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IN RE MAIN STREET AC, INC.

Bankruptcy No. 98-56803-MM.

234 B.R. 771 (1999)

In re MAIN STREET AC, INC., dba Mentor Capital; fdba Main Street Athletic Clubs, Inc., Foxworthy Athletic Club, Meridian Athletic Club, Fremont Athletic Club, Second Street Athletic Club, and San Thomas Athletic Club, Successors to: Tech Start and Mentor Investors-I, L.P., Debtor.

United States Bankruptcy Court, N.D. California, San Jose Division.

April 27, 1999.

Attorney(s) appearing for the Case

Wayne H. Thomas, Law Offices of Campeau and Thomas, San Jose, California, for debtor Main Street AC, Inc.

Robert S. Gebhard, Office of U.S. Trustee, San Jose, California, for Office of U.S. Trustee.

Sarah D. Moyed, Securities and Exchange Commission, Los Angeles, California, for Securities and Exchange Commission.

OPINION

MARILYN MORGAN, Bankruptcy Judge.

I. Introduction

Before the Court are two motions filed by the debtor. First, Main Street AC, Inc. seeks authority to issue certificates of indebtedness. Additionally, the debtor seeks approval of its third amended disclosure statement. Objections to both motions were raised by the Securities and Exchange Commission (the "S.E.C.") and the United States Trustee.

After the initial hearing on...

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