TCR_Public/110105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, January 5, 2011, Vol. 15, No. 4

                            Headlines

325 PASO: Case Summary & 6 Largest Unsecured Creditors
33 W 127 LLC: Case Summary & 6 Largest Unsecured Creditors
416 BROADWAY COMPLEX: CA-Essex Buys Condo Project in Receivership
890 FLUSHING: Case Summary & 5 Largest Unsecured Creditors
ALLY FINANCIAL: May Sell Senior Guaranteed Notes; Files Prospectus

ALLY FINANCIAL: Treasury Hikes Stake to 73.8% After Conversion
AMERICAN PACIFIC: Plan Outline Hearing Set for January 25
AMERICAN PACIFIC: Taps McDonald Carano as Bankruptcy Counsel
APPALACHIAN COUNSELING: Case Summary & 20 Largest Unsec Creditors
ARCHDIOCESE OF MILWAUKEE: Files for Chapter 11 Over Abuse Claims

ARCHDIOCESE OF MILWAUKEE: Voluntary Chapter 11 Case Summary
ARIEL FUND: Court OKs First Interim Cash Distribution of $167MM
ASARCO LLC: Parent Aims to Recover $210MM Paid for Omaha Claim
ASARCO LLC: Plan Admin. to Pay Barclays' Remaining Fees
ASARCO LLC: Parent Appeals Barclays Fee Order

ASARCO LLC: Court OKs Demolitions at Corpus Christi Plant
BANNING LEWIS: Files Schedules of Assets and Liabilities
BILLY JASON HARWELL: 11th Cir. Remands Trustee Suit v. Hutton
BORDERS GROUP: May Ask Publishers to Extend Due Dates
CALIFORNIA COASTAL: Seeks to Hire Keightley & Ashner as Counsel

CAPITOL BANCORP: Launches Exchange Offer for Trust Preferreds
CATHOLIC CHURCH: St. Dennis Wants Lift Stay to Use Insurance
CATHOLIC CHURCH: Morgan Lewis Fees Capped at $150,000
CATHOLIC CHURCH: Fairbanks Reports on Progress of Undertakings
CELEBRITY RESORTS: Emerges from Chapter 11 Bankruptcy Protection

CIMMARON SQUARE: 3 Owners of Shopping Center File for Chapter 11
CIMMARON SQUARE: Case Summary & 20 Largest Unsecured Creditors
CLAIM JUMPER: Has Until April 11 to File Chapter 11 Plan
CONTINENTAL COMMON: Files List of 20 Largest Unsecured Creditors
DECATUR HOTELS: Involuntary Chapter 11 Case Summary

DOCTORS HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
DOMINO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
DORAL ENERGY: Completes a 1-for-55 Reverse Split of Common Stock
DUNKIN 36: Case Summary & 12 Largest Unsecured Creditors
DUNKIN 36 I: Case Summary & 11 Largest Unsecured Creditors

DYNAMIS GROUP: Naja Holds First Priority Equitable Lien
EMMIS COMMUNICATIONS: Issues 2 Million Shares Under Equity Plan
EMPIRE TOWERS: Files Schedules of Assets & Liabilities
EQK BRIDGEVIEW: Can Use Cash Collateral on Interim Basis
EQK BRIDGEVIEW: Files Amended Schedules of Assets & Liabilities

FIRST NATIONAL: Gets Court's Nod to Hire Andrews Davis as Counsel
FIRST NATIONAL: Taps Levene Neale as General Bankruptcy Counsel
FIRST PHYSICIANS: Unable to File Annual Report by Deadline
FLINKOTE COMPANY: Files 19th Exclusivity Extension Motion
FORD MOTOR: Says Sales Up 19% in 2010

FRANKE MENKE: 13 Companies Under Chapter 11 Protection
FRE REAL ESTATE: Files for Chapter 11 in Dallas
FRE REAL ESTATE: Voluntary Chapter 11 Case Summary
GALLAGHER LAYNE: Voluntary Chapter 11 Case Summary
GALLENTHIN REALTY: Case Summary & 4 Largest Unsecured Creditors

GARNET BIOTHERAPEUTICS: Lack of Funds Prompt Ch. 11 Filing
GAYLER FAMILY: Case Summary & 2 Largest Unsecured Creditors
GEO W PARK: Can Solicit Votes for Chapter 11 Plan
GILLIO DEVELOPMENT: Voluntary Chapter 11 Case Summary
GILLIOZ RESTORATION: Case Summary & 6 Largest Unsecured Creditors

GLOBAL POWER: Moody's Affirms 'B2' Corporate Family Rating
GREAT ATLANTIC & PACIFIC: NJ Grocery Distributor Faces Layoffs
GENERAL MOTORS: Old GM Objects to Hunter & Gonzales' Claim
GENERAL MOTORS: Old GM Objects to Schwartz's $334 Mil. Claim
GENERAL MOTORS: Old GM Objects to A. Foley's $999 Trillion Claim

GENERAL MOTORS: 2010 Calendar Year Sales Up 21%
GSC GROUP: Black Diamond Alters Bid Terms to Overcome Obstacle
HALF MOON BAY, CA: Warns of Budgets Cuts to Avert Insolvency
HARBOUR EAST: Files Amended Reorganization Plan and Outline
HARBOUR EAST: Can Use Cash Collateral Until February 28

HERBST GAMING: District Court to Hear Suit v. Insurcorp, et al.
IMAGE METRICS: Notifies Late Filing of Annual Report
INNOLOG HOLDINGS: Directors File Initial Statement of Ownership
INNOLOG HOLDINGS: Registers 46.2-Mil. Shares of Common Stock
INT'L STORYTELLING: Financial Woes Prompt Bankruptcy Filing

IRVINE SENSORS: Sells Notes and Common Shares for $11.3 Million
LEHMAN BROTHERS: $2.2 Million Arbitration Award Issued Against UBS
LIONS GATE: Asks District Court to Compel Icahn to Disclose Info
LOS GATOS HOTEL: Asks for Court's Nod to Use Cash Collateral
LOS GATOS HOTEL: Section 341(a) Meeting Scheduled for Feb. 2

LOS GATOS HOTEL: Sues Joie de Vivre Hospitality in Ch. 11
LYONDELL CHEMICAL: Judge Dismisses Claims for Toxic Cleanups
MANGIA PIZZA: Guadalupe Store Closed as Part of Reorganization
MAPCO EXPRESS: Moody's Withdraws 'B3' Corporate Family Rating
MAUI LAND: Extends Wells Fargo & AgCredit Credit Facilities

MESA AIR: Resolves US Bank/Finame Admin. Claims
MESA AIR: Parties File Notices to Acquire Substantial Claims
METROPOLITAN 885: Argentina's IRSA Hikes Stake in Lipstick Bldg.
MILLER ESTATE: Case Summary & 8 Largest Unsecured Creditors
MOHEGAN TRIBAL: Net Income Down to $7.45MM in FY 2010

MONEY TREE: Files Post-Effective Amendment to $35MM Offering
MONEY TREE: Files Post-Effective Amendment to $75MM Offering
MYSPACE INC: Said to Cut Up to Half of Staff
NETWORK COMMUNICATIONS: 99.9% of 2013 Notes Support Exchange Bid
NXT NUTRITIONALS: Registers 29.1MM Shares of Common Stock

OAKWOOD HOMES: Liquidation Trust Prepares to Wind Up
PALMAS DEL MAR: Sanchez et al. Claims Allowed as Gen. Unsecured
PLATINUM STUDIOS: Files Form S-1 for 41MM Shares with Dutchess
PUEBLO XTRA: 3rd Cir. Affirms Ruling in Employee Bias Suit
QUEPASA CORP: Files Prospectus for 1.9MM Shares

RHI ENTERTAINMENT: Confirmation Hearing Set for Feb. 17
ROCKLIN FAMILY: Filed for Chapter 11 to Stop Auction
SECUREALERT INC: Reports $13.9 Million Net Loss in Fiscal 2010
SEQUOIA PARTNERS: Files for Chapter 11 Bankruptcy in Oregon
SEQUOIA PARTNERS: Sues Rogue River & Paradise Ranch for Breach

SEQUOIA PARTNERS: Case Summary & 19 Largest Unsecured Creditors
SEXY HAIR: Asks for Court Okay to Assume Investment Agreement
SEXY HAIR: Gets Nod to Assume Client Service Pact With Administaff
SHUBH HOTELS PITTSBURGH: Lender Challenges Bankruptcy Plan
SINHA HOSPITALITY: Voluntary Chapter 11 Case Summary

TELIPHONE CORP: Incurs $590,041 Net Loss in Fiscal 2010
TH PROPERTIES: Lender Wants Chapter 7 for 2 Entities
TIDEWATER MARINA: Bankr. Ct. Rules on Fittons' Claim
TIDEWATER MARINA: Bankr. Ct. Rules on Yancey Summary Judgment Bid
TOUSA INC: Suit v. Palm Beach Newspapers Survives Dismissal Motion

TX BLACKHORSE: Case Summary & Largest Unsecured Creditor
TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'Ba2'
UNIFI INC: Commences Cash Tender Offer for Senior Notes Due 2014
UNITED SOILS: Mich. App. Ct. Remands Right of First Refusal Suit
UNIVERSAL AMERICAN: S&P Affirms 'BB+' Counterparty Credit Rating

VITRO SAB: NY Judge Needs Clarification From Texas Judge
WHARFSIDE ASSOCIATES: Involuntary Chapter 11 Case Summary
WILLIAM CARTER: Moody's Withdraws 'Ba2' Corporate Family Rating
WIND RIVER: Case Summary & 5 Largest Unsecured Creditors

* U.S. Car Sales Up 11% in December 2010

* Andrea Fischer to Join Morrison Cohen LLP as Partner
* Neil Kaufman Joins Abrams Fensterman

* Upcoming Meetings, Conferences and Seminars

                            *********

325 PASO: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 325 Paso Holdings, LLC
        3311 S. Rainbow Blvd. Suite 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 10-34204

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: tthomas@tthomaslaw.com

Scheduled Assets: $3,220,000

Scheduled Debts: $6,153,813

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-34204.pdf

The petition was signed by Bill Dyer, president of managing member
IFA.


33 W 127 LLC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 33 W 127 LLC
        c/o Migdol Organization
        223 West 138th Street
        New York, NY 10030

Bankruptcy Case No.: 10-16815

Chapter 11 Petition Date: December 28, 2010

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

Debtor's Counsel: Isaac Nutovic, Esq.
                  NUTOVIC & ASSOCIATES
                  488 Madison Avenue, 16th Floor
                  New York, NY 10022
                  Tel: (212) 421-9100
                  Fax: (212) 421-8618
                  E-mail: INutovic@Nutovic.com

Scheduled Assets: $1,404,100

Scheduled Debts: $1,323,517

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-16815.pdf

The petition was signed by Gerald Migdol, managing member.


416 BROADWAY COMPLEX: CA-Essex Buys Condo Project in Receivership
-----------------------------------------------------------------
Bob Howard at GlobeSt reports that CA-Essex Property Trust of Palo
Alto, CA has acquired the 416 Broadway complex, a 115-unit former
condominium project that was converted to apartments, for
$43 million in a receivership sale.

According to the report, receiver and principal Taylor B Grant of
Newport Beach, CA-based California Real Estate Receiverships
reports that the four-level project, at 416 Broadway, was
originally financed by Netherlands-based MBO.  The report relates
that built as a condominium in 2009, the project was converted to
rentals and currently has a vacancy rate of less than 5%,
according to Grant.

"When the market recovers, it may well again be sold as a
condominium," the report quoted Mr. Grant, who has served as
receiver for some $750 million of commercial and residential
properties, as saying.  "The fact that more than 20 offers were
made is indicative of the continuing demand for quality projects
in under-supplied markets," he added.

The report notes that the project, located three blocks from
Americana at Brand and Glendale Galleria, includes 9,000 square
feet of retail at ground level.  The report relates that
originally developed by East Broadway Ventures of Newport Beach,
the property was encumbered by numerous liens and competing claims
regarding payment and priority of payment, Mr. Grant said.  "The
resolution of those disputes cleared the way for sale of the
building," Mr. Grant added.

Sean Deasy, of Holliday Fenoglio Fowler, represented the buyer and
the seller.


890 FLUSHING: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 890 Flushing Avenue Housing Development Fund Corp.
        890 Flushing Avenue
        Brooklyn, NY 11206

Bankruptcy Case No.: 10-52067

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Bruce D. Mael, Esq.
                  BERKMAN HENOCH PETERSON PEDDY & FENCHEL
                  100 Garden City Plaza-3rd Fl
                  Garden City, NY 11530
                  Tel: (516) 222-6200
                  E-mail: b.mael@bhpp.com

Scheduled Assets: $2,210,800

Scheduled Debts: $725,805

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb10-52067.pdf

The petition was signed by Charlotte Montgomery, president.


ALLY FINANCIAL: May Sell Senior Guaranteed Notes; Files Prospectus
------------------------------------------------------------------
Ally Financial Inc. on Monday filed with the Securities and
Exchange Commission an automatic shelf registration statement on
Form S-3ASR.  Pursuant to the filing, Ally may sell from time to
time senior guaranteed notes in one or more offerings.  The senior
guaranteed notes will be unconditionally guaranteed by Ally US
LLC, IB Finance Holding Company, LLC, GMAC Latin America Holdings
LLC, GMAC International Holdings B.V. and GMAC Continental LLC,
each a subsidiary of Ally on an unsubordinated basis.

Ally may offer and sell these securities to or through one or more
underwriters, dealers or agents, or directly to investors, on a
continuous or delayed basis.  The applicable prospectus supplement
will provide the names of any underwriters, dealers or agents, the
specific terms of the plan of distribution and any applicable
underwriting discounts and commissions.  The securities offered by
the prospectus, unless stated otherwise in the applicable
prospectus supplement, will not be listed on any exchange, listing
authority or quotation system.

The notes will be unsubordinated unsecured obligations of Ally and
will rank equally in right of payment with all of Ally's existing
and future unsubordinated unsecured indebtedness and senior in
right of payment to all existing and future indebtedness that by
its terms is expressly subordinated to the notes.  The notes will
be effectively subordinated to all existing and future secured
indebtedness of Ally to the extent of the value of the assets
securing such indebtedness and structurally subordinated to all
existing and future indebtedness and other liabilities (including
trade payables) of subsidiaries of Ally that are not note
guarantors, to the extent of the value of the assets of those
subsidiaries.

A copy of Ally's shelf registration statement is available at no
charge at http://is.gd/k3FPq

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion
in total assets, $152.214 billion in total liabilities, and
$20.977 billion in total equity.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


ALLY FINANCIAL: Treasury Hikes Stake to 73.8% After Conversion
--------------------------------------------------------------
Ally Financial Inc. on December 30, 2010, delivered to the United
States Department of the Treasury a notice of conversion relating
to the conversion of 110,000,000 shares of Ally Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2
held by Treasury into common stock of Ally, par value $0.01 per
share.  The MCP Certificate of Designations allows Ally to
exercise an optional conversion, in whole or in part, subject to
the approval of the Board of Governors of the Federal Reserve
System and the prior written consent of Treasury.

On December 30, 2010, the Conversion was completed and 110,000,000
shares of MCP, all of which were owned by Treasury, were converted
into 531,850 shares of Common Stock.  Prior to the Conversion,
Treasury held roughly 56.3% of the Common Stock of Ally and
$11,437,500,000 aggregate liquidation preference amount of MCP.
Following the Conversion, Treasury holds roughly 73.8% of the
Common Stock of Ally and $5,937,500,000 aggregate liquidation
preference amount of MCP.

As a result of the Conversion and the consequent dilution of the
equity interest in Ally held by or on behalf of General Motors
Company, the Federal Reserve has determined that Ally Bank and GM
will no longer be treated as "affiliates" for purposes of Sections
23A and 23B of the Federal Reserve Act, which, among other things,
impose limitations on transactions between banks and their
affiliates.  Transactions between Ally Bank and GM will continue
to be subject to regulation and examination by the bank's primary
federal regulator, the Federal Deposit Insurance Corporation.

The issuance of Common Stock in the Conversion was exempt from
registration pursuant to Section 4(2) and Section 3(a)(9) of the
Securities Act of 1933, as amended.

Each holder of Ally Common Stock is party to an Amended and
Restated Governance Agreement, which establishes certain
agreements and understandings between the parties with respect to
the composition and size of Ally's Board of Directors.

Pursuant to the Governance Agreement and as a result of the
Conversion, Treasury is entitled to appoint two additional members
of Ally's Board of Directors, for a total of six directors
designated by Treasury.  In accordance with the Governance
Agreement, the size of the Board of Directors will be increased to
11 members.

Prior to the Conversion, Ally submitted an amendment to the MCP
Designation to its stockholders and such amendment was approved by
a majority thereof, including at least two common holders.

                           *     *     *

Steven M. Davidoff, a commentator for The New York Times'
DealBook, says $5.5 billion worth of mandatorily convertible
preferred member securities in Ally were converted into Ally
common stock.

Mr. Davidoff says the announcement was surprising for the fact it
omitted: the government is now in the black on its Ally
investment.  According to Mr. Davidoff, to convert the preferred
securities, a valuation was required for Ally's common stock.  The
announcement did not report this valuation.

In its statement, Mr. Davidoff notes, the Treasury department
stated on Thursday that "Treasury is converting its preferred
stock at 1.0 times the book value of tangible common equity
balance as of Sept. 30, 2010, subject to certain adjustments."

Mr. Davidoff says the conversion values the total common stock of
Ally at $13.8 billion post-conversion, according to Treasury.
This means, Mr. Davidoff says, that the government's stake in the
common stock of Ally is now valued at $10.2 billion.  The
government also retains another $5.9 billion of convertible
preferred securities and $2.7 billion of trust preferred
securities.  The Treasury has already received about $2 billion in
dividends from Ally.  When this dividend is added, the total value
of the government's investment comes to $20.8 billion.

If the current valuation is correct, Mr. Davidoff continues, the
government is looking at a net gain on its investment of $3.8
billion.

According to Mr. Davidoff, the issue is whether the government can
sell at this valuation.  It appears that the Treasury is preparing
Ally for an initial public offering later this year.  According to
the same Treasury sources, Ally was already well-capitalized by
Federal Reserve Board standards.

Mr. Davidoff also notes the valuation currently ascribed to Ally
still must be tested in the market and the government's stake sold
at these prices.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion
in total assets, $152.214 billion in total liabilities, and
$20.977 billion in total equity.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


AMERICAN PACIFIC: Plan Outline Hearing Set for January 25
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on January 25, 2011, at 3:00 p.m., to consider adequacy
of the Disclosure Statement explaining American Pacific Financial
Corporation's proposed Plan of Reorganization.

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

As reported Troubled Company Reporter on November 22, 2010, the
Plan provides for:

   -- cash payments to holders of priority claims;

   -- return or liquidation of collateral of secured creditors;
      and

   -- cash payments to all general unsecured creditors with
      allowed claims, either out of cash or out of net operating
      proceeds through their interest in the participation
      agreement:

       * Holders of General Unsecured Claims of $5,000 or less
         (expected to aggregate $37,315) will receive a cash
         payment of 50% of their claims within six months after
         the effective date.

       * Other holders of general unsecured claims (totaling
         $159,508,939) will receive beneficial interest in
         creditor trust secured participation agreement payable
         over 84 months unless extended by agreement.

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

                 About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Nev. Case No. 10-
27855).  McDonald Carano Wilson, LLP, represents the Debtor.  The
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.


AMERICAN PACIFIC: Taps McDonald Carano as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
American Pacific Financial Corporation to employ McDonald
Carano Wilson LLP, as counsel.

MCW is representing the Debtor in the Chapter 11 proceedings.

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

MCW can be reached at:

     MCDONALD CARANO WILSON LLP
     Kaaran Thomas, Esq.
     Ryan J. Works, Esq.
     2300 West Sahara Avenue, Suite 1000
     Las Vegas, NV 89102
     Tel: (702) 873-4100
     Fax: (702) 873-9966
     E-mail: kthomas@mcdonaldcarano.com
             rworks@mcdonaldcarano.com

                 About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Nev. Case No. 10-
27855).  The Company disclosed $16,597,647 in assets and
$160,977,435 in liabilities as of the Chapter 11 filing.


APPALACHIAN COUNSELING: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Appalachian Counseling, LLC
        P.O. Box 863
        Brevard, NC 28712

Bankruptcy Case No.: 10-11471

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  WESTALL, GRAY, CONNOLLY & DAVIS, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  E-mail: judyhj@bellsouth.net

Scheduled Assets: $303,500

Scheduled Debts: $1,991,712

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-11471.pdf

The petition was signed by Margaret Rust Foley, member/manager.


ARCHDIOCESE OF MILWAUKEE: Files for Chapter 11 Over Abuse Claims
----------------------------------------------------------------
The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese said on its Web site that after consultation with
its advisors, Archbishop Jerome E. Listecki directed attorneys for
the Archdiocese to file a petition for Chapter 11.  The statement
said that financial claims pending against the Archdiocese's
means, recent failure to reach a mediated resolution with
victims/survivors involved in lawsuits against the archdiocese,
along with the November court decision that insurance companies
are not bound to contribute to any financial settlement, made it
clear that reorganization is the best way to fairly and equitably
fulfill obligations.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.  According to Steven Church at Bloomberg News, the
average payment to victims of sex abuse made in the bankruptcy
cases of the dioceses of Davenport, Iowa; Spokane, Washington;
Portland, Oregon; Tucson, Arizona; and Wilmington, Delaware, was
$323,000.

According to the Archdiocese of Milwaukee, there are two goals for
the Chapter 11 filing:

   * The Archdiocese wants to fairly compensate victims/survivors
     with unresolved claims -- both those with claims pending and
     those who will come forward because of this proceeding.

   * The Archdiocese wants to carry on the essential ministries of
     the Archdiocese to continue to meet the needs of parishes,
     parishioners and others who rely upon the Church for
     assistance.

"A Chapter 11 reorganization is the best way to achieve these
goals.  It enables the archdiocese to use available funds to
compensate all victims/survivors with unresolved claims in a
single process overseen by a court, ensuring that all are treated
equitably. In addition, by serving as a final call for legal
claims against the archdiocese, the proceeding will allow the
Church to move forward on stable financial ground, focused on its
Gospel mission," the Archdiocese said.

The Archdiocese of Milwaukee serves 644,000 Catholics in
southeastern Wisconsin.


ARCHDIOCESE OF MILWAUKEE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Archdiocese of Milwaukee
        3501 South Lake Drive
        Milwaukee, WI 53702-0912
        Website: http://www.archmil.org/

Bankruptcy Case No.: 11-20059

Chapter 11 Petition Date: January 4, 2011

Bankruptcy Court: U.S. Bankruptcy Court
                  Eastern District of Wisconsin (Milwaukee)

Bankruptcy Judge: Susan V. Kelley

Debtor's Counsel: Daryl L. Diesing, Esq.
                  WHYTE HIRSCHBOECK DUDEK S.C.
                  555 East Wells Street, Suite 1900
                  Milwaukee, WI 53202
                  Tel: (414) 273-2100

Estimated Assets: $10 million to $50 million

Estimated Debts : $10 million to $50 million

The petition was signed by John J. Marek, treasurer and chief
financial officer.

Debtor's List of 17 Largest Unsecured Creditors:

Entity/Person                  Nature of Claim       Claim Amount
-------------                  ---------------       ------------
Archdiocese of Milwaukee        Accrued Post-         $13,693,375
Priests' Retiree Health         Retirement Health,
Plan                            Dental and Vision
3501 South Lake Drive           Benefits
Milwaukee, WI 53207-0912

M.H.S., Inc.                    Contribution           $3,378,536
742 West Capitol Drive          Payable
Milwaukee, WI 53206-3327

Archdiocesan Cemeteries         Pension                $1,169,580
of Milwaukee
Union Employees' Pension
Plan
3501 South Lake Drive
Milwaukee, WI 53207-0912

Archdiocese of Milwaukee        Pension                Unknown
Lay Employees Pension Plan
3501 South Lake Drive
Milwaukee, WI 53207-0912

Archdiocese of Milwaukee        Pension                Unknown
Priests' Pension Plan
3501 South Lake Drive
Milwaukee, WI 53207-0912

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2005CV1351
CONS
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989


Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2010CV15801
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2007CV8390
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2008CV10160
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2008CV9050
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV13945
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV12849
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV8128
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV16186
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV15678
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2009CV17444
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989

Certain Personal Injury         Personal Injury        Unknown
Plaintiffs
Case No. 2007CV1088
c/o Jeff Anderson &
Associates P.A.
366 Jackson St., Ste 100
Saint Paul, MN 55101-2989


ARIEL FUND: Court OKs First Interim Cash Distribution of $167MM
---------------------------------------------------------------
Justice Richard B. Lowe, III, of the New York State Supreme Court
in Manhattan, has granted the motion of Bart M. Schwartz, as
Receiver for Ariel Fund Limited - a private investment fund
formerly run by J. Ezra Merkin that is alleged to have secretly
invested more than one-fourth of its assets with Bernard L. Madoff
Investment Securities - to distribute $167 million of cash
investment proceeds to investors who suffered losses through the
fund.  Payments were sent to all investors in the fund for
delivery in advance of the 2010 year-end (with the exception of
Mr. Merkin and his affiliates, whose payments in respect of their
investment holdings in the fund were withheld by the Receiver
pending final resolution of claims against Mr. Merkin, including,
among others, claims brought by the New York Attorney General, and
directly by the Receiver).  Mr. Schwartz was appointed as Receiver
by Justice Lowe as a result of legal action by then Attorney
General Andrew Cuomo.

When asked to comment on the first interim distribution, Mr.
Schwartz said, "I am very pleased with Justice Lowe's decision to
allow us to make this first interim distribution of cash to
injured investors, and I am delighted that we were able to get
payments out for delivery before the close of 2010.  This is a
complex matter, which required significant oversight and direction
from Justice Lowe and the Court-appointed Special Master, Leslie
Treff, to protect the interests of all parties while helping the
injured investors."  Mr. Schwartz went on to say that, "we will
continue in our efforts to maximize overall returns to investors,
including through prudent, value-preserving liquidation of the
fund's roughly $500 million in estimated value of remaining
assets, and through pursuing additional recoveries from culpable
parties.  In making this first interim distribution to investors,
we have made sure to maintain reserves sufficient to cover all of
the fund's operating needs going forward, as well as any
reasonably foreseeable potential liabilities to creditors."

Regarding prospects and timing for future interim distributions to
investors, Mr. Schwartz said, "We are making good progress in our
value realization efforts, and we are hopeful that we will be in a
position to make a further interim distribution of cash to the
fund's investors during the second or third quarter of 2011."

In describing the legal framework surrounding the first interim
distribution, the Receiver's counsel, James C. McCarroll of Reed
Smith LLP, said, "We are pleased to have played a role in
achieving this very favorable early-stage result for investors in
the fund.  To distribute cash to investors in a Cayman-domiciled
fund, through a New York State Court Receivership, with multiple
alleged creditor claims pending, required careful analysis and
structuring of the distribution plan.  We look forward to the
opportunity to participate in further distributions to investors,
as investment and claim proceeds become available."

The case is The People of the State of New York v. J. Ezra Merkin,
et al. (Index No. 450879/2009).

As reported in the Troubled Company Reporter, J. Ezra Merkin ceded
to New York Attorney General Andrew Cuomo's demands that he step
down as manager of his hedge funds Ariel Fund Limited, Ascot
Partners, L.P., and Gabriel Capital, L.P., and place them into
receivership, following the collapse of Bernard L. Madoff
Investment Securities LLC.


ASARCO LLC: Parent Aims to Recover $210MM Paid for Omaha Claim
--------------------------------------------------------------
Grupo Mexico, S.A. de C.V., hopes to recover up to $210 million
in environmental liabilities paid by its subsidiary, ASARCO LLC,
for damages attributed to ASARCO's lead smelter in Omaha,
Nebraska, Dow Jones Commodities News reports.

According to the report, Grupo Mexico has initiated a procedure
in U.S. federal courts to obtain proof that officials from the
U.S. Environmental Protection Agency destroyed documents showing
that ASARCO was not responsible for pollution in Omaha.

"This procedure doesn't reopen the Chapter 11 process, rather it
questions and seeks information through the Freedom of Information
Act to totally or partially reclaim $210 million that
Asarco paid for environmental cleanup and corresponding damages,"
Grupo Mexico said.

In June 2009, the United States Bankruptcy Court for the Southern
District of Texas approved the Amended Settlement Agreement and
Consent Decree Regarding Residual Environmental Claims for the
Coeur d'Alene, Idaho, Omaha, Nebraska, and Tacoma, Washington
Sites, which, among other things, approved the settlement of the
United States Government's claim against ASARCO with respect to
the Omaha Lead Superfund.  ASARCO paid a total of $1.79 billion
to various states and government agencies through separate
environmental settlements.

Representing Grupo Mexico and ASARCO, Gregory Evans, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California,
said in an interview that ASARCO got copies of e-mails in which
EPA employees discussed destroying a newer contamination survey
indicating the Omaha site was most likely polluted by peeling
lead house paint, and not smelter emissions, Laurel Brubaker
Calkins of Bloomberg News reports.

"We're alleging fraud and misconduct by the EPA, and we've got a
smoking gun to prove it," Bloomberg News quoted Mr. Evans as
saying.  "We've got e-mail after e-mail where the EPA says to
destroy documents and the e-mails discussing them, because they'd
be subject to a Freedom of Information Act request," he added.

In August 2008, ASARCO sued the EPA to compel the agency to turn
over files for a more recent study on sources of lead at the
site.  An EPA project manager swore there was nothing else, and
the court dismissed the case based in large part on those
assertions, Bloomberg News relates, citing Mr. Evans.

The documents referred in the internal EPA e-mails included
records of discussions between EPA managers and experts
concluding that EPA's air modeling did not and could not support
EPA's allegations regarding the cause of contamination at the
Omaha site, Bloomberg News says.

As previously reported, ASARCO joined Union Pacific Railroad Co.
in a separate lawsuit in a federal court in Nebraska to compel
the EPA to turn over studies relating to the site.

Union Pacific, which the EPA also blamed for the pollution at the
Omaha site, refused to settle and sued the agency.  The Nebraska
court has barred the EPA from destroying any documents related to
the region surrounding Omaha until the dispute is resolved,
according to Bloomberg News.

                          About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Plan Admin. to Pay Barclays' Remaining Fees
-------------------------------------------------------
Asarco LLC Plan Administrator Mark A. Roberts and Barclays Capital
Inc. agree in a Bankruptcy Court-approved stipulation and order
that (i) the total remaining unpaid amount of fees and expenses
due to Barclays on its Third Interim and Final Fee Application for
the period from August 30, 2005, to December 9, 2009, is $148,064,
and (ii) the Plan Administrator, not ASARCO LLC, is responsible
for payment of, and has already paid on December 10, 2010, that
amount to Barclays.

The Plan Administrator previously asked Judge Schmidt to amend
the order approving Barclays' Final Fee Application to deduct the
amount that was already paid.

The Court, therefore, amended and clarified the order approving
Barclays' Final Fee Application to provide that the total
remaining unpaid amount of fees and expenses due on the Final Fee
Application was $148,064, and that the Plan Administrator, not
ASARCO, is responsible for payment of that amount.

Upon the payment of $148,064 to Barclays on December 10, 2010,
the Final Fee Application was paid in full and no further amounts
are due, the Court acknowledged.  The Plan Administrator's
request to amend the order approving Barclays' Final Fee
Application is resolved by the parties' agreement.

                          About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Parent Appeals Barclays Fee Order
---------------------------------------------
ASARCO LLC, ASARCO Incorporated and Americas Mining Corporation,
and Barclays Capital Inc. separately notified the United States
Bankruptcy Court for the Southern District of Texas that they
will take an appeal to the United States District Court for the
Southern District of Texas from the memorandum opinion and order
on the fee application and fee enhancement motion of Barclays
entered by the Bankruptcy Court on December 2, 2010, and all
adverse orders, rulings, decrees, opinions, and judgments leading
up to, merged into, or included within the Order.

As previously reported, Bankruptcy Judge Richard S. Schmidt
approved Barclays' Final Fee Application, as purchaser of rights
to compensation of Lehman Brothers Inc., for services rendered
and reimbursement of expenses as financial advisor and investment
banker to the Reorganized Debtors for the period from August 30,
2005, to December 9, 2009.  Judge Schmidt allowed Barclays
(a) $6,641,774 in professional fees, and (b) $1,200,421 for
reimbursement of reasonable and necessary expenses.

In a separate memorandum opinion and order, Judge Schmidt
approved and directed the payment of a $975,000 discretionary fee
to Barclays.  The Court, however, denied Barclays' request for a
$6 million fee enhancement in relation to the auction of the
judgment obtained in the proceeding involving Southern Copper
Corporation.

                       Issues on Appeal

ASARCO LLC and the Parent want the District Court to determine
whether the Bankruptcy Court erred in awarding Barclays $975,000
in additional compensation for "unanticipated services" under
Section 328(a) of the Bankruptcy Code.  The Appellants want the
District Court to verify these questions:

  (a) Were the Bankruptcy Court's factual findings, including
      its findings about the alleged complexity of the
      bankruptcy, length of the case, market rates and
      compensation, purported "unanticipated" nature of the
      services provided, and other conditions and circumstances
      surrounding the ASARCO bankruptcy, clearly erroneous?

  (b) Did the Bankruptcy Court improperly award Barclays
      $975,000 in additional compensation under Section 328(a)
      based on "developments unforeseen" instead of requiring
      that the "intervening circumstances must have been
      incapable of anticipation, not merely unanticipated?"

  (c) Did Barclays present sufficient evidence to establish the
      "incapable of anticipation" standard?

  (d) Did the Bankruptcy Court err by retroactively approving
      Barclays' modification of the Lehman Engagement without
      subjecting the modified deal to review under Section
      328(a)?

  (e) Did the Bankruptcy Court impermissibly allow Barclays to
      recover for work allegedly performed by Lehman Brothers,
      Inc.?

The Appellants also want the District Court to determine whether,
to the extent the Order rests on Section 6(f) of the Barclays
Engagement Letter, the Bankruptcy Court erred in authorizing
$975,000 in additional compensation to Barclays.  They also filed
with the Bankruptcy Court a designation of documents and related
filings for inclusion in the record on appeal.

                          About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Court OKs Demolitions at Corpus Christi Plant
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved $3.6 million for the demolition of 50 buildings, silos
and storage tanks and for the removal of asbestos at the
Encycle/ASARCO plant in Corpus Christi, Texas, Mesothelioma.com
reports.

The Encycle/ASARCO plant is a former zinc smelting and commercial
waste management site.  According to Mesothelioma.com, the
Austin-based Energy Renewal Partners was expected to begin
preparing the site for demolition in December 2010.

Before any demolition can take place, asbestos must be removed to
prevent creating an environmental hazard.  Should demolition take
place with asbestos still present, asbestos fibers could be
released into the air and inhaled by workers and the surrounding
community.

Water sprayers and tarps will be used to control and isolate
demolition dust, and wrecking balls and explosives will not be
used.  Once demolition has been completed, contaminated soil also
will be removed from the site.

According to the agreement between the bankruptcy trustee and
Energy Renewal Partners, the project deadline is May 29, 2013,
and seven general use buildings will not be demolished, but
rather offered for sale once demolition of the other structures
is complete.

                          About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


BANNING LEWIS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Banning Lewis Ranch Company LLC and its debtor-affiliates filed
with the U.S. Bankruptcy Court District of Delaware its summary of
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property              $164,347,640
  B. Personal Property               936,857
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $83,657,866
  E. Creditors Holding
     Unsecured Priority
     Claims                                       108,612,207
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                   $164,284,497     $192,270,073

                       About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion
of a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs,
Colorado.  The first section built, the 350-acre Northtree
Village, opened in September 2007 and will have 1,000 homes
priced from the high $100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2019 (Bankr. D. Del. Case No.
10-13445).  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BILLY JASON HARWELL: 11th Cir. Remands Trustee Suit v. Hutton
-------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
reversed the district court's grant of summary judgment in favor
of Steven D. Hutton and his law firm, Steven D. Hutton, P.L., on
fraud claims asserted by Lynn H. Martinez, as Bankruptcy Trustee
for the Billy Jason Harwell estate.

The bankruptcy court assumed that Mr. Hutton had schemed with the
Debtor to have the Debtor's funds placed in Mr. Hutton's trust
account and then distributed to Mr. Harwell personally, his family
members, and selected creditors.  Despite Mr. Hutton's being
involved in, and the mastermind of, Mr. Harwell's fraudulent
transfer scheme, the bankruptcy court concluded that Ms. Martinez
could not recover the funds from Mr. Hutton because he was not the
"initial transferee" under 11 U.S.C. Sec. 550(a)(1).

The Eleventh Circuit reversed and remanded the case to the
district court with instructions to remand it to the bankruptcy
court for further proceedings consistent with the appellate
court's opinion.

Because the bankruptcy and district courts' rulings on Ms.
Martinez's state law claims relied in part on their conclusion
that Mr. Hutton was not an "initial transferee," the Eleventh
Circuit reversed the grant of summary judgment on those state law
claims too and remand those claims too to the district court with
instructions to remand them to the bankruptcy court for
reconsideration.  The Eleventh Circuit expressed no opinion on the
state law claims.

The appellate case is Lynn H. Martinez, v. Steven D. Hutton,
Steven D. Hutton, P.L., Case No. 09-14997 (11th Cir.).

The decision, dated December 29, 2010, was issued by Circuit
Judges Frank M. Hull and Stanley Marcus, and the Hon. Marcia G.
Cooke, of the U.S. District Judge for the Southern District of
Florida, sitting by designation.  A copy of the decision is
available at http://is.gd/k4E9hfrom Leagle.com.

Based in Colorado Springs, Colorado, Billy Jason Harwell, a/k/a
8345 Bluffview Way, filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 05-41744) on October 10, 2005.  The case
was later converted to a Chapter 7 proceeding.  Lynn H. Martinez
was appointed as Bankruptcy Trustee.  Judge A. Bruce Campbell
presided over the case.  In his petition, the Debtor listed
$2,661,355 in assets and $3,543,434 in debts.


BORDERS GROUP: May Ask Publishers to Extend Due Dates
-----------------------------------------------------
The Wall Street Journal's Jeffrey A. Trachtenberg reports that
people familiar with the situation said Borders Group Inc. is
expected to ask publishers on Wednesday to push back the due dates
on bills as it works out a refinancing plan.  The move will allow
Borders to conserve cash.  It's unclear whether publishers will
agree to the request.

The Journal has noted that Borders' refinancing plan could include
an infusion of new equity and a new lead bank lender.  The Journal
relates Bank of America Corp. and other lenders, including General
Electric Co.'s GE Capital, last year agreed to provide Borders
with up to $970.5 million in loans under a secured revolving
credit facility.

Mr. Trachtenberg reports that an executive at one publishing
company said Borders halted payment on a check that covered books
shipped in October.  That executive has expressed concern about
expected payments due at the end of January for books shipped in
November and February payment for books shipped in December.

Mr. Trachtenberg also relates one supplier said that he is eager
to hear what Borders has to say.

Borders declined to comment, Mr. Trachtenberg says.

According to Mr. Trachtenberg, rival Barnes & Noble Inc. on
Tuesday questioned the fairness of Borders striking special
arrangements with its suppliers.  "We think the playing field
should be even. We expect publishers to offer the same terms to
all other booksellers including Barnes & Noble and independent
booksellers," Barnes & Noble said in a statement.

Barnes & Noble expects book publishers "will require Borders to
pay their bills on the same basis upon which all other booksellers
pay theirs.  Any changes in publishers' terms should be made
available to all."

                        About Borders Group

Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  The Wall Street Journal says Borders
is the nation's second-largest bookstore chain by revenue, behind
Barnes & Noble Inc.

The Wall Street Journal's Jeffrey Trachtenberg reported that
Borders said Dec. 30 it was delaying payments to some publishers.
According to the Journal, Borders said the delays were part of its
efforts to refinance its debt and that it had notified the
publishers with which it is seeking to restructure payments.

On December 9, 2010, Borders released its financial results for
the third quarter ended October 30, 2010.  The Company disclosed
that it was in detailed discussions with potential lenders for
replacement financing that Borders believes will provide
sufficient liquidity through at least the beginning of 2012.
Borders is also pursuing the potential sale of certain assets as
well as cost reduction and sales generating initiatives.  Borders
cautioned that there can be no assurance that it will be able to
obtain adequate financing or that its other initiatives will be
successful.  Borders also said if the steps it is taking are not
successful, it could be in violation of the terms of its credit
agreements in the first quarter of calendar 2011, which could
result in a liquidity shortfall.

As of October 30, 2010, Borders had total assets of
$1,356,600,000, total liabilities of $1,397,400,000, and
stockholders' deficit of $40,800,000.


CALIFORNIA COASTAL: Seeks to Hire Keightley & Ashner as Counsel
---------------------------------------------------------------
BankruptcyData.com reports that California Coastal Communities
filed with the U.S. Bankruptcy Court a motion seeking to retain
Keightley & Ashner (Contact: James J. Keightley) as special
pension benefits counsel at these hourly rates:

    $750 for James J. Keightley;

    $700 for each of Harold J. Ashner, William G. Beyer, Stanley
         M. Hecht, Linda E. Rosenzweig and Deborah G. West,

    $600 for Keightley & Ashner's senior actuarial advisor (John
         F. Langhans), FSA, MAAA,

    $550 for Keightley & Ashner's senior PBGC benefits advisor
         (Ellan H. Spring) and

    $175 for any paralegal services.

                      About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CAPITOL BANCORP: Launches Exchange Offer for Trust Preferreds
-------------------------------------------------------------
Capitol Bancorp Limited (NYSE: CBC) launched an Exchange Offer,
offering shares of its common stock, no par value per share, for
any and all outstanding trust preferred securities issued by
Capitol Trust I, Capitol Trust II, Capitol Trust III, Capitol
Trust 4 (a/k/a Trust IV), Capitol Trust VI, Capitol Trust VII,
Capitol Trust VIII, Capitol Trust IX, Capitol Trust X, Capitol
Trust XI and Capitol Trust XII, which are statutory trusts formed
under the laws of the State of Delaware.  The offer commenced on
January 3, 2011.

For each $10.00 liquidation amount of the Trust Preferred
Securities of Capitol Trust I or Capitol Trust XII that Capitol
accepts in the Exchange Offer, Capitol will issue 10 shares of its
common stock.  For each $1,000 liquidation amount of the Trust
Preferred Securities of Capitol Trusts II-XI accepted in the
Exchange Offer, Capitol will issue 1,000 shares of its common
stock.  No accrued and unpaid interest owed by Capitol with
respect to the Trust Preferred Securities will be paid to holders
who tender any Trust Preferred Securities in the Exchange Offer.
The following Trust Preferred Securities, which constitute all of
Capitol Bancorp's outstanding Trust Preferred Securities as of
September 30, 2010, are subject to the Exchange Offer:

                                              Approximate
                                              Liquidation
    TruPS Issuer                                   Amount
    ------------                             ------------
  Capitol Trust I (NYSE: CBC-PRA)             $25,300,000
  Capitol Trust II (non-publicly held)         10,000,000
  Capitol Trust III (non-publicly held)        15,000,000
  Capitol Trust 4 (non-publicly held)           3,000,000
  Capitol Trust VI (non-publicly held)         10,000,000
  Capitol Trust VII (non-publicly held)        10,000,000
  Capitol Trust VIII (non-publicly held)       20,000,000
  Capitol Trust IX (non-publicly held)         10,000,000
  Capitol Bancorp Trust X (non-publicly held)  33,000,000
  Capitol Trust XI (non-publicly held)         20,000,000
  Capitol Trust XII (NYSE: CBC-PB)             14,500,000

Capitol's obligation to exchange common stock for Trust Preferred
Securities in the Exchange Offer is subject to a number of
conditions that must be satisfied or waived by Capitol, including,
among others, that (i) that the holders of Capitol's common stock
must approve a proposal to amend Capitol's articles of
incorporation to increase the number of authorized shares of
Capitol's common stock from 50,000,000 to 1,500,000,000 at a
special meeting of shareholders to be held on January 31, 2011 (or
any adjournments or postponements thereof); (ii) holders of
Capitol's common stock must approve the Exchange Offer at the
special meeting of shareholders of Capitol (or any adjournments or
postponements thereof) in accordance with Section 312.03 of the
New York Stock Exchange Listed Company Manual; (iii) holders of
the Trust Preferred Securities of Capitol Trust I and Capitol
Trust XII must approve the proposals to approve the amendments to
certain provisions of the Indentures and Guarantee Agreements
issued in connection with Capitol Trust I and Capitol Trust XII;
and (iv) there has been no change or development that in its
reasonable judgment may materially reduce the anticipated benefits
to Capitol of the Exchange Offer or that has had, or could
reasonably be expected to have, a material adverse effect on the
Corporation, its businesses, condition (financial or otherwise) or
prospects.

If the conditions set forth in (i) and (ii) above are not met,
Capitol may proceed with the Exchange Offers subject to a
limitation of 19.9% of new shares of common stock.  If the
proposal to increase Capitol's authorized shares or the Exchange
Proposal are not approved at the special meeting of Capitol's
shareholders, depending on the aggregate liquidation amount of
Trust Preferred Securities tendered in the Exchange Offer, Capitol
may be required to prorate the Trust Preferred Securities that it
accepts in this Exchange Offer to remain within this limit. Any
Trust Preferred Securities not accepted for exchange as a result
of proration will be returned to tendering holders promptly after
the expiration date.

The Exchange Offer is one component of the capital initiatives
announced December 23, 2010, by Capitol and reported in the
Troubled Company Reporter on December 28, 2010, which are designed
to augment its existing strategic initiatives focused primarily on
affiliate divestitures, operational cost savings, balance sheet
deleveraging and system-wide liquidity.  The Exchange Offer
represents an efficient opportunity to strengthen the composition
of Capitol's capital base by increasing its Tier 1 common and
tangible common equity ratios, while also reducing the dividend
and interest expense associated with the debt securities. By
increasing its common equity component, Capitol expects to have
increased capital flexibility to take advantage of market
opportunities and implement its long-term strategies.

When the Trust Preferred Securities were originally issued, and
until recently, substantially all of those securities comprised a
crucial element of Capitol Bancorp's compliance with regulatory
capital requirements because they were a material component of
regulatory capital.  Because of Capitol Bancorp's weakened
financial condition and recent changes affecting its ability (as
well as that of other bank holding companies in the United States)
to include any portion of its Trust Preferred Securities in
regulatory capital computations, a small portion of its Trust
Preferred Securities are included in the Corporation's current
regulatory capital measurements and will cease to be includable in
the future.

Currently, interest payments on all of Capitol Bancorp's Trust
Preferred Securities are in a deferral period, which commenced in
mid-2009 as a component of the Corporation's efforts to conserve
cash resources.  In addition, Capitol Bancorp is prohibited from
making any interest payments on the Trust Preferred Securities
without prior regulatory approval.  By increasing its common
equity foundation through the Trust Preferred Securities exchange
offer and other contemplated components of its capital strategy,
which are described herein, Capitol Bancorp expects flexibility to
prospectively pursue market opportunities and implement longer-
term operating strategies that can be pursued at the appropriate
time, subject to approval of the Trust Preferred Securities
exchange offer and the other matters discussed in this
announcement.

The complete terms and conditions of the Exchange Offer are set
forth in the Offering Memorandum and Letter of Transmittal for the
Exchange Offer, which are being sent separately to holders of the
Trust Preferred Securities.  As reported in the Troubled Company
Reporter on Dec. 28, 2010, Capitol Bancorp filed a preliminary
proxy statement with the Securities and Exchange Commission -- see
http://is.gd/jkAa2-- outlining the planned actions that will be
voted upon by the holders of Capitol Bancorp's common stock at a
special meeting scheduled to be held on January 31, 2011.

The Exchange Offer will expire at 11:59 p.m., Lansing, Michigan
time on January 31, 2011, unless extended or terminated early.

Honigman Miller Schwartz and Cohn LLP has provided Capitol with
legal advice in connection with the Exchange Offer.

The Exchange Offer is being made in reliance upon the exemption
from the registration requirements of the Securities Act of 1933,
as amended, provided by Section 3(a)(9) of the Securities Act.
This press release is for informational purposes only and neither
an offer to purchase nor a solicitation to buy any of the Trust
Preferred Securities issued by the Capitol Trusts, nor is it a
solicitation for acceptance of the Exchange Offer. Capitol is
making the Exchange Offer only by, and pursuant to the terms of,
the relevant Exchange Offer Documents. The Exchange Offer is not
being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky
or other laws of such jurisdiction. None of Capitol, its financial
or legal advisors, the trustees of the Capitol Trusts, the
exchange agent or any of their respective affiliates is making any
recommendation as to whether holders should tender their Trust
Preferred Securities in connection with the Exchange Offer.

                  About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $4.2 billion national
community bank development company, with a network of banks in 14
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Mich., and Phoenix, Ariz.


CATHOLIC CHURCH: St. Dennis Wants Lift Stay to Use Insurance
------------------------------------------------------------
St. Dennis' Roman Catholic Church asks the U.S. Bankruptcy Court
for the District of Delaware for relief from the automatic stay to
allow the use of proceeds from insurance policies, under which the
Catholic Diocese of Wilmington, Inc., is named as a co-insured, to
fund any settlement reached between St. Dennis and Joseph Curry in
the case filed in the Superior Court for the State of Delaware in
and for New Castle County and styled Joseph Curry v. Catholic
Diocese of Wilmington, Inc. and St. Dennis' Roman Catholic Church
(C.A. No. 08C-07-239 (CLS)).

The filing of the Diocese's bankruptcy petition stayed the State
Court Action with respect to the Diocese, relates William D.
Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in Wilmington,
Delaware.  He adds that on February 4, 2010, the Bankruptcy Court
entered an order extending the automatic stay to certain other
non-debtor entities, including the Parish.

On August 30, 2010, the Bankruptcy Court lifted the stay to allow
certain personal injury actions to proceed against specified non-
debtor entities, including the Parish in the State Court Action.
After the stay was lifted, the State Court Action continued
against the Parish only.  The trial in the State Court Action is
currently scheduled for January 3, 2011.

The Parish and the Plaintiff have attended two mediations and
engaged in extensive settlement negotiations in an attempt to
reach a settlement of the Plaintiff's claims against the Parish in
the State Court Action, Mr. Sullivan informs the Court.  He
asserts that the relief sought in the request will be required if
the parties are able to reach a settlement prior to the scheduled
trial.

The proceeds to pay any settlement of Mr. Curry's claims against
St. Dennis will come from insurance policies issued by the
Insurance Company of the State of Pennsylvania and Certain
Underwriters at Lloyds, London, Mr. Sullivan says.  He notes that
the Insurance Policies are in the name of the Diocese, but
identify the Parish as an additional insured and provide coverage
to both the Parish and the Diocese under the same terms and
limits.

Therefore, Mr. Sullivan asserts, payment of any settlement from
insurance proceeds would reduce the amount available under the
Insurance Policies to pay other claims against the Diocese.
Accordingly, the Parish seeks relief from the automatic stay to
allow the use of proceeds from the Insurance Policies to pay the
Plaintiff, if the Parish and the Plaintiff are able to reach a
consensual settlement.

The Parish reserves its right to withdraw the request if no
settlement is reached.

A hearing will be held on January 3, 2011, to consider the
request.

                  Creditors Committee Objects

The Official Committee of Unsecured Creditors asks Judge
Christopher Sontchi to deny the request arguing that:

  (a) the request does not disclose which insurance policies are
      being used to pay the potential settlement;

  (b) St. Dennis' contention that it cannot pay a settlement
      absent an insurance contribution cannot be evaluated in
      the absence of information regarding St. Dennis' financial
      condition; and

  (c) the request is based on speculation regarding the terms of
      a settlement.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that given the Diocese's and St.
Dennis' insurance program, the information as to which policies
are being used to pay the potential settlement is essential to a
determination of whether the payment of a settlement from
insurance proceeds is prejudicial to the bankruptcy estate.

St. Dennis' assertion relating to its "speculation" of the
settlement terms illustrates that the request is premature and
should not be heard until a settlement is documented and presented
to the Bankruptcy Court, Ms. Jones contends.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Morgan Lewis Fees Capped at $150,000
-----------------------------------------------------
The Catholic Diocese of Wilmington, Inc., and its Official
Committee of Unsecured Creditors agree in a Court-approved
stipulation that the budget for Morgan, Lewis & Bockius LLP
as the Creditors Committee's special insurance counsel will be
capped at $150,000 for fees incurred between November 1, 2010,
through April 30, 2011, excluding fees related to any adversary
proceeding that is brought between the Diocese and any of its
insurers, or in the event of any additional mediation sessions,
subject to additional increases upon further Court order.

As reported in the Troubled Company Reporter on December 10, 2010,
the Official Committee of Unsecured Creditors appointed in the
bankruptcy case of the Catholic Diocese of Wilmington, Inc.,
received permission from the U.S. Bankruptcy Court for the
District of Delaware to retain Morgan, Lewis & Bockius LLP as its
special pension counsel, nunc pro tunc to October 11, 2010.

Morgan Lewis will charge the Debtor's estate based on these
negotiated and discounted hourly rates for its new services:

  Professional               Rate
  ------------               ----
  Robert L. Abramowitz       $653
  Colm Connelly              $536
  Marianne Yudes             $441
  Paul Richler               $475
  Paralegals                 $260

The firm will also be reimbursed for its necessary expenses.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Fairbanks Reports on Progress of Undertakings
--------------------------------------------------------------
The Catholic Bishop of Northern Alaska filed with the U.S.
Bankruptcy Court for the District of Alaska a status report
pursuant to Section 17.12 of the Diocese and the Official
Committee of Unsecured Creditors' Third Amended and Restated Joint
Plan of Reorganization, which became effective on March 19, 2010.

Section 17.12 requires the Diocese to file semi-annual reports
regarding non-monetary steps undertaken to promote healing and
reconciliation of abuse survivors.

The Diocese filed its first status report on August 17, 2010.
Since that time, the Diocese has also accomplished these items:

  (a) The Diocese's Web site, located at http://www.cbna.info,
      continues to display prominent links to the names of all
      known perpetrators, admitted, proven or credibly accused,
      including all deceased perpetrators, and to include
      prominent links where survivors can report abuse and view
      the Bishop's letter of apology;

  (b) Bishop Donald J. Kettler continues to conduct Healing and
      Listening Sessions, and as of December 17, 2010, Healing
      and Listening Sessions have been conducted at 17 of the 32
      Parishes.  Most recently, the Bishop conducted several
      Healing and Listening Sessions in the Stebbins and St.
      Michael's Parishes.  The Bishop will continue to hold
      those Sessions in the future;

  (c) Prior to each Parish Healing and Listening Session, the
      Diocese sent individual invitations to abuse survivors
      encouraging their attendance, notified each Parish
      Administrator, and has posted general announcements
      regarding the Sessions on the Parish bulletin board and
      appropriate public places, like tribal hall and the post
      office.  Similarly, general announcements regarding the
      sessions have been broadcast on KNOM;

  (d) At each Session, the Bishop conducts a Healing Mass at
      which he encourages parishioners to support the abuse
      survivors, and lists the perpetrators, which is in
      addition to the list of perpetrators already posted in the
      church.  He urges survivors to report abuse to law
      enforcement officers, the Diocesan Victim Assistance
      Coordinator, and their healthcare and survivor
      organizations.  The Bishop also assures survivors that
      they will not go to hell for reporting abuse and do not
      commit any sin in coming forward;

  (e) Alaska's three Catholic Bishops expressed contrition in
      August 2010, when they convened to conduct listening
      sessions, lead healing services for survivors of abuse,
      visit elders, and visit those homebound by illness; and

  (f) Bishop Kettler also led a general healing and
      reconciliation Mass in Fairbanks at the Alaska Federation
      of Natives convention on October 20, 2010, at which his
      homily was directed to contrition and to healing for the
      abuse survivors.  This homily is posted on the Web site
      for continuing review and for the use of any survivors,
      who were unable to attend the Mass.

                About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  In its schedules, the Debtor
disclosed total assets of $13,316,864 and total liabilities of
$1,838,719 as of the Petition Date.

The Bankruptcy Court entered its order confirming the "Debtor's
and the Official Committee of Unsecured Creditors' Third Amended
and Restated Joint Plan of Reorganization for the Catholic Bishop
of Northern Alaska" on February 17, 2010.  The effective date of
the Plan occurred on March 19, 2010.

In November 2010, Judge Donald MacDonald IV entered a final decree
and order closing the Chapter 11 case of the Catholic Bishop of
Northern Alaska.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CELEBRITY RESORTS: Emerges from Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Orlando Sentinel reports that Celebrity Resorts LLC has emerged
from Chapter 11 bankruptcy protection.  A lawyer with the Company
said the Company has left bankruptcy "fully intact" with no job
losses.

As reported in the Jan. 4, 2011 edition of the Troubled Company
Reporter, the Plan was confirmed by the bankruptcy court over
objections filed by Dr. Neil S. Meyers and other parties.

The bankruptcy cases filed by the Debtors stem from a ferocious
family dispute regarding the ownership and control of the Debtors'
timeshare enterprise.  Dr. Meyers has challenged the Debtors'
actions at every step of this proceeding.  Dr. Meyers contested
the bankruptcy filings asserting he, and not his eldest son Jared
M. Meyers, owns and controls the Debtors.  Dr. Meyers acquired the
secured claim of the Debtors' primary secured creditor, Farmington
Bank, which has generated significant litigation involving the
claim's valuation and confirmation.  The younger sons Derek Meyers
and Dylan Meyers have been involved in the disputes.

The Court scheduled the ownership, claim valuation, and
confirmation evidentiary hearings on an expedited basis due to the
time constraints imposed by the Debtors' financing agreement with
Textron Inc., a maker of Cessna airplanes.

Textron agreed to provide the Debtors with a $4 million
forward financing facility for the sales of timeshare units, but
the financing is contingent upon the confirmation of the Debtors'
Plan before December 31, 2010.

The Plan has been accepted in writing by the requisite majorities
of all Impaired Classes of Claims, except as to the Class 4 Claim
held by Farmington Bank and assigned to Dr. Meyers.  The holder of
the Class 4 Claim voted against the Plan.  The Debtors have sought
"cramdown" with respect to the Class 4 Claim.

In its confirmation order, the Court ruled that the Class 4 Claim
is a secured claim and is subject to cramdown pursuant to 11
U.S.C. Section 1129(b)(2)(A)(iii).  Dr. Meyers will realize the
indubitable equivalent of the Class 4 Claim through the conveyance
of the FB Timeshare Inventory to him, which conveyance will
satisfy the claim in full. 11 U.S.C. Sec. 1129(b)(2)(A)(iii).

A copy of the Court's Confirmation Order is available at
http://is.gd/k06Onfrom Leagle.com.

Orlando, Florida-based Celebrity Resorts, LLC, and 35 affiliates
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. M.D. Fla. Lead Case No. 10-03550).  R. Scott Shuker, Esq.,
at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its
restructuring effort.  The Company estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


CIMMARON SQUARE: 3 Owners of Shopping Center File for Chapter 11
----------------------------------------------------------------
The three owners of the Cimmaron Square shopping center in the
Mountain Edge master-planned community southwest of Las Vegas
filed for Chapter 11 relief on Dec. 31 in Las Vegas, Nevada.

The three entities that filed for Chapter 11 are:

                                               (in millions)
   Entity                   Case No.      Assets    Liabilities
   ------                   --------      ------    -----------
  Cimmaron Square KG LLC    10-34254       $2.5        $12.3
  Alma GW AZ LLC            10-34255       $2.5        $12.3
  Cimmaron Square ROT LLC   10-34253       $6.2        $12.3

Of the $12.3 million debt, $11.46 million is secured and owed to
Inland Mortgage Capital of Oak Brook, Illinois.  Inland Mortgage
filed a lawsuit in Clark County District Court against the three
Cimmaron Square entities and sought appointment of a receiver for
the property.

Steve Green at Las Vegas Sun reports that debts of the Cimmaron
Square entities include tenant deposits from Snap Fitness, Barking
Dogs Self-Wash, Miz Lola's Spirits & Gaming, Kwik E Mart, Patty's
Closet, Fantastic Nails, Legends 6 Cleaners, Papa John's Pizza,
Poppy's Frozen Yogurt and Subway.


CIMMARON SQUARE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cimmaron Square KG, LLC
        2283 Stratford Lane
        Los Angeles, CA 90077

Bankruptcy Case No.: 10-34254

Debtor-affiliates that filed separate Chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      Alma GW AZ LLC             10-34255
      Cimmaron Square ROT LLC    10-34253

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtors'Counsel: Lenard E. Schwartzer, Esq.
                  SCHWARTZER & MCPHERSON LAW FIRM
                  2850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590
                  Fax: (702) 892-0122
                  E-mail: bkfilings@s-mlaw.com

Scheduled Assets & Liabilities:

                                      (in millions)
   Entity                          Assets    Liabilities
   ------                          ------    -----------
  Cimmaron Square KG LLC            $2.5        $12.3
  Alma GW AZ LLC                    $2.5        $12.3
  Cimmaron Square ROT LLC           $6.2        $12.3

A list of Cimmaron Square KG's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-34254.pdf

A list of Cimmaron Square ROT's 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb10-34253.pdf

The petitions were signed by Kevin Kaveh Golshan, managing member.


CLAIM JUMPER: Has Until April 11 to File Chapter 11 Plan
--------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended Claim Jumper Restaurants LLC and Claim Jumper
Management LLC's exclusive period to propose a Chapter 11 plan
until April 11, 2011, and exclusive period to solicit acceptances
of that plan until June 9, 2011.

Judge Gross ruled that the Debtors' extension request is in the
best interest of their creditors and all other parties in
interest.  He determined that the legal and factual bases set in
the request establish just cause for the relief.

                        About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operates a chain of casual dining
restaurants.  It was founded in 1977.  It has locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection on
September 10, 2010 (Bankr. D. Del. Case No. 10-12819).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel.  Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.

In December 2010, Claim Jumper completed the sale its business to
Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.


CONTINENTAL COMMON: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Continental Common, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Texas a list of its 20 largest unsecured
creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Transcontinental Realty            Purchase of       $3,528,559.27
Investors, Inc.                    Marine Creek and
1800 Valley View Lane              Lacy Longhorn
Suite 300                          acreage
Dallas, TX 75234

Transcontinental Realty            Purchase of       $2,895,203.00
Investors, Inc.                    Continental
1800 Valley View Lane              Common Lease, Inc.
Suite 300
Dallas, TX 75234

Bureau of the Treasury             Property taxes on   $217,238.78
1300 Perdido St., Rm 1W40          1010 Common
New Orleans, LA 70112

Betsy Price, Tax Assessor          Property taxes on    $89,585.09
Collector                          Marine Creek
PO Box 961018                      (Disputed)
Fort Worth, TX 76161-0018

Entergy                            Electric and gas     $81,850.08
P.O. Box 8106                      utility
Baton Rouge, LA 70891-8106

Louisiana Department of            Franchise tax        $58,508.43
Revenue                            (Disputed)
PO Box 91011
Baton Rouge, LA 70821-9011

International Bldg Svc             Day porter,          $39,191.11
PO Box 59975                       janitorial services
Dallas, TX 75229

Regis Prop Mgmt                    Property management  $38,127.92
1800 Valley View Lane, Suite 300   services
Dallas, TX 75237

E Byrd & Associates Inc            Tenant improvements  $32,202.59
3016 20th Street                   and touch up
Metairie, LA 70002                 carpentry

ABM Security Services              Security guard       $27,000.00
PO Box 61000 Dept 1088-03          service
San Francisco, CA 94161

ACCESSCOM, Inc.                    Security deposit     $12,577.50
1010 Common St., Suite A1300
New Orleans, LA 70112

McGlinchey Stafford PLLC           Legal services       $11,908.75
PO Box 52153
Dept 5200
Birmingham, AL 35287-5200

Sewerage and Water Board           Water utility        $11,296.24
625 Saint Joseph St                service
New Orleans, LA 70165-6501

Lockton Companies of Dallas        GL Insurance         $11,153.00
PO Box 671195
Dallas, TX 75267-1195

Empire Janitorial Sales & Svcs     Janitorial supplies  $10,390.25
3510 N Causeway Blvd, Suite 505    and carpet cleaning
Metairie, LA 70002

Southeast Louisiana Legal          Security deposit      $9,750.08
Services
1010 Common St., Suite A1400
New Orleans, LA 70112

Digital Legal Services             Security deposit      $7,698.17
1010 Common St., Suite 910
New Orleans, LA 70112

E. Eric Guirard & Associates       Security deposit      $7,551.66
1010 Common St., Suite 2900
New Orleans, LA 70112

Henry Consulting, LLC              Security deposit      $7,290.83
1010 Common St., Suite 2500
New Orleans, LA 70112

Pedelahore                         Security deposit      $6,828.02
1010 Common St., Suite 2100
New Orleans, LA 70112

                  About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37542).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, represents the Debtor.  The Company disclosed
$29,250,424 in assets and $25,150,836 in liabilities.


DECATUR HOTELS: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Decatur Hotels, LLC
                301 Magazine Street, 2nd Floor
                New Orleans, LA 70130

Bankruptcy Case No.: 10-14721

Involuntary Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Petitioners' Counsel: Evan Park Howell, III, Esq.
                      ATTORNEY AT LAW
                      1511 Metairie Road, Suite 2
                      Metairie, LA 70005
                      Tel: (504) 343-4346
                      E-mail: evanhowell@cox.net

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Quinn Bourbon, LLC                 Ins and Sale         $3,000,000
P.O. Box 7781                      Proceeds
Metairie, LA 70010

F. Patrick Quinn, III              Unpaid Equity          $430,487
6000 St. Charles Avenue            Distribution
New Orleans, LA 70130

Marie Laveau's Voodoo Bar, LLC     Property Damage         $19,800
501 Decatur Street                 Ins Clm
New Orleans, LA 70130

Morgan Barid                       Debt for Insurance       $6,956
dba Reliable Remodeling            Settlement Services
3124 Dauphine Street
New Orleans, LA 70117


DOCTORS HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Doctors Hospital, LLC
        4901 College Boulevard
        Leawood, KS 66211

Bankruptcy Case No.: 10-24403

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: John J. Cruciani, Esq.
                  Mark T. Benedict, Esq.
                  Michael D. Fielding, Esq.
                  HUSCH BLACKWELL LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 983-8000
                  Fax: (816) 983-8080
                  E-mail: john.cruciani@huschblackwell.com
                          mark.benedict@huschblackwell.com
                          michael.fielding@huschblackwell.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb10-24403.pdf

The petition was signed by Mauricio Garcia-Ramirez, M.D.,
president.


DOMINO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Domino Logistics, Inc.
        5001 Mayfield Road, #301
        Lyndhurst, OH 44124
        Tel: (216) 291-3600

Bankruptcy Case No.: 10-22529

Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Thomas C. Pavlik, Esq.
                  NOVAK, ROBENALT & PAVLIK, L.L.P.
                  950 Skylight Office Tower
                  1660 W. 2nd Street
                  Cleveland, OH 44113-1419
                  Tel: (216) 781-8700
                  Fax: (216) 781-9227
                  E-mail: lgoeden@nrplaw.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb10-22529.pdf

The petition was signed by Christian J. Haffey, vice president.


DORAL ENERGY: Completes a 1-for-55 Reverse Split of Common Stock
----------------------------------------------------------------
Effective December 27, 2010, Doral Energy Corp. completed a 1-for-
55 reverse split of its common stock in accordance with Article
78.207 of the Nevada Revised Statutes.  The Reverse Split resulted
in a decrease in Company's authorized share capital from
2,000,000,000 shares of common stock, par value $0.001 per share,
to 36,363,637 shares of common stock, par value, $0.001 per share,
with a corresponding decrease in the number of issued and
outstanding shares of the Company's common stock from 135,933,086
shares to 2,471,544 shares (after accounting for fractional share
interests being rounded up to the next whole number).

Pursuant to the provisions of Article 78.207 of the Nevada Revised
Statutes, stockholder approval was not required to complete the
Reverse Split.

                        About Doral Energy

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 October 31, 2010, showed
$2.77 million in total assets, $2.81 million in total liabilities,
and a stockholders' deficit of $37,846.

As reported in the Troubled Company Reporter on November 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy Corp.'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.


DUNKIN 36: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dunkin 36 LLC
        3 Moline Court
        Great Neck, NY 11024

Bankruptcy Case No.: 10-16877

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Marilyn Simon, Esq.
                  MARILYN SIMON & ASSOCIATES
                  110 East 59th Street, 23rd Floor
                  New York, NY 10022
                  Tel: (212) 759-7909
                  Fax: (212) 759-7690
                  E-mail: msimon@msimonassoc.com

Scheduled Assets: $4,415,694

Scheduled Debts: $16,689,780

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-16877.pdf

The petition was signed by Behrooz Hedvat, managing member.


DUNKIN 36 I: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dunkin 36 I LLC
        3 Moline Court
        Great Neck, NY 11024

Bankruptcy Case No.: 10-16878

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Marilyn Simon, Esq.
                  MARILYN SIMON & ASSOCIATES
                  110 East 59th Street, 23rd Floor
                  New York, NY 10022
                  Tel: (212) 759-7909
                  Fax: (212) 759-7690
                  E-mail: msimon@msimonassoc.com

Scheduled Assets: $4,010,404

Scheduled Debts: $16,588,774

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-16878.pdf

The petition was signed by Behrooz Hedvat, managing member.


DYNAMIS GROUP: Naja Holds First Priority Equitable Lien
-------------------------------------------------------
Naja, LLC, v. Jack's Company, LLC, et al., Adv. Pro. No. 10-3030
(Bankr. W.D. Ky.), seeks an order declaring that certain of the
Defendants owe Plaintiff $1,800,000 plus costs, late fees,
interest, penalties and attorney's fees; that Plaintiff has an
equitable lien on all assets sold pursuant to the Asset Purchase
Agreement entered as of July 12, 2004 between Plaintiff, W.P.B.
Oil Company, Inc., The Dynamis Group, LLC, Molly Company, LLC, and
Helmick Oil Company, LLC, and that such equitable lien is superior
to any other lien in such assets.  Plaintiff's complaint also
seeks an order enjoining any of the Defendants from disposing of
any of such assets.  Plaintiff's presentation of its case at the
trial upon the merits and Plaintiff's pre-trial and post-trial
briefs make it clear, however, that Plaintiff is at this time
seeking only an adjudication that Plaintiff has a first priority
equitable lien on the real estate transferred pursuant to the
Asset Purchase Agreement for the unpaid portion of the $1,800,000
promissory note given by Jack's Company as part of the
consideration for the purchase of such property, plus costs and
attorney's fees.

Bankruptcy Judge Thomas H. Fulton concludes that Plaintiff holds a
first priority equitable lien against the real property
transferred under the Asset Purchase Agreement.  A copy of the
Court's January 3, 2011 Memorandum-Opinion is available at
http://is.gd/k4T2Zfrom Leagle.com.

Based in Louisville, Kentucky, The Dynamis Group LLC filed for
Chapter 11 bankruptcy (Bankr. W.D. Ky. Case No. 09-34645) on
September 11, 2009.  Dynamis' affiliates also filed for Chapter 11
on the same day: Jack's Company, LLC (Case No. 09-34647), Molly,
LLC (Case No. 09-34649) and Helmick Oil Company, LLC (Case No. 09-
34650).  David M. Cantor, Esq. -- cantor@derbycitylaw.com -- at
Seiller Waterman LLC, serves as bankruptcy counsel.  In its
petition, Dynamis listed $1 million to $10 million in both assets
and debts.


EMMIS COMMUNICATIONS: Issues 2 Million Shares Under Equity Plan
---------------------------------------------------------------
In a Form S-8 filing with the Securities and Exchange Commission
on December 29, 2010, Emmis Communications Corporation said that
it is offering 1,970,000 shares of Class A common stock at a
proposed maximum offering price of $0.66 per share and 30,000
shares of Class A common stock at a proposed maximum offering
price of $0.58 per share.  Both securities are offered under the
Emmis Communications Corporation 2010 Equity Compensation Plan.

Up to 1,000,000 of the 1,970,000 shares can be issued under the
plan in the form of Class B Common Stock, which is immediately
convertible at the option of the holder without payment of
additional consideration into Class A Common Stock and
automatically converted upon sale or other transfer.

According to the Company, there are 917,992 shares of Class A
common stock which are available for issuance but not subject to
outstanding awards under the Emmis Communications Corporation 2004
Equity Compensation Plan, which are carried over to the 2010 Plan.
The shares available under the 2004 Plan also include shares that
have become available for issuance under the Emmis Communications
Corporation 1999 Equity Incentive Plan, the Emmis Communications
Corporation 2001 Equity Incentive Plan and the Emmis
Communications Corporation 2002 Equity Compensation Plan, which
were carried over into the 2004 Plan.

In addition, the 2010 Plan provides for the issuance of additional
shares subject to outstanding awards under the Prior Plans to the
extent such shares would again become available for new grants
under the terms of the Prior Plans if the Prior Plans were still
in effect.

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

              http://ResearchArchives.com/t/s?71ad

                           About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.  Its revenue for the twelve
months ending August 31, 2010, was approximately $250 million.

In November 2010, Moody's Investors Service affirmed the Caa2
Corporate Family Rating and Caa3 Probability of Default rating for
Emmis Communications Corporation, as well as its SGL-4 speculative
grade liquidity rating.  Operating performance improved with the
economic recovery, but absent debt reduction with proceeds from an
asset sale or equity infusion Emmis will likely breach its
leverage covenant when the covenant suspension period ends for the
quarter ending November 30, 2011, in Moody's opinion.

Emmis' Caa2 corporate family rating and Caa3 probability of
default rating incorporate expectations for a covenant breach in
November 2011.  Moody's considers the company's capital structure
unsustainable, and its operations in the cyclical advertising
business magnify this challenge.  Furthermore, Emmis relies on two
markets, Los Angeles and New York, for approximately 50% of its
revenue, although its ownership of stations in top markets
including Chicago as well as NY and LA, support the rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


EMPIRE TOWERS: Files Schedules of Assets & Liabilities
------------------------------------------------------
Empire Towers Corporation filed with the U.S. Bankruptcy Court for
the District of Maryland its schedules of assets and liabilities,
disclosing:

  Name of Schedule                   Assets           Liabilities
  ----------------                   ------           -----------
A. Real Property                  $12,481,600
B. Personal Property                     $984
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $14,500,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $7,998
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $368,781
                                  -----------         -----------
      TOTAL                       $12,482,584         $14,876,779

Affiliate Empire Holdings Corporation filed also filed schedules
of assets and liabilities, disclosing $0 assets and $14,500,000 in
debts.

A copy of Empire Towers Corp.'s Schedules of Assets & Liabilities
is available for free at:

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

A copy of Empire Holdings' Schedules of Assets & Liabilities is
available for free at:

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

Glen Burnie, Maryland-based Empire Towers Corporation filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D.
Md. Case No. 10-34611).  Aryeh E. Stein, Esq., at Meridian Law,
LLC, assists Empire Towers in its restructuring effort.  Empire
Towers estimated its assets and debts at $10 million to
$50 million.

Affiliate Empire Holdings Corporation filed for Chapter 11
bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No.
10-34580).  Aryeh E. Stein, Esq., at Meridian Law, LLC, assists
Empire Holdings in its restructuring effort.  Empire Holdings
estimated its assets and debts at $10 million to $50 million.


EQK BRIDGEVIEW: Can Use Cash Collateral on Interim Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized EQK Bridgeview Plaza Inc. to use the cash collateral
securing its obligations to prepetition lenders, on an interim
basis.  A hearing is set for Jan. 13, 2010, at 9:30 a.m., to
consider final approval.

According to the Troubled Company Reporter on Oct. 22, 2010, as
of the Petition Date, the Debtor is allegedly indebted to:

     i) Grand Pacific Finance Corp. pursuant to a loan made to the
        Debtor by Grand Pacific on March 24, 2005, in the original
        principal amount of $7,197,000;

    ii) Bank of America, N.A., as indenture trustee under the
        Indenture, dated November 30, 2006, between Hometown
        Commercial Trust 2006-1 and LaSalle Bank National
        Association, acting through its servicer Midland Loan
        Services, Inc., pursuant to a loan originally made to
        Transcontinental Brewery, Inc., by Hometown Commercial
        Capital, LLC, on October 13, 2006, in the original
        principal amount of $2,450,000;

   iii) Branch Banking & Trust Company pursuant to a loan
        originally made to EQK Windmill Farms, LLC, a Nevada
        Corporation, by Colonial Bank, N.A., on November 17, 2006,
        in the original principal amount of $43,806,786; and

    iv) Grand Pacific pursuant to a loan made to South Cochran
        Corporation by Grand Pacific on or about January 12,
        2005, in the original principal amount of $3,750,000.

Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/EQK_budget.pdf

According to the Debtor, each of the lenders' respective interests
is adequately protected.  Each lender, says the Debtor, is
significantly oversecured, as the value of the real property
serving as collateral for each respective Lender significantly
exceeds the amount of the indebtedness.

In exchange for using the cash collateral, the Debtor will provide
each lender with a replacement lien on post-petition income to
protect each lender to the extent of any diminution in value of
its respective collateral.

                    About EQK Bridgeview Plaza

Dallas, Texas-based EQK Bridgeview Plaza, Inc., owns various real
estate holdings in multiple states.  Specifically, EQK Bridgeview
owns the Bridgeview Plaza shopping center in La Crosse, Wisconsin;
an office building and warehouse and approximately 12.07 acres of
land behind the office building in Farmers Branch, Texas;
approximately 2,928.441 acres of undeveloped land in Kaufman
County, Texas; and the Dunes Plaza shopping center in Michigan
City, Indiana.

EQK Bridgeview filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054).  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists
EQK Bridgeview in its restructuring effort.  According to its
schedules, EQK Bridgeview disclosed $76,458,815 in total assets
and $74,763,048 in total liabilities.


EQK BRIDGEVIEW: Files Amended Schedules of Assets & Liabilities
---------------------------------------------------------------
EQK Bridgeview Plaza Inc. filed with the U.S. Bankruptcy Court
Northern District of Texas an amended summary of schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $74,312,000
  B. Personal Property             2,122,528
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,639,865
  E. Creditors Holding
     Unsecured Priority
     Claims                                           780,961
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        30,423,041
                                ------------     ------------
        TOTAL                    $76,434,528      $74,843,867

In the original Schedules, EQK Bridgeview disclosed $76,458,815 in
total assets and $74,763,048 in total liabilities.

                    About EQK Bridgeview Plaza

Dallas, Texas-based EQK Bridgeview Plaza, Inc., owns various real
estate holdings in multiple states.  Specifically, EQK Bridgeview
owns the Bridgeview Plaza shopping center in La Crosse, Wisconsin;
an office building and warehouse and approximately 12.07 acres of
land behind the office building in Farmers Branch, Texas;
approximately 2,928.441 acres of undeveloped land in Kaufman
County, Texas; and the Dunes Plaza shopping center in Michigan
City, Indiana.

EQK Bridgeview filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054).  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists
EQK Bridgeview in its restructuring effort.


FIRST NATIONAL: Gets Court's Nod to Hire Andrews Davis as Counsel
-----------------------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, sought and obtained authorization from the Hon. Niles Jackson
of the U.S. Bankruptcy Court for the Western District of Oklahoma
to employ Andrews Davis, P.C., as counsel, nunc pro tunc effective
October 20, 2010.

Andrews Davis will, among other things:

     a. provide the Debtors legal advice with respect to, and
        assistance in, the preparation of the filing of the
        Debtors' statement of financial affairs and schedules and
        any amendments thereto;

     b. provide the Debtors legal advice with respect to, and
        assistance in, the preparation of the Debtors' disclosure
        statement and plan of reorganization;

     c. provide the Debtors legal advice with respect to any
        litigation for the recovery of preferential transfers,
        fraudulent conveyances or similar conveyances for the
        benefit of the bankruptcy estate; and

     d. perform all other legal services for the Debtors as may be
        necessary herein.

Andrews Davis will be paid based on these rates:

        Shareholder                $255-$350
        Associate                  $150-$250
        Of Counsel                 $250-$275
        Legal Assistants              $75

Mark B. Toffoli, Esq., an attorney at Andrews Davis, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I, LLC
and First National Building II, LLC from the Central District of
California to the Western District of Oklahoma.  Capmark Bank and
Capmark CDF Subfund VI LLC, the Debtor's lenders, made the
request, and Judge Mund agreed to the venue change.  Capmark is
represented by H. Mark Mersel, Esq. -- mark.mersel@bryancave.com -
- at Bryan Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).


FIRST NATIONAL: Taps Levene Neale as General Bankruptcy Counsel
---------------------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, ask for authorization from the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Levene, Neale, Bender, Yoo
& Brill L.L.P. as general bankruptcy counsel, nunc pro tunc to
October 7, 2010.

LNBYB will, among other things:

     a. represent the Debtors in any proceeding or hearing in the
        Court involving their estates unless the Debtors are
        represented in the proceeding or hearing by other special
        counsel;

     b. conduct examinations of witnesses, claimants or adverse
        parties and represent the Debtors in any adversary
        proceeding except to the extent that any adversary
        proceeding is in an area outside of LNBYB's expertise or
        which is beyond LNBYB's staffing capabilities;

     c. prepare and assist the Debtors in the preparation of
        reports, applications, pleadings and orders including
        applications to employ professionals, interim statements
        and operating reports, initial filing requirements,
        schedules and statement of financial affairs, lease
        pleadings, cash collateral pleadings, financing pleadings,
        and pleadings with respect to the use, sale or lease of
        property outside the ordinary course of business; and

     d. represent the Debtors with regard to obtaining use of
        debtor-in-possession financing and cash collateral.

LNBYB will be paid based on these rates:

        David W. Levene                 $585
        David L. Neale                  $585
        Ron Bender                      $585
        Martin J. Brill                 $585
        Timothy J. Yoo                  $585
        Edward M. Wolkowitz             $585
        David B. Golubchik              $540
        Monica Y. Kim                   $540
        Beth Ann R. Young               $540
        Daniel H. Reiss                 $540
        Irving M. Gross                 $540
        Philip A. Gasteier              $540
        Jacqueline L. Rodriguez         $485
        Juliet Y. Oh                    $485
        Michelle S. Grimberg            $485
        Todd M. Arnold                  $485
        Todd A. Frealy                  $485
        Anthony A. Friedman             $415
        Carmela T. Pagay                $415
        Krikor J. Meshefejian           $335
        John-Patrick M. Fritz           $335
        Gwendolen D. Long               $335
        Lindsey L. Smith                $225
        Paraprofessionals               $195

David L. Neale, Esq., a partner at LNBYB, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I, LLC
and First National Building II, LLC from the Central District of
California to the Western District of Oklahoma.  Capmark Bank and
Capmark CDF Subfund VI LLC, the Debtor's lenders, made the
request, and Judge Mund agreed to the venue change.  Capmark is
represented by H. Mark Mersel, Esq. -- mark.mersel@bryancave.com -
- at Bryan Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).


FIRST PHYSICIANS: Unable to File Annual Report by Deadline
----------------------------------------------------------
First Physicians Capital Group, Inc. notified the Securities and
Exchange Commission on December 29, 2010, that it does not believe
an Annual Report on Form 10-K can be completed by the December
30,2010 prescribed due date without unreasonable effort and
expense.

Although the management of the Company has been working diligently
to complete all the required information for its Annual Report on
Form 10-K for the fiscal year ended September 30, 2010, and a
substantial part of such information has been completed as of
December 29, 2010, the Company needs additional time to compile
certain information required to be included in the Form 10-K.

                       About First Physicians

Based in Beverly Hills, Calif., First Physicians Capital Group,
Inc. (OTC BB: FPCG) -- http://www.firstphysicianscapitalgroup.com/
-- invests in and provides financial and managerial services to
physicians, physicians groups, and healthcare delivery centers in
non-urban markets in the U.S.

The Company's balance sheet at June 30, 2010, showed
$28.1 million in total assets, $28.3 million in total liabilities,
$191,000 in total non-redeemable preferred stock, $12.2 million in
total redeemable preferred stock, and a stockholders' deficit of
$12.6 million.

The Company has sustained operating losses since inception and had
an accumulated deficit of approximately $93.0 million as of
June 30, 2010.  This deficit has been funded primarily through
preferred stock financing, sales of promissory notes and cash
generated from operations.


FLINKOTE COMPANY: Files 19th Exclusivity Extension Motion
---------------------------------------------------------
Flinkote Company and Flinkote Mines Ltd. asked the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive period to file a Chapter 11 plan of reorganization until
May 31, 2011, and solicit acceptances of that plan until July 31,
2011.  This is the Debtors' 19th request for extension.

A hearing is set for Feb. 14, 2011, at 9:00 a.m., to consider
approval of the extension request.  Objections is due Jan. 28,
2011.  The Debtors' current plan and solicitation deadlines are
set to expire on Dec. 31, 2010, and Feb. 28, 2010, respectively.

Kevin T. Lantry, Esq., at Sidley Austin LLP, recounts in the
extension request that on July 17, 2009, the Debtors filed the
amended Joint Plan of Reorganization, as amended on Aug. 5, 2010.
The modified plan was accepted by an overwhelming majority of all
the classes of creditors and asbestos claimants, including nearly
95% of the Asbestos Personal Injury Claimants.  At a hearing held
on Dec. 13, 2010, the Court ordered the reopening of the record on
confirmation of the Plan for the limited purpose of submitting
evidence relating to the profitability or loss of the Debtors'
property management business.  Also at the hearing, the Court
directed:

     i) the Debtors to file and serve a profit and loss statement
        and any revised pro formas to be included in the Plan, on
        or before Jan. 14, 2011; and

    ii) the Plan Proponents and Imperial Tobacco Canada Limited to
        meet and confer regarding a schedule governing
        ITCAN's discovery related to the profit and loss
        statement, including expert evidence if needed,
        by Feb. 5, 2011.

Mr. Lantry related that the Court also indicated at the hearing
that, at or following the omnibus hearing currently scheduled for
Feb. 14, 2011, the Court would set a date for continuation of the
hearing to consider confirmation of the modified plan, which
commenced on Oct. 25 and 26, 2010.

The Debtors said the Official Committee of Asbestos Personal
Injury Claimants and legal representative of future asbestos
claimants support the extension request.

                      About Flinkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, & Jones P.C., represent the
Debtors in their restructuring efforts.  The Bankruptcy Court
appointed James J. McMonagle as the Legal Representative for
Future Asbestos Personal Injury Claimants for Flintkote and Mines
on Aug. 26, 2004, and Sept. 9, 2004, respectively.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


FORD MOTOR: Says Sales Up 19% in 2010
-------------------------------------
Ford Motor Co. said its full-year sales totaled 1.935 million, up
19% versus a year ago, marking the largest increase of any full-
line manufacturer.

A copy of Ford's sales report is available at http://is.gd/k7R0t

The Wall Street Journal's Sharon Terlep and Dow Jones Newswires'
John Kell report that U.S. auto sales rose 11% in December 2010.

According to Ms. Terlep and Mr. Kell:

     -- General Motors Co.'s sales rose 8.5% in December and 7.2%
        for the full year;

     -- Ford Motor Co.'s sales increased 6.8% in December and
        almost 20% for the full year;

     -- Chrysler Group LLC's sales increased 16.4% in December and
        16.5% for 2010;

     -- Hyundai Motor Co. said December sales climbed 33% to
        44,802.  For the full year, its sales totaled 538,228, up
        24%; and

     -- Toyota Motor Corp.'s sales fell 5.5% in December and were
        flat for the year.

The report notes Chrysler sold 1.1 million vehicles last year,
hitting the target set a year ago by Chief Executive Sergio
Marchionne.  The report also says it was the first year Hyundai's
U.S. sales exceeded 500,000 vehicles.

In a statement, GM said its dealers reported 223,932 total sales
in December, a 16% increase from a year ago for the company's four
brands.  The gain was driven by solid retail sales which were 27%
higher than a strong December a year ago.  For the calendar year,
total sales for GM's four brands increased 21% to 2,202,927, while
retail sales rose 16% for the year.  GM's four brands sold 118,435
more vehicles in 2010 than the company did with eight brands in
2009, and will gain total and retail market share for the year.  A
copy of GM's sales report is available at http://is.gd/k7QVd

According to Ms. Terlep and Mr. Kell, the sales results cap a year
that suggests the auto industry is on the verge of one of the most
dramatic shifts in its history.  The report points out that for
most of the past century, the U.S. car industry was dominated by
General Motors Co., Ford Motor Co. and Chrysler Group LLC.  Now,
as a result of both long-term trends and the upheaval of the last
two years, the Big Three are about to be replaced by a Gang of
Seven as the industry's driving force.

Ms. Terlep and Mr. Kell also note that Hyundai saw its U.S. market
share in 2010 climb to just short of 5%.  If Hyundai crosses that
threshold as expected this year, the U.S. market will have seven
manufacturers -- GM, Ford, Toyota, Honda Motor Co., Chrysler,
Nissan Motor Co. and Hyundai -- with market share of 5% or more.
That's a dramatic shift from the days when the three Detroit
companies dominated the market and dictated the industry's
direction, the report relates.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford's balance sheet at Sept. 30, 2010, showed $177.07 billion in
total assets, $178.81 billion in total liabilities, and a
stockholders' deficit of $1.77 billion.

                           *     *     *

As reported by the Troubled Company Reporter on October 12, 2010,
Moody's Investors Service raised the Corporate Family Rating of
Ford Motor to Ba2 from B1.  Other ratings that were raised include
Probability of Default to Ba2 from B1; senior secured credit
facility to Baa3 from Ba1; senior unsecured to Ba3 from B2; and,
preferred stock to B1 from B3.  Moody's also raised the CFR and
senior unsecured ratings of Ford Motor Credit Company LLC, FCE
Bank Plc, and Ford Credit Canada Limited to Ba2 from Ba3.  The
rating outlook for Ford and Ford Credit is stable.

Moody's said Ford's operating performance exceeded expectations
during the first half of 2010.  Moody's believe that Ford is well
positioned to continue generating strong earnings and cash flow
through 2011, and to further strengthen its balance sheet.  Ford's
ability to achieve this progress will be supported by the much
healthier industry fundamentals that have resulted from the
extensive restructuring of the US automotive sector during the
past two years, and by Ford's highly competitive product
portfolio.

As reported by the TCR in August 2010, Dominion Bond Rating
Service upgraded the Issuer Rating of Ford Motor to BB (low) from
B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer
Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings
Services raised its corporate credit rating on Ford Motor and Ford
Motor Credit LLC to 'B+' from 'B-'.  The rating agencies cited
Ford's strong financial performance and substantial debt reduction
accomplished in the second quarter of 2010.


FRANKE MENKE: 13 Companies Under Chapter 11 Protection
------------------------------------------------------
The Dec. 17, 2010 edition of the Troubled Company Reporter
reported that North Port developer Franke Menke III, as managing
member, signed and submitted before the U.S. Bankruptcy Court for
the Middle District of Florida, Chapter 11 petitions for 13
companies:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Florida Landmasters, LLC               10-29643   12/13/10
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
Chamberlain Properties, LLC            10-29644   12/13/10
  Assets: $500,001 to $1,000,000
  Debts: $10,000,001 to $50,000,000
Creighton Office Center, LLC           10-29646   12/13/10
Lakeside Properties, LLC               10-29647   12/13/10
North Port Hospital Holdings, LLC      10-29648   12/13/10
North Port Parkway, LLC                10-29649   12/13/10
North Port Restaurants, LLC            10-29653   12/13/10
North Port Retail Center, LLC          10-29654   12/13/10
North Port Town Center, LLC            10-29651   12/13/10
Price Health Park, LLC                 10-29657   12/13/10
Price Projects, LLC                    10-29655   12/13/10
Snover Development, LLC                10-29658   12/13/10
Toledo Blade Interchange, LLC          10-29659   12/13/10
North Port Gateway, LLC                09-06029   03/30/09
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million

Don M Stichter, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida, serves as counsel to the Debtors.

Michael Braga at Herald-Tribune reports the Chapter 11 filings
came three months after a bankruptcy reorganization plan for one
of Mr. Menke's companies -- North Port Gateway LLC -- was rejected
by creditors.  North Port Gateway managed an 88-acre retail and
office project called Sumter Crossing.  North Port Gatewayr filed
for Chapter 11 protection on March 30, 2009 (Bankr. M. D. Fla.
Case No. 09- 06029).  The case was dismissed on September 3, 2010.

According to Herald-Tribune, citing papers filed with the Court,
North Port had built two buildings totaling 61,000 square feet,
and had been promised $30.5 million from Fifth Third Bank to
complete two more totaling 47,000 square feet.  The Company
complained that Fifth Third failed to provide about $10 million of
the promised funds.  Rather than let Fifth Third take control of
his largely successful development, Mr. Menke filed for bankruptcy
protection and submitted a plan proposing that his company pay off
$8 million in debt to Fifth Third over an eight-year period at a 5
percent interest rate.  But Fifth Third, which claims it is owned
$22.7 million, objected and the plan was rejected by a judge.


FRE REAL ESTATE: Files for Chapter 11 in Dallas
-----------------------------------------------
FRE Real Estate Inc. filed a bare-bones Chapter 11 petition in
Dallas, Texas (Bankr. N.D. Tex. Case No. 11-30210) on January 4,
2011.

FRE Real Estate estimated as much as $500 million in debt and up
to $500 million in assets as of the Petition Date.

According to the docket, (i) a meeting of creditors under
11 U.S.C. Sec. 341 is scheduled for Feb. 2, 2011, at 11:15 a.m.,
Room 976, in Dallas; and (ii) proofs of claim are due by May 31,
2011.

Wells Fargo Capital Finance, Inc., says it is one of the major
secured creditors, and it wants copies of notices and pleadings
filed in the Chapter 11 case.  Wells Fargo is represented by:

          David Weitman, Esq.
          Daniel I. Morenoff, Esq.
          K&L GATES LLP
          1717 Main Street, Suite 2800
          Dallas, Texas 75201
          Tel: (214) 939-5427
          Fax: (214) 939-5849
          E-mail: david.weitman@klgates.com
                  dan.morenoff@klgates.com


FRE REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: FRE Real Estate, Inc.
        1750 Valley View Lane, Suite 400
        Dallas, TX 75234

Bankruptcy Case No.: 11-30210

Chapter 11 Petition Date: Jan. 4, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: John P. Lewis, Jr.
                  Law Office of John P. Lewis, Jr.
                  1412 Main St., Suite 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  E-mail: jplewisjr@mindspring.com

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

Estimated Debts: $100,000,000 to $500,000,000

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

The petition was signed by Richard D. Morgan, vice president.


GALLAGHER LAYNE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gallagher Layne Properties, Inc.
        810 Court Street
        Elko, NV 89801

Bankruptcy Case No.: 10-55053

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Illyssa I. Fogel, Esq.
                  THE LAW OFFICES OF ILLYSSA I. FOGEL
                  P.O. Box 437
                  25 N. US Highway 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532 8088
                  Fax: (775) 532 8099
                  E-mail: ifogel@iiflaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Morris S. Gallagher, president.


GALLENTHIN REALTY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gallenthin Realty Development, Inc.
        26 S. Bayard Avenue
        Woodbury, NJ 08096

Bankruptcy Case No.: 10-50011

Chapter 11 Petition Date: December 30, 2010

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Joseph T. Threston, III, Esq.
                  307 7th Street
                  Riverton, NJ 08077
                  Tel: (856) 303-1310

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

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

The petition was signed by George A. Gallenthin, III, president.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Carlin & Ward                      --                      $60,000
William Ward, Esq.
P.O. Box 751
Florham Park, NJ 07932

US Internal Revenue Service        Corp's share of         $49,217
Washington, DC                     capital gain from
                                   condemnation

Appraisal Consultants Corp         --                      $35,000
293 Eisenhower Parkway, #200
Livingston, NJ 07039

Borough of Paulsboro               --                         $995


GARNET BIOTHERAPEUTICS: Lack of Funds Prompt Ch. 11 Filing
----------------------------------------------------------
NetDockets reports that Garnet BioTherapeutics, Inc., blamed its
bankruptcy filing on a lack of operating funds resulting from its
failure to generate any revenue combined with the collapse of its
expected round of funding, netDockets says.

Garnet said this lack of operating capital has resulted in its
failure to remain current on its obligations and Garnet was facing
eviction from its facility, mechanics' liens asserted by
construction vendors, and lawsuits by former employees for unpaid
wages and benefits, according to the report.

Garnet BioTherapeutics is a Malvern, Pennsylvania-based "clinical
stage regenerative medicine company."  The Company, then named
Neuronyx, Inc., was founded in 2000 and spent $45 million in
investment funds between 2000 and 2008 pursuing "cell development
and cardiac interests" without commercial success.

In 2008, according to netDockets, the Company raised an additional
$10.4 million in venture backing, changed management, and
refocused its product development efforts on the development of
"cellular therapy in the treatment of post-surgical wound repair."
According to TechCrunch's CrunchBase database, investors in that
funding round included Alliance Technology Ventures, SCP Vitalife
Partners, and Safeguard Scientifics, Inc.  Despite ten years and
over $50 million in funding, court filings report that the company
has yet to generate any commercial revenues, the report relates.

In March of this year, Garnet announced in a press release that
"the first patient has been treated in a Phase 2 multicenter,
double-blind, placebo-controlled study of its lead product
candidate GBT009 at Unity Hospital in Rochester, New York,"
according to netDockets.

NetDockets says the March test was intended to test the use of
GBT009 "for the treatment of incisional wounds following breast
reconstruction surgery."  Following that announcement, court
filings report that Garnet received $500,000 of bridge loans from
existing investors with the expectation that Garnet would close a
new round of financing this fall, the report relates.

However, the report notes, the expected investors in the new round
were unhappy with Garnet's "future business direction as well as
the terms and conditions for a future financing" and the round did
not close. Early this month, Garnet received an $800,000 secured
line of credit from Silicon Valley Bank and drew $400,000 on that
LOC.

Garnet BioTherapeutics, Inc., filed for Chapter 11 protection on
Dec. 28, 2010 (Bankr. D. Del. Case NO. 10-14165).  William A.
Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Delaware, serves as counsel.  The Debtor estimated
$1,000,001 to $10,000,000 in assets and debts in its Chapter 11
petition.


GAYLER FAMILY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Gayler Family Educational, LLC
        9960 West Cheyene, Ste 180
        Las Vegas, NV 89129

Bankruptcy Case No.: 10-34085

Chapter 11 Petition Date: December 29, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Spencer M. Judd, Esq.
                  MACDONALD & JUDD
                  6625 W. Sahara, Ste 1
                  Las Vegas, NV 89146
                  Tel: (702) 870-1771
                  Fax: (702) 869-0683
                  E-mail: spencer@jsmjlaw.com

Scheduled Assets: $1,580,000

Scheduled Debts: $1,340,000

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-34085.pdf

The petition was signed by William Gayler, attorney in fact.


GEO W PARK: Can Solicit Votes for Chapter 11 Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
conditionally approved an amended disclosure statement describing
the Chapter 11 plan of reorganization dated Dec. 17, 2010, filed
by L. Stan Neely, the Chapter 11 trustee for Geo W. Park Seed Co.
Inc. and its debtor-affiliates.

Creditors have until Jan. 31, 2011, to vote to accept or reject
the plan.  A final hearing is set for Feb. 8, 2010, at 1:00 p.m.,
to consider final approval of the trustee's Disclosure Statement.
Objections, if any, are due Jan. 31, 2011.

The Plan provides for the distribution of the remaining cash
assets of the estate -- after payment to Wells Fargo and the
Hachenbergers pursuant to a settlement -- to the general unsecured
creditors, after payment in full of all administrative claims,
payment in full of taxes owed to the County of Greenwood, and
payment in full of priority unsecured claims.

Wells Fargo and the Hachenbergers collectively have a first lien
over all the assets that were sold to J&P Park Acquisitions Inc.
Under the settlement, Wells Fargo and the Hachenbergers have
agreed to receive payment of $6,773,275 in full satisfaction of
their liens and other claims against the estate.  Because the sale
proceeds were not enough to pay the first liens in full, the liens
of junior lienholders are unsecured, and the claims of the junior
lienholders will be treated as general unsecured claims in the
Plan.

On August 23, 2010, the auction and sale hearing were conducted
and competitive bidding ensued.  The Court eventually approved the
improved stalking horse bid by J&P Park as the highest and best
offer for the assets, with a total gross consideration of
approximately $12,800,000, including a cash payment of $8,264,095.

Wells Fargo and the Hachenbergers have agreed, pursuant to the
Settlement, to a carve-out of $2,500,000.  The carve-out will be
used to pay administrative claims, taxes to the County of
Greenwood, and unsecured priority claims, with any remainder
distributed to the general unsecured creditors.

In addition, the plan will pay holders of general unsecured, owing
$47,000,000 in aggregate, will be paid on a pro rata basis from
estate funds remaining after all valid claims are paid.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?71c5

                       About George W. Park

Based in Greenwood, South Carolina, George W. Park Seed Co. Inc.,
along with four affiliates, filed for Chapter 11 protection on
April 2, 2010 (Bankr. D. S.C. Lead Case No. 10-02431).  R.
Geoffrey Levy, Esq., represents the Company in its restructuring
effort.  In its schedules, the Company disclosed $8.33 million in
assets and $44.79 million in liabilities.

Jackson & Perkins-founded in 1872 and famous for its roses- became
part of the Park Seed group in 2007.


GILLIO DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gillio Development Incorporated
        657 Caledonia Place
        Sanford, FL 32771

Bankruptcy Case No.: 10-22979

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: William J. Ridings, Jr., Esq.
                  ATLANTIC LEGAL GROUP, P.A.
                  1375 Gateway Boulevard
                  Boynton Beach, FL 33426
                  Tel: (561) 767-3049
                  Fax: (561) 767-3031
                  E-mail: wridings@atlanticlegalgroup.com

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

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

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

The petition was signed by Matthew M. Gillio, CEO-President.


GILLIOZ RESTORATION: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gillioz Restoration Partnership, LP
        325 Park Central East
        Springfield, MO 65806

Bankruptcy Case No.: 10-63130

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mowb10-63130.pdf

The petition was signed by David Roling, president.


GLOBAL POWER: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Global Power Equipment Group
Inc.'s B2 Corporate Family Rating and B2 rating on its $60 million
senior secured revolving credit facility due 2014.  Moody's
withdrew the Caa1 rating on the term loan following repayment in
entirety.  The rating outlook remains stable.

GPEG recently announced that it repaid its $24.6 million term loan
using balance sheet cash.  Moody's estimate a pro forma cash
balance of $63 million based on approximately $88 million of cash
reported at September 30, 2010.  The affirmation of the CFR and
senior secured revolver rating reflects Moody's expectation that
GPEG will maintain adequate liquidity to support operations until
conditions improve in key power generation end markets.  Order
backlog has improved in the cyclical products segment during 2010
and Moody's expect this could support operating performance in
late 2011 and 2012.

The B2 CFR continues to reflect modest scale, exposure to highly
cyclical power generation end markets, and relatively high
customer concentration.  The CFR favorably reflects low absolute
debt, modest fixed charges, good liquidity, and an established
position as a provider of products and serviced to power
generation markets.  Moody's believes that Global Power's size and
exposure to the highly cyclical power generation business are not
conducive to a highly leveraged profile and thus Global Power must
maintain stronger credit metrics than its similarly rated peers.
The CFR is supported further by some degree of a base level of
cash flow generation provided by GPEG's stable, lower margin
services segment.

The stable rating outlook incorporates Moody's expectation that
GPEG will maintain strong debt protection metrics and maintain
adequate liquidity to support operations until conditions improve
in key power generation end markets.  Upward momentum is somewhat
limited currently by modest scale, trough cycle business
conditions, and uncertain operating prospects over the near-term.
Given the current debt level, a downgrade is unlikely.  However,
Moody's could consider a negative action in the prolonged absence
of improved order trends, if margins deteriorated significantly,
or if GPEG pursued incremental debt financing such that the debt
metrics eroded significantly and leverage remained above 4x on a
sustained basis.

Ratings affirmed:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $60 million senior secured credit facility due 2014 at B2 (LGD4,
  53%)

Rating withdrawn:

* Senior secured term loan due 2014
* Outlook is Stable

Global Power, headquartered in Tulsa, OK, is a comprehensive
provider of power generation equipment and maintenance services
for customers in the domestic and international energy, power
infrastructure and service industries.  Revenues were
approximately $561 million for LTM period ended September 30,
2010.


GREAT ATLANTIC & PACIFIC: NJ Grocery Distributor Faces Layoffs
--------------------------------------------------------------
Woodbridge Logistics, the New Jersey-based grocery distributor
for A&P and Pathmark stores, said it may lay off more than 1,000
workers in February, according to a December 24, 2010 report by
Newsday.

Woodbridge Logistics' officials said they filed a notice earlier
this month with state regulators warning of terminating 1,114
employees and shutting down six warehouses in the wake of a
bankruptcy filing by The Great Atlantic & Pacific Tea Co., the
operator of A&P and Pathmark stores.

The layoffs would take place at all six of Woodbridge Logistics'
warehouses, which include New Brunswick, North Brunswick, Dayton
and three locations in Woodbridge, according to a report by The
Star-Ledger-NJ.com.

Richard Smith, Woodbridge Logistics spokesman, said the bankruptcy
filing was only one of "myriad pressures" facing the distributor,
The Star-Ledger-NJ.com reported.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GENERAL MOTORS: Old GM Objects to Hunter & Gonzales' Claim
----------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to:

  (i) disallow Claim No. 19633 filed by LaRonda Hunter and Robin
      Gonzales, individually and on behalf of a class that
      consists of California sub-class members and nationwide
      sub-class members; or

(ii) in the alternative, allow the Claim to proceed only as an
      individual claim on behalf of Plaintiffs and not as a
      class claim.

The Claim relates to a complaint filed by the Putative Classes in
the Superior Court of the State of California, arising from the
Debtors' marketing and sale of certain 1999-2005 model year trucks
and sport utility vehicles containing allegedly defective parking
brake systems.  The Putative Classes were not certified before
June 1, 2009, and the Plaintiffs have not sought class
certification from the Bankruptcy Court.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that:

  (i) the Plaintiffs have failed to satisfy the basic procedural
      requirements of Rule 9014 of the Federal Rules of
      Bankruptcy Procedure;

(ii) the Putative Classes do not satisfy Rule 23 of the Federal
      Rules of Civil Procedure;

(iii) even if the Putative Classes did not satisfy Rule 23, the
      benefits that generally support class certification in
      civil litigation are not realized in these Chapter 11
      cases; and

(iv) certain of the claims has been settled and released.

Mr. Smolinsky explains that the Claim does not satisfy Rule 23
because, among other reasons, the Plaintiffs are neither typical
of the Putative Classes nor adequate class representatives.
Although the Plaintiffs seek to represent persons who purchased
vehicles with two distinct parking brake systems -- the PBR and
TRW Systems -- they lack standing to represent those with TRW
Systems because neither Plaintiff had a vehicle with a TRW
System, he points out.  Moreover, the Plaintiffs' claims on
behalf of those they arguably might have standing to represent --
the members of the Putative Classes with PBR Systems and
automatic transmissions -- have been largely mooted by the prior
class action settlement between the Debtors and Boyd Bryant,
individually and as class representative of a class of persons
with 1999-2002 1500 series trucks and pickups with automatic
transmissions and PBR Systems, he relates.

Despite notice by publication of the Bar Date to the putative
class members encompassed by the Claim, other than the claim
filed by the Plaintiffs, and the claims filed in connection with
the Bryant Settlement, there have been no claims filed against
the Debtors in connection with the Debtors' Products, Mr.
Smolinsky stresses. Given that the Debtors have provided that
notice, it would be unfair and unnecessary to burden the Debtors'
estates with the additional cost and associated delay of
providing these potential claimants with a second opportunity to
assert claims as class claimants, he insists.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, $971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Old GM Objects to Schwartz's $334 Mil. Claim
------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to disallow Claim Nos. 16440 and 16441 for
$334,847,925 filed by Michael A. Schwartz.

Mr. Schwartz is a "co-lead counsel for the class" that filed a
purported class action complaint against General Motor Corporation
and Saturn Corporation for alleged defective timing chains used in
certain Saturn vehicles and oiling nozzles that were
insufficiently lubricating.  The Putative Classes were not
certified before the Petition Date and the Saturn Plaintiffs have
not sought class certification from the Bankruptcy Court.

The Claim should be disallowed because, among other things,
(i) the Saturn Plaintiffs have failed to satisfy Rule 9014 of the
Federal Rules of Bankruptcy Procedure; (ii) the benefits that
generally support class certification in civil litigation are not
realizable in these Chapter 11 cases; and (iii) the putative class
does not satisfy Rule 23, Joseph H. Smolinsky, Esq., at Weil,
Gotshal & Manges LLP, in New York, contends.  He stresses that
Saturn Plaintiffs are neither typical of the putative classes nor
adequate class representatives.

Mr. Smolinsky also points out that the proposed definition of the
putative class is overbroad since it includes many persons who
have no valid claim.  It is not administratively possible to
identify proposed class numbers, he adds.  In addition, the need
for injunctive relief sought by the Claim has been mooted and
would provide no deterrent effect, as the Debtors no longer
operate a business and are liquidating, he insists.

Given that the Debtors' provided publication notice to the
putative class members encompassed by the Claim, it would be
unfair and unnecessary to burden the Debtors' estates with the
additional cost and associated delay of providing these potential
claimants with a second opportunity to assert claims as class
claimants, Mr. Smolinsky points out.

Alternatively, the Debtors ask the Bankruptcy Court to not allow
the Claim to proceed as a class claim.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, $971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Old GM Objects to A. Foley's $999 Trillion Claim
----------------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., and its
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to disallow Amiel Darius Foley's Claim No. 65304 for
$999 trillion.

Mr. Foley filed its claim against Motors Liquidation Company.
Because the Claim did not provide an amount or any other
information, the Debtors sent a letter to Mr. Foley asking that he
provide the Debtors with any relevant documentation to ascertain
the validity and nature of the Claim.  Mr. Foley replied through a
letter asserting that the liquidated amount of the claim is
"$999,000,000,000,000 or make him CEO."

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that the Claim and the Foley Letter indicate that
Mr. Foley has failed to set forth a cognizable legal and factual
basis and has failed to provide supporting evidence and logical
linkage to the Debtors' Chapter 11 cases.  Nevertheless, the
Debtors discovered that there is a document provided by Mr. Foley
that was assumed and assigned to General Motors LLC ("New GM")
pursuant to the Amended and Restated Master Sale and Purchase
Agreement.  That document related to an idea for a more powerful
V-8 engine.  The Debtors thus surmise that the reference in the
Foley Letter to "[c]ompanies are tring [sic] to take: 1. all my
IDEAS" may relate to some form of purported intellectual
property.

Mr. Smolinsky asserts that Mr. Foley has not provided any
information to verify if this document is the basis for his
claim.  Mr. Smolinsky argues that under the Court-approved
procedures for the assumption and assignment of contracts in
connection with the MSPA, the Claimant had 10 days from the date
notice of the assignment was given to the Claimant to object to
the $0 cure amount and failed to do so.  Assuming that a related
executory contract was assigned, no claim can survive against the
Debtors, and likely against New GM, Mr. Smolinsky insists.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, $971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: 2010 Calendar Year Sales Up 21%
-----------------------------------------------
General Motors Co. said its dealers reported 223,932 total sales
in December, a 16% increase from a year ago for the company's four
brands.  The gain was driven by solid retail sales which were 27%
higher than a strong December a year ago.  For the calendar year,
total sales for GM's four brands increased 21% to 2,202,927, while
retail sales rose 16% for the year.  GM's four brands sold 118,435
more vehicles in 2010 than the company did with eight brands in
2009, and will gain total and retail market share for the year.

A copy of GM's sales report is available at http://is.gd/k7QVd

The Wall Street Journal's Sharon Terlep and Dow Jones Newswires'
John Kell report that U.S. auto sales rose 11% in December 2010.

According to Ms. Terlep and Mr. Kell:

     -- General Motors Co.'s sales rose 8.5% in December and 7.2%
        for the full year;

     -- Ford Motor Co.'s sales increased 6.8% in December and
        almost 20% for the full year;

     -- Chrysler Group LLC's sales increased 16.4% in December and
        16.5% for 2010;

     -- Hyundai Motor Co. said December sales climbed 33% to
        44,802.  For the full year, its sales totaled 538,228, up
        24%; and

     -- Toyota Motor Corp.'s sales fell 5.5% in December and were
        flat for the year.

The report notes Chrysler sold 1.1 million vehicles last year,
hitting the target set a year ago by Chief Executive Sergio
Marchionne.  The report also says it was the first year Hyundai's
U.S. sales exceeded 500,000 vehicles.

In a statement, Ford said its full-year sales totaled 1.935
million, up 19% versus a year ago, marking the largest increase of
any full-line manufacturer.  A copy of Ford's sales report is
available at http://is.gd/k7R0t

According to Ms. Terlep and Mr. Kell, the sales results cap a year
that suggests the auto industry is on the verge of one of the most
dramatic shifts in its history.  The report points out that for
most of the past century, the U.S. car industry was dominated by
General Motors Co., Ford Motor Co. and Chrysler Group LLC.  Now,
as a result of both long-term trends and the upheaval of the last
two years, the Big Three are about to be replaced by a Gang of
Seven as the industry's driving force.

Ms. Terlep and Mr. Kell also note that Hyundai saw its U.S. market
share in 2010 climb to just short of 5%.  If Hyundai crosses that
threshold as expected this year, the U.S. market will have seven
manufacturers -- GM, Ford, Toyota, Honda Motor Co., Chrysler,
Nissan Motor Co. and Hyundai -- with market share of 5% or more.
That's a dramatic shift from the days when the three Detroit
companies dominated the market and dictated the industry's
direction, the report relates.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, $971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GSC GROUP: Black Diamond Alters Bid Terms to Overcome Obstacle
--------------------------------------------------------------
Dow Jones' Small Cap reports that GSC Group Inc. said proposed
buyer Black Diamond Commercial Finance LLC has revised the terms
of its $235 million bid in an effort to resolve rival lenders'
objections to a deal they deem unfair.

According to the report, while the value of Black Diamond's offer
to buy GSC's investment-management business out of bankruptcy will
remain the same, court papers show it will now solely be composed
of debt forgiveness.  Dow Jones' relates that the bid previously
consisted of $5 million in cash, a $6 million note and $224
million in debt.

Also, the report notes, GSC said creditors whose claims rank below
the secured lenders' claims will no longer recover anything from
the deal.  They previously were slated to share in the non-core
assets that aren't included in the Black Diamond sale, the report
says.

According to GSC, while the new terms are less favorable to its
estate than the prior deal, they are valuable in that they aim to
resolve the minority lenders' objections to how the bid is
allocated between the warring lender factions, Dow Jones
discloses.

                            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.  It filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No.
10-14653).  Michael B. Solow, Esq., at Kaye Scholer LLP, assists
the Debtor in its restructuring effort.  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.


HALF MOON BAY, CA: Warns of Budgets Cuts to Avert Insolvency
------------------------------------------------------------
Dow Jones' Small Cap reports that the coastal city of Half Moon
Bay, California, will begin an aggressive campaign to warn
residents of severe budget cuts that lie ahead, as the cash-
strapped town tries to avert insolvency.

According to the report, Laura Snideman, appointed in December as
city manager, said she and the five-member city council and top
managers will quickly meet with residents to alert them about
impending changes, such as potentially outsourcing the town's 15-
person police department to an outside agency.  The report relates
that the city has planned as many as a dozen meetings and will
have a town hall gathering at the end of January, Snideman said.
She added that Half Moon Bay hasn't embarked on such an aggressive
public outreach before and plans to walk residents through the
city budget to show where cuts need to come from.

"The choices are no longer hard, they're painful," Dow Jones'
quoted Mr. Snideman, formerly an economic development manager in
the city of San Mateo, as saying.

Half Moon Bay is a coastal city in San Mateo County, California,
USA. Its population was 11,842 as of the 2000 census. Immediately
at the north of Half Moon Bay is the Pillar Point Harbor and the
unincorporated community of Princeton-by-the-Sea.


HARBOUR EAST: Files Amended Reorganization Plan and Outline
-----------------------------------------------------------
Harbour East Development, Ltd., submitted to the U.S. Bankruptcy
Court for the Southern District of Florida a proposed Plan of
Reorganization and an explanatory Disclosure Statement, as amended
for the first time.

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

As reported in the Troubled Company Reporter on August 11, 2010,
according to the Plan, the Debtor will continue to operate certain
of the condominium units known as CIELO on the Bay located at 7935
East Drive, North Bay Village, Florida, as a rental pool for
purposes of generating net rental income to pay the operating
expenses of the Debtor and to fund distributions to holders, until
the time as the Debtor closes on the sale of all of the
condominium units.

The Debtor will also continue to market, sell and offer purchase
money mortgages with respect to ongoing sales of the condominium
units at the property.

Under the Plan, the Reorganized Debtor, after payment of operating
expenses, administrative expenses, allowed priority and allowed
secured claims, will deposit all remaining net rental income, net
purchase money principal and interest income, and net proceeds of
sale condominium units into an unsecured creditor distribution
reserve at least annually.  Upon each general unsecured claim
distribution date, as determined by the Reorganized Debtor, the
Debtor will pay holders of an allowed general unsecured claim,
their ratable proportion of the general unsecured claim cash
distribution.

The Plan will be further implemented by exchange of Mario Egozi's
Class 12 unsecured claim for the new general partnership interest
and new limited partnership interest, without the need for any
further partnership action and without any further action by
holders of the old general partnership equity interests and the
old limited partnership interests.

Mr. Egozi is the initial manager of the general partner, Harbour
East Development, LC, of the Reorganized Debtor.

In addition, pursuant to the Plan:

   (1) Holders of secured claims will receive 100% of the
       principal amount, and accrued interest thereon at the
       secured claim cram down rate, in deferred cash payment.

   (2) Holders of secured claims classified as "purchaser deposit
       claims" under Class 7 will receive (a) cash in the amount
       of the principal balance and accrued interest thereon of
       the escrow funds of the holder on deposit with the escrow
       agent; and (b) deferred cash payments of all principal, and
       accrued interest thereon at the secured claim cram down
       rate.

   (3) Holders of secured claims classified as the "associated
       secured claim" under Class 8 will receive deferred cash
       payments of all principal, and accrued interest thereon at
       the secured claim cram down rate.

   (4) Holders of secured claims classified as "purchaser
       contract litigation attorney secured claim" under Class 9
       will receive payment of 100% of the principal, and accrued
       interest thereon at the secured claim cram down rate, in
       deferred cash payments.

   (5) Holders of general unsecured claims under Class 11 will
       receive payment of up to 100% of the principal amount and
       accrued interest thereon at the unsecured cram-down rate
       from the general unsecured claim distribution reserve.

   (6) Existing old limited partnership equity interests will be
       cancelled and the holders of old limited partnership equity
       interests will not be entitled to, and will not receive or
       retain, any property or interest in the Debtor on account
       of the interests.

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

                  About Harbour East Development

North Bay Villae, Florida-based Harbour East Development, Ltd.,
owns luxury residential condominium development known as CIELO on
the Bay located at 7935 East Drive, North Bay Village, Florida.

The Company filed for Chapter 11 bankruptcy protection on
April 22, 2010 (Bankr. S.D. Fla. Case No. 10-20733).  Michael L
Schuster, Esq., who has an office in Miami, Florida, represents
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million, as of the Chapter 11 filing.


HARBOUR EAST: Can Use Cash Collateral Until February 28
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
a fifth interim interim order, authorized Harbour East
Development, Ltd., to use cash collateral in the form of rental
income to pay operating expenses, pursuant to a 3-month cash
collateral budget, including: (i) monthly condominium assessments
to CIELO by the Bay Condominium Association; (ii) a monthly real
estate tax escrow; (iii) utilities; and (iv) ongoing maintenance
and repairs relating to the Condominium Units.

The CIELO by the Bay Condominium Association may use Assessments
received from cash collateral only in accordance with the
Association's pre-approved budget for the months of December 2010
and January through February of 2011.  Surplus Funds remaining
after payment of the budgeted expense will not be expended by the
Association without the express prior written consent of 7935 NBV
LLC.

In addition to the existing rights and interests of entities
claiming to have an interest in the cash collateral and as
adequate protection for the use of cash collateral, cash
collateral claimants are granted replacement liens on all post-
petition assets of the Debtor of the same nature as those held
pre-petition equal to the value of any diminution in the value of
their interests in the cash collateral.

The Debtor's use of cash collateral will expire on the earlier of
(i) the date of entry of the final order granting use of cash
collateral, or (ii) February 28, 2011, unless superseded by a
final order, or extended by further order of the Bankruptcy Court.

A hearing on the status of the Debtor's continuing use of cash
collateral will be convened on February 24, 2011, at 2:00 p.m.

The Debtor is represented by:

     Michael L. Schuster, Esq.
     Genovese Joblove & Battista, P.A.
     100 South East Second Street, 44th Floor
     Miami, FL 33131
     Tel: (305) 349-2300
     Fax: (305) 349-2310

North Bay Village, Florida-based Harbour East Development, Ltd.,
owns a luxury residential condominium development known as CIELO
on the Bay located at 7935 East Drive, North Bay Village, Florida.

The Company filed for Chapter 11 bankruptcy protection on
April 22, 2010 (Bankr. S.D. Fla. Case No. 10-20733).  Michael L
Schuster, Esq., who has an office in Miami, Florida, represents
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million, as of the Chapter 11 filing.


HERBST GAMING: District Court to Hear Suit v. Insurcorp, et al.
---------------------------------------------------------------
District Judge Robert C. Jones granted the request of Loomis Co.
and Loomis Benefits, Inc., for the Court to withdraw the reference
of the adversary proceeding, Herbst Gaming, Inc. et al., v.
Insurcorp et al., Case No. 10-cv-00231 (D. Nev.).  Judge Jones
also granted Loomis' motion for summary judgment in part.

Herbst brought the present adversary proceeding against Insurcorp,
Loomis, and AIG Life Insurance Co., suing on nine causes of
action: (1) Turnover of Property to the Estate Under 11 U.S.C.
Sec. 542; (2) Professional Negligence/Negligence; (3) Breach of
Contract; (4) Negligent Misrepresentation/Concealment; (5) Breach
of Fiduciary Duty; (6) Fraud in the Inducement; (7) Fraudulent
Representation/Concealment; (8) Tortious Breach of the Implied
Covenant of Good Faith and Fair Dealing; and (9) Reformation of
Contract.  Defendants have moved to withdraw the reference of the
adversary proceeding to the Districtd Court.

The Motion for Summary Judgment is granted with respect to
transfer under Sec. 542, professional negligence, breach of
fiduciary duty, and bad faith, but denied with respect to
intentional misrepresentation, negligent misrepresentation, and
reformation.

A copy of the District Court's December 29, 2010 Order is
available at http://is.gd/k58uHfrom Leagle.com.

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
September 30, 2009, operation of around 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represented the Debtors in their restructuring
effort.  Herbst Gaming had $919.1 million in total assets and
debts of $1.57 billion as of the Chapter 11 filing.  The
Bankruptcy Court issued an order on January 22, 2010, confirming
the company's amended joint plan of reorganization.  The plan
became effective February 5, 2010.


IMAGE METRICS: Notifies Late Filing of Annual Report
----------------------------------------------------
Image Metrics, Inc. informed the Securities and Exchange
Commission on December 29, 2010, that its Annual Report on Form
10-K for the fiscal year ended September 30, 2010 cannot be filed
within the prescribed time period because it is experiencing
delays in the collection and compilation of certain financial and
other information required to be included in the Form 10-K.  The
Company's Annual Report on Form 10-K will be filed on or before
the 15th calendar day following the prescribed due date.

                        About Image Metrics

Santa Monica, Calif.-based Image Metrics Inc., formerly
International Cellular Accessories, Inc., is a global provider of
technology-based facial animation services to the interactive
entertainment and film industries.

On March 10, 2010, the Company acquired through an exchange offer
all of the outstanding ordinary shares and preferred shares of
Image Metrics Limited, a private company incorporated in England
and Wales, in exchange for 11,851,637 shares of its common stock,
par value $.001 per share.  The historical consolidated financial
statements of the Company do not include the operations of
International Cellular Accessories prior to March 10, 2010, but
only reflect the operations of Image Metrics Limited and its
subsidiary.

The Company's balance sheet as of June 30, 2010, showed
$1.2 million in total assets, $10.0 million in total liabilities,
and a stockholders' deficit of $8.8 million.

The Company has incurred significant operating losses and has
accumulated a $32.7 million deficit as of June 30, 2010.  The
Company said in its Form 10-Q for the quarter ended June 30, 2010
that its ability to continue as a going concern is dependent upon
it being able to successfully raise further capital through equity
or debt financing and continued improvement of its results of
operations.


INNOLOG HOLDINGS: Directors File Initial Statement of Ownership
---------------------------------------------------------------
In separate Form 3 filings with the Securities and Exchange
Commission on December 30, 2010, three directors of Innolog
Holdings Corp. disclosed beneficial ownership of derivative and
non-derivative securities.

The directors disclosed ownership of common stock:

                                      Shares
      Director                  Beneficially Owned
      --------                ----------------------
      Bruce D. Riddle                  68,509
      Verle B. Hammond                174,491
      William P. Danielczyk         1,712,718

Mr. Riddle beneficially owns 300,000 shares of Series A
Convertible Preferred Stock.  He also has a warrant to purchase
220,000 shares of common stock and 137,018 shares of common stock.
The warrants have an expiration date of March 31, 2016 and June 1,
2015, respectively.

Mr. Hammond beneficially owns 878,665 shares of Series A
Convertible Preferred Stock.  He also has warrants to purchase
196,000 common stock, 65,000 common stock, 15,000 common stock and
25,000 common stock.  All warrants will expire in 2015.

Mr. Danielczyk beneficially owns 133,391 shares of Series A
Convertible Preferred Stock and 2,100,000 shares of Series A
Convertible Preferred Stock.  He has the warrants to purchase
220,000; 1,103,932; 2,100,000; and 500,000 shares of common stock.

Galen Capital Corp disclosed that it beneficially owns 4,000,000
shares of Series A Convertible Preferred Stock.  Mr. Galen has
warrant to purchase 4,000,000 shares of common stock, which
warrant will expire on March 31, 2016.

GOFSIX, LLC beneficially owns 16,810,000 shares of Series A
Convertible Preferred Stock.  GOFSIX has warrant to purchase
16,810,000 common stock, which warrant has an expiration date of
March 31, 2016.

These derivative securities were granted by Innolog Holdings
Corporation prior to a merger that was consummated with the
Company on August 13, 2010 and were immediately exercisable on the
date of grant.  These derivative securities were assumed by the
Company as part of the merger transaction.

                      About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

The Company's balance sheet at September 30, 2010, showed
$1.19 million in total assets, $7.74 million in total liabilities,
all current, and a stockholders' deficit of $6.55 million.

"The Company has sustained substantial operating losses in the
prior year and increasing losses in the current periods, and has a
stockholders' deficit of $6.54 million and $2.49 million at
September 30, 2010, and December 31, 2009, respectively," the
Company said in its Form 10-Q for the quarter ended Sept. 30,
2010.  "There are many delinquent claims and obligations, such as
payroll taxes, employee income tax withholdings, employee benefit
plan contributions, loans payable and accounts payable, that could
ultimately cause the Company to cease operations."


INNOLOG HOLDINGS: Registers 46.2-Mil. Shares of Common Stock
------------------------------------------------------------
Innolog Holdings Corporation filed a registration statement on
Form S-1 to register 46,277,303 shares of its common stock, which
may be offered for resale by selling stockholders, which include:

  -- 8,882,545 shares of common stock; and

  -- 37,394,758 shares of common stock issuable upon conversion of
     Series A Convertible Preferred Stock.

The Company will not receive any of the proceeds from the sale of
these shares.  The selling stockholders may be deemed
"underwriters" within the meaning of the Securities Act of 1933,
as amended, in connection with the sale of their common stock
under this prospectus.  The Company will pay all the expenses
incurred in connection with the offering with the exception of
brokerage expenses, fees, discounts and commissions, which will
all be paid by the selling stockholders.

The prices at which the selling stockholders may sell the shares
of common stock that are part of the offering will be determined
by the prevailing market price for the shares at the time the
shares are sold, a price related to the prevailing market price,
at negotiated prices or prices determined, from time to time, by
the selling stockholders.

The Company's common stock is currently quoted on the OTC Bulletin
Board under the symbol "INHC."  On December 28, 2010, the closing
price of the Company's common stock was $0.02 per share.

                      About Innolog Holdings

Fairfax, Virginia-based Innolog Holdings Corporation is a holding
company designed to make acquisitions of companies in the
government services industry.  The Company's first acquisition,
Innovative Logistics Techniques, Inc., is a solutions oriented
provider of logistics services primarily to agencies of the U.S.
government, but also to state and local agencies and to private
businesses.

The Company's balance sheet at September 30, 2010, showed
$1.19 million in total assets, $7.74 million in total liabilities,
all current, and a stockholders' deficit of $6.55 million.

"The Company has sustained substantial operating losses in the
prior year and increasing losses in the current periods, and has a
stockholders' deficit of $6.54 million and $2.49 million at
September 30, 2010, and December 31, 2009, respectively," the
Company said in its Form 10-Q for the quarter ended Sept. 30,
2010.  "There are many delinquent claims and obligations, such as
payroll taxes, employee income tax withholdings, employee benefit
plan contributions, loans payable and accounts payable, that could
ultimately cause the Company to cease operations."


INT'L STORYTELLING: Financial Woes Prompt Bankruptcy Filing
-----------------------------------------------------------
International Storytelling Center filed for Chapter 11 protection
on Dec. 31, 2010 (Bankr. E.D. Tenn. Case No. 10-53299).

The Associated Press reports the Debtor blamed the filing on the
financial burden of a new center and decline in visitors.  Founder
and President, Jimmy Neil Smith noted that attendance at the
center's festival has been down 16% since 2007.

International Storytelling aims to reorganize its finances in
Chapter 11.  Mr. Smith said Chapter 11 protection will allow the
center to re-organize their operations, without a change to the
public eye, according to TriCities.com.

"We'll still have the festival, we'll still have the center
facilities and operations, we'll still have the residents-in-
teller program in 2011," said Mr. Smith, according to TriCities.

The storytelling programs generate almost $7 million dollars to
Washington County each year, as well as producing over 100 jobs.


IRVINE SENSORS: Sells Notes and Common Shares for $11.3 Million
---------------------------------------------------------------
On December 23, 2010, Irvine Sensors Corporation entered into a
Securities Purchase Agreement with two accredited investors, Costa
Brava Partnership III L.P. and The Griffin Fund LP, pursuant to
which the Company issued and sold to Costa Brava and Griffin, in
an initial closing on December 23, 2010, 12% Subordinated Secured
Convertible Notes due December 23, 2015 in the aggregate principal
amount of $7,774,800 and an aggregate of 51,788,571 shares of
Common Stock of the Company for $3,625,199, or $0.07 per share,
and agreed to issue and sell in a subsequent closing not later
than April 30, 2010 additional 12% Subordinated Secured
Convertible Notes to Costa Brava and Griffin for an aggregate
purchase price of $1.2 million.

As the Company previously disclosed in its Current Reports on Form
8-K filed with the Securities and Exchange Commission on November
15, 2010, November 26, 2010, December 8, 2010 and December 16,
2010, the Company previously sold 10% Unsecured Convertible
Promissory Notes due May 31, 2011 to investors in an aggregate
principal amount of $3,000,000, the terms of which permit the
holders of the Bridge Notes to convert up to and including the
aggregate outstanding principal amount of such Bridge Notes and
any accrued interest thereon.

Costa Brava and Griffin held Bridge Notes in the aggregate
principal amount of $578,600 and, on December 23, 2010, elected to
convert the Conversion Amount under their Bridge Notes into the
same securities issued in the Financing, with 31.8% of such
aggregate Conversion Amount being allocated to the purchase of an
aggregate of 2,640,560 shares of Common Stock of the Company for
$184,839, or $0.07 per share, and the remaining $396,416 of the
aggregate Conversion Amount being allocated to the purchase of
Notes.  As soon as practicable after the first closing of the
Financing, the Company will hold two or more subsequent closings
to effect the closing of the Bridge Note Conversion for those
Bridge Note Holders who elect to participate in the Bridge Note
Conversion.

The Notes bear interest at a rate of 12% per annum, due and
payable quarterly within 10 business days of the end of each
calendar quarter, calculated on the simple interest basis of a
365-day year for the actual number of days elapsed.  For the first
two years of the Notes, the Company has the option, subject to the
satisfaction of certain customary equity conditions, to pay all or
a portion of the interest due on each interest payment date in
shares of common stock, with the price per share calculated based
on the weighted average price of the Company's Common Stock over
the last 20 trading days ending on the second trading day prior to
the interest payment date.

The foregoing notwithstanding, until that certain Secured
Promissory Note dated April 14, 2010 by and between the Company to
Timothy Looney is repaid in full, cash interest on the Notes must
instead be paid by adding the amount of such interest to the
outstanding principal amount of the Notes as "PIK" interest.  The
principal and accrued but unpaid interest under the Notes is
convertible at the option of the holder, any time after amendment
of the Company's Certificate of Incorporation to increase the
Company's authorized Common Stock, into shares of the Company's
Common Stock at an initial conversion price of $0.07 per share.

The conversion price is subject to full ratchet adjustment for
certain price dilutive issuances of securities by the Company and
proportional adjustment for events such as stock splits,
dividends, combinations and the like.  Beginning after the first
two years of the Notes, the Company can force the Notes to convert
to Common Stock if certain customary equity conditions have been
satisfied and the volume weighted average price of the Common
Stock is $0.25 or greater for 30 consecutive trading days.

The Notes and the Milestone Notes will be secured by substantially
all of the assets of the Company pursuant to a Security Agreement
dated December 23, 2010 between the Company and Costa Brava as
representative of the Note holders, but the liens securing the
Notes and Milestone Notes are subordinate to the liens securing
the indebtedness of the Company to Summit Financial Resources,
L.P. under that certain Financing Agreement dated as of June 16,
2009, and subordinate in right of payment to the Looney Note.

Subject to the subordination to the Looney Note, the amounts owing
under the Notes may be accelerated, and a 25% premium charged on
such amounts, upon the occurrence of certain events of default,
such as:

   (i) failure to cure within 10 business days a failure to timely
       deliver the required number of shares of Common Stock on
       conversion of the Notes;

  (ii) notice to any holder of the Notes of the Company's
       intention not to comply with a request for conversion of
       any Notes that are tendered for conversion in compliance
       with the provisions of the Notes and applicable securities
       laws;

(iii) failure to pay to any Holder any amounts when and as due
       under the Notes or any other transaction document in
       connection therewith;

  (iv) any event of default under, redemption of or acceleration
       prior to maturity of certain indebtedness of the Company or
       its subsidiaries in an aggregate principal amount in excess
       of $500,000;

   (v) the Company or any of its subsidiaries other than Optex
       Systems, Inc., pursuant to or within the meaning of Title
       11, U.S. Code, or any similar Federal, foreign or state law
       for the relief of debtors, commences a voluntary case,
       consents to the entry of an order for relief against it in
       an involuntary case, consents to the appointment of a
       receiver, trustee, assignee, liquidator or similar
       official, makes a general assignment for the benefit of its
       creditors or admits in writing that it is generally unable
       to pay its debts as they become due;

  (vi) a court of competent jurisdiction enters an order or decree
       under any Bankruptcy Law that is for relief against the
       Company or any of its subsidiaries in an involuntary case,
       appoints a Custodian of the Company or any of its
       subsidiaries or orders the liquidation of the Company or
       any of its subsidiaries;

(vii) a final judgment or judgments for the payment of money
       aggregating in excess of $500,000 are rendered against the
       Company or any of its subsidiaries and which judgments are
       not, within 60 days after the entry thereof, bonded,
       discharged or stayed pending appeal, or are not discharged
       within 60 days after the expiration of such stay; provided,
       however, that any judgment which is covered by insurance or
       an indemnity from a creditworthy party will not be included
       in calculating the $500,000 amount so long as the Company
       provides a reasonably satisfactory written statement from
       such insurer or indemnity provider to the effect that such
       judgment is covered by insurance or an indemnity and the
       Company will receive the proceeds of such insurance or
       indemnity within 30 days of the issuance of such judgment
       or such later date as provided by the terms of such
       insurance policy;

(viii) any representation or warranty made by the Company in any
       Transaction Document shall prove to be materially false or
       misleading as of the date made or deemed made;

  (ix) the Company breaches any covenant or other term or
       condition of any Transaction Document and, in the case of a
       breach of a covenant or term or condition which is curable,
       such breach continues for a period of at least 10
       consecutive business days;

   (x) any material provision of any Transaction Document ceases
       to be of full force and effect other than by its terms, or
       the Company contests in writing the validity or
       enforceability of any provision of any Transaction
       Document;

  (xi) the Security Agreement shall for any reason cease to create
       a valid and perfected lien, with the priority required by
       the Security Agreement, on, and security interest in, any
       material portion of the collateral purported to be covered
       thereby, subject to permitted liens and the liens securing
       Looney Note; and

(xii) any event of default occurs with respect to any other
       Notes.

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.

The Company's balance sheet at October 3, 2010, showed
$6.32 million in total assets, $16.42 million in total
liabilities, and a stockholders' deficit of $10.10 million.


LEHMAN BROTHERS: $2.2 Million Arbitration Award Issued Against UBS
------------------------------------------------------------------
The Law Office of Christopher J. Gray, P.C. in New York City
informs investors of a $2.2 million FINRA arbitration award
against UBS Financial Services, Inc. -- the latest in a series of
pro-investor rulings against UBS in cases involving Lehman
Brothers "Principal Protected" Notes.  The award in the case,
Motamed v. UBS Financial Services, Inc., FINRA Case No. 09-02087,
was issued in December by a three-person FINRA arbitration panel
in Philadelphia.  The case represents reportedly the seventh
consecutive win by claimant investors in cases against UBS arising
out of the so-called "Principal Protected" securities.

"Principal Protected" Notes, created by the now-defunct brokerage
firm Lehman Brothers, are essentially financial instruments that
combine derivatives with fixed income and/or equities, resulting
in a product that was supposed to provide the safety of fixed
income with the upside of the stock market.  At least that is how
these products were reportedly pitched to some investors by UBS.
Not included in the sales pitch was that fact that Lehman Brothers
itself was the sole guarantor of the so-called principal
protection.

These structured notes were reportedly marketed to conservative
investors seeking preservation of capital, a reasonable yield and
the potential for a modest gain in principal.  In reality, these
types of investments were being used by Lehman Brothers, and other
brokerage firms, to help finance their near-term operational
shortfalls. In fact, many clients were reportedly never even
informed that these were Lehman Brothers products in the first
place. In some instances, it was not even apparent from customers'
monthly statements that they owned a Lehman Brothers product, as
the products were often listed simply as "LB 100% PPN."  Now that
Lehman Brothers is in bankruptcy, it appears that these supposedly
"Principal Protected" Notes have little or no remaining value.

Attorney Christopher Gray is available for a confidential no-
obligation consultation for investors who believe that they may
have a valid claim arising out of Lehman Brothers Principal
Protected Notes or other structured financial products.  The Law
Office of Christopher J. Gray, P.C. has represented investors in
numerous arbitration proceedings before the FINRA (Financial
Industry Regulatory Authority), its predecessors the National
Association of Securities Dealers (NASD) and New York Stock
Exchange Regulation, Inc., and the National Futures Association,
as well as in litigation before the state and federal courts. The
Firm's contact information is below.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIONS GATE: Asks District Court to Compel Icahn to Disclose Info
----------------------------------------------------------------
Nat Worden, writing for The Wall Street Journal, reports that
Lions Gate Entertainment Inc. asked a Manhattan district court
last week to force Carl Icahn to disclose information about a
confidential agreement he allegedly has with creditors of Metro-
Goldwyn-Mayer Inc. about a possible merger of the two movie
studios.

The filing is part of a lawsuit Lions Gate filed against Mr.
Icahn, accusing him of privately plotting to merge Lions Gate with
MGM on his own terms even while he was publicly denigrating such a
deal last spring as part of his campaign to gain control of Lions
Gate.

Mr. Worden reports that Lions Gate also asked that Mr. Icahn
disclose information about a "side deal" he allegedly made with
Internet entrepreneur Mark Cuban to induce him to accept Mr.
Icahn's tender offer and sell his stake in the film studio.  Lions
Gate identified Joe Francis, creator of the "Girls Gone Wild"
video series, as its source of information.

Mr. Worden relates Mr. Cuban, in an email, denied any side deal
existed.  The owner of the Dallas Mavericks said the only
"questionable offer" for his Lions Gate stock came when Lions Gate
co-chairman Michael Burns offered to buy his shares, through a
third party, for five cents more a share than Mr. Icahn's offer.

According to the Journal, Lions Gate has alleged that Mr. Icahn
offered Mr. Cuban "special consideration" for his agreement to
tender a 5.4% stake in Lions Gate to Mr. Icahn as he tried to
acquire the studio last year. Mr. Icahn challenged the allegation
in court.

The Journal says a Lions Gate spokesman declined to comment.
Messrs. Icahn and Francis couldn't be reached for comment.

The Journal relates Mr. Icahn has denied plotting a merger of
Lions Gate and MGM.  Mr. Icahn recently expressed support for a
Lions Gate-MGM merger, if the deal is structured to his liking,
after casting doubt on the wisdom of such a transaction last
spring when his series of tender offers to buy all the shares of
Lions Gate began.  On several occasions, Mr. Icahn said he felt
shareholders should have a greater voice in the company as it
contemplated a deal for MGM that could add debt to its balance
sheet.

The Journal notes Mr. Icahn has countersued Lions Gate, accusing
the company of breaching its fiduciary duties to shareholders
through a debt-to-equity deal with its board member and second-
largest shareholder, Mark Rachesky, which boosted Mr. Rachesky's
holdings in the company while diluting other shareholders,
including Mr. Icahn.

Lions Gate has defended the deal as a measure designed to reduce
its debt burden.  After courts in Canada and New York declined to
bar Mr. Rachesky from voting his shares resulting from the debt-
to-equity deal at the company's annual meeting last month, Mr.
Icahn acknowledged publicly that his slate of nominees to the
company's board would be unable to prevail in a proxy battle.  A
New York court, however, agreed to hear the case and has required
Lions Gate to hold another shareholders meeting this year after
the court's ruling.

Mr. Icahn is Lions Gate's largest shareholder with a 33% stake.

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is an independent producer and
distributor of motion pictures, home entertainment, television
programming and animation worldwide and holds a majority interest
in the pioneering CinemaNow VOD business.

Lions Gate Entertainment Corp. reported total assets of
$1,592,874,000 against total liabilities of $1,594,454,000,
resulting in total deficiency of $1,580,000 as of June 30, 2010.

Lions Gate carries 'B-' issuer credit ratings from Standard &
Poor's.


LOS GATOS HOTEL: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------
Los Gatos Hotel Corporation asks for authorization from the U.S.
Bankruptcy Court for the Northern District of California to use
the cash collateral of GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership until March 28, 2011.

In 2006, the Debtor refinanced its debt on Hotel Los Gatos through
a loan from Greenwich Capital Financial Products, Inc., which was
evidenced by a promissory note in the amount of $12 million,
payable over a period of five years, and coming due in full in
March 2011.  The Debtor is informed, but hasn't confirmed, that
the Loan was subsequently bundled with other loans and sold as
part of a commercial mortgage-backed security to Greenwich Capital
Commercial Funding Corp.  GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership claims that it currently holds the Loan, which is
serviced by LNR Partners, LLC.  As of the petition Date, the
principal balance of the Loan had been reduced to $11,606,981.
LNR has claimed that penalties and interest in arrears total
approximately $1.5 million.

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo, P.C., explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the Lender a replacement lien on the Debtor's postpetition
cash, accounts receivable and revenues, to the same extent,
validity and priority as any lien on cash collateral held by the
Lender as of the petition Date, to the extent of any diminishment
in the value of the Lender's collateral as a result of cash
collateral used by the Debtor, including cash collateral used
prior to the preliminary hearing on the Debtor's request to use
cash collateral.  According to the Debtor, the Lender's interest
is also adequately protected by an equity cushion and by the
revenue generated from the Debtor's postpetition operation.

Lender Objects to Use of Cash Collateral

The Lender objects to the Debtor's request to use cash collateral.
The Lender says that it has readily agreed to Debtor's oral
request for immediate use of cash collateral to meet payroll,
rounded up to $74,000, and that it is also prepared to stipulate
to additional use of cash collateral to preserve value and
maintain the status quo.  The Lender, however, opposes: (1) the
proposed use of cash collateral without customary protections --
such as evidence of past performance, explanations for future
variances, adequate protection payments, and replacement liens on
all revenue (not just a portion of revenue, as Debtor
proposes) -- and (2) the proposed use of cash collateral for
radical and irrevocable changes in Debtor's business, including
conversion of this Property from a standalone hotel operated and
managed by Joie de Vivre to a franchise operating under the
Preferred Hotels flag and managed by an entity newly created by
Debtor, known as Folio Hospitality Management.

The Lender says that "Debtor agreed to maintain the status quo
with JDV for fourteen days, but Debtor's proposed Budget is
entirely predicated on the New Business Model.  At that same
hearing Debtor's counsel agreed that the interim use of cash
collateral will be predicated on replacement liens on all revenue,
but for any subsequent periods Debtor still seeks to limit
replacement liens to only a portion of its revenues.  Debtor's
counsel also appeared to concede that adequate protection payments
will need to be made, but in an unspecified dollar amount, at some
unspecified future date, and out of projected revenues that are
much less likely to materialize under Debtor's risky and
unexplained New Business Model."

According to the Lender, there is no evidence of any equity
cushion.

The Lender wants the Court to require the Debtor to submit a
budget based on historic performance of the hotel, and condition
any use of cash collateral on the Debtor maintaining the status
quo and agreeing not to take any steps to implement its New
Business Model.  The Lender also wants ordinary protections for
the use of cash collateral, including monthly adequate protection
payments equal to regular loan payments, replacement liens on all
revenues and other property of the Debtor, periodic payment of the
Lender's reasonable attorneys' fees and other fees, costs and
charges as allowed by the Court, and other adequate protection and
relief as the Court deems just and proper.

The Lender is represented by Duane Morris LLP.

                          About Los Gatos

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  Jeffry
A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.  Affiliate Blossom
Valley Investors, Inc., filed a separate Chapter 11 petition on
September 10, 2009 (Bankr. N.D. Calif. Case No. 09-57669).


LOS GATOS HOTEL: Section 341(a) Meeting Scheduled for Feb. 2
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Los Gatos
Hotel Corporation's creditors on February 2, 2011, at 9:30 a.m.
The meeting will be held at U.S. Federal Building, 280 S. First
Street #268, San Jose, CA 95113.

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

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

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  Jeffry
A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.  Affiliate Blossom
Valley Investors, Inc., filed a separate Chapter 11 petition on
September 10, 2009 (Bankr. N.D. Calif. Case No. 09-57669).


LOS GATOS HOTEL: Sues Joie de Vivre Hospitality in Ch. 11
---------------------------------------------------------
According to netDockets, Los Gatos Hotel Corp., owner of Hotel Los
Gatos, filed an adversary complaint against Joie de Vivre
Hospitality, Inc. and Joie de Vivre Hospitality, LLC, which
formerly managed Hotel Los Gatos, asserting that the Joie de Vivre
companies had failed to turnover several hundred thousand dollars
held in an operating account at Wells Fargo and also failed to
provide additional information (such as books and records) needed
for Folio to manage the hotel going forward.  The report relates
that the complaint asks the bankruptcy court to force the Joie de
Vivre companies to turnover the cash pursuant to Section 542 of
the Bankruptcy Code and, further, to find that the Joie de Vivre
entities have "willfully and wrongfully" taken actions in
violation of the automatic stay.

In addition to the amounts in the bank account, the complaint
seeks an award for "actual, punitive and other damages arising
from Defendants' willful violation of the automatic stay,
including, but not limited to, all attorneys' fees and expenses
incurred in connection with" the adversary proceeding and
preliminary and permanent injunctions prohibiting Joie de Vivre
from taking any actions related to the hotel, the report notes.

netDockets relates that a courthouse auction of the hotel property
had been scheduled to occur on December 7, 2010, but was delayed
until January 31, 2011 at the last minute.

                     About Los Gatos Hotel

Los Gatos Hotel Corporation was formed in 2000 to develop the
Hotel Los Gatos, a 72-room boutique hotel located in Los Gatos,
California.  The property, which was built in 2002, also contains
2,000 square feet of meeting and conference space, Dio Deka (a
Michelin star greek restaurant), and a 3,600 square foot spa and
fitness facility.

Los Gatos Hotel Corp.'s hotel property was managed by Joie de
Vivre Hospitality, Inc. prior to the Los Gatos' Chapter 11 filing.
The Debtor has now retained Folio Hospitality Management to manage
the hotel.

Los Gatos Hotel Corporation filed for Chapter 11 protection on
Dec. 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  Jeffry A.
Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo, in San
Diego, California, serves as counsel to the Debtor.  The Debtor
estimated assets and debts of $10 million to $50 million in the
Chapter 11 petition.

An affiliate, Blossom Valley Investors, Inc., filed for Chapter 11
protection in September 2009 (Bankr. N.D. Calif. Case No. 09-
57669).


LYONDELL CHEMICAL: Judge Dismisses Claims for Toxic Cleanups
------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Lyondell Chemical Co.
won a dismissal of some bankruptcy claims from companies seeking
$1.1 billion for environmental costs.

According to the report, U.S. Bankruptcy Judge Robert Gerber in
Manhattan said his ruling would affect claims for future costs
only, including those from Weyerhaeuser Co. and Georgia-Pacific
LLC.  Lyondell previously settled its environmental liabilities
with the U.S. Environmental Protection Agency.  Claims from
companies that are still negotiating their own liability with the
EPA can be dismissed by Lyondell because they are "contingent,"
Gerber said in the January 4 decision.

"The claims at issue here are for future cleanup costs that might
or might not actually be incurred, and then might or might not
actually be paid, by any of them," Judge Gerber wrote.

According to the report, Judge Gerber said the ruling will
encourage faster cleanups of polluted sites.

Claims from companies for reimbursement of funds already spent
cleaning up environmental pollutants aren't contingent, and
therefore aren't dismissed, Judge Gerber said.  Weyerhaeuser
already spent $11 million, he said.

"I note, to the extent it matters, that this ruling advances not
just bankruptcy policy, but environmental policy as well," Judge
Gerber added.  He said the decision furthers the government's
policy goal of "encouraging expeditious cleanup, because claimants
are encouraged to remediate promptly by the threat of disallowance
of claims that have not been fixed."

Bloomberg recounts that on April 23, 2010, Houston-based Lyondell,
then still in bankruptcy, won Judge Gerber's permission to settle
more than $5.5 billion in environmental-damage claims with U.S.
regulators.  It put $108.4 million into a trust to pay for
cleanup costs at various properties.  The agreement called for
another $61.6 million to go to U.S. and California government
agencies.  The EPA also was given a $1.18 billion unsecured claim
in Lyondell's bankruptcy.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On January 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 on April 24,
2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MANGIA PIZZA: Guadalupe Store Closed as Part of Reorganization
--------------------------------------------------------------
According to YOUR NEWS NOW, Mangia Pizza on Guadalupe near
University of Texas, in Austin, has shutdown as part of a Chapter
11 bankruptcy reorganization plan.  Mangia founder Jeff Sayers
said rent was too high and sales were too low.  Mr. Sayers said
about 75% of the employees who are affected by the closing will be
able to find work at other Mangia stores, and that the stores at
Austin-Bergstrom Airport and on Mesa Drive will stay open.

According to the report, Mr. Sayers said there may be a deal in
the works to turn over the operation of the Round Rock store to a
licensee.  Mr. Sayers said business at the Guadalupe store was
down 20% over the last two years.

Mangia Pizza Investments, LP, which operates about four deep dish
pizzerias in Austin, Texas, filed for Chapter 11 bankruptcy on
November 19, 2010 (Bankr. W.D. Texas Case No. 10-13235).  A copy
of the petition is available for free at
http://bankrupt.com/misc/txwb10-13235.pdf


MAPCO EXPRESS: Moody's Withdraws 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all credit ratings for
Mapco Express, Inc., because the company's rated debt has been
fully repaid.

These ratings were withdrawn:

* Corporate Family Rating at B3;
* Probability of Default Rating at B3;
* Senior secured credit facilities due 2011 at B3 (LGD 3, 48%).

The last rating action on MAPCO was on December 22, 2009, when
Moody's assigned a new B3 rating to the extended portion of its
revolving credit facility.

MAPCO Express, Inc, headquartered in Brentwood, Tennessee,
operates 452 convenience stores in the Southeastern United States.
MAPCO is a wholly owned subsidiary of Delek US Holdings, Inc.,
which in turn is approximately 73% beneficially owned by the
Israeli conglomerate Delek Group LTD. Revenues are approximately
$1.5 billion.


MAUI LAND: Extends Wells Fargo & AgCredit Credit Facilities
-----------------------------------------------------------
On December 22, 2010, Maui Land & Pineapple Company, Inc. entered
into two agreements which extended the maturity dates and modified
certain terms of its existing credit facilities with its principal
lenders, Wells Fargo Bank, National Association and American
AgCredit, FLCA.

The Second Modification Agreement and Waiver between the Company
and Wells Fargo amended the terms of a $30 million revolving line
of credit agreement dated October 9, 2009 (as subsequently
amended) between the Company and Wells Fargo. Significant terms of
the Wells Fargo Second Modification are as follows:

  -- Extends the maturity date from March 1, 2011 to May 1, 2012.
     Subject to the completion of appraisals showing appraised
     values of the real property pledged as collateral for the
     credit facility acceptable to Wells Fargo, the Company and
     Wells Fargo intend to enter into a Third Modification
     Agreement which will extend the maturity date to May 1, 2013.

  -- Reduces the amount available under the $30 million commitment
     to $25.0 million in revolving loans and $1.1 million in
     letters of credit.  Subject to receipt of the aforementioned
     appraisals, the Company and Wells Fargo intend to enter into
     a Third Modification Agreement that increases the commitment
     and availability under the credit facility to up to $35
     million.

  -- Reduces the interest rate from LIBOR plus 4.25% to LIBOR plus
     3.80% and eliminates the 5.50% interest rate floor.

  -- Amends the financial covenants by reducing the minimum
     liquidity requirement from $8 million to $4 million, which is
     not applicable until the calendar quarter ending June 30,
     2011, and by reducing the maximum amount of total liabilities
     that may be owed by the Company from $240 million to $175
     million.

  -- Waives the requirement that 50% of the net proceeds from the
     sale of the Company's former cannery property be used to
     prepay and reduce the commitment under the credit facility,
     to the extent that the sales proceeds are applied toward
     settling and paying legacy costs related to the Company's
     discontinued business operations.

  -- Adds certain real property referred to by the Company as the
     Central Resort, Honolua Store and Merriman's Restaurant
     parcels to the collateral securing the credit agreement.

The Loan Agreement between the Company and AgCredit amended and
restated in its entirety the terms of a fully-drawn $25 million
revolving line of credit agreement dated September 1, 2005 between
the Company and AgCredit.  Significant terms of the AgCredit Loan
Agreement are as follows:

  -- Extends the maturity date from March 1, 2011 to May 1, 2012.
     Subject to the completion of the aforementioned Wells Fargo
     appraisals and extension of the maturity date of the Wells
     Fargo credit agreement to May 1, 2013, the maturity date
     under the AgCredit Loan Agreement will be automatically
     extended to May 1, 2013.

  -- Changes the facility from a revolving line of credit to a
     term loan.

  -- Eliminates the 5.50% interest rate floor and specifies an
     interest rate based on the greater of 1.00% or the 30-day
     LIBOR rate, plus an applicable spread of 4.25%.  Provides for
     subsequent tiered reductions in the applicable spread to
     3.75%, subject to corresponding reductions in the principal
     balance of the loan.

  -- Amends the financial covenants by reducing the minimum
     liquidity requirement from $8 million to $4 million and
     reduces the maximum amount of total liabilities that may be
     owed by the Company from $240 million to $175 million.

  -- Requires mandatory principal prepayments of 100% of the net
     proceeds of the sale of any real property pledged as
     collateral for the loan.  Also requires tiered mandatory
     principal prepayments based on predetermined percentages
     ranging from 10% to 75% of the net proceeds from the sale of
     non-collateralized real property.

                About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- is a landholding, real estate development
and asset management company headquartered in Maui, Hawaii.  The
Company owns approximately 24,000 acres of land on Maui, including
its principal development, the Kapalua Resort, a 1,650 acre
master-planned, destination resort community.

The Company's balance sheet at Sept. 30, 2010, showed
$99.39 million total assets, $92.10 million in total current
liabilities, $30.84 million in total long-term liabilities, and
a stockholder's deficit of $23.54 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses and negative cash flows
from operations and deficiency in stockholders' equity at
December 31, 2009.


MESA AIR: Resolves US Bank/Finame Admin. Claims
-----------------------------------------------
Mesa Air Group Inc. and Agencia Especial de Financiamento
Industrial-Finame have reached an agreement regarding the
leveraged leases of 36 Embraer 145-LR aircraft.

The subject of the contested matter include:

    * Claim Nos. 1430 and 1431 -- which amended Claim Nos. 1420
      and 1421 and which themselves had modified Claim Nos. 959
      and 958 -- filed by U.S. Bank National Association, as
      security trustee, at the direction of Finame, but only as
      to the portions requesting payment of administrative
      expense claims;

    * Claim Nos. 1454 and 1455 filed by U.S. Bank at the
      direction of Finame, but only as to the portions
      requesting payment of administrative expense claims; and

    * The Debtors' objection to the (i) Alleged Administrative
      Portions of Claim Nos. 1430 and 1431 of U.S. Bank, and
      claims that were amended and superseded by Claim Nos. 1430
      and 1431, and (ii) Alleged Administrative Portions of
      Claim Nos. 1454 and 1455 of U.S. Bank.

In the Court-approved stipulation, the parties agree that the
aggregate liquidated amounts asserted by U.S. Bank on behalf of
Finame are:

  (a) With respect to Mesa Air Group, Inc., $36,538,972 in
      administrative expense claims and $543,042,408 in general
      unsecured claims; and

  (b) With respect to Mesa Airlines, Inc., $36,538,972 in
      administrative expense claims and $543,042,408 in general
      unsecured claims.

U.S. Bank, on behalf of Finame, reserves the right to further
amend or supplement the Claims at any time and for any reason.

Notwithstanding the $36,538,972 in administrative expense claims
asserted by U.S. Bank on behalf of Finame against certain of the
Debtors in the Claims and any final disposition of the Contested
Matter, any administrative expense claims allowed in favor of
U.S. Bank on behalf of Finame against the Debtors' estates will
not exceed $5,000,000 in the aggregate.

However, the $5,000,000 Cap will not apply if (1) either Mesa or
any other party-in-interest seeks confirmation of a plan of
reorganization or liquidation that does not provide for the
payment of the Allowed Finame Administrative Claims in full in
immediately available funds on the latest of (i) the effective
date under the plan or as soon as practicable; (ii) the earlier
of (x) the date fixed by the Court and (y) the 14th day after
the allowance of the Allowed Finame Administrative Claims; and
(iii) the date that Finame and the Debtors may agree; or (2) the
cases of Mesa Air Group, Inc., or Mesa Airlines, Inc., are
converted to cases under Chapter 7 of the Bankruptcy Code.

Notwithstanding anything contrary in their November 23, 2010
Second Amended Joint Plan of Reorganization, the Debtors agree
that any Allowed Finame Administrative Expense Claims, in an
amount not to exceed the Cap, will be paid in full on the latest
of (i) the effective date under the Plan or as soon as
practicable, (ii) the earlier of a date fixed by the Court and
the 14th day after the allowance of the Allowed Finame
Administrative Claims, and (iii) the date as Finame and the
Debtors may agree.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Parties File Notices to Acquire Substantial Claims
------------------------------------------------------------
Embraer S.A., formerly known as Empresa Brasileira de Aeronautica
S.A., inclusive of its subsidiaries, a substantial claimholder,
notifies the Court of its intention to acquire or otherwise
accumulate certain claims against the Debtors, by virtue of
Embraer's payment to the owner participant in certain leveraged
lease transactions in satisfaction of its contractual
obligations.

To recall, on February 8 and August 26, 2010, Embraer filed a
Notice of Status as a Substantial Claimholder and Amended Notice
of Status as a Substantial Claimholder with the Court.

The Debtors consented to the acquisition by Refine, Inc., an
indirectly controlled wholly owned subsidiary of Embraer, as
trustee of certain claims pursuant to a Side Letter entered into
by and between Embraer and the Debtors, dated October 6, 2010.

According to the Notice to Acquire, Rolls-Royce plc is required
to satisfy certain contractual obligations to Transamerica
Aviation LLC, formerly known as Transamerica Aviation 429/448
Corp., in connection with a leveraged lease transaction involving
two ERJ-145 aircraft.  Upon satisfaction of the obligations,
Transamerica is required to make the proposed transfer through
which Refine, as trustee, will acquire or otherwise accumulate
claims against Debtors Mesa Airlines Inc. and Mesa Air Group,
Inc., arising under relevant operative documents for the
Transamerica Aircraft, each through Rolls-Royce's subrogation and
other rights, in an unliquidated amount with respect to each of
the applicable Debtors.

          Brigade Files Notices of Intent to Acquire,
           Purchase, or Otherwise Accumulate a Claim

Brigade Leveraged Capital Structures Fund Ltd. currently
beneficially owns claims against the Debtors aggregating $0.

In separate Notices to Acquire, Brigade or its designee proposes
to purchase, acquire or otherwise accumulate claims against
(i) Mesa Air Group, Inc., in the aggregate principal amount of
$24,388,633 and (ii) Mesa Airlines, Inc., in the aggregate
principal amount of $24,388,633.  If the proposed transfers are
permitted to occur, Brigade will beneficially own claims against
Mesa Air Group and Mesa Airlines, each in the aggregate principal
amount of $24,388,633 after the transfers.

         Kitty Hawk Files Notices of Intent to Acquire,
           Purchase, or Otherwise Accumulate a Claim

Kitty Hawk Master Fund Ltd., Kitty Hawk Master Fund II Ltd., and
Kitty Hawk Onshore Fund LP currently beneficially own claims
against the Debtors in the aggregate principal amount of $0.

In separate Notices to Acquire, Kitty Hawk or its designee
proposes to purchase, acquire or otherwise accumulate claims
against (i) Mesa Airlines, Inc., in the aggregate principal amount
of $10,044,017 and (ii) Mesa Air Group, Inc., in the aggregate
principal amount of $10,044,017.

In separate Notices to Acquire, Kitty Hawk II or its designee
proposes to purchase, acquire or otherwise accumulate claims
against (i) Mesa Airlines, Inc., in the aggregate principal amount
of $21,758,939 and (ii) Mesa Air Group, Inc., in the aggregate
principal amount of $21,758,939.

In separate Notices to Acquire, Kitty Hawk Onshore or its
designee proposes to purchase, acquire or otherwise accumulate
claims against (i) Mesa Airlines, Inc. in the aggregate principal
amount of $1,308,409 and (ii) Mesa Air Group, Inc., in the
aggregate principal amount of $1,308,409.

If the proposed transfers are permitted to occur, (i) Kitty Hawk
will own claims against Mesa Airlines and Mesa Air Group, each in
the aggregate principal amount of $10,044,017 after the
transfers; (ii) Kitty Hawk II will own claims against Mesa
Airlines and Mesa Air Group, each in the aggregate principal
amount of $21,758,939 after the transfers; and (iii) Kitty Hawk
Onshore will own claims against Mesa Airlines and Mesa Air Group,
each in the aggregate principal amount of $1,308,409 after the
transfers.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


METROPOLITAN 885: Argentina's IRSA Hikes Stake in Lipstick Bldg.
----------------------------------------------------------------
IRSA Inversiones y Representaciones SA, an Argentine real estate
investment company, increased its stake in New York's Lipstick
Building to 49% in a debt restructuring of the property, David M.
Levitt at Bloomberg News reported, citing a regulatory filing.

According to the Bloomberg report, the deal is part of the
prepackaged Chapter 11 bankruptcy petition filed in November by
Metropolitan 885 Third Avenue Leasehold, LLC, owners of the
34-story Midtown office building where Bernard Madoff ran the
biggest Ponzi scheme in U.S. history.  The plan, approved by a
judge last month, reduced the $210 million mortgage to
$115 million.

"It was a total reallocation of the debt and the capital
structure" of the building at 885 Third Ave., said Marc Richards,
Esq., a New York-based attorney with Blank Rome LLP, which
represented Metropolitan 885.

According to Bloomberg, IRSA now holds a 49% indirect interest in
a new company that controls the Lipstick Building.  The Buenos
Aires-based developer bought a 35% stake in the building in 2008
from Tao Tsuot Ltd., an Israeli investment company.

An IRSA spokesman in Buenos Aires confirmed the deal, the
Bloomberg report said.

                      About Metropolitan 885

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on Lipstick Building on Third Avenue,
a 34-storey Class A office building located on the eastside of
Third Avenue between 53rd and 54th Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  The Garden City Group, Inc., is the
Debtor's claims agent.


MILLER ESTATE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Miller Estate, LLC
        P.O. Box 4
        Lowell, NC 28098

Bankruptcy Case No.: 10-33802

Chapter 11 Petition Date: December 28, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.com

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-33802.pdf

The petition was signed by James William Isbill, Jr., manager.


MOHEGAN TRIBAL: Net Income Down to $7.45MM in FY 2010
-----------------------------------------------------
Mohegan Tribal Gaming Authority filed, on December 29, 2010, its
annual report on Form 10-K with the Securities and Exchange
Commission for the fiscal year ended September 30, 2010.  The
Authority reported net income of $7.45 million on $1.42 billion of
net revenue for the fiscal year 2010 as compared to net income of
$117.35 million on $1.45 billion of net revenue during the same
period a year ago.

The Authority's balance sheet at September 30, 2010, showed $2.20
billion in total assets, $2.07 billion in total liabilities and
$132,044,000 in total capital.

The Authority noted that its Bank Credit Facility matures on March
9, 2012 and its 2002 Senior Subordinated Notes mature on April 1,
2012.  In addition, a substantial portion of the Authority's
remaining indebtedness matures over the following three fiscal
years.  The Authority believes that it will need to refinance all
or part of its indebtedness at or prior to each maturity thereof
in order to maintain sufficient resources for its operations.  The
Authority has engaged Blackstone Advisory Partners, L.P. to assist
in its strategic planning relating to its debt maturities.

The Authority's minimum fixed charge coverage ratio is currently
below 2.0 to 1.0.  While this minimum fixed charge coverage ratio
remains below 2.0 to 1.0, the Authority will be unable to
refinance its existing subordinated indebtedness with senior
indebtedness without applicable waivers or consents from its
noteholders, thus limiting the options available to the Authority
to refinance its existing indebtedness.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?71af

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
September 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MONEY TREE: Files Post-Effective Amendment to $35MM Offering
------------------------------------------------------------
The Money Tree Inc. filed with the Securities and Exchange
Commission on December 30, 2010, an post-effective amendment to
its Form S-1 regarding its offering of up to $35,000,000 in
aggregate principal amount of its Subordinated Demand Notes.  A
minimum initial investment of $100 is required.

The Company will issue the Demand Notes in denominations of at
least $1, subject to the initial minimum investment requirement of
$100.  The Demand Notes shall have no stated maturity and shall be
payable or redeemable, in whole or in part, at any time at the
holders' option, subject to the subordination provisions.  The
Demand Notes shall bear interest at a variable rate, which will
vary depending upon the daily average balance held.

When the Company sets interest rates for each range of balances,
such rates become effective for and applied to all Demand Notes
with a daily average balance within that range, whether existing
or newly issued.  These interest rates may be the same or
different for each range of balances and we may increase or
decrease the rate for any range independently of the other ranges
without advance notice to you after the date of purchase.  The
Company will only pay interest on a Demand Note when a demand for
payment of principal of the Demand Note is made.

The Company is offering the Demand Notes through its designated
selling officer, Jennifer Ard, without an underwriter and on a
continuous basis.  The Company does not have to sell any minimum
amount of Demand Notes to accept and use the proceeds of this
offering.  The Company cannot assure that all or any portion of
the Demand Notes it is offering will be sold.  The Company has not
made any arrangement to place any of the proceeds from this
offering in an escrow, trust or similar account.  The Company has
the right to reject any subscription, in whole or in part, for any
reason.

The Company may at its option redeem at any time the Demand Notes
(1) upon at least 30 days' written notice, or (2) if the principal
balance falls below $100, for a redemption price equal to the
principal amount plus any unpaid interest thereon to the date of
redemption.  Demand Notes shall be payable or redeemable, in whole
or in part, subject to subordination.  All payments or redemptions
must be made either in person or by mail at our executive offices
in Bainbridge, Georgia.

The Demand Notes are not certificates of deposit or similar
obligations guaranteed by any depository institution, and they are
not insured by the Federal Deposit Insurance Corporation (FDIC) or
any governmental or private insurance fund, or any other entity.
The Company does not contribute funds to a separate account such
as a sinking fund to use to repay the Demand Notes.

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

              http://ResearchArchives.com/t/s?71b7

                       About The Money Tree

Based in Bainbridge, Ga., The Money Tree, Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.

Carr, Riggs & Ingram, LLC, in Tallahassee, Fla., expressed
substantial doubt about The Money Tree's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and negative cash
flows from operating activities and has a net shareholders'
deficit.

The Company reported a net loss of $12.1 million on $10.86 million
of net revenues for fiscal 2010, compared with a net loss of
$12.94 million on $14.92 million of net revenues for fiscal 2009.

The Company's balance sheet at September 25, 2010, showed
$43.22 million in total assets, $89.13 million in total
liabilities, and a stockholders' deficit of $45.91 million.


MONEY TREE: Files Post-Effective Amendment to $75MM Offering
------------------------------------------------------------
The Money Tree Inc. filed a post-effective fourth amended Form S-1
with the Securities and Exchange Commission on December 30, 2010,
in connection with its offering up to $75,000,000 in aggregate
principal amount of our Series B Variable Rate Subordinated
Debentures on a continuous basis.  A minimum initial investment of
$500 is required.

The Company will issue the Debentures in varying purchase amounts
that it will establish each month.  Although all Debentures will
have a maturity date of four years from the date of issuance, for
each purchase amount, the Company will establish an interest rate
and an interest adjustment period that may range from one year to
four years.  The established features will be available for each
calendar month and will apply to all Debentures that we sell
during that month.  At the end of each interest adjustment period,
the interest rate will automatically adjust to the then-current
rate for that interest adjustment period.  The interest rate for
the new period could be lower than the interest rate for the
previous period.

The Company will publish the established features in a newspaper
of general circulation, and holders may obtain the established
features from our web site at www.themoneytreeinc.com or by
calling the Company's executive offices in Bainbridge, Georgia at
(877) 468-7878 (toll free) or (229) 248-0990.  The Company will
file a Rule 424(b)(2) prospectus supplement setting forth the
established features with the Securities and Exchange Commission
upon any change in the established features.

The Company is offering the Debentures through its designated
selling officer, Dellhia "Cissie" Franklin, without an underwriter
and on a continuous basis.  The Company does not have to sell any
minimum amount of Debentures to accept and use the proceeds of
this offering.  The Company cannot assure that all or any portion
of the Debentures it is offering will be sold.  The Company has
not made any arrangement to place any of the proceeds from this
offering in an escrow, trust or similar account.  The Debentures
are not listed on any securities exchange, and there is no public
trading market for the Debentures.  Because it is very unlikely
that any trading market will develop, the Company cannot assure
that holders will be able to resell the Debentures at any price.
The Company has the right to reject any subscription, in whole or
in part, for any reason.

The Company may redeem the Debentures, upon at least 30 days'
written notice, at any time prior to maturity for a redemption
price equal to the principal amount plus any unpaid interest
thereon to the date of redemption.

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

                 http://ResearchArchives.com/t/s?71b8

                       About The Money Tree

Based in Bainbridge, Ga., The Money Tree, Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.

Carr, Riggs & Ingram, LLC, in Tallahassee, Fla., expressed
substantial doubt about The Money Tree's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and negative cash
flows from operating activities and has a net shareholders'
deficit.

The Company reported a net loss of $12.1 million on $10.86 million
of net revenues for fiscal 2010, compared with a net loss of
$12.94 million on $14.92 million of net revenues for fiscal 2009.

The Company's balance sheet at September 25, 2010, showed
$43.22 million in total assets, $89.13 million in total
liabilities, and a stockholders' deficit of $45.91 million.


MYSPACE INC: Said to Cut Up to Half of Staff
--------------------------------------------
The Wall Street Journal's Jessica E. Vascellaro and Russell Adams
report that News Corp.'s Myspace is preparing to disclose a
dramatic downsizing of its business, according to people familiar
with the matter.

According to the Journal, one person familiar with the matter said
Myspace could lay off between a third and a half of its roughly
1,100 employees.  Another person said the moves could be announced
as soon as this month.

The Journal relates the restructuring is the latest step in
Myspace's intensifying turnaround effort.  The social network
reduced its staff by nearly 30% last summer, laying-off hundreds
of employees.  But the cuts weren't sufficient to contain costs, a
person familiar with the matter said, who added the new cuts would
be across the board.  The Journal relates another person familiar
with the matter said that, depending on the results of the
restructuring, News Corp. may look for buyers for Myspace but
there are no current talks over a sale.

The Journal says a spokeswoman for Myspace declined to comment.

The Journal relates that Myspace redesigned its site in October to
emphasize its media assets and later struck a new ad deal with
Google Inc.  The Journal says according to people familiar with
the situation, that deal, under which Google will sell search and
graphical ads on the site, generates far less revenue for the site
than an earlier deal, under which it received upfront payments.
As part of that overhaul, Myspace is refashioning the site as a
hub for music, games and entertainment.

The Journal further notes that on a conference call with analysts
in November, News Corp. Chief Operating Officer Chase Carey said
the Myspace losses "are not acceptable or sustainable. Our current
management did not create these losses, but they know we have to
address them."

Myspace is a social networking Web site headquartered in Beverly
Hills, California.


NETWORK COMMUNICATIONS: 99.9% of 2013 Notes Support Exchange Bid
----------------------------------------------------------------
Network Communications, Inc., along with its subsidiaries and
affiliates, said Tuesday that as of the expiration date of its
previously announced exchange offer and consent solicitation,
which was 11:59 p.m., New York City time, on January 3, 2011, the
Company has received tenders and written consents with respect to
$174.8 million aggregate principal amount of Senior Notes,
representing 99.9% of the outstanding 10-3/4% Senior Notes due
2013 (CUSIP No. 64125B AC5).  Assuming all conditions are
satisfied or waived by the Company, the Company currently intends
to consummate the Offer promptly following the expiration date of
the Offer.

The Company also said that as contemplated by the supplemented
Offering Memorandum and Disclosure Statement relating to the
Offer, the Company and the trustee under the indenture governing
the Senior Notes executed on January 4, 2011, a supplemental
indenture implementing the proposed amendments to the indenture
governing the Senior Notes.  As a result of the execution of the
supplemental indenture, tendered Senior Notes and delivered
consents may not be withdrawn or revoked.

As reported by the Troubled Company Reporter on November 19, 2010,
Network warned that if the Exchange Offer is unsuccessful, as a
result of a failure to satisfy the Minimum Tender Condition or
otherwise, the Company will seek to implement the Restructuring by
commencing cases under chapter 11 of the U.S. Bankruptcy Code and
seeking confirmation of a prepackaged plan of reorganization.  In
connection with the Exchange Offer, the Company simultaneously
solicited acceptances of the Prepackaged Plan as an alternative to
the Exchange Offer.

An aggregate principal amount of $175 million of Senior Notes are
subject for exchange.  Noteholders are being asked to exchange
their existing Senior Notes in return for their pro rata share of
New Common Stock of NCI and their pro rata share of new senior
subordinated pay-in-kind notes in an aggregate principal amount of
up to $45 million.

The closing of the Exchange Offer is conditioned upon,
among other things, (a) 100% of the aggregate principal amount of
Senior Notes being validly tendered and not withdrawn and (b) 100%
of the lenders under the Company's senior bank credit facilities
executing an amended and restated credit agreement.

Network Communications has elected not to make the June 1, 2010
interest payment of roughly $9.4 million on its 10-3/4% Senior
Notes.  As reported by the TCR on September 7, 2010, Network
Communications cited the continued challenges in the markets that
it serves, the lack of a rebound in revenue and the inability to
secure a new revolving loan facility to replace the current
commitment that was slated to expired in November 2010.

The Company's senior secured lenders have accelerated all amounts
outstanding under the Company's revolving and term loan credit
agreements, which in turn triggered an event of default under the
Senior Notes indenture and the senior subordinated credit
agreement.

According to the September TCR report, the Company's total debt
outstanding, excluding unamortized discounts, is roughly $296.0
million.  The TCR said the Company and its parent, Gallarus Media
Holdings, Inc., obtained an agreement from its secured lenders
dated June 1, 2010, permitting it to have continued access to and
use of its cash as it works with its stakeholders to restructure
its balance sheet.  The Agreement, as amended, was to expire
August 31, 2010.

As reported by the TCR on December 28, 2010, Standard & Poor's
Ratings Services withdrew its 'D' ratings on Network
Communications.  S&P also withdrew its recovery ratings on the
company's debt issues.  The ratings were withdrawn because the
company has not provided S&P with timely financial statements.

Any questions or requests for additional copies of the Offering
Memorandum or related documents may be directed to the information
agent, Kurtzman Carson Consultants, LLC at (917) 281-4800.

                  About Network Communications

Lawrenceville, Ga.-based Network Communications, Inc., is a
leading local media company providing lead generation, advertising
and internet marketing services to the housing industry.  The
Company's leading brands are Apartment Finder, The Real Estate
Book, DigitalSherpa, Unique Homes, New England Home and Atlanta
Homes & Lifestyles.

The Company's balance sheet at December 6, 2009, showed
$362.4 million in total assets, $330.3 million in total
liabilities, and stockholders' equity of $32.1 million.


NXT NUTRITIONALS: Registers 29.1MM Shares of Common Stock
---------------------------------------------------------
In a Form S-1 filing with the Securities and Exchange Commission
on December 30, 2010, NXT Nutritionals Holdings, Inc., is
registering 29,188,876 shares of its common stock, $0.001 par
value, that may be resold upon the issuance of the shares.

The shares include (i) 22,670,972 shares of common stock issuable
upon conversion of the principal amount of the Notes and (ii)
6,517,904 shares of common stock issuable upon exercise of the
Series C Warrants, which were issued in the private placement
closed on February 26, 2010.

The Company is not selling any shares of its common stock in the
offering and, as a result, it will not receive any proceeds from
the sale of the common stock covered by this prospectus.  All of
the net proceeds from the sale of the Company's common stock will
go to the selling security holders.  The Company may, however,
receive proceeds in the event that some or all of the Warrants
held by the selling security holders are exercised for cash.

The selling security holders may sell common stock from time to
time at prices established on the OTCBB or as negotiated in
private transactions, or as otherwise described under the heading
"Plan of Distribution."  The common stock may be sold directly or
through agents or broker-dealers acting as agents on behalf of the
selling security holders.  The selling security holders may engage
brokers, dealers or agents who may receive commissions or
discounts from the selling security holders.  The Company will pay
all the expenses incident to the registration of the shares;
however, the Company will not pay for sales commissions or other
expenses applicable to the sale of the Company's common stock
registered hereunder.

The Company's common stock is quoted on the OTCBB under the symbol
"NXTH.OB."  On December 28, 2010, the closing bid price of the
Company's common stock was $0.23 per share.  These prices will
fluctuate based on the demand for the Company's common stock.

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

              http://ResearchArchives.com/t/s?71b2

                      About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.13 million in total assets, $12.40 million in total
liabilities, and a stockholders' deficit of $9.26 million.

Berman & Company, P.A., in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has a net loss of $24.0 million and net cash used in
operations of $2.1 million for 2009; and has a working capital
deficit of $1.5 million, and a stockholders' deficit of
$3.3 million at December 31, 2009.


OAKWOOD HOMES: Liquidation Trust Prepares to Wind Up
----------------------------------------------------
The OHC Liquidation Trust, as successor-in-interest to Oakwood
Homes Corporation and its debtor-affiliates, will ask the United
States Bankruptcy Court for the District of Delaware to approve
(i) a final accounting of the OHC Liquidation Trust, (ii) the
discharge of the Liquidation Trustee, (iii) permission to destroy
the Trust's books and records following a final distribution to
Trust Beneficiaries, and (iv) termination of the OHC Liquidation
Trust, at a hearing at 9:30 a.m. on Jan. 24, 2011.  Objections, if
any, must be filed and served by Jan. 17, 2011, on counsel for the
Trust:

         Derek C. Abbott, Esq.
         Curtis S. Miller, Esq.
         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         1201 N. Market St.
         P.O. Box 1347
         Wilmington, DE 19899-1347
         E-mail: cmiller@mnat.com

              - and -

         Robert J. Stark, Esq.
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036

Manufactured homebuilder Oakwood Homes Corporation and its
subsidiaries sought chapter 11 protection on Nov. 15, 2002 (Bankr.
D. Del. Case No. 02-13396).  When the Debtors filed for protection
from their creditors, they listed $842,085,000 in total assets and
$705,441,000 in total debts.  The Court confirmed the Debtors'
Joint Consolidated Plan of Reorganization on March 31, 2004, and
the Plan took effect on April 15, 2004.  Pursuant to the confirmed
Plan, all of the Debtors' assets and businesses were sold to
Clayton Homes, Inc.


PALMAS DEL MAR: Sanchez et al. Claims Allowed as Gen. Unsecured
---------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte grants the objection filed by
Palmas del Mar Country Club, Inc., to the priority status of
Proofs of Claim filed by Mr. Jose Sanchez, Mr. Luis Marin, Mr.
Miguel Nazario Franco, Mr. Blair C. Fensterstock and Ms. Janitzia
Schurch.  The claims are allowed as general unsecured claims for
the amounts filed.

The Claimants allege that the membership deposits they paid the
Debtor have priority status pursuant to 11 U.S.C. Sec. 507(a)(7).
The Debtor alleges that they are general unsecured claims.  In
addition, the Debtor claims that the Claimants have failed to
overcome the strong presumption against treating general unsecured
claims as priority claims and that the members got what they paid
for the moment it was paid, that is, membership in the club,
therefore they do not qualify as the types of parties, nor have
the types of claims that Congress intended to protect with Section
507(a)(7).  The Claimants filed oppositions to the objection.

A copy of the Court's December 29, 2010 Opinion and Order is
available at http://is.gd/k53mQfrom Leagle.com.

                        About Palmas del Mar

Palmas Del Mar Country Club, Inc., operated golf, tennis and beach
club facilities and amenities at Palmas del Mar, in Humacao,
Puerto Rico.  Palmas filed for Chapter 11 bankruptcy protection on
August 4, 2010 (Bankr. D. P.R. Case No. 10-07072).  Palmas filed
for Chapter 11 bankruptcy protection in August 2010 in a bid to
expedite the reopening of the shuttered facilities in Humacao.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  The Debtor disclosed
US$23,973,011 in assets and US$58,546,398 in liabilities as of the
Petition Date.


PLATINUM STUDIOS: Files Form S-1 for 41MM Shares with Dutchess
--------------------------------------------------------------
Platinum Studios, Inc. filed with the Securities and Exchange
Commission, on December 30, 2010, an amended Form S-1 regarding
the offer and resale of up to 41,000,000 shares of its common
stock, par value $0.0001 per share, by the selling stockholder,
Dutchess Opportunity Fund II, LP, or "Dutchess".  Of such shares,
(i) Dutchess has agreed to purchase 41,000,000 pursuant to the
investment agreement dated May 20, 2010, between Dutchess and the
Company, and (ii) No shares were issued to Dutchess in
consideration for the investment.

Subject to the terms and conditions of such investment agreement,
the Company has the right to put up to $5,000,000 million in
shares of its common stock to Dutchess.  This arrangement is
sometimes referred to as an "Equity Line."

The Company will not receive any proceeds from the resale of these
shares of common stock offered by Dutchess.  The Company will,
however, receive proceeds from the sale of shares to Dutchess
pursuant to the Equity Line.  When the Company puts an amount of
shares to Dutchess, the per share purchase price that Dutchess
will pay to it in respect of such put will be determined in
accordance with a formula set forth in the Investment Agreement.
Generally, in respect of each put, Dutchess will pay us a per
share purchase price equal to 95% of the daily volume weighted
average price of our common stock during the five consecutive
trading day period beginning on the trading day immediately
following the date of delivery of the applicable put notice.

Dutchess may sell the shares of common stock from time to time at
the prevailing market price on the Over-the Counter (OTC) Bulletin
Board, or on an exchange if our shares of common stock become
listed for trading on such an exchange, or in negotiated
transactions.  Dutchess is an "underwriter" within the meaning of
the Securities Act of 1933, as amended in connection with the
resale of our common stock under the Equity Line.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PDOS".  The last reported sale price of the
Company's common stock on the OTC Bulletin Board on December 23,
2010 was $0.07 per share.

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

              http://ResearchArchives.com/t/s?71b3

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company's balance sheet as of September 30, 2010, showed
$15.90 million in total assets, $24.48 million in total
liabilities, and a stockholders' deficit of $8.58 million.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
expressed substantial doubt about Platinum Studios, Inc.'s ability
to continue as a going concern, following the Company's 2009
results.  The independent auditors noted that the Company has
suffered recurring losses from operations which have resulted in
an accumulated deficit.


PUEBLO XTRA: 3rd Cir. Affirms Ruling in Employee Bias Suit
----------------------------------------------------------
The United States Court of Appeals for the Third Circuit affirmed
a ruling by the U.S. District Court for the Virgin Islands
granting summary judgment in favor of Xtra Super Foods Centers,
Inc., in an employment discrimination commenced by Wilbert
Francis.

The appellate case is Wilbert Francis, v. Pueblo Xtra
International, Inc.; Xtra Super Foods Centers, Inc., No.
07-1885 (3rd. Cir.).

Chief Judge Theodore McKee and Circuit Judges Julio M. Fuentes and
D. Brooks Smith issued the decision.  A copy of the Third
Circuit's Opinion, written by Judge Smith, dated December 29,
2010, is available at http://is.gd/k4yBKfrom Leagle.com.

Xtra Super Foods Centers, Inc., was a subsidiary of Pueblo Xtra
International, Inc.  Pueblo operated grocery stores in Florida,
Puerto Rico, and the Virgin Islands.  Mr. Francis sued both Pueblo
and Xtra Super Foods.  Thereafter, Pueblo filed a petition for
Chapter 11 Bankruptcy on October 28, 2002.  The District Court for
the Virgin Islands severed Pueblo from the Francis action.  After
the District Court granted summary judgment in favor of Xtra Super
Foods, Mr. Francis filed a notice of appeal specifically
identifying Xtra Super Foods as the Appellee.  Nonetheless, the
grocery store was known as Pueblo.


QUEPASA CORP: Files Prospectus for 1.9MM Shares
-----------------------------------------------
Quepasa Corporation filed a prospectus on Form S-1 relating to the
sale of up to 1,753,329 shares of its common stock and 165,000
shares of common stock issuable upon exercise of warrants at $4.50
per share which may be offered by the shareholders.  The Company
will not receive any proceeds from the sales of shares of its
common stock by the selling shareholders.  The Company will,
however, receive proceeds in connection with the exercise of the
warrants.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "QPSA".  As of the last trading day before
the date of this prospectus, the closing price of the Company's
common stock was $10.40 per share.

No underwriter or other person has been engaged to facilitate the
sale of shares of the Company's common stock in this offering.
The selling shareholders may be deemed underwriters of the shares
of the Company's common stock that they are offering within the
meaning of the Securities Act of 1933.  The Company will bear all
costs, expenses and fees in connection with the registration of
these shares.

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

              http://ResearchArchives.com/t/s?71ae

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


RHI ENTERTAINMENT: Confirmation Hearing Set for Feb. 17
-------------------------------------------------------
The Honorable Stuart M. Bernstein has scheduled a hearing for
2:00 p.m. on Feb. 17, 2011, to consider the adequacy of the
Disclosure Statement prepared by RHI Entertainment, Inc., and its
debtor-affiliates in support of their prepackaged chapter 11 plan
of reorganization dated Nov. 1, 2010 (including amendments dated
Nov. 19 and 29, 2010), as may be further amended.  Objections, if
any, must be received by core parties-in-interest by 4:00 p.m. on
Feb. 7, 2011.

Copies of the debtors' plan and disclosure statement are available
at http://www.loganandco.com/at no charge.

As reported in the Troubled Company Reporter on Dec. 16, 2010, RHI
Entertainment Inc., won approval to put its prepackaged Chapter 11
case on a fast track and hold a combined disclosure statement and
restructuring plan confirmation hearing as early as Feb. 17, 2011.
The Prepackaged Plan provides that, on its Effective Date, (a) the
First Lien Lenders will receive (i) $300 million of New Term Loan
Obligations and (ii) roughly 99% of the New Common Stock (subject
to dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

                   About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serve as the Debtors' bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts in its chapter 11 petition.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No. 10-
16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No. 10-
16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y. Case
No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.

Logan & Company, Inc., serves as the Debtors' claims and noticing
agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.


ROCKLIN FAMILY: Filed for Chapter 11 to Stop Auction
----------------------------------------------------
Jon Brines at Placer Herald reports that Strikes Family
Entertainment LLC must convince the bankruptcy judge at a hearing
on Jan. 14 that it has a realistic plan to pay creditors,
including T.L. Meadows, LLC and EDF Resource Capital, Inc. of
Sacramento.
Strikes Family features 50 bowling lanes, an arcade, birthday
rooms and a conference room located on Lonetree Boulevard off of
Sunset Boulevard in Rocklin, California.

According to Sacramento Bee, Strikes' owners filed for Chapter 11
bankruptcy protection, blocking the auction and giving them what
they hope is breathing room to get the 4-year-old alley, arcade
and eatery back in the black.

Prepetition, the secured creditors ordered an auction for Strikes
Family's assets.  West Auction advertised in its Web site the sale
of 50 lane bowling center, restaurant & bar, arcade, laser tag,
and rock wall in bulk as one lot.  However, West Auction later
said that the auction has been temporarily stayed by the filing of
the Chapter 11 petition.

Rocklin Family Entertainment, LLC, doing business as Strikes
Family Entertainment Center, filed for Chapter 11 protection on
Dec. 3, 2010 (Bankr. E.D. Calif. Case No. 10-51840).  W. Steven
Shumway, Esq., in Roseville, Calif., represents the Debtor.  The
Debtor estimated up to $50,000 in assets and $1,000,000 to
$10,000,000 in debts in its Chapter 11 petition. A copy of the
petition is available at:
http://bankrupt.com/misc/caeb10-51840.pdf


SECUREALERT INC: Reports $13.9 Million Net Loss in Fiscal 2010
--------------------------------------------------------------
SecureAlert, Inc. filed, on December 29, 2010, its annual report
on Form 10-K with the Securities and Exchange Commission for the
fiscal year ended September 30, 2010.  The Company had a net loss
for the fiscal year ended September 30, 2010, totaling
$13.9 million, compared with a net loss of $23 million for the
fiscal year ended September 30, 2010.

During the fiscal year ended September 30, 2010, the Company had
net revenues of $12.4 million compared with net revenues of
$12.6 million for the fiscal year ended September 30, 2009, a
decrease of 1%.

The Company's balance sheet at September 30, 2010, showed
$11.19 million in total assets, $8.06 million in total liabilities
and $3.13 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, noted that the
Company has incurred losses, negative cash flows from operating
activities and has an accumulated deficit.  These conditions raise
substantial doubt about its ability to continue as a going
concern, according to the auditors.

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

               http://ResearchArchives.com/t/s?71b0

                         About SecureAlert

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.


SEQUOIA PARTNERS: Files for Chapter 11 Bankruptcy in Oregon
-----------------------------------------------------------
Sequoia Partners, LLC, filed for Chapter 11 protection on Dec. 29,
2010 (Bankr. D. Ore. Case No. 10-67547), estimating assets of $50
million to $100 million, and debts of $10 million to $50 million.

Sequoia Partners, LLC owns and is developing the Paradise Ranch
Resort located in Grants Pass, Oregon. The project is scheduled to
include 100 rental rooms, 200 single-family homes, and an 18-hole
championship golf course designed by Jack Nicklaus.  Paradise
Ranch is also expected to include convention space and retail
shops.

Portland Business Journal notes that the Company owes $300,000 to
Nicklaus Design, a golf course design firm owned by the legendary
Jack Nicklaus.  Nicklaus Design is listed as a consultant in the
bankruptcy petition, according to the report.

Tara J Schleicher, Esq., at Farleigh Wada Witt, in Portland,
Oregon, represents the Debtor.

Sequoia Partners filed together with a petition a lawsuit against
its mortgage agent for its failure to provide funding necessary to
complete development projects at its Paradise Ranch Resort and
Planned Community and to pay it creditors.


SEQUOIA PARTNERS: Sues Rogue River & Paradise Ranch for Breach
--------------------------------------------------------------
Sequoia Partners LLC, together with its bankruptcy petition, filed
an adversary complaint against Rogue River Mortgage, LLC, and
Paradise Ranch Land Development, LLC.

netDockets reports that in the complaint Sequoia Partners said
that it purchased the location for the Paradise Ranch Resort in
November 2003 and retained Carling of America, Ltd. to act as
construction manager and general contractor for the development.

Sequoia received financing for the development projects from Rogue
River Mortgage in January 2004 and November 2006.  The Company
later received $4.6 million in additional financing from Home
Valley Bank in February 2008.  That debt has since been assigned
to South Valley Bank and Trust, the report says.

Between February and August of 2008, Rogue River also provided
additional financing, although amounts are not disclosed in the
adversary complaint.

Subsequently, the report relates, Rogue River, Sequoia and Carling
of America entered into an Operating Agreement for Construction
Loan and Security on September 2, 2008.  The report says that
Pursuant to that agreement, Rogue River committed to provide
Sequoia with up to $25 million in secured financing to complete
certain projects, including "resort structures, overnight villas,
sewer treatment facilities, golf course, roads and utilities
infrastructure, including remedial work in a public right-of-way
of Josephine County."  Sequoia was required to provide Josephine
County (where the project is located) with financial assurances to
guaranty completion of the development before it could begin
selling the single family homes, netDockets discloses.  As
security for the obligations, Sequoia provided Rogue River with a
blanket deed of trust, the report notes.

In the bankruptcy court complaint, Sequoia claims that "[d]espite
its obligation to do so, RRM failed and refused to loan Sequoia
funds necessary to complete the Specific Projects, failed to
deposit funds into trust accounts established under the Operating
Agreement to pay for enumerated construction items, and further
failed to provide funds sufficient to pay Carling for work
performed on the Project," according to netDockets.  The report
relates that these alleged failures caused Sequoia "extreme
economic distress" and placed the development of the Paradise
Ranch Resort "in peril."  Finally, Sequoia alleges that Rogue
River also "threatened Sequoia with foreclosure and used its
secured position to demand and ultimately obtain additional
security from Sequoia . . . in bad faith," the report notes.

Therefore, netDockets notes, Sequoia is asking the bankruptcy
court to provide a declaratory judgment against Rogue River
Mortgage and Paradise Ranch Land Development that, among other
things, a later Standstill Agreement between the parties "is void
and all transfers pursuant to its invalid" and determining that
all of Sequoia's remaining obligations under the Operating
Agreement and Standstill Agreement are "excused and discharged" as
a result of Rogue River's breaches of such agreements.

The report states that the complaint also seeks a court judgment
that:

   * Rogue River Mortgage "breached the Operating Agreement and
     Standstill Agreement by failing to loan funds and failing to
     deposit funds in the trust accounts to pay for construction
     and development of the Project."

   * Rogue River breached implied covenants of good faith and fair
     dealing with respect to the Operating Agreement and
     Standstill Agreement.

   * Sequoia "executed the Standstill Agreement as a result of the
     wrongful threats and interference, at a time when it was in
     extreme financial distress and had no reasonable
     alternatives."

   * Sequoia is entitled to damages from Rogue River Mortgage and
     Paradise Ranch Land Development for "(1) out-of-pocket
     losses; (2) the loss of benefit of the bargains measured by
     the difference between the value of the Project as developed
     and its present value; and (3) its consequential damage"
     based on the theory of promissory estoppel.

   * Sequoia's delivery of the blanket deed of trust in September
     2008 to Rogue River is avoidable as a fraudulent transfer
     under sections 544(a) and/or 544(b) of the Bankruptcy Code.

   * That the individual plaintiff tortiously interfered.

Sequoia Partners is represented in the bankruptcy case by the law
firm of Farleigh Wada Witt.

Sequoia Partners, LLC owns and is developing the Paradise Ranch
Resort located in Grants Pass, Oregon.  The project is scheduled
to include 100 rental rooms, 200 single-family homes, and an 18-
hole championship golf course designed by Jack Nicklaus. Paradise
Ranch is also expected to include convention space and retail
shops.


SEQUOIA PARTNERS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sequoia Partners, LLC
        7000 Monument Drive
        Grants Pass, OR 97526

Bankruptcy Case No.: 10-67547

Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Tara J. Schleicher, Esq.
                  FARLEIGH WADA WITT ATTORNEYS
                  121 SW Morrison Street, #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.com

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

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

The petition was signed by Daniel Charbonneau, member.

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
C. Hillebrand Ranch Corp.          Sale Agreement       $4,527,638
17 Murphy Road
Medford, OR 97504

Westfair Associates                Promissory Note        $500,000
P.O. Box 31548
Seattle, WA 98103

Nicklaus Design                    Consulting Fee         $300,000
11780 US Highway One, #400
Palm Beach, FL 33480

Kindred, Richard                   Promissory Note        $130,000

Troon Golf Management              Consulting Fee         $107,000

Hughes, Rote & Brouhard            Promissory Note         $98,162

Scott Rugh Excavation              Construction Services   $31,280

Trophy Golf Management             Consulting Fee/         $19,000
                                   Promissory Note

Bob Hart Consulting                Consulting Fees         $11,967

Michael L. Piels, CPA              Accounting Fees          $3,009

Max Hull's Surveying               Surveying Services       $2,600

Michael J. Bird                    Consulting Fee           $1,800

The Swearingen Group LLC           Consulting Fees          $1,800

Duane William Schultz              Legal Fees               $1,550

Frohnmyer Deatherage Jamieson      Consulting Fees          $1,382

D & D Porta Potti                  --                         $383

Liberty Northwest                  Insurance                  $367

Merrill Lynch                      Annual Fee                 $300

Siuslaw Finance Corp.              Insurance                  $294


SEXY HAIR: Asks for Court Okay to Assume Investment Agreement
-------------------------------------------------------------
Sexy Hair Concepts, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Central District of California to assume
an agreement that provides for an investment by a plan sponsor in
connection with the Debtor's concurrently filed plan of
reorganization.

To effectuate the Plan and reorganization, the Debtor and a plan
sponsor have executed an investment agreement.  The Investment
Agreement commits the Plan Sponsor to pursue a transaction.  The
Investment Agreement is made and entered into as of December 21,
2010, by and between Sexy Hair, Inc., a Delaware corporation and
the Debtor.  A copy of the agreement is available for free at:

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

The Investment Agreement contains provisions related to the
approval process, including a termination fee to be paid to the
Plan Sponsor in exchange for the Plan Sponsor's $78 million
financial commitment ($43 million of cash plus assumption of at
least $35 million of debt) to restructure the Debtor.  By assuming
the Investment Agreement, the Debtor is effectuating these
procedural provisions.

As consideration for the Reorganized Debtor's equity interests,
the Plan Sponsor is committing to provide $43 million cash, less
any indemnity escrow holdback amounts and plus or minus an
additional amount based upon the final working capital delivered
to the Plan Sponsor, and will restructure $35 million of the
Debtors' debt owed to the Senior Secured Lenders.  The financial
commitment allows the Debtor to pursue a restructuring of the
Debtor that will provide (i) the Senior Secured Lenders with cash
and new loans with a principal amount equal to the full allowed
amount of the lender claims, (ii) full payment to ordinary course
trade creditors, and (iii) a material cash dividend to other
unsecured creditors.

Pursuant to the Investment Agreement, the Transaction is
conditioned upon entry of the Investment Agreement assumption
court order, including approval of the termination fee, within 23
days following the Petition Date, and upon the entry of an order
approving the Disclosure Statement within 38 days following the
Petition Date.

If after entry of the Disclosure Statement court approval order,
it is reversed, vacated, amended, modified or stayed, the Plan
Sponsor may terminate the Investment Agreement.

The Investment Agreement includes a termination fee, equal to
$2.34 million, payable by the Debtor to the Plan Sponsor in the
event the Plan Sponsor is not in material breach of the Investment
Agreement and (A) the Debtor withdraws its motion to approve the
disclosure statement and voting procedures or files any motion
with the Bankruptcy Court that seeks (i) termination of the
Investment Agreement, (ii) withdrawal of the Disclosure Statement
and Voting Procedures Motion, or (iii) approval of, or
authorization to enter into, an alternative to the Transaction,
(B) in the event the Plan Sponsor terminates the plan support
agreement, entered into between the Plan Sponsor and the Senior
Secured Lenders, based, in whole or in part, on any breach thereof
by the Agent or any lender that is a party thereto, or (C) in the
event the Investment Agreement is terminated because the
Court denies entry of the Disclosure Statement court approval
order.

The Investment Agreement includes an exclusivity provision
requiring that the Debtor and its affiliates to not (i) solicit,
initiate, or encourage the submission of any proposal or offer
from any person or entity relating to, or enter into or consummate
any transaction relating to, the acquisition of any equity
interests in the Debtor, or any merger, recapitalization, share
exchange, sale of substantial assets (other than sales of
inventory in the ordinary course of business) or any similar
transaction or alternative to the Transaction, or (ii) participate
in any discussions or negotiations regarding, knowingly furnish
any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any person
to do or seek any of the foregoing, except to send out notices as
required under the Investment Agreement.

                          About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).  Scott
F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy
Hair's bankruptcy counsel.  According to its schedules, Sexy Hair
disclosed $78,000,000 in total assets and $91,141,147 in total
debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.


SEXY HAIR: Gets Nod to Assume Client Service Pact With Administaff
------------------------------------------------------------------
Sexy Hair Concepts, LLC, sought and obtained authorization from
the U.S. Bankruptcy Court for the Central District of California
to assume that certain Client Service Agreement between the Debtor
and Administaff Companies II, L.P.

A copy of the Administaff Agreement is available for free at:

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

On August 8, 2007, the Debtor and Administaff entered into that
certain Client Service Agreement, which, in general, provides that
personnel services, including the payment of wages and benefits to
the employees, will be provided by Administaff.

The Debtor requests that the Court consider the motion on an
emergency basis so that any relief granted may take effect as soon
as possible, thereby allowing the Debtor to continue to receive
the benefits of the Administaff Agreement, namely the seamless
continuation of employment for all of the Debtor's employees and
its current employee payroll and benefit system.  Because the
Administaff Agreement governs, among other things, the provision
of wages and benefits to the Debtor's employees, if the relief
requested herein is not granted promptly, the Debtor may begin to
lose the employees and positive morale necessary to continue
business operations and preserve the value of the Debtor's estate.

                          About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).  Scott
F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy
Hair's bankruptcy counsel.  According to its schedules, Sexy Hair
disclosed $78,000,000 in total assets and $91,141,147 in total
debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.


SHUBH HOTELS PITTSBURGH: Lender Challenges Bankruptcy Plan
----------------------------------------------------------
Dow Jones' Small Cap reports that a lender is challenging Shubh
Hotels Pittsburgh LLC's bankruptcy-exit plan and is proposing its
own sale-driven road map for the company's Chapter 11 case.

According to the report, Mortgage lender Carbon Capital II Real
Estate CDO 2005-1 LTD and loan administrator BlackRock Financial
Management Inc. introduced a Chapter 11 plan to rival the one the
company put forth last fall.  Dow Jones' relates that a judge is
set to consider the dueling proposals at a disclosure statement
hearing Jan. 31.

The plan from Carbon Capital and BlackRock calls for a sale of
Shubh's assets, with the lender itself kicking off bidding with a
credit bid of up to $52.6 million, the report notes.

Dow Jones' says that figure encompasses the outstanding balance
owed to the lender under both prebankruptcy and postbankruptcy
loans.  In addition, the report relates, the lender is offering
$2.1 million for construction completion and a $3.7 million cash
payment that would go toward paying off a class of secured claims,
which are pegged at $1.3 million, administrative expense claims
and priority claims.

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


SINHA HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sinha Hospitality, LLC
          dba Americas Best Value Inn
          fdba Best Western Inn of New Boston
        1628 Gladewater Drive
        Allen, TX 75013

Bankruptcy Case No.: 10-44477

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Sunny Sinha, president.


TELIPHONE CORP: Incurs $590,041 Net Loss in Fiscal 2010
-------------------------------------------------------
Teliphone Corp. filed, on December 29, 2010, its annual report on
Form 10-K with the Securities and Exchange Commission for the
fiscal year ended September 30, 2010.

The Company had a net loss of $590,041 for the year ended
September 30, 2010, as compared to net income of $102,351 for the
prior year.  Revenues were $4,663,201 for fiscal 2010, compared to
$2,710,680 during the previous year.

The Company's balance sheet at September 30, 2010, showed
$1,373,257 in total assets, $1,808,952 in total liabilities and a
shareholders' deficit of $435,695.

KBL, LLP, in New York, noted in its Dec. 28, 2010 independent
auditors' report that the Company has sustained operating losses
and significant working capital deficits in the past few years,
and has commenced profitable operations during this past year.
"The lack of profitable operations in the past and the need to
continue to raise funds raise significant doubt about the
Company's ability to continue as a going concern."

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

            http://researcharchives.com/t/s?71c6

Based in Miami Beach, Fla., Teliphone Corp. (OTC BB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform in Canada.  The Company was founded in 2004
and is based in Montreal, Canada.


TH PROPERTIES: Lender Wants Chapter 7 for 2 Entities
----------------------------------------------------
Patrick Lester at The Morning Call reports that lender Wilmington
Trust asked a federal bankruptcy court judge to convert the
Chapter 11 bankruptcy case of two TH Properties entities --
Northgate Development Co. and Wynstone Development Group -- to
Chapter 7 liquidation proceeding.  Wilmington attorneys are due in
U.S. Bankruptcy Court in Philadelphia on Jan. 20, 2010.

Mr. Lester, citing papers filed with the court, Wilmington Trust
claimed THP's bankruptcy attorneys have been paid a little more
than $309,000 of the $1.5 million they requested between January
and April.

Mr. Lester noted the company has not filed a reorganization plan,
has left many bills unpaid and faces "major obstacles" in staying
in business.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500,000,000, and debts between
$10 million and $50 million in its Chapter 11 petition.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


TIDEWATER MARINA: Bankr. Ct. Rules on Fittons' Claim
----------------------------------------------------
Bankruptcy Judge Robert G. Mayer granted, in part, Robert L. and
Lindalee B. Fitton's motion for summary judgment as to the
Fittons' claim for liquidated damages against Tidewater Marina
Holding, L.C.  The Summary Judgment Motion is denied as to the
Fittons' claim for breach of contract.

The Debtor had entered into a contract with Equity Homes, LLC, the
Fittons' predecessors, to sell to Equity Homes about 340-acres of
land including a marina.  The Debtor agreed to complete an
expansion of the marina before closing and Equity Homes agreed to
loan the Debtor $5,575,000 for the construction costs.  Both
parties now assert that the other breached the contract, the
Fittons asserting that the Debtor did not complete the marina
improvements before the expiration of the Army Corps of Engineers
permit and the Debtor that Equity Homes failed, among other
matters, to timely make an advanced payment.

A copy of Judge Mayer's January 3, 2011 Memorandum Opinion is
available at http://is.gd/k4ZCXfrom Leagle.com.

Based in Vienna, Virginia, Tidewater Marina Holding, L.C., filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 09-10480) on
January 22, 2009.  Tidewater Marina Management, L.C. (Bankr. E.D.
Va. Case No. 09-10481) also filed on the same day.  Stephen E.
Leach, Esq. -- sleach@ltblaw.com -- at Leach Travell Britt, PC, in
McLean, Virginia, served as the Debtor's counsel.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


TIDEWATER MARINA: Bankr. Ct. Rules on Yancey Summary Judgment Bid
-----------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer denied Raymond A. Yancey's motion
for summary judgment in the suit, Management, L.C., v. Champion
Title & Settlements, Inc., et. al., Adv. Pro. No. 10-1121 (Bankr.
E.D. Va.).  The adversary proceeding is a companion case to the
Debtor's objection to the proof of claim filed by Robert L. and
Lindalee B. Fitton.  Mr. Yancey is the assignee for benefit of
creditors of Equity Homes LLC.  He filed a proof of claim
asserting a right to a deposit being held by a third party under
the Real Estate Purchase Agreement between Equity Homes LLC and
the Debtor.  The Fittons are the holders of a secured note arising
from that transaction.

Mr. Yancey asserts that the deposit should be returned to him as
assignee because the Debtor breached the Real Estate Purchase
Agreement.  The Debtor denies that it breached the contract.  It
asserts that Equity Homes breached the contract and that it is
entitled to the deposit.

The Fittons assert that they, not the Debtor, are entitled to the
deposit if Equity Homes breached the contract because the deposit
is subject to their security interest.  If the Debtor is entitled
to the deposit, the Fittons should receive it because of their
lien.

The Debtor asserts that the deposit should be turned over to it
because Equity Homes breached the contract and is not entitled to
the deposit and because it has an offset against the Fittons' note
larger than the balance due on the note.

A copy of Judge Mayer's January 3, 2011 Memorandum Opinion is
available at http://is.gd/k52Okfrom Leagle.com.

Based in Vienna, Virginia, Tidewater Marina Holding, L.C., filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 09-10480) on
January 22, 2009.  Tidewater Marina Management, L.C. (Bankr. E.D.
Va. Case No. 09-10481) also filed on the same day.  Stephen E.
Leach, Esq. -- sleach@ltblaw.com -- at Leach Travell Britt, PC, in
McLean, Virginia, served as the Debtor's counsel.  In its
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.


TOUSA INC: Suit v. Palm Beach Newspapers Survives Dismissal Motion
------------------------------------------------------------------
Bankruptcy Judge John K. Olson denied defendant's request to
dismiss the action, TOUSA Homes, Inc., v. Palm Beach Newspapers,
Inc., Adv. Pro. No. 10-1153 (Bankr. S.D. Fla.),

The Defendant has moved pursuant to Fed. R. Bankr. P. 7012,
applying Fed. R. Civ. P. 12(b)(6), to dismiss the Plaintiff's
complaint seeking to recover alleged preferential transfers under
11 U.S.C. Sec. 547.  The Defendant argues that the Plaintiff's
complaint fails to satisfy the heightened pleading standards of
Bell Atlantic Corp. v. Twombley, 550 U.S. 544 (2007), and Ashcroft
v. Iqbal, 556 U.S. ___, 129 S.Ct. 1937 (2009) as interpreted by
Angell v. BER Care, Inc. (In re Careamerica, Inc.),409 B.R. 737
(Bankr. E.D.N.C. 2009).  Judge Olson said the Caremerica
interpretation of preference adversary pleading requirements has
only been adopted in this district in-part.  Judge Olson declined
to adopt the Caremerica interpretation in toto.

A copy of the Court's December 27, 2010 Order Denying Motion to
Dismiss is available at http://is.gd/k55tafrom Leagle.com.

                          About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The Official Committee of Unsecured Creditors filed a Chapter 11
plan and explanatory disclosure statement for Tousa on July 16,
2010.


TX BLACKHORSE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: TX Blackhorse L.L.P.
        8655 S. Priest Drive
        Tempe, AZ 85284

Bankruptcy Case No.: 10-80760

Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  LAW OFFICE OF THOMAS B. GREENE III
                  2311 Steel Street
                  Houston, TX 77098
                  Tel: (713) 882-2312
                  E-mail: tbgreeneiii@msn.com

Scheduled Assets: $19,100,280

Scheduled Debts: $13,262,621

The petition was signed by John Cork, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Brown & Gay Engineering            Engineering Services     $2,500
10777 Westheimer, Suite 400
Houston, TX 77042


TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service raised TRW Automotive, Inc.'s Corporate
Family and Probability of Default ratings to Ba2 from B1.  In a
related action Moody's also raised the ratings of the senior
secured revolving credit facilities to Baa2 from Ba1, and raised
the ratings for the guaranteed senior unsecured notes to Ba2 from
B2.  The Speculative Grade Liquidity Rating was affirmed at SGL-2.
The rating outlook is stable.

Ratings Raised:

* Corporate Family Rating, to Ba2 from B1;

* Probability of Default Rating, to Ba2 from B1;

* $1.256 billion combined senior secured domestic and global
  revolving credit facilities, to Baa2 (LGD1, 4%) from Ba1 (LGD1,
  7%);

* $500 million senior unsecured notes due 2014, to Ba2 (LGD4 56%)
  from B2 (LGD4, 60%);

* EUR275 million senior unsecured notes due 2014, to Ba2 (LGD4
  56%) from B2 (LGD4, 60%);

* $600 million senior unsecured notes due 2017, to Ba2 (LGD4 56%)
  from B2 (LGD4, 60%);

* $250 million senior unsecured notes due 2017, to Ba2 (LGD4 56%)
  from B2 (LGD4, 60%);

Ratings affirmed:

* Speculative Grade Liquidity Rating, at SGL-2

The $259 million of exchangeable notes are not rated by Moody's.

                         Rating Rationale

The upgrade of TRW's Corporate Family Rating to Ba2 acknowledges
the significant improvement in the company's operating performance
and credit metrics that has resulted from the cyclical recovery in
automotive demand and structural changes that the company has made
in its business.  TRW's EBIT margin of 7.6% (using Moody's
standard adjustments) for the LTM period ended 10/1/10 benefits
from the significant restructuring actions taken during the last
several years and is higher than the company achieved in 2007 when
overall auto production rates were considerably higher.  As the
result of an equity issuance, debt repayments, and debt
refinancing to extend maturities, TRW's balance sheet has also
been strengthened, and with Debt/EBITDA of 2.3x and EBIT/Interest
of 3.8x at 10/1/10 the company's metrics have improved to levels
supportive of a higher rating.

Automotive demand is expected to show further growth as the
economy strengthens, and TRW is well positioned to benefit from
higher rates of OEM auto production.  Yet, Moody's expect the pace
of further improvement in TRW's metrics to moderate as working
capital, CAPEX and other expenditures increase to support business
growth.  Nevertheless, Moody's would expect that overall credit
metrics will remain well supportive of the Ba2 rating, and that
with a strong liquidity profile TRW has flexibility to withstand
cyclical changes in industry demand which remain a hallmark of the
automotive supplier industry.

TRW's competitive strengths include a diversified portfolio of
automotive components and sub-systems that are critical to vehicle
performance and safety, ongoing technology investments that
support its product leadership, and a broad geographic reach that
facilitates a balanced exposure to automotive OEM's globally.
TRW's technology leadership is supported by company funded
research and development spending that approximates 6% of annual
revenue and is focused on vehicle performance and safety products.
Moody's expect this focus to support TRW's product pricing and
overall revenue growth even as the auto parts sector contends with
renewed annual price-down requirements from OEM's.  Regional
variances in automotive demand will pose some challenges for the
company, including the possibility of slower growth in Europe
(approximately 58% of TRW's 2009 sales) due to the impact on
consumer spending from European government austerity programs.
Yet, with a strong presence in North America and important growth
initiatives in developing markets such as China and Brazil, TRW's
business offers good offsetting growth opportunities.  Moreover,
based on 2009 sales, with no single vehicle platform accounting
for more than 4% of revenue, and no single OEM accounting for more
than 20% of revenue, the company's product and customer diversity
are also well established.

TRW's 7.6% EBIT margin for the LTM period ending 10/1/10, is
markedly stronger than the 4-5% margin range demonstrated by the
company between 2005 and 2007, and stems from actions taken by the
company during the recession to reduce excess capacity and labor
headcount.  Going forward Moody's expect some margin headwinds
from reinstatement of incentive compensation and other costs
associated with increased production rates.  Moreover, as economic
conditions improve, commodity costs for raw materials and energy
costs will likely increase, and TRW along with other automotive
parts suppliers will be challenged to pass on these costs to their
OEM customers.  Consequently, Moody's do not currently anticipate
any further improvement in the company's margins, even as higher
volumes contribute to greater overhead absorption.  Yet, with
favorable pricing opportunities and ongoing benefits from
restructuring actions, Moody's expect TRW to sustain margins above
its historic norms over the intermediate term.

The significant reduction in CAPEX and working capital
requirements during the recession benefitted free cash flow
generation, and facilitated some of the debt reduction achieved by
the company.  Working capital needs have already increased as
automotive demand increased during 2010, but are likely to
continue to represent a modest use of cash going forward,
particularly as the company's business expands in developing
markets.  Moreover, CAPEX which averaged around 50% of
depreciation during 2009 and 2010 should rebound to a more
traditional levels that approximate depreciation as the demands of
business growth require new fixed asset investments.  Moody's
expect that TRW will fund these investment requirements through
internally generated funds, and do not anticipate any increases in
funded debt.  While Moody's expects TRW to remain free cash flow
generative, the magnitude of free cash flow generation will
moderate from levels seen during the LTM period ended 10/1/10.

The stable rating outlook considers TRW's strong credit metrics
supported by a good liquidity profile.  Further improvement in
TRW's credit metrics may be challenged by increased costs and
investments required to meet stronger demand for global automotive
production in 2011.  Yet, overall metrics are expected to remain
strongly supportive of the Ba2 rating.

Consideration for a higher ratings or rating outlook would
include: maintaining EBIT margins in the high single digits while
further expanding the business at least in line with overall
industry growth; funding business investment needs from internal
sources while sustaining a good liquidity profile; and further
improving the capital structure.  Credit metrics which might be
associated with a higher rating include Debt/EBITDA moving below
2.0x, EBIT/Interest sustained above 4x, and FCF/Debt sustained
above 10%.

Future events that have the potential to lower TRW's outlook or
ratings include deteriorating industry conditions without
sufficient offsetting restructuring actions or savings by the
company, or if TRW is unable to maintain adequate liquidity levels
to operate through a prolonged industry downturn.  Lower ratings
could result from EBIT margins approaching the low single digits,
or EBIT/Interest coverage falling below 2.5x.

TRW's SGL-2 Speculative Grade liquidity rating anticipates that
the company will maintain a good liquidity profile over the near-
term supported by a $1.256 billion revolving credit facility and
$1.1 billion of cash and cash equivalents as of October 1, 2010.
Moody's anticipates that TRW will generate free cash flow more
than sufficient to cover increased levels of capital expenditures
to support new program growth.  As of October 1, 2010, the
revolving credit facility was unfunded with $39 million of issued
letters of credit.  Given TRW's strong cash balances, the
revolving credit facility will likely remain unfunded over the
next twelve months despite typical first quarter working capital
needs.  The financial covenant cushions over the near-term are
expected to allow full access to the revolver availability.  While
the current bank debt is secured by substantially all of the
company's domestic assets, the bank facility provides room for
additional junior debt.

The last rating action was on August 4, 2010 when TRW's Corporate
Family Rating was raised to B1.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2009 were approximately $11.6 billion.


UNIFI INC: Commences Cash Tender Offer for Senior Notes Due 2014
----------------------------------------------------------------
Unifi, Inc. is commencing a cash tender offer for any and all of
its outstanding 11 1/2% Senior Secured Notes due 2014 (CUSIP No.
904677AG6), upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement, dated
December 28, 2010, and in the related Letter of Transmittal and
Consent.

In connection with the tender offer, and on the terms and subject
to the conditions set forth in the Offer Documents, the Company is
soliciting consents of holders of the Notes to authorize the
elimination of most of the restrictive covenants and certain of
the events of default contained in the indenture governing the
Notes and the release of the security for the Notes.  The Company
intends to use the proceeds from a $140.0 million debt financing,
together with borrowings under the Company's existing secured
revolving credit facility or available cash, or a combination
thereof, to fund the tender.

The consent payment deadline is 5:00 p.m., New York City time, on
January 11, 2011 and the tender offer will expire at 12:00
midnight, New York City time, on January 26, 2011, in each case
unless earlier terminated by the Company.  Notes tendered may be
withdrawn at any time at or before the Consent Payment Deadline
but not thereafter.

The total consideration for each $1,000 principal amount of Notes
validly tendered at or before the Consent Payment Deadline and
purchased pursuant to the tender offer will be $1,060, which
includes a payment of $30 per $1,000 principal amount of Notes
payable only in respect of Notes tendered with consents at or
before the Consent Payment Deadline.  Holders validly tendering
Notes after the Consent Payment Deadline but at or before the
Expiration Time will be eligible to receive only the tender offer
consideration of $1,030 per $1,000 principal amount of Notes,
namely an amount equal to the total consideration less the consent
payment.

In addition, holders whose Notes are purchased in the tender offer
will receive accrued and unpaid interest in respect of their
purchased Notes from the last interest payment date to, but not
including, the applicable payment date for the Notes.  Tenders of
Notes will be accepted only in principal amounts of $2,000 or
integral multiples of $1,000 in excess thereof.

The Company has reserved the right, at any time following the
Consent Payment Deadline but prior to the Expiration Time, to
accept for purchase all Notes validly tendered and not validly
withdrawn on or before the Early Acceptance Date.  If the Company
elects to exercise this option, the Company will pay the total
consideration or tender offer consideration, as the case may be,
for the Notes accepted for purchase at the Early Acceptance Date
promptly following the acceptance of Notes for purchase.

Subject to the terms and conditions of the tender offer being
satisfied or waived, the Company will, after the Expiration Time,
accept for purchase all Notes validly tendered at or before the
Expiration Time.  The Company will pay the total consideration or
tender offer consideration, as the case may be, for Notes accepted
for purchase at the Final Acceptance Date promptly following the
acceptance of Notes for purchase on the Final Acceptance Date.

The Company's obligation to consummate the tender offer is subject
to the satisfaction or waiver of certain conditions, which are
more fully described in the Statement, including, among others, a
financing condition that the Company receive proceeds of at least
$140.0 million from a debt financing on terms satisfactory to the
Company.

The tender offer is not conditioned upon receipt of the requisite
consents to authorize the amendment of the indenture to eliminate
most of the restrictive covenants and certain events of default
or the release of the security for the Notes.  The Company
currently intends, but is not obligated, to redeem any Notes that
remain outstanding after the completion of the tender offer at a
redemption price of 105.75% of the principal amount thereof, plus
accrued and unpaid interest to, but not including, the redemption
date.

If the Company consummates the tender offer but purchases less
than $140.0 million in aggregate principal amount of Notes, it
currently also intends upon such consummation to satisfy and
discharge its obligations with respect to any Notes that were not
tendered or accepted for purchase in the tender offer.

The depositary and information agent for the tender offer and
consent solicitation is D.F. King & Co., Inc.  The exclusive
dealer manager for the tender offer and solicitation agent for the
consent solicitation is J.P. Morgan Securities LLC ((800) 245-8812
(toll-free) and (212) 270-1200 (collect)).

The Offer Documents will be distributed to holders of Notes
promptly.  Holders with questions or who would like additional
copies of the offer documents may call the information agent, D.F.
King & Co., Inc, toll-free at (800) 769-7666.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

The Company's balance sheet at Sept. 26, 2010, showed
$509.32 million in total assets, $65.61 million in total current
liabilities, $163.72 million in long-term debt and other
liabilities, $2.70 million in deferred income taxes, $255,000 in
commitment and contingencies, and stockholder's equity of
$277.03 million.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

In October 2010, Moody's Investors Service upgraded Unifi Inc.'s
Corporate Family Rating and Probability of Default ratings to B3
from Caa1.


UNITED SOILS: Mich. App. Ct. Remands Right of First Refusal Suit
----------------------------------------------------------------
The Court of Appeals of Michigan reversed and remanded for further
proceedings a trial court's order denying Independent Bank
Corporation, Independent Bank, and Independent Bank East
Michigan's motion for summary disposition in the lawsuit commenced
by Christopher J. Yatooma.

At issue case is whether Mr. Yatooma had a secured interest in a
right of first refusal.  On July 17, 2006, Ronald C. Omilian,
United Soils, Inc., Earth Products, Inc., Earth Supplies, Inc.,
and C.A.R.D. Properties, L.L.C., entered into a loan agreement
with Mr. Yatooma associated with his lending them $230,000.

On December 7, 2006, United Soils filed for Chapter 11 bankruptcy.
The Bank filed a motion for relief from the bankruptcy stay, which
was granted consistent with a stipulation.  On February 12, 2007,
the Bank and various Omilian entities, including United Soils,
entered into a Voluntary Surrender of Assets Agreement.  United
Soils (and other entities) surrendered their assets to the Bank.
The Bank ultimately sold the assets to AKO Enterprises-Waterford,
Inc.

Mr. Yatooma sued the Bank for conversion and tortious interference
with a contract.  In essence, Mr. Yatooma claimed that the Bank
failed to honor his secured interest in the right of first
refusal, which he claimed was a secured asset covered by the loan
agreement.

The appellate case is Christopher J. Yatooma, v. Russell E.
Barker, a/k/a Russell Barker, a/k/a Russ Barker, Metrosweep
Environmental Services, Inc., Metrosweep, Inc., Metro Sweep
Contracting Services, L.L.C., and CEO Capital Group, LLC; and
Independent Bank Corporation, Independent Bank, and Independent
Bank East Michigan, Case No. 294932 (Mich. App. Ct.).

A copy of the Court's Opinion, dated December 28, 2010, is
available at http://is.gd/k4InIfrom Leagle.com.  The decision was
issued by Judges Jane M. Beckering, Michael J. Talbot and Donald
S. Owens.

Based in Ray, Michigan, United Soils, Inc., sells farm supplies.
It filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
06-58171) on December 7, 2006.  Judge Steven W. Rhodes presided
over the case.  Michael I. Zousmer, Esq., at Nathan, Neuman,
Nathan & Zousmer, P.C., in Southfield, Michigan, served as
bankruptcy counsel.  In its petition, the Debtor estimated both
assets and debts from $1 million to $100 million.


UNIVERSAL AMERICAN: S&P Affirms 'BB+' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
counterparty credit rating on Universal American Corp.  The
outlook remains stable.  At the same time, S&P placed its 'BBB+'
counterparty credit and financial strength ratings on Universal
American's core insurance operating subsidiaries on CreditWatch
with negative implications.

"The affirmation of the rating on Universal American Corp.
reflects the anticipated paydown of the company's outstanding debt
upon the close of the transaction with CVS Caremark, which is
expected to occur by the end of second-quarter 2011," said
Standard & Poor's credit analyst Jon Reichert.

Under the agreement, CVS will acquire all of the outstanding stock
of Universal American and concurrently distribute to Universal
American shareholders 100% of the shares of a newly formed public
company, which will own all non-Part D operations of Universal
American.  S&P does not expect NewCo to have any debt.

"S&P placed its ratings on Universal American's core operating
subsidiaries on CreditWatch negative to reflect its view that the
group will have a more concentrated competitive position upon the
sale of the Part D business," said Mr. Reichert.  In 2009,
Universal American derived its earnings from Part D (56%) and
Medicare Advantage (44%).  Pennsylvania Life Insurance Co., the
entity containing Universal American's Part D business, will
become part of the CVS organization, and the non-Part D business
in Pennsylvania Life will be reinsured back to another insurance
operating company in the Universal American group.

Following the transaction, S&P expects Universal American will
still be able to generate a good operating performance, albeit a
more highly concentrated one.  Through the first nine months of
2010, excluding Part D results, the company generated a return on
revenue (ROR) of 3.9%, which includes a 5.7% ROR on its Medicare
Advantage business.

S&P expects that S&P will have discussions with the management
teams of CVS and Universal American over the next several weeks.
In resolving the negative CreditWatch listing for Pennsylvania
Life, S&P will focus on the level of capitalization CVS intends to
maintain at that entity.

"For the remaining Universal American operating subsidiaries, the
key areas of discussion will be the prospective strategic
direction for that group as well as the expected levels of
capitalization at those entities," said Mr. Reichert.  "Because
the group likely will have a narrower competitive position
following the transaction, S&P expects that S&P will lower its
ratings by one notch."


VITRO SAB: NY Judge Needs Clarification From Texas Judge
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Sean H. Lane said at a hearing
January 3 in Manhattan that it's unclear whether Vitro SAB can use
the U.S. Bankruptcy Court in New York to remove attachments won by
bondholders.

A pivotal hearing will be held in Bankruptcy Judge Russell Nelms'
court on Jan. 6 on the bondholders' motion to transfer the Chapter
15 case from New York to Fort Worth, Texas.  Judge Lane is hoping
that Judge Nelms will clarify whether he has the right at this
juncture in the Chapter 15 case to dissolve the attachments.

According to Mr. Rochelle, Judge Lane said it was unclear whether
Judge Nelms intended for him to have the right to dissolve
attachments that bondholders had won in New York state court tying
up Vitro's U.S. assets.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of
Ps. 23,991 million US($1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Several noteholders opposed the exchange, including Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  The dissident noteholders hold US$75 million, or
approximately 6% of the outstanding bond debt.  The noteholders
commenced involuntary bankruptcy cases under Chapter 11 of the
U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex.
Case No. 10-47470) and nine other affiliates on November 17, 2010.
Judge Russell Nelms presides over the involuntary Chapter 11 case.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent roughly $650 million of the Senior Notes
due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq., at White &
Case LLP.

On December 13, 2010, Vitro SAB commenced "concurso mercantile"
proceedings in a court in Monterrey, Mexico.  Vitro SAB filed a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon.  Vitro SAB believes
that -- as a result of the implementation of the Concurso Plan
through the Mexican Proceeding -- the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

On December 27, 2010, Vitro SAB said the Mexican Judge consented
to its insolvency application.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.  Judge Sean H.
Lane presides over the Chapter 15 case.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the S.D.N.Y. Court to enter an order recognizing
the Mexican Proceeding as "foreign main proceeding" pursuant to
11 U.S.C. Secs. 1515 and 1517.

An ad hoc group of Vitro Noteholders, who are holders or advisors
to holders of more than US$720 million in aggregate principal
amount of US$1.2 billion in Vitro SAB senior notes, has asked the
Texas Court to transfer and jointly administer the Chapter 15 case
with the Texas cases.

Vitro SAB has countered with a motion seeking to move the
involuntary bankruptcies against its U.S. subsidiaries to New
York, where the Chapter 15 case is pending.

Judge Nelms has modified the automatic stay that halted
proceedings in the Chapter 15 case, pending his ruling on a
request to transfer the Chapter 15 case to Texas.  At the hearing
December 20, Judge Nelms said he would hold a separate hearing on
Feb. 10 to decide if the U.S. Vitro subsidiaries should be thrown
into Chapter 11 involuntarily.


WHARFSIDE ASSOCIATES: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Wharfside Associates, LLC
                51 Broad Street
                Charleston, SC 29401

Bankruptcy Case No.: 10-09210

Involuntary Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Petitioners' Counsel: Robert E. Culver, Esq.
                      THE CULVER LAW FIRM
                      575 King Street
                      Charleston, SC 29403
                      Tel: (843) 853-9816

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Trident Construction Co.           Unsecured               $28,233
P.O. Box 60939                     Construction
North Charleston, SC 29419

LS3P Associates, Ltd               Unsecured                $5,786
205 1/2 King Street                Architecture
Charleston, SC 29401

Blue Ion, LLC                      Unsecured Web              $971
301 B. King Street                 Hosting
Charleston, SC 29401

Places, LLC                        Unsecured                  $567
400 Hibben Street                  Advertising
Mt. Pleasant, SC 29464


WILLIAM CARTER: Moody's Withdraws 'Ba2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings of The William
Carter Company (a wholly owned subsidiary of Carter's Inc.)

These ratings were withdrawn:

* Corporate Family Rating at Ba2
* Probability of Default Rating at Ba3
* Senior secured term loan at Ba2 (LGD 2, 28%)
* Senior secured revolving credit facility at Ba2 (LGD 2, 28%)

                        Ratings Rationale

Moody's withdrew the credit ratings because the company's rated
debt has been fully repaid.  The last rating action on Carter's
was on September 15, 2009, when the company's Corporate Family
Rating was upgraded to Ba2 from Ba3.


WIND RIVER: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: WIND RIVER VENTURES, INC., a New Mexico Corporation
          dba TR's Market
        P.O. Box 436
        Alto, NM 88312

Bankruptcy Case No.: 10-16423

Chapter 11 Petition Date: December 29, 2010

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb10-16423.pdf

The petition was signed by Robert D. Russell, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&S Ventures, LLC                     10-16332            12/23/10



* U.S. Car Sales Up 11% in December 2010
----------------------------------------
The Wall Street Journal's Sharon Terlep and Dow Jones Newswires'
John Kell report that U.S. auto sales rose 11% in December 2010.

According to Ms. Terlep and Mr. Kell:

     -- General Motors Co.'s sales rose 8.5% in December and 7.2%
        for the full year;

     -- Ford Motor Co.'s sales increased 6.8% in December and
        almost 20% for the full year;

     -- Chrysler Group LLC's sales increased 16.4% in December and
        16.5% for 2010;

     -- Hyundai Motor Co. said December sales climbed 33% to
        44,802.  For the full year, its sales totaled 538,228, up
        24%; and

     -- Toyota Motor Corp.'s sales fell 5.5% in December and were
        flat for the year.

The report notes Chrysler sold 1.1 million vehicles last year,
hitting the target set a year ago by Chief Executive Sergio
Marchionne.  The report also says it was the first year Hyundai's
U.S. sales exceeded 500,000 vehicles.

In a statement, GM said its dealers reported 223,932 total sales
in December, a 16% increase from a year ago for the company's four
brands.  The gain was driven by solid retail sales which were 27%
higher than a strong December a year ago.  For the calendar year,
total sales for GM's four brands increased 21% to 2,202,927, while
retail sales rose 16% for the year.  GM's four brands sold 118,435
more vehicles in 2010 than the company did with eight brands in
2009, and will gain total and retail market share for the year.  A
copy of GM's sales report is available at http://is.gd/k7QVd

In a statement, Ford said its full-year sales totaled 1.935
million, up 19% versus a year ago, marking the largest increase of
any full-line manufacturer.  A copy of Ford's sales report is
available at http://is.gd/k7R0t

According to Ms. Terlep and Mr. Kell, the sales results cap a year
that suggests the auto industry is on the verge of one of the most
dramatic shifts in its history.  The report points out that for
most of the past century, the U.S. car industry was dominated by
General Motors Co., Ford Motor Co. and Chrysler Group LLC.  Now,
as a result of both long-term trends and the upheaval of the last
two years, the Big Three are about to be replaced by a Gang of
Seven as the industry's driving force.

Ms. Terlep and Mr. Kell also note that Hyundai saw its U.S. market
share in 2010 climb to just short of 5%.  If Hyundai crosses that
threshold as expected this year, the U.S. market will have seven
manufacturers -- GM, Ford, Toyota, Honda Motor Co., Chrysler,
Nissan Motor Co. and Hyundai -- with market share of 5% or more.
That's a dramatic shift from the days when the three Detroit
companies dominated the market and dictated the industry's
direction, the report relates.


* Andrea Fischer to Join Morrison Cohen LLP as Partner
------------------------------------------------------
Morrison Cohen LLP disclosed the admission to the firm of its
newest lateral Partner, Andrea Fischer.

Ms. Fischer will join the firm's Bankruptcy and Restructuring
Practice, a sixteen member team consisting of senior bankruptcy,
corporate, finance, litigation, benefits, and tax professionals in
a multidisciplinary approach to a national bankruptcy practice
regularly representing corporate and partnership debtors, secured
and unsecured creditors, and financial institutions on all levels
of the capital structure in all transactional and litigation
aspects of reorganization cases, prepackaged chapter 11 cases,
Section 363 sales, out-of-court restructurings, and workouts.

Andrea comes to Morrison Cohen with over 15 years of experience
representing secured creditors, debtors, trustees, secured
lenders, and unsecured creditors in complex Chapter 11 cases.
Prior to joining the firm, Ms. Fischer was a Bankruptcy Partner at
Olshan Grundman Frome Rosenzweig & Wolosky LLP.

David Scherl, Chairman of Morrison Cohen, noted that Ms. Fischer's
experience meshes perfectly with the Firm's middle market capital
markets practice, including its bankruptcy and restructuring
practices.  "Andrea is straight out of central casting for us. She
brings with her a tremendous amount of bankruptcy and
restructuring experience and will be able to advise our many
financial institution, buyout sponsor, real estate investment
partnership and operating company clients.  We offer senior level
advisory services at rational hourly rates; Andrea fits that bill
to a tee."

                     About Morrison Cohen LLP

Morrison Cohen LLP has grown to become one of New York's leading
full service mid-size commercial law firms. Given its moderate
size and client-favorable partner-to-associate ratio, Morrison
Cohen clients work principally with senior, seasoned attorneys at
cost effective and sensitive pricing.


* Neil Kaufman Joins Abrams Fensterman
--------------------------------------
The New York-based full service law firm of Abrams, Fensterman,
Fensterman, Eisman, Greenberg, Formato & Einiger, LLP announced
today that Neil M. Kaufman, one of Long Island's most highly
respected corporate and securities attorneys, has joined the firm
as a partner and chairman of its corporate department.

With over 70 attorneys, Abrams Fensterman is one of the fastest
growing law firms on Long Island.  The firm provides a full range
of legal services to its clients, including advice on corporate
and securities transactions, mergers and acquisitions, commercial
litigation, health law, trusts and estates, bankruptcy,
immigration, divorce and family law, intellectual property, real
estate, zoning, and employment law.  The addition of Mr. Kaufman's
corporate and securities practice will significantly enhance the
firm's existing business law practice.

For over 25 years, Neil Kaufman has represented public and private
companies ranging from emerging growth companies to middle market
companies in connection with a wide range of equity and debt
financing transactions, mergers and acquisitions and general
corporate matters.  He is Chairman of the Long Island chapter of
Financial Executives International, a nationwide organization of
chief financial officers and other financial executives, and was
the former chairman of the Banking and Securities Law Committee of
the Nassau County Bar Association.  As Vice Chairman of the Long
Island Capital Alliance, a non-profit organization that holds
local capital forums, Mr. Kaufman has helped dozens of companies
raise over $100 million of investment capital.  He is also a
member of the corporate advisory board of the DNA Learning Center
of Cold Spring Harbor Laboratory.

Before joining Abrams Fensterman, Mr. Kaufman was a partner and
chairman of the corporate department at Davidoff Malito & Hutcher
LLP.  Prior to that, he was the founder and managing member of
Kaufman & Associates, PLLC and associated with Lord Day & Lord,
Barrett Smith.

Mr. Kaufman states, "I am thrilled to be joining one of Long
Island's largest and fastest growing law firms, where my corporate
and securities practice can continue to grow in conjunction with
the firm's existing practice areas.  The resources provided by
Abrams Fensterman will allow me to better serve my existing
clients since many of my new colleagues are recognized as leaders
in their fields.  We are confident that the addition of my
practice will facilitate the firm's continued growth."

Howard Fensterman, the managing partner of Abrams Fensterman,
remarks, "We are very excited to add Neil and his high-end
corporate and securities practice.  He is well-known as one of the
top corporate and securities lawyers on Long Island, and he is a
perfect fit for our firm.  We will now be able to provide a full
range of services to our clients, all at the highest levels of
sophistication."


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 27, 2010



                           *********

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 by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related 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.  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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