common stock.  Following these conversions, the Company
had a total of 28,963,321 shares of common stock issued and
outstanding as of June 21, 2011.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAKE PLEASANT: Taps Zwillinger Greek as Counsel for Property Sale
-----------------------------------------------------------------
Lake Pleasant Group, LLP, and DLGC II, LLC, ask the U.S.
Bankruptcy Court for the District of Arizona for permission to
employ Zwillinger Greek Zwillinger & Knecht PC as special counsel
to provide legal services in connection with the sale of the
Debtors' real property and other general matters.

Lake Pleasant owns 244 acres of raw land located near State Route
74 and Old Lake Pleasant Road in Peoria, Arizona.  DLGC owns 220
acres of raw land located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.

Zwillinger Greek will be paid based on its standard hourly billing
rates, which are $175 to $405 per hour for attorneys and $80 per
hour for paralegals.

To the best of the Debtor's knowledge, Zwillinger Greek is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                         About Lake Pleasant

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

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


LAS VEGAS MONORAIL: Taps Garden City as Solicitation Agent
----------------------------------------------------------
Las Vegas Monorail Co. asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ The Garden City Group,
Inc., as solicitation and tabulation agent.  GCG is expected to
perform related tasks including distributing the Debtor's plan,
disclosure statement, ballots, notices and related materials,
managing the solicitation, and tabulating and certifying the
outcome of the solicitation in a ballot summary to be annexed to
the Certification of Acceptance and Rejection of Chapter 11 Plan.

On May 31, 2011, the Debtor and GCG entered into a Bankruptcy
Services Agreement.  Under the under Engagement Agreement, GCG has
agreed to:

   -- review and comment to Debtor's counsel regarding the
      Debtor's proposed solicitation materials in respect of
      matters affecting the solicitation process;

   -- obtain information necessary from parties such as
      Broadridge, Mediant, nominees that don't employ Broadridge
      or Mediant as their mailing agents, the Bond Registrars
      and Depository Trust Company necessary to transmit the
      Debtor's Bankruptcy Court approved solicitation materials
      ("Solicitation Package") to parties in interest in
      accordance with the laws, rules and orders of the Bankruptcy
      Court;

   -- coordinate with Debtor regarding the production/duplication
      of the Solicitation Package, which may include printing or
      creating digital files for transmission to parties in
      interest, it being understood that Debtor may use a third-
      party printing or duplication service to create the
      Solicitation Packages to be distributed;

   -- transmit the Solicitation Package to parties in interest in
      accordance with the laws, rules and orders of the Bankruptcy
      Court;

   -- communicate with recipients of the Solicitation Package
      regarding the solicitation/balloting process and refer them
      to Debtor's counsel when appropriate;

   -- use reasonable efforts to obtain updated contact information
      with regard to any Solicitation Packages returned as non-
      deliverable;

   -- tabulate the ballots and employ its customary "QA"
      procedures to check said tabulation;

   -- check for voting amount discrepancies and duplication of
      votes among the ballots, and contact Broadridge, Mediant
      and the Nominees, as necessary, to resolve such
      discrepancies and duplications;

   -- obtain the original ballots and master ballots from the
      parties upon whom they were served and provide them to
      Debtor's counsel at least one day prior to the scheduled
      confirmation hearing on Debtor's plan of reorganization;

   -- provide a specimen of the solicitation package actually
      distributed to Debtor or the Court upon request;

   -- draft and provide Debtor's counsel with a ballot summary,
      certified by GCG as being true and correct as required by
      the laws, rules and orders of the Bankruptcy Court, with
      the understanding that the ballot summary will be attached
      to the Certification of Acceptance and Rejection of Chapter
      11 Plan;

   -- draft and provide Debtor's counsel with a certificate of
      service with respect to service of the Solicitation Package,
      certified by GCG as being true and correct, in a form
      required by the laws, rules and orders of the Bankruptcy
      Court;

   -- if so requested by Debtor's counsel, attend the confirmation
      Hearing telephonically; and

   -- provide other services requested by Debtor and agreed to by
      GCG in writing.

GCG has estimated its fees and "non-Broadridge" postage for
effecting the solicitation in the Debtor's Bankruptcy case is in
the range of $20,000 to $25,000.

GCG's estimate does not include printing fees (as the Debtor
expects to use a printer or DVD duplication service to provide
this service, but GCG will co-ordinate with that vendor);
Broadridge, Mediant and Nominee fees and postage (an estimate of
which is in the $4,000 to $6,000 range, and is largely dependent
on the number of holders of the bonds); publication fees, if any;
and travel time and expense (should GCG's attendance at the
fees to be charged by GCG in connection with this Bankruptcy Case
is set forth in the Engagement Agreement.

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

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LAW ENFORCEMENT: Receives Unfavorable Judgment in Wortley Lawsuit
-----------------------------------------------------------------
On Sept. 23, 2009, a complaint was filed against Law Enforcement
Associates Corporation in Wake County, North Carolina Superior
Court on behalf of Barbara Wortley, alleging a breach of a
purported Asset Purchase document dated Sept. 28, 2007, by and
among Advanced Vehicle Systems, LLC, a Florida limited liability
company, Ms. Wortley, and the Company.

In a Form 8-K filing Tuesday, the Company disclosed that on
June 17, 2011, the jury in the matter determined that the Company
had breached its contract with plaintiff Wortley and awarded the
plaintiff $1,104,000 as compensatory damages.  The Company says it
is consulting legal counsel regarding the merits of motions for
judgment notwithstanding the verdict and new trial, any potential
appeal, or other actions that may be in the best interest of the
Company and its shareholders, but a course of action has not been
determined at the present time.

"The unfavorable judgment creates serious doubt about the ability
of the [Company] to continue as a going concern, as the [Company]
does not have sufficient financial resources to pay the judgment,"
the Company said.

                 About Law Enforcement Associates

Raleigh, North Carolina-based Law Enforcement Associates
Corporation -- http://www.leacorp.com/-- is a U.S. security and
surveillance technology company that manufactures and markets a
diverse product line to the worldwide law enforcement, military,
security and corrections markets.

The Company reported a net loss of $329,764 on sales of
$1.14 million for the three months ended March 31, 2011, compared
with a net loss of $267,395 on sales of $1.24 million for the
corresponding period of 2010.

The Company's balance sheet at March 31, 2011, showed
$2.35 million in total assets, $2.62 million in total liabilities,
and a stockholders' deficit of $270,293.  The Company had an
accumulated deficit of $5.29 million as of March 31, 2011.

A copy of the Form 10-Q is available at http://is.gd/jfextO

                          *     *     *

As reported in the TCR on April 7, 2011, Frost, PLLC, in Little
Rock, Arkansas, expressed substantial doubt about Law Enforcement
Associates' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has $1.50 million of outstanding redeemable common stock,
a working capital deficit, incurred significant operating losses
and has limited financial resources.

The Company reported a working capital deficit of $965,483 at
March 31, 2011.


LAX ROYAL: Court Grants Further Access to Cash Collateral
---------------------------------------------------------
Judge Sheri Bluebond issued an oral ruling on June 13, 2011,
granting LAX Royal Airport Center, LP, permission to use the cash
collateral of its pre-bankruptcy secured lender.  A written order
is expected to follow.

The Debtor's second cash collateral motion seeks an extension of
an additional 90 days for use of the lender's cash collateral.

Before the entry of the oral ruling, MSCI 2006-IQ11 West Century
Limited Partnership filed with the Court its conditional non-
opposition to the Debtor's second cash collateral use motion.
However, the Lender seeks that any extension of the cash
collateral use be conditioned on (i) the Debtor providing the
Lender with the bank account statements for its DIP accounts; and
(ii) the Debtor providing supporting documentation for any other
reasonable requests the Lender may make regarding the use of its
cash collateral.

As reported by the Troubled Company Reporter on May 10, 2011, the
Bankruptcy Court granted the Debtor's first cash collateral use
motion, despite the opposition lodged by secured creditor MSCI
2006-IQ11.  The Debtor was authorized to use cash collateral for
operating and maintenance expenses, property taxes, insurance (for
the property and workers compensation and medical insurance for
noninsider employees), noninsider salaries, compensation and
benefits to the Debtor's insiders (to the extent approved in
accordance with insider compensation procedures), and mortgage
payments through and including June 10, 2011, in amounts not to
exceed those set forth on the budget plus a 10% variance (plus
such additional amounts as may be authorized in advance by the
Lender in writing).  The Lender received a replacement lien on
postpetition rents to secure the diminution in value of its
prepetition collateral.

As reported in the TCR on Jan. 28, 2011, the Debtor is indebted to
MSCI in an amount in excess of $8,476,616.

                About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
No request for the appointment of a trustee or examiner was made.


LAX ROYAL: Plan Outline Hearing Set for July 13
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on July 13, 2011, at 2:00 p.m., to consider
the adequacy of the disclosure statement filed by LAX Royal
Airport Center LP explaining its Chapter 11 Plan.

As reported by the Troubled Company Reporter on June 1, 2011, the
Debtor filed a plan and disclosure statement dated April 29, 2011,
to the Court. The Plan provides for extension of the obligations
currently due to Morgan Stanley Mortgage Capital for 36 months
each after the plan effective date, unless repaid paid sooner,
with payments deferred under the contract or other agreed rates of
interest.  The Debtor executed a deed of trust against a high-rise
commercial office building it owned in Los Angeles to secure its
obligations to Morgan Stanley in connection with an April 2005 $10
million loan.  Unsecured claimants are to receive the Center's net
profits for three years with a minimum dividend paid of $72,000,
which will provide a dividend of 6.24%.  Priority and
administrative claims, if any, will be paid in full at the
Effective Date unless they agree to another treatment.

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

                About LAX Royal Airport Center, LP

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-12333) on Jan. 19, 2011.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
No request for the appointment of a trustee or examiner was made.


LEGG MASON: S&P Lowers Junior Subordinated Debt Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Legg Mason Inc. to 'BBB' from 'BBB+'. "At the same time,
we lowered our issue-level rating on the company's senior
unsecured notes to 'BBB' from 'BBB+' and our junior subordinated
debt rating to 'BB+' from 'BBB-'. The junior subordinated debt
rating refers to mandatory convertible equity units due June 30,
2011. The outlook is stable," S&P said.

"The downgrade reflects our opinion that continued asset outflows
in the past three fiscal years have hurt both the company's market
position and its financial metrics, which we view as more aligned
with its current 'BBB' ratings," said Standard & Poor's credit
analyst Sebnem Caglayan. Legg Mason has faced net outflows for 12
consecutive quarters ending March 31, 2011, amounting to $302.1
billion. Market appreciation over the same period partially offset
the outflows as assets under management (AUM) declined to $677.6
billion at March 31, 2011, from $950.1 billion at March 31, 2008.
In fiscal 2011, outflows were $63.2 billion compared with market
appreciation of $56.3 billion.

Legg Mason's operating results, generally accepted accounting
principles (GAAP) interest coverage and leverage metrics, and AUM
trends continue to lag those of its higher rated peers. Its EBITDA
margin was 21.5%, its EBITDA-to-interest coverage ratio was 6.66x,
and its debt-to-EBITDA ratio was 2.20x at March 31, 2011.
"Although Legg Mason's financial metrics have improved compared
with a year earlier because it enhanced its AUM mix and increased
its advisory yield, we still view these ratios to be more
representative of its current ratings," S&P said.

The stable outlook reflects that the company will continue to
operate at similar profitability and financial metrics for the
remainder of fiscal 2012. "If Legg Mason decides to pursue an
additional round of share purchase buy-back beyond what it has
already announced or if it fails to implement its business plan
successfully, we could lower the ratings. Furthermore, if its
investment performance were to suffer, causing a material uptick
in net asset outflows, or if AUM were to decline as a result of
price depreciation, impairing the company's cash flows and debt
servicing capacity, we could lower the ratings. If Legg Mason is
able to reverse the asset outflows and benefits substantially from
its business streamlining plan and it significantly improves
operating results, we could raise the ratings," S&P noted.


LONGYEAR PROPERTIES: Condominium Trust Seeks Ch. 7 Case Conversion
------------------------------------------------------------------
The Trustees of Longyear at Fisher Hill Condominium Trust asks the
U.S. Bankruptcy Court for the Eastern District of Massachusetts to
issue an order converting the Chapter 11 case of Longyear
Properties, LLC, to a case under Chapter 7 of the Bankruptcy Code.

Liquidation of the Debtor's assets is the most practical and
reasonable course for the case as it can be done promptly, cheaply
and more efficiently by a Chapter 7 Trustee than by the Debtor and
its Chapter 11 professionals and will provide a larger
distribution to creditors, the Condominium Trust asserts.

The Condominium Trust points out that in the nine months it has
been in bankruptcy, the Debtor has failed to provide any evidence
of a viable business as its only assets consist of five
condominium units which it has been unable to sell.  The Debtor
has also failed to remain current with any of its postpetition
debt obligations, the Condominium Trust cites.  No equity in the
units exist, and extensive administrative costs from professional
fees are accumulating, the Condominium Trust adds.  "All these
factors establish a substantial and continuing loss to and
diminution of the estates."

The Debtor has also failed to file a reorganization plan within
the time allotted by the Bankruptcy Code, the Condominium Trust
says.

The Condominium Trust is represented by:

         Christine A. Murphy, Esq.
         Edmund A. Allcock, Esq.
         MARCUS, ERRICO, EMMER & BROOKS, P.C.
         45 Braintree Hill Park, Suite 107
         Braintree, Massachusetts 02184
         Tel: (781) 843-5000
         E-mail: cmurphy@meeb.com
                 eallcock@meeb.com

The Court will hear the conversion request on July 12, 2011, at
02:00 p.m.

                  About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 10-20326) on Sept. 22, 2010.  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represents the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


LOVELL PLACE: Judge Agresti Closes Chapter 11 Bankruptcy Case
-------------------------------------------------------------
Ed Palattella at Erie Times-News reports that Chief U.S.
Bankruptcy Judge Thomas P. Agresti closed Lovell Place's Chapter
11 bankruptcy case

According to the report, Judge Agresti's order ended a saga that
unofficially concluded Feb. 8, when Erie entrepreneur Rick
Griffith bought Lovell Place at an auction in Bankruptcy Court for
$5.5 million.  The sale culminated years of lawyers and creditors
sorting through Lovell Place's complicated finances in one of the
largest recent local bankruptcies.

The report says Lovell Place's bankruptcy estate distributed a
total of $100,000 to the unsecured creditors, or 14 cents on the
dollar, which was better than the initial plan of 10 cents on the
dollar.

                      About Lovell Place

Headquartered in Erie, Pa., Lovell Place Limited Partnership,
develops and leases residential and commercial real estate.  The
company sought chapter 11 protection on Oct. 15, 2005 (Bankr. W.D.
Pa. Case No. 05-15114).  When the Debtor sought protection from
its creditors, it estimated its assets at less than $10 million
and its debts at less than $26 million.

Lovell Place Limited Partnership filed for bankruptcy after its
developer, Stephen B. McGarvey, died in February 2005.  Mr.
McGarvey bought the complex in 1991 and used his own money and
bank financing to renovate it.

Lovell Place is still operating at East 13th and French streets.
Lovell Place used to be a washing-machine factory.  Now it
includes 106 apartments, a restaurant, a bookstore, and state
offices.

A creditors' committee was appointed in the Debtor's chapter 11
case and is represented by:

         Lawrence C. Bolla, Esq.
         Quinn, Buseck, Leemhuis, Toohey and Kroto, Inc.
         2222 W. Grandview Blvd.
         Erie, PA 16506
         Telephone: (866) 641-8996

The company confirmed a chapter 11 plan and emerged from Chapter
11.  The plan's terms required Bankruptcy Court approval of any a
sale of substantially all of the Reorganized Debtor's assets.


LOWER BUCKS: Has Until Sept. 2 to Use Cash Collateral
-----------------------------------------------------
Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania gave Lower Bucks Hospital and its debtor
affiliates interim authority to use, until Sept. 2, 2011, cash
collateral securing their prepetition indebtedness.

The Debtors are authorized to use cash collateral to avoid
immediate and irreparable harm to the Debtors' estates.  The cash
collateral use will be in accordance with a budget for the period
June 4, 2011 through Sept. 2, 2011.

A full-text copy of the Interim Cash Collateral Order and Budget
is available for free at http://ResearchArchives.com/t/s?7650


                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Debtors tapped Zelenkofske Axelrod LLC for the provision of tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million .


M-WISE INC: Suspending Filing of Reports with SEC
-------------------------------------------------
m-Wise, Inc., filed a Form 15 notifying of its 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.  The holders of the common stock as of June 22,
2011, total 26.

The Board of Directors of the Company approved the voluntary
delisting of the Company's common stock from the OTC Bulletin
Board on June 22, 2011, due to the following reasons:

   (a) The significant costs associated with regulatory compliance
       impose a burden that the Company cannot bear given its
       current financial position.  In addition, the current
       benefits of being a public company is outweighed by the
       financial burdens imposed by such status; and

   (b) The shares of the company are currently held by less than
       300 record holders and are thinly traded.

The Company anticipates that the delisting will be effective 10
days after filing of the Form 15, "Notification of Removal from
Listing."

Upon removal of listing, the Company will cease to file reports
with the Security and Exchange Commission.

                        About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.

The Company reported a net loss and comprehensive loss of $1.94
million on $2.76 million of sales for the year ended Dec. 31,
2010, compared with net earnings and comprehensive income of
$82,985 during the prior year.

As reported by the TCR on April 7, 2011, SF Partnership, LLP, in
Toronto, Canada, expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations.

The Company's balance sheet at March 31, 2011, showed $700,814 in
total assets, $2.24 million in total liabilities and a $1.54
million total stockholders' deficit.


MARMC TRANSPORTATION: Seeks to Pay Sale Proceeds to Wells Fargo
---------------------------------------------------------------
MarMac Transportation, Inc., and Wells Fargo Equipment Finance,
Inc., and Wells Fargo Bank filed a joint motion seeking permission
from the U.S. Bankruptcy Court for the District of Wyoming to pay
cash collateral sale proceeds to reduce WFEF and the Bank's
secured claims.

Specifically, the Debtor and Wells Fargo ask the Court to allow
MarMc to remit payment to Wells Fargo from the sale proceeds of
equipment in which Wells Fargo hold perfected security interests
and from sale proceeds from real property in which the Bank holds
a perfected mortgage lien.  The proceeds of MarMc's sale of
equipment to Hemphill Trucking, Inc., and sale of real property to
Oil Country Tubular, LLC, constitute cash collateral for Wells
Fargo.

WFEF holds oversecured claim against all of the Debtor's
equipment.  The Bank holds oversecured claim against the Debtor's
equipment and real property.  The Bank and the Debtor asked the
Court to enter an order allowing MarMc to remit to the Bank
$355,000 of proceeds from sale of untitled equipment to Hemphill
Trucking to reduce the Bank's secured claim.

Dave Sundem and Marcille Sundem, doing business as Dave Sundem
Trucking, Inc., secured creditors who have obtained a judgment
lien on the Debtor's property, objected to the request complaining
that by the motion, the Debtor and Wells Fargo attempt to
circumvent Section 363 of the Bankruptcy Code and have all the
sale proceeds from the property distributed directly to Wells
Fargo.  The Debtor and Wells Fargo, according to the Sundems, did
not explain how creditors, like the Sundems, are protected.

WFEF and the Bank are represented by:

   James R. Belcher, Esq.
   BELCHER & BOOMGAARDEN LLP, F/K/A SCHULTZ & BELCHER LLP
   237 Storey Boulevard, Suite 110
   Cheyenne, WY 82009
   Tel: (307) 426-4105
   Fax: (307) 426-4099

The Sundems are represented by:

   Keith J. Dodson, Esq.
   WILLIAMS, PORTER, DAY &NEVILLE, P.C.
   159 No. Wolcott, Suite 400
   P.O. Box 10700
   Casper, Wyoming 82602
   Tel: (307) 265-0700
   Fax: (307) 266-2306
   E-mail: kdodson@wpdn.net

Judge Peter J. McNiff will conduct a telephone conference on
July 7, 2011, at 9:30 a.m., on the joint motion and the Sundems'
objection.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MB HOLDING: Fitch Affirms Long-Term Currency IDR at 'BB-'
---------------------------------------------------------
Fitch Ratings has affirmed MB Holding Company LLC's and its
wholly owned subsidiary, MB Petroleum Services LLC's Long-term
foreign currency Issuer Default Ratings at 'BB-'. The Outlooks are
Stable. Fitch has also affirmed MB Finance Company's foreign
currency senior unsecured rating at 'BB-' and the senior unsecured
rating of 'BB-' assigned to the USD320m notes issued by MBFC
maturing in 2015.

MBPS's IDR is aligned with MBHC's. MBPS's standalone credit
profile is weaker than MBHC, but Fitch views the legal,
operational and strategic ties between the two entities as being
strong under the agency's Parent and Subsidiary Rating Linkage
Methodology.

MBPS's 2010 and Q111 business performance was weaker than Fitch
anticipated partially due to ongoing difficulties at MB Century
Drilling as well as in Oman and Syria. Lower than expected rig
utilization, combined with high demobilization expenses negatively
affected margins. Large working capital changes hit cash flow from
operations. Last 12 months (LTM) net debt to EBITDA increased to
7.4x as of Q111 from 6.1x at year-end 2010. Fitch anticipates that
MBPS will continue to face operational challenges for the
remainder of 2011 due to its high cost of sales, but 2012 will
probably show improvement as some costs, such as mobilization, are
non-recurring.

Operational performance elsewhere in the group is more robust.
Petrogas E&P increased oil production by nearly 40% year-on-year
as of Q111. Consolidated funds from operations (FFO) for LTM to
Q111 are at a record high for MBHC at just over USD300m. As a
result, FFO interest coverage is around 10x, and FFO adjusted
leverage is at 2.2x. These credit metrics are commensurate with
the current 'BB-' credit rating for the group and Fitch
anticipates that these metrics will remain in this range for the
duration of its forecast period.

However, additional challenges facing MBHC include a broad-based
government mandate to increase salaries for workers in Oman. This
could increase MBHC's staff cost base by as much as 80% in 2011.
Fitch considers that MBHC will be able to pass most of these costs
onto end-customers, preventing a widespread deterioration in
profit margins.

MBHC's rating Outlook is Stable despite some operational
difficulties at MBPS. Stronger performance at other business units
such as oil production and mining offset the weaker performance at
MBPS. Longer term, negative rating action could result from FFO
leverage remaining above 2.5x and from FFO interest coverage
remaining below 5x for the group. Negative rating action could
also result from higher levels of maintenance capex than presently
anticipated by Fitch, or persistently weaker operating performance
at MBPS negatively affecting operating cash flow for the group as
a whole.

Fitch views MBHC's liquidity as broadly adequate for the rating
level. Near-term debt maturities are less onerous than in 2010, in
part due to the issuance of the USD320m Eurobond. Cash plus
available credit lines are enough to cover near-term debt
maturities, but additional financial flexibility is presently
limited. MBHC has demonstrated access to both international debt
capital markets and syndicated bank financing. Access to
additional financing via local banks also appears satisfactory.
Fitch anticipates that MBHC has some additional financial
flexibility available through a reduction in capex, if
needed.


MILESTONE SCIENTIFIC: Four Directors Elected at Annual Meeting
--------------------------------------------------------------
Milestone Scientific Inc. held its 2011 Annual Meeting of
Stockholders on June 16, 2011.  At that meeting, stockholders:

    (a) elected four incumbent directors to serve until the next
        annual meeting of the Company's stockholders or until
        their respective successors have been duly elected and
        qualified, namely: Leslie Bernhard, Leonard A. Osser,
        Pablo Felipe Serna Cardenas and Leonard M. Schiller;

    (b) approved, on an advisory basis, the appointment of Holtz
        Rubenstein Reminick, LLP, as the Company's independent
        auditors for the 2011 fiscal year; and

    (c) approved the Company's 2011 Stock Option Plan for the
        issuance of up to 2,000,000 common shares.

                     About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

The Company reported a net loss of $614,508 on $9.75 million of
product sales for the year ended Dec. 31, 2010, compared with a
net loss of $1.53 million on $8.55 million of product sales during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.61 million
in total assets, $4.27 million in total liabilities and $2.33
million in total stockholders' equity.

The Company's balance sheet at March 31, 2011, showed
$6.97 million in total assets, $4.69 million in total liabilities
and $2.28 million in total stockholders' equity.

As reported by the TCR on April 4, 2011, Holtz Rubenstein Reminick
LLP, in New York, noted that the Company has suffered recurring
losses from operations since inception, which raises substantial
doubt about its ability to continue as a going concern.


MILLENNIUM MULTIPLE: Court Confirms Liquidating Plan
----------------------------------------------------
On June 16, 2011, the U.S. Bankruptcy Court for the Western
District of Oklahoma confirmed Millennium Multiple Employer
Welfare Benefit's Third Amended Chapter 11 Plan of Liquidation, as
Modified (With Technical Corrections), filed June 13, 2011.  As of
the Effective Date, which will be July 1, 2011, Steven A.
Felsenthal is appointed as the Millennium Liquidation Trustee, and
Dr. Lester Lewis, Dan Townsend, Steven Beaver, John Malesovas and
Christina Economou are appointed as the initial members of the
Millennium Liquidation Plan Committee.

The Plan designates six (6) Classes of Claims:

Class 1. Priority Claims.
Class 2. Secured Claims.
Class 3. Unsecured Claims -- Other than Participant Claims,
         Forfeited Participant Claims and Subordinated Claims.
Class 4. Participant Claims.
Class 5. Forfeited Participant Claims.
Class 6. Subordinated Claims.

All 6 Classes are impaired under the Plan.

Each holder of an Allowed Priority Claim will receive the amount
of its Allowed Priority Claim, in cash, on or as soon as
practicable after the date upon which the Millennium Liquidation
Trustee obtains sufficient funds to pay Allowed Priority Claims.

Each holder of an Allowed Secured Claim will receive: (a) the
amount of its Allowed Secured Claim, in cash, on or as soon as
practicable after the date upon which the Liquidation Trustee
obtains sufficient funds to pay Allowed Secured Claims; or (b) all
collateral securing the Allowed Secured Claim.

Each holder of an Allowed Unsecured Claim will receive its Pro
Rata Share of $1,000,000 set aside for Class 3, plus its Pro Rata
Share of any interest that may accrue on the $1,000,000 while
Class 3 Claims are being resolved.

Each holder of a Participant Claim: (a) will have an
Allowed Participant Claim equal to his or her Life Benefit; (b)
will receive a beneficial interest in the Millennium Trust equal
to his or her Life Benefit Ratio; (c) will have an option to
purchase the Life Policy insuring the life of the Participant;
(d) will receive his or her right to receive his or her Life
Benefit and any additional distributions from the Millennium
Trust; and (e) will have any other Claim asserted against the
Debtor or its Estate by the Participant deemed to be a
Disallowed Claim as of the Effective Date.

Each holder of a Forfeited Participant Claim, once Allowed by a
Final Order, will have an Allowed Forfeited Participant Claim.
Holders of Allowed Class 5 Claims will also be entitled to a a
beneficial interest in the Millennium Trust equal to the ratio of
all Allowed Forfeited Participant Claims to all Allowed Class 4
and Class 5 Claims.  Class 5 is impaired.

Each holder of an Allowed Subordinated Claim will be paid its Pro
Rata Share of the Assets, if any exist, of the Millennium Trust
after the payment in full by the Millennium Liquidation Trustee of
all reserves to fund the Millennium Liquidation Trust, Allowed
Administrative Claims and all Allowed Claims in Classes 1, 2, 3,
4, and 5.

A copy of the Third Amended Plan is available at:

  http://bankrupt.com/misc/millenniummultiple.3rdAmendedPlan.pdf

                    About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  Peter Franklin, Esq.,
Doug Skierski, Esq., and Erin K. Lovall, at Franklin Skierski
Lovall Hayward, LLP, in Dallas; and G. Blaine Schwabe, III, Esq.,
at Mock, Schwabe, Waldo, Elder, Reeves & Bryant, in Oklahoma City,
Okla., assist the Company in its restructuring effort.  Eric D.
Madden, Esq., and Brandon V. Lewis, Esq., at Diamond McCarthy LLP,
in Dallas; and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and
Kiran A. Phansalkar, Esq., at Conner & Winters LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  The
Company estimated its assets and debts at $50 million to $100
million as of the petition date.


MOUNTAIN HERITAGE: Closed; First American Bank Assumes Deposits
---------------------------------------------------------------
Mountain Heritage Bank of Clayton, Ga., was closed on Friday, June
24, 2011, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First American Bank and Trust Company of
Athens, Ga., to assume all of the deposits of Mountain Heritage
Bank.

The two branches of Mountain Heritage Bank will reopen during
normal business hours as branches of First American Bank and Trust
Company.  Depositors of Mountain Heritage Bank will automatically
become depositors of First American Bank and Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Mountain Heritage Bank should continue to
use their existing branch until they receive notice from First
American Bank and Trust Company that it has completed systems
changes to allow other First American Bank and Trust Company
branches to process their accounts as well.

As of March 31, 2011, Mountain Heritage Bank had around $103.7
million in total assets and $89.6 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, First
American Bank and Trust Company agreed to purchase essentially all
of the assets.

The FDIC and First American Bank and Trust Company entered into a
loss-share transaction on $69.2 million of Mountain Heritage
Bank's assets.  First American Bank and Trust Company will share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers.  For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-823-5346.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/mountain.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.1 million.  Compared to other alternatives, First
American Bank and Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  Mountain Heritage Bank is the 48th
FDIC-insured institution to fail in the nation this year, and the
fourteenth in Georgia.  The last FDIC-insured institution closed
in the state was McIntosh State Bank, Jackson, on June 17, 2011.


MSR RESORT: PGA West Membesr Reach Deal With Present Owners
-----------------------------------------------------------
Mike Perrault at MyDesert.com reports that members of the
exclusive PGA West and La Quinta Resort & Club have reached an
agreement with current owners who vow to continue to maintain it
as a world-class property.  The settlement was filed in U.S.
Bankruptcy Court in the Southern District of New York.

According to the report, the agreement was reached between the
owners of PGA West and the board of governors of La Quinta
Resort's two private golf clubs, said Michael Kelly, executive
director of PGA West.  The two golf clubs include the 797-member
Citrus Club, a country club on a Pete Dye-designed golf course,
and PGA West, a 2,200-acre master-planned residential and golf
community with nearly 1,500 members.

The agreement, which is subject to final approval by the
Bankruptcy Court, calls for a guarantee that the golf courses,
"social experience" and facilities will be maintained at the high
level expected, according to the report.

                        About MSR Resort

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

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

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

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

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

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


MSR RESORT: Hilton, Singapore Funds Object to Jefferies Fee
-----------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that a Hilton Hotels
Corp. unit and two Singapore government funds objected Tuesday to
a proposed $1.15 million fee to financial adviser Jefferies & Co.
Inc. in the New York bankruptcy of Paulson & Co. Inc.-owned luxury
hotel operator MSR Resort Golf Course LLC.

The official committee of unsecured creditors in MSR's bankruptcy
should not be permitted to pay its proposed financial adviser that
lump "transaction fee" in the event that a committee-backed
reorganization plan is confirmed by the court, Hilton and the
affiliates said, according to Law360.

                         About MSR Resort

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

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

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

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

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

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


NATIONAL CINEMEDIA: Moody's Rates Senior Unsecured Notes at 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to National
CineMedia's new 10-year senior unsecured notes. At the same time,
NCM's senior secured credit facility was upgraded to Ba2. Since
proceeds from the new notes will be used to refinance a portion of
the company's existing senior secured term loan and amounts
outstanding under NCM's revolving credit facility (which has been
amended and extended to mature in December 2014 as well as upsized
to $119 million from $80 million), the transaction is neutral to
NCM's credit profile and has no impact on the company's corporate
family rating or probability of default, which were affirmed at
Ba3. The ratings outlook remains stable.

The transaction is credit-positive as it extends NCM's weighted
average term to maturity and enhances liquidity, but has no impact
on NCM's Ba3 CFR/PDR. With the new 10-year notes adding loss-
absorbing capital behind the senior secured bank credit
facilities, the notes issue is sufficiently credit-positive for
the senior secured lenders' position to warrant an upgrade to Ba2
from Ba3. However, the senior secured bank credit facilities
remains as the dominant component of NCM's debt structure and are
likely to consume a considerable proportion of realization
proceeds in the event of a default. Consequently, with relatively
disadvantaged loss given default prospects, the new senior
unsecured notes are rated B2, two notches below NCM's Ba3 CFR.

Issuer: National CineMedia, LLC

Rating Actions:

Senior Unsecured Regular Bond/Debenture, assigned B2 (LGD2, 89%)

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3,
      37%) from Ba3 (LGD3, 49%)

   -- Corporate Family Rating, Affirmed at Ba3

   -- Probability of Default Rating, Affirmed at Ba3

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

Outlook Actions:

   -- Outlook, Unchanged at Stable

RATINGS RATIONALE

National CineMedia LLC has a Ba3 corporate family and probability
of default rating, a stable ratings outlook, and an SGL-2
speculative grade liquidity rating. The foundations of the
company's ratings are its growing and sustainable cash flow stream
and its reasonable and gradually declining leverage. NCM's
leverage is just above 4.0x (March 2011) and is expected to be in
the 3.5x-to-4.0x range over the rating horizon. These positive
attributes are offset by the company's mandate to distribute all
free cash flow to its members and by the potential of results
varying with the quality of the feature film slate coming out of
Hollywood.

Rating Outlook

The stable ratings outlook reflects expectations of relatively
stable revenue and EBITDA growth and leverage that is between 3.5x
to 4.0x.

What Could Change the Rating - Up

Given the combination of NCM's mandate to distribute all of its
free cash flow and the potential of a re-levering event, a ratings
upgrade is not anticipated. However, should NCM maintain TD/EBITDA
at less than 3.5x while committing to operate in such a range,
there is the potential of positive ratings pressure.

What Could Change the Rating - Down

Downward pressure on the rating may occur if NCM increased
borrowing to fund a special dividend, or were the company to
experience an operational set-back such that leverage rose to over
4.0x. Adverse liquidity developments or debt-financed acquisition
activity would also provide adverse ratings pressure.

National CineMedia'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 National CineMedia's core
industry and believes National CineMedia'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 June 2009 (and/or) the Government-Related Issuers
methodology, published July 2010).


NATIONAL CINEMEDIA: S&P Rates Senior Unsecured Notes at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating to National CineMedia LLC's proposed $200 million senior
unsecured notes, due 2021 (two notches lower than its 'BB-'
corporate credit rating on the company), with a recovery of '6',
indicating its expectation of negligible (0%-10%) recovery for
lenders in the event of a payment default. The company plans to
use the proceeds from the transaction to refinance a portion of
its existing credit facilities and for fees and expenses.

"At the same time, we affirmed our issue-level ratings on the
existing senior secured credit facilities. We also affirmed our
'BB-' corporate credit rating on National CineMedia Inc. (NCM) and
operating subsidiary National CineMedia LLC (which we analyze on a
consolidated basis). The rating outlook is stable," S&P noted.

"The 'BB-' corporate credit rating affirmation reflects our view
that the transaction is leverage-neutral and helps extend all of
its 2013 debt maturities and a portion of its 2015 maturities,"
said Standard & Poor's credit analyst Jeanne Shoesmith. "Pro forma
for the transaction, lease-adjusted debt to EBITDA remains at 3.6x
on March 31, 2011. However, pro forma interest coverage will
deteriorate somewhat to 4x on March 31, 2011 from 4.9x, because
of higher interest on the proposed notes. Our 'BB-' corporate
credit rating and stable outlook reflect our expectation that
National CineMedia Inc.'s (NCM) EBITDA growth will enable the
company to continue to lower its leverage over the intermediate
term, despite its aggressive dividend policy. We assume
further moderation in our updated base case scenario,
specifically, a high-single-digit percentage rate of revenue and
low-single-digit percentage EBITDA growth in 2011, based on the
adverse effect on NCM's ad revenues because of the March 2011
disaster in Japan. We still believe the company can maintain
leverage in the low-3x area, despite our expectation of high
distributions."

"We assess NCM's business risk profile as fair, because of its
historically strong EBITDA margin and good market position, which
some revenue and EBITDA sensitivity to theater attendance tempers.
In our view, NCM has an aggressive financial risk profile, because
of its high dividend distribution rate and moderately high
leverage," S&P said.


NORTEL NETWORKS: Bidding War Seen at Today's Auction
----------------------------------------------------
Marie Beaudette, writing for Dow Jones' Daily Bankruptcy Review,
reports that a bidding war is seen at Monday's auction of Nortel
Networks Corp.'s portfolio of about 6,000 patents and patent
applications.

Both Google Inc. -- which is expected to open the bidding with a
$900 million lead offer -- and Apple Inc. have received antitrust
clearance to present a bid.  According to DBR, fierce competition
is expected from the likes of Microsoft Corp., BlackBerry maker
Research in Motion Ltd., and possibly Telefon AB L.M. Ericsson of
Sweden, Intel Corp., and China's ZTE Corp.

"This is an unprecedented opportunity to acquire one of the most
extensive and compelling patent portfolios to ever come on the
market," said George Riedel, Nortel's chief strategy officer, in a
statement, according to DBR.

The Bankruptcy Court in Wilmington, Delaware is slated to review
the auction results at a July 11 hearing.

                      About Nortel Networks

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

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

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

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

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

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

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


NORTHCORE TECHNOLOGIES: To Take Advantage of High Growth Markets
----------------------------------------------------------------
Northcore Technologies Inc. has launched a series of strategic
initiatives to position itself to take advantage of high growth
markets using its proprietary Working Capital EngineTM core
platform and Dutch Auction patents.

Earlier this year, Northcore engaged Pellegrino & Associates, LLC,
a leading specialized intellectual property valuation company, to
help examine the applicability of its core technology and
intellectual property portfolio in selected business domains.  The
areas of focus included an expanded deployment of the Northcore
Working Capital EngineTM and aggressive exploitation of its Dutch
Auction patents in the social discounting space.  The analysis
provided critical visibility into opportunities for the Northcore
asset base.  Through sophisticated domain modeling, the best
entrance and execution strategies will be extracted and applied in
order to maximize success and increase shareholder value.

"We have used a disciplined approach in developing the go forward
strategy for Northcore.  The analysis conducted by Pellegrino
shows that by strategically exploiting the intellectual property
assets of Northcore in selected markets we can create significant
value for Northcore shareholders," said Amit Monga, CEO Northcore
Technologies.  "We have initiated internal alignment of our sales
and delivery teams at Northcore and are confident in our ability
to execute on this vision."

As part of the new business strategy, Northcore will aggressively
market its unique solutions based on the Dutch Auction patent
portfolio to emerging and established social discounting
companies.  The Dutch Auction enabled social discounting
technology will also be extended to various mobile and smart phone
platforms.

                          About Northcore

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

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

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

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

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


OAKLAND, CALIF: Fiscal Strains Grow After Debt Downgrade
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Oakland officials face new
pressure to close a nearly $60 million budget gap for the fiscal
year starting July 1 after a major credit-rating company
downgraded the city's debt and said it must make major changes to
avoid even bigger deficits.


ONE PELICAN: Rejects Listing Agreement With McMonigle Group
-----------------------------------------------------------
One Pelican Hill Road North, LP, won authority from the Bankruptcy
Court to reject a residential listing agreement with McMonigle
Group, Inc.

The Debtor plans to implement a marketing program and sales
procedure for the Villa Del Lago property that will involve
designating a stalking horse bidder, marketing the property for 60
days, and conducting an auction among qualified bidders.  To do
this, the Debtor wants to terminate a prepetition exclusive
listing agreement with McMonigle Group.

According to papers filed in court, when the Debtor entered into
the agreement, John McMonigle was both a general partner of the
Debtor and president of MGI. One month ago, Mr. McMonigle resigned
as the general partner of the Debtor and is no longer involved
with the Property or the Debtor due to differences in opinion
regarding the Property and the sale effort.  The Debtor has
concluded that it is in its best interest to employ a new real
estate firm.  MGI does not agree with the Debtor's conclusion but
has stipulated to the rejection of the Agreement, subject to its
right to assert a claim for damages.

According to the Rejection Motion, the Debtor wanted the effective
date of rejection to be Nov. 30, 2005.  The Debtor said both
parties have agreed to this retroactive rejection date.  The
parties' Stipulation and the Court's order, however, provided that
the deal is rejected effective as of the bankruptcy filing
petition date.

Pursuant to the Stipulation, MGI will file a proof of claim in the
chapter 11 case on account of the rejection.

Meanwhile, the Bankruptcy Court will hold a status hearing in the
case on July 6, 2011, at 11:00 a.m. at Crtrm 5D, 411 W Fourth St.,
in Santa Ana.

John McMonigle is a debtor in a Chapter 7 bankruptcy case.  Jack
Wolfe serves as the Chapter 7 Trustee of the estate of John
McMonigle, and is represented by:

          Leonard M. Shulman, Esq.
          Robert E. Huttenhoff, Esq.
          SHULMAN HODGES & BASTIAN LLP
          26632 Towne Centre Drive, Suite 300
          Foothill Ranch, CA 92610-2808
          Telephone: (949) 340-3400
          Facsimile: (949) 340-3000
          E-mail: lshulman@shbllp.com
                  rhuttenhoff@shbllp.com


ONE PELICAN: Sec. 341 Creditors' Meeting Set for July 7
-------------------------------------------------------
The United States Trustee for the Central District of California
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy case of One Pelican Hill Road North, LP,
on July 7, 2011, at 11:00 a.m. at RM 1-159, 411 W Fourth St., in
Santa Ana.

One Pelican Hill Road North LP, aka Villa del Lago, owns a 12.5-
acre hillside property, once valued as high as $87 million,
featuring a 17,000-square-foot, three-story mansion, a private
lake, tennis court, vineyard and horse stables.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-17998) on
June 6, 2011, to halt a foreclosure sale by OneWest Bank that had
been scheduled for June 20.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., at Winthrop Couchot PC, serves as the Debtor's bankruptcy
counsel.  Spach Capaldi & Waggaman, LLP, serves as the Debtor's
special litigation counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Corey Gulbranson, managing member of VDL One Pelican
Hill, LLC, its general partner.


ONE RENAISSANCE: To Present Plan for Confirmation on Aug. 17
------------------------------------------------------------
Judge Randy D. Doub of the U.S. Bankruptcy Court for the Northern
District of North Carolina conditionally approved the disclosure
statement explaining the Chapter 11 Plan of Reorganization filed
by One Renaissance, LLC, on June 10, 2011.

Objections to the disclosure statement and the confirmation of the
Plan are due Aug. 12, 2011.  If no objections or requests to
modify the disclosure statement are file on or before Aug. 12, the
conditional approval of the disclosure statement will become
final.  Any objections to or requests to modify the disclosure
statement will be considered at the confirmation hearing to be
held on Aug. 17, 2011, at 1:00 p.m.

The Debtor will pay its administrative costs in full on the
Effective Date or upon other mutually acceptable terms as the
parties may agree.  Any and all priority taxes due and owing to
the Internal Revenue Service, North Carolina Department of
Revenue, or any county or city taxing authority will be paid in
full.

The Debtor will treat the secured claim of Wells Fargo, N.A.,
totaling, as of the Petition Date, $17,109,510, as an impaired
claim.  Wells Fargo will retain its lien over the Debtor's
properties until its claim is paid in full.  The Debtor will
initially make monthly interest-only payments on the claim at the
rate of 4.5% per annum for a period of 12 months.  Thereafter, the
Debtor will make monthly payments of principal and interest based
on a 25-year amortization schedule with interest accruing at the
fixed rate of 4.5% per annum, with a final payment of all
principal and unpaid interest due 84 months from the plan's
effective date.

Class III includes any credit holding an allowed, secured lien
claim pursuant to Chapter 44A of the North Carolina General
Statutes.  The class is impaired.  Holders of claims in Class III
will retain their liens pursuant to Section 1129(b)(2)(A)(i)(1) of
the Bankruptcy Code until their claims are paid in full and will
be treated as fully secured.  The Debtor will pay allowed claims
in Class III on the later of (a) 60 days from the Effective Date
or (b) 10 days from the date the Court resolves any objections to
Class III claims.

The total of estimated unsecured claims is approximately
$83,162.75.  The Debtor will pay all allowed unsecured
claims in full.

Renaissance Holdings, LLC, which holds a 99.9967% membership
interest in the Debtor, and Renaissance Management, Inc., which
holds a 0.0033% membership in the Debtor, will retain their
ownership interests upon confirmation of the Plan.

A full-text copy of the Disclosure Statement, dated June 7, 2011,
is available for free at http://ResearchArchives.com/t/s?764d

A full-text copy of the Plan, dated June 7, 2011, is available for
free at http://bankrupt.com/misc/ONERENAISSANCE_plan.pdf

                     About One Renaissance, LLC

Raleigh, North Carolina-based One Renaissance, LLC, a limited
liability company, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 11-01793) on March 9, 2011.  Jason L.
Hendren, Esq., at Hendren & Malone, PLLC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

No creditors committee has been appointed in the Debtor's case.


ONE RENAISSANCE: Has Continued Interim Access to Cash Collateral
----------------------------------------------------------------
Judge Randy D. Doub of the U.S. Bankruptcy Court for the Eastern
District of North Carolina, Raleigh Division, granted One
Renaissance, LLC continued interim use of cash collateral securing
its prepetition debt in the original principal amount of
$18,800,000 from Union Capital Investments, LLC.

The Debtor's use of the cash collateral will be used in accordance
with a budget and so long as the Debtor has remitted $118,640 to
Wells Fargo, N.A., the current owner and holder of the loan
documents.

The Debtor will deposit all cash, checks, and other cash items
received from the Property encumbered by liens in favor of Holder
into the DIP Operating Account or if any amount constitutes a
security deposit it will be deposited in the DIP Security Deposit
Account.  Further, the Debtor will deposit $19,746 referenced in
the budget in the DIP Trust Account.

The Debtor will provide proof of insurance acceptable to Holder
for its collateral and that insurance is to name Holder as loss
payee.

On or before July 10, 2011, the Debtor will provide a report
showing a comparison of the June Budget amounts to the actual
amounts received and spent by the Debtor for the month of June
2011.

A full-text copy of the Cash Collateral Order and budget is
available for free at http://ResearchArchives.com/t/s?764e

                     About One Renaissance, LLC

Raleigh, North Carolina-based One Renaissance, LLC, a limited
liability company, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 11-01793) on March 9, 2011.  Jason L.
Hendren, Esq., at Hendren & Malone, PLLC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

No creditors committee has been appointed in the Debtor's case.


OPEN SOLUTIONS: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions,
Inc., is a borrower traded in the secondary market at 85.75 cents-
on-the-dollar during the week ended Friday, June 24, 2011, a drop
of 0.75 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 212.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 18,
2014, and carries Moody's B1 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
188 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.


OUTSOURCE HOLDINGS: Amends List of Largest Unsecured Creditors
--------------------------------------------------------------
Outsource Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Texas amended list of its largest
unsecured creditors, disclosing:

   Name of Creditor      Nature of Claim    Amount of Claim
   ----------------      ---------------    ----------------

BNY Mellon               Indenture          $5,280,058
Attn: Valerie Nuhfer
525 William Penn Place,
7th Floor
Pittsurg, PA 15259

James Young               2009 Notes          $688,500
5010 91st St., No. 8
Lubbock, TX 79424

Duncan Burkholder         2009 Notes           $688,500
4515 Marsha Sharp Frwy.
Lubbok, TX 78407

John Walton               2009 Notes           $573,750
4718 S. Loop 289
Lubbock, TX 79414

Larry Rother              2009 Notes           $570,000
3601 Misty Creek Dr.
Austin, TX 78735

Jim Burke                 2009 Notes           $570,000
8136 Sundance Dr.
Mansfield, TX 76063

James Mills                2009 Notes          $570,000
8160 Sundance Dr.
Mansfield, TX 76063

Ricky Green                2009 Notes          $401,625
4903 97th St.
Lubbock, TX 79424

Greg Garland               2009 Notes          $401,625
5723 83rd Lane
Lubbock, TX 79424

Keefee, Bruyette & Woods   Marketing fee       $400,000
787 Seveth, 5th Fl.
New York, NY 10019

Ronnie Malone              2009 Notes           $285,000
5506 Vista Meadow
Dalas, TX 75248

Bruce Orr                  2009 Notes           $285,000
3617 Woodedcreek Cr.
Arlington, TX 76016

James Young               2010 Notes              $22,145

Duncan Burkholder         2010 Notes              $22,145

John Walton               2010 Notes              $18,455

Ricky Green               2010 Notes              $12,918

Greg Garland              2010 Notes              $12,918

Ronnie Malone             2010 Notes               $9,227

Bruce Orr                 2010 Notes               $9,227

Texas state Comptroller   State Franchise taxes        $0

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.

No creditors' committee has been appointed in the case.


OUTSOURCE HOLDINGS: Can Hire Commerce Street as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Outsource Holdings, Inc., to employ Commerce Street
Capital, LLP, as investment banker and financial advisor.

CSC is expected to, among other things:

   -- develop a general strategy for accomplishing the sale
      transaction;

   -- develop a list of potential buyers in accordance with
      selection criteria to be developed by the Debtor; and

   -- approach potential buyers approved by the Debtor to
      determine their receptiveness to a transaction.

The hourly rates of CSC's personnel are:

          Managing Director          $600
          Vice President             $350
          Analyst                    $250
          Support Staff               $75

Additionally, in the event that Commerce identifies a purchaser
that consummates a sale of the stock of Jefferson Bank or the sale
of the Jefferson Bank's assets and deposits at a price in excess
of the offer of the stalking horse bidder, then Commerce will
receive a success fee equal to 10% of the difference between the
value of the stalking horse bidder's offer and the aggregate
consideration that the Debtor received from the Commerce acquirer.

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

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.

No creditors' committee has been appointed in the case.


PATRIOT NATIONAL: Completes Operational Restructuring
-----------------------------------------------------
Patriot National Bancorp, Inc., announced the completion of its
operational restructuring phase.  The 180-day recovery plan,
designed and executed by new management, was aimed at restoring
health and stability to the organization.

Below are key highlights of new management's achievements since
Closing:

   * Appointed Michael Carrazza as Board Chairman and Christopher
     Maher as President and CEO.

   * Engaged KPMG as Patriot's new auditor.

   * Reduced non-performing assets by 76%.  As of May 31, 2011,
     non-performing assets decreased to $26 million, down from
     $106 million at the end of 2010.

   * Right-sized the balance sheet; including an intentional
     shrinkage of total assets to $670 million as of May 31, 2011.

   * Reduced cost of deposits from 152 basis points to 113 basis
     points.

   * Consolidated four branch locations creating a $1.7 million
     reduction in overhead costs annually.

   * Implemented further cost savings initiatives to reduce
     expenses by $1.0 million annually.

   * Redeployed over $50 million of excess liquidity into short-
     duration earning assets, which will generate approximately
     $1.8 million in annual income.

   * Executed a Bank-wide reduction in force producing a $1.3
     million annual savings in operations.

   * Recruited several new seasoned professionals in lending, IT
     and finance.

   * Re-launched lending efforts and built a strong pipeline of
     residential, commercial and C&I business.

   * Brought a three-year history of negative earnings to a near
     inflection point, which should restore profitability soon.

"We are very pleased to announce the completion of our operational
restructuring phase at Patriot," stated Michael Carrazza, Chairman
of the Board.  "The results of our Recovery Plan tracked
expectations, and our team executed within our 180-day target.
With our turnaround initiatives behind us and earnings at a near
inflection point, Patriot is now able to shift its focus toward
asset growth."

"The rapid pace of asset quality improvement underscores the
stabilization of the balance sheet and has provided substantial
cash flows for deployment into earning assets.  While non-
performing assets remain elevated they are much closer to
normalized levels.  Improving interest margins and sharply
decreased operating expenses have fundamentally improved the
bank's capability to produce operating earnings," said Christopher
Maher, President and CEO.

                  About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$709.71 million in total assets, $651.52 million in total
liabilities, and $58.19 million in total shareholders' equity.


PHILADELPHIA ORCHESTRA: Gets $11.2 Million From Foundations
-----------------------------------------------------------
The Sacramento Bee reports that the Philadelphia Orchestra has
received several major gifts and pledges toward its effort to
emerge from bankruptcy and establish solid financial footing.

According to the report, since seeking bankruptcy protection, the
orchestra has received $11.2 million from foundations,
philanthropists and its board, chief executive officer Allison
Vulgamore said.  An additional $16.3 million has been promised in
the form of challenge pledges, which will be awarded if the
orchestra raises $17.5 million more by the end of the year.

The report relates that orchestra officials regarded the funding
as a vote of confidence in its five-year plan to secure big
donors, fill more seats and build a nest egg.  The orchestra did
not release specific amounts given by donors, which include the
William Penn Foundation, Wyncote Foundation, cable mogul and
philanthropist H.F. "Gerry" Lenfest, the Neubauer Family
Foundation and members of the orchestra board.

The report notes management told a federal Bankruptcy Court judge
that it wants to save money by changing the pension plan for
musicians, negotiating a new lease with the Kimmel Center for the
Performing Arts and cutting financial ties with Peter Nero and the
Philly Pops.  The judge allowed the orchestra time to reorganize
its finances and plot its short- and long-term future without
canceling the current concert season.

                 About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PUDA COAL: Gets Non-Compliance Notice From NYSE Amex
----------------------------------------------------
Puda Coal, Inc. received a notice from NYSE Amex LLC informing the
Company that it failed to satisfy the Exchange's continued listing
standards by not timely filing its Form 10-Q for the quarter ended
March 31, 2011, specifically Sections 134 and 1101 of the NYSE
Amex Company Guide and the Company's listing agreement with the
Exchange.  In order to maintain its listing, the Company must
submit a plan of compliance by July 5, 2011 to demonstrate its
ability to regain compliance with the applicable continued listing
standards by no later than Sept. 20, 2011.  In addition, the
Exchange has requested that the Company provide a comprehensive
update regarding the Audit Committee's investigation into certain
previously-reported allegations regarding Mr. Ming Zhao, the
Chairman and controlling stockholder of the Company.  If the plan
is accepted, the Company will remain listed during the plan
period, during which time it will be subject to periodic review to
determine whether it is making progress consistent with the plan.
According to the letter, if the Company does not submit a plan of
compliance, or submit a plan that is not accepted, it will be
subject to delisting proceedings.  Furthermore, if the plan is
accepted but the Company is not in compliance with the continued
listing standards by Sept. 20, 2011, or does not make progress
consistent with the plan during the plan period, the Exchange
staff will initiate delisting proceedings as appropriate.  The
Company may appeal a staff determination to initiate delisting
proceedings.

The Company is currently considering its responses to the
Exchange.  Trading in the Company's stock has been halted by the
Exchange since April 11, 2011.


QUALITY DISTRIBUTION: Files Form S-3; Registers $35MM Securities
----------------------------------------------------------------
Quality Distribution, Inc., has filed a shelf registration
statement on Form S-3 with the U.S. Securities and Exchange
Commission to offer to the public from time to time in one or more
offerings up to $35.0 million of securities, which may be in form
of debt or equity securities, including common stock, at prices
and on terms that Quality will decide at the time of any offering.
In addition, under the shelf registration, if and when declared
effective by the SEC, the Company's stockholders may offer for
resale to the public from time to time in one or more offerings up
to 7,882,530 secondary shares of Quality's common stock owned by
them or their affiliates at prices and on terms to be determined
at the time of any such offering.

The Company also announced that its wholly owned subsidiaries,
Quality Distribution, LLC, and QD Capital Corporation plan to
redeem the entire $5.8 million balance of their 11.75% Senior
Subordinated PIK Notes due 2013.  The Issuers have issued a notice
of redemption pursuant to the indenture for the 2013 PIK Notes
stating that they intend to redeem the remaining aggregate
principal amount of such 2013 PIK Notes on July 20, 2011.  The
redemption price for the 2013 PIK Notes will be equal to 100% of
the principal amount of the outstanding 2013 PIK Notes plus
accrued and unpaid interest thereon to the Redemption Date.

"This shelf registration, once effective, will give us wide
flexibility to access both debt and equity capital markets should
financing needs arise, and simultaneously provide Apollo, our
largest shareholder, with a vehicle to potentially reduce their
holdings in the Company," commented Joe Troy, Executive Vice
President and Chief Financial Officer.  "We have also elected to
redeem the last piece of high cost subordinated debt on our
balance sheet."

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

A full-text copy of the registration statement is available for
free at http://is.gd/BVq5s7

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at March 31, 2011, showed
$281.43 million in total assets, $405.83 million in total
liabilities, and a $124.40 million total shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUANTUM FUEL: To Exhibit PHEV F150 at Electric Utility Conference
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., will exhibit
its F-150 Plug-in Hybrid Electric (PHEV) pickup truck  at the
Electric Utility Fleet Managers Conference in Williamsburg,
Virginia, June 19-22, 2011.  The Ford F-150 PHEV is powered by
Quantum's "F-Drive" hybrid drive system which is a derivative of
the original Quantum Q-Drive with enhanced technologies and
subsystems.  Quantum has recently received purchase orders in
excess of $14 million from two major fleet customers with strong
interest being generated from large corporations, utilities and
fleet customers.

The Electric Utility Fleet Managers Conference is an annual
meeting of fleet representatives from utility companies, typically
attracting the largest electric utilities in the U.S., Canada and
South America as well as major electric cooperatives and
contractors.

"We are pleased to showcase the F-150 PHEV at EUFMC, which is one
of America's largest showcases for utility vehicles and work
trucks", said Alan Niedzwiecki, the President and CEO of Quantum.
"All fleets are faced with the challenge of reducing operating
costs and lowering carbon footprint and emission profile.  The F-
150 PHEV provides a solution to that challenge."

Quantum developed the new hybrid drive system "Quantum F-Drive"
specifically for the Ford F150 pickup truck application, one of
the highest volume selling fleet vehicles in America.  Quantum's
research and development group designed the system to meet the
demanding truck applications of America's largest fleet operators
and to provide a mission-ready solution to meet President Barack
Obama's goal of converting the Federal government's vehicle fleet
to hybrids, electric vehicles and other alternative-fuel vehicles.
PHEVs are eligible for government rebates.

               F-150 PHEV Technical Specifications

The F-Drive system provides a unique combination of low operating
costs through substantially increased fuel efficiency,
reliability, low maintenance cost, emission reduction benefits and
extended range capability.  Ideal for fleet vehicle driving
characteristics, the F-150 PHEV has a 35 mile electric-only range,
shifting to hybrid electric mode thereafter for a total range of
over 400 miles.  The F-Drive, has been integrated in the F150
pickup truck such that there is no impingement into the cab or
cargo bed and maintains full ground clearance.  The F-150 PHEV
fleet vehicles, incorporating Quantum's F-Drive, will meet
Department of Transportation Federal Motor Vehicles Safety
Standards, US Environmental Protection Agency, California Air
Resources Board emission requirements, and incorporate Dow Kokam
Lithium Ion batteries.

                          About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011, showed $72.09
million in total assets, $45.07 million in total liabilities and
$27.02 million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RADIENT PHARMACEUTICALS: To Commence Trading on the OTCQX
---------------------------------------------------------
Radient Pharmaceuticals Corporation announced that its common
stock will cease trading on the NYSE Amex and transition to the
OTCQX(R) effective with the open of business on Thursday, June 23,
2011.  The Company's new symbol for trading on the OTCQX(R) will
be RXPC.

The Company previously received notice that it was not in
compliance with certain criteria for continued listing on the NYSE
Amex.  Although the Company has made significant progress towards
improving its balance sheet, as of June 23, 2011, the Company has
been unable to regain compliance.

Douglas MacLellan, Radient Pharmaceuticals CEO stated, "In moving
to the OTCQX(R), we will continue to deliver liquidity,
transparency, and provide an efficient market for our
shareholders.  We will continue to seek to move our business
forward, and dedicate ourselves and our resources to the execution
of our core business of delivering high-value cancer diagnostics
to the global healthcare system."

The OTCQX(R) marketplace is the premium tier of the US OTC market,
distinguishing the best companies traded over-the-counter from
more than 9,000 securities traded on the OTCQB and Pink Sheets.(R)
The OTCQX(R) marketplace serves both large cap foreign companies
and domestic growth companies.  In 2010, 159 OTCQX(R) securities
traded a dollar volume of $15.3 trillion.

Merriman Capital, Inc., will serve as Radient Pharmaceuticals'
Designated Advisor for Disclosure on OTCQX, responsible for
providing guidance on OTCQX requirements.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RENASCENT INC: Goetz Galik OK'd to Pursue Claims Against Keldan
---------------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana authorized Renascent, Inc., to employ Robert
K. Baldwin and Trent M. Gardner of Goetz, Galik & Baldwin, P.C.,
as special counsels to pursue litigation of claims against Keldan
Corporation.

The Debtor previously employed Messrs. Baldwin and Gardner for the
evaluation of transfers disclosed in SOFA No. 10 to Keldan and to
Dan and Kelley Floyd in determining whether o pursue claims for
recovery of the transfers.

The hourly rates of the firm's personnel are:

          Mr. Baldwin                      $300
          Mr. Gardner                      $200

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

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.
Jon R. Binney, Esq., who has an office in Missoula, Montana,
represents the Debtor.  David Markette and Dustin Chouinard as
serves as the Debtor's special counsel.  There was no official
committee appointed in the Debtor's case.  The Company disclosed
$13,131,199 in assets and $7,278,420 in liabilities as
of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


RENASCENT INC: Court OKs Binney Law to Handle Reorganization Case
-----------------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana authorized Renascent, Inc., to employ Binney
Law Firm, P.C., as bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 13, 2010,
Binney Law is expected to, among other things:

     a. provide general counseling and representation before the
        Court in connection with the Debtor's bankruptcy case;

     b. prepare petition, schedules, and other filings;

     c. represent the Debtor in court hearings and at the meeting
        of creditors; and

     d. prepare the plan and disclosure statement.

Binney Law will be paid based on the hourly rates of its
personnel:

         Jon R. Binney                 $250
         Elizabeth Ries-Simpson        $200

Jon R. Binney, Esq., and Elizabeth Ries-Simpson, Esq., at Binney
Law, assured the Court that the firm is a "disinterested person,"
as that term is defined in section 101(14) of the Bankruptcy Code,
as modified by section 1107(b) of the Bankruptcy Code.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10- 62358) on Sept. 29, 2010.
Jon R. Binney, Esq., who has an office in Missoula, Montana,
represents the Debtor.  David Markette and Dustin Chouinard as
serves as the Debtor's special counsel.  There was no official
committee appointed in the Debtor's case.  The Company disclosed
$13,131,199 in assets and $7,278,420 in liabilities as of the
Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


RITE AID: Incurs $63-Mil. Net Loss in May 28 Quarter
----------------------------------------------------
Rite Aid Corporation reported a net loss of $63.08 million on
$6.39 billion of revenue for the 13 weeks ended May 28, 2011,
compared with a net loss of $73.68 million on $6.39 billion of
revenue for the 13 weeks ended May 29, 2010.

The Company's balance sheet at May 28, 2011, showed $7.50 billion
in total assets, $9.77 billion in total liabilities and a $2.27
billion total stockholders' deficit.

"We are pleased with the continued improvement in our results.  We
increased Adjusted EBITDA as we again grew same store sales and
further reduced operating costs," said John Standley, Rite Aid
president and CEO.  "Our sales initiatives continued to gain
traction with the number of members enrolled in our wellness+
customer loyalty program reaching nearly 40 million.
Prescriptions filled in comparable stores increased as customers
took advantage of our new pharmacy programs."

"We're also excited about the new wellness store format we piloted
during the quarter," Standley said.  "These totally revamped
stores offer expanded clinical services, hundreds of new products
that support health and wellness and our unique on-site Wellness
Ambassadors.  Even in these early stages, the customer response
has been extremely positive."

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

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


ROBINO-BAY COURT: Hires Flynn Company as Real Estate Broker
-----------------------------------------------------------
Robino-Bay Court Plaza, LLC, and Robino-Bay Court Pad, LLC, ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ The Flynn Company as real estate broker.

The Debtors seek to employ Flynn as real estate broker to market
for sale of the a pad site of vacant land located at the Bay Court
Plaza Shopping Center, 650 Bay Road, Dover, DE 19901 pursuant to
the terms set forth in the Listing Agreement.

Flynn will receive these fees:

   a. Sales At settlement, this commission will be paid to
      Flynn:

       i. A brokerage commission of 6% of the bid will be
          due at Settlement if the Reserve Bid of $700,000
          is met;

   b. Credit Bid should WSFS credit bid $700,000.00:

      i. A commission of $7,000, together with the incidental
         costs of transfer of title, will be paid to Flynn by
         WSFS.

   c. No Bid. In the event the Sale does not result in the
      property being sold:

      i. A payment of $5,000.00 will be paid to Flynn by WSFS
         for marketing fees.

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

                   About Robino-Bay Court Plaza

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12376) on July 28, 2010.  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
estimated its assets and debts at $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition (Case No. 10-12377) on July 28, 2010, estimating its
assets at $500,001 to $1 million and debts at $1 million to
$10 million as of the Petition Date.


ROTECH HEALTHCARE: Board Adopts Equity Award Plan
-------------------------------------------------
The Board of Directors of Rotech Healthcare Inc. adopted the
Rotech Healthcare Inc. Equity Award Plan, effective as of June 22,
2011, which amends and restates in its entirety the Rotech
Healthcare Inc. Common Stock Option Plan, as amended.  Following
is a summary of the changes under the newly amended and restated
Equity Award Plan:

     * The Equity Award Plan provides for the grant of stock
       options, stock appreciation rights, restricted stock,
       restricted stock units and other stock-based awards to
       eligible employees, consultants and directors of the
       Company and its affiliates.  The Prior Plan provided for
       the grant of stock options only.

     * The Equity Award Plan clarifies that if an award expires or
       becomes unexercisable without having been exercised in
       full, any shares subject to the award may be used again for
       new grants under the Equity Award Plan.  In addition,
       shares delivered or withheld to satisfy the exercise price
       or tax withholding obligation may subsequently be used for
       grants under the Equity Award Plan, and shares of
       restricted stock that are repurchased by the Company prior
       to vesting will become available for future grant under the
       Equity Award Plan.  The Prior Plan provided that any shares
       subject to a stock option that ceased to be subject thereto
       may be used again for new grants under the Prior Plan.

     * The vesting schedule for awards granted under the Equity
       Award Plan will be determined by the Board (or a duly
       authorized committee thereof) in its sole discretion and
       set forth in the applicable award agreement.  The Prior
       Plan provided for a specific vesting schedule for grants of
       stock options.

     * The Prior Plan is scheduled to expire on March 26, 2012.
       The Equity Award Plan extends the Company's ability to
       grant new awards thereunder until March 31, 2017.

     * The Equity Award Plan contains certain other miscellaneous
       provisions relating to plan administration, design and
       compliance that were not included in the Prior Plan.

The terms of the Equity Award Plan otherwise remain unchanged in
relation to the Prior Plan.

A full-text copy of the Rotech Healthcare Inc. Equity Award Plan
is available for free at http://is.gd/S3WjKe

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


RUDERMAN CAPITAL: Maguire Sued Over Ponzi-Funded Poker Winnings
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that  "Spider-Man" movie
star Tobey Maguire has been sued in California bankruptcy court
over $311,000 he allegedly won in illegal poker games from a hedge
fund manager who used money from a $44 million Ponzi scheme to
cover gambling losses.

Law360 relates that the suit, one of more than a dozen actions
originally filed in March and first reported Wednesday by Radar
Online and Star Magazine, seeks to claw back the money that
Beverly Hills hedge fund manager Bradley L. Ruderman allegedly
lost in secret, high-stakes poker games.

The Troubled Company Reporter on May 1, 2009, reported that the
Securities and Exchange Commission obtained a court order halting
a fraudulent scheme in Beverly Hills, Calif., in which investors
were coaxed into investing in two hedge funds that purportedly
held more than $800 million in assets when in fact the funds lost
money and have less than $1 million in assets.

The SEC alleged that Bradley L. Ruderman raised at least
$38 million from investors through his two hedge funds, Ruderman
Capital Partners and Ruderman Capital Partners A. Through fake and
misleading account statements, Ruderman assured investors that the
hedge funds had earned positive returns as high as 60% per year.
He falsely claimed that the funds held positions in well-known
securities such as Apple, Microsoft Corp., Qualcomm, and Wal-Mart
Stores, and he obtained money from at least one investor by
claiming that some prominent people were investors in his funds
when in fact they were not.

According to the SEC's complaint, filed in federal court in Los
Angeles, neither Ruderman nor his company and hedge funds are
registered with the SEC in any capacity.

The SEC alleged that Ruderman made at least one Ponzi-like payment
earlier this year when an investor requested a $750,000
withdrawal.  Only after receiving two $500,000 deposits from new
investors was Ruderman able to transfer funds out of the account
to pay the earlier investor.

The SEC's complaint also alleged that Ruderman lied to at least
one prospective investor by saying that Lowell Milken (chairman of
the Milken Family Foundation and Michael Milken's younger brother)
and Larry Ellison (CEO of Oracle Corporation) were investors in
the hedge funds.  The prospective investor went on to invest in
one of the hedge funds under the false impression that Milken and
Ellison were invested in them.

The Honorable Valerie Baker Fairbank, U.S. District Judge for the
Central District of California, granted the SEC's request for
emergency relief for investors, including an order temporarily
enjoining Ruderman, his company Ruderman Capital Management (RCM),
and the hedge funds from future violations of the antifraud
provisions and freezing their assets.  The Commission seeks
preliminary and permanent injunctions, disgorgement, and financial
penalties against the defendants.


SALON MEDIA: Director and CEO Richard Gingras to Resign
-------------------------------------------------------
Mr. Richard Gingras resigned from his position as the Chief
Executive Officer and Director of Salon Media Group, Inc.,
effective as of July 8, 2011.  Mr. Gingras is resigning to accept
a position at another company.  Mr. Gingras' resignation was not
related to any disagreement or dispute with the Company's
management or the other members of the Board of Directors of the
Company.  The Company anticipates that the Board of Directors of
the Company will appoint a successor to Mr. Gingras' offices in
the near future.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company's balance sheet at Dec. 31, 2010, showed $1.8 million
in total assets, $10.3 million in total liabilities, and a
stockholders' deficit of $8.5 million million.

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about Salon Media Group's ability to continue as
a going concern, following the Company's results for the fiscal
year ended March 31, 2010.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations and has an accumulated deficit of $105.8 million
at March 31, 2010.


SALPARE BAY: Plan Confirmation Hearing Set for Aug. 11
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon approved the
disclosure statement explaining Salpare Bay, LLC's plan of
reorganization on June 17, 2011.

The hearing on confirmation of the plan, at which testimony will
be received if offered and admissible, will be held on Aug. 11,
2011, at 9:30 a.m.  Objections to the plan must be filed seven
days prior to the hearing.

Prior to approval, the disclosure statement was amended to, among
other things, provide that Stoel Rivers, the creditor holding the
Common Fund Claim, will receive distributions of 30% of Net Income
generated by the Reorganized Debtor on a quarterly basis as early
as the quarter ending Dec. 31, 2012, and ending Dec. 31, 2017,
until its Allowed Claim is paid in full without interest.

After payment of the Allowed Common Fund Claim, Creditors holding
General Unsecured Claims will receive pro rata distributions of
30% of Net Income generated by the Reorganized Debtor on a
quarterly basis as early as the quarter ending Dec. 31, 2012.
However, it is unlikely that Allowed General Unsecured Claims will
begin receiving payments until the quarter ending March 31, 2017.
General Unsecured Claims will receive no less than 10% on their
Allowed General Unsecured Claims, but are projected to receive 29%
on their Allowed General Unsecured Claims.  Should the Court
determine that the Common Fund Claim of Stoel Rives should not be
classified separately from the General Unsecured Claims, then its
Allowed Claim will be treated as a General Unsecured Claim.  In
that event, the anticipated distribution to all General Unsecured
Claims is projected to be higher than 29%.

A redlined version of the Third Amended Disclosure Statement,
dated June 14, 2011, is available for free at:

             http://ResearchArchives.com/t/s?7651

                        About Salpare Bay

Vancouver, Washington-based Salpare Bay LLC operates a
condominium.  Salpare Bay filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 10-35333) on June 7, 2010.
Tara J. Schleicher, Esq., who has an office in Portland, Oregon,
represents the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.

A creditors committee has not been appointed in this case.


SECURESOLUTIONS LLC: Plan Would Hand Majority Stake to Competitor
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that more than five years after
getting involved with a fraud-tinged company that it blames for
its financial distress, SecureSolutions LLC unveiled its
reorganization plan, which would give a competitor a majority
stake in the restructured business.

SecureSolutions, LLC, sought Chapter 11 protection (Bankr. D. Del.
Case No. 11-11581) on May 23, 2011.  Adam Hiller, Esq., at Hiller
& Arban, LLC, in Wilmington, Delaware, serves as counsel to the
Debtor.  The Debtor estimated up to $1 million in assets and $1
million to $10 million in liabilities.

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/deb11-11581.pdf


SHAMROCK-SHAMROCK: U.S. Trustee Wants Case Dismissed or Converted
-----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to dismiss or
convert the Chapter 11 case of Shamrock-Shamrock, Inc., to one
under Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee, the U.S. Trustee analyst assigned
to the case, reviewed the documents and information provided by
the Debtor in preparation for the Initial Debtor Interview.  In
her review, she noticed that all of the proofs of information
provided referenced insurance that had already expired.

The analyst also discovered that over half of the pieces of
real property still do not appear to be insured.  As of the date
of the motion, June 13, 2011, the Debtor has not provided proof of
insurance on at least 37 individual pieces of the real property.

The U.S. Trustee explains that the required documents are
necessary to ensure the Debtor and the estate, and by extension
the creditors, are protected.

The U.S. Trustee's attorneys can be reached at:

         Timothy S. Laffredi, Esq.
         Office of the United States Trustee
         U.S. Department of Justice
         135 W. Central Blvd., Suite 620
         Orlando, FL 32801
         Tel: (407) 648-6301, Ext. 130
         Fax: (407) 648-6323
         E-mail: timothy.s.laffredi@usdoj.gov

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHAMROCK-SHAMROCK: Taps Kimberly B. Rezanka to Handle Domain Suit
-----------------------------------------------------------------
Shamrock-Shamrock, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Kimberly B.
Rezanka at Dean Mead to provide legal services relating to the
pending claim against the City of Daytona Beach.

The representation of the Debtor is limited to the suit pending in
the Circuit Court of Volusia County, Florida, related to an
eminent domain/taking action filed by the Debtor against the City.
The suit has been pending for 18 months and may produce a
significant return for the Debtor.  The funds will be used to pay
unsecured creditors and future expenses or secured payment related
to the chapter 11 plan of the Debtor.

The principal of the Debtor, Patrick Sullivan, has agreed to pay
all the fees and costs incurred in the representation of the
Debtor.  The compensation for the representation will comprise of
attorneys fee, not to exceed $325 per hour, and all reasonable
fees and costs.

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

Ms. Rezanka can be reached at:

         Kimberly B. Rezanka, Esq.
         8240 Deereux Drive, Suite 100
         Mebourne, FL 32940

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SKINNY NUTRITIONAL: Investors to Purchase $2.14MM Common Shares
---------------------------------------------------------------
Skinny Nutritional Corp., as of June 16, 2011, has received
subscriptions from certain accredited investors pursuant to which
the investors agreed to purchase from the Company an aggregate of
$2,149,400 of shares of Common Stock, par value $0.001 per share
of the Company.

                         Private Placement

As previously reported, in March 2011, the Company commenced a
private offering on a "best efforts" basis pursuant to which it is
offering an aggregate amount of $2,000,000 of shares of common
stock at $0.03 per share of common stock, plus an oversubscription
right of up to $500,000 of additional shares of common stock.  The
total proceeds derived from this offering as of June 16, 2011, are
$2,149,400, for a total of 71,646,667 shares of common stock.  One
of the investors in the private placement is Mr. Francis W. Kelly,
a member of the Company's Board of Directors.  This investor
purchased 1,000,000 shares of Common Stock in the Offering for a
total purchase price of $30,000, upon the same terms as the other
investors.  In addition, another investor in the offering is Mr.
Jon Bakhshi, who is the beneficial owner of in excess of 5% of the
Company's common stock.  This investor purchased 10,000,000 shares
of Common stock in the offering for a total purchase price of
$300,000, upon the same terms as the other investors.

Net proceeds from those sales, after payment of offering expenses
and commissions, are approximately $2,120,000.  The Company
intends to use the proceeds from the Offering for working capital
and general corporate purposes.  The Company agreed to pay
commissions to registered broker-dealers that procured investors
in the Offering of 10% of the proceeds received from such
purchasers and to issue such persons such number of shares of
restricted common stock as equals 5% of the total number of shares
of Common Stock sold in the Offering to investors procured by
them.

                      Restricted Stock Awards

On June 16, 2011, the Company approved the issuance of 10,000,000
restricted shares of common stock to Mr. Bakhshi, under his
consulting agreement with the Company due to his performance of
additional strategic services, as contemplated under the
consulting agreement.

On June 17, 2011, the Company granted 2,000,000 shares of
restricted stock to each of its three non-employee directors,
Messrs. John J. Hewes, Francis Kelly and Michael Zuckerman, in
consideration of their service on the board of directors.

Further, on June 17, 2011, the Company's Board of Directors
granted additional shares of common stock to Mr. Michael Salaman
and Mr. Donald J. McDonald in consideration of their agreements to
individually personally guarantee the Company's obligations to its
secured lender, United Corporate Finance, Inc., under the
Company's factoring agreement.  The Company's Board, following its
consideration of the highest loan balance under the factoring
agreement of approximately $1,356,000, and the current market
price of the Company's common stock, determined to grant each of
Mr. Salaman and Mr. McDonald 20,601,383 shares of Common Stock in
consideration of such guarantees.  The Board further determined
that to the extent that Messrs. Salaman and McDonald are required
to individually personally guarantee additional obligations under
the factoring agreement, the Board may determine to further award
them additional shares of common stock in consideration of such
guarantees.

Effective as of June 17, 2011, the Company's board of directors
authorized the Company to enter into amendments to its employment
agreements with Mr. Michael Salaman, its Chairman and Chief
Executive Officer and Mr. McDonald, its Chief Financial Officer
and member of the board of directors.  The amendments to the
employment agreements, which are subject to execution by the
Company and the Executives, will provide for a $100,000 increase
in the base salary payable to each of the Executives per annum
during the terms of their employment agreements.  Further, the
amendments will provide that the foregoing salary increases are
payable in shares of common stock based on the fair market value
of the Company's common stock on the date of execution of such
amendments.

Further, on such date, the Board determined to name Mr. McDonald
as Vice-Chairman of the Company's board of directors, in addition
to his other positions with the Company.

On June 20, 2011, the Company's board of directors approved the
issuance of 14,340,000 restricted shares of common stock to
certain employees, including the Company's Chief Executive Officer
and Chief Financial Officer.  The issuance of such shares of
common stock is subject to the execution by the Company and the
covered employees of agreements consenting to the cancellation of
certain common stock purchase options in consideration of the
receipt of the award of restricted shares of common stock.  The
total number of options covered by this arrangement is 17,925,000
employee stock options which were previously granted by the
Company under its 1998 Employee Stock Option Plan.  Of this
amount, the Company's Chief Executive Officer holds 9,000,000
options and the Company's Chief Financial Officer holds 8,000,000
options.  Upon consummation of this arrangement, the Company's
Chief Executive Officer would receive 7,200,000 restricted shares
of common stock in consideration of the surrender of 9,000,000
options and the Company's Chief Financial Officer would receive
6,400,000 restricted shares of common stock in consideration of
the surrender of 8,000,000 options.

                     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 $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, 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.

The Company's balance sheet at March 31, 2011, showed $1.97
million in total assets, $4.26 million in total liabilities, all
current, and $2.29 million stockholders' deficit.


SOUTH PADRE: Plains Capital to be Paid From Sale of Property
------------------------------------------------------------
South Padre Investment, LP, filed with the U.S. Bankruptcy Court
for the Southern District of Texas on June 22, 2011, a disclosure
statement describing its Plan of Reorganization.

The Debtor's Plan contemplates selling real assets as needed, to
service secured debt or eliminate secured debt.  All creditors
with claims against the Debtor will receive distributions from the
Debtor's operation and the Debtor's estate.

The Plan designates 6 Classes of Claims.

Except for Classes 1 & 2, all Classes are impaired under the Plan.
As described in the Plan, Debtor will be revested with the
property of the estate after the Plan is confirmed and the
revested Debtor will continue to operate the business of Debtor
and attempt to sell assets of the estate.  The revested Debtor
will not be entitled to any distributions, other than ordinary
salaries and wages to employees and business expenses, under the
Plan until such time as the allowed claims of the creditors in
Classes 1 through 6 have been paid.

The Class 3 Claim of Plains Capital Bank, owed $4,600,000, will be
paid in full when the property is sold, which is anticipated to
occur within one (1) year from the date of confirmation.  In the
event the property is not sold within one year from the date of
confirmation, the Debtor will voluntarily surrender the property
to the secured creditor or alternatively obtain financing from
another source to eliminate the debt of this secured creditor.

A copy of the Disclosure Statement is available at:

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

South Padre Investment, LP, is engaged in real estate investment.
The Company filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 11-20056) on Jan. 29, 2011, in Corpus Christi, Texas.  Judge
Richard S. Schmidt presides over the case. James S. Wilkins, Esq.,
at Willis & Wilkins, in San Antonio, Texas, serves as bankruptcy
counsel to the Debtor.  The Debtor disclosed $17,266,680 in assets
and $4,722,882 in liabilities as of the Petition Date.


SOUTHEASTERN CONSULTING: Court OKs Employment of Berger Singerman
-----------------------------------------------------------------
The U.S. Bankruptcy Court Northern District of Florida has
approved based Southeastern Consulting & Development Company,
Inc.'s application to employ Berger Singerman, P.A. as counsel.

As reported in the Troubled Company Reporter on June 3, 2011,
Southeastern Consulting & Development Company, Inc., seeks
authority from the Bankruptcy Court to employ Brian G. Rich, Esq.,
and the law firm of Berger Singerman, P.A., as its counsel.  Among
other things, the firm will represent the Debtor in negotiations
with their creditors and in the preparation of a plan of
reorganization.

The current hourly rates for the attorneys at Berger Singerman
range from $225 to $625.  The current hourly rate of Brian G.
Rich, Esq., the shareholder who will be principally responsible
for Berger Singerman's representation of the Debtor, is $465.  The
current hourly rates for the legal assistants and paralegals at
Berger Singerman range from $75 to $195.

On May 17, 2011, Berger Singerman received a $25,000 retainer from
the Debtor, which was deposited into the firm's trust account.

Mr. Rich, Esq., attests that Berger Singerman does not represent
any interest adverse to the Debtor.

                About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  In its petition, the
Debtor estimated $50 million to $100 million n both assets and
debts.  The petition was signed by Louis S. Weltman, the
president.

Robert A. Soriano, Esq. -- sorianor@gtlaw.com -- at Greenberg
Traurig, represents creditor Branch Banking and Trust Company.


SOUTHEASTERN CONSULTING: U.S. Trustee Unable to Form Committee
--------------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Southeastern Consulting &
Development Company, Inc., have expressed interest in serving on a
committee.

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

                 About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  In its petition, the
Debtor estimated $50 million to $100 million n both assets and
debts.  The petition was signed by Louis S. Weltman, the
president.

Robert A. Soriano, Esq. -- sorianor@gtlaw.com -- at Greenberg
Traurig, represents creditor Branch Banking and Trust Company.


STERLING CHEMICALS: Moody's Reviews 'B3' Rating for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Sterling Chemicals, Inc.'s
ratings under review for possible upgrade, including the B3
Corporate Family Rating and other debt ratings (see list below).
The review is prompted by the announcement that the Boards of
Eastman Chemical Company (Eastman -- Baa1 senior unsecured) and
Sterling approved a definitive merger agreement under which
Eastman will acquire all of the outstanding equity of Sterling
Chemicals for $100 million in cash, subject to certain adjustments
as provided in the merger agreement. Under the terms of the
transaction, the holders of Sterling Chemicals' common stock will
receive $2.50 per share in cash. Eastman will be the surviving
entity in the merger. The transaction has no impact on Eastman's
ratings or outlook.

The total transaction value of $100 million does not include $150
million of Sterling's debt due in 2015. Neither company has
indicated publicly the plans for the debt at Sterling,
notwithstanding the presence of a redemption/call provision nor a
change of control put. The merger is conditioned upon, among other
things, the approval of Sterling's shareholders, the receipt of
regulatory approvals and other customary closing conditions.
Assuming the satisfaction of these conditions, the transaction is
expected to close by the end of September 2011. Moody's review of
Sterling's ratings will consider the nature and structure of the
acquisition financing and the implications, if any, for Sterling's
debt.

Specifically, Moody's review will focus on whether Eastman will
guarantee Sterling's debt and, if not, the imputed support and
ratings uplift attributable to Eastman. If the Sterling's debt is
not guaranteed or redeemed, Moody's will also consider the level
of financial disclosure available in order to maintain a rating on
Sterling following the acquisition. In an 8-K filed by Sterling
with the SEC it was disclosed that "The Merger Agreement also
contemplates the redemption of all of the outstanding 10.25%
Senior Secured Notes due 2015 issued by Sterling following the
closing of the Merger." Upon such redemption Sterling's ratings
would likely be withdrawn.

Ratings placed on review for possible upgrade:

   Issuer: Sterling Chemicals, Inc.

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

   -- Senior Secured Notes due 2015, B3

Outlook Actions:

   Issuer: Sterling Chemicals, Inc.

   -- Outlook, Changed To Rating Under Review -- Possible Upgrade
      from Negative

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

Headquartered in Houston Texas, Sterling is a producer of selected
petrochemicals used to manufacture a wide array of consumer goods
and industrial products throughout the world. The company's
primary products are currently acetic acid and plasticizers.
Revenues for the LTM period ended March 31, 2011 were $99 million.


STERLING ESTATES: Has Access to Orix Cash Collateral Until June 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a stipulation authorizing Sterling Estates (Delaware),
LLC to use the cash collateral until June 30, 2011.

A further hearing on the Debtor's request for cash collateral use
is set for June 30, at 10:30 a.m.

The stipulation was entered between the Debtor and Orix Capital
Markets LLC, as special servicer for Wells Fargo Bank, N.A., not
individually but solely as Trustee for Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2003-2.

The stipulation provides for:

   -- the amounts outstanding under the prepetition loan documents
      are principal of $36,265,672 plus unpaid interest, costs,
      expenses and other charges thereon;

   -- payment to the special servicer excess cash collateral in
      the amount of $50,000;

   -- as adequate protection to the trust, grant replacement liens
      upon the same property and assets which secured prepetition
      obligations; and

   -- make the regular monthly payments to the trust.

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 10-22319) on May 17, 2010.  Eugene
Crane, Esq., at Crane Heyman Simon Welch & Clar, represents the
Debtor.  The Company estimated assets at $50 million to $100
million and debts at $10 million to $50 million.


STRATEGIC AMERICAN: Incurs $8.5-Mil. Net Loss in Fiscal Q3
----------------------------------------------------------
Strategic American Oil Corp. announced results for the third
quarter of 2011.  Revenue for the third quarter totaled $1.26
million as compared with $0.12 million for the third quarter of
2010.  Production volumes in the third quarter were 12.3 MBbls of
oil and 13.8 MMcf of natural gas, or 14.5 MBoe.  This compares
with 1.6 MBbls of oil and 3.5 MMcf of natural gas, or 2.2 MBoe for
the third quarter of 2010.  In the third quarter of 2011, the
average sales price per barrel of oil was $98.03 and $4.03 per
MMBtu for natural gas, as compared with $66.67 per barrel and
$4.99 per MMBtu, respectively for the third quarter of 2010.  The
primary reason behind the increase in revenue is the additional
production from the newly acquired Galveston Bay Energy, LLC.  Oil
prices increased 47% and gas prices decreased 19% from 2010
levels.  During 2011, oil accounted for 84% of the production
volumes and 95% of the revenue.

Total lease operating expense for the third quarter totaled $0.65
million versus $0.11 million for the third quarter of 2010.  The
$0.55 million increase reflects the newly acquired assets of GBE.
Cash G&A expense totaled $0.61 million for the third quarter of
2011 versus $1.09 million for the third quarter of 2010.  The
$0.48 million decrease reflects a continued focus on cost controls
while still growing production.

Net loss totaled $8.5 million for the third quarter of 2011 and
$2.4 million for the third quarter of 2010.  Net loss per share,
both basic and fully diluted, for the quarter was $0.05, based on
162.6 million weighted average shares outstanding as compared with
a loss of $0.05 per share in the third quarter of 2010 with 49.5
million weighted average shares outstanding.  The increased
outstanding common shares are associated with the private
placement of common stock completed to fund the acquisition of
GBE.

As of the end of the quarter, the Company had $4.7 million in
available cash, which included $0.55 million in cash on hand and
$4.2 million in available credit from our $5 million bank line.
The revolving bank line is partially drawn at $0.86 million with a
maturity of March of 2012.  The Company also had $6.7 million in
restricted cash as collateral for P&A bonds.

Jeremy G. Driver, President and Chief Executive Officer stated,
"Since completing our recent acquisition we are now in a better
financial position and anticipate implementing our aggressive
growth strategy which will include further acquisitions, increased
production from existing fields, new waterflood projects, a more
extensive drilling program and a new investor awareness campaign."

Mr. Driver went on to say, "My family and I have made significant
investments into Strategic American Oil with a strong belief in
the opportunity for continued growth. We are committed to helping
the company achieve its objectives and deliver stellar returns for
all shareholders."

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SULPHCO INC: Announces Amendment to and Exercise of Warrants
------------------------------------------------------------
SulphCo, Inc., agreed to amend certain warrants to acquire up to
11,895,098 shares of SulphCo common stock held by two
institutional investors to (i) reduce the exercise price to $0.02
per share and (ii) where applicable to make the Warrants
immediately exercisable.  In return, the Investors agreed to
immediately exercise the Warrants to acquire 5,947,549 or 50% of
underlying shares.  After fees and expenses, net proceeds to the
Company will be approximately $102,000.

The transaction will close on or before June 23, 2011, subject to
customary closing conditions.  The offering is being conducted
pursuant to a shelf registration statement declared effective by
the Securities and Exchange Commission on Oct. 20, 2010.  A
prospectus supplement related to these securities will be filed
with the Securities and Exchange Commission.

                        About SulphCo, Inc.

Houston-based SulphCo -- http://www.sulphco.com/-- has developed
a patented safe and economic process employing ultrasound
technology to alter the molecular structure of liquid petroleum
streams.  The overall process is designed to "upgrade" the quality
of liquid petroleum streams by modifying and reducing the sulfur
and nitrogen content to make those compounds easier to process
using conventional techniques, as well as reducing the density and
viscosity.

In the June 3, 2011, edition of the TCR, Dow Jones' DBR Small Cap
reports that SulphCo Inc. said it's running out of cash and might
have to launch a bankruptcy filing if it can't nab new financing
"in the immediate future."  SulphCo Inc. is an energy technology
company.


SUNNYSLOPE HOUSING: Wants Property Turnover, Cash Collateral Use
----------------------------------------------------------------
Sunnyslope Housing Limited Partnership asks the U.S. Bankruptcy
Court for the District of Arizona for permission to employ Dunlap
& Magee Property Inc. to manage its multi-unit housing development
after turnover by the receiver.

The Debtor owns a 150-unit apartment complex known as The Hacienda
at Sunnyslope dba Pointe Del Sol Apartments, located at 726 W.
Vogel Avenue in Phoenix, Arizona.

The Debtor will compensate D&M for its services on a monthly basis
in an amount equal to 4% of the gross collections of rent at the
property or $3,000, whichever is greater, plus applicable tax.

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

           Turnover of Property and Cash Collateral Use

The Debtor also asks the Court to compel the turnover of the
property and all cash accounts, and records related to the
property from PEM Real Estate Group, a state-court appointed
receiver.

The Debtor relates that the receiver's operation of the property
has been inconsistent with its obligation to operate the property
as an affordable housing development under the terms of LURA and
the property restrictions of record.

The Land Use Restriction Agreement (LURA) requires the property to
be operated as an affordable housing development and provides the
legal basis for approximately $5,400,000 in low income housing tax
credits that are available to the Debtor over a period of 10
years.

The Debtor further asks the Court to authorize its use of the cash
collateral to operate and maintain the property.

Financing for the development of the property was provided by
multiple sources of public and private funding from HUD, the City
of Phoenix Housing Department, the Arizona Department of Housing,
and an affiliate of the Royal Bank of Canada.

HUD Financing was provided in the form of HUD's insuring an
$8,500,000 loan by Capstone Advisors, LLC.  In September 2010, HUD
transferred the Capstone loan and its interest in the loan
documents to First Southern National Bank of Kentucky for
$5,050,186.

The City of Phoenix provided additional financing totaling
$3,000,000.

The State of Arizona Department of Housing provided a $500,000
state housing trust fund loan.

The Debtor relates that the receiver has been in control of the
property since his appointment in October 2010.  The Debtor adds
that it is disadvantaged in the sense that it does not have a
current understanding of the monies held, the expenses incurred
and paid since his appointment, or the operating income or
expenses to be generated at the property going forward.

The Debtor is informed that as of April 30, 2011, the receiver was
holding at least $50,000 of the cash collateral.

The Debtor relates that the use of the cash collateral will
provide adequate protection to First Southern as to its interests
in the property.

However, in order to successfully take over the property and to
facilitate D&M's management and operation of the property, the
Debtor must have immediate turnover and use of all cash
collateral.

                  About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.  Engelman Berger, P.C.,
serves as counsel to the Debtor.  The Company disclosed $4,357,438
in assets and $18,074,818 in liabilities as of the Chapter 11
filing.

No trustee, examiner, or official committee of unsecured creditors
has been appointed to date.


SUNNYSLOPE HOUSING: Receiver Taps Quarles & Brady as Counsel
------------------------------------------------------------
Paul Mashni, the Court-appointed receiver in the estate of
Sunnyslope Housing Limited Partnership, asks the U.S. Bankruptcy
Court for the District of Arizona for permission to retain
Quarles & Brady LLP as his counsel.

Q&B will assist the receiver in carrying out his duties under the
receivership order and to represent the receiver in the Bankruptcy
Case.

To the extent the Debtor's turnover application is denied, Q&B and
the receiver reserve the right to seek payment of a retainer from
rents arising from cash held by the receiver.  On the other hand,
if turnover is ordered, the Q&B and the receiver reserves the
right to ask the Court to permit the receiver to hold back a
sufficient amount of cash to wind up the affairs of the
receivership estate, including (without limitation) completing and
filing a final accounting, paying attorneys' fees, costs, and
expenses, and other receivership expenses in accordance with
the receivership order.

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

The firm can be reached at

         Brian Sirower, Esq.
         Robert P. Harris, Esq.
         QUARLES & BRADY LLP
         E-mail: brian.sirower@quarles.com
                  robert.harris@quarles.com

                  About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.  Engelman Berger, P.C.,
serves as counsel to the Debtor.  The Company disclosed $4,357,438
in assets and $18,074,818 in liabilities as of the Chapter 11
filing.

No trustee, examiner, or official committee of unsecured creditors
has been appointed to date.


TAWK DEVELOPMENT: Aviva Opposes Plan Exclusivity Extension
----------------------------------------------------------
Secured creditor and party-in-interest, Aviva Real Estate
Investors (Falcon Landing), LLC, asks the U.S. Bankruptcy Court
for the District of Nevada to deny Tawk Development, LLC's request
for an extension of its exclusive period to propose and solicit
acceptances for a Chapter 11 plan.

Aviva serves as successor in interest to Aviva Life and Annuity
Company formerly known as Amerus Life Insurance Company.  Aviva is
the largest creditor in the Debtor's case.

The Debtor filed a mot ion asking that the Court extend its
exclusive right to file and solicit acceptances for the proposed
plan until June 30, 2011, and Oct. 28, respectively.

Aviva said it agreed to an extension of exclusivity through May
31, to facilitate additional discussions regarding a potential
plan.

To date, Aviva and the Debtor have not come to any agreement, and
neither Aviva, nor any other party, know what plan the Debtor will
file.  Aviva explains that the Court must not determine whether
awarding the Debtor over 10 months of exclusivity will facilitate
moving this case toward a fair and equitable resolution before the
Court and parties have seen the Debtor's filed plan.

Accordingly, Aviva requests that the Court deny the Debtor's
request to extend its solicitation period.  Aviva stresses that
after a plan is filed, the Debtor can request a further extension
of exclusivity to solicit votes on such plan.  That way Aviva and
the Court can evaluate whether there is a basis for any further
extension of exclusivity or whether the case will benefit from the
expiration of exclusivity.

                    About Tawk Development, LLC

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $22,747,153 in assets and $21,263,119 in
liabilities as of the Chapter 11 filing.


TAYLOR BEAN: Former Chairman Farkas' Sentencing on Thursday
-----------------------------------------------------------
Marie Beaudette, writing for Dow Jones' Daily Bankruptcy Review,
reports that Lee Farkas, the former chairman of Taylor, Bean &
Whitaker Mortgage Corp., is slated to be sentenced on Thursday.

DBR reports that federal prosecutors want Mr. Farkas to spend the
rest of his life in jail, and on Thursday filed court papers
urging Judge Leonie M. Brinkema of the U.S. District Court in
Alexandria, Va., to impose the statutory maximum sentence of 385
years.

In April, a jury found Mr. Farkas guilty of 14 counts of
conspiracy and bank, wire and securities fraud.  DBR reports that
Mr. Farkas, who pleaded not guilty to the charges, wants to appeal
the verdict, according to his attorney, William B. Cummings.

Mr. Cummings called the proposed sentence "too high."

                     About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEE INVESTMENT: Terrence Daly Appointed as Receiver for Property
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
the appointment of Terrence S. Daly as receiver of the real
property that is the sole asset of Tee Investment Company.

Secured Creditor WBCMT 2006-C27 Plumas Street, LLC asked the Court
to authorize the receiver to maintain his position, powers and
duties as court appointed receiver in the Debtor's bankruptcy
estate, and excusing the receiver from compliance with the
turnover requirements.

According to WBCMT the Debtor intended to accomplish two goals:
(1) thwart the trustee's sale on the Debtor's sole asset --
certain real property commonly known as 6155 Plumas Street, Reno,
Nevada, and (2) displace the receiver, who was appointed to
manage, repair and maintain the property following extensive
mismanagement and misconduct by the Debtor's principal, Nathan
Topol.

The property, an apartment complex known as Lakeridge Apartments
West, is fully encumbered by secured creditor's lien.  The total
amount due under the loan is approximately $13.4 million, while
secured creditor believes that the fair market value of the
property is approximately $12 million.

The receiver will continue in possession, custody and control of
the property comprising the receivership estate, and of all
proceeds, product, offspring, rents, or profits from the property.
The receiver is authorized to the receiver's fees and expenses and
do all other things authorized by the State Court's order.

The receiver will serve as counsel for the Debtor, but need not
file in the bankruptcy case, his monthly reports that are required
by the State Court's order.

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TEMPUS RESORTS: Gets Final OK to Obtain $6 Million DIP Loan
-----------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, on a final basis, Tempus
Resorts International, Ltd., et al., to obtain $6 million
postpetition financing from Resort Finance America, LLC, and
Tempus Acquisition, LLC.

The Debtors would use the money to fund their Chapter 11 case.
The Debtors' DIP financing will terminate upon the effective date
of their confirmed First Amended Joint Plan of Reorganization.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders liens,
security interests and superpriority claims.

As reported in the Troubled Company Reporter on Nov. 25, the DIP
facility will incur interest at 10% per annum.  In the event of
default, the Debtors will pay an additional 2% default interest
per annum.

                      About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. Estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TORTILLA INC: Judge OKs Sale of 2 Restaurants to Synergy
--------------------------------------------------------
A bankruptcy judge approved the sale of the two remaining
locations of Garduno's Restaurants for $1.75 million, according
KRQE.com.  The report says the new owner also gets the liquor
licenses, recipes, and logos.  The winning company, Synergy
Ventures Inc., also operates Keva Juice.

                   About Garduno's Restaurant

Garduno's Restaurant -- http://www.gardunosrestaurants.com/--
operates a chain of restaurants.

Tortilla, Inc., doing business as Garduno's of Mexico, and parent
of Garduno's Restaurant, filed a Chapter 11 petition (Bankr. D.
New Mexico Case No. 10-10966) on March 1, 2010.  Daniel J. Behles,
Esq., at Cuddy & McCarthy, LLP, in Albuquerque, New Mexico, serves
as counsel to the Debtor.  The Debtor estimated assets and debts
of $1,000,001 to $10,000,000 as of the Chapter 11 filing.


TRAILER BRIDGE: Nancy Parker Discloses 23.1% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Nancy McLean Parker and her affiliates
disclosed that they beneficially own 2,773,923 shares of common
stock of Trailer Bridge, Inc., representing 23.1% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/KpLP5T

                        About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$109.11 million in total assets, $119.59 million in total
liabilities, and a $10.48 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook
is developing," S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRANS-LUX CORP: Board OKs Comprehensive Restructuring Package
-------------------------------------------------------------
Trans-Lux Corporation announced a proposed complete financial
restructuring and re-capitalization of the Company.  Trans-Lux
President and Chief Executive Officer J.M. Allain made
the announcement.  "For over a year now we have worked with our
debt holders to create a positive and viable way forward.  Over
the next few weeks we will be in communication with all parties in
order to seek acceptance of the proposed restructuring package in
its entirety.  The acceptance of the terms of the restructuring
plan by our creditors would allow us to avoid a bankruptcy
solution," said Mr. Allain.

"Throughout this process we have continued to improve every aspect
of the Company through carefully orchestrated and comprehensive
initiatives including significant cuts in SG&A, a significant
reduction in raw material costs, consolidation of manufacturing
facilities and the recruitment of top notch senior staff,"
continued Mr. Allain.  "The proposed restructuring will allow
our new team the ability to close and deliver on new and exciting
partnerships in the business, media and entertainment arenas."

The Company also announced that it has raised an aggregate of
$650,000 via the issuance of a 4% Promissory Note that is due and
payable on June 16, 2012, which Note is secured by a mortgage on a
parcel of land owned by a subsidiary of the Company located in
Silver City, New Mexico.  In connection with the issuance of
the Note, the subscriber received a five-year warrant to purchase
1,000,000 share of Common Stock of the Company at an exercise
price of $1.00, subject to adjustment as provided in the warrant.

Trans-Lux Corporation's history of innovation dates back to 1920
and boasts over 100,000 installations worldwide.  Over the years,
the Company has built a global reputation as a recognized leader
in digital signage solutions for numerous markets including sports
and entertainment, financial, gaming, commercial, education,
government and leasing.  Trans-Lux continues to evolve with new
business propositions and technologies that deliver the ultimate
viewing experience.  The Company's dynamic new management team has
assembled a completely innovative product portfolio that includes
TL Vision LED Large Screen Systems, TL InfoVision LED Digital
Displays, Fair-Play Scoreboard systems, and TL Energy LED Lighting
Solutions.  Trans-Lux's portfolio of end-to-end solutions unlocks
a whole new realm of new business development opportunities.

               TL Vision LED Large Screen Systems

Trans-Lux branded TL Vision LED Large Screen Systems deliver
bright, high resolution images with breathtaking clarity.  LED
pitches range in size from 3mm to 45mm and can be configured in
virtually any size and shape for indoor or outdoor use.  The
Company's groundbreaking 3mm LED display is ideal for high
resolution applications with image quality that rivals HD flat
screen displays - but with the ability to be customized to meet
the most demanding installations.  For added value and
convenience, the high resolution LED displays and control
systems complement existing Trans-Lux displays.

                TL InfoVision LED Digital Displays

Trans-Lux branded TL InfoVision LED Digital Displays are available
in virtually any size, shape and configuration for any indoor and
outdoor application.  From turnkey multi-screen LED display
systems, time and temperature and price changer LED digital
displays to single line tickers capable of displaying full-color
animated or monochrome alphanumeric content, TL InfoVision LED
solutions deliver outstanding clarity and brightness.  Trans-Lux
also offers a selection of controllers and interfaces to stream
live data from virtually any content provider, as well as software
solutions that make it easy for customers to customize content on-
site.

                      Fair-Play Scoreboards

Trans-Lux's Fair-Play branded Data Walls and Scoreboard Systems
are by far the industry's leading line of digital displays for
schools and universities, casino sports books and financial
institutions.  The Company has further expanded the Fair-Play
line-up to include TL Vision LED Large Screen Displays, along with
a new line of hand-held remote control solutions with the
industry's first 100% guarantee.

                 TL Energy LED Lighting Solutions

Trans-Lux offers a comprehensive line of innovative LED lighting
solutions under the newly established TL Energy brand.  These
innovative LED lighting products provide facilities and public
infrastructure with "green" lighting solutions that deliver a
tremendous return on investment and virtually pay for themselves.
They emit less heat, conserve energy and enable creative lighting
effects.  The TL Energy LED Lighting products include a wide array
of LED commercial and street lighting solutions, as well as LED
replacement bulbs that fit into existing fixtures.

                    About Trans-Lux Corporation

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

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

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

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


TRANT MANOR: Court Dismisses Chapter 11 Case
--------------------------------------------
Judge Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California (San Diego) dismissed Trant Manor,
LLC's Chapter 11 case.

The ruling came after the Debtor filed a motion seeking dismissal
of its Chapter 11 case as provided for under its settlement
agreement with City National Bank, its lender.

The Chapter 11 case was filed on July 31, 2010, in order to
prevent a foreclosure sale of the Debtor's sole asset, an inn in
Coronado known as the 1906 Lodge.  The foreclosure sale was
scheduled by the Bank.  The Debtor and certain individuals who
guaranteed the loan from the Bank have entered into a settlement
agreement with City National Bank.

According to the Debtor, the Settlement Agreement contemplated the
dismissal of the bankruptcy case and the possible refinancing of
the Debtor's real property.  The Debtor also said dismissal is in
the best interests of creditors given that approximately 95% of
the unsecured claims in its case are claims held by parties to the
Settlement Agreement who are Guarantors or affiliates of
Guarantors.

In granting the dismissal request, Judge Mann also directed the
Debtor to pay the U.S. Trustee's fees for the second quarter of
2011 and pay its counsel, Vanderhoff Law Group, $40,837 for fees,
$1,856 for reimbursement of expenses, and up to $2,500 for
services rendered for preparation of the fee application and
order.  The U.S. Trustee previously objected to the dismissal
request to the extent the U.S. Trustee's administrative expense
claims against the Debtor for the second quarter of 2011 are not
paid.

The U.S. Trustee also requested that the dismissal request be
approved subject to the Debtor's filing all applicable monthly
operating reports.  To address the U.S. Trustee's objection, Judge
Mann directed the Debtor to submit a final operating report for
the period May 1 to 26, 2011.

                      About Trant Manor, LLC

Coronado, California-based Trant Manor, LLC, owns an inn in
Coronado known as the 1906 Lodge.  The Debtor filed for Chapter 11
bankruptcy protection on July 31, 2010 (Bankr. S.D. Calif. Case
No. 10-13663).  Alan Vanderhoff, Esq., at Vanderhoff Law,
represents the Debtor as counsel.  In its schedules, the Debtor
disclosed $10,453,395 in assets and $9,488,580 in debts as of the
Petition Date.

The Chapter 11 case was dismissed on May 26, 2011.


TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 64.75 cents-on-the-
dollar during the week ended Friday, June 24, 2011, a drop of 1.88
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank loan.  The loan is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIUS THERAPEUTICS: Files Form S-1; Registers 6.4MM Common Shares
-----------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the the sale of an aggregate of 6,412,500 shares of the Company's
common stock, $0.0001 par value per share, by New Emerging Medical
Opportunities Fund LP, et al., including their transferees,
pledgees, donees or successors.  The common stock covered by the
prospectus consists of 4,750,000 shares of common stock and
1,662,500 shares of common stock issuable upon exercise of
outstanding warrants issued in a private placement transaction
that closed on May 31, 2011.

The selling stockholders may sell their shares of common stock
from time to time at market prices prevailing at the time of sale,
at prices related to the prevailing market price, or at negotiated
prices.  The Company will not receive any proceeds from the sale
of common stock by the selling stockholders, other than as a
result of the exercise of warrants held by the selling
stockholders for cash.

No underwriter or other person has been engaged to facilitate the
sale of shares of the Company's common stock in this offering.
The Company are paying the cost of registering the shares of
common stock covered by this prospectus as well as various related
expenses.  The selling stockholders are responsible for all
selling commissions, transfer taxes and other costs related to the
offer and sale of their shares of common stock.

The Company's common stock is traded on the NASDAQ Global Market
under the symbol "TSRX."  On June 17, 2011, the closing sale price
of the Company's common stock on the NASDAQ Global Market was
$7.61 per share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/PTdzOI

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.


TXU CORP: Bank Debt Trades at 23% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 76.88 cents-on-the-dollar during the
week ended Friday, June 24, 2011, a drop of 0.86 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 188 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 82.66 cents-on-the-dollar during the
week ended Friday, June 24, 2011, a drop of 1.13 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UAL CORP: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which United Air Lines
Inc. is a borrower traded in the secondary market at 95.29 cents-
on-the-dollar during the week ended Friday, June 24, 2011, a drop
of 0.61 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 1, 2014, and
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
Standard & Poor's Ratings Services said that it has raised its
ratings, including the CCR, on UAL Corp. and subsidiary United Air
Lines Inc. to 'B' from 'B-', based on S&P's view of the credit
quality of a consolidated United Continental Holdings, Inc., which
will own United and Continental Airlines.  S&P raised or affirmed
its ratings on United's EETC's.  S&P removed all ratings from
CreditWatch, where S&P placed them May 3, 2010.  The outlook on
the CCR is stable.

"S&P's upgrade on UAL and United is based on its evaluation of the
consolidated credit quality of UCHI, which UAL and Continental
Airlines will form upon a merger that they hope to close on Oct.
1, 2010," said Standard & Poor's credit analyst Philip Baggaley.
"The upgrade reflects also the rapid progress that UAL has made in
restoring its financial performance and liquidity since mid-2009.
UCHI will own Continental and United, and plans to merge the two
airlines' operations later (targeted for late 2011-early 2012).
Once the merger is fully implemented and operational changes
completed (likely 2013), the combined entity should benefit from
various revenue and cost synergies that the managements of the two
airlines estimate at $1 billion-$1.2 billion annually.  There will
also be one-time merger integration costs that management
estimates at $1.2 billion spread over three years.  S&P expects
that UHCI--helped by much improved earnings at both Continental
and, especially, United this year-should generate fully adjusted
EBITDA interest coverage of around 2x and funds flow to debt in
the low-teens percent range over the next several years.  S&P
characterizes UAL's (based on UCHI's consolidated credit profile)
business risk profile as weak and its financial profile as highly
leveraged."

                    About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNION LAND: Plan Provides Full Payment of Unsecured Claims
----------------------------------------------------------
Union Land & Timber Corp. filed a jointly administered Chapter 11
Plan and Disclosure Statement in the bankruptcy case of Roberts
Land & Timber Investment Corp.

The Plan provides the holders of general unsecured claims will
receive a 100% distribution of their allowed claims, to be paid in
full over 10 years without interest.

The Plan reflects that Community State Bank, TD Bank, N.A. and
Tamco Capital Corporation have secured claims against the Debtors.
TD Bank's mortgage claims and Community State claims are to be
paid at 5% over 20 years under the Plan.  Tamco's secured claims
are to be paid 5% over 5 years.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management
of real estate developments, mortgage receivables, cattle grazing
leases and hunting leases.

The Debtors will fund the payments under the Plan from income
received from mortgage and notes receivable they hold, income from
the sale and development of real estate, and from management
income.  The Debtors project income to total more than $135,000 in
2011 to $224,000 in 2017.

The Debtors are obligated to Farm Credit of Florida, ACA, in the
amount of $11,300,819 as of May 25, 2011.  Under the Plan, a 1483-
acre real property known as the Woodstock Industrial Site in Baker
County, Florida, will be conveyed to Farm Credit to satisfy Farm
Credit's debt claim.

A copy of the Disclosure Statement is available for free at:

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

The Court will convene a hearing on July 27, 2011, at 10:30 a.m.,
to consider adequacy of the Disclosure Statement.

                        Joint Administration

The Debtor has filed a motion for joint administration so that its
bankruptcy case may be administratively joined with the Chapter 11
case of Roberts Land, Case No. 3:11-bk-03851-PMG for
administrative efficiency.  The Joint Administration Motion will
be heard on July 6, 2011.

Lake City, Florida-based Union Land & Timber Corp. and affiliate
Roberts Land & Timber Investment Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on
May 25, 2011.  Judge Paul M. Glenn presides over the cases.  Union
Land's petition was signed by Avery C. Roberts, president.  Mr.
Roberts is also the Debtors' sole shareholder.  In its schedules,
Union Land disclosed $2,376,170 in total assets and $11,945,819 in
total liabilities.  Union Land has no unsecured creditors.  Andrew
J. Decker, III, Esq., of The Decker Law Firm acts as Union Land's
bankruptcy counsel.


UNITED GILSONITE: Committee Can Retain Montgomery as Counsel
------------------------------------------------------------
The Hon. Robert N. Opel of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized the Official Committee
of Unsecured Creditors in the case of United Gilsonite
Laboratories to retain Montgomery, McCracken, Walker & Rhoads,
LLP, as its counsel.

As reported in the Troubled Company Reporter on May 23, 2011, MMWR
is expected, among other things:

         a. assist and advise the Committee in its consultations
            with the Debtor and other parties in interest relative
            to the overall administration of the estates;

         b. represent the Committee at hearings to be held before
            the Court and communicating with the Committee
            regarding the matters and issues raised as well as the
            decisions and considerations of the Court; and

         c. assist and advise the Committee in its examination and
            analysis of the Debtor's conduct and financial
            affairs.

The hourly rates of the law firm's personnel are:

         Partners                   $360-$750
         Of Counsel                 $360-$650
         Associates                 $240-$450
         Paralegals                 $150-$300

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

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


UNITED GILSONITE: Lenahan & Dempsey OK'd for Personnel Issues
-------------------------------------------------------------
The Hon. Robert N. Opel of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized United Gilsonite
Laboratories to employ Lenahan & Dempsey, P.C., as a professional
in the ordinary course of the Debtor's business.

As reported in the Troubled Company Reporter on June 1, 2011,
Lenahan & Dempsey is providing the Debtor legal services for
personnel issues; for contract preparation and review; and for
corporate meetings, structuring and shareholder issues.

The Debtor will pay Lenahan & Dempsey 100% of its fees and
expenses upon submission to, and approval of, the Debtor of an
appropriate monthly invoice setting forth in reasonable detail the
nature of the services provided, with time recorded in one-tenth
of an hour increments, and describing the expenses incurred,
provided that such fees do not exceed the monthly fee cap.
Lenahan & Dempsey will be capped at fees of $1,800 per month.

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

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


UNITED GILSONITE: Steptoe & Johnson Approved to Handle IP Law
-------------------------------------------------------------
The Hon. Robert N. Opel of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized United Gilsonite
Laboratories to employ Steptoe & Johnson LLP as a professional in
the ordinary course of the Debtor's business.

As reported in the Troubled Company Reporter on May 23, 2011,
Steptoe & Johnson LLP is providing intellectual property law
services to the Debtor related to the registration of trademarks
both nationally and internationally.

The Debtor will pay Steptoe & Johnson without court approval, 100%
of its fees and expenses upon submission to, and approval of, the
Debtor of an appropriate monthly invoice setting forth in
reasonable detail the nature of the services provided, with time
recorded in one-tenth of an hour increments, and describing the
expenses incurred, provided that such fees do not exceed the
monthly fee cap.  The ordinary course professional will be capped
at fees of $10,000 per month.

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

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


UNITED STATES OIL: Initiates Steps to Restore Quotation
-------------------------------------------------------
United States Oil and Gas Corp has begun the administrative
process necessary to reinstate the quotation of the Company's
common stock on OTCQB where it had been trading prior to June 7,
2011.

To resume quotation of the Company's common stock on the OTCQB, a
broker-dealer must file a Form 211 with FINRA on behalf of the
Company.  The Company believes that all the prerequisite
information for filing Form 211 has been provided by the Company
to one of the 150 market makers that participate in the OTC Link
system.  Only one market maker quotation is required to start
trading.  Once the stock becomes qualified, any other market maker
may begin quoting without filing the Form 211.  The information
that the Company has compiled is predominately from previously
filed forms including the Registration Statement filed on Form 10,
the Annual Report on Form 10-K, and quarterly reports on Form
10-Q.

The Company believes that it has properly complied with the
regulations pertaining to the dissemination of information under
its control, will continue to take great care in meeting its
regulatory requirements and will fully cooperate with the SEC with
respect to the Order of Suspension of Trading dated June 7, 2011.
Importantly, the Company wishes to note that it is up to date in
all of its filings with the SEC and has not paid for or sponsored
any promotional activity with respect to its stock.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company's balance sheet at March 31, 2011, showed $7.0 million
in total assets, $7.3 million in total liabilities, and a
stockholders' deficit of $324,067.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


US FOODSERVICE: Bank Debt Trades at 7% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 93.38 cents-
on-the-dollar during the week ended Friday, June 24, 2011, a drop
of 0.56 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 3, 2014, and
carries Moody's B3 rating.  The loan is one of the biggest gainers
and losers among 188 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


USEC INC: Amends Credit Agreement with JPMorgan
-----------------------------------------------
USEC Inc. and its wholly owned subsidiary United States Enrichment
Corporation entered into a First Amendment to Third Amended and
Restated Credit Agreement dated as of June 20, 2011, with the
lenders parties thereto and JPMorgan Chase Bank, N.A., as
administrative and collateral agent.  The Amendment amends the
Third Amended and Restated Revolving Credit Agreement dated as of
Oct. 8, 2010, by and among USEC, United States Enrichment
Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A.,
as administrative and collateral agent, and the revolving joint
book managers, revolving joint lead arrangers and other agents
party thereto.  USEC requested the Amendment to provide increased
flexibility for continued investment in the American Centrifuge
project.

Under the terms of the existing credit facility, the Company was
subject to restrictions on its ability to spend on the American
Centrifuge project.  Subject to certain limitations and
exceptions, the Credit Agreement permitted the Company to spend up
to $165 million in the aggregate over the term of the credit
facility. The Amendment removes this spending restriction.  The
Credit Agreement, as amended by the Amendment, instead restricts
spending on the American Centrifuge project if Availability falls
below $100 million.

The remaining restrictions in the credit facility on spending on
the American Centrifuge project continue to not restrict the
investment of proceeds of grants and certain other financial
accommodations that may be received from the U.S. Department of
Energy or other third parties that are specifically designated for
investment in the American Centrifuge project.

Under the terms of the credit facility, borrowings under the
revolving credit facility are subject to limitations based on
Availability.

The Company had a cash balance of approximately $230 million as of
the date of the Amendment.  The Company's credit facility consists
of an $85 million term loan and a revolving credit facility of
$225 million.  Utilization of the Company's $225 million revolving
credit facility as of the date of the Amendment consisted of
approximately $8 million of outstanding letters of credit and no
short-term borrowings.

Certain of the lenders (including JPMorgan Chase Bank, N.A. and
Wells Fargo Capital Finance, LLC), as well as certain of their
respective affiliates, have performed, and may in the future
perform, for the Company and its subsidiaries, various commercial
banking, investment banking, underwriting and other financial
advisory services, for which they have received, and will receive,
customary fees and expenses.

A full-text copy of the First Amendment to Third Amended and
Restated Credit Agreement is available for free at:

                        http://is.gd/QDqpyy

                          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's balance sheet at March 31, 2011, showed $4.05
billion in total assets, $2.71 billion in total liabilities and
$1.34 billion in 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.


USG CORP: Files Form S-3; Registers 2.08 Million Common Shares
--------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale, from time to time, by the USG Corporation Retirement Plan
Trust, which is a trust maintained in connection with the defined
benefit pension plan sponsored by the Company, of up to 2,084,781
shares of common stock, par value $0.10 per share, of USG
Corporation.  The shares of the Company's common stock covered by
the prospectus are shares that the Company has contributed to the
Selling Stockholder in a private transaction for the benefit of
the Company's employees who participate in that defined benefit
pension plan.  The shares of the Company's common stock may be
offered for sale from time to time by The Northern Trust Company,
as duly appointed trustee of the Selling Stockholder, at the
direction of Evercore Trust Company, N.A., or its successor, the
investment fiduciary appointed to manage the shares of the
Company's common stock covered by the prospectus.  The Investment
Manager will determine the time and manner of sale of the shares
of the Company's common stock covered by the prospectus.

The shares of the Company's common stock to which this prospectus
relates may be sold, from time to time, in brokerage transactions
on the New York Stock Exchange, in privately negotiated
transactions or otherwise.  These sales may be for negotiated
prices or on the open market at prevailing market prices.  The
Company will not receive any portion of the proceeds of the sale
of the shares of the Company's common stock offered by the
prospectus.  The Company will pay all costs, expenses and fees
incurred in connection with the preparation and filing of the
prospectus and the related registration statement.  The Selling
Stockholder will pay all expenses incurred in connection with
sales of the shares of the Company's common stock covered by the
prospectus.  The Selling Stockholder will also be responsible for
other costs, if any, incurred in selling the shares of the
Company's common stock, which costs may include, among other
things, underwriters discounts, brokerage fees and commissions.

The Company's common stock trades on the New York Stock Exchange
and the Chicago Stock Exchange under the symbol "USG."  The last
reported sale price of the Company's common stock on the New York
Stock Exchange on June 20, 2011, was $14.84 per share.

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

                        http://is.gd/A3FCJw

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company's balance sheet at March 31, 2011, showed $4.01
billion in total assets, $3.46 billion in total liabilities and
$544 million in total stockholders' equity.


VALCOM INC: Reports $16.1 Million Net Income in March 31 Quarter
----------------------------------------------------------------
ValCom, Inc., filed its quarterly report on Form 10-Q, reporting a
net gain of $16.4 million on $149,199 of revenues for the three
months ended March 31, 2011, compared with a net loss of
$1.1 million on $170,971 of revenues the same period of the prior
fiscal year.  The increase in net income was due to a film library
inventory adjustment of $16.6 million.

The Company reported a net gain of $16.1 million on $510,049 of
revenues for the six months ended March 31, 2011, compared with a
net loss of $1.4 million on $362,156 of revenues for the same
period ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$24.0 million in total assets, $4.3 million in total liabilities,
and stockholders' equity of $19.7 million.

A copy of the Form 10-Q is available at http://is.gd/1vCKmg

The Company incurred loss before other income (expenses) of
$167,992 and cash flows from operations of $57,488 for the three
months ended March 31, 2011.

The Company believes these conditions raise substantial doubt
about its ability to continue as a going concern.

                        About ValCom Inc.

Indian Rocks Beach, Fla.-based ValCom, Inc., and its subsidiaries'
businesses include television production for network and
syndication programming, motion pictures, however, revenue is
primarily generated through distribution, production and the TV
network and live event broadcasting including real estate
auctions.  The Company's past and present clients include movie
studios and television networks.  In addition to the production
business, the Company also has a library of television content
for worldwide distribution and acquired a further library of film
and television series with the acquisition of Faith TV (now
renamed My Family TV).


VIASPACE INC: Dismisses Goldman Kurland as Accountants
------------------------------------------------------
VIASPACE Inc. dismissed Goldman Kurland and Mohidin, LLP, as its
independent registered public accounting firm, and has engaged
Hein & Associates LLP as its new independent registered public
accounting firm effective June 20, 2011.  The Company's Board of
Directors unanimously made the decision to change independent
accountants.  The change in independent registered public
accounting firm is not the result of any disagreement with the
Former Auditor.

The reports of the Former Auditor on the Company's consolidated
financial statements as of and for the years ended Dec. 31, 2010,
and 2009, included an explanatory paragraph in its report on the
Company's financial statements for 2010 and 2009, which expresses
substantial doubt about the Company's ability to continue as a
going concern.

During the two most recent fiscal years and through June 20, 2011,
there (a) have been no disagreements with the Former Auditor on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the Former
Auditor, would have caused the Former Auditor to make reference to
the subject matter of such disagreements in its reports on the
financial statements for such years and (b) were no reportable
events of the kind described in Item 304(a)(1)(v) of Regulation S-
K.

On June 20, 2011, the Company engaged Hein & Associates LLP, as
its independent registered public accounting firm for the year
ending Dec. 31, 2011.  The Company's Board of Directors
unanimously made the decision to engage the New Auditor.

The Company has not consulted with the New Auditor during its two
most recent fiscal years or during any subsequent interim period
prior to its appointment as New Auditor 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 consolidated financial
statements, and neither a written report was provided to the
Company nor oral advice was provided that the New Auditor
concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $7.32 million in total liabilities and
$10.19 million total equity.

The Company reported a net loss attributed to Viaspace of $2.83
million on $3.64 million of total revenues for the year ended Dec.
31, 2010, compared with a net loss attributed to Viaspace of $2.91
million on $4.37 million of total revenues during the prior year.

Goldman Kurland and Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.  In addition, at Dec. 31, 2010, the
Company has working capital of $235,000 and an accumulated deficit
of $35,568,000.


VYTERIS INC: Seven Directors Elected at Annual Meeting
------------------------------------------------------
Vyteris, Inc., held its Annual Meeting at which five of the
Corporation's directors were reelected:  Eugene Bauer, M.D.,
Eugene Burleson, Arthur Courbanou, Haro Hartounian, Ph.D. and Joel
Kanter.

Also elected were the following new directors: Alastair Clemow,
Ph.D. and David Cohen, M.D., M.Ph.H.  There were no arrangements
between either Dr. Clemow or Dr. Cohen and any third persons,
pursuant to which each was selected as a Director.  In connection
with their appointments, each of Dr. Clemow and Dr. Cohen will
receive options and other compensation as set forth in the
Company's Outside Director Plans.  Committee appointments will be
determined and announcement made upon final determination.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

The Company reported a net loss of $10.54 million on $117,792 of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $33.94 million on $4.56 million of total revenues
during the prior year.

As reported by the TCR on April 21, 2011, Amper, Politziner &
Mattia, LLP, in Edison, New Jersey, expressed substantial doubt
about the Company's ability to continue as going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred recurring losses and is
dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.


WASHINGTON MUTUAL: Aurelius Capital Now Opposing Plan Confirmation
------------------------------------------------------------------
Aurelius Capital Management LP reversed course and is now
objecting to Washington Mutual Inc.'s reorganization plan, taking
issue with both the plan, as well as the global settlement with
JPMorgan Chase & Co. that was approved in January.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Aurelius Capital Management LP filed papers opposing
approval of Washington Mutual's Chapter 11 exit plan at the July
13 confirmation hearing.  Aurelius also argued that the bankruptcy
judge should disapprove the settlement that underpins the plan and
gives WaMu about $4 billion in a dispute with JPMorgan Chase Bank
NA.

According to the report, Aurelius, a noteholder, had been a signer
to the global settlement worked out in principle last year with
WaMu, the creditors' committee and the Federal Deposit Insurance
Corp.  With the passage of time, and the judge's refusal to
approve the reorganization after a December confirmation hearing,
Aurelius says the plan is now worse for WaMu creditors and
"impermissibly better" for New York-based JPMorgan.

Mr. Rochelle discloses that Aurelius points to the 0.2% interest
rate JPMorgan is to pay on the $4 billion under the settlement.
Under Washington state law, the interest bill now would be $1.36
billion were the bankruptcy judge to decide a pending motion and
rule that the $4 billion belongs to WaMu, Aurelius said.  The plan
is also improper, Aurelius said, because the bankruptcy judge
erred when she called for allowing claims by creditors who were
late in filing them. Aurelius said it has authority for the
proposition that there is no such thing as allowable late-filed
claims in Chapter 11 cases.

The plan shouldn't be confirmed without "additional value" from
JPMorgan, Aurelius said, according to the report.  Aurelius noted
that it's being investigated by shareholders for allegedly trading
on non-public information.  Aurelius terminated its participation
in the settlement agreement when other parties extended the
expiration date earlier this year.  The plan already is being
opposed by holders of $2 billion in senior notes.

Mr. Rochelle relates that July 13 became the target confirmation
date for the sixth amended plan after a settlement with
shareholders fell through.  They are to receive nothing as a
result.  The sixth plan resulted from the bankruptcy judge's
109-page opinion in January explaining why she couldn't confirm a
prior version.

                    About Washington Mutual

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

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

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

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

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

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


WATER STREET: Wants to Hire Mark B. French as Bankruptcy Counsel
----------------------------------------------------------------
Water Street Development Partners, L.P., asks the U.S. Bankruptcy
Court for the Northern District of Texas for permission to employ
Mark B. French, Attorney at Law, as bankruptcy counsel.

Mr. French will, among other things:

   a. advise and consult with the Debtor concerning (i) legal
      questions arising in administering and reorganizing the
      Debtor's estate, and (ii) the Debtor's rights and remedies
      in connection with the estate's assets and creditors'
      claims;

   b. provide legal services to the Debtor relating to the sale of
      assets outside the ordinary course of business, if
      necessary; and

   c. assist the Debtor in obtaining confirmation and consummation
      of the Plan.

The hourly rates of Mr. French and other professionals are:

         Mr. French             $300
         Janet Nolley            $75
         Amy Rodgers             $50
         Kristi Erickstad        $50

Mr. French received a prepetition retainer of $ 10,961.

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

Mr. French can be reached at:

         Mark B. French, Esq.
         Attorney at Law
         1901 Central Dr., Suite 704
         Bedford, TX 76021
         Tel: (817) 268-0505
         Fax: (817) 632-5413
         E-mail: mark@markfrenchlaw.com

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


WATERSCAPE RESORT: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Waterscape Resort LLC, filed with the U.S. Bankruptcy Court for
the Southern District of New York a list of its largest unsecured
creditors, disclosing:

   Name of Creditor             Nature of Claim   Amount of Claim
   ----------------             ---------------   ---------------
Mark David                      Trade Debt        $638,503
621 Southwest Street
High Point, NC 27260

Commercial Insurance            Deductible
                                reimbursements    $175,299

New York City Dept.             Sales Taxes       $143,115
of Finance

LOAR Corporate Servicing,       Trade Debt        $126,085
Inc.

Koni Corp.                      Trade Debt         $65,746

Canfield Madden                 Legal Fees         $53,195

Holland & Knight                Legal Fees         $26,781

Miron & Sons Linen              Trade Debt         $21,914
Service

Nadine Johnson & Associates     Trade Debt         $21,168

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  Holland & Knight LLP
serves as its special litigation counsel.  The Debtor disclosed
$214,285,027 in assets and $158,756,481 in liabilities as of the
Chapter 11 filing.


WESTLAND PARCEL: Has Access to Lenders' Cash Until Sept. 1
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation extending Westland Parcel J Partners, LLC's
access to the cash collateral until Sept. 1, 2011.

The third stipulation for continued cash collateral use was
entered among the Debtor and secured creditors Pacific Western
Bank and T. Courtney Dubar.  The stipulation provides for:

   -- the Debtor may exceed any line item in the budget by up to
      15% in any one month, long as the overage for all items in
      the aggregate does not exceed 15% of the total budget amount
      for the month;

   -- the use of the cash collateral to pay for repairs; and

   -- as adequate protection, creditors holding a secured interest
      in the cash collateral will be granted replacement liens to
      the same validity and priority as their prepetition date
      liens.

A continued hearing on the Debtor's continued access to the cash
collateral is set for the week commencing Sept. 5.

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-58987) on Nov. 15, 2010.  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.   Kallman & Co., LLC, serves as its certified public
accountants.  AG Commercial serves as its leasing broker.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WYNNEWOOD REFINING: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Wynnewood Refining Company's
ratings and changed the rating outlook to stable from negative.
Ratings affirmed include its B2 Corporate Family Rating and B2
rated term loan due 2014, guaranteed by Gary-Williams Energy
Corporation.

RATINGS RATIONALE

The stable outlook reflects an improved liquidity profile and
expected strong near-term cash flows as a result of favorable
sector conditions for Mid-Continent refiners. The negative outlook
had originally reflected weaker than expected operating
performance and potential compliance issues with its financial
covenants in its bank credit facilities, which have since been
alleviated. Despite reduced throughput levels as a result of a
fire in December 2010, WRC generated strong results in the first
quarter of 2011. In addition, the company is expected to have
healthy covenant compliance headroom over the next 12 months.

WRC's B2 Corporate Family Rating is supported by the company's
relatively low debt levels and management's long history in the
refining sector. The ratings also reflect the company's numerous
crude oil sourcing logistics, advantageous location in the US Mid-
continent, the refinery's ability to run up to 30% sour crude and
favorable refined product take-away logistics.

The B2 Corporate Family Rating is restrained by the company's
single refinery status, which exposes its earnings and cash flows
to unplanned downtime, the inherent cyclicality and volatility of
refining margins, the capital intensive nature of the refining and
marketing sector, the potential for high working capital needs
driven by highly volatile crude prices and high reliance on
uncommitted supplier credit lines.

WRC's near-term cash flows should be bolstered by favorable Mid-
Continent refining margins, which are primarily being driven by
crude take-away bottlenecks at Cushing. Moody's expects the
company will benefit from favorable crude-sourcing economics into
2012, as infrastructure solutions to the Cushing bottleneck will
take time to materialize. Moody's notes that the company's single
asset risk continues to remain a key restraint on the rating,
particularly with the refinery most recently suffering from a fire
in December 2010.  However, if WRC is able to maintain strong
refinery operating performance and utilize up-cycle cash flows for
permanent debt reduction and further enhance its liquidity
profile, which would enable the company to better withstand both
sector cyclicality and unplanned downtime, it could be positive
for the ratings. In addition, increased scale and operating
diversity could be positive for the ratings if financial leverage
remains conservative.

On the other hand, the B2 ratings could be pressured if the
refinery experiences material unscheduled downtime, weaker than
expected operating performance or if sector weakness impairs debt
coverage or liquidity.

The B2 rating on the term loan rating reflects both the overall
probability of default of WRC, to which Moody's assigns a
Probability of Default Rating of B2, changed from B3 as Moody's
believes a B2 Probability of Default is more consistent with rated
companies that have similar capital structures, and a loss given
default of LGD 3, 43%. The term loan is secured by a first-lien on
WRC's fixed assets, with a second-lien on the company's current
assets and unconditionally guaranteed by GWEC. Together with the
company's $175 million ABL revolving credit facility (unrated),
which is secured by a first-lien claim on WRC's current assets and
a second-lien claim on WRC's fixed assets, the two facilities
comprise a substantial portion of the company's capital structure,
driving the equivalent rating for the term loan as the Corporate
Family Rating. The notching does not take into account WRC's
currently large up-cycle accounts payable balances.

The principal methodology used in rating WRC was the Global
Refining and Marketing Rating Industry Methodology, published
December 2009.  Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Wynnewood Refining Company, a wholly owned subsidiary of Gary-
Williams Energy Corporation, is a private independent refining and
marketing company headquartered in Denver, Colorado.


WOLVERINE TUBE: Amends Designation of Directors and Officers
------------------------------------------------------------
BankruptcyData.com reports that Wolverine Tube filed with the U.S.
Bankruptcy Court an amendment to the designation of directors and
officers in connection with the June 10, 2011 confirmation of its
First Amended Chapter 11 Plan of Reorganization.  Under the
amendment Harold M. Karp will be president, and David A. Owen will
be vice president and treasurer.

As reported in the Troubled Company Reporter on June 14, 2011,
BData said Wolverine Tube filed with the U.S. Bankruptcy Court a
designation for its First Amended Joint Plan of Reorganization,
identifying the officers and directors of the reorganized Debtors.
The Court also issued a ruling confirming the First Amended Joint
Plan of Reorganization, as Modified, of Wolverine Tube and its
affiliated Debtors.

According to documents filed with the Court, "On the Effective
Date, the management, control and operation of the Reorganized
Debtors shall become the general responsibility of the board of
directors of Reorganized WTI, which shall, thereafter, have
responsibility for the management, control and operation of
Reorganized WTI and its direct and indirect subsidiaries....the
board of directors of Reorganized WTI shall be composed of a
newly-organized five-member board of directors which shall consist
of (i) one director nominated by Plainfield, (ii) one director
nominated by the Ad Hoc Group, (iii) Steven S. Elbaum, who will
serve as initial Chairman, and (iv) two other individuals to be
mutually agreed upon by the Ad Hoc Group and Plainfield prior to
Confirmation."

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


ZAIS INVESTMENT: Files List of Largest Unsecured Creditors
----------------------------------------------------------
Zais Investment Grade Limited VII filed with the U.S. Bankruptcy
Court for the District of New Jersey a list of its largest
unsecured creditors, disclosing:

   Name of Creditor      Nature of Claim    Amount of Claim
   ----------------      ---------------    ----------------
The Bank of New York     Indenture Trustee   $365,500,000
Mellon Trust Company,
N.A., as indenture
trustee under indenture
dated as of Oct. 19, 2005
c/o Emmet Marvin &
Martin, LLP
177 Madison Avenue
Morristown, NJ 07960

Anchorage Capital        Noteholder           $82,726,290
Master Offshore,
Ltd.
c/o Fox Rothchild LLP
Princeton Pike
Corporate Center
997 Lenox Drive, 3rd Fl.
Lawrenceville, NJ 08648

Anchorage Illiquid       Noteholder           $42,620,235
Opportunities Offshore
Master. L.P.
c/o Fox Rothschild LLP
Princeton Pike
Corporate Center
997 Lenox Drive, 3rd Fl
Lawrenceville, NJ 08648

BNYMEL/TST               Noteholder           Unknown

Brown Bros               Noteholder           Unknown

CGM/SAL BR               Noteholder           Unknown

Citibank                 Noteholder           Unknown

Company                  Trade                Unknown
Announcements Office

Goldman                  Noteholder           Unknown

GRF Master Fund, L.P.    Noteholder             $7,925,615
c/O Fox Rothschild LLP
Princeton Pike
Corporate Center
997 Lenox Drive 3rd Fl
Lawrenceville, NJ 08648

Issuer Services          Noteholder           Unknown

JPMCBNA                  Noteholder           Unknown

Jones Day                Trade                    $201,647

MapleFS Limited          Trade                Unknown

Maples and Calder        Trade                     $62,397

MLPFS/FIX                Noteholder           Unknown

Moody's Investor's       Trade                Unknown
Service

Natixis Financial        SWAP                 Unknown
Products LLC             Counterparty

Registrar                Government           Unknown

SSB&T CO                 Noteholder           Unknown

Standard & Poor's        Trade                Unknown
Structure Finance
Ratings

WELLS BKNA               Noteholder           Unknown

ZAIS Group, LLC          Trade                Unknown

                 About Zais Investment Grade

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII.  On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.


* Greek Government Survives Key Confidence Vote
-----------------------------------------------
Chapter11Cases.com reports that Greece's government won a key vote
of confidence in parliament, setting the stage for passage of an
austerity plan and the release of more bailout funds from the IMF.
WSJ's Charles Forelle discusses the latest developments with Simon
Constable.


* S&P's Global Corporate Defaults Tally Total 17 So Far In 2011
---------------------------------------------------------------
French pharmaceutical services company Novasep Holding S.A.S. last
week opted to use its 30-day grace period for the interest payment
on its senior secured notes due in 2016.  Under Standard & Poor's
Ratings Services' criteria, this payment deferral as tantamount to
a selective default.  This raises the 2011 global corporate
default tally to 17, said an article published Friday by Standard
& Poor's Global Fixed Income Research, titled "Global Corporate
Default Update (June 17 - 23, 2011) (Premium)."

Ten of this year's defaults were based in the U.S., two were based
in Canada, another two were based in New Zealand, and one each was
based in the Czech Republic, France, and Russia.  By comparison,
45 global corporate issuers had defaulted by this time in 2010. Of
these defaulters, 32 were U.S.-based issuers, two were European
issuers, four were from the emerging markets, and seven were in
the other developed region (Australia, Canada, Japan, and New
Zealand).

Seven of this year's defaults were due to missed interest or
principal payments and six were due to distressed exchanges--both
among the top reasons for default in 2010.  Of the remaining four,
two issuers defaulted after they filed for bankruptcy, another had
its banking license revoked by its country's central bank, and the
fourth was forced into liquidation as a result of regulatory
action.  Of the defaults in 2010, 28 defaults resulted from missed
interest or principal payments, 25 resulted from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.

Standard & Poor's baseline projection for the U.S. corporate
trailing 12-month speculative-grade default rate for March 2012 is
1.6%.  A total of 24 issuers would need to default from April 2011
to March 2012 to reach the forecast.  The projection of 1.6% is
another 0.86-percentage-point (or another 35%) decline from the
2.46% default rate in March 2011.  This rate of decline would be
sharp, but slower than the decline over the past 16 months.
Improved lending conditions and a lower cost of capital are
keeping S&P's default expectations relatively upbeat in the next
12 months.  S&P is seeing stronger credit quality, as reflected in
fewer downgrades and lower negative bias.

In addition to its baseline projection, S&P forecasts the default
rate in our optimistic and pessimistic scenarios.  In its
optimistic default rate forecast scenario, the economy and the
financial markets improve more than expected.  As a result, S&P
would expect the default rate to be 1.2% (18 defaults in the next
12 months).

On the other hand, if the economic recovery stalls and the
financial markets deteriorate -- which is its pessimistic scenario
-- S&P expects the default rate to be 3.3% (50 defaults) by March
2012.  S&P bases its forecasts on quantitative and qualitative
factors that it considers, including, but not limited to, Standard
& Poor's proprietary default model for the U.S. corporate
speculative-grade bond market.  S&P updates its outlook for the
U.S. issuer-based corporate speculative-grade default rate each
quarter after analyzing the latest economic data and expectations.


* Failed Bank Tally Now 48 This Year as 14th Georgia Bank Falls
---------------------------------------------------------------
Mountain Heritage Bank, Clayton, Georgia, was closed Friday by the
Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with First American Bank and Trust Company,
Athens, Georgia, to assume all of the deposits of Mountain
Heritage Bank.

As of March 31, 2011, Mountain Heritage Bank had approximately
$103.7 million in total assets and $89.6 million in total
deposits. In addition to assuming all of the deposits of the
failed bank, First American Bank and Trust Company agreed to
purchase essentially all of the assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $41.1 million. Compared to other alternatives, First
American Bank and Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  Mountain Heritage Bank is the 48th
FDIC-insured institution to fail in the nation this year, and the
fourteenth in Georgia. The last FDIC-insured institution closed in
the state was McIntosh State Bank, Jackson, on June 17, 2011.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                     Assets of   Bank That Assumed    to Insurance
                     Closed Bank Deposits & Bought    Fund
   Closed Bank       (millions)  Certain Assets       (millions)
   -----------       ----------  --------------       -----------
Mountain Heritage        $103.7  First American Bank        $41.1

First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* BOND PRICING -- For Week From June 20 - 24, 2011
--------------------------------------------------

  Company          Coupon   Maturity   Bid Price
  -------          ------   --------   ---------
AMBAC INC           9.500  2/15/2021    11.500
AMBAC INC           7.500   5/1/2023    14.645
AMBAC INC           5.950  12/5/2035    11.125
AMBAC INC           6.150   2/7/2087     1.000
BANK NEW ENGLAND    8.750   4/1/1999    13.500
BANK NEW ENGLAND    9.875  9/15/1999    13.750
BANKUNITED FINL     6.370  5/17/2012     7.000
BANKUNITED FINL     3.125   3/1/2034     6.650
CAPMARK FINL GRP    5.875  5/10/2012    57.750
CS FINANCING CO    10.000  3/15/2012     3.000
DIRECTBUY HLDG     12.000   2/1/2017    39.000
DUNE ENERGY INC    10.500   6/1/2012    65.250
EDDIE BAUER HLDG    5.250   4/1/2014     4.000
FRANKLIN BANK       4.000   5/1/2027     7.000
FAIRPOINT COMMUN   13.125   4/2/2018     1.250
GREAT ATLANTIC      9.125 12/15/2011    25.000
GREAT ATLA & PAC    6.750 12/15/2012    28.000
HARRY & DAVID OP    9.000   3/1/2013    17.000
ELEC DATA SYSTEM    3.875  7/15/2023    95.000
HUGH-CALL07/11      9.500  4/15/2014   102.780
KEYSTONE AUTO OP    9.750  11/1/2013    40.000
LEHMAN BROS HLDG    6.000   4/1/2011    15.000
LEHMAN BROS HLDG    6.625  1/18/2012    25.000
LEHMAN BROS HLDG    5.250   2/6/2012    25.125
LEHMAN BROS HLDG    6.000  7/19/2012    25.125
LEHMAN BROS HLDG    3.000 11/17/2012    24.250
LEHMAN BROS HLDG    5.000  1/22/2013    24.500
LEHMAN BROS HLDG    5.625  1/24/2013    25.000
LEHMAN BROS HLDG    5.100  1/28/2013    23.625
LEHMAN BROS HLDG    5.000  2/11/2013    23.875
LEHMAN BROS HLDG    4.800  2/27/2013    25.100
LEHMAN BROS HLDG    4.700   3/6/2013    23.550
LEHMAN BROS HLDG    5.000  3/27/2013    24.500
LEHMAN BROS HLDG    5.750  5/17/2013    24.000
LEHMAN BROS HLDG    2.000   8/1/2013    24.375
LEHMAN BROS HLDG    5.250  1/30/2014    20.000
LEHMAN BROS HLDG    4.800  3/13/2014    25.125
LEHMAN BROS HLDG    5.000   8/3/2014    24.250
LEHMAN BROS HLDG    6.200  9/26/2014    25.500
LEHMAN BROS HLDG    5.150   2/4/2015    23.880
LEHMAN BROS HLDG    5.250  2/11/2015    25.000
LEHMAN BROS HLDG    8.800   3/1/2015    25.250
LEHMAN BROS HLDG    7.000  6/26/2015    23.550
LEHMAN BROS HLDG    8.500   8/1/2015    24.000
LEHMAN BROS HLDG    5.000   8/5/2015    24.750
LEHMAN BROS HLDG    7.000 12/18/2015    25.000
LEHMAN BROS HLDG    5.500   4/4/2016    24.000
LEHMAN BROS HLDG    8.920  2/16/2017    25.750
LEHMAN BROS HLDG    8.050  1/15/2019    23.500
LEHMAN BROS HLDG   11.000  6/22/2022    24.500
LEHMAN BROS HLDG   11.000  7/18/2022    24.500
LEHMAN BROS HLDG   11.000  8/29/2022    24.375
LEHMAN BROS HLDG    9.500  1/30/2023    24.625
LEHMAN BROS HLDG    9.500  2/27/2023    23.500
LEHMAN BROS HLDG   10.000  3/13/2023    23.851
LEHMAN BROS HLDG   18.000  7/14/2023    24.625
LEHMAN BROS HLDG   10.375  5/24/2024    21.560
LANDRY'S RESTAUR    9.500 12/15/2014    95.600
LOCAL INSIGHT      11.000  12/1/2017     2.250
MAJESTIC STAR       9.750  1/15/2011    14.750
NEBRASKA BOOK CO    8.625  3/15/2012    72.125
NEWPAGE CORP       10.000   5/1/2012    25.938
NEWPAGE CORP       12.000   5/1/2013     6.988
NORTH HILLS         7.200 11/15/2016    21.000
PDLI-CALL06/11      2.000  2/15/2012   100.125
PDLI-CALL06/11      2.000  2/15/2012    99.980
RESTAURANT CO      10.000  10/1/2013    20.000
RIVER ROCK ENT      9.750  11/1/2011    89.800
RASER TECH INC      8.000   4/1/2013    29.760
THORNBURG MTG       8.000  5/15/2013    11.250
TRANS-LUX CORP      8.250   3/1/2012    14.000
TRANS-LUX CORP      9.500  12/1/2012    15.250
TOUSA INC           9.000   7/1/2010    15.000
TIMES MIRROR CO     7.250   3/1/2013    51.000
MOHEGAN TRIBAL      8.000   4/1/2012    81.000
TRICO MARINE SER    8.125   2/1/2013     8.500
TRICO MARINE        3.000  1/15/2027     1.250
TEXAS COMP/TCEH     7.000  3/15/2013    29.000
VIRGIN RIVER CAS    9.000  1/15/2012    48.500
WCI COMMUNITIES     7.875  10/1/2013     0.400
WCI COMMUNITIES     4.000   8/5/2023     1.570
WII COMPONENTS     10.000  2/15/2012    85.000
WINDERMERE BAPT     7.700  5/15/2012    21.000
WILLIAM LYONS       7.625 12/15/2012    60.000
WILLIAM LYON INC   10.750   4/1/2013    53.000
WOLVERINE TUBE     15.000  3/31/2012    49.000



                           *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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