TCR_Public/110106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 6, 2011, Vol. 15, No. 5

                            Headlines

5050 NORTHWOOD: Case Summary & 20 Largest Unsecured Creditors
ADVANCED LIFE: Bank to Waive Defaults Upon $186,000 Payment
AGRI-BEST HOLDINGS: Court Converts Ch 11 Bankr. Case to Chapter 7
ALDA PHARMACEUTICALS: Posts C$4.0 Million Net Loss in Fiscal 2010
ALLEN CAPITAL: Plan Outline Hearing Commences on January 24

ALLY FINANCIAL: 12-Bil. GMAC Demand Notes Have 2.12% Yield
AMERICAN INT'L: Blackstone Continues to Rack Up Fees
AMERICAN INT'L: Taiwan Secom Group Eyes Stake in Nan Shan
AMERICAN MEDIA: Emerged From Chapter 11 on Dec. 22
AMERICAN MEDIA: Newly Emerged AMI Gets 'B' Corporate from S&P

AMERICAN SPECTRUM: Steven M. Speier Appointed as Receiver
ANGIOTECH PHARMACEUTICALS: Shares to Be Delisted by NASDAQ Jan. 13
ASARCO LLC: 5th Cir. Enters Judgment on Plan Appeal Denial
ASARCO LLC: Arthur Andersen Wants Summary Judgement on Claim
ASARCO LLC: Dona Park Residents Positive of Metal Contamination

ASARCO LLC: Faulted for June 2010 Ray Mine Accident
BANNING LEWIS: Receives $3.5 Million Loan Approval
BANNING LEWIS: Gets Court Approval to Sell Building Lots
BELTWAY 8: Case Summary & 20 Largest Unsecured Creditors
BERNARD L MADOFF: Ex-Aide Says Prosecutors Trying to Make a Case

BERNARD L MADOFF: Ex-Aide Bongiorno Again Seeks Release From Jail
BERNARD L MADOFF: Former Executive Seeks Dismiss Criminal Case
BROOKSTONE INC: Completes Discounted Tender Offer
CAL JEMS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Court OKs CMRSA Pleas in Suits vs. Insurers

CATHOLIC CHURCH: Morning Star Joins Mediation of Post-Conf. Issues
CCO HOLDINGS: Fitch Assigns 'BB-' Rating to Senior Unsec. Notes
CCO HOLDINGS: Moody's Assigns 'B2' Rating to $750 Mil. Notes
CELL THERAPEUTICS: J. Bianco Disposes of 250,000 Common Stock
CELL THERAPEUTICS: P. Nudelman Disposes of 39,483 Common Stock

CEMEX SAB: S&P Assigns 'B' Senior Rating to $1 Bil. Notes
CENTAUR LLC: Seeks More Exclusivity as Insurance for Plan
CENTRA PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
CHARTER COMMUNICATIONS: S&P Assigns Ratings to $750 Mil. Notes
CHASSEUR, L.P.: Voluntary Chapter 11 Case Summary

CMB III: Can Use Union Fidelity's Cash Collateral Until Jan. 31
CMB III: Hearing on Creditor's Dismissal Motion Set for Jan. 7
COCHRAN CORPORATION: Case Summary & 14 Largest Unsecured Creditors
COMMSCOPE INC: Moody's Assigns 'B2' Corporate Family Rating
COMMSCOPE INC: S&P Downgrades Corporate Credit Rating to 'B+'

DELTA PETROLEUM: S&P Assigns 'CCC' Corporate Credit Rating
DOWNEY FINANCIAL: Bondholders Step Into Tax Refund Fight
DRYSHIPS INC: Unit Takes Delivery of First Newbuilding Drillship
EAGLE INDUSTRIES: Gets Final Nod to Use Cash Collateral
EAGLES CREST: Asks for Court's Permission to Use Cash Collateral

EAGLES CREST: Section 341(a) Meeting Scheduled for Jan. 20
EAGLES CREST: Taps Bradshaw Fowler as Gen. Reorganization Counsel
ECOSPHERE TECHNOLOGIES: Awards Stock Options to COO & CFO
EDIETS.COM(R): Receives NASDAQ Notice of Non-Compliance
EMPIRE TOWERS: Asks for Permission to Use Cash Collateral

EQK BRIDGEVIEW: Amends List of 20 Largest Unsecured Creditors
EQUIPOWER RESOURCES: Moody's Puts 'Ba3' Rating on $525 Mil. Loan
EVERGREEN ENERGY: Appoints Khan as Chairman of the Board
EVERGREEN ENERGY: Extends Warrants Expiration Date to Jan. 31
FANNIE MAE: BofA to Buy Back Bad Loans from Fannie, Freddie

FANNIE MAE: Inks Pact With BoA to Address Repurchase Requests
FIDDLER'S CREEK: Retains Exclusivity for Filing Plan
FIRST BANCORP: Discloses 1-For-15 Reverse Stock Split
FREDDIE MAC: BofA to Buy Back Bad Loans from Fannie, Freddie
FREDDIE MAC: Receives $1.28 Billion Under Agreement With BoA

GALP CNA: Can Use Centrum Cash Collateral Until January 31
GALP CNA: GALP Cypress Files Schedules of Assets & Liabilities
GALP CNA: Ordered to File Plan and Disclosure Statement by Feb. 1
GALP CNA: Sec. 341 Meeting of Creditors Set for Jan. 13
GALP CNA: Wentwood Rollingbrook Files Schedules of Assets & Debts

GARNET BIOTHERAPEUTICS: Seeks to Tap Loan to Fund Operations
GENERAL AMERICAN: Dewey Wins OK to Enforce Subpoena in $1BB Suit
GENERAL CRANE: Co-Owner Purchases Assets Out of Bankruptcy
GENERAL MOTORS: Committee Proposes Morris Nichols as Del. Counsel
GENERAL MOTORS: Utah Ct. Rules on Trademark Suit v. Urban Gorilla

GENERAL MOTORS: Dist. Court Moves Mendoza Suit vs. New GM
GLOUCESTER ENGINEERING: Blue Wolf Is Majority Owner Post Ch. 11
GREDE FOUNDRIES: SAP Software Contract Can't Be Splintered
HARRISBURG, PA: City Workers Again Face Risk of Going Unpaid
HARRISBURG, PA: Officials Begin Financial Audit for 2009

HENDRICKS FURNITURE: To Start GOB Sales for 2 Remaining Stores
HOME SMART: Commences Going-out-of-Business Sale
HRP INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
IA GLOBAL: Brian Hoekstra Owns 92,418 Shares of Common Stock
IA GLOBAL: Jack Henry Owns 2,000 Shares of Common Stock

ICT, INC: Voluntary Chapter 11 Case Summary
INN AT SCOTTS VALLEY: Hotel Foreclosure Sale Set for Jan. 18
IRVINE SENSORS: Costa Brava Discloses 43.4% Equity Stake
IRVINE SENSORS: The Griffin Fund Has 14.83% Equity Stake
JACK IN THE BOX: S&P Withdraws 'BB-' Corporate Credit Rating

JUSTIN ESTATE: Voluntary Chapter 11 Case Summary
L RAMON BONIN: Court Approves Settlement on BofA's Claims
LEXICON UNITED: Terminates Merger With Pathworks-Florida
LOEHMANN'S HOLDINGS: Receives Court OK for Disclosure Statement
LOUIS J DOMIANO: Court Converts Case to Chapter 7

LT HOSPITALITY: Case Summary & 15 Largest Unsecured Creditors
MAJESTIC STAR: Sues Owner for Terminating Subchapter S Status
MARKET STREET: Court Extends Plan Filing Deadline to May 2
MARKET STREET: US Trustee Wants Chapter 11 Case Dismissed
MARVKY CORP: Hearing on Further Cash Collateral Use Today

MEADOW WOOD: Voluntary Chapter 11 Case Summary
MEDICAL STAFFING: Seeks Same-Day Hearing for Plan, Disc. Statement
MOONING OVER: Case Summary & 9 Largest Unsecured Creditors
MOTOROLA INC: S&P Raises Corporate Credit Rating From 'BB+'
MYSPACE INC: No Talks Ongoing With Potential Buyers

NATION ENERGY: Files 10-Q for Q1 of FY2009; Reports $399K Income
NEC HOLDINGS: Hearing on Plan Exclusivity Extension Today
NET TALK.COM: Amends Employee Agreement With A. Kyriakides
NORTH PHILLY: Voluntary Chapter 11 Case Summary
NYC OFF-TRACK: Dismissal or Trustee Appointment Hearing on Jan. 19

ONE MADISON PARK: Green Bridge Capital et al. Sue Developer
OPTIMUMBANK HOLDINGS: Shareholders Elect 7 Nominees for Director
OSCEOLA DEVELOPMENT: Files Schedules of Assets & Liabilities
OSCEOLA DEVELOPMENT: Section 341(a) Meeting Scheduled for Feb. 2
PANOCHE VALLEY: US Trustee Wants Chapter 11 Case Dismissed

PATIENTFIRST HEALTHCARE: Case Summary & Largest Unsecured Creditor
PFG ASPENWALK: US Trustee Unable to Form Creditors Committee
PUREWAL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
QUANTUM FUEL: Senior Lender Agrees to Forbearance Until April 30
REGAL ENTERTAINMENT: Fitch Assigns 'B-/RR6' Rating to Senior Notes

REGAL ENTERTAINMENT: Moody's Puts 'B3' Rating on $150 Mil. Notes
RENAISSANT LAFAYETTE: Compromise With Interforum Group Approved
REZONANS LLC: Case Summary & 4 Largest Unsecured Creditors
RHI ENTERTAINMENT: Rejects Pact to Use "Lonely Teardrops" Tune
RICHARD KLARCHEK: Obtains Approval to Sell Watercraft for $7,000

SANSWIRE CORP: Inks Stock Purchase Agreement With M. Clark
SCOTTISH DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
SECOND WEST: Case Summary & 11 Largest Unsecured Creditors
TAMARACK RESORT: Bank of America Takes Back Two Ski Lifts
TAPATIO SPRINGS DEVELOPMENT: Voluntary Chapter 11 Case Summary

TAPATIO SPRINGS REAL ESTATE: Voluntary Chapter 11 Case Summary
TARGUS INFORMATION: S&P Assigns 'B+' Corporate Credit Rating
THOMPSON PUBLISHING: Completes Sale of Business to Lenders
TISHA, LLC: Voluntary Chapter 11 Case Summary
UCI INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating

UNITED COMPONENTS: S&P Affirms Corporate Credit Ratings at 'B'
US FIDELIS: Seeks Plan Exclusivity Until March 31
WE3 COMPANY: Case Summary & 14 Largest Unsecured Creditors
WPCS INT'L: BofA Agrees to Forbearance Until February 28
Z-2, LLC: Case Summary & 20 Largest Unsecured Creditors

Z TRIM HOLDINGS: Edward Smith Discloses 72.2% Equity Stake
Z TRIM HOLDINGS: Sells Securities for $1.03 Million

* Consumer Bankruptcies in 2010 Rose 9% to 1.5 Million
* New York Increases Exemptions for Homes and Autos

* Alvarez & Marsal Welcomes Industry Veteran Bettina Whyte
* Ex-Great American Officer Has New Firm to Buy Distressed Assets
* Klee, Tuchin, Bogdanoff & Stern Announces Three New Partners

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

5050 NORTHWOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 5050 Northwood Villas, Ltd.
        6776 Southwest Freeway, Suite 587
        Houston, TX 77074

Bankruptcy Case No.: 11-30108

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Karen R. Emmott, Esq.
                  ATTORNEY AT LAW
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 739-0008
                  Fax: (713) 481-6262
                  E-mail: karen.emmott@sbcglobal.net

Scheduled Assets: $5,589,975

Scheduled Debts: $5,910,799

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-30108.pdf

The petition was signed by Prabodh A. Shukla, president of Shubh
Properties, Inc., its general partner.


ADVANCED LIFE: Bank to Waive Defaults Upon $186,000 Payment
-----------------------------------------------------------
Advanced Life Sciences Holdings, Inc., on December 29, 2010,
entered into an Omnibus Amendment with The Leaders Bank relating
to the Company's Second Amended and Restated Loan Agreement and
Forbearance Agreement with Leaders.  Under the terms of the
Amendment, Leaders agreed to waive the existing defaults under the
Loan Agreement and the Company agreed to make an interest reserve
payment of $186,000 by January 10, 2011.  The due date for the
$1.1 million principal payment that is currently due will be
extended to April 1, 2011 upon payment of the Initial Reserve.
This $1.1 million principal payment as well as an additional
$1.0 million principal payment also due on April 1, 2011, can be
further extended to January 1, 2012, if the Company pays $486,000
in additional interest reserve by April 1, 2011.

The Company defaulted under the Loan Agreement as a result of its
failure to make a $1.5 million mandatory prepayment by October 1,
2010.  The Company paid $420,000 of the required prepayment amount
in October 2010.

On November 23, 2010, the Company entered into an agreement with
Leaders, pursuant to which Leaders agreed to forbear from
exercising rights and remedies under the Loan Agreement from the
date of the agreement to January 3, 2011, subject to certain
conditions.  Among other things, the Company was required to
engage an advisor for purposes of reviewing the Company's business
plans, budgets and expenditures and making recommendations
regarding the same.  The Company was also required to submit to
Leaders a business plan outlining its budgets and capital raising
plans.

Based in Woodridge, Illinois, Advanced Life Sciences Holdings,
Inc. and its subsidiary Advanced Life Sciences, Inc., conduct new
drug research and development in the fields of infectious disease,
oncology and respiratory disease.  Since inception, the Company
has devoted substantially all of its efforts to activities such as
financial planning, capital raising and product development, and
has not derived significant revenues from its primary business
activity.  The Company is in the development stage.


AGRI-BEST HOLDINGS: Court Converts Ch 11 Bankr. Case to Chapter 7
-----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois has converted, at the behest of
Agri-Best Holdings, LLC, to convert the Debtor's Chapter 11
bankruptcy case to Chapter 7, effective as of December 1, 2010.

Until the Effective Date, which may only be extended for good
cause shown, the Debtor will remain in possession of its property
and continue to administer its estate as debtor in possession

The Debtor must (i) not later than 14 days after the Effective
Date, file a schedule of unpaid debts incurred after the
commencement of the Debtor's case and before the Effective Date;
and (ii) not later than 30 days after the Effective Date, file a
final report and account.

Ronald Peterson, Esq., at Jenner & Block, has been appointed as
trustee.

                          About Agri-Best

Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein
Solutions and Agri-Best Properties, LLC, processes and distributes
portion control meat products to national restaurant chains, food
distributors, and consumers.

Agri-Best filed for Chapter 11 bankruptcy protection on October 5,
2010 (Bankr. N.D. Ill. Lead Case No. 10-44595).  Agri-Best
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

Chicago, Illinois-based Agri-Best Properties LLC filed for
Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D.
Ill. Case No. 10-44600).  Steven B. Towbin, Esq., at Shaw Gussis,
Fishman Glantz, Wolfson & Towbin, LLC, assists Agri-Best
Properties in its restructuring effort.  Agri-Best Properties
estimated its assets and debts at $1 million to $10 million.


ALDA PHARMACEUTICALS: Posts C$4.0 Million Net Loss in Fiscal 2010
-----------------------------------------------------------------
ALDA Pharmaceuticals Corp. filed on January 3, 2010, its annual
report on Form 20-F for the fiscal year ended June 30, 2010.

The Company reported a net loss of C$3,992,659 on C$1,459,686 of
sales for fiscal 2010, compared with a net loss of C$1,183,009 on
C$282,261 of sales for fiscal 2009.  The increased loss incurred
in fiscal 2010 is primarily due to payments to VANOC for the
Sponsorship.

As announced on July 15, 2009, the Company entered into a
corporate sponsorship agreement ("the Sponsorship") with the
Vancouver Organizing Committee for the 2010 Olympic and Paralympic
Winter Games ("VANOC").  Under the terms of the Sponsorship, the
Company has the exclusive rights to be the Official Supplier in
the Hand Sanitizer and Disinfectant Cleaning Products category for
the 2010 Winter Games and rights to associate with the Canadian
Olympic Team competing at the Vancouver 2010 Olympic Winter Games
and the London 2012 Olympic Games.

The Company's balance sheet at June 30, 2010, showed C$1,353,067
in total assets, C$1,113,771 in total liabilities, and
stockholders' equity of C$239,296.

              History of Generating Limited Revenues

The Company has no history of pre-tax profit and in the previous
three years has had only limited annual revenues for each of the
years it has been operating.  The Company sustained operating
losses for each of its fiscal years and has sustained significant
accumulated operating losses.  Operations of the Company have been
funded primarily by the issuance of share capital.

The auditor's reports to the shareholders are expressed in
accordance with Canadian reporting standards, which do not require
a reference to conditions and events that cast substantial doubt
on the Company's ability to continue as a going concern when these
are adequately disclosed in the financial statements.

"The continuation of the Company as a going concern is dependent
upon its ability to raise additional financing and ultimately
attain and maintain profitable operations," the Company said in
the filing.  "To the extent the Company is unable to cover its
ongoing cash requirements through operations, the Company expects
to raise additional financing to cover any shortfall.  There can
be no assurance that such financing and profitability will occur
in the amounts and with terms expected."

"In the event that cash flow from operations, if any, together
with the proceeds from any future financings are insufficient to
meet the Company's current operating expenses, the Company will be
required to re-evaluate its planned expenditures and allocate its
total resources in such a manner as the Board of Directors and
management deems to be in the Company's best interest.  This may
result in a substantial reduction of the scope of existing and
planned operations."

At June 30, 2010, the Company had an accumulated deficit of
C$9,717,194 (C$5,724,535 at June 30, 2009) and working capital of
C$234,420 (C$1,721,192 at June 30, 2009).

A full-text copy of the Form 20-F is available for free at:

               http://researcharchives.com/t/s?71c9

                    About ALDA Pharmaceuticals

Based in Richmond, BC, Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is principally engaged in the
development, production and marketing of infection control agent
products, principally a product marketed as "T36(R)".

ALDA trades on the TSX Venture Exchange in Vancouver, Canada under
the symbol "APH" and on the OTC BB under the symbol "APCSF".


ALLEN CAPITAL: Plan Outline Hearing Commences on January 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
set a hearing commencing on January 24, 2011, at 1:30 p.m., to
consider adequacy of the Third Amended Disclosure Statement
explaining DLH Master Land Holding, LLC, and Allen Capital
Partners, LLC's Plan of Reorganization.

The hearing on the adequacy of Richard S. Allen and Richard S.
Allen, Inc.'s Disclosure Statement, as amended, will commence on
January 26, 2011 at 1:30 p.m.

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 December 22, 2010,
the Plan contemplates the Debtors obtaining a combination of one
or more term loans or equity contributions totaling $30 million to
$50 million as exit financing, using some of those monies to
obtain releases of collateral which would then be pledged as
security to support the Exit Financing facility.  The remaining
Exit Financing proceeds will be used to pay the DIP loan, fund
post-Effective Date Operations, pay Chapter 11 expenses and
provide certain cash outs to certain small unsecured creditors
willing to deeply discount their claims for cash, provide an
interest reserve and finance the construction of certain
improvements.  The Debtors are discussing the financing with a
number of potential sources, but do not currently have a
commitment.  Because the Debtors do not currently know the precise
collateral required by the lender or lenders the final terms of
the DLH Exit Financing may differ from what Debtors are currently
proposing.

The ACP Exit Financing will potentially be obtained by sale of a
portion of ACP's 100% ownership interest in LPKC, an entity which
holds an option from the BNSF railway to purchase land adjacent to
an intermodal in Kansas City or may take the form of a loan
secured by a junior interest in the various membership interests
held by ACP.  The Debtors anticipate ACP's non-bankrupt
subsidiaries may also be required to pledge assets to secure the
ACP Exit Financing.  Similar to the DLH Exit Financing, the
proceeds from the ACP Exit Financing will be used to pay the DIP
loans, pay Chapter 11 expenses and cash outs to unsecured ACP
creditors willing to discount claims for cash, and provide
interest and operating reserves.

In the event the Debtors are unable to obtain Exit Financing, the
Plan will be null and void in all respects, the Effective Date
will never occur and the Confirmation Order would be voided.

Under the Plan, Unsecured Allowed Claims against DLH total
approximately $11.6 million, including approximately $637,000 in
smaller claims (less than $ 125,000 each).

DLH proposes a cafeteria plan with options for Allowed Unsecured
Claims:

   A) 20 % in cash paid to each electing holder of an Allowed
      Claim of $125,000 or less or, the holder of any Allowed
      Claim that is willing to reduce its claim to $125,000.
      These claims are payable within 90 days after the Effective
      Date and will be funded from proceeds of the Exit Financing.

   B) Receive a Variable Pay Note in the principal amount of 50%
      of the electing holder's Allowed Claim, payable without
      interest from 75% of DLH Unsecured Net Proceeds.  If not
      previously paid, these notes will mature and be fully
      payable seven years from the Effective Date.

   C) Receive a Variable Pay Note in the principal amount of 100%
      of the electing holder's Allowed Claim payable from 25% of
      DLH Unsecured Net Proceeds, but only until the Option B
      notes are paid in full, and thereafter receiving all of the
      DLH Unsecured Net Proceeds.  If not previously paid, these
      notes will mature and be fully payable ten years from the
      Effective Date, with interest accruing at the federal
      judgment rate in effect on the Effective Date.  From
      September 27, 2010, to October 3, the federal judgment rate
      was 0.25%.

   D) An electing holder of an Allowed Unsecured Claim may convert
      its Allowed Claim to a Class B Preferred Callable Membership
      Interest with par value equal to the amount of the Allowed
      Claim.

For all remaining unsecured ACP creditors, ACP proposes a
cafeteria plan whose options will be:

   A) 20 % in cash paid to each holder of an Allowed Claim of
      $60,000 or less or which the holder is willing to reduce its
      claim to $60,000.  These claims will be payable within 90
      days after the Effective Date and will be funded from
      proceeds of the Exit Financing.

   B) Receive a Variable Pay Note in the principal amount of 50%
      of the electing holder's Allowed Claim, payable without
      interest from their pro rata share of 75% of ACP Unsecured
      Creditor Net Proceeds.  Unless previously paid, these notes
      mature seven years from the Effective Date.

   C) Receive a Variable Pay Note in the principal amount of 100%
      of the electing holder's Allowed Claim payable from 25% of
      ACP Unsecured Creditor Net Proceeds, but only until the
      Option B notes are paid in full, and thereafter receiving
      all of the ACP Unsecured Creditor Net Proceeds.  If not
      previously paid, these notes will mature and be fully
      payable ten years from the Effective Date, with interest
      accruing at the federal judgment rate on the Effective Date
      of the Plan.

   D) Class C Preferred Callable Preferred Membership Interests in
      DLH.

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

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represent the Debtor.  The Company
estimated assets and debts at $50 million to $100 million.


ALLY FINANCIAL: 12-Bil. GMAC Demand Notes Have 2.12% Yield
----------------------------------------------------------
In a Form 424B3 filing with the Securities and Exchange Commission
on January 3, 2011, Ally Financial Inc. filed a pricing supplement
to the demand notes issued by GMAC LLC amounting to $12.5 billion.
The Demand Notes yield 2.12% annually with effective dates of
January 3 through January 9, 2011.

                       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 INT'L: Blackstone Continues to Rack Up Fees
----------------------------------------------------
Lauren Tara LaCapra, writing for TheStreet.com, says while The
Blackstone Group has been shut out of its role as lead adviser for
American International Group's restructuring process, it continued
racking up fees because of a contract inked under a previous AIG
management team.

Ms. LaCapra relates AIG ended up paying four firms last year --
Blackstone, Goldman Sachs, Rothschild and Citigroup -- to do the
work that Blackstone alone had been contracted to perform,
starting in late-2008.

According to Ms. LaCapra, AIG's relationship with Blackstone is in
tatters as a result of a sharp shift in management approach when
current CEO Robert Benmosche seized the reins from the management
team of predecessor Ed Liddy.  In November, AIG began selling off
its long-term investment in Stephen Schwarzman's storied firm.
Ms. LaCapra says the move came in tandem with an agreement to end
the business relationship with Blackstone after months of often
acrimonious negotiations that forced AIG back to Goldman Sachs.

According to Ms. LaCapra, a high-level source intimately involved
in AIG's negotiations who wasn't authorized to speak on the
record, said Blackstone "hadn't been doing anything, even though
they had been billing us monthly."  That source said, "We just
wanted to get them out of our offices; we wanted to get them out
of here; we just couldn't stand them being here anymore. But they
were still charging us."

Ms. LaCapra says a source siding with Blackstone disputes that
characterization, describing the firm's services as "a bargain"
and noting that some AIG executives who have "been hurt in the
pocketbook" due to the company's stock decline or bonus
restrictions have ample reason to gripe about Blackstone's fees.

According to Ms. LaCapra, in any case, the relationship has come
to a close -- and Blackstone is only the latest in a string of
high-level corporate casualties that AIG has endured since its
initial bailout woes.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN INT'L: Taiwan Secom Group Eyes Stake in Nan Shan
---------------------------------------------------------
Reuters reports that American International Group's protracted
sale of its Nan Shan unit was further complicated on Tuesday when
home security company Taiwan Secom Group proposed buying a stake
in the business.  Reuters says the offer may please regulators but
runs counter to AIG's plans.  Taiwan Secom would expect to list
the unit in Taiwan.

Reuters relates a spokesman for Taiwan Secom has told Bloomberg
News that his company could also bid with partners for all of Nan
Shan, rather than just part of it.

According to Reuters, Taiwan Secom, an affiliate of cement firm
Goldsun, is setting up a holding company with Hong Kong investment
firm Primus Financial to acquire a stake in Nan Shan, said Max
Chu, a director of Taiwan Secom.

Taiwan regulators have previously suggested a Taiwan listing, but
AIG has said it wants to sell the unit to another company, to
increase the chances of its doing a deal quickly.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN MEDIA: Emerged From Chapter 11 on Dec. 22
--------------------------------------------------
American Media Inc. exited bankruptcy on Dec. 22, two days after
the judge signed a confirmation order approving its reorganization
plan, Chief Executive Officer David Pecker said in an interview,
according to Bill Rochelle, the bankruptcy columnist for Bloomberg
News.  With a revamped balance sheet, Mr. Pecker said American
Media will look to acquire publishing properties.

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.  Judge
Martin Glenn presides over the case.  Ira S. Dizengoff, Esq., Arik
Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik,
Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel.
Moelis & Company is the Debtors' financial advisors and investment
bankers.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

American Media filed, together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.  Judge Glenn confirmed the
Debtors' Amended Joint Prepackaged Plan of Reorganization on
December 20, 2010, clearing the way for the Debtors to emerge from
Chapter 11 reorganization by the end of 2010.


AMERICAN MEDIA: Newly Emerged AMI Gets 'B' Corporate from S&P
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Boca Raton, Fla.-based American Media
Inc.  The rating outlook is stable.

At the same time, S&P assigned the company's $385 million senior
secured first-lien notes due 2017 an issue-level rating of 'B' (at
the same level as the 'B' corporate credit rating) with a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery for noteholders in the event of a payment default.

In addition, S&P assigned the company's $104.9 million senior
secured second-lien notes due 2018 an issue-level rating of 'CCC+'
(two notches below the 'B' corporate credit rating) with a
recovery rating of '6', indicating S&P's expectation of negligible
(0%-10%) recovery for noteholders in the event of a payment
default.

All ratings on former entity American Media Operations Inc. have
been withdrawn.

"The ratings on American Media reflect S&P's expectation that
leverage will remain relatively high and interest coverage will
remain low," said Standard & Poor's credit analyst Tulip Lim, "but
that the company will maintain a cushion of compliance under its
financial covenants of over 15%." These factors underpin S&P's
view of American Media's financial profile as aggressive.

"The ratings also reflect S&P's expectations that the company's
business will continue to operate in highly competitive markets,
its operating diversity will remain limited, it will continue to
be vulnerable to cyclicality, and it will face adverse secular
trends," added Ms. Lim.  For these reasons, S&P considers American
Media's business risk profile to be vulnerable.


AMERICAN SPECTRUM: Steven M. Speier Appointed as Receiver
---------------------------------------------------------
American Spectrum Realty, Inc. said that Steven M. Speier,
Director of Receivership, Bankruptcy and Litigation Services for
American Spectrum Realty Management, LLC, was appointed Receiver
on behalf of Citizens Business Bank.

The California banking corporation filed a petition for a Receiver
of 3 Palms Dairy with the Rancho Cucamonga district of San
Bernardino County that was granted on December 22nd, 2010.  Mr.
Speier in turn awarded American Spectrum Realty Management, LLC a
third party management and sale contract for 3 Palms Dairy.

The project consists of over 30 acres of dairy farm land and
cattle located in Ontario, California.  Mr. Speier is also
currently serving as Receiver in various operating businesses and
real estate cases as well as a Chapter 7 and 11 Trustee on
numerous bankruptcy cases.

              About American Spectrum Realty

American Spectrum Realty, Inc. is a real estate investment company
that owns, through its operating partnership, interest in office,
industrial, self storage, retail properties, and apartments
throughout the United States.  The company has been publicly
traded since 2001.  American Spectrum Realty Management, LLC is a
wholly-owned subsidiary of the Company's operating partnership
that manages and leases all properties owned by American Spectrum
Realty, Inc. as well as third-party clients.


ANGIOTECH PHARMACEUTICALS: Shares to Be Delisted by NASDAQ Jan. 13
------------------------------------------------------------------
Angiotech Pharmaceuticals, Inc. received a notice from The Nasdaq
Stock Market stating Angiotech has not regained compliance with
Nasdaq's Listing Rule 5450(a)(1) within the 180 calendar day grace
period ending January 3, 2011.  Nasdaq's notice indicates
Angiotech's common shares will be delisted on January 13, 2011.
The Nasdaq rules provide for an appeal of the above decision by
requesting a hearing in accordance with appropriate procedures as
outlined by the Company Guide.  Angiotech will not request a
hearing. Angiotech's common shares will still be tradable on the
Toronto Stock Exchange under the trading symbol "ANP".

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) --
http://www.angiotech.com/-- is a global specialty pharmaceutical
and medical device company.  Angiotech discovers, develops and
markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical
interventions and acute injury.

The Company's balance sheet at Sept. 30, 2010, showed $
326.80 million in total assets, $60.30 million in total
liabilities, and a stockholders' deficit of $622.16 million.

In early December 2010, Angiotech said it has reached an agreement
with the holders of 76% of its 7.75% Senior Subordinated Notes to
extend certain deadlines outlined in their Recapitalization
Support Agreement dated October 29, 2010.  Seventy-three percent
of the holders of the Subordinated Notes executed the Initial
Support Agreement and presently, 85% of the holders of the
Subordinated Notes have consented to the Initial Support
Agreement. On November 29, 2010, Angiotech and the Trustee, at the
direction of a majority of the holders of its Subordinated Notes,
extended the grace period applicable to interest payments due on
the Subordinated Notes before an event of default occurs, with
such grace period applicable to the $9.7 million semi-annual
interest payment that was due on the Subordinated Notes on
October 1, 2010 extended until December 30, 2010.

In November 2010, Moody's Investors Service downgraded the
probability of default rating of Angiotech to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

The assignment of the Ca/LD is the conclusion of the 30-day grace
period in which the company missed the original interest payment
of $9.7 million on its 7.75%, $250 million senior subordinated
notes due Oct. 1, 2010.  Moody's treats the failure to meet the
original contractual terms as a limited default.


ASARCO LLC: 5th Cir. Enters Judgment on Plan Appeal Denial
----------------------------------------------------------
The United States Court of Appeals for the Fifth Circuit entered
a judgment with respect to its dismissal of the appeal filed by
Sterlite (USA) Inc., Sterlite Industries (India), Ltd., and the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, AFL-
CIO against the order confirming the plan of reorganization
proposed by Asarco Incorporated and Americas Mining Company for
the Debtors.

As previously reported, the Fifth Circuit dismissed the Appeal at
the request of AMC and Asarco Inc.

In their judgment, Circuit Judges Emilio Garza, Fortunato
Benavides and Marcia Crone ruled that the Appeal is dismissed.
They also directed the Appellants to pay to the Appellees the
costs on appeal to be taxed by the Clerk of the Circuit Court.

Accordingly, the Deputy Clerk filed a Bill of Costs, which lists
a total cost of $406 in connection with the 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: Arthur Andersen Wants Summary Judgement on Claim
------------------------------------------------------------
Pursuant to Rule 56 of the Federal Rules of Civil Procedure and
Rules 7056 and 9014 of the Federal Rules of Bankruptcy Procedure,
Arthur Andersen LLP asks the Bankruptcy Court for a partial
summary judgment in its favor on that portion of the Asarco LLC
Plan Administrator's assertion challenging Andersen for not having
performed a so- called "with and without analysis" in support of
its Claim No. 3511 filed in an unliquidated amount against ASARCO
LLC.

Andersen believes that, as a matter of law, (i) it has no
obligation or duty to perform the "with and without analysis" as
a condition to receiving its agreed compensation from ASARCO and,
therefore, (ii) the absence of the analysis does not offer a
legitimate basis for reducing, let alone disallowing, the Claim.

Andersen therefore asks Judge Schmidt to strike that portion of
the Plan Administrator's objection to the Claim based on the
"with and without analysis," and set the balance of the Objection
for evidentiary hearing.

Prior to the commencement of its Chapter 11 proceedings, ASARCO
engaged Andersen to provide professional tax services in
connection with a tax refund claim based on a special 10-year
carryback of certain qualifying losses.  Under the terms of the
parties' engagement letter and agreements, ASARCO agreed, among
other things, to pay Andersen fees based on specified percentages
of the tax refund claims filed on ASARCO's behalf, as well as the
actual tax refund recovered by or credited to ASARCO.  The Plan
Administrator has admitted that ASARCO or one of its affiliates
received tax refunds and interest on May 26, 2010.

With the tax refund money now in hand, the Plan Administrator now
seeks to disallow Andersen's claim to compensation in its
entirety, Joseph J. Wielebinski, Esq., at Munsch Hardt Kopf &
Harr, P.C., in Dallas, Texas, tells the Court.  This position is
apparently based on Andersen's supposed failure to provide a so-
called "with and without analysis" to determine "the actual tax
and interest savings attributable to application of the carryback
position," he notes.

The Plan Administrator suggested that the "with and without
analysis" is required by the plain language of the agreement
between the parties.  On behalf of Anderson, Mr. Wielebinski
argues that the argument omits a critical fact -- ASARCO first
amended and then terminated its engagement of Andersen to provide
professional tax services, each time amending and restating the
fee that would be owed to Andersen in connection with the
project.

Mr. Wielebinski contends that further agreements between the
parties make no mention of the "with and without analysis"
whatsoever.

"Simply put, the governing contracts between Andersen and ASARCO
do not support the Plan Administrator's position, and the portion
of the claim objection predicated on the 'with and without
analysis' should be overruled," Mr. Wielebinski points out.

A hearing will be held on February 4, 2011, to consider
Andersen's request.

                          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: Dona Park Residents Positive of Metal Contamination
---------------------------------------------------------------
Residents in the Dona Park neighborhood, in Texas, were found to
be contaminated with toxic levels of various metals, including
arsenic, lead and zinc.

The Dona Park Neighborhood is immediately south of the former
ASARCO/Encycle facility, which closed in 2005.  According to the
Web site of the Texas Commission on Environmental Quality, from
1941 to 1985, ASARCO operated a smelter that produced high-grade
zinc at the Facility.  The Facility was inactive from 1986 until
1988.  Between 1988 and 2002, Encycle conducted a waste-
management business at the Facility.  ASARCO employed an air
discharge smokestack as part of its zinc smelter operations.  The
stack is located approximately 950 feet northwest of the Dona
Park Neighborhood and was a potential source of zinc, cadmium,
and lead contamination from the Facility via wind dispersion in
the residential area.

Sterling Bocage, an owner of a non-profit organization that
offers hair analysis testing, tested two adults and five children
in the area, and laboratory results show all seven people,
including a one-year-old child, have toxic levels of metals in
their bodies like aluminum and lead, Melissa Schroeder of
kristv.com reports.  She says that the organization is now
raising funds to test all of the Dona Park residents.

The report also says that the TCEQ began taking soil samples from
the neighborhood two months ago, and preliminary results showed
toxic levels of metals in the ground.  However, no plan of action
on a cleanup has been taken.

                          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: Faulted for June 2010 Ray Mine Accident
---------------------------------------------------
The United States of America Department of Labor, Mine Safety and
Health Administration, issued a Report of Investigation in
December 2010 regarding the June 20, 2010 accident in ASARCO
LLC's Ray Mine, near Kearny, in Arizona.

The investigators are David J. Small, Mine Safety and Health
Inspector, Patrick E. Retzer, Electrical Engineer, and Hilario S.
Palacios, Mine Safety and Health Specialist.

As previously reported, diesel mechanic Thomas Benavidez was
killed in the accident, which involved a 240-ton mine haul truck
and the pickup truck he was riding in.  Another mechanic, William
Hyde, who was also in the pickup truck, was injured.

The Report concludes that the accident occurred because
management policies, procedures and controls were inadequate and
failed to ensure that persons could safely park small vehicles
near larger haul trucks.

On June 14, 2010, large haul truck tires were placed in the
parking area to demarcate parking spaces for mobile equipment
that would then be parked between the large tires, the Report
notes.  The project was completed on June 16, 2010, four days
prior to the accident.  With the new configuration, the smaller
vehicles could not park beside the larger haul trucks as before.

"Management did not establish new procedures and policies
designating specific non-blind parking areas for smaller vehicles
or require radio communications between the drivers of small
vehicles and the haul truck operators," the Report points out.

A copy of the Report is available at MSHA's Web site at:

       http://www.msha.gov/FATALS/2010/FTL10m12.asp#

                          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: Receives $3.5 Million Loan Approval
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch received final court approval for
$3.5 million in financing to pay expenses in the Chapter 11 case.
The loan, to incur 10% interest, comes from DBL Investors LLC and
Greenfield BLR Finance Partners LP.  The Lenders are to be given a
lien behind the collateral securing $65.5 million owing on the
loan where KeyBank NA serves as agent.  The DBL loan will be prior
to all other secured debt.

                       About Banning Lewis

Banning Lewis Ranch Co. owns 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) on the
same day.

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.


BANNING LEWIS: Gets Court Approval to Sell Building Lots
--------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Banning Lewis Ranch Company LLC
and its debtor-affiliates to conduct sales of building lots under
Section 363 of the Bankruptcy Code.

The Debtors and KeyBank National Association, as administrative
agent under a certain senior secured revolving credit agreement
dated Sept. 7, 2007, with the Debtors have consented to the
sale of the lots free and clear of any lien.  The Debtors were
authorized and empowered, but not required, to honor Banning
Lewis Ranch Development I & II LLC's pre- and postpetition sale
contracts.

According to the documents, the sale proceeds will be used to pay
the customary costs of each closing including state and county
transfers taxes, title and escrow fees, legal and recording fees,
charges for preparation of deeds and other documents.

                      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.


BELTWAY 8: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Beltway 8 Associates, LP
          dba Watermarke Apartments
        10101 Park Rowe Avenue, Suite 120
        Baton Rouge, LA 70810

Bankruptcy Case No.: 11-10001

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: William E. Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: bsteffes@steffeslaw.com

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

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

The petition was signed by Joseph T. Spinosa, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
6444 Associates                    --                   $1,620,980
10101 Park Rowe, Suite 120
Baton Rouge, LA

Redi Carpet Sales of Houston       --                       $5,376
P.O. Box 973915
Dallas, TX 75397-3915

Astros Carpet & Painting           --                       $4,450
P.O. Box 941607
Houston, TX

Direct Energy                      --                       $4,107

Texas Lawn Works                   --                       $2,659

Chero-Key Piping Co., Inc.         --                       $1,953

Consumer Source                    --                       $1,749

Silberman Enterprises, Inc.        --                       $1,189

Kwal Paint                         --                         $985

Bison Building Materials, LLC      --                         $843

Maintenance Supply Headquarter     --                         $821

AT&T - Web                         --                         $813

Alarmtechs, Inc.                   --                         $545

The Home Depot Supply              --                         $531

GE Appliances                      --                         $530

Mikada, Inc.                       --                         $431

American Patriot Industries, Inc.  --                         $390

Rent.com                           --                         $389

Lexis-Nexis                        --                         $367

Cintas Corporation-082             --                         $344


BERNARD L MADOFF: Ex-Aide Says Prosecutors Trying to Make a Case
----------------------------------------------------------------
Bruce Golding, writing for The New York Post, reports that court
papers filed by Daniel Bonventre, Bernard Madoff's former director
of operations, indicate that prosecutors are still looking to
charge Mr. Madoff's wife, Ruth, and other relatives.  According to
the Post, Mr. Bonventre, 64, who allegedly helped cook Mr.
Madoff's books, claims he and other ex-employees are being
squeezed to help "build a case against . . . the people closest to
Mr. Madoff and [his] principal benefactors."

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: Ex-Aide Bongiorno Again Seeks Release From Jail
-----------------------------------------------------------------
David Glovin at Bloomberg News reports that Annette Bongiorno, who
is accused of helping her former boss, Bernard L. Madoff, run a
multibillion-dollar Ponzi scheme, asked a judge to release her
from jail, citing the recent seizure of her bank accounts by U.S.
authorities.  Ms. Bongiorno has been in a federal lockup since a
judge ruled last month that she has access to millions of dollars
that may help her flee.

According to Bloomberg News, Ms. Bongiorno is accused of
conspiracy and securities fraud for, prosecutors say, aiding Mr.
Madoff in his decades-long fraud.  She began working for him in
1968 after graduating from high school.  She oversaw about 200
accounts at Bernard L. Madoff Investment Securities LLC, Mr.
Madoff's financial advisory firm, according to prosecutors.

The case is U.S. v. Bongiorno, 10-cr-228, U.S. District Court,
Southern District of New York (Manhattan).

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: Former Executive Seeks Dismiss Criminal Case
--------------------------------------------------------------
The former operations director for Bernard L. Madoff Investment
Securities LLC is seeking to dismiss his criminal case, claiming
the U.S. government is improperly trying to restrain his assets
and deny him access to counsel, Bankruptcy Law360 reports.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BROOKSTONE INC: Completes Discounted Tender Offer
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brookstone Inc. completed its discounted tender offer
for the $170 million in 12% second-lien notes due 2012.  Holders
of 94.2% of the old notes tendered the securities and in return
will receive $125.6 million in new second-lien notes maturing in
2014.  The holders also received $20 million in pro-rated cash and
$600,000 in accrued interest.

                         About Brookstone

Merrimack, New Hampshire-based Brookstone, Inc. is a product
development and specialty lifestyle retail company that operates
308 Brookstone Brand stores nationwide and in Puerto Rico.  The
Company also operates a Direct Marketing business that includes
the Brookstone catalog and an e-commerce Web site at
http://www.brookstone.com/

Brookstone is principally owned by three sponsors, Osim
International, J.W. Childs, and Temasek Holdings.  In accordance
with the terms governing its publicly held debt, the Company
issues quarterly and annual reports under SEC guidelines.

Standard & Poor's Ratings Services raised its unsolicited
corporate credit rating on Brookstone Inc. to 'B-' from 'SD'.  The
action follows subsidiary Brookstone Co.'s completed debt
exchange, which has improved the company's near-term liquidity.
The rating outlook is negative.


CAL JEMS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Cal Jems Trust
        707 Ocean Avenue
        Seal Beach, CA 90740

Bankruptcy Case No.: 10-28229

Chapter 11 Petition Date: December 28, 2010

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Robert A. Bonito, Esq.
                  LAW OFFICES OF ROBERT A. BONITO
                  P.O. Box 750
                  Orange, CA 92856
                  Tel: (714) 325-4475
                  Fax: (714) 997-2223
                  E-mail: bonitolaw@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Stephen Moreno, trustee.


CATHOLIC CHURCH: Court OKs CMRSA Pleas in Suits vs. Insurers
------------------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska issued his proposed findings of fact and
conclusions of law with respect to the second motion for partial
summary judgment and the motion to compel arbitration filed by
Catholic Mutual Relief Society of America in the adversary
proceeding commenced by the Catholic Bishop of Northern Alaska
against Catholic Mutual and other insurers.

Catholic Mutual filed the Summary Judgment Motion in March 2010,
which asks for a judicial determination that, among other things,
the Diocese has breached its obligations under the occurrence-
based insurance policies issued by Catholic Mutual by agreeing to
settle the abuse claims, under the provisions of its confirmed
Third Amended and Restated Joint Plan of Reorganization, without
Catholic Mutual's consent.  Catholic Mutual filed the motion to
compel arbitration and stay proceedings with regard to the post-
1990 abuse claims, which are those claims based on acts of sexual
abuse which are alleged to have occurred on or after July 1, 1990.

Robert L. Berger, settlement trustee under the Diocese's Plan,
opposed both motions.

After oral argument on the motions, Judge MacDonald, in his 73-
page Proposed Findings, stated that:

  (a) Catholic Mutual's Summary Judgment Motion be granted; and

  (b) Catholic Mutual's Motion to Compel be granted, in part, to
      require Mr. Berger to submit all disputes regarding the
      "claims made policy" to Catholic Mutual as provided for
      under the dispute resolution provision found in the
      policy.  However, as there is no pending, adjudicable
      dispute implicating the claims made policy at this time,
      Catholic Mutual's request for a stay of the adversary
      proceeding should be denied.

A copy of the Proposed Findings is available for free at:

    http://bankrupt.com/misc/Church_F_Findings_12132010.pdf

              Settlement Trustee Seeks Extension

Mr. Berger asks the Court to extend to January 10, 2010, the
deadline to file objections to Judge MacDonald's Proposed Findings
because his counsel's office is closed for the Christmas holidays.

Judge MacDonald granted the request and extended to January 10,
Mr. Berger's deadline to object.  The Court also ruled that
Catholic Mutual must file a reply to the objection, if any, on
January 24.

                   Court Dismisses Travelers

In light of the order approving the settlement agreement among the
Diocese, The Settlement Trustee, other releasing parties and
Travelers Casualty and Surety Company, formerly known as Aetna
Casualty and Surety Company, entered on October 13, 2010, in the
Diocese's bankruptcy case, Judge MacDonald ruled that Travelers
will be dismissed from the adversary proceeding, without further
notice, unless an interested party files a written objection.

The dismissal will be with prejudice, with each party bearing its
own attorney's fees and costs.

                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).


CATHOLIC CHURCH: Morning Star Joins Mediation of Post-Conf. Issues
------------------------------------------------------------------
Morning Star Boys Ranch has joined The Catholic Bishop of Spokane,
also known as The Catholic Diocese of Spokane, in the Diocese's
mediation effort to resolve post-confirmation issues in the
bankruptcy case.

As previously reported, Judge Patricia C. Williams of the United
States Bankruptcy Court for the Eastern District of Washington,
appointed Honorable Michael R. Hogan of the U.S. District Court of
Oregon to mediate on the Diocese's post-confirmation matters,
including issues relating to payments of claims, plan
interpretations, contempt order, and the replenishment of funds
for paying claims.

This is the first time that Morning Star has agreed to discuss
settling its outstanding clergy abuse cases, John Stucke of The
Spokesman-Review reports.

By joining in the mediation, the second of the 19 abuse lawsuits
against Morning Star is postponed, Spokesman-Review says, citing
court records.  Most of those lawsuits accuse Rev. Joseph
Weitensteiner of abuse.

Rev. Weitensteiner is Morning Star's former director.  The Diocese
provides staff and counselors to Morning Star.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CCO HOLDINGS: Fitch Assigns 'BB-' Rating to Senior Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
senior unsecured notes due 2019.  Proceeds from the proposed
$750 million offering are expected to be used for general
corporate purposes including the repayment of term loans
outstanding under Charter Communications Operating, LLC's senior
secured credit facility.  Both CCOH and CCO are indirect wholly
owned subsidiaries of Charter Communications, Inc. As of Sept. 30,
2010, CHTR had approximately $13.25 billion of debt (principal
value) outstanding.

From Fitch's perspective, CCOH's debt issuance will not have a
material affect on Charter's overall credit protection metrics but
will enhance Charter's overall financial flexibility.  The
issuance is in line with Charter's strategy of extending and
improving the balance of its debt maturity profile.  Specifically
the new debt issuance is expected to reduce the amount of debt
scheduled to mature during 2014 from approximately $3.8 billion
(as of Oct. 1, 2010) to approximately $3.1 billion (pro forma for
the new issuance).  As of Oct. 1, 2010 and pro forma for the new
issuance, $61 million of debt is scheduled to mature during 2011,
$1.2 billion in 2012, and $253 million during 2013.

Overall, Fitch's ratings incorporate Charter's more viable capital
structure, increased financial flexibility and improved liquidity
profile following the company's emergence from Chapter 11
bankruptcy protection on Nov. 30, 2009.  Additionally the ratings
are supported by Charter's size and scale as the fourth largest
cable MSO in the United States.  Fitch believes that Charter is
poised to generate sustainable and meaningful amounts of free cash
flow (defined as cash flow from operations less capital
expenditures and dividends).  During the first nine months of
2010, Charter generated approximately $474 million of free cash
flow.  Fitch expects that Charter's operating profile,
characterized by slowing revenue generating unit growth, mid-
single digit revenue growth, and stable operating margins and
capital intensity metrics, will support consistent levels of free
cash flow generation during Fitch's rating horizon.  Fitch
believes that Charter will generate free cash flow in excess of
$500 million during 2011 and over $700 million in 2012.

Ratings concerns center on Charter's elevated financial leverage
(relative to other large cable multiple system operators), a
comparatively weaker subscriber clustering profile and service
penetration rates that lag behind industry leaders.  Moreover
Charter's ability to maintain its relative competitive position
and grow its revenues beyond its core 'Triple Play' service
offering remains a key consideration.  Importantly Charter
continues to deploy DOCSIS 3.0 and switched digital video
throughout its cable plant, which positions the company to
efficiently manage its cable plant bandwidth and provide the
company with sufficient service flexibility to maintain its
competitive position.  Within its video business, Charter faces
competition from two direct broadcast satellite providers --
DIRECTV and DISH -- as well as the facilities based video
offerings from AT&T, Inc. (T) and Verizon Communications, Inc.
Charter competes with T and VZ for high speed data subscribers as
well as telephony customers.  T and VZ continue to expand their
respective fiber based deployments, and as of the end of the third
quarter of 2010 (3Q'10), Charter estimates that it competes with
either T or VZ in approximately 27% to 31% of the company's homes
passed.  The bulk of the competitive overlap however is with T as
Verizon's FiOS platform is available to only 2% to 3% of Charter's
homes passed.  The competition, along with weak employment and
housing market conditions, will continue to weigh on subscriber
growth metrics.

Debt outstanding as of Sept. 30, 2010, totaled $13.25 billion
(principal value), of which 52% was senior secured.  Outstanding
debt adjusted for Charter's pre-payment of a portion of the
outstanding amount under CCO's senior secured credit facility was
approximately $12.7 billion as of Sept. 30, 2010.  Leverage for
the latest 12 months period ended Sept. 30, 2010, was 5.2 times,
and 5.0x on a pro forma basis adjusting for the debt prepayment,
reflecting a modest decline from 5.3x as of Dec. 31, 2009.  Fitch
believes that Charters credit profile will improve modestly during
the ratings horizon with leverage declining to 4.9x as of year end
2010 and 4.6x by the end of 2011.

Charter's liquidity position is adequate given the current rating
and is primarily supported by the borrowing capacity from CCO's
$1.3 billion revolver (available for borrowing was approximately
$1.2 billion as of Sept. 30, 2010) and expected free cash flow
generation.  As of Sept. 30, 2010, Charter had the capability to
draw its entire available revolver and maintain compliance with
leverage maintenance tests.  Commitments under the revolver will
expire on March 6, 2015.  However revolving lenders holding more
than 50% of the revolving commitments may advance the termination
date to Dec. 1, 2013, if on Dec. 1, 2013, CCO and its subsidiaries
do not have less than $1 billion of indebtedness with maturities
between Jan.  1, 2014 and April 30, 2014.  Key financial covenants
include maintenance tests for total leverage (5.0x) and senior
secured (first lien 4.0x) leverage measured at the CCO level of
Charter's debt structure.

The Stable Outlook reflects Fitch's belief that the company will
continue to extend its maturity schedule and Fitch's expectation
that Charter's operating profile will not materially decline
during the near term in the face of competition and poor housing
and employment conditions.


CCO HOLDINGS: Moody's Assigns 'B2' Rating to $750 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD5-81%) rating to the
proposed $750 million issuance of new senior unsecured notes due
2019 by CCO Holdings, LLC, an indirect intermediate holding
company of Charter Communications, Inc., and Ba3-rated CCH II, LLC
(the legal entity where the fundamental benchmark Corporate Family
Rating, or CFR, is housed).  Moody's also raised its ratings for
the senior secured second lien notes of subsidiary Charter
Communications Operating, LLC to Ba3 (LGD4-54%) from B1 (LGD4-
60%).  All other ratings were affirmed, including the Ba3 CFR and
Ba3 Probability of Default Rating.  LGD point estimates have been
revised to reflect the proforma capital structure assuming
successful completion of the pending transactions, as expected.
The rating outlook was also revised to positive from stable.

This summary lists Moody's current ratings and the actions for
Charter's rated subsidiaries:

Issuer: CCH II, LLC

  -- Corporate Family Rating, affirmed Ba3

  -- Probability of Default Rating, affirmed Ba3

  -- Speculative Grade Liquidity Rating, SGL-1

  -- $1,766 Million of 13.5% Sr Unsec Nts due 2016, affirmed B2
     (LGD6-93%)

Issuer: CCO Holdings, LLC

  -- $750 Million of NEW Sr Unsec Nts due 2019, assigned B2 (LGD5-
     81%)

  -- $1,000 Million of 7.25% Sr Unsec Nts due 2017, affirmed B2
     (to LGD5-81% from LGD5-82%)

  -- $900 Million of 7.875% Sr Unsec Nts due 2018, affirmed B2 (to
     LGD5-81% from LGD5-82%)

  -- $700 Million of 8.125% Sr Unsec Nts due 2020, affirmed B2 (to
     LGD5-81% from LGD5-82%)

  -- $350 Million Sr Sec 1st Lien (but CCO stock only; hence,
     effectively 3rd Lien) Credit Facility due 2014, affirmed B1
     (to LGD4-65% from LGD5-71%)

Issuer: Charter Communications Operating, LLC

  -- $1,100 Million of 8% Sr Sec 2nd Lien (CCO assets) Nts due
     2012, upgraded to Ba3 (LGD4-54%) from B1 (LGD4-60%)

  -- $546 Million of 10.875% Sr Sec 2nd Lien (CCO assets) Nts due
     2014, upgraded to Ba3 (LGD4-54%) from B1 (LGD4-60%)

  -- $1,300 Million (approximately $387 Million proforma drawn for
     all pending transactions) Sr Sec 1st Lien (CCO assets)
     Revolving Credit Facility due 2015*, affirmed Ba1 (to LGD2-
     20% from LGD2-23%)

  -- $199 Million Sr Sec 1st Lien (CCO assets) Non-Revolving
     Credit Facility due 2013, affirmed Ba1 (to LGD2-20% from
     LGD2-23%)

  -- $3,001 Million Sr Sec 1st Lien (CCO assets) Term Loan C due
     2016, affirmed Ba1 (to LGD2-20% from LGD2-23%)

  -- $3,337 Million (approximately $1,554 Million proforma
     outstanding for all pending transactions) Sr Sec 1st Lien
     (CCO assets) Term Loan B-1 due 2014, affirmed Ba1 (to LGD2-
     20% from LGD2-23%)

  -- $500 Million (approximately $408 Million proforma outstanding
     for all pending transactions) Sr Sec 1st Lien (CCO assets)
     Term Loan B-2 due 2014, affirmed Ba1 (to LGD2-20% from LGD2-
     23%)

  * due December 2013 if CCO still has more than $1 billion of
    debt maturing between Jan. and Apr. 2014

                        Ratings Rationale

Proceeds from the proposed new senior unsecured bond offering will
be used to repay an approximately equivalent amount of the senior
secured first lien CCO B Term Loans, plus associated transaction
fees.  "While the impact of the pending transaction is largely
neutral on a stand-alone basis, the cumulative effect of recent
refinancing activities has solidified the financial health of the
company and thereby enhanced the prospect of further operational,
financial and rating improvements in future periods," noted
Russell Solomon, Moody's Senior Vice President and lead analyst
for the company.  "We continue to see prudent fiscal management
via extension and smoothing of debt maturities at economically
attractive rates, with the concerted re-balancing of capital
between the main operating and holding companies since the company
emerged from bankruptcy in November 2009 as the primary impetus
for instrument-specific rating upgrades to date."

The B2 rating for the new CCO Holdings senior unsecured notes
reflect their structural and effective subordination to the
reduced but still sizeable amount of secured debt claims residing
at CCO.  While Moody's Loss Given Default Methodology affords the
prospect that B1 ratings may have been appropriate for this debt
class based on the aforementioned shift in capital mix, the rating
agency affirmed the existing pari-passu instrument ratings and
assigned equivalent B2 ratings to this new debt as the implied
expected loss rates fall at the cusp of B1 and B2.  Moreover, the
B2 rating was deemed to more appropriately reflect the relative
perceived risk of these claims in the context of all others in the
company's consolidated waterfall of liabilities.  Because of this
effective override, however, ratings for the senior unsecured debt
of CCO Holdings could be raised if the transaction is meaningfully
upsized and/or in conjunction with future follow-on offerings of a
similar nature wherein holding company debt is issued to
permanently repay senior-ranking operating company debt.

The rating upgrades of the CCO second lien debt ($1.65 billion in
aggregate), to Ba3 from B1, follow recent upgrades of the CCO
first lien debt (to Ba1 from Ba2) in September 2010 and reflect
ongoing application of Moody's Loss Given Default Methodology.
Specifically, the upgrades incorporate the anticipated like-amount
pay-down of CCO term debt in short order with the net proceeds
from the new CCO Holdings bond offering.  The net effect of these
changes in capital mix for the consolidated company is now a
smaller amount of effectively senior secured debt of CCO (i.e.;
the first lien debt, proforma for its pay-down, causing estimated
loss rates for the same to decline to 20% from 23%, albeit still
hold at LGD2 overall) and a larger amount of junior-ranking senior
unsecured debt at intermediate holding company CCO Holdings.
This, in turn, affords modestly higher recovery prospects and more
debt cushion for senior secured second and third lien creditors,
as reflected in higher instrument ratings fro second lien debt
holders and improved LGD point estimates for both second and third
lien debt holders (to 54% and 65% for the second and third lien
notes, respectively, from 60% and 71% previously).

The positive outlook reflects the company's steadily improving
financial profile (of which the debt maturity profile remains an
important component) and expectations that enhanced financial
flexibility will afford the company greater opportunity to make
incremental infrastructure and other investments that will
ultimately generate better returns and facilitate further balance
sheet strengthening over time.  Moreover, such improvements should
be of a sufficient magnitude to warrant consideration of
prospective positive change(s) in the company's fundamental
benchmark ratings (i.e.; CFR, PDR) over the next 12-to-18 months.
The Ba3 CFR continues to broadly reflect the company's moderately
high financial risk, as evidenced by debt-to-EBITDA leverage of
approximately 5.2x, albeit declining, and a highly competitive
operating environment for increasingly mature core product
offerings.  The rating is supported, however, by the company's
large size, expectations of continued operational improvements and
ancillary growth opportunities, and meaningful perceived
underlying asset value associated with its sizeable (albeit still
shrinking) 5+ million customer base.

The SGL-1 rating reflects Moody's expectation that Charter will
maintain a robust liquidity profile over the next twelve months.
With healthy projected annual free cash flow of $500 million or
more (with some variability afforded for additional capital
investments), significant availability under existing revolving
lines of credit and very modest near-term debt amortization
requirements, the company's liquidity position continues to be
best characterized as "very good."

The last rating action was on September 20, 2010 when Moody's
assigned a B2 rating to CCO Holdings' then-proposed senior
unsecured bond offering ($750 million initially, and subsequently
increased to $1 billion), raised CCO's senior secured first lien
bank debt ratings to Ba1 from Ba2, and affirmed Charter's Ba3 CFR
and Ba3 PDR, among other ratings.  Additional information can be
found on www.moodys.com, including a December 22, 2010 Analysis
entitled "Charter Communications, Inc. -- From Bankruptcy to
Investment Grade?"

Charter Communications, Inc., is one of the largest domestic cable
multiple system operators serving approximately 4.7 million basic
subscribers (5.2 million customers in total, incorporating both
video and non-video, residential and commercial customers) and
generating annual revenues approximating $7 billion.  The company
maintains its headquarters in St.  Louis, Missouri.


CELL THERAPEUTICS: J. Bianco Disposes of 250,000 Common Stock
-------------------------------------------------------------
James A. Bianco, a director and chief executive officer at Cell
Therapeutics Inc., disclosed in a Form 4 filing with the
Securities and Exchange Commission, on January 3, 2011, that he
disposed of 100,000 shares of common stock of the company on
December 30, 2010 and 150,000 shares of common stock on December
31, 2010.  At the end of the transaction, Mr. Bianco beneficially
owned 12,298,638 shares of common stock.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at September 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CELL THERAPEUTICS: P. Nudelman Disposes of 39,483 Common Stock
--------------------------------------------------------------
In a Form 4 filing with the Securities and Exchange Commission on
January 3, 2011, Phillip M. Nudelman PHD, a director at Cell
Therapeutics Inc., disclosed that he disposed of shares of common
stock of the company on December 31, 3010:

                                              Shares
                                        Beneficially Owned
      Amount            Price            After Transaction
      ------            ------          ------------------
      1,500             $0.363                2,353,365
      5,801             $0.364                2,347,564
      6,645             $0.365                2,340,919
      6,345             $0.366                2,334,574
      3,800             $0.367                2,330,774
      4,651             $0.368                2,326,123
     10,741             $0.37                 2,315,382

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at September 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CEMEX SAB: S&P Assigns 'B' Senior Rating to $1 Bil. Notes
---------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
senior secured debt rating to the proposed issuance of up to
$1 billion in long-term notes due 2018 by Cemex, S.A.B de C.V.  At
the same time, S&P is affirming its 'B' global scale and 'mxBB+'
national scale corporate credit ratings on Cemex.

"Standard & Poor's Ratings Services' ratings on Cemex S.A.B. de
C.V. and its key subsidiaries -- Cemex Inc., Cemex Mexico S.A. de
C.V., and Cemex Espana S.A. -- reflect its highly leveraged
financial risk profile, which has a less-than-adequate liquidity
position and a relatively high concentration of its cash flow
generation in a few key operating markets despite geographic
diversification," said Standard & Poor's credit analyst Laura
Martinez.  S&P believes the business risk profile is satisfactory,
given the group's leading position in the global cement, concrete,
aggregates, and ready-mix businesses; proven operating turnaround
experience; and operating efficiency.  S&P has equalized the
ratings on Cemex Mexico, Cemex Inc., and Cemex Espana because of
the strategic importance of each of these subsidiaries to the
group.

During the first nine months of 2010, Cemex continued to show weak
results as a consequence of a slower-than-expected recovery in key
markets, particularly in the U.S. Cemex's revenues declined by 6%
compared with the same period a year earlier, on a like-to-like
basis.  Volumes remained stable for cement but declined 8% for
ready-mix and 6% for aggregates, with downward price pressures in
most markets.  This has further affected Cemex's cash flow
generation and cash flow protection measures.

For the 12 months ended Sept. 30, 2010, Cemex posted adjusted
total debt to EBITDA, EBITDA interest coverage, and funds from
operations to total debt of 9.4x, 1.5x, and 1.5%, respectively,
compared with 6.6x, 3.1x, and 3.2% a year earlier.  S&P
anticipates Cemex will continue to post weak financial metrics by
year-end 2011 as a result of expected continued weakness in cement
demand in the U.S. and some European countries.  S&P anticipates a
moderate recovery in 2012.

Cemex's liquidity is less than adequate, in S&P's view.  As of
Sept. 30, 2010, the company's cash position was $842.4 million,
and it faced $644 million in short-term debt maturities, mainly in
revolving credit lines and medium-term notes.  Cemex also faces a
$360 million payment by September 2011, related to the exercise of
Ready Mix USA's put option.  Through the proposed bond issuance,
Cemex will refinance a significant portion of its 2011 and 2012
maturities, improving its debt maturity schedule.  S&P expects
the company will generate free operating cash flow of about
$180 million and $450 million in 2010 and 2011, respectively.
S&P believes Cemex's own cash flow generation and/or refinancing
efforts will be sufficient to cover the remaining debt maturing
over the next two years.  However, it will need to seek
refinancing alternatives for the 2014 maturity of its syndicated
term facility, which totals $6.8 billion.

Cemex improved its covenant headroom through the amendment it
reached in October 2010 with the financing agreement lenders.
However, this still remains tight, and S&P believes the company
may need to renegotiate these covenants in the near term if its
financial performance doesn't begin to show an improvement during
the next few quarters.  Among other conditions, the recent
amendment requires that Cemex raises at least $1 billion of equity
or equity-like instruments by Sept. 30, 2011, to prepay debt.
Otherwise, an additional 100-basis-point margin step-up will
apply.

S&P assigned the proposed issuance of up to $1 billion in long-
term senior secured notes due 2018 by Cemex an issue-level rating
of 'B'.  S&P assigned the notes a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default.

The stable outlook reflects S&P's expectation that Cemex's FOCF
will recover slowly in 2011 and continue further improvement
thereafter, affecting its key financial ratios accordingly, and
that the company will remain successful in its efforts to
refinance its debt.  In S&P's base-case scenario, S&P expects that
Cemex will post an adjusted total debt to EBITDA of about 8.5x and
an FFO to total debt of about 5.0% in 2011, followed by a further
gradual improvement.  S&P could raise the rating if the company
improves its FFO to adjusted net debt to more than 12% and its
total net debt to EBITDA to less than 5x.  S&P believes this would
result from a significant increase in volumes in its operations in
the U.S. A negative action is possible if the company's volumes
continue to decline, leading to a further deterioration in its
liquidity and financial performance, or if a covenant breach
becomes a potential risk.


CENTAUR LLC: Seeks More Exclusivity as Insurance for Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centaur LLC is presenting its Chapter 11 plan for
confirmation at a hearing on Feb. 1.  Out of an abundance of
caution, the Debtor is seeking an extension until March 31 of the
exclusive right to solicit plan votes.  The exclusivity motion is
on the Court's calendar for Feb. 1.

The Official Committee of Unsecured Creditors reached a settlement
in December with secured lenders designed to remove opposition to
Centaur's Chapter 11 plan.  The settlement resolves the challenges
of the Creditors Committee on the validity of the prepetition
liens and claims of the prepetition lenders.

                        About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.
Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.

A group of affiliates led by Valley View Downs, LP, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.


CENTRA PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Centra Properties, LLC
        16033 Champion Drive
        Spring, TX 77379

Bankruptcy Case No.: 11-30138

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Karen R. Emmott, Esq.
                  ATTORNEY AT LAW
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: (713) 739-0008
                  Fax: (713) 481-6262
                  E-mail: karen.emmott@sbcglobal.net

Scheduled Assets: $2,527,076

Scheduled Debts: $1,472,429

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-30138.pdf

The petition was signed by Aroon Patel, manager/member.


CHARTER COMMUNICATIONS: S&P Assigns Ratings to $750 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level ratings to $750 million of unsecured notes due 2019 to be
issued by subsidiaries of St. Louis-based cable TV operator
Charter Communications Inc.  S&P also raised the issue level
ratings on a portion of the company's existing unsecured debt.
The outlook is stable.

S&P rates the new notes, co-issued by Charter subsidiaries CCO
Holdings LLC and CCO Holdings Capital Corp., at 'B+' with a '5'
recovery rating, indicating S&P's expectation for modest (10%-30%)
recovery of principal in the event of a payment default.  The
company intends to use the note proceeds to repay secured bank
debt.

Reflecting the improved recovery prospects resulting from
reduction of the company's bank debt, S&P raised the issue-level
ratings on $2.6 billion of existing unsecured debt at CCO Holdings
LLC/CCO Holdings Capital Corp. to 'B+' from 'B'.  S&P also revised
the recovery rating on that debt to '5' from '6'.  The '5'
recovery rating indicates S&P's current expectation for modest
(10%-30%) recovery of principal in the event of payment default,
while the prior '6' recovery ratings indicated only negligible
(0%-10%) recovery.

The 'BB-' corporate credit rating on Charter remains unchanged.
Additionally, the ratings on Charter's secured first-, second-,
and third-lien debt and the unsecured debt at the CCH II LLC/CCH
II Capital Corp. level are unchanged.  Charter reported just over
$13 billion of debt at Sept. 30, 2010.

                          Ratings List

                   Charter Communications Inc.

         Corporate Credit Rating            BB-/Stable/--

                           New Ratings

                        CCO Holdings LLC
                    CCO Holdings Capital Corp.

                        Senior Unsecured

              $750 Mil. Notes due 2019          B+
               Recovery Rating                  5

                 Upgraded; Recovery Rating Revised

                        CCO Holdings LLC
                   CCO Holdings Capital Corp.

                                              To     From
                                              --     ----
           Senior Unsecured                   B+     B
             Recovery Rating                  5      6


CHASSEUR, L.P.: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Chasseur, L.P.
        308 W. Parkwood, Suite 140-A
        Friendswood, TX 77546

Bankruptcy Case No.: 11-30187

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Michael J. Durrschmidt, Esq.
                  HIRSCH & WESTHEIMER
                  700 Louisiana, 25th Floor
                  Houston, TX 77002-2728
                  Tel: (713) 220-9165
                  Fax: (713) 223-9319
                  E-mail: mdurrschmidt@hirschwest.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 Jerome Karam of Kanatis Investments,
Inc., general partner.


CMB III: Can Use Union Fidelity's Cash Collateral Until Jan. 31
---------------------------------------------------------------
C.M.B. III, L.L.C., has reached an agreement with Union Fidelity
Life Insurance Company allowing the interim use of cash collateral
until January 31, 2011.

On September 7, 2006, Union Fidelity made a loan to the Debtor
evidenced by, among other things, a Promissory Note dated
September 7, 2006, in the original principal amount of $18 million
executed by the Debtor in favor of Union Fidelity.  As of
August 31, 2010, Union Fidelity asserts that the outstanding
amounts owing from the Debtor to Union Fidelity were at least
$17,033,009.78, including principal, accrued interest and late
charges.

As reported by the Troubled Company Reporter on October 7, 2010,
Union Fidelity asked the Court to not allow the Debtor to use cash
collateral.  The Debtor hadn't sought court approval on cash
collateral use.  Union Fidelity asserted that it is entitled to an
super-priority administrative claim, replacement liens, adequate
protection payments, and sanctions.

The Debtor has agreed with APS to deposit $140,000 as a utility
cash deposit relating to any utility use that may be incurred in
connection with the Debtor's property.  The Debtor acknowledges
and agrees that the $140,000 Deposit constitutes Union Fidelity's
cash collateral and that all of Union Fidelity's rights and
remedies relating to the $140,000 Deposit are hereby fully
reserved.  In the event Union Fidelity (i) obtains stay relief in
connection with the Property and has a receiver appointed as
custodian of the Property, or (ii) otherwise takes possession and
control of the Property, via judicial foreclosure, non-judicial
foreclosure, or otherwise, then Union Fidelity will be entitled to
a refund of the $140,000 Deposit (or all remaining balance
thereof) from APS or will otherwise be entitled to direct APS to
apply the $140,000 Deposit (or all remaining balance thereof) to
past due or future utility bills owing to APS.

Union Fidelity will have, to the same extent and priority as Union
Fidelity's prepetition lien in the Property, a post-petition
replacement lien.

The Debtor will (i) upon five business days written notice,
provide Union Fidelity with access to verify cash balances,
deposits, withdrawals and other bank account information, and
reasonable access to the Debtor's books and records; and
(ii) within 10 business days from the end of each month, provide
Union Fidelity with a report of its actual use of the Cash
Collateral as compared to the amounts set forth in the budget.
The Debtor will use the money pursuant to a budget, a copy of
which is available for free at:

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

The reports will also reflect that month's beginning and ending
cash balances for the Debtor.

The Debtor has obtained approval the U.S. Bankruptcy Court for the
District of Arizona to use the Cash Collateral.

                        About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
September 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie
Brown & Bain P.A., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


CMB III: Hearing on Creditor's Dismissal Motion Set for Jan. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will hold a
hearing on the motion to dismiss C.M.B. III, L.L.C.'s bankruptcy
case on January 7, 2010, at 1:30 p.m.

Union Fidelity Life Insurance Company, a secured creditor and
party-in-interest in the Debtor's Chapter 11 bankruptcy case filed
a limited objection to the Debtor's motion for authorization to
use cash collateral and motion to dismiss bankruptcy case.  Union
Fidelity requests that the Court dismiss the Bankruptcy Case.

As reported by the Troubled Company Reporter on October 7, 2010,
Union Fidelity asked the Court to not allow the Debtor to use cash
collateral.  The Debtor hadn't sought court approval on cash
collateral use.  Union Fidelity asserted that it is entitled to an
super-priority administrative claim, replacement liens, adequate
protection payments, and sanctions.

According to Union Fidelity, the Debtor's property lacks equity.
The only cash of the Debtor consists of the prepetition rents that
were converted and not remitted to Union Fidelity.  Union Fidelity
said that prepetition, the Debtor failed to reserve for the
payment of property taxes, failed to segregate and hold tenants'
security deposits, and deferred substantial maintenance on the
Property.  "In addition, and even more egregious, according to the
Statement of Financial Affairs filed by the Debtor, the Debtor
distributed over $1.4 million to its equity member two months
prior to filing this case," Union Fidelity stated.

Union Fidelity claimed that the Debtor lacks sufficient cash to
pay all outstanding expenses, pay utility deposits, hold security
deposits, and perform necessary maintenance.  Union Fidelity said,
"The only possible manner in which this Debtor will be able to
reorganize is if the Debtor can enter into leases with new tenants
to fill the substantial vacant space in the Property.  Yet, the
Debtor also does not have any funds reserved for the completion of
tenant improvements.  In short, it appears that this case is dead
on arrival, and the Debtor's only 'plan' to reorganize is to spend
all of Union Fidelity's rents for several months on large, one-
time expenses that should have been paid or reserved for by the
Debtor prepetition, while remitting no payments to Union Fidelity.
Union Fidelity is not being adequately protected for the
expenditure of its rents, and the Debtor simply does not have
sufficient cash to cover all immediate expenses."

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
September 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie
Brown & Bain P.A., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Chapter 11 filing.


COCHRAN CORPORATION: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cochran Corporation
          dba Cochran Financial Corporation
        4252 Cochran Chapel Road
        Dallas, TX 75209

Bankruptcy Case No.: 11-40071

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Gregory A. Whittmore, Esq.
                  5910 N. Central Expressway, Suite 1010
                  Dallas, TX 75206
                  Tel: (214) 891-6277
                  Fax: (214) 891-6275
                  E-mail: kearsage@msn.com

Scheduled Assets: $6,850,000

Scheduled Debts: $4,138,737

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb11-40071.pdf

The petition was signed by John Sullivan, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kaza Denton Investments, Ltd.         11-40065            01/03/11


COMMSCOPE INC: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
the newly acquired CommScope, Inc.  Moody's also assigned a Ba3 to
the company's new secured term loan and a B3 rating to its new
senior unsecured notes.  The facilities along with an unrated ABL
revolver and equity from private equity firm, The Carlyle Group,
will be used to take CommScope private.  The ratings outlook is
stable.

                        Ratings Rationale

The company's B2 rating reflects the high leverage of 5.8x pro
forma for the acquisition and the cyclicality of the business.
The ratings are also tempered by the frequency and severity of
downturns in the connectivity industry and challenges in
predicting carrier spending patterns as well as the company's
acquisition history.  The company is considered a strong B2
however, given the company's market leading positions across
multiple end-markets, the size and diversification of the combined
company post the integration of the Andrew acquisition and the
seasoned management team which has steered the company through
multiple industry cycles.

The ratings continue to reflect the slow recovery in the company's
wireless carrier business, its largest end market, which have been
impacted by the downturn and the inherent large fluctuations in
telecom carrier build-out and upgrade spending.  Although it has
difficult to predict end markets, the company has good cash flow
generating capabilities in up and down markets.

These ratings were assigned:

  -- Corporate family rating: B2

  -- Probability of default: B2

  -- $1.0 billion senior secured term loan due 2018, Ba3, LGD2
     (28%)

  -- $1.5 billion senior unsecured notes due 2019, B3, LGD5 (76%)

Upon closing of the transaction all prior CommScope ratings will
be withdrawn.

The stable outlook reflects the expectation that the company's end
markets have stabilized and will continue to recover.  The outlook
also accommodates moderate acquisition activity as well as
"lumpiness" in the performance of the wireless business.  The
company could face upward ratings pressure if leverage can be
sustained under 5.0x.

Moody's most recent rating action was on June 29, 2010, when
Moody's revised CommScope's ratings outlook to positive.

CommScope Inc., headquartered in Hickory, North Carolina, is a
leading global provider of connectivity and infrastructure
solutions targeted towards cable and telecom service providers as
well as the enterprise market.  The company had LTM revenues for
the period ended September 30, 2010, of approximately
$3.1 billion.


COMMSCOPE INC: S&P Downgrades Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
corporate credit rating on Hickory, N.C.-based CommScope Inc. to
'B+' from 'BB-' and removed it from CreditWatch, where it was
placed with negative implications on Oct. 25, 2010, following the
company's announcement that it was participating in discussions
with private-equity sponsor The Carlyle Group regarding a going-
private transaction.  The outlook is negative.

Simultaneously, S&P assigned a 'BB' issue-level rating and '1'
recovery rating to CommScope's proposed $1 billion senior secured
term loan due 2017.  The '1' recovery rating indicates
expectations for very high (90% to 100%) recovery in the event of
a payment default.  S&P also assigned a 'B' issue-level rating and
'5' recovery rating to the company's proposed $1.5 billion of
senior notes due 2018.  The '5' recovery rating indicates
expectations for modest (10% to 30%) recovery in the event of a
payment default.  The notes are being issued under rule 144(A).
CommScope intends to use aggregate debt proceeds of $2.715 billion
(which includes $215 million of ABL borrowings), along with a
$1.6 billion equity investment from Carlyle and cash on hand,
to finance the $3.1 billion acquisition price for CommScope,
refinance or retire about $1.4 billion of existing debt, and pay
$220 million of related fees and expenses.

Issue-level ratings on CommScope's existing senior secured term
loan due 2014 ($697.6 million outstanding at Sept. 30, 2010),
senior secured term loan due 2013 ($354.7 million outstanding at
Sept, 30, 2010), and $287.5 million of senior subordinated
convertible notes due 2015 remain on CreditWatch with negative
implications and will be withdrawn once the acquisition is
completed, which S&P expects will occur in the first quarter of
2011.  Debt, pro forma for the proposed acquisition of CommScope
by Carlyle, totals about $2.723 billion.

"The downgrade reflects S&P's view that higher debt levels and
interest expense associated with Carlyle's proposed acquisition of
CommScope will weaken the company's financial profile," said
Standard & Poor's credit analyst Susan Madison.  Upon completion
of the acquisition, S&P expects debt (adjusted for operating
leases, pensions, and other post-retirement benefits) to EBITDA to
increase to about 5.7x, up from about 2.9x at Sept. 30, 2010.  S&P
also expect funds from operations to adjusted debt to decline to
7% to 8%, down from the current level of about 20%.

"The negative outlook reflects CommScope's limited ability to
absorb near-term revenue declines or margin erosion at the current
'B+' rating," added Ms.  Madison.  CommScope is a global provider
of infrastructure solutions for wireless, business enterprise, and
residential broadband networks.

The ratings on CommScope reflect the company's fair business
profile, with favorable long-term demand fundamentals, tempered by
a limited contracted revenue base, and a financial profile which
S&P considers highly leveraged after the LBO transaction,
reflecting both deterioration in credit metrics and a more
aggressive financial policy given the private-equity ownership.


DELTA PETROLEUM: S&P Assigns 'CCC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
corporate credit and unsecured debt ratings to Delta Petroleum
Corp.  S&P also assigned its '4' recovery rating to the company's
$150 million unsecured notes due 2015 and $115 million senior
convertible notes.  The outlook is negative.

"S&P's ratings on Delta reflect the company's uneconomic cost
structure, a small reserve base that is almost entirely natural
gas, very aggressive leverage, and weak liquidity," said Standard
& Poor's credit analyst Marc D. Bromberg.  Although it recently
closed a $100 million credit facility maturing Jan. 31, 2012 (with
a $50 million initial commitment), which allowed Delta to satisfy
its previous $35 million revolver that was due this month, S&P
think it is unlikely that the company will be able to meet its
operating obligations throughout 2011.  S&P characterize Delta's
business profile as vulnerable and its financial risk profile as
highly leveraged.

Delta is a small exploration and production operator, with proved
reserves of 154 Bcfe (billion cubic feet equivalent).  A majority
of these reserves are in the Rocky Mountain region, where gas
differentials tend to be volatile.  S&P views the company's
breakeven cost structure to be very high and uneconomical, at more
than $11 per thousand cubic feet equivalent, including general and
administrative expenses of about $2.50, interest costs of about
$2.70, lifting costs of about $2.80, and three-year all-in finding
and development costs, excluding revisions, of $2.40 per mcfe.
When compared with Standard & Poor's long-term pricing assumption
of $5.00 per mcfe of natural gas, the viability of this structure
is doubtful.

The financial risk profile is highly leveraged.  Financial
measures lag those of peers, given Delta's high costs, substantial
debt leverage, and the expectation of continued funding
requirements.  Because of its high cost structure, S&P think the
company will outspend internally generated cash flow over the
next several quarters, at a similar range as the last several
($10 million to $30 million per quarter).  Debt as of Sept. 30,
2010, was $560 million, inclusive of operating leases and asset
retirement obligations.  S&P think that EBITDA in early 2011 will
be flat to slightly negative, with minimal capital expenditures
that limit internal production growth.  As a result, S&P envision
annualized debt to EBITDA that is little changed from about 30x
currently.

The negative outlook reflects S&P's expectation that Delta will be
unable to meet near-term maturities, given its view that fixed
spending requirements will further erode liquidity.  S&P views
both asset sales and internally generated cash flow as unlikely
sources to meet spending needs.

A revision of the outlook to positive, which S&P considers
unlikely, would also depend on S&P's expectation that Delta can
reach a cost structure below its current expectation for Henry Hub
natural gas, which is $4.50 per mcf in 2011 and $5 in 2012 and
thereafter.


DOWNEY FINANCIAL: Bondholders Step Into Tax Refund Fight
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Downey Financial
Corp. bondholders owed $200 million have moved to step into the
Debtor's fight with federal bank regulators over a $390 million
tax refund.

The Troubled Company Reporter, citing Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported on November 2,
2010, that the bankruptcy trustee for Downey Financial sued the
Federal Deposit Insurance Corp., asking the bankruptcy court to
decide who's entitled to receive almost $400 million in federal
income tax refunds.  The FDIC was named receiver for Downey
Financial's savings bank unit when it was taken over.

According to Mr. Rochelle, the Chapter 7 trustee for Downey, which
didn't even try to reorganize in Chapter 11, argued that the
parent had the right under a tax-sharing agreement to file tax
returns for the bank subsidiary.  The trustee likewise argued that
any refunds paid by the IRS aren't held in trust for the bank,
even though losses at the bank created the right to refunds.

The Chapter 7 trustee, Mr. Rochelle said, believes that there is
nothing more than a debtor-creditor relationship between the
parent and the FDIC as receiver for the failed bank subsidiary.
Consequently, the trustee believes the FDIC is only an unsecured
creditor of the bankrupt parent.

According to the report, the IRS has already paid $17.5 million
which is being held in an escrow account under an interim
agreement between the trustee and the FDIC. The agreement
contemplates that a court will decide who's entitled to the
refund.  The trustee for the parent has filed refund claims for
another additional $373.8 million.

Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del.
08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision
closed its banking unit Downey Savings & Loan Association, F.A.,
on Nov. 21, 2008, and appointed the FDIC as receiver.  Montague S.
Claybrook serves as the Chapter 7 Trustee, and is represented by
William H. Stassen, Esq., at Fox Rothschild LLP.

As soon as the bank was taken over, the assets of the thrift
subsidiary were purchased by U.S. Bank NA in a transaction
assisted by the FDIC.  The Downey bank failure cost the FDIC
insurance fund $1.4 billion, the agency said at the time.


DRYSHIPS INC: Unit Takes Delivery of First Newbuilding Drillship
----------------------------------------------------------------
DryShips Inc. announced that its 78% owned subsidiary Ocean Rig
UDW Inc. successfully took delivery of its newbuilding drillship,
the Ocean Rig Corcovado.

The Ocean Rig Corcovado is the first to be delivered of the four
sister drillship vessels that are being constructed at Samsung
Heavy Industries.  The construction of all vessels is progressing
well and according to schedule.  The vessels are sixth generation
advanced capability ultra-deep water drillships, each with a
drilling capability of 10,000 feet.

The naming ceremony of the first two vessels, Ocean Rig Corcovado
and Ocean Rig Olympia, was successfully held in December 2010, at
Samsung shipyard.

George Economou, Chairman and Chief Executive Officer of DryShips
commented:

"The delivery of our first newbuilding drillship represents a new
milestone in the realization of our business strategy in the ultra
deep water drilling sector.  With Ocean Rig UDW's successful
private placement offering we have positioned Ocean Rig to be a
pure play in the ultra deepwater drilling sector with contracts
and a balance sheet that is self-sustaining.

"By the end of 2011, Ocean Rig, an experienced ultra deep water
operator, will have an operational fleet of four state of the art
ultra deepwater drillships, plus options to build another four,
and two ultra deep water semisubmersible drilling rigs,
representing one of the largest ultra deepwater fleets and only
pure play entity in the sector.

"The current environment for the ultra deepwater market has
improved from the summer low levels we experienced and we believe
that rates have turned a corner after bottoming in the third
quarter 2010.  We believe that the ultra deep water drilling
sector has strong fundamentals, as deepwater drilling is the most
viable source of new oil supplies.  There are positive signs of
discovery and long term potential in established and new areas
around the world."

                        About DryShips Inc.

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

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

The Company's balance sheet at Sept. 30, 2010, showed
$5.80 million in total assets, $1.90 million in total current
liabilities, $1.10 million in total noncurrent liabilities, and
stockholders' equity of $2.80 million.

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

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.



EAGLE INDUSTRIES: Gets Final Nod to Use Cash Collateral
-------------------------------------------------------
The Hon. Joan A. Lloyd of the U.S. Bankruptcy Court for the
Western District of Kentucky has authorized Eagle Industries, LLC,
and Eagle Transportation, LLC, to use on a final basis the cash
collateral of Citizens First Bank until February 24, 2011.

As reported by the Troubled Company Reporter on November 9,
2010the Debtors sought and obtained the Court's interim
authorization to use the cash collateral.  Citizens First was
willing to let the Debtor use its cash collateral through
November 18, 2010.

From time to time prior to the Petition Date, the Debtor borrowed
money and received other financial accommodations from Citizens
First.  Citizens First was granted security interests and liens
on, among other things, all of the Debtor's accounts receivable,
inventory, equipment, certain trucks and trailers, chattel paper,
and general intangibles.  As of the Petition Date, the outstanding
Citizens First Pre-Petition Indebtedness was in excess of
$3,671,140.28.

David M. Cantor, Esq., at Seiller Waterman LLC, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  Citizens First is willing to permit
the Debtor to use its cash collateral through February 24, 2011.

The Debtors will maintain at Citizens First all of their debtor-
in-possession bank accounts and the Debtors will deposit into the
DIP Bank Accounts all proceeds of the Citizens First Pre-Petition
Collateral and the post-petition collateral.

Citizens First is granted first priority post-petition replacement
security interests and liens upon all of the post-petition
property of the Debtor that is similar to the property on which it
held its pre-petition liens.

In the event that the adequate protection granted to Citizens
First hereunder fails to adequately protect Citizens First's
interests in the cash collateral, the Citizens First Pre-Petition
Collateral and the post-petition collateral, Citizens First is
granted an administrative expense claim which.

In addition to all reports required under the Citizens First Loan
Documents, the Debtor shall provide Citizens First with: (i) all
reports and documents made available to this Court, the United
States Trustee, any officially appointed committee and any other
parties in interest; (ii) all financial records requested by
Citizens First including, without limitation (x) on each Tuesday,
beginning November 23, 2010, a borrowing base certificate setting
forth the Borrowing Base calculated as of the Friday before,
setting forth information required by Citizens First, (y) on each
Tuesday, beginning November 23, 2010, a rolling 13 week cash
budget setting forth the Debtor's budgeted revenues and expenses
(the "Cash Budget") and calculating the Debtor's performance as
compared to the Cash Budget, and (z) balance sheets, operating
statements and projections; (iii) on each Tuesday, beginning
November 23, 2010, a report detailing the uses of cash by the
Debtor for the prior week in a form acceptable to Citizens First;
and (iv) on each Tuesday, November 23, 2010, an aging of all
accounts receivable by customer.

The Debtors will make these payments to Citizens First on these
dates and failure to make the payments on or before such dates
will automatically be a default under the Final Order:

                                                        Payment
                    Amount   Rate    Repayment Terms    Amount
                    ------   ----    ---------------    -------
PP Line of Credit $3,285,000 5.25% Int due 12/10/2010  $15,301.27
                                   Int due  1/10/2011  $14,371.80
                                   Int due  2/10/2011  $14,850.86
                                   Int due  3/10/2011  $14,850.86
                                   Int due  4/10/2011  $13,413.68
                                   P& I due 5/10/2010  $27,000.00
                                   and each month
                                   thereafter

PP Equipment Term
Loan                $370,000 8.50% Int due 10/31/2010   $2,500.00
                                   Int due 11/30/2010   $2,620.00
                                   Int due 12/31/2010   $2,708.16
                                   P&I due 1/31/2011    $2,708.00
                                   P&I due 2/28/2011    $2,708.00
                                   P&I due 3/31/2011    $2,708.00
                                   P&I due 4/30/2011   $11,680.00
                                   and each month
                                   thereafter

                       About Eagle Industries

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D.
Ky. Case No. 10-11636).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


EAGLES CREST: Asks for Court's Permission to Use Cash Collateral
----------------------------------------------------------------
Eagles Crest Leasing Group 1, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Iowa to use
cash collateral until December 2011.

On February 16, 2005, the Debtor executed a certain promissory
note in the initial principal sum of $10.80 million in favor of
Bank of the West.  The Debtor also executed a certain commercial
security agreement, an assignment of rents, a construction
mortgage and other security agreements of February 16, 2005, that
are perfected by a financing statement filed with the Iowa
Secretary of State.  As of the Petition Date, the Debtor estimates
that the balance outstanding under the promissory note was
$10,980,609.40, plus all other costs and fees.

Jeffrey Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave, PC,
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/EAGLES_CREST_budget.pdf

The Debtor proposes to grant BOTW (i) a validly perfected first
priority lien on and security interest in all of the Debtor's
postpetition property and proceeds thereof; (ii) a superpriority
claim that will have priority in the Debtor's bankruptcy case over
all priority claims and unsecured claims against the Debtor and
its estate; (iii) replacement liens and security interests granted
to BOTW; and (iv) a claim having priority over all other
administrative expenses, in the event that the replacement liens
prove insufficient to enable BOTW to realize the amount of BOTW's
cash collateral.

The Debtor agrees to pay BOTW monthly adequate assurance payments
of interest only, at the rate of 4.25% per annum, and will be
applied in accordance with the loan documents.

Proceeds received from the sale of the collateral in the ordinary
course of business, and the collection of rents, accounts
receivable and profits, will be deposited in the DIP accounts.

By February 20, 2011, the Debtor will provide to BOTW an initial
aging of accounts receivable and accounts payable and a list of
inventory, plus total current operating expenses and total current
collections.  This report will be updated and provided to BOTW by
the 15th day of each month thereafter.

By February 20, 2011, the Debtor will prepare and provide BOTW a
balance sheet and income statement existing as of the filing date
of the Debtor's petition.  Within 20 days of each successive
month, the Debtor will provide an updated balance sheet and income
statement along with a copy of all monthly reports provided to the
Court and the U.S. Trustee.

All collateral will be insured to its full value, and the Debtor
will otherwise comply with the terms and conditions of BOTW.

BOTW objects to the Debtor's request to use cash collateral,
saying that it "would dispute and disagree with the proposed
monthly adequate assurance of payments of interest only at the
rate of 4.25% per annum and would propose, as an alternative, that
a monthly payment of principal and interest at the current
contract rate of interest pursuant to the Promissory Note is a
more appropriate, fair and reasonable monthly adequate
assurance/adequate protection in favor of lender."

BOTW says that it would further require and request that the
Debtor, within ten days following any final ruling by the Court on
the Debtor's Cash Collateral Motion, will have executed and
delivered in favor of Lender all such documents as the Lender may
require to establish with the Lender a deposit account into which
the Debtor will deposit, on or before the 15th day of each month,
beginning on January 15, 2011, an amount equal to 1/12th of the
yearly taxes and assessments then levied against the Real Estate.

BOTW is represented by Thomas H. Burke -- burke@whitfieldlaw.com -
- at Whitfield & Eddy, P.L.C.

                        About Eagles Crest

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, filed
for Chapter 11 bankruptcy protection on December 27, 2010 (Bankr.
S.D. Iowa Case No. 10-06103).  Jeffrey D. Goetz, Esq., at
Bradshaw, Fowler, Proctor & Fairgrave, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


EAGLES CREST: Section 341(a) Meeting Scheduled for Jan. 20
----------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of Eagles
Crest Leasing Group 1, LLC's creditors on January 20, 2011, at
2:30 p.m.  The meeting will be held at Room 783, Federal Building,
210 Walnut, Des Moines, IA 50309.

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.

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, filed
for Chapter 11 bankruptcy protection on December 27, 2010 (Bankr.
S.D. Iowa Case No. 10-06103).  Jeffrey D. Goetz, Esq., at
Bradshaw, Fowler, Proctor & Fairgrave, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


EAGLES CREST: Taps Bradshaw Fowler as Gen. Reorganization Counsel
-----------------------------------------------------------------
Eagles Crest Leasing Group 1, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Iowa to employ
Bradshaw, Fowler, Proctor & Fairgrave, P.C., as general
reorganization counsel.

Bradshaw Fowler will, among other things:

     a. conduct examinations of witnesses, claimants, or adverse
        parties and prepare and assist in the preparation of
        reports, accounts, and pleadings related to the Debtor's
        Chapter 11 case;

     b. advise the Debtor concerning the requirements of the U.S.
        Bankruptcy Code and applicable rules as the same affect
        the Debtor in the proceeding;

     c. assist the Debtor in the negotiation, formulation,
        confirmation, and implementation of a Chapter 11 Plan; and

     d. make any court appearances on behalf of the Debtor.

The Debtor entered into a legal services agreement dated
September 17, 2010, with Bradshaw Fowler that provided for the
Debtor to pay a $15,000 retainer as a guaranty for payment of
services.  Bradshaw Fowler earned and received $14,709.28 in fees
and costs for services provided prepetition, leaving $290.72 in
the Bradshaw Fowler Client Trust Account.  Bradshaw Fowler is
requesting authority to receive an additional, postpetition
retainer of $15,000, to be applied to postpetition attorney fees
and costs incurred, after application to and upon approval by the
Court.

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

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, filed
for Chapter 11 bankruptcy protection on December 27, 2010 (Bankr.
S.D. Iowa Case No. 10-06103).  The Debtor estimated its assets and
debts at $10 million to $50 million.


ECOSPHERE TECHNOLOGIES: Awards Stock Options to COO & CFO
---------------------------------------------------------
The board of directors at Ecosphere Technologies, Inc. awarded
stock options to its Chief Financial Officer Adrian Goldfarb and
its Chief Operating Officer Michael Donn, Sr. on December 23,
2010.

Options granted to Mr. Goldfarb consisted of 250,000 options that
were fully vested as of the grant date and 250,000 options that
were granted in anticipation of entering into a new employment
agreement, the terms of which are subject to further approval of
the board of directors.  Of Mr. Goldfarb's employment agreement
options, (i) 125,000 will vest on June 30, 2011; and (ii) 125,000
will vest on December 31, 2011, subject to Mr. Goldfarb's
execution of a new employment agreement and continued service as
an employee on each applicable vesting date.

Options granted to Mr. Donn consisted of 450,000 options that were
fully vested as of the grant date and 500,000 options that that
were granted in anticipation of entering into a new employment
agreement, the terms of which are subject to further approval of
the board of directors.  Of Mr. Donn's employment agreement
options, (i) 250,000 will vest on June 30, 2011; and (ii) 250,000
will vest on December 31, 2011, subject to Mr. Donn's execution of
a new employment agreement and continued service as an employee on
each applicable vesting date.

All options granted to Mr. Goldfarb and Mr. Donn are exercisable
at $0.48 per share over a five-year period.

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering and environmental services company.  Ecosphere
Technologies provides environmental services and technologies for
use in large-scale and sustainable applications across industries,
nations and ecosystems.

During the nine months ended September 30, 2010, the Company
incurred a loss from operations of approximately $18.9 million,
and used cash in operations of approximately $1.1 million.  At
September 30, 2010, the Company had a working capital deficiency
of approximately $3.9 million, a stockholders' deficit of
approximately $1.2 million and had outstanding convertible
preferred stock that is redeemable under limited circumstances for
approximately $3.9 million (including accrued dividends).

As reported in the Troubled Company Reporter on April 6, 2010,
Salberg & 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 of the Company's net loss for 2009, and working
capital, stockholders' and accumulated deficits at December 31,
2009.


EDIETS.COM(R): Receives NASDAQ Notice of Non-Compliance
-------------------------------------------------------
eDiets.com, Inc. disclosed that on December 30, 2010, the Company
received a NASDAQ Staff Determination indicating that the Company
did not regain compliance with the $1.00 minimum bid price
requirement set forth in NASDAQ Listing Rule 5550(a)(2).  As a
result, the Company's common stock is subject to delisting unless
the Company requests a hearing before a NASDAQ Listing
Qualifications Panel.  The Company has timely requested a hearing
before a Panel, which automatically stays any delisting action
until the Panel renders a decision following the hearing.
However, there can be no assurances that the Panel will grant the
Company's request for continued listing.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.


EMPIRE TOWERS: Asks for Permission to Use Cash Collateral
---------------------------------------------------------
Empire Towers Corporation asks for authorization from the Hon.
James F. Schneider of the U.S. Bankruptcy Court for the District
of Maryland to use the cash collateral.

June 7, 2007, Empire Holdings Corporation executed a Promissory
Note Secured by Deed of Trust whereby Empire Holdings promised to
pay Wells Fargo Bank, NA, the sum of $14,560,000.  The Note was
guaranteed by a Repayment Guaranty executed by the Debtor, and the
Guaranty was secured, pursuant to an Indemnity Deed of Trust, by
certain real property owned by the Debtor located at 7300-7310
Ritchie Highway, Glen Burnie, MD 21061.  Wells Fargo assigned the
Loan Documents to LaSalle Bank National Association, and, in 2008,
LaSalle Bank National Association merged into Bank of America, NA.

Aryeh E. Stein, Esq., at Meridian Law, LLC, 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 is yet to be submitted.

The Debtor proposes to provide BOA, as adequate protection for the
use of cash collateral, a replacement lien on the Debtor's assets
to the extent of any diminution in value of BOA's interest in the
Debtor's pre-petition assets, if any.  As additional adequate
protection, BOA has a statutory grant of an administrative expense
priority claim.

The Debtor will segregate its cash collateral from all other cash
and shall maintain detailed records to account for all usage of
cash collateral.

The Court set a hearing for January 5, 2011, at 11:30 a.m. on the
Debtor's request for approval to use cash collateral.

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: Amends List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
EQK Bridgeview Plaza Inc. filed an amended list of 20 largest
unsecured creditors with the U.S. Bankruptcy Court for the
Northern District of Texas.

  Entity/Person                  Nature of Claim     Claim Amount
  -------------                  ---------------     ------------
EQK Holdings Inc.                Property            $28,659,925
1800 Valley View Lane, Suite 300
Dallas, TX 75234

Grand Pacific Finance Corp       Purchase of Eagle     3,422,408
41-99 Main St, 2nd Floor         Crest Property;
Flushing, NY 11355               (2,200,000 secured)

IORI Operating, Inc.             Purchase of Eagle     1,635,132
1800 Valley View Lane, Ste. 300  Crest Property
Dallas, TX 75234

La Porte County Treasurer        Property taxes -        579,858
813 Lincolnway, Ste. 205         Dunes Plaza
La Porte, IN 46350

La Crosse County Treasurer       Property taxes -        201,103
                                 Bridgeview Plaza

Weir Brothers Inc.               Demolition              103,253

Prime Income Asset Management    payroll reimbursement     0,938

Goodwill Industries of NCW       Security Deposit          7,000

NIPSCO                           Dunes Plaza - gas         6,172
                                 & electric utilities

Regis Property Management        accounting fee and        5,933
                                 management fees

Henry & Jones                    Dunes Plaza - legal       4,551
                                 services

David Kanger                     Dunes Plaza -             4,000
                                 Security

Property Cleaning Systems Inc.   property maintenance      3,854

Sanchez & Associates             accounting fee and        3,646
                                 management fees

Lebakkens, Inc. dba Lebakkens    Bridgeview Plaza -        3,600
Rent-To-Own                      Security Deposit

Michigan City Family Dentistry   Dunes Plaza -             2,500
                                 Security Deposit

Law Offices Of Bennett Weston &  Farms Legal thru          2,450
Lajone P                         7/25/10

                    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.


EQUIPOWER RESOURCES: Moody's Puts 'Ba3' Rating on $525 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to EquiPower
Resources Holdings, LLC proposed $525 million in senior secured
credit facilities comprising of a $425 million 7-year term loan
and a $100 million 5-year senior secured working capital facility.
The rating outlook is stable.

                        Ratings Rationale

EquiPower is expected to own four gas fired power projects
totaling 1,792 MW and EquiPower is owned by private equity funds
managed by Energy Capital Partners and some of its co-investors.
The Projects consist of the 812 MW Lake Road and 548 MW Milford
projects in Connecticut and the 264 MW MassPower and 168 MW
Dighton projects in Massachusetts.  The Projects reached
commercial operation from 1993 to 2004.  Given the Projects'
location in ISO-NE market, the Projects benefit from the forward
capacity market.  EquiPower also has in place financial hedges for
approximately 61% of Lake Road's capacity, 89% of Dighton's
capacity, and 46% of Milford's capacity.  Power sales management
and hedging are expected to be performed by EquiPower Resources
Management.  EquiPower will self manage its operations and
maintenance for three of the four plants while EquiPower is
evaluating whether to retain Alstom as O&M operator or self manage
for the Milford plant.  Dighton, Lake Road and Milford have
existing long-term services agreements with Alstom and these
agreements mature roughly between from 2011 to 2015.  MassPower
does not have a LTSA.

The proceeds from the $425 million of term loan will be used to
fund the purchase of Milford, fund approximately $42.5 million in
sponsor distribution, fund a $25 million capex reserve and pay
approximately $17.5 million in fees and expenses.  Approximately
$17.8 million of the $100 million revolver will be used to issue a
debt service reserve letter of credit and $19.3 million will be
used to issue a letter of credit or other cash collateral to back
various obligations including a MassPower lease obligation and an
ICE account.

The Ba3 rating reflects approximately 80% of hedged gross margin
over the next three years, substantial equity investment by
EquiPower's sponsor leading to relatively low leverage around
$237/kw, operational diversification across four plants and the
competitiveness of Milford and Lake Road.  The rating also
considers 3-year average DSCR of 1.7x and FFO/Debt of 7% under
more conservative scenarios, imperfections in the financial
hedges, cash flow concentration at the Lake Road and Milford
projects that have had historical operating problems, and some
project finance weaknesses.

The Ba3 rating for EquiPower considers these credit strengths and
weaknesses:

                      Key Credit Strengths

* Approximately 80% of gross margin for the next 3-4 years are
  sourced from known FCM payments or financial hedges with
  strongly rated counterparties

* The four projects provide operational diversification across
  four plants and three different technologies

* The Projects benefit from capacity markets given their location
  in the ISO-NE market

* Milford and Lake Road have competitive heat rates and Milford
  has operated at or near baseload levels on a historical basis

* Substantial equity investment by EquiPower's sponsor contributes
  to relatively low leverage for the rating with debt to capital
  at 52% and debt equal to $237/kw

* Some project finance features including 6-month debt service
  reserve, capex reserve, security in assets, and 100% excess cash
  sweep.

                      Key Credit Weaknesses

* Exposure to volatile merchant energy and capacity prices
  significantly increase in 2014 and fully merchant by 2015

* The Projects' financial hedges have multiple imperfections
  (power and fuel basis differences, no allowance for outages, no
  pass through of carbon costs and no start charges)

* Forecasted cash flow generation remains concentrated with Lake
  Road providing roughly 50% of consolidated cash flow and Lake
  Road and Milford combined providing well over 90%.

* Lake Road and Milford have had a history of various operational
  problems and the Projects' forecast has aggressive operating
  assumptions compared to historical

* Dighton and MassPower's higher heat rates results in a peaker
  type operational profile that does not match their originally
  intended baseload operating profile, which could lead to
  operating problems

* Several project finance features are weak or lacking including
  ongoing major maintenance reserve, use of a collection account
  instead of a traditional cash flow waterfall and the ability to
  dividend a portion of the sale proceeds of Dighton or MassPower
  above specific sale price levels.

* Average cash flow metrics correspond to the 'B' category under
  Moody's methodology with around 6-7% FFO/Debt and 1.6-1.7 times
  DSCR under various conservative cases considered by Moody's
  compared to 12.6% FFO/Debt and 2.25 times DSCR under the base
  case.

EquiPower's stable outlook reflects Moody's expectation of
substantial debt amortization by debt maturity, improving
operations at Lake Road and Milford and financial metrics
commensurate with at least 7% FFO/Debt and 1.7 times DSCR even
under adverse scenarios.  The stable outlook also considers the
expectation that energy prices are likely to moderately improve
over time while capacity prices are expected to stay the same or
improve over time.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead to an
upgrade include greater than expected debt reduction and cash flow
credit metrics solidly in the 'Ba' category under Moody's
methodology.

The rating could be downgraded if the Projects incur operating
problems, if the Projects achieve financial metrics below
expectations or if EquiPower does not achieve forecasted debt
amortization levels.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics and
cash flows.

EquiPower expects to own four gas fired power projects totaling
1,792 MW and EquiPower is owned by a private equity fund managed
by Energy Capital Partners and several of the funds co-investors.
The Projects consist of the 812 MW Lake Road and 548 MW Milford
projects in Connecticut and the 264 MW MassPower and 168 MW
Dighton projects in Massachusetts.  The Projects reached
commercial operation from 1993 to 2004.  Energy Capital Partners
manages private equity funds that invest in the power generation,
midstream gas, renewable energy, and electric transmission sectors
of North America's energy infrastructure.


EVERGREEN ENERGY: Appoints Khan as Chairman of the Board
--------------------------------------------------------
Evergreen Energy Inc. has appointed Ilyas Khan, 48, as Chairman of
its board of directors.  The appointment brings the total board
count to seven members.

Thomas H. Stoner, CEO of Evergreen, stated: "I am very excited to
welcome Ilyas to our board.  His significant expertise as financer
and business builder will be invaluable as we work towards
executing the company's strategic initiatives, particularly with
our K-Fuel(R) technology.  As one of the three founding directors
of White Energy Company Limited, a publically-traded, diversified
coal company, Ilyas was instrumental in driving growth from
inception through mid-2010.  He has intimate familiarity with the
clean coal and coal upgrading sector, and in identifying and
overcoming the challenges of commercialization, which include
large scale engineering issues related to building a successful
plant as well as negotiating with large commercial partners."

Khan stated: "I am excited to be joining Evergreen's board as
Chairman, and I look forward to working with management to execute
on its key milestones with respect to K-Fuel in particular where
the opportunity is global in nature.  I am also very much
motivated by the prospect of leading the effort to capture the
undoubted potential that the company possesses."

A financier by background, Mr. Khan lived and worked in Hong Kong
since 1989 before moving back to his home in the United Kingdom in
early 2009.  He started his career with J Henry Schroder Wagg in
1984 in London, and worked as an investment banker through 1998 at
Citigroup (1987 to 1993), UBS (1993 to 1996) and Nomura (1996 to
1998).  In 1998 he founded the TW Indus Group, an investment
holding company, which acquired Crosby Capital in 2003. Since
2003, Mr. Khan has served, initially as Chairman and CEO, and
latterly as a strategic advisor to Crosby Capital Partners, a
privately held Asian-based merchant banking group focusing on
natural resources with a particular track record in coal, gold and
copper.  In 2008, Mr. Khan was the founding Chairman of privately
held Touchstone Gold Holdings, where he remains as a director.
Mr. Khan is the major shareholder of Touchstone Gold.

Beginning in 2000, he served as one of the three founding
directors of Australian-based White Energy Company Limited
(WEC.AX), which developed built and operated plants that upgraded
coal in a variety of locations.  After WEC diversified into the
direct ownership of coal assets, and as Mr. Khan re-located back
to live in the United Kingdom, he stepped off the board in mid-
2010.

Since June 2009, Mr. Khan has been a trustee and, since September
2009, the Chairman of Leonard Cheshire Disability, a UK-based
charity with active operations in over 50 countries and a focus on
supporting and caring for disabled people.  Leonard Cheshire
Disability was established in 1948 and is the world's largest NGO
that focuses on disability.  Mr. Khan holds a B.A. Hons -- honors
degree -- from the University of London's School of Oriental and
African Studies.

                         Evergreen Energy

Evergreen Energy Inc. has developed two proven, proprietary,
patented, and transformative green technologies: the GreenCert(TM)
suite of software and services and K-Fuel(R).  GreenCert, which is
owned exclusively by Evergreen, is a science-based, scalable
family of environmental intelligence solutions that quantify
process efficiency and greenhouse gas emissions from energy,
industrial and agricultural sources and may be used to create
verifiable emission reduction credits.  K-Fuel technology
significantly improves the performance of low-rank coals, yielding
higher efficiency and lowering emissions.

The Company's balance sheet as of September 30, 2010, showed
$33.93 million in total assets, $45.04 million in total
liabilities, $3,000 in temporary equity, and a stockholders'
deficit of $11.11 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Denver, 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 from operations and
stockholders' deficit.


EVERGREEN ENERGY: Extends Warrants Expiration Date to Jan. 31
-------------------------------------------------------------
Evergreen Energy Inc. and certain investors entered into a Common
Stock and Warrant Purchase Agreement Dated as of March 28, 2002,
as amended.  The warrants were acquired pursuant to the Purchase
Agreement and had an expiration date of August 21, 2010.

Beginning on August 20, 2010, the Company entered into a series of
extensions to extend the expiration date of the warrants to
December 31, 2010.  On December 27, 2010, the Company agreed to
further extend the warrants to January 31, 2011.  Currently, there
are 601,410 warrants outstanding with an exercise price of $33.00
per share, after giving effect to the Company's 1-12 reverse stock
split completed on August 20, 2010.  A form of the letter
confirming the extension of the Warrants is available for free at:

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

                         Evergreen Energy

Evergreen Energy Inc. has developed two proven, proprietary,
patented, and transformative green technologies: the GreenCert(TM)
suite of software and services and K-Fuel(R).  GreenCert, which is
owned exclusively by Evergreen, is a science-based, scalable
family of environmental intelligence solutions that quantify
process efficiency and greenhouse gas emissions from energy,
industrial and agricultural sources and may be used to create
verifiable emission reduction credits.  K-Fuel technology
significantly improves the performance of low-rank coals, yielding
higher efficiency and lowering emissions.

The Company's balance sheet as of September 30, 2010, showed
$33.93 million in total assets, $45.04 million in total
liabilities, $3,000 in temporary equity, and a stockholders'
deficit of $11.11 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Denver, 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 from operations and
stockholders' deficit.


FANNIE MAE: BofA to Buy Back Bad Loans from Fannie, Freddie
-----------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
expects to take a provision of about $3 billion in the fourth
quarter to buy back bad loans from Freddie Mac and Fannie Mae that
were issued by its troubled Countrywide Financial unit.

                         About Fannie Mae

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

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

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


FANNIE MAE: Inks Pact With BoA to Address Repurchase Requests
-------------------------------------------------------------
On December 31, 2010, Fannie Mae entered into an agreement with
Bank of America, N.A., BAC Home Loans Servicing LP, and
Countrywide Home Loans, Inc., each of which is an affiliate of
Bank of America Corporation.  The agreement addresses outstanding
repurchase requests on loans with an unpaid principal balance of
approximately $3.9 billion delivered to Fannie Mae by affiliates
of Countrywide Financial Corporation.  Bank of America Corporation
merged with Countrywide in 2008.

Under the agreement, Bank of America agreed, among other things,
to a resolution amount of approximately $1.52 billion, consisting
of a cash payment of $1.34 billion made by Bank of America on
December 31, 2010 and credits for payments recently made or to be
made by Bank of America.

The agreement:

   -- substantially resolves outstanding repurchase requests on
      12,045 loans sold to the Compay by Countrywide; and

   -- addresses 5,760 other loans sold to the Company by
      Countrywide and permits the Company to bring claims for any
      additional breaches of its representations and warranties
      that are identified with respect to those loans.

The Company's mortgage seller/servicers are obligated to
repurchase loans or foreclosed properties, or reimburse the
Company for losses if the foreclosed property has been sold, if
the mortgage loans do not meet the Company's underwriting,
eligibility or other requirements.

As of September 30, 2010, approximately 55% of the Company's $7.7
billion in outstanding repurchase requests to all its mortgage
seller/servicers, as measured by unpaid principal balance, had
been made to Bank of America.  This agreement addresses
approximately 44% of the Company's $7.7 billion in outstanding
repurchase requests as of September 30, 2010.  These amounts do
not include amounts relating to repurchase requests originating
from missing documentation or loan files.

The Company continues to work with Bank of America to resolve its
outstanding repurchase requests to Bank of America, including
requests relating to loans delivered to the Company by Bank of
America, N.A.

                         About Fannie Mae

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

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

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


FIDDLER'S CREEK: Retains Exclusivity for Filing Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fiddler's Creek LLC warded off an effort by the
official committee of unsecured creditors and secured lender
Colonnade Naples Land LLC to end the exclusive right to propose a
Chapter 11 plan of reorganization.  The bankruptcy judge signed an
order on Jan. 3 denying Colonnade's motion to terminate
exclusivity.

Mr. Rochelle relates that just as exclusivity was ending on
Dec. 3, Fiddler's Creek filed separate plans for itself and its
27 affiliates.  Before the plans were filed, Colonnade, owed
$52.6 million, sought to end exclusivity.  Colonnade had called
Fiddler's Creek a "horizontal fractured real estate project."  The
lender said there was almost no income while Fiddler's Creek had
consumed $6.5 million in secured financing provided by an
affiliate which received a lien prior to existing debt.

                       About Fiddler's Creek

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

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


FIRST BANCORP: Discloses 1-For-15 Reverse Stock Split
-----------------------------------------------------
First BanCorp disclosed that, effective as of 12:01 a.m.
January 7, 2011, it is implementing a one-for-fifteen reverse
stock split of all outstanding shares of its common stock.

At the Corporation's Special Meeting of Stockholders held on
August 24, 2010, shareholders approved an amendment to the
Corporation's Restated Articles of Incorporation to implement a
reverse stock split at a ratio, to be determined by the Board of
Directors in its sole discretion, within the range of one new
share of common stock for 10 old shares and one new share for 20
old shares.  As authorized, the Board has elected to effect a
reverse stock split at a ratio of one-for-fifteen.

"We appreciate the support of our stockholders in granting our
board the authority to effect a reverse stock split.  After a
thorough consideration of our options, the board determined that a
reverse stock split of the Corporation's common shares is in the
best interest of stockholders," commented Aurelio Aleman,
President and Chief Executive Officer of First BanCorp.  "A
reverse stock split better positions the Corporation to accomplish
its capital strategies and regain compliance with the NYSE listing
rules."

The one-for-fifteen reverse stock split automatically converts
fifteen old shares of the Corporation's common stock into one new
share of common stock, and reduces the number of outstanding
shares of common stock from approximately 320 million shares to
approximately 21 million shares of common stock.  The Corporation
will not issue fractional shares in connection with the reverse
stock split.  For cases in which the reverse stock split results
in any stockholder holding fractional shares, the stockholder will
receive a cash payment (without interest) in lieu of such
fractional shares.  All outstanding options, warrants or other
rights convertible into or exercisable for shares of common stock
will be adjusted in accordance with their respective terms to
account for the one-for-fifteen reverse stock split.  The amount
of authorized shares of common stock will not change as a result
of the reverse stock split.

The Corporation's common stock will begin trading on a post-
reverse stock split basis when the market opens on Friday,
January 7, 2011, and will continue to trade on the NYSE under the
symbol "FBP."  Stockholders holding physical share certificates
will receive instructions as to how to exchange existing share
certificates for new certificates representing the post-reverse
stock split shares.  BNY Mellon Shareowner Services is serving as
the Corporation's Exchange Agent in connection with the reverse
stock split.

                      About First BanCorp

First BanCorp is the parent corporation of FirstBank Puerto Rico,
a state-chartered commercial bank with operations in Puerto Rico,
the Virgin Islands and Florida, and of FirstBank Insurance Agency.
First BanCorp and FirstBank Puerto Rico operate under U.S. banking
laws and regulations.  The Corporation operates a total of 175
branches, stand-alone offices and in-branch service centers
throughout Puerto Rico, the U.S. and British Virgin Islands, and
Florida.  Among the subsidiaries of FirstBank Puerto Rico are
First Federal Finance Corp., a small loan company; First Leasing
and Rental Corp., a leasing company; FirstBank Puerto Rico
Securities, a broker-dealer subsidiary; First Management of Puerto
Rico; and FirstMortgage, Inc., a mortgage origination company. In
the U.S. Virgin Islands, FirstBank operates First Insurance VI, an
insurance agency, and First Express, a small loan company.  First
BanCorp's common and publicly-held preferred shares trade on the
New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB,
FBPPrC, FBPPrD and FBPPrE.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
November 29, 2010, Fitch Ratings has removed from Rating Watch
Negative and downgraded the long-term Issuer Default Ratings of
First BanCorp and its main subsidiary, Firstbank Puerto Rico to
'CC'.

Fitch noted in November 2010 that FBP announced a series of
initiatives to bolster its balance sheet.  These mainly entail
improving the common equity component of its overall
capitalization.  FBP's capital strategies encompass
three actions: 1) the conversion of the company's US$550 million
perpetual preferred stock which was completed on Aug. 30, 2010;
2) raising additional common stock of up to US$500 million, which
is presently ongoing; and 3) the conversion of the U.S. Treasury's
Capital Purchase Program preferred shares, which is contingent
upon the raising the additional equity.  Taken together, and if
successful, FBP estimates that pro forma tangible common equity
ratio will increase to 10%.

The rating actions primarily reflects Fitch's view that the
capital strategies First Bancorp has pursued are necessitated by
its weakened financial condition and reflective of heightened
credit risk compared to historical performance.


FREDDIE MAC: BofA to Buy Back Bad Loans from Fannie, Freddie
------------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
expects to take a provision of about $3 billion in the fourth
quarter to buy back bad loans from Freddie Mac and Fannie Mae that
were issued by its troubled Countrywide Financial unit.

                     About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

Fitch Ratings has affirmed the long-term Issuer Default Ratings,
senior debt ratings and short-term IDRs of Freddie Mac at 'AAA'
and 'F1+', respectively.  In addition, Freddie's Support Rating of
'1' and Support Floor of 'AAA' have also been affirmed.  The
Rating Outlook remains Stable.


FREDDIE MAC: Receives $1.28 Billion Under Agreement With BoA
------------------------------------------------------------
On December 31, 2010, Freddie Mac entered into an agreement with
Bank of America, National Association, and two of its affiliates,
BAC Home Loans Servicing, LP and Countrywide Home Loans, Inc., to
resolve currently outstanding and future claims by Freddie Mac for
repurchases arising from the breach of certain selling
representations and warranties on certain loans purchased by
Freddie Mac from Countrywide Home Loans, Inc. and Countrywide Bank
FSB.

Under the terms of the agreement, Freddie Mac has received a $1.28
billion cash payment, in consideration for releasing Bank of
America and its two affiliates from existing and future repurchase
claims arising from the sale to Freddie Mac by the Countrywide
entities of loans for which the first regularly scheduled monthly
payments were due on or before December 31, 2008.  The unpaid
principal balance of the loans in this portfolio, as reflected on
Freddie Mac's books at November 30, 2010, was approximately $117
billion.  The agreement applies only to certain claims for
repurchase based on breaches of representations and warranties and
the agreement contains specified limitations.  The agreement does
not cover loans sold to Freddie Mac or serviced for Freddie Mac by
other Bank of America entities.

The Company does not anticipate that the agreement will have a
material impact on its 2010 financial statements.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


GALP CNA: Can Use Centrum Cash Collateral Until January 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered, on December 29, 2010, its first interim order authorizing
GALP CNA Limited Partnership, Wentwood Woodside I, L.P., Wentwood
Roundhill I, L.P., Wentwood Rollingbrook, L.P., and GALP Cypress
Limited Partnership, by consent of the cash collateral mortgagee,
Centrum Financial Services, Inc., to use cash collateral, to pay
necessary operating expenses and ongoing obligations as set forth
in a Budget for each Debtor.

As of the petition date, each of the Debtors owed Centrum these
indebtedness based on the original Centrum indebtedness for each
of the Debtors:

    $3,769,371.20 - owed by GALP CNA
    $6,477,207.32 - owed by Wentwood Woodside
    $5,827,331.34 - owed by Wentwood Roundhill
    $5,125,610.31 - owed by Wentwood Rollingbrook
   $10,147,432.60 - aggregate amount owed by GALP Cypress to
                    Centrum/Equity Funding

The Debtor's prepetition obligations are secured by Deeds of Trust
in various real properties located in Harris County, Texas and
Assignments of Rents and Leases on the respective Apartment units.

Each of the Debtors' right to use cash collateral will terminate,
unless earlier terminated upon the occurrence of certain specified
termination events, on the date of a final hearing on the cash
collateral motion, or January 31, 2011, whichever comes first.

Each of the Debtors has offered, as adequate protection of the
interest of Centrum in the cash collateral, replacement liens on
their respective post-petition assets.

To secure Centrum for the use of its cash collateral, the Court
ordered each of the Debtors to make adequate protection payments
to Centrum in various amounts for the months of November, 2010,
December, 2010, and January, 2011.

All payments to Centrum will be applied only to prepetition
interest.

As further adequate protection, Centrum is granted an
administrative priority claim pursuant to Section 507(b) of the
Bankruptcy Code to secure any diminution in the value of its cash
collateral.

A further cash collateral hearing on the cash collateral motions
will be held on January 21, 2011, at 2:30 p.m., in Courtroom 600,
6th Floor, United States Courthouse, 515 Rusk Avenue, in Houston.

                          About GALP CNA

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

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

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

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

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

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

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

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


GALP CNA: GALP Cypress Files Schedules of Assets & Liabilities
--------------------------------------------------------------
GALP Cypress Limited has filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedule of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $15,564,000
  B. Personal Property               $832,920
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,700,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,050,280
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,355,702
                                  -----------     -----------
        TOTAL                     $16,396,920     $15,105,982

GALP Cypress' schedule of assets and liabilities is available for
free at http://bankrupt.com/misc/galpcypress.SAL.pdf

                          About GALP CNA

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

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

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

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

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

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

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

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


GALP CNA: Ordered to File Plan and Disclosure Statement by Feb. 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
ordered GALP CNA Limited Partnership to file its Chapter 11 Plan
and accompanying Disclosure Statement explaining said plan no
later than February 1, 2011.

                          About GALP CNA

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

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

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

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

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

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

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

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


GALP CNA: Sec. 341 Meeting of Creditors Set for Jan. 13
-------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
the creditors of GALP CNA Limited Partnership and Wentwood
Woodside I, L.P., on January 13, 2011, at 2:00 p.m. at Suite 3401,
515 Rusk Ave., in Houston.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy case.

Attendance by the Debtor's creditors at the meeting is welcome
but not required.  The Sec. 341 meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about its financial affairs and operations that would be
of interest to the general body of creditors.

                          About GALP CNA

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

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

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

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

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

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

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

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


GALP CNA: Wentwood Rollingbrook Files Schedules of Assets & Debts
-----------------------------------------------------------------
Wentwood Rollingbrook, L.P., has filed with the U.S. Bankruptcy
Court for the Southern District of Texas its schedule of assets
and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------              ----------     -----------
  A. Real Property                 $3,189,000
  B. Personal Property               $211,281
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $446,533
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,911,444
                                   ----------      ----------
        TOTAL                      $3,400,281      $7,357,977

Wentwood Rollingbrook's schedule of assets and liabilities is
available for free at:

      http://bankrupt.com/misc/wentwoodrollingbrook.SAL.pdf

                          About GALP CNA

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

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

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

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

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

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

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

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


GARNET BIOTHERAPEUTICS: Seeks to Tap Loan to Fund Operations
------------------------------------------------------------
Dow Jones' Small Cap reports that venture-backed Garnet
BioTherapeutics Inc. will appear in bankruptcy court to seek
permission to tap financing that it says will ensure its continued
operations as it restructures.

According to the report, Judge Brendan L. Shannon of the U.S.
Bankruptcy Court in Wilmington, Del., will consider allowing
Garnet to continue to draw on an existing $800,000 line of credit
from lender Silicon Valley Bank.  The report relates that the
clinical-stage biopharmaceutical company pointed out it that it
doesn't generate revenue and has no other available funds to allow
it to cover the cost of its ongoing operations.

"Absent approval of post-petition financing, the debtor will be
forced to cease all operations, the debtor will be unable [to]
continue to develop its technology, and the potential commercial
value of all the developments made to date will be lost," Garnet
said in court papers, the report notes.

Malvern, Pennsylvania-based 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 assets and debts of $1 million to $10 million
in its Chapter 11 petition.


GENERAL AMERICAN: Dewey Wins OK to Enforce Subpoena in $1BB Suit
----------------------------------------------------------------
Dewey & LeBoeuf LLP has won the right to enforce a subpoena
against the Missouri insurance commissioner in a $1 billion case
the commissioner brought over Dewey's advice to the collapsed
General American Life Insurance Co.

General American is a subsidiary of MetLife Inc.  Headquartered in
New York, MetLife Inc. and its subsidiaries, including
Metropolitan Life Insurance Co., provides insurance and other
financial services with operations throughout the U.S. and the
regions of Latin America, Europe, and Asia Pacific.


GENERAL CRANE: Co-Owner Purchases Assets Out of Bankruptcy
----------------------------------------------------------
Susan R. Miller at South Florida Business Journal reports that
General Crane USA has sold its assets.  Business Journal says
Prophet Equity, a Southlake, Texas-based firm, and General Crane
co-owner and President Jim Robertson created Allegiance Crane &
Equipment, which, in turn, purchased the assets of the Company for
$40 million.  The deal was finalized after a bankruptcy court
judge in Fort Lauderdale approved the liquidation plan on Dec. 17,
2010, Business Journal relates.

According to Business Journal, the deal received the blessing of
the three major secured creditors -- Wells Fargo, SL Financial and
Bank Midwest -- which had $62.4 million in secured claims.

The Company is moving to its new headquarters at 777 S. Andrews
Ave., in Pompano Beach, allowing it to consolidate its
headquarters and maintenance facilities.

General Crane USA is a construction crane distribution in Pompano
Beach, Florida.  The Company made a voluntary Chapter 11 filing in
December 2009, estimating assets and debts of between $50 million
and $100 million.  Hinshaw & Culbertson, in Fort Lauderdale,
represents the Company.


GENERAL MOTORS: Committee Proposes Morris Nichols as Del. Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Motors Liquidation Co., formerly General Motors Corp.,
and its affiliates seeks the U.S. Bankruptcy Court for the
Southern District of New York's permission to retain Morris,
Nichols, Arsht & Tunnell LLP as its Delaware local counsel, nunc
pro tunc to November 16, 2010.

In October 2010, certain asbestos trusts commenced a series of
related actions in the U.S. Bankruptcy Court for the District of
Delaware, styled as ACandS Asbestos Settlement Trust, et al., v.
Hartford Accident and Indemnity Co., in these asbestos-related
bankruptcy cases pending before Honorable Judith K. Fitzgerald of
the Delaware Bankruptcy Court:

  * ACandS, Inc.
  * Specialty Products Holding Corp.
  * Kaiser Aluminum Corp.
  * Owens Corning
  * USG Corporation

In connection with responding to the trusts' motions for
preliminary injunction and intervening in the Delaware
Proceedings, the Creditors' Committee retained Morris Nichols as
its Delaware co-counsel as required by Rule 9010-1 of the Local
Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware

As the Committee's Delaware local counsel, Morris Nichols will:

  (a) assist the Committee in preparing filings as was necessary
      in furtherance of the Creditors' Committee's interests and
      objectives;

  (b) represent the Creditors' Committee at certain hearings
      and other proceedings in Delaware; and

  (c) perform other legal services as may be required and are
      deemed to be in the interests of the Creditors' Committee
      in accordance with the Creditors' Committee's powers and
      duties as set forth in the Bankruptcy Code.

Morris Nichols' professionals will be paid according to their
customary hourly rates:

      Title                         Rate per Hour
      -----                         -------------
      Partners                       $475 to $750
      Associates                     $270 to $470
      Paraprofessionals              $195 to $250
      Case Clerks                       $130

Morris Nichols will also be reimbursed for expenses incurred.

Gregory W. Werkheiser, Esq., a member of Morris Nichols --
gwerkheiser@mnat.com -- discloses that his firm serves as counsel
to certain entities on matters unrelated to the Debtors' Chapter
11 cases, a list of which is available for free at:

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

Mr. Werkheiser also relates that Morris Nichols represented
certain parties on matters unrelated to the Debtors' Chapter 11
cases since January 1, 2007, a list of which is available for
free at http://bankrupt.com/misc/GM_MorrisFormerClients.pdf

In connection with the Delaware Proceedings, Morris Nichols has
also been retained, subject to approval of the U.S. Bankruptcy
Court for the Western District of North Carolina, by Garlock
Sealing Technologies, LLC, which was named a defendant in those
proceedings, Mr. Werkheiser states.  He believes that Garlock's
interests are aligned with the Creditors' Committee's in the
Delaware Proceedings, and, thus, this representation does not
represent an interest adverse to the Committee.

Accordingly, Morris Nichols is a "disinterested person" as the
term is defined by Section 101(14) of the Bankruptcy Code, Mr.
Werkheiser maintains.

                        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: Utah Ct. Rules on Trademark Suit v. Urban Gorilla
-----------------------------------------------------------------
General Motors Company, v. Urban Gorilla, LLC, a Utah limited
liability company, Case No. 06-CV-00133 (D. Utah), seeks
injunctive relief against Urban Gorilla for various trademark and
trade dress infringement and dilution claims under the United
States Trademark Act of 1946, 15 U.S.C. Secs. 1114(1), 1125(a) and
1125(c), and trademark infringement at common law.  GM asserts
that Urban Gorilla's "body kits" and marketing related to the kits
infringe upon and dilute GM's Hummer trademarks and trade dress.
Urban Gorilla responds that the defenses of laches and
acquiescence bar injunctive relief and the awarding of costs and
attorney's fees.  Counterclaims by Urban Gorilla were dismissed
upon the stipulation of counsel.

In his December 27, 2010 Memorandum Opinion, Senior District Judge
Bruce S. Jenkins held that (1) the 2006 amendments to 15 U.S.C.
Sec. 1125(c) should be applied to the case; (2) Urban Gorilla's
body kits and related marketing are likely to cause dilution by
blurring of the Hummer trademarks and trade dress; (3) some of
Urban Gorilla's body kits infringe on the Hummer trade dress; (4)
Urban Gorilla's laches and acquiescence defenses fail; and (5) no
costs and attorney's fees should be awarded.

A copy of Judge Jenkins' Memorandum Opinion is available at
http://is.gd/k9fQAfrom Leagle.com.

General Motors Company is represented in the case by:

          Gregory D. Phillips, Esq.
          Scott R. Ryther, Esq.
          Thomas R. Lee, Esq.
          HOWARD PHILLIPS & ANDERSEN
          560 East 200 South, Suite 300
          Salt Lake City, UT
          Telephone: 801-366-7471
          E-mail: gdp@hpalaw.com
                  sryther@hpalaw.com
                  leet@law.byu.edu

Urban Gorilla is represented by:

          Jeremy G. Knight, Esq.
          Peter H. Barlow, Esq.
          Stephen J. Trayner, Esq.
          STRONG & HANNI
          3 Triad Center (300 West North Temple), Suite 500
          Salt Lake City, UT 84180
          Telephone: 801-532-7080
          Facsimile: 801-596-1508
          E-mail: jknight@strongandhanni.com
                  pbarlow@strongandhanni.com
                  strayner@strongandhanni.com

                        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: Dist. Court Moves Mendoza Suit vs. New GM
---------------------------------------------------------
Pursuant to Judge Robert J. Ward of the U.S. District Court
for the Southern District of New York's Standing Order of Referral
Cases to Bankruptcy Judges of the District Court for the Southern
District of New York dated July 19, 1984, a civil action filed by
Rodolfo Fidel Mendoza against General Motors LLC ("New GM") is
transferred to Judge Robert E. Gerber of the U.S. Bankruptcy Court
for the Southern District of New York.

The civil action was filed by Mr. Mendoza for himself and on
behalf of all similarly situated persons who purchased and leased
certain defective sports utility vehicles manufactured by New GM.

The Civil Action was filed in the U.S. District Court for the
Central District of California Western Division and subsequently
transferred to the U.S. District Court for the Southern District
of New York.

In a December 17, 2010 order, Judge P. Kevin Castel of the New
York District Court referred the Civil Action to the Bankruptcy
Court.  Judge Castel also directed the Clerk of the New York
District Court to close the Civil Action in the New York District
Court.

As set forth in New GM's motion to dismiss the Civil Action filed
with the California District Court, counsel to New GM, Gregory R.
Oxford, Esq., at Isaacs Clouse Crose & Oxford LLP, in Torrance,
California -- goxford@icclawfirm.com -- asserted that the
California District Court lacks subject matter jurisdiction.  He
insisted that the Bankruptcy Court is in any event the proper
tribunal for interpreting and enforcing its order approving the
sale between General Motors Corp. and New GM and protection New GM
from claims as those asserted in the Civil Action.

The Civil Action will be heard in the Debtors' Chapter 11 cases as
an adversary proceeding.

                        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)


GLOUCESTER ENGINEERING: Blue Wolf Is Majority Owner Post Ch. 11
---------------------------------------------------------------
Blue Wolf Capital Partners LLC disclosed that following the exit
of Gloucester Engineering Company (GEC) from Chapter 11
protection, Blue Wolf Capital Fund II is now GEC's majority equity
shareholder.

GEC, based in Gloucester, Massachusetts, is one of the leading
providers of equipment for the plastics extrusion and converting
industry. The company filed for Chapter 11 Bankruptcy protection
in June, 2010 and emerged on December 31.  GEC's European
subsidiary, Gloucester Engineering Europe GmbH, exited bankruptcy
protection on November 12, 2010.  In recent months the company has
received more than nine significant orders totaling $12 million
from customers in the U.S., Malaysia, Germany, India, Mexico and
Taiwan.

GEC has made tremendous progress in the past 18 months," said
Michael Ranson, Partner at Blue Wolf Capital. "When we first heard
of this situation, GEC was mothballed and facing liquidation.
Working closely with GEC, we helped restructure the company and
today it is on track for a future of solid performance as an
innovative American manufacturer.  Blue Wolf is deeply committed
to GEC's continued success."

Blue Wolf, which made an initial investment in GEC in May, 2010 as
a secured lender, will have majority representation on the
company's Board.

We are pleased to bring this great company into our portfolio,"
said Adam Blumenthal, Managing Partner of Blue Wolf. "This
transformation from troubled company to promising industry leader
exemplifies Blue Wolf's ability to recognize value in situations
with complex problems and multiple constituencies.  We are proud
to have worked closely with GEC's management and with the
International Association of Machinists to resolve many of the
company's difficulties and provide the best possible outcomes for
all stakeholders.  We believe GEC has a bright future."

Ranson also noted that GEC is starting the New Year with an
expanded workforce, resumption of its R&D activities, and a
rededication to its joint venture in India, which received a large
new order for a 5 Layer 2200 mm film line last month.

                  About Gloucester Engineering Co.

Since its inception in 1961, Gloucester Engineering Company has
been a global leader in advancing quality and production limits in
the plastics extrusion and converting market.  GEC offers a range
of innovative system and component solutions, for both new lines
and retrofits, that provide customers a competitive edge in
applications that include bag making, foam and sheet extrusion,
blown and cast film extrusion, and extrusion coating.

GEC manufactures its equipment from its headquarters in
Gloucester, MA, USA and through its joint-venture company in
Damman, India, Kabra Gloucester Engineering.

Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010
-- was converted to Chapter 11 bankruptcy protection on June 25,
2010 (Bankr. D. Mass. Case No. 10-12967).

Gloucester Engineering Europe GmbH is the Vienna-based subsidiary
of Gloucester Engineering Co.  In August 2010, creditors of
Gloucester Engineering Europe voted to accept a settlement offer
from the Gloucester, Massachusetts-based parent company to pay 30%
of the money owed them, or about EUR360,000 (US$503,000).


GREDE FOUNDRIES: SAP Software Contract Can't Be Splintered
----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor that had entered into a
software licensing and maintenance agreement with a party that
owned the software could not reject the maintenance schedule and
retain the benefit of the remainder of the contract.  Pursuant to
the express terms of the parties' contract, the software license
agreement, maintenance schedule, and appendices were incorporated
into one "complete and exclusive" agreement, and were thus not
severable under Pennsylvania law.  While the maintenance schedule
did allow for cessation of maintenance services only, the contract
contained a cross-default provision, indicating that maintenance
services could not be terminated if the debtor still owed money
under the licensing agreement.  In re Grede Foundries, Inc., ---
B.R. ----, 2010 WL 3306880 (Bankr. W.D. Wis.)

Grede Foundries, Inc., moved to reject a software maintenance
contract with SAP America.  SAP America opposed the rejection,
contending that the maintenance agreement was inseparable from
other, related agreements that had to be accepted or rejected in
toto.  After a hearing, the Honorable Robert D. Martin took the
matter under advisement.  Judge Martin denied Grede's bid to
reject part of the contract but granted Grede's alternative
request to walk away from the entire contract.  A copy of Judge
Martin's Memorandum Decision dated Aug. 20, 2010, is available at
http://is.gd/k9qrJfrom Leagle.com.

                    About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company sought Chapter 11 protection (Bankr. W.D. Wisc. Case
No. 09-14337) on June 30, 2009.  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor.  The Debtor selected Conway Del
Genio Gries & Co. as its restructuring advisor; Leverson & Metz
S.C. as special counsel; and Kurtzman Carson Consultants LLC as
claims agent.  The Debtor reported total assets of $143,983,000
and total debts of $148,243,000 at the petition date.

Wayzata Investment Partners LLC purchased the business of Grede
Foundries for $106.5 million in Feb. 2010 and merged it with
Citation Corp.


HARRISBURG, PA: City Workers Again Face Risk of Going Unpaid
------------------------------------------------------------
Dow Jones' Small Cap reports that employees in the distressed
capital city Harrisburg, Pa., once again find their paychecks this
week in jeopardy -- this time because of a disagreement over
protocol.

City Controller Dan Miller is barring the release of paychecks due
Thursday for the city's 543 workers because the 2011 budget hasn't
been enacted, according Dow Jones'.

"Without a budget, we can't pay bills," the report quoted Mr.
Miller as saying.

Chuck Ardo, spokesman for Mayor Linda Thompson, said the
administration believes paychecks should be released since the pay
period is for 2010 and added that discussions are ongoing to
resolve the dispute, Dow Jones' notes.

"It's not a matter of finding the funding," the report quoted Mr.
Ardo as saying.  "It's a matter of appropriate bookkeeping."
Miller said he would release the paychecks if he receives
confirmation that the five council members who voted for the
budget would also vote to override a possible veto by the mayor.
Thompson hasn't yet received the 2011 budget the council passed,
Mr. Ardo said, the report notes.

                      About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HARRISBURG, PA: Officials Begin Financial Audit for 2009
--------------------------------------------------------
Dow Jones Newswires' Romy Varghese reported last week that
officials in Harrisburg, Pennsylvania, have started working on the
city's financial audit -- for 2009.  Mr. Varghese says a city
spokesman blamed personnel cutbacks for the delay.

Mr. Varghese notes Harrisburg completed its 2008 audit -- known as
the CAFR, or comprehensive annual financial report -- a full 51
weeks after the year ended.

Mr. Varghese says the tardiness can further inhibit the city's
access to grants and loans.  He points out the U.S. Department of
Justice has already barred Harrisburg from spending new grants
because of insufficient information on how it spent previous
grants from the department.

According to Mr. Varghese, Eric Friedland, Fitch Ratings' group
credit officer for U.S. public finance, commented on the impact of
late audits on municipal issuers, saying, "That's going to hurt
their credit quality and their ability to access credit markets
for sure."

Mr. Varghese also relates late disclosure by municipal bond
issuers has been a long-standing problem for the muni market.  A
recent report by Merritt Research Services said muni audits take
about five months to be completed.

Mr. Varghese also notes that Maher Duessel, which audited the 2008
report, flagged "significant deficiencies in internal control over
financial reporting," citing insufficient monitoring of federal
housing and community development loans.

Dow Jones relates Chuck Ardo, spokesperson for Mayor Linda
Thompson, said the mayor is concerned about the 2009 financial
audit being so late.

Dow Jones also reports that Jamie Yates, a spokeswoman for
Pennsylvania's Community and Economic Development Department, said
two officials from that agency are also "helping to facilitate
conversations with the city to find a way to get the audit done."
The department recently accepted Harrisburg into its oversight
program for distressed cities and will appoint a coordinator to
draft a recovery plan.

As reported by the Troubled Company Reporter on December 28, 2010,
Charles Thompson, writing for The Patriot-News, said the
Harrisburg Authority has voted unanimously to hire the accounting
firm of ParenteBeard to lead a forensic audit of the steps that
led to the accumulation of nearly $300 million in debt on its
Harrisburg Incinerator.  The firm will partner with special
counsel Klehr Harrison Harvey Branzburg, which was hired to
provide advice on production of documents, interviews and other
legal issues that could arise.

According to Patriot-News, no time line was set for completion of
the audit report.  Mr. Cluck, according to the report, said the
audit will kick off in earnest early in January with a discussion
aimed at refining the scope of the investigation.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HENDRICKS FURNITURE: To Start GOB Sales for 2 Remaining Stores
--------------------------------------------------------------
Larry Thomas at Furniture Today reports that Hendricks Furniture
Group, which emerged from Chapter 11 bankruptcy protection in
March, has announced it will begin going-out-of-business sales at
its two remaining stores on January 6.

Furniture Today relates the parent company of Boyles Furniture and
Rugs said it has hired Great American Furniture Services to assist
with the wind-down of the retail chain and the sale of remaining
inventory.

The Boyles stores in High Point and Pineville, N.C., were closed
over the New Year's holiday weekend to prepare for the GOB sales,
which will begin Thursday, January 6, Furniture Today says.

"Boyles has been an institution for over 60 years in the community
and we are pleased to have been selected to assist with the
closing promotion," Furniture Today quoted Susan Bankston, vice
president of marketing for Great American, as saying.

Furniture Today notes that the upscale retailer didn't provide
sales projections for the event, and the length of the liquidation
sale wasn't immediately available.

                    About Hendricks Furniture

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture.  The
Company and its affiliates filed for Chapter 11 on June 10,
2009 (Bankr. W.D. N.C. Lead Case No. 09-50790).  Albert F.
Durham, Esq., at Rayburn, Copper & Durham, P.A., represents the
Debtors in their restructuring effort.  Hendricks estimated
$50 million to $100 million in assets and $10 million to
$50 million in debts in its petition.  Hendricks Furniture Group
emerged from Chapter 11 protection in January 2010.


HOME SMART: Commences Going-out-of-Business Sale
------------------------------------------------
Home Smart Furniture is going out of business and will soon close
its doors, according to a statement released via EIN Presswire.
"The Home Smart Furniture going-out-of-business total liquidation
will begin on January 1st," said Randy Gonigam, owner of the
business.  "We have reductions of up to 75% on every item in the
store from such well-known manufacturers as Lane, Ashley,
Englander, American, Home Elegance and many others.  Over $2
million at cost will be sold as quickly as possible at the lowest
prices in the store's history." Gonigam continues, "Every item in
the Home Smart multi-million dollar inventory will be sold,
regardless of cost . . . This is a wall-to-wall total
liquidation," Mr. Gonigam added.

The decision to close the store was made by Mr. Gonigam, who has
revealed plans for a major store closing event that will take
place in the coming weeks.  In announcing the store closing, Mr.
Gonigam stated, "The decision to close the store has been a
difficult one. We have enjoyed being part of the neighborhood in
Aurora but there comes a time to move on, given the current
economic conditions; while we can still offer our customers the
quality merchandise and service we're known for," said Gonigam. He
went on to assure current customers that Home Smart will take care
of all existing customers needs.

According to Mr. Gonigam, the total liquidation event will allow
them and their employees one final chance to serve area residents
and to say thanks.  Mr. Gonigam said, "We have been so gratified
by the wonderful support our customers have given us. That's why
we've decided to have a major going-out-of-business total
liquidation and offer our customers price reductions unlike any
we've ever had in the store's history. This event will give the
area residents the opportunity to own fine home furnishings at
once-in-a-lifetime savings, and it will be our way of saying,
'thanks'."

Founded by Randy Gonigam, Home Smart Furniture has provided
hundreds of families with fine home furnishings and earned a
reputation for attentive service, low prices, and dedication to
their customers.


HRP INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HRP Investments, LP
        3400 North McColl
        McAllen, TX 78501

Bankruptcy Case No.: 11-70005

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Martinez, Jr., Esq.
                  ATTORNEY AT LAW
                  4900 N. 10th Street, Suite A-2
                  McAllen, TX 78504
                  Tel: (956) 789-5393
                  Fax: (956) 383-9369
                  E-mail: tony_martinez_jr@juno.com

Scheduled Assets: $5,267,066

Scheduled Debts: $4,787,406

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-70005.pdf

The petition was signed by Carlos Holt, manager of HRP GM, L.L.C.,
general partner.


IA GLOBAL: Brian Hoekstra Owns 92,418 Shares of Common Stock
------------------------------------------------------------
In a Form 4 filing with the Securities and Exchange Commission on
January 3, 2011, Brian L. Hoekstra, director and chief executive
officer at IA Global Inc., disclosed he acquired 2,000 shares of
common stock of the company on these dates:

                                                   Shares
  Transaction                                 Beneficially Owned
      Date              Amount     Price       After Transaction
  -----------           ------     -----      ------------------
   12/30/10             1,000      $0.53            91,418
   12/31/10               780      $0.54            92,198
   12/31/10               220      $0.53            92,418

Mr. Hoekstra has the right to buy 8,000 and 24,000 shares of
common stock, which securities vest quarterly over a three year
period starting on September 4, 2009.  He also has the option to
purchase additional 8,000 shares of common stock, which option has
an expiration date of December 16, 2020.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $3.30 million in total current
liabilities, $2.79 million in long-term debt, and a stockholders'
deficit of $1.45 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


IA GLOBAL: Jack Henry Owns 2,000 Shares of Common Stock
-------------------------------------------------------
In a Form 4 filing with the Securities and Exchange Commission on
January 3, 2011, Jack A. Henry, a director at IA Global Inc.,
disclosed that he beneficially owns 2,000 shares of common stock
of the company.  Mr. Henry has option to buy 8,000 shares of
common stock, which option will expire on September 3, 2019.  He
also has an option to purchase additional 8,000 shares, which
option has an expiration date of December 16, 2020.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $3.30 million in total current
liabilities, $2.79 million in long-term debt, and a stockholders'
deficit of $1.45 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


ICT, INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: ICT, Inc
        101 North Irving Heights Drive
        Irving, TX 75061

Bankruptcy Case No.: 11-30148

Chapter 11 Petition Date: January 3, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Martin Keith Thomas, Esq.
                  THOMAS & SOBOL
                  P.O. Box 36528
                  Dallas, TX 75235
                  Tel: (214) 951-9466
                  Fax: (214) 951-9007
                  E-mail: thomas12@swbell.net

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 Marvin H. Randle, president.


INN AT SCOTTS VALLEY: Hotel Foreclosure Sale Set for Jan. 18
------------------------------------------------------------
Jondi Gumz, writing for the Santa Cruz Sentinel, reports that the
Scotts Valley Hilton hotel scheduled for foreclosure sale on
January 18.  The report says The Inn at Scotts Valley LLC, the
owners of the 187-room hotel, owe the lenders $16.8 million.  The
Sentinel relates that a default notice filed with the county
indicates $1.2 million was owed as of mid-July.

The Scotts Valley hotel, which features a mountain chateau facade,
opened in 1999 at 6001 La Madrona Drive, became affiliated with
Hilton in 2001, and reported 46 employees in its most recent
business license.

Inn at Scotts Valley obtained a $17 million loan in 2005 from
German American Capital Corp., a subsidiary of Deutsche Bank.  The
Sentinel relates that before the year ended, the loan had been
packaged with others into commercial mortgage securities -- 2005-
CD1 Commercial Pass Through Certificates -- and sold to investors.
In July 2010, Bank of America took over the job of distributing
payments.

The report says attempts to reach the owners and Derek Smith, the
attorney listed in the loan document, were unsuccessful.


IRVINE SENSORS: Costa Brava Discloses 43.4% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 3, 2010, Costa Brava Partnership III L.P.
disclosed that it beneficially owns 41,400,260 shares of common
stock of Irvine Corporation common stock representing 43.4% of the
shares outstanding.  Each of Roark, Rearden & Hamot, LLC and Seth
W. Hamot owns 41,400,260 shares.  As of December 15, 2010, there
were 35,135,301 shares of common stock outstanding.

Seth W. Hamot is the president of Roark, Rearden & Hamot, LLC,
which is the general partner of Costa Brava Partnership III L.P.

On December 23, 2010, the Company entered into a Securities
Purchase Agreement with Costa Brava  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, 2011, additional 12% Subordinated
Secured Convertible Notes to Costa Brava and Griffin for an
aggregate purchase price of $1.2 million.  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.

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.  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, subject to
adjustment.

The Company also entered into a Stockholders Agreement on December
23, 2010 with Costa Brava and Griffin in connection with the
Financing.  Pursuant to the Stockholders Agreement, subject to
existing rights held by other parties, Costa Brava and Griffin
have the right to participate in certain future issuances of
securities by the Company on a pro rata basis with their initial
investment.  Traditional bank financings and stock issued in
connection with strategic partnerships and investments, qualified
public offerings, employee or director equity incentive plans and
other customary transactions are excluded from this right of
participation.  Pursuant to the Stockholders Agreement, Costa
Brava and Griffin also have customary demand and piggyback
registration rights, and customary information and inspection
rights.

In connection with the Financing, the Company also agreed, among
other things, to: (i) appoint to the Board three directors
designated by Costa Brava and two directors designated by Griffin,
and reimburse them for costs and expenses for attending board
meetings; and (ii) hold a meeting of the Company's stockholders,
no later than April 30, 2011, to vote on a proposal to approve an
amendment of the Company's Certificate of Incorporation to
increase the number of shares of authorized Common Stock of the
Company from 150,000,000 shares to 500,000,000 shares.

                       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.


IRVINE SENSORS: The Griffin Fund Has 14.83% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 3, 2010, The Griffin Fund LP disclosed that
it beneficially owns 14,141,561 shares of common stock of Irvine
Sensors Corporation representing 14.83% of the shares outstanding.

Each of Griffin Partners, LLC and Chester White beneficially owns
14,141,561.  As of December 15, 2010, there were 35,135,301 shares
of common stock outstanding.  As of August 6, 2010, there were
28,744,644 shares of common stock outstanding.

On December 23, 2010, the Company entered into a Securities
Purchase Agreement with Costa Brava  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, 2011, additional 12% Subordinated
Secured Convertible Notes to Costa Brava and Griffin for an
aggregate purchase price of $1.2 million.  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.

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.  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, subject to
adjustment.

The Company also entered into a Stockholders Agreement on December
23, 2010 with Costa Brava and Griffin in connection with the
Financing.  Pursuant to the Stockholders Agreement, subject to
existing rights held by other parties, Costa Brava and Griffin
have the right to participate in certain future issuances of
securities by the Company on a pro rata basis with their initial
investment.  Traditional bank financings and stock issued in
connection with strategic partnerships and investments, qualified
public offerings, employee or director equity incentive plans and
other customary transactions are excluded from this right of
participation.  Pursuant to the Stockholders Agreement, Costa
Brava and Griffin also have customary demand and piggyback
registration rights, and customary information and inspection
rights.

In connection with the Financing, the Company also agreed, among
other things, to: (i) appoint to the Board three directors
designated by Costa Brava and two directors designated by Griffin,
and reimburse them for costs and expenses for attending board
meetings; and (ii) hold a meeting of the Company's stockholders,
no later than April 30, 2011, to vote on a proposal to approve an
amendment of the Company's Certificate of Incorporation to
increase the number of shares of authorized Common Stock of the
Company from 150,000,000 shares to 500,000,000 shares.

                       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.


JACK IN THE BOX: S&P Withdraws 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'BB-' corporate credit rating, on San Diego-based
quick-service restaurant operator Jack in the Box Inc.

S&P took this action at the company's request.


JUSTIN ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Justin Estate Villas Ltd
        P.O. Box 7176
        Katy, TX 77491

Bankruptcy Case No.: 11-30146

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Sterling A. Minor, Esq.
                  MINOR & BAIR PLLC
                  808 Travis Street, Suite 1418
                  Niels Esperson Building
                  Houston, TX 77002-5734
                  Tel: (713) 223-8585
                  Fax: (713) 223-4324
                  E-mail: sminor@minorbairlaw.com

Scheduled Assets: $3,180,000

Scheduled Debts: $1,853,180

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by John Czapski, president of general
partner.


L RAMON BONIN: Court Approves Settlement on BofA's Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation resolving Bank of America N.A.'s claims and
terminating the automatic stay of actions against the L. Ramon
Bonin and Patty A. Bonin's interest in the Washington Food Center.

According to the Court, among other things, BofA holds valid,
perfected and unavoidable security interests in all of the
collateral, including without limitation the Washington Food
Center and all rents paid by tenants of the Washington Food Center
from and after the Debtors' bankruptcy filing.

The security interests encumbering the pledged collateral secure,
inter alia, the Debtors' obligations to BofA:

   Principal                                $48,716,134
   Interest at non-default rate               2,065,125
   Additional default interest                1,536,628
   Late Charges at non-default rate$             97,870
   Additional late charges at default rate       53,730
   Estimated Fees and Costs                     100,000
   ---------------------------------------  -----------
   Total                                    $52,569,487

Interest has accrued and will continue to accrue from and after
December 17, 2010 until paid at a variable rate.  At the current
applicable interest rates, interest at the non-default rate will
accrue at the daily rate of $7,096 if calculated at the non-
default rate and $12,377, if calculated at the default rate.  Fees
and costs due at any given time will be reported and tabulated by
BofA and, absent manifest error or fraud, will be deemed correct
for all purposes as reported by BofA.

                       About L. Ramon Bonin

San Juan Capistrano, California-based L. Ramon Bonin and Patty A.
Bonin filed for Chapter 11 bankruptcy protection on March 31, 2010
(Bankr. C.D. Calif. Case No. 10-14067).  James C. Bastian, Jr.,
Esq., at Shulman Hodges & Bastian LLP, assists the Debtors in
their restructuring efforts.  The Debtors estimated their assets
and debts at $100 million to $500 million.


LEXICON UNITED: Terminates Merger With Pathworks-Florida
--------------------------------------------------------
On December 31, 2010, Lexicon United Incorporated and Pathworks
PCO of Florida, Inc., and the former shareholders of Pathworks-
Florida -- Pathworks Corporation, James Grimwade and Chesscom
Technologies, Inc. -- executed a Share Exchange and Settlement
Agreement, the purpose of which was to unwind and terminate the
previously completed merger of Pathworks-Florida into the Company.
Thereafter, Pathworks-Florida ceased to be a subsidiary of the
Company and will continue to operate and an independent entity
unrelated to the Company.

On October 21, 2010, the Company completed a merger transaction
with Pathworks-Florida, pursuant to which Pathworks-Florida became
a wholly-owned subsidiary of the Company.

Pathworks-Florida was and is engaged in the business of
development, installation and operation of fiber optic
telecommunications delivery systems for multi-family residential
units.  As a result of the Merger, Pathworks-Florida had 1,000
shares of capital stock issued and outstanding, all of which were
held by the Company.  Pursuant to the Merger, the Company had
issued an aggregate of 8,715,000 Company shares to the former
shareholders of Pathworks-Florida.  Pursuant to the SEA, each of
the Pathworks Shareholders transferred to the Company all of its
shares of Company Stock issued in connection with the Merger in
exchange for its pro-rata share of 100% of the issued and
outstanding capital stock of Pathworks-Florida.

In connection with the SEA, the parties further agreed that:

   (a) Pathworks-Florida and each of the Pathworks Shareholders
       shall jointly and severally indemnify the Company and hold
       it harmless to the fullest extent permitted by law in
       connection with (a) any liability for any expenses
       associated with either the Heron's Glen or Huntington Lakes
       project; (b) the defense or settlement of any claim if the
       Company becomes a party to or is threatened to be made a
       party to or otherwise involved in any legal proceeding or
       administrative action related to the contracts between
       Pathworks-Florida and either Heron's Glen or Huntington
       Lakes.

   (b) The Company shall indemnify James Grimwade and hold him
       harmless to the fullest extent permitted by law if he
       becomes a party to or is threatened to be made a party to
       or otherwise involved in any legal proceeding or
       administrative action related to any claims incurred by
       him in his capacity as a director of the Company in
       connection with the defense or settlement of any such
       claim.

   (c) Unless such obligation is a specific subject of the SEA,
       all contractual obligations of the Company with respect to
       the affairs or operations of Pathworks-Florida shall be
       deemed to be terminated effective as of the Closing Date
       and there shall be no residual liability whatsoever on the
       part of the Company with respect thereto following the
       Closing Date.  Any such contractual obligations of the
       Company shall be deemed to be assigned to and assumed by
       the Pathworks Shareholders and Pathworks-Florida effective
       the Closing Date without the Company retaining any residual
       liability with respect thereto.

   (d) Effective the Closing Date, the Company unilaterally
       terminates that certain Agreement by and between the
       Company and Pathworks Corporation dated as of October 12,
       2010 which provided the Company the right to cure any
       default on the Master Agreement between Pathworks
       Corporation and Century-Link and further provided the
       Company the right in the event of such cure to acquire full
       ownership of Pathworks Corporation on terms and conditions
       to be determined between the parties.

   (e) With the sole exception of those obligations which are
       specifically incorporated in the SEA, the Parties agreed to
       release, cancel, forgive and forever discharge each other
       Party and each of his, her or its predecessors, parent
       corporations, holding companies, subsidiaries, affiliates,
       divisions, heirs, successors and assigns, and all of their
       officers, directors and employees from all actions, claims,
       demands, damages, obligations, liabilities, controversies
       and executions, of any kind or nature whatsoever, whether
       known or unknown, whether suspected or not, which have
       arisen, or may have arisen, or shall arise by reason of the
       Merger and the operations or affairs of Pathworks-Florida
       and such Parties specifically agreed to waive any claim or
       right to assert any cause of action or alleged case of
       action or claim or demand which has, through oversight or
       error intentionally or unintentionally or through a mutual
       mistake, been omitted from this mutual general release.

   (f) Effective the Closing of the SEA, James A. Grimwade,
       tendered his resignation as a director of the Company with
       immediate effect.

                       About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$3.02 million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $86,505.


LOEHMANN'S HOLDINGS: Receives Court OK for Disclosure Statement
---------------------------------------------------------------
Loehmann's Capital Corp. and its affiliates have secured Court
approval for their Disclosure Statement for the Joint Plan of
Reorganization that will substantially reduce the Company's debt
and recapitalize its balance sheet, paving the way for an
expedited and successful chapter 11 exit in February 2011.

The Court's approval allows the Company to proceed with seeking
creditor votes on the Plan, and follows the agreement reached on
December 15, 2010 with the official committee of unsecured
creditors to proceed with the restructuring plan.

Currently, holders of approximately 72% of the principal amount of
the Class A Notes and 64% of the principal amount of the Class B
Notes have executed the Restructuring Support Agreement.  The
Company had previously reached an agreement with Whippoorwill
Associates, Inc., as agent for its discretionary funds and
accounts, which represents approximately 70% of its senior secured
notes, and its existing shareholder, Istithmar World, to support
and backstop the Plan.

Voting on the acceptance of the Plan by eligible creditors will
close on February 2, 2011 at 12:00 p.m.  A Court hearing to
approve the Plan has also been scheduled for February 7, 2011.

As part of the Joint Plan of Reorganization, the Company will
receive a $25 million capital infusion upon emergence from chapter
11 through a rights offering to the Company's senior secured Class
A Noteholders, which is being backstopped by Istithmar World and
Whippoorwill Associates, Inc.  Under the terms of the global
settlement agreement between the parties, general unsecured
creditors will receive a pro rata distribution consisting of cash
in the aggregate amount of $2 million.

Daily operations at Loehmann's continue without interruption and
are currently funded via a $33 million revolving credit facility
with Crystal Financial LLC and an additional $7 million junior
facility by Whippoorwill.

                      About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.  Perella Weinberg Partners
LP is the Debtors' investment banker and financial advisor.
Clear Thinking Group LLC is the Debtors' restructuring adviser.
Troutman Sanders LLP is the Debtor's special corporate counsel.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent.


LOUIS J DOMIANO: Court Converts Case to Chapter 7
-------------------------------------------------
Judge Robert N. Opel, II, converted the joint Chapter 11 case of
Louis J. Domiano, Jr., and Debra Domiano to one under Chapter 7 of
the Bankruptcy Code, at the behest of Fidelity Deposit & Discount
Bank.  Judge Opel, however, declined the bank's motion for
accounting regarding some of the secured creditor's collateral,
without prejudice to the secured creditor seeking subsequent
relief from the Chapter 7 trustee or another authorized
representative of the bankruptcy estate.

A copy of the Court's December 28, 2010 Opinion is available
at http://is.gd/k9jSzfrom Leagle.com.

Louis J. Domiano, Jr., and his wife, Debra Domiano, a/k/a, Ann D.
Domiano, commenced Chapter 11 proceeding (Bankr. M.D. Pa. Case No.
08-51563) on June 2, 2008.


LT HOSPITALITY: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LT Hospitality, Inc.
          dba Budget Inn & Suites
          fdba Days Inn
        515 E. Commerce
        Brownwood, TX 76801

Bankruptcy Case No.: 11-10003

Chapter 11 Petition Date: January 3, 2011

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

Judge: Robert L. Jones

Debtor's Counsel: Charles Dick Harris, Esq.
                  LAW OFFICE OF DICK HARRIS, PC
                  P.O. Box 3835
                  Abilene, TX 79604
                  Tel: (325) 677-3311
                  Fax: (325) 677-3314
                  E-mail: dharris_law_firm@swbell.net

Scheduled Assets: $1,081,460

Scheduled Debts: $2,464,435

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-10003.pdf

The petition was signed by Thomas Ung, president.


MAJESTIC STAR: Sues Owner for Terminating Subchapter S Status
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Majestic Star Casino LLC commenced an adversary
proceeding against owner Don H. Barden on Dec. 31 for violating
the automatic stay by terminating the company's status as a
qualified subchapter S corporation.

According to the report, the lawsuit alleges that Don Barden
changed the status of Majestic Star's nonbankrupt parent, Barden
Development Inc. to a subchapter C corporation sometime after
Majestic's Chapter 11 filing, without notifying Majestic Star.
Majestic Star said that the change made the company liable for
"millions of dollars of tax liabilities in 2010, and millions more
going forward."

Mr. Rochelle relates that Majestic Star wants the bankruptcy judge
in Delaware to declare that the change violated the automatic stay
because there was no court approval and it interfered with the
Debtor's property.  The Debtor also wants the judge to restore
subchapter S status while making Don Barden and his company liable
for damages "believed to exceed" $2 million.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities
of $749.55 million.  When it filed for bankruptcy, the Company
estimated less than $500 million in assets and less than
$1 billion in debts.


MARKET STREET: Court Extends Plan Filing Deadline to May 2
----------------------------------------------------------
The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana extended Market Street Properties,
LLC's exclusive period to file a Chapter 11 plan of reorganization
until May 2, 2011, and exclusive period to solicit acceptances of
that plan until Aug. 1, 2011.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, assists the Company in its
restructuring effort.  The Company estimated $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


MARKET STREET: US Trustee Wants Chapter 11 Case Dismissed
---------------------------------------------------------
R. Michael Bolen, the United States Trustee for Region 5, is
asking the U.S. Bankruptcy Court for the Eastern District of
Louisiana to dismiss the Chapter 11 case of Market Street
Properties LLC because the Debtor has not filed monthly operating
reports for September, October, and November.  The U.S. Trustee
estimates that Debtor owes $4,875 in quarterly fees.  A hearing is
set for Jan. 25, 2011, at 2:00 p.m., to consider the trustee's
request.  Objections, if any, are due seven days before the
hearing.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D.
La. Case No. 09-14172).  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, assists the Company in its
restructuring effort.  The Company estimated $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


MARVKY CORP: Hearing on Further Cash Collateral Use Today
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Texas will convene a
hearing today, January 6, 2011, at 10:00 a.m., to consider Marvky
Corporation's request to further access cash securing debt to
Fannie Mae.

The Bankruptcy Court previously entered an interim order allowing
the Debtor to access rental income of the properties to continue
its business operations.

As reported in the Troubled Company Reporter on November 15, 2010,
Fannie Mae holds a mortgage against the Maryland Lakes and
Hammerly Walk properties.  As of the Petition Date, the balance
outstanding on the Hammerly Walk Apartments indebtedness is
$3,172,792, and on the Maryland Lakes Apartments indebtedness is
$4,732,864.

The Debtor related that Fannie Mae is adequately protected by the
equity cushion in the properties.  As of the Petition Date, Marvky
has valued Maryland Lakes at $5,350,000 and Hammerly Walk at
$7,400,000.  The properties provide Fannie Mae with a substantial
equity cushion, of approximately $4,850,000.

Further, Fannie Mae is granted a replacement lien on the assets on
which Fannie Mae currently has a valid security interest.  The
replacement liens will have the same priority as Fannie Mae's
prepetition liens and, absent further court order, will not be
primed or subordinated to any postpetition financing or liens
obtained or granted by the Debtor.

                     About Marvky Corporation

Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes.  The Company
filed for Chapter 11 protection on September 6, 2010 (Bankr. S.D.
Tex. Case No. 10-37786).  John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


MEADOW WOOD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Meadow Wood Investment Group, LLC
        4315 Orchard Road
        Pascagoula, MS 395

Bankruptcy Case No.: 10-53086

Chapter 11 Petition Date: December 31, 2010

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: M. Mcintosh Forsyth, Esq.
                  P.O. Box 636
                  Richton, MS 39476
                  Tel: (601) 788-5642
                  Fax: (601) 788-9721
                  E-mail: forsyth@bellsouth.net

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 Sharolyn Taylor-Massey, manager.


MEDICAL STAFFING: Seeks Same-Day Hearing for Plan, Disc. Statement
------------------------------------------------------------------
Medical Staffing Network Holdings Inc. scheduled a bankruptcy
court hearing January 6 to seek conditional approval of the
disclosure statement explaining its proposed Chapter 11 plan.

Medical Staffing wants the Disclosure Statement conditionally
approved so that it can begin sending plan solicitation materials,
set deadlines for ballots and schedule the hearings for final
approval of the Disclosure Statement and confirmation of the Plan.

Medical Staffing wants to consolidate the dates pertaining to the
final approval of the Disclosure Statement and confirmation of the
Plan.

Medical Staffing also wants to be excused from sending plan
solicitation materials to interest holders and paid creditors.
Pursuant to the Plan, Holders of Interests will receive no
distribution, their shares will be cancelled and they will be
presumed to have voted against the Plan.  The Debtors paid many of
their creditors in full pursuant to orders entered on various
first day motions.

Medical Staffing said its proposal would save administrative
expenses and encourage "a more expedient distribution to
creditors."

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Disclosure Statement tells unsecured creditors how they
are unlikely to receive anything in addition to $250,000 that
secured lenders set aside for them when they bought the assets.
The first-lien lenders bought the business by exchanging
$84.1 million of the $98.8 million they were owed.  The purchase
price also included an exchange for the $15 million in financing
they provided for the Chapter 11 case.  Holders of 90% of the
$26.8 million in second-lien debt consented to the sale.  Neither
the first-lien nor second-lien lenders are to receive any of the
$250,000 carveout on account of their deficiency claims.

Copies of the Plan and the Disclosure Statement are available at:

       http://bankrupt.com/misc/MSN_DiscStatement.pdf
       http://bankrupt.com/misc/MSN_Plan.pdf

                      About Medical Staffing

Boca Raton, Florida-based Medical Staffing Network Holdings, Inc.,
provides temporary (predominantly healthcare) staffing services
including per diem, short term contracts and travel, in the United
States.  Warburg Pincus Private Equity VIII, L.P., owns a 45.4%
stake in the Company.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Fla.
Lead Case No. 10-29101).  Medical Staffing estimated $100 million
to $500 million in assets and debts.  An affiliate of Medical
Staffing scheduled total assets of $53,293,726 and total
liabilities of $129,862,111.

The Debtors are represented by Paul Steven Singerman, Esq., and
Jordi Guso, Esq., at Berger Singerman, P.A., in Miami.  Akerman
Senterfitt is the Debtors' special corporate and transactional
counsel.  Loughlin Meghji + Company is the corporate restructuring
advisor.  Ernst & Young LLP is the accounting and tax advisor.
The Garden City Group Inc. is the claims and notice agent.


MOONING OVER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mooning Over Broadway LLC
        3933 Main Street
        Kansas City, MO 64111

Bankruptcy Case No.: 11-40011

Chapter 11 Petition Date: January 3, 2011

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

Judge: Arthur B. Federman

Debtor's Counsel: Ronald S. Weiss, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN
                  911 Main Street, Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: rweiss@bdkc.com

Scheduled Assets: $2,308,592

Scheduled Debts: $2,201,768

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mowb11-40011.pdf

The petition was signed by Aandrea Carter, member.


MOTOROLA INC: S&P Raises Corporate Credit Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and senior unsecured ratings on Motorola Inc. to
'BBB' from 'BB+' and removed the ratings from CreditWatch
Positive, where they were placed on Sept. 2, 2010.  At the same
time, S&P changed the issuer name to Motorola Solutions Inc. S&P
assigned a stable outlook.

"The higher rating incorporates S&P's view that the business
risk profile of the new Motorola Solutions (Solutions) is
satisfactory," said Standard & Poor's credit analyst Lucy
Patricola, "based on the stability of its markets, the high
priority of its public safety solutions, and the high barriers
to entry that protect its competitive position." S&P calculates
that leverage at separation will be high for the rating, with
adjusted debt to EBITDA in the mid- to high-3x area, but expect
the company to reduce debt and debt-like obligations by about
$2.25 billion by the end of 2012.  S&P believes that management
is committed to deploying existing liquidity to reduce funded
debt or debt-like equivalents to meet a leverage target of fully
adjusted debt to EBITDA in the low-2x area within the next two
years.


MYSPACE INC: No Talks Ongoing With Potential Buyers
---------------------------------------------------
Yinka Adegoke, writing for Reuters, reports that News Corp. is
still considering a sale of its social networking site MySpace but
a person familiar with the matter said there are no talks
currently with potential buyers.

Reuters notes that CNBC business television reported on Monday
that News Corp. is on course to sell MySpace by mid-2011, citing
sources.

Myspace is a social networking Web site headquartered in Beverly
Hills, California.

The Wall Street Journal's Jessica E. Vascellaro and Russell Adams
reported that 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.

Myspace reduced its staff by nearly 30% in the summer 2010,
laying-off hundreds of employees.


NATION ENERGY: Files 10-Q for Q1 of FY2009; Reports $399K Income
----------------------------------------------------------------
On January 3, 2011, Nation Energy Inc filed its quarterly report
on Form 10-Q for the quarter ended June 30, 2008.  The Company
reported a net income of US$399,334 as compared to a net loss of
US$20,705 during the previous year.  Revenues for the quarter
ended June 30, 2008 were US$100,371 as compared to US$56,103
revenues during the quarter ended June 30, 2007.

As of June 30, 2008, the Company's balance sheet showed
US$1,291,777 in total current assets, US$1,474,472 in liabilities,
all current, and a shareholders' deficit of US$182,695.

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

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

                       About Nation Energy

Based in Vancouver, Canada, Nation Energy, Inc., currently have no
business and operates as a shell company.  The Company is in the
process of evaluating the merits of joint venture opportunities in
the resource sector.  The Company sold all of its oil and gas
operations effective June 1, 2008.

StartSchenkein, LLP, in Denver, Colorado, expressed substantial
doubt about Nation Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended
March 31, 2008.  The independent auditors noted that the Company
has suffered recurring losses from operations, has no current
source of operating revenues, and needs to secure financing to
remain a going concern.

The Company reported a net loss of US$205,157 on US$266,037 of
revenue for fiscal 2008, compared with a net loss of US$217,672 on
US$263,651 of revenue for fiscal 2007.

The Company's balance sheet as of March 31, 2008, showed
US$1.70 million in total assets, US$2.27 million in total
liabilities, and a stockholders' deficit of US$570,756.


NEC HOLDINGS: Hearing on Plan Exclusivity Extension Today
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope Corp., will be in bankruptcy court
on Jan. 6 asking for an extension until April 6 of the exclusive
right to propose a Chapter 11 plan.  NEC says it drafted a plan
and is in negotiations with interested parties.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel.
David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R.
Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel.  The
Garden City Group is the claims and notice agent.

NEC Holdings estimated assets and debts of $100 million to
$500 million in its Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in a
roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NET TALK.COM: Amends Employee Agreement With A. Kyriakides
----------------------------------------------------------
Net Talk.com, Inc. filed with the Securities and Exchange
Commission on January 3, 2010, an addendum to the Amended and
Restated Employee Agreement with Anastasios Kyriakides dated as of
September 10, 2008.

The terms of positions and responsibilities are amended and
restated as follows:

     Term of Employment.  Unless Executive's employment shall
     sooner terminate pursuant to Section 7, the Company shall
     employ Executive for a term ending on December 31, 2013.
     Effective upon the expiration of the Initial Term and of each
     Additional Term, Executive's employment hereunder shall be
     deemed to be automatically extended, upon the same terms and
     conditions, for an additional period of three years, in each
     such case, commencing upon the expiration of the Initial Term
     or the then current Additional Term, as the case may be,
     unless, at least 120 days prior to the expiration of the
     Initial Term or such Additional Term, the Company shall give
     written notice to Executive of its intention not to extend
     the Employment Period hereunder, provided that a Non-E
     Extension Notice shall not constitute a notice to Executive
     of the termination of his employment by the Company unless
     such notice specifically provides for such termination of
     employment and the specific date thereof.  The period during
     which Executive is employed pursuant to this Agreement,
     including any extension thereof in accordance with the
     preceding sentence, shall be referred to as the "Employment
     Period".

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at September 30, 2010, showed
$4.81 million in total assets, $11.68 million in total
liabilities, $224,968 in redeemable preferred stock, and a
stockholders' deficit of $7.09 million.

The Company has prepared its financial statements as a going
concern.  The Company has an accumulated deficit of $12.42 million
as of September 30, 2010.


NORTH PHILLY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: North Philly Works, Inc.
        c/o Imar Hutchins
        1945 7th Avenue
        New York, NY 10026
        Tel: (646) 220-6062

Bankruptcy Case No.: 11-10027

Chapter 11 Petition Date: January 3, 2011

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

Judge: Jean K. FitzSimon

Debtor's Counsel: Michael A. Bowman, Esq.
                  BOWMAN KAVULICH, LTD
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 391-4300
                  E-mail: mbowman@bowmanltd.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 Imar Hutchins, president.


NYC OFF-TRACK: Dismissal or Trustee Appointment Hearing on Jan. 19
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the District Council 37 labor union filed a motion
seeking appointment of a trustee to sue racetracks in New York
state for receiving fraudulent transfers from Off-Track Betting
Corp. in New York City.  If the motion is granted by the
bankruptcy judge in New York, NYC OTB would fail in its effort at
having the Chapter 9 municipal reorganization dismissed at the
same Jan. 19 hearing.

As reported in the Dec. 17, 2010 edition of the Troubled Company
Reporter, NYC OTB filed a motion asking the U.S. Bankruptcy Court
for the Southern District of New York to dismiss its Chapter 9
case.  NYC OTB began closing down December 7 after the state
Senate voted down legislation for a bailout to be effected through
a Chapter 9 reorganization plan.

                        Chapter 9 Plan Off

Early December, the bankruptcy judge signed an order approving
a disclosure statement explaining the Chapter 9 municipal
reorganization plan for NYC OTB.  The Debtor, however, said it
wouldn't solicit creditors' votes unless the legislation proposed
by outgoing New York Governor David Paterson passes.

NYC OTB warned that unless a special session of the New York
legislature adopts enabling legislation, the Debtor would close
down starting December for lack of cash.

Republicans in the state Senate, however, blocked the measure.

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, more than $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).  OTB
is represented by Richard Levin, Esq., at Cravath, Swaine & Moore
LLP., in New York, and Michael S. Fox, Esq., Herbert C. Ross,
Esq., David Y. Wolnerman, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky LLP in New York.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.


ONE MADISON PARK: Green Bridge Capital et al. Sue Developer
-----------------------------------------------------------
David Jones, writing for The Real Deal, reports that Monaco-based
Green Bridge Capital S.A. and Special Situation S.A., led by CEO
Cevdet Caner, filed suit Dec. 15 in U.S. Bankruptcy Court in
Delaware, alleging that One Madison Park developer Ira Shapiro
held only a 32.5% stake in Slazer Enterprises, and must therefore
consult his partners on all major decisions.

The lawsuit claims Mr. Shapiro erroneously approved the bankruptcy
and a rescue deal from Ian Bruce Eichner for the Flatiron
condominium project without consulting with his majority partners.

In June, a group of three investors, represented by Barry
Slotnick, Esq., forced the unfinished 50-story condominium tower
in Manhattan into bankruptcy.  The Troubled Company Reporter,
citing The Wall Street Journal, said November 24, 2010, that
Bankruptcy Judge Kevin Gross approved the switch to a Chapter 11
proceeding.  As part of the bankruptcy filing, Mr. Eichner has
agreed to provide $250,000 interim financing, during the
bankruptcy reorganization.

According to The Real Deal, Mr. Shapiro in November entered into a
$40 million deal with Mr. Eichner, on a rescue plan to get the
project completed.

The Real Deal relates lawyers for Green Bridge said in court
documents that the company owned 25% of Slazer Enterprises and
that Special Situations was granted the rights to another 32.5%
from investor Marc Jacobs, who was Mr. Shapiro's partner in the
project.

Morris James attorney Brett Fallon, Esq., represents Green Bridge.
Mr. Fallon may be reached at:

          Brett D. Fallon, Esq.
          MORRIS JAMES LLP
          500 Delaware Avenue, Suite 1500
          Wilmington, DE 19801-1494
          Telephone: 302-888-6888
          Facsimile: 302-571-1750
          E-mail: bfallon@morrisjames.com

The Real Deal says lawyers for Mr. Shapiro, meanwhile, pointed out
that the investors made no previous effort to get involved with
running or rescuing the condo, and now have filed court documents
that are defective.

While Mr. Shapiro spent the last nine months working to save the
condo, the plaintiffs were "4,000 miles away, spending none of
their time or money, doing nothing whatsoever for any of the
debtors," attorney Bruce Grohsgal said, on Mr. Shapiro's behalf.
Mr. Grohsgal may be reached at:

          Bruce Grohsgal, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Telephone: 302-778-6403
          E-mail: bgrohsgal@pszjlaw.com

The Real Deal notes Mr. Caner, a billionaire Turkish-born real
estate investor, made an $18 million loan in 2007 to Mr. Shapiro
through his former company, Level One, where he was CEO.  In
exchange, he received a pledge for a 35% stake in Mr. Shapiro's
Slazer Enterprises, which developed One Madison Park.

The Real Deal relates lawyers for Mr. Jacobs said he would still
like to see the project completed, but denied that he had anything
to do with the Eichner deal.

Lawrence McCarron, Esq., represents Mr. Jacobs.  Mr. McCarron may
be reached at:

          Lawrence McCarron, Esq.
          ROGERS, MCCARRON & HABAS, PC
          Prel Plaza, Suite 7, 60 Dutch Hill Road
          Orangeburg, New York 10962
          Telephone: 845-359-5400
          E-mail: lmccarron@barpc.com

The report says a full court hearing on the Green Bridge lawsuit
is scheduled for January 10.


OPTIMUMBANK HOLDINGS: Shareholders Elect 7 Nominees for Director
----------------------------------------------------------------
On December 29, 2010, OptimumBank Holdings, Inc. held its 2010
Annual Meeting of Shareholders.  There were 3,276,842 shares of
common stock entitled to be voted.  2,476,815 shares were voted in
person or by proxy.  At the Annual Meeting:

   (1) the shareholders voted to elect the seven nominees for
       director; and

   (2) the shareholders voted to ratify the appointment of Hacker,
       Johnson & Smith PA as the Company's independent auditor for
       fiscal year 2010.

The seven director nominees are:

   (a) Sam Borek;
   (b) Richard L. Browdy;
   (c) Wendy Mitchler;
   (d) Larry Willis;
   (e) Jerry Grace;
   (f) Jack Calloway; and
   (g) Robert Acri

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company's balance sheet at September 30, 2010, showed
$202.74 million in total assets, $198.22 million in total
liabilities, and a stockholders' equity of $4.52 million.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in the
filing.



OSCEOLA DEVELOPMENT: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Osceola Development Project, LP, filed with the U.S. Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                    $119,400,000
B. Personal Property                 $24,630,178
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $86,694,731
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $137,162
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $46,570,354
                                     -----------       -----------
      TOTAL                         $144,030,178      $133,402,247

A copy of the schedules is available for free at:

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

Tequesta, Florida-based Osceola Development Project, LP, filed for
Chapter 11 bankruptcy protection on December 23, 2010 (Bankr. S.D.
Fla. Case No. 10-48806).  Alvin S. Goldstein, Esq., and Robert C.
Furr, Esq., at Furr & Cohen, P.A., serve as the Debtor's
bankruptcy counsel.

Affiliate Osceola Trace Development Corporation filed a separate
Chapter 11 petition on December 23, 2010 (Bankr. S.D. Fla. Case
No. 10-48790).


OSCEOLA DEVELOPMENT: Section 341(a) Meeting Scheduled for Feb. 2
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Osceola
Development Project, LP's creditors on February 2, 2011, at
10:30 a.m.  The meeting will be held at Flagler Waterview
Building, 1515 N Flagler Dr Room 870, West Palm Beach, FL 33401.

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.

Tequesta, Florida-based Osceola Development Project, LP, filed for
Chapter 11 bankruptcy protection on December 23, 2010 (Bankr. S.D.
Fla. Case No. 10-48806).  Alvin S. Goldstein, Esq., and Robert C.
Furr, Esq., at Furr & Cohen, P.A., serve as the Debtor's
bankruptcy counsel.  According to its schedules, the Debtor
disclosed $144,030,178 in total assets and $133,402,247 in total
debts.

Affiliate Osceola Trace Development Corporation filed a separate
Chapter 11 petition on December 23, 2010 (Bankr. S.D. Fla. Case
No. 10-48790).


PANOCHE VALLEY: US Trustee Wants Chapter 11 Case Dismissed
----------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, is asking the
U.S. Bankruptcy Court for the Southern District of California to
dismiss the Chapter 11 case of Panoche Valley LLC, or convert the
Debtor's case to Chapter 7 liquidation proceeding.

The U.S. Trustee told the Court that the Debtor failed to file
monthly operating reports since March 2010, thereby depriving the
Court and parties-in-interest of any financial information related
to the case and obligations of the Debtor.  The U.S. Trustee added
the Debtor failed to file a plan of reorganization after more than
eleven months under Chapter 11 protection.

A hearing is set for Jan. 10, 2011, at 3:30 p.m., to consider the
U.S. Trustee's request.

San Diego, California-based Panoche Valley, LLC, filed for Chapter
11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif.
Case No. 09-19670).  Thomas C. Nelson, Esq., who has an office in
San Diego, California, assists the Company in its restructuring
effort.  The Company estimated $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities in its Chapter
11 petition.


PATIENTFIRST HEALTHCARE: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: PatientFirst Healthcare Alliance, PA
        4801 College Boulevard
        Leawood, KS 66211-1602

Bankruptcy Case No.: 10-24402

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 SANDERS 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

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

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Steve D. Waldman, M.D.             Second Amended       $2,836,862
11600 Manor                        Promissory Note
Leawood, KS 66211-3008


PFG ASPENWALK: US Trustee Unable to Form Creditors Committee
------------------------------------------------------------
The U.S. Trustee for Region 12 told the U.S. Bankruptcy Court for
the District of Minnesota that it was unable to appoint a
committee of unsecured creditors for PFG Aspenwalk LLC.

San Diego, California-based Panoche Valley, LLC, filed for Chapter
11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif.
Case No. 09-19670).  Thomas C. Nelson, Esq., who has an office in
San Diego, California, assists the Company in its restructuring
effort.  The Company estimated $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities in its Chapter
11 petition.


PUREWAL ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Purewal Enterprises PVT, INC.
          dba Knights Inn
          dba Ramada Conference Center
        23224 94th Ave S
        Kent, WA 98031

Bankruptcy Case No.: 10-25589

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Matthew J. Cunanan, Esq.
                  DC LAW GROUP PLLC
                  1900 S Puget Dr Ste 203
                  Renton, WA 98055
                  Tel: (206) 494-0400
                  E-mail: matthew@dcgroupnw.com

Scheduled Assets: $2,943,690

Scheduled Debts: $7,120,922

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-25589.pdf

The petition was signed by Gurinderjit Purewal, president/CEO.


QUANTUM FUEL: Senior Lender Agrees to Forbearance Until April 30
----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., and its senior
lender, WB QT, LLC, entered into a Ninth Amendment to Credit
Agreement and a Forbearance Agreement on January 3, 2011.  The
Senior Lender agreed to provide the Company with a $5.0 million
non-revolving line of credit, which may be drawn upon at any time
prior to April 30, 2011.  Advances under the New Line of Credit do
not bear interest -- unless an event of default occurs, in which
case the interest rate would be 10% per annum -- and mature on
April 30, 2011.

Advances under the New Line of Credit are secured by substantially
all of the Company's assets.  Upon execution of the New Line of
Credit, the Company requested an advance of $2.5 million against
the $5.0 million available under the New Line of Credit.  The
Senior Lender is obligated to fund the advance within 5 business
days.

The Senior Lender also agreed to forbear from accelerating the
maturity date for any portion of the Senior Debt Amount and from
exercising any of its rights and remedies with respect to the
Senior Debt Amount until April 30, 2011; provided, however, that
the Forbearance Period expires immediately if the Company defaults
under the Forbearance Agreement or upon the commencement of a
voluntary bankruptcy, insolvency, reorganization or similar
proceeding or the commencement of any similar non-voluntary case
or proceeding that remains undismissed or stayed for more than 30
days.  Under the Forbearance Agreement, the Company is precluded
from using the proceeds from the New Line of Credit to pay any
portion of the so-called bridge notes.

On October 13, 2010 and October 19, 2010, the Company sold $4.0
million of senior unsecured subordinated promissory notes --
Bridge Notes -- to certain accredited investors.  The principal
and accrued interest due under the Bridge Notes matured on
December 31, 2010, and the Company was unable to make the required
principal and interest payments.  The Company is currently in
negotiations with the holders of the Bridge Notes to amend the
maturity date and repayment terms but can provide no assurance
that such negotiations will be successful.  To date, the Company
and holders of Bridge Notes totaling $150,000 have entered into
agreements to extend the maturity date of the Bridge Notes to
April 30, 2011.

A default under the Bridge Notes constitutes a cross default or
event of default under the Senior Loan Documents.

Pursuant to the Forbearance Agreement, the Company agreed that it
owes the Senior Lenders $20,612,641 as of October 31, 2010.

Upon execution of the Ninth Amendment to Credit Agreement, the
Company issued the Senior Lender a three-year common stock
purchase warrant entitling the Senior Lender to purchase 5,555,555
shares of the Company's common stock at an exercise price of $0.45
per share.  The Lender Warrant expires on January 3, 2014.

Also on January 3, 2011, the Company and its Senior Lender entered
into an Amendment to Convertible Notes Agreement to (i) extend the
maturity date of the Convertible Notes from July 31, 2011 to
August 31, 2011, and (ii) change the conversion price on the
Convertible Notes from $0.71 per share to $0.49 per share.

On January 3, 2011, pursuant to the terms of the Ninth Amendment
to Credit Agreement, the Company, Senior Lender and Whitebox
Advisors, LLC, an affiliate of the Senior Lender, agreed to
terminate the $10.0 million investment commitment agreement dated
August 3, 2009, as amended, which was scheduled to expire on
March 31, 2011.

A full-text copy of the Ninth Amendment to Credit Agreement dated
January 3, 2011, is available at http://is.gd/k93tA

A full-text copy of the Non-Revolving Line of Credit Promissory
Note dated January 3, 2011, is available at http://is.gd/k93yz

A full-text copy of the Forbearance Agreement dated January 3,
2011, is available at http://is.gd/k93DV

A full-text copy of the Amendment to Convertible Notes Agreement
dated January 3, 2011, is available at http://is.gd/k93Je

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.


REGAL ENTERTAINMENT: Fitch Assigns 'B-/RR6' Rating to Senior Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR6' rating to the proposed
additional issuance of Regal Entertainment Group 9.125% senior
unsecured note due 2018.  Proceeds of the notes are expected to be
used to redeem a portion of Regal Cinemas Corporation's senior
secured credit facility and for general corporate purposes.  Regal
Cinemas is an indirectly wholly owned subsidiary of Regal.  In
addition, Fitch has also taken these rating actions:

Regal

  -- Issuer Default Rating affirmed at 'B+';
  -- Senior unsecured notes affirmed at 'B-/RR6'.

Regal Cinemas

  -- IDR affirmed at 'B+';
  -- Senior secured credit facility affirmed at 'BB+/RR1';
  -- Senior unsecured notes upgraded to 'BB-/RR3' from 'B+/RR4'.

The Rating Outlook is Stable.

The upgrade on Regal Cinemas' senior unsecured notes reflects the
notes improved recovery prospects (from an expected 35% to 67%
recovery), following the proposed offering and partial redemption
of the senior credit facility.  Fitch's recovery analysis
estimates an adjusted, distressed enterprise valuation of
$1.7 billion, using a 5 times multiple and including a
conservative estimate for Regal's 19.4% stake in National
CineMedia LLC of approximately $200 million.

Regal will issue the senior notes pursuant to the indenture dated
Aug. 16, 2010, under which Regal also issued $275 million of
9.125% senior notes due 2018 on Aug. 16, 2010.  The current
proposed offering is an upsize of the previous issuance and will
have identical terms to the prior notes.

The indenture, dated Aug. 16, 2010, includes covenants related to
limitation on consolidated debt (net interest coverage greater
than 2x incurrence test), limitation on restricted payments (a
basket that increases based on, among other factors, the excess of
EBITDA over 1.7x interest expense) and limitation on liens
(standard carve-outs exist in addition to an incurrence test of
2.75x net senior secured leverage).  In addition, the indenture
includes a change of control provision that is triggered if any
person (except for the Anschutz Company and any of its affiliates)
becomes the beneficial owner of 50% or more of the voting stock of
Regal.  Other change of control triggers include a majority change
in the Board of Directors, the liquidation or dissolution of
Regal, and if all or substantially all of Regal's and its
subsidiaries' assets are sold.  There are cross payment
default/cross acceleration provisions (among Regal and Regal
Cinemas) in regard to debt in excess of $25 million.

Fitch believes that the company will continue to focus free cash
flow (FCF) deployment toward build-out of theaters, acquisition of
theater assets and/or for shareholder-friendly activities.
However, while not anticipated, a debt-financed material
acquisition or return of capital to shareholders that would raise
the unadjusted gross leverage beyond 4.5x could have a negative
impact on the rating.

As of Sept. 30, 2010, liquidity was made up of $414 million in
cash and $82 million in credit facility availability (reduced by
$3 million in letters of credit), under the company's $85 million
revolving credit facility due May 2015.  As of the end of the
third quarter, Regal was still in the process of retiring the
convertible senior notes due 2011 and Regal Cinemas senior
subordinated notes due 2012, and as such, approximately
$156 million of the $414 million on the balance sheet is expected
to be deployed for these debt repayments.  In addition, a portion
of the cash balance was likely further reduced to fund Regal's
special dividend of $216 million, which was announced and paid
last month, with pro forma remaining cash balance of roughly
$42 million (not accounting for cash generated during the fourth
quarter of 2010).  There are no significant maturities until 2016.
Fitch expects FCF for 2011 to be in the range of approximately
$60 million-$100 million.

Pro forma for the full redemption of the senior convertible notes
and senior subordinated notes, total debt as of Sept. 30, 2010 was
approximately $2 billion, and lease-adjusted gross leverage, based
on Fitch's calculations was 5.0x (unadjusted gross leverage was at
4.0x).  Fitch expects unadjusted gross leverage to gradually
decline over the next few years, but remain above 3.5x.

The ratings reflect these key considerations:

  -- Regal's size and position as the largest domestic movie
     exhibitor, with 6,723 screens in 542 theaters.  Fitch expects
     the company to continue to improve its relatively modern
     theater circuit in a disciplined manner.  The ratings also
     reflect solid geographic diversity and relatively stable
     operating performance.

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios biggest/most
     profitable releases.

  -- In the near term, Fitch expects box office revenue for 2011
     to be fueled by the premium pricing charged on 3-D films as
     major 3-D films continue to be released, along with the
     growing capacity of 3-D capable screens.  However, Fitch
     continues to expect that the movie exhibitor industry will be
     challenged in growing attendance and any potential attendance
     declines will offset some of the growth in average ticket
     prices.  Fitch expects that the announced 2011 films (which
     include several releases from Marvel and DC Comics, as well
     as nine sequels) will be able to draw sufficient attendance
     to maintain current attendance levels or at least keep
     declines in the 1% to 2% range.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions. While Fitch does
     not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
      (which represent approximately 27% of Regal's total revenues
     and carry 86% gross margins), may be vulnerable to reduced
     per-guest concession spending due to cyclical factors or a
     re-acceleration of commodity prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators FCF negative during periods of
     reduced attendance). In addition, Regal and its peers rely on
     the quality, quantity, and timing of movie products, all
     factors out of management's control.


REGAL ENTERTAINMENT: Moody's Puts 'B3' Rating on $150 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Regal
Entertainment Group's new $150 million add-on senior unsecured
notes issue (Regal is the publicly traded parent holding company
of Regal Cinemas Corporation).  Since proceeds from the new issue
will be used to pay down Regal Cinema's $1,235 million bank credit
facility due November 2016, the transaction is neutral to Regal's
consolidated credit profile and Regal's B1 corporate family
rating, B1 probability of default rating, and stable rating
outlook were affirmed.  Further, the add-on notes are rated at the
same B3 level as the reference note issue.  However, as the
transaction decreases the proportion of senior secured debt while
increasing that for junior-most debt, the rating for Regal
Cinema's bank credit facility was upgraded to Ba2 from Ba3.

In December, Regal announced and paid a $216 million special
dividend.  In light of what Moody's think are mounting pressures
on the industry (theatric windows are shrinking, on-line
distribution is gaining momentum, and recent revenue gains have
depended mostly on ticket price increases which surely cannot
continue indefinitely), Moody's interpreted this as an aggressive
step.  However, as last Fall's $275 million notes issue prefunded
redemption of the remaining $105 million of convertible notes due
March, 2011, and as Regal continues to have a relatively large
cash balance ($149 million at September 30, 2010, pro forma for
the redemption and special dividend), the dividend can be
accommodated within the B1 rating, albeit the company has consumed
some of its financial flexibility.  This is especially the case in
light of recent trends that show deteriorating leverage and
coverage.  However, as Moody's expects the company to be cash flow
positive, do not expect financial covenant compliance issues and
given the cash balance, Regal continues to have very good
liquidity.  The SGL-1 speculative grade liquidity rating therefore
also remains unchanged, and the rating outlook remains stable.

This summarizes the rating actions and Regal's ratings:

Ratings and Outlook Actions:

Issuer: Regal Entertainment Group

  -- Senior Unsecured add-on Senior Notes issue assigned B3 (LGD6,
     92%)

  -- Senior Unsecured Senior Notes (Underlying issue), unchanged
     at B3 with the LGD assessment changed to LGD6, 92% from LGD6,
     94%

  -- Corporate Family Rating, Unchanged at B1

  -- Probability of Default Rating, Unchanged at B1

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

  -- Outlook, Unchanged at Stable

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2,
     24%) from Ba3 (LGD3, 32%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B2 with
     the LGD assessment changed to LGD5, 72% from LGD5, 82%

  -- Outlook, Unchanged at Stable

                         Rating Rationale

The company's ongoing nominal free cash flow profile, its
relatively high financial leverage and a very limited ability to
repay debt from internally generated cash flow are the key
considerations that constrain ratings.  The company's historic
propensity to reward shareholders, which was very recently
reinforced, also factors into the ratings assessment.  This is
especially relevant as business conditions, in Moody's view,
deteriorate.  While cinema exhibition has an historically proven
business model, evolving consumer preferences and distribution
technologies suggest that the business is more vulnerable to
substitution than has historically been the case, and, in turn, it
may be necessary in the near future to maintain a more
conservative capital structure than has historically been the case
at any given ratings level.  Support for the ratings is provided
by the company's leading stature in the cinema exhibition
industry.  Scale and recession-tested financial performance are
positive features.  So too is the company's remaining
approximately 21.5 million unit position in National Cinemedia LLC
(approximately 10.75%); the pre-tax realization value of
approximately $345 million (assuming a per unit price of $16)
provides an important buffer of just under 7% of gross fully
adjusted debt.  With approximately $144 million of cash
(September 30, 2010, pro forma for this March's $105 million
convertible note redemption and last month's $216 million special
dividend), modestly positive free cash flow, no near term
financial covenant pressure, and sundry assets that could be sold
for cash, the company has very good liquidity.  This mitigates
near term default risk and supports the B1 CFR and PDR.

                          Rating Outlook

Regal's B1 CFR reflects the trade-offs between the relative
stability and the small magnitude of the company's cash flow
stream.  With no change expected in either parameter, and with
very good liquidity, the ratings outlook is stable.

                What Could Change the Rating Up

Given the company's ability to generate free cash flow and an
historic propensity to allocate free cash flow to equity holders,
a near-term ratings upgrade is not likely.  However, the rating
could be upgraded if the company demonstrates a clear trajectory
towards maintaining TD/EBITDA below 5x while at the same time
maintaining free cash flow to debt in excess of 5%.

               What Could Change the Rating Down

Downward pressure on the rating could occur if the company is
unable to demonstrate an ability to sustain 2%-to-3% FCF/TD.
Additionally, adverse liquidity developments, material debt-
financed acquisitions or TD/EBITDA leverage approaching 6x would
also likely pressure the rating.

                        Corporate Profile

Regal Entertainment Group is the parent company of Regal
Entertainment Holdings, Inc., which is the parent company of Regal
Cinemas Corporation and its subsidiaries.  The Company operates a
theatre circuit in the United States consisting of 6,705 screens
in 540 theatres in 37 states and the District of Columbia.  Regal
develops, acquires and operates multi-screen theatres primarily in
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.

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


RENAISSANT LAFAYETTE: Compromise With Interforum Group Approved
---------------------------------------------------------------
On December 28, 2010, the U.S. Bankruptcy Court for the Eastern
District of Wisconsin approved the settlement agreement between
Renaissant Lafayette LLC and Interforum Holdings, Inc., and
Interforum Holdings-Lafayette, LLC (the "Interforum Entities"),
which resolves all matters pertaining in any way to the Debtor,
the Debtor's Chapter 11 case, or the Park Lafayette Project.

Pursuant to the Settlement Agreement, the Debtor and the
Interforum Entities have agreed that (i) both of the Interforum
Entities ceased to be members of the Debtor as of February 13,
2009, and they have no rights of any kind against, in or related
to Renaissant or the Park Lafayette Project; (ii) neither of the
Interforum Entities has any standing in the bankruptcy case;
(iii) the Debtor and the Interforum Entities will grant complete
mutual releases to one another and related parties and entities
with respect to all matters pertaining to the Debtor, the
Park Lafayette Project and this Chapter 11 Case; and (iv) the
Objections (to the sale of substantially all of the Debtor's
assets) and the Motion to Dismiss the Petition will be deemed to
have been withdrawn with prejudice.

Neither the Debtor nor its lender (Amalgamated Bank) will make any
payments to the Interforum Entities pursuant to the settlement.

Interforum Holdings, Inc., owned a 12.5% interest in the Debtor,
and Interforum Holdings-Lafayette, LLC, owned a 37.5% interest in
the Debtor.

As reported in the Troubled Company Reporter on December 6, 2010,
Interforum Holdings-Lafayette, LLC, sold its 37.5% interest back
to Renaissant in February 2009 for $500,000, and filed a copy of
the signed agreement with the Bankruptcy Court.  The Interforum
Entities denied they sold their interest in the Project, and said
that the copy of the signed agreement that was filed with the
Bankruptcy Court is "null and void."

The Debtor disputed this claim of the Interforum Entities.  It
believed that both of the Interforum Entities had withdrawn as
members of the Debtor in February of 2009, and therefore amended
its Operating Agreement to treat both of the Interforum Entities
as having withdrawn and disassociated themselves as members from
the Debtor.

                    About Renaissant Lafayette

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 protection on December 23, 2009
(Bankr. E.D. Wis. Case No. 09-38166).  The Company estimated its
assets at $50 million to $100 million and debts at $100 million to
$500 million.

As reported in the Troubled Company Reporter on December 29, 2010,
the Bankruptcy Court approved Renaissant Lafayette's request to
sell its Park Lafayette building to Amalgamated Bank of New York
City.  Interforum Holdings, which had asked the Court to block the
sale, withdrew its complaint after the judge approved a settlement
agreement that it negotiated with the Debtor.


REZONANS LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rezonans, LLC
        625 E Happy Canyon Road
        Castle Rock, CO 80108

Bankruptcy Case No.: 10-42418

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: Not Indicated

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob10-42418.pdf

The petition was signed by Nancy M. King, manager.


RHI ENTERTAINMENT: Rejects Pact to Use "Lonely Teardrops" Tune
--------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that RHI Entertainment Inc. is seeking bankruptcy-court
permission to drop its agreement to use the "Lonely Teardrops"
tune, saying the contract "financially burdensome."

An iconic 1950s song, "Lonely Teardrops" was used in the 1998
miniseries "The Temptations," which first aired on NBC.  Mr.
Morath says RHI holds the rights to the series about the Motown
quintet but said it's abandoning plans to market the series to
others because the expense associated obtaining the necessary
music licenses outweigh the financial benefits.

RHI licensed the song from Jobete Music Co., Mr. Morath says,
citing court papers.  A hearing on the matter is set for next
week.

                   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.

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.  A hearing has been scheduled for
Feb. 17, 2011, to consider the adequacy of the Disclosure
Statement.


RICHARD KLARCHEK: Obtains Approval to Sell Watercraft for $7,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has authorized the Sec. 363(b) sale of Richard J. Klarchek's 2004
Sea-Doo Gtx 4-Tec HIN ZZN20309B404, and a 2004 Sea-Doo Rxp HIN
ZZN23255C404 ("the Watercraft") to Margaret Lombardo for $7,000.

Ms. Lombardo submitted the highest and best offer for the
Watercraft.

Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11
bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case
No. 10-44866).  Gregory K. Stern, Esq., Monica C. O'Brien, Esq.,
James E. Hausler, Esq., and Christina M. Riepel, Esq., at Gregory
K. Stern, P.C., represent the Debtor as bankruptcy counsel.  In
his schedules, the Debtor disclosed $19,075,553 in assets and
$52,985,832 in liabilities as of the petition date.

Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No.
10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No.
10-22319) filed separate Chapter 11 petitions.


SANSWIRE CORP: Inks Stock Purchase Agreement With M. Clark
----------------------------------------------------------
On December 27, 2010, Sanswire Corp. entered into a First
Amendment to Escrow and Stock Purchase Agreement with Michael K.
Clark, the Company's Chairman of the Board of Directors, and
Hinshaw& Culbertson LLP to amend that certain Escrow and Stock
Purchase Agreement dated as of September 29, 2010 among the
parties.  The Amendment reduces the number of shares of common
stock, par value $0.00001 per share, of the Company from 4,000,000
to 3,333,333 shares that Mr. Clark will receive in return for the
$250,000 he provided to facilitate the Company's settlement with
the Securities and Exchange Commission.

On December 27, 2010, the Company entered into a Stock Purchase
Agreement with Mr. Clark, for the purchase of 3,333,333 shares of
Common Stock, which shares shall be restricted pursuant to the
securities laws, in connection with the $250,000 Mr. Clark
provided to facilitate the Company's settlement with the
Securities and Exchange Commission.

On December 27, 2010, Mr. Clark received an option to purchase
1,333,334 shares of Common Stock at an exercise price of $0.09 per
share, which was the closing price of the Company's Common Stock
on the date the Company's Board of Directors approved the issuance
of the Clark Option, pursuant to an Option Agreement.  The Clark
Option is fully vested and is exercisable until the earlier of
three years from the effective date of the Clark Option or 90 days
after the termination of Mr. Clark's membership on the Company's
Board of Directors.

On December 27, 2010, the Company entered into an Agreement with
Glenn D. Estrella, the Company's President and Chief Executive
Officer, whereby the parties mutually agreed to rescind the
issuance of 5,000,000 shares of Common Stock that had been issued
to Mr. Estrella in June 2010.

On December 27, 2010, the Company entered into an Amended and
Restated Employment Agreement with Mr. Estrella providing for a
three year term and annual salary of $250,000 per year, such
salary to be accelerated upon a change of control of the Company
or Mr. Estrella's termination of employment without cause or for
good reason.  The Employment Agreement includes one year
noncompetition and non-solicitation provisions as well as
confidentiality and inventions assignment provisions.

On December 27, 2010, Mr. Estrella received an option to purchase
7,222,222 shares of Common Stock at an exercise price of $0.09 per
share, which was the closing price of the Company's Common Stock
on the date the Company's Board of Directors approved the issuance
of the Estrella Option, pursuant to an Option Agreement.  The
Estrella Option is fully vested and is exercisable until the
earlier of three years from the effective date of the Estrella
Option or 90 days after the termination of Mr. Estrella's
employment with the Company.

No underwriting discounts or commissions were paid in connection
with any of the above agreements or securities issuances.

                         About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company's balance sheet as of September 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.  The Company had a
working capital deficit of $20.2 million and an accumulated
deficit of $142.4 million at September 30, 2010.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, 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 experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.


SCOTTISH DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Scottish Development, LLC
        dba Scottish Inn
        P.O. Box 1037
        Claxton, GA 30417

Bankruptcy Case No.: 10-61122

Chapter 11 Petition Date: December 30, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtor's Counsel: Jesse C. Stone, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

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

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/gasb10-61122.pdf

The petition was signed by Charles Sutton, managing member.


SECOND WEST: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Second West, LLC
        1372 Hancock Street, No. 401
        Quincy, MA 02169

Bankruptcy Case No.: 10-23897

Chapter 11 Petition Date: December 28, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: James G. Grillo, Esq.
                  HEAFITZ & SULLIVAN
                  56 Chesnut Hill Ave
                  Brighton, MA 02135
                  Tel: (617) 562-1000
                  E-mail: james@hsconstructionlaw.com

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

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

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab10-23897.pdf


TAMARACK RESORT: Bank of America Takes Back Two Ski Lifts
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge approved a request by the leasing
subsidiary of Bank of America Corp. to recover two chairlifts from
Tamarack Resort LLC.

The Troubled Company Reporter ran a story on Banc of America
Leasing & Capital LLC's request to lift the automatic stay in its
December 10, 2010, issue.  Banc of America Leasing said it has not
received lease payments for the ski lifts for a year.  Mr.
Rochelle says Tamarack unsuccessfully argued that losing the two
lifts would lower the value of its ski resort project.

Mr. Rochelle relates that Tamarack has three other lifts that will
be operated this season by the homeowners' association under a
lease the bankruptcy judge approved to operate the facility.  The
association pays the state $80,000 to extend the time for assuming
the lease until June 2011.

Tamarack leases the land from the state.  The secured lender paid
the state almost $300,000 in rent that was due in January 2010 and
pays the state another $125,000 for 2011.

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TAPATIO SPRINGS DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Tapatio Springs Development Company, Inc.
        P.O. Box 1435
        Boerne, TX 78006

Bankruptcy Case No.: 11-50050

Chapter 11 Petition Date: January 3, 2011

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

Judge: Ronald B. King

Debtor's Counsel: Christopher J. Weber, Esq.
                  CHRISTOPHER J. WEBER, LLC
                  9901 West IH-10, Suite 165
                  San Antonio, TX 78230-2252
                  Tel: (210) 614-6400

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Jack Parker, president.


TAPATIO SPRINGS REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Tapatio Springs Real Estate Holdings, LP
        101 Preston Trail
        Boerne, TX 78006

Bankruptcy Case No.: 11-50054

Chapter 11 Petition Date: January 3, 2011

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

Judge: Ronald B. King

Debtor's Counsel: Christopher J. Weber, Esq.
                  CHRISTOPHER J. WEBER, LLC
                  9901 West IH-10, Suite 165
                  San Antonio, TX 78230-2252
                  Tel: (210) 614-6400

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Michael Shalit, authorized agent for
general partner.


TARGUS INFORMATION: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Vienna, Va.-based TARGUS Information
Corp.  S&P also assigned its 'BB-' issue-level rating and '2'
recovery rating to the company's $190 million senior secured
credit facility.  The facility consists of a $175 million term
loan B due 2016 and a $15 million revolving credit facility due
2015.  The recovery rating of '2' indicates S&P's expectation for
substantial (70%-90%) recovery in the event of default.

The proceeds, in addition to cash from the balance sheet, will
fund a $187 million shareholder dividend, redeem all outstanding
preferred stock, and cover related fees.  The ratings S&P is
assigning are final and follow the closing of the financing on
Dec. 29, 2010.

"The ratings on TARGUS reflect its participation in a competitive
market dominated by well-capitalized incumbent telecommunications
providers, a concentrated customer base, and an aggressive
financial policy," said Standard & Poor's credit analyst Michael
Senno.  S&P believes the company's new Internet-based products
have the potential to generate high revenue growth, although
demand prospects are uncertain.  Factors that partially offset
these risks include multiyear contracts providing high visibility
into recurring revenue, a strong customer retention record, and
healthy EBITDA margins.  Pro forma for the recently completed
financing, TARGUS will have debt to EBITDA of about 3.3x,
including S&P's adjustments for operating leases.


THOMPSON PUBLISHING: Completes Sale of Business to Lenders
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Thompson Publishing Holding Co. said that the sale of
its publishing business was completed on Dec. 23.  Thompson was
authorized in November to sell the business to the first-lien
lenders in exchange for $42 million in secured debt in a Sec. 363
sale transaction.

                    About Thompson Publishing

Based in Washington, legal publisher Thompson Publishing had 300
products and 70,000 subscribers, producing an estimated $49
million in revenue in 2010.  Thompson also arranged conferences
and employee-training events.

Thompson Publishing Holding Co. Inc. and six affiliates sought
chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on Sept.
21, 2010.  Thompson is majority owned by Avista Capital Partners,
which bought a 50% stake in the company for $130 million in 2006.
Thompson disclosed approximately $20 million in assets and about
$166 million in liabilities as of the Petition Date.  John F.
Ventola, Esq., and Lisa E. Herrington, Esq., at Choate, Hall &
Stewart LLP in Boston, Mass., and Alissa T. Gazze, Esq., Chad A.
Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht &
Tunnell, LLP, provide the Debtors with legal counsel, and Mark
Chesen and Michael Gorman at SSG Capital Advisors LLC in
Conshohocken, Pa., provide the Debtors with financial advisory
services.


TISHA, LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tisha, LLC
        2502 West Ferguson
        Mount Pleasant, TX 75455

Bankruptcy Case No.: 11-40054

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.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 Babu Patel, member.


UCI INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of UCI
International, Inc. -- Corporate Family and Probability of Default
-- at B2.  UCI is the ultimate parent of United Components, Inc.
This action follows UCI's disclosure of the financing arrangements
for the company's acquisition by an affiliate of the Rank Group.
In a related action, Moody's assigned a Ba3 rating to UCI's new
bank credit facilities, and a B3 rating to UCI's new senior
unsecured notes.  The rating outlook is stable.

Rank Group or its affiliate, subject to certain conditions, will
acquire all of the outstanding shares of capital stock and other
equity interests in UCI for a payment of $375 million to the
company's existing equity holders; and raise $250 million of new
senior unsecured notes, $450 million of new senior secured term
loans, and use cash on hand to refinance UCI's and its
subsidiaries' existing indebtedness.  The transaction is subject
to certain regulatory approvals but is anticipated to close in Q1
2011.

These ratings were assigned:

UCI International, Inc.

* Ba3 (LGD2, 28%), to the new $75 million guaranteed senior
  secured revolving credit due 2016;

* Ba3 (LGD2, 28%), to the new $450 million guaranteed senior
  secured term loan due 2017;

* B3, (LGD5, 77%) to the new $250 million guaranteed senior
  unsecured notes due 2019.

These ratings were affirmed:

UCI International, Inc.

* Corporate Family Rating, at B2;

* Probability of Default Rating, at B2;

* Unguaranteed senior unsecured notes; at Caa1 (LGD5, 86%) -- the
  note ratings will be withdrawn upon their refinancing.

United Components, Inc.

* $75 million guaranteed senior secured revolving credit due 2015,
  Ba3 (LGD2, 24%);

* $425 million guaranteed senior secured term loan due 2017, Ba3
   (LGD2, 24%);

The bank credit facility ratings will be withdrawn upon their
refinancing.

                        Ratings Rationale

The affirmation of B2 UCI's Corporate Family Rating incorporates
the modest debt reduction expected upon the consummation of the
company's acquisition by an affiliate of the Rank Group.  Pro
forma the transaction for the LTM period ending 9/30/10, UCI's
funded debt level is expected to reduce by about 9%.
Nevertheless, UCI's pro forma Debt/EBITDA will remain high at
approximately 5.7x.  As part of the transaction, UCI's Holdco PIK
notes will be repaid, eliminating the requirement in March 2012 to
redeem for cash a portion of the notes to the extent required to
prevent the UCI Holdco PIK notes from being treated as an
applicable high yield discount obligation.  The company's
financial flexibility to manage through this requirement was
incorporated in the upgrade of the Corporate Family Rating in
September 2010.

UCI's change in ownership is not expected to disrupt the company's
position as one of North America's leading suppliers of automotive
aftermarket parts.  The ratings continue to benefit from the
favorable demand profile for aftermarket auto parts.  The
company's filtration products (about 39% of 2009 revenues) are
largely consumables that have relatively short and predictable
replacement cycles and are somewhat resistant to economic
downturns.  The company's fuel delivery systems, cooling systems,
and vehicle electronics products (about 61% of 2009 revenues) are
non-discretionary products that are required for proper vehicle
performance, and have more stable demand patterns which offer
revenue visibility.  Additionally, the domestic vehicle population
and average vehicle age are expected to continue to increase over
the intermediate-term.

UCI's liquidity profile is expected to remain adequate over the
next twelve months supported by the new $75 million revolving
credit facility and Moody's anticipation of positive free cash
flow generation over the near-term.  UCI's existing liquidity
includes a $75 million revolving credit facility that was unfunded
on September 30, 2010 with approximately $23.7 million of
availability due to debt incurrence tests under the Holdco PIK
Notes.  Nonetheless, availability is expected to improve under the
new $75 million revolving credit facility with the repayment of
the existing Holdco PIK Notes from newly issued debt and cash on
hand.  The company's cash balances were about $171 million at
September 30, 2010.  However, much of the cash is expected to be
used toward refinancing existing indebtedness as part of the
company's acquisition by affiliates of the Rank Group.  UCI's
large uncommitted receivable factoring program continues to
represent a liquidity risk if these programs are discontinued
(without the program, accounts receivable as of September 30, 2010
would have been $128.3 million higher).  Yet, these factoring
arrangements support the commercial relationships between UCI and
certain of its longstanding customers.  As such, these programs
are expected to remain largely in place over the intermediate
term.  Alternate liquidity is anticipated to remain limited as
essentially all the company's domestic assets are expected to be
used to secure the new senior secured credit facilities.

The stable rating outlook reflects the company's improved
profitability over recent quarters due to the effects of cost
reduction initiatives, a stabilizing business environment, and
adequate liquidity profile.

The last rating action for UCI was on September 29, 2010, when the
Corporate Family Rating was raised to B2.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
aftermarket related, UCI also services customers within the
marine, mining, construction, agricultural, and industrial vehicle
markets.  Annual revenues in 2009 were approximately $885 million.
UCI is currently a portfolio company of The Carlyle Group.


UNITED COMPONENTS: S&P Affirms Corporate Credit Ratings at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit ratings on United Components Inc. and parent UCI
International Inc. and removed the ratings from CreditWatch, where
they had been placed with developing implications on Dec. 1, 2010.
The outlook on both entities is positive.  UCII will be the rated
entity, borrower, and issuer after the purchase by New Zealand-
based Rank Group Ltd. closes.

At the same time, S&P assigned its 'B' issue rating and '3'
recovery rating on the proposed $450 million, 6.5-year term loan
B and five-year, $75 million revolving credit line.  S&P assigned
its 'CCC+' issue rating and '6' recovery rating on the proposed
eight-year, $250 million senior unsecured notes.  The notes are
expected to be registered at a future date.  S&P will withdraw its
ratings on UCI and its existing debt upon closing of the
refinancing, as S&P expects this debt to be repaid in full as part
of the transaction.

The affirmation reflects S&P's view that near-term risks to the
company's financial flexibility have been reduced by the purchase-
related debt refinancing, but also that leverage remains too
elevated for us to assign a higher rating at this time.

S&P now views UCII's business risk profile as fair, an improvement
from its previous view of weak.  This change in S&P's opinion
reflects the company's ability to maintain solid double-digit
margins (before depreciation) during the recession because of the
company's market position and the relatively stable demand
characteristics of the light-vehicle aftermarket component sector.

UCII's fair business risk profile reflects the highly competitive
character of the automotive aftermarket and the company's limited
revenue diversity, but also the more stable demand characteristics
of the aftermarket, the company's leading position in certain
product categories, and the company's recent adjusted margins of
about 18% (before depreciation).  Competition from parts suppliers
in low-cost countries can result in lower pricing power for U.S.
aftermarket participants.  UCII's earnings are also subject to
volatility in costs for commodities and energy as well as changes
in foreign currency exchange rates, both of which have affected
profits in the past several years.

S&P views the company's financial risk profile as highly
leveraged, and this opinion has not changed as a result of the
pending purchase by Rank Group.  In assessing the financial risk
profile, S&P also took into account UCII's lack of a financial
policy track record under the pending new owners.

S&P believes the gradual economic recovery will help UCII's
results in 2011.  The U.S. recession and volatile gas prices
caused consumers to drive less and defer discretionary maintenance
in 2008 and 2009, whereas in previous years, consumer maintenance
purchases provided slight revenue growth.  Still, sales in the
U.S. auto aftermarket (excluding tire sales) have historically
been recession-resilient compared with new-vehicle-related sales
and have grown by single-digit percentages yearly.  Although
unemployment remains high and consumer sentiment low, data from
the U.S. Department of Transportation's Federal Highway
Administration indicates miles driven are rising again.

UCII's revenues increased 6.5% for the 12 months ended Sept. 30,
boosted by higher sales in auto aftermarket channels, including
retail, traditional, OES, heavy-duty truck, and OEM.  S&P believes
restructuring actions such as workforce reductions, wage freezes,
and stricter discretionary spending have improved margins in the
past year.

S&P assumes UCII's credit measures will remain fairly consistent
after the Rank Group purchase.  S&P estimates that leverage will
be about 5.5x following the transaction.  S&P views UCII's free
cash flow generation as low relative to its debt load, but S&P
also view the conversion of net income to free cash flow as a
strong point, at more than 100%, in S&P's estimates for 2011.

S&P views UCII's liquidity as adequate under its criteria, taking
into account the proposed financing related to the acquisition.
The company will have much less cash but a $75 million revolving
credit line.  UCII generated more than $100 million in free cash
flow for the 12 months ended Sept. 30, 2010, and S&P expects it to
generate free cash flow for the full years 2010 and 2011.

The outlook is positive, indicating a one-in-three likelihood that
S&P would raise the rating in the next year.  S&P believes the
proposed financing in conjunction with the purchase by Rank Group
coupled with the company's relatively stable business (although
with limited growth prospects) and continued double-digit margins
could lead to improvement in UCII's leverage profile beyond what
S&P currently assume.  For the current rating, S&P assumes debt to
EBITDA will remain at more than 5.0x and funds from operations
(FFO) to debt at just over 10%; S&P estimates this will happen if
revenue growth is low and gross margins remain near historical
levels.

S&P could raise the ratings if S&P was to raise its assessment of
the financial risk profile to aggressive.  Doing so would require
us to believe that UCII would generate meaningful free cash flow
to be put toward debt reduction, resulting in leverage improving
beyond 4.5x and FFO to debt of more than 12%.  S&P estimates that
this could occur if the gross margin exceeded 30% and revenue
growth was 4% or higher in 2011.  S&P would also need to believe
that financial policies under the new owner would be supportive of
permanent reductions in debt.

S&P could lower the ratings if the economy fails to recover,
leading to persistently weaker consumer demand or customer
resistance to commodity cost recovery, such that FFO to debt is
less than 10%, debt to EBITDA moves toward 6x, and the company
generates negative cash flow.  Leveraged distributions to
shareholders that would worsen leverage could also result in a
lower rating.


US FIDELIS: Seeks Plan Exclusivity Until March 31
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports US Fidelis Inc. for a third time filed a motion to extend
the exclusive right to propose a Chapter 11 plan. If approved by
the judge at a Jan. 19 hearing, exclusivity will stretch until
March 31.  In line with a prior agreement, the creditors'
committee still could file a plan, even though US Fidelis has
exclusivity.  However, no single creditor could propose a plan
formally.

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company had
assets of $74,386,836, and total debts of $25,770,655 as of the
petition date.


WE3 COMPANY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WE3 Company, Inc.
        1249 South Pleasantburg Drive
        Greenville, SC 29605

Bankruptcy Case No.: 11-00044

Chapter 11 Petition Date: January 3, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  THE COOPER LAW FIRM
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  E-mail: bknotice@thecooperlawfirm.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 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/scb11-00044.pdf

The petition was signed by Jerry Saad, president.


WPCS INT'L: BofA Agrees to Forbearance Until February 28
--------------------------------------------------------
WPCS International Incorporated and its United States based
subsidiaries secured a forbearance agreement with Bank of America,
N.A., pursuant to which BofA agreed to not exercise its rights or
remedies against the Company as a result of certain events of
default pursuant to the loan and security agreements between the
parties until the earlier of (a) February 28, 2011, or (b) an
event of termination under the Forbearance Agreement.

The Company and BofA agreed that:

     1. The Company will make monthly payments of all accrued
        interest;

     2. During the term of the Forbearance Agreement, available
        funds pursuant to the Loan Documents will be limited to
        the lesser of (a) $7,600,000 or (b) the aggregate sum of
        (i) 70% of eligible accounts receivable, which are not
        more than 90 days past original invoice date, plus
        (ii) 30% of eligible inventory;

     3. Effective January 3, 2011, the per annum interest rate for
        borrowings pursuant to the Loan Documents will equal
        BofA's prime rate plus 200 basis points;

     4. The Company will retain a management consultant during the
        term of the Forbearance Agreement;

     5. By January 15, 2011, the Company will prepare and submit
        to BofA a budget on a month by month basis, for the period
        through April 30, 2011; and

     6. The Company will pay a $35,000 forbearance fee and
        reimburse BofA for costs and expenses incurred as a result
        of the Forbearance Agreement.

A full-text copy of the Forbearance Agreement, dated as of
December 22, 2010, by and among Bank of America, N.A., WPCS
International Incorporated, WPCS International - Sarasota, Inc.,
WPCS International - St. Louis, Inc., WPCS International -
Lakewood, Inc., WPCS International - Suisun City, Inc., WPCS
International - Hartford, Inc., WPCS International - Seattle,
Inc., WPCS International - Trenton, Inc., and WPCS International -
Portland, Inc., is available at http://is.gd/k9840

On December 21, 2010, the Company held its annual meeting of
stockholders, at which the stockholders elected five individuals
-- Andrew Hidalgo, Michael Doyle, Norm Dumbroff, Neil Hebenton,
and William Whitehead -- to the Board of Directors, and ratified
the appointment of J.H. Cohn LLP as the Company's independent
registered public accounting firm for the fiscal year ending
April 30, 2011.

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.


Z-2, LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Z-2, LLC
        406 S. Boulder, Suite 103
        Tulsa, OK 74103

Bankruptcy Case No.: 11-50069

Chapter 11 Petition Date: January 3, 2011

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

Judge: Leif M. Clark

Debtor's Counsel: R. Glen Ayers, Jr., Esq.
                  LANGLEY AND BANACK, INC
                  745 E. Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: gayers@langleybanack.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/txwb11-50069.pdf

The petition was signed by Richard J. Bednar, CFO.


Z TRIM HOLDINGS: Edward Smith Discloses 72.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 3, 2011, Edward B. Smith, III disclosed that
he beneficially owns 20,589,478 shares of common stock of Z Trim
Holdings, Inc. representing 72.2% of the shares outstanding.

Each of Brightline Capital Management, LLC, Nick Khera and
Brightline Ventures I, LLC owns 20,519,478 shares.

At November 9, 2010, there were 8,000,814 shares of common stock
outstanding.

On December 29, 2010, Brightline Ventures purchased 78.0325
preferred stock units of the Company.  Each Preferred Stock Unit
consists of 2,000 shares of Series I, 8%, convertible preferred
stock, par value $0.01 per share and one five-year warrant to
immediately purchase 15,000 Shares at an exercise price of $1.50
per Share.  The Preferred Stock is convertible at the rate of
$1.00 per share into Shares.

The funds for the purchase of the Preferred Stock Units by
Brightline Ventures came from the working capital of Brightline
Ventures, over which Messrs. Khera and Smith, through their roles
at Brightline Capital, exercise investment discretion.  No
borrowed funds were used to purchase the Preferred Stock Units
from the Issuer, other than any borrowed funds used for working
capital purposes in the ordinary course of business.  The total
cost for the Preferred Stock Units purchased on December 29, 2010
by Brightline Ventures was $780,325.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, 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
suffered recurring losses from operations and requires additional
financing to continue in operation.


Z TRIM HOLDINGS: Sells Securities for $1.03 Million
---------------------------------------------------
Between December 15 and 29, 2010, Z Trim Holdings, Inc. entered
into 2 private placement subscription agreements with investors
pursuant to which it sold 103.0325 units consisting of Preferred
Stock and warrants, for an aggregate offering price of $1,030,325.
Each of the units consists of 2,000 shares of the Series I 8%
Convertible Preferred Stock at an Original Issue Price of $5.00
per share, with rights to: (i) a dividend which accrues
cumulatively on a daily basis at the rate of 8% per annum of the
Original Issue Price payable in shares of the Common Stock; (ii)
conversion into such a number of shares of Common Stock determined
by dividing the Original Issue Price by the Conversion Price,
initially, $1.00; (iii) a liquidation preference equal to the sum
of the Original Issue Price and an amount equal to 8% of the
Original Issue Price for each 12 months that passed since the date
of issuance of any of the Preferred Stock; and (iv) mandatory
redemption, by the Company, 24 months from the date of issuance of
the Preferred Stock at a redemption price equal to the Original
Issue Price plus any accrued but unpaid dividends.

The dividend component on liquidation and redemption is payable in
shares of the Common Stock of the Company.  Payment of the
dividend, mandatory redemption and any provisions requiring
payment on the Preferred Stock are deferred until the 2008 Notes
due in 2010 and the 2009 Notes due in 2011 and 2012 are paid in
full.  Such deferral, even if the maturity dates on the Notes are
extended, will not constitute a default under the Preferred Stock
terms.  The Preferred Stock terms may be amended by the Company
and the consent of the holders of the majority of the outstanding
shares and such majority may also waive an adjustment to the
Conversion Price.

The Preferred Stock is convertible into a total of 1,030,025
shares of Common Stock.  The Investors also received one five-year
warrant for each Unit purchased, to purchase 15,000 shares of
Common Stock per unit with an exercise price of $1.50 per share.
The total warrants issued to the investors were 1,545,488.

Brightline Ventures I, LLC, invested $780,325 of the total amount
set forth in the preceding paragraph.  Current Z Trim Director
Edward Smith, III, is a managing partner of Brightline Capital
Management, LLC, which is the investment manager of Brightline
Ventures I, LLC.

The Company continues to negotiate a registration rights agreement
with Brightline pursuant to which the Company will agree to file
with the Securities and Exchange Commission a registration
statement covering the resale of the Common Stock underlying the
Preferred Stock and Warrants.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, 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
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company discloses in its latest 10-Q that it does not expect
or anticipate that its concerns over its ability to continue as a
going concern will have any impact on its ability to raise capital
from internal and external sources.


* Consumer Bankruptcies in 2010 Rose 9% to 1.5 Million
------------------------------------------------------
Steven Church at Bloomberg News reports that U.S. consumer
bankruptcy filings rose 9% last year compared with 2009, reaching
1.53 million, according to the American Bankruptcy Institute,
which projected 2010 bankruptcies totaling 1.6 million.

The pace of bankruptcy filings slowed in the last quarter, with
fewer petitions in October and November than during the same
period a year earlier, the Bloomberg report said, citing
Alexandria, Virginia-based ABI.  The slowdown at the end of the
year was the result of more consumers reducing debt and cutting
spending, ABI Executive Director Samuel J. Gerdano said January 3
in an interview with Bloomberg.


* New York Increases Exemptions for Homes and Autos
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Governor David Paterson signed a bill
increasing the amount of property a New York resident can retain
in bankruptcy or shield from collection suits.  The exemption for
the equity in an automobile is now $4,000, up from $2,400.  For
the equity in a home, the exemption previously was $50,000.  Now
it's $75,000 to $150,000, depending on the county where the home
is located.


* Alvarez & Marsal Welcomes Industry Veteran Bettina Whyte
----------------------------------------------------------
Alvarez & Marsal continues to deepen its world-class restructuring
and litigation support capabilities with the addition of Bettina
Whyte who joins as a managing director and senior advisor.

Ms. Whyte is a nationally recognized leader in the financial and
operational restructuring industry with more than 30 years of
experience serving in senior advisory roles for numerous large,
complex restructuring, litigation and claims matters.

"Bettina is a proven, deeply experienced and highly regarded
talent," said Bryan Marsal, co-chief executive officer of A&M.
"She has always been one of the brightest lights in our business.
Her expertise will be a great enhancement to our deep talent base
in restructuring and litigation support, and augment our mediation
capabilities."

"Throughout my career, I have had the privilege of working with
marquee players in the restructuring industry," said Whyte.  "A&M
has been a pioneer in this space and set the bar for working with
stressed and distressed companies.  A&M is a distinctive and
dynamic organization, and I am delighted to be joining the best of
the best."

A testifying expert on damages and governance issues, Ms. Whyte
has been appointed by the Bankruptcy Court as a Chapter 11 and a
Chapter 7 Trustee and by state and Federal courts as a Receiver.
Additionally, she has been appointed by the Bankruptcy Court as an
examiner and has also served as a liquidating trustee.

Prior to joining A&M, Ms Whyte chaired the advisory board of
Bridge Associates, LLC, a crisis management and restructuring
firm. Until October of 2007, she was a managing director and the
head of the Special Situations group at MBIA Insurance
Corporation.  Before joining MBIA, she was a Managing Director at
AlixPartners.

Ms. Whyte serves on the boards of directors of AGL Resources
(NYSE) and is a member of the Finance and Risk Management
Committee and the Chair of the Compensation Committee; of Rock-
Tenn Company (NYSE), where she serves on the Compensation and
Audit Committees; Armstrong World Industries, Inc. (NYSE), where
she sits on the Audit and Corporate Strategy Committees; and the
board of Amerisure Insurance, a mutual insurance company, where
she is the Chair of the Audit Committee and a member of the
Investment and Acquisition Committee.  She is on the Business
Advisory Board of Solera Capital, a private equity firm; the
Advisory Board of St. John's Law School; and the Dean's Advisory
Council for the Krannert School of Business at Purdue University.
Ms. Whyte is also a Past President of the American Bankruptcy
Institute, the largest insolvency organization in the world with
over 11,000 members.

Ms. Whyte holds a B.S. in Industrial Economics from Purdue
University and a MBA in finance and accounting from the Kellogg
School of Management at Northwestern University.

Ms. Whyte will receive the Fourth Annual Honorable Cecelia H.
Goetz Award from the New York Institute of Credit Women's Division
on February 24, 2011 in New York in acknowledgment of her life-
long professional achievements.

                       About Alvarez & Marsal

Since 1983, Alvarez & Marsal (A&M) has set the standard for
working with companies, investors, boards and legal counsel to
improve performance, solve complex problems and maximize value for
stakeholders. Firmly established as a leading independent global
professional services firm, A&M draws on a deep operational
heritage -- with experience in both the public and private sectors
and across the industry spectrum -- to provide a range of
sophisticated advisory and interim management services.

Alvarez & Marsal's Turnaround and Restructuring practice offers
critical assistance to companies that are underperforming, in
crisis or healthy with underperforming divisions. Working directly
with company management, A&M helps stabilize financial and
operational performance by developing and implementing
comprehensive profitability and working capital plans. A&M's
involvement reassures creditors and investors that the company is
taking important steps to address its problems and maximize its
value.


* Ex-Great American Officer Has New Firm to Buy Distressed Assets
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Thomas Pabst,
formerly the chief operating officer at Great American Group, has
formed a new firm that he expects to capitalize on the need of
banks to offload distressed assets.


* Klee, Tuchin, Bogdanoff & Stern Announces Three New Partners
--------------------------------------------------------------
Klee Tuchin Bogdanoff & Stern LLP, which claims to be one of the
premier business reorganization and corporate insolvency boutique
law firms in the U.S., announced that Whitman L. Holt, Robert J.
Pfister and David M. Guess have been elected Partners in the Firm.

Mr. Pfister received his J.D. from NYU School of Law, Mr. Holt
received his J.D. cum laude from Harvard Law School and Mr. Guess
received his J.D. from UCLA School of Law, where he graduated
Order of the Coif.  Each has a wide array of experience in the
reorganization practice.

Commenting on the new partner announcements, founding partner
Kenneth N. Klee stated: "We are thrilled to have three spectacular
attorneys join our Firm's partnership.  We are confident that they
will help us build on our wonderful successes in 2010."

Klee Tuchin Bogdanoff & Stern LLP completed a year of unparalleled
achievement for its clients in the restructuring area. During
2010, the firm served as counsel for debtors in three of the most
significant chapter 11 cases in which chapter 11 reorganization
plans were confirmed and effectuated: Thorpe Insulation Company
(appeals springing from In re Thorpe Insulation Co., (Case No.
2:07-bk-19271-BB (Bankr. C.D. Cal.) ) The Lake at Las Vegas (Case
No. 08-bk-17814-LBR (Bankr. D. Nev.)), and Metro Goldwin Mayer,
Inc. (10-15774 (SMB) USBC SDNY). Starting in the late spring of
2010, the firm served as co-counsel to partner Kenneth N. Klee,
court-appointed independent examiner in the chapter 11 cases of
Tribune Company et. al (08-13141 USBC D.Del). The investigation,
and the resulting 1,400-page report (completed in less than 3
months), uncovered the facts surrounding, and analyzed potential
estate causes of action against parties involved in, complex
financing transactions and other matters. During the year, KTB&S
also acted on behalf of official and unofficial creditors'
committees and significant creditors in connection with the
confirmation of favorable Chapter 11 plans, including in the
Chapter 11 cases of Fremont General Corporation (8:08-13421-ES
USBC Santa Ana) as well as cases in the oil and gas, hospital and
retail sectors.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Patrick A. Sims
        dba Electrical Power & Control Consultants, Inc.
      Kimberly S. Sims
        aka Kimberly S. Woods Sims
        dba Electrical Power & Control Consultants, Inc.
   Bankr. N.D. Ala. Case No. 10-43566
      Chapter 11 Petition filed December 22, 2010

In Re Cameo Anthem, LLC
       dba Cleaners at the Peak & Cameo Cleaners
   Bankr. D. Ariz. Case No. 10-40753
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/azb10-40753.pdf

In Re Woodcraft Studios, Inc.
   Bankr. N.D. Calif. Case No. 10-74611
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/canb10-74611p.pdf
         See http://bankrupt.com/misc/canb10-74611c.pdf

In Re Ocean State Enterprises, Inc.
        dba Ace Hardware of New Britain
   Bankr. D. Conn. Case No. 10-53047
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/ctb10-53047.pdf

In Re B & C Johnson Backhoe, LLC
        aka Johnson Backhoe
   Bankr. S.D. Ga. Case No. 10-30672
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/gasb10-30672.pdf

In Re Dome Development, LLC.
   Bankr. N.D. Ill. Case No. 10-56506
     Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/ilnb10-56506.pdf

In Re Harlan O. Utecht
        dba Wyndham Investments Group
   Bankr. N.D. Iowa Case No. 10-03401
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/ianb10-03401.pdf

In Re Harllan O. Utecht
     dba Wyndham Investments Group
   Bankr. N.D. Iowa Case No. 10-03402
      Chapter 11 Petition filed December 22, 2010
            See http://bankrupt.com/misc/ianb10-03402.pdf

In Re Chicago Investments, LLC
   Bankr. D. Mass. Case No. 10-23809
     Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/mab10-23809.pdf

In Re PF Group LLC
   Bankr. D. Mass. Case No. 10-23810
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/mab10-23810.pdf

In Re DACOM Properties, L.L.C
   Bankr. W.D. Mich. Case No. 10-14932
     Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/miwb10-14932.pdf

In Re Martina V. Austria
   Bankr. D. Nev. Case No. 10-33694
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/nvb10-33694.pdf

In Re Michel V. Re
   Bankr. D. Nev. Case No. 10-33762
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/nvb10-33762.pdf

In Re Vizstara, LLC
   Bankr. D. N.J. Case No. 10-49434
     Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/njb10-49434.pdf

In Re Vizstara Professional, LLC
   Bankr D. N.J. Case No. 10-49456
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/njb10-49456.pdf

In Re 2nd Chance Realty, LLC
   Bankr. E.D. Pa. Case No. 10-30986
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/paeb10-30986.pdf

In Re Tullahoma Tire & Brake, Inc.
   Bankr. E.D. Tenn. Case No. 10-17412
      Chapter 11 Petition filed December 22, 2010
         See http://bankrupt.com/misc/tneb10-17412p.pdf
         See http://bankrupt.com/misc/tneb10-17412c.pdf

In Re Ceniza, Inc.
   Bankr. C.D. Calif. Case No. 10-64758
      Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/cacb10-64758.pdf

In Re James L. Lewellen
      Donna L. Lewellen
   Bankr. C.D. Calif. Case No. 10-51213
      Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/cacb10-51213.pdf

In Re TRI-C, Inc.
   Bankr. D. Idaho Case No. 10-42275
      Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/idb10-42275.pdf

In Re Oxford Expositions LLC
   Bankr. N.D. Miss. Case No. 10-16218
     Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/msnb10-16218p.pdf
         See http://bankrupt.com/misc/msnb10-16218c.pdf

In Re RAM, LLC
   Bankr. D. N.J. Case No. 10-49541
      Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/njb10-49541.pdf

In Re Douglas M. Weidner
   Bankr. E.D. Pa. Case No. 10-31034
      Chapter 11 Petition filed December 23, 2010
         See http://bankrupt.com/misc/paeb10-31034.pdf

In Re Michael Edward Williams
   Bankr. D. Nev. Case No. 10-33838
      Chapter 11 Petition filed December 24, 2010
         See http://bankrupt.com/misc/nvb10-33838.pdf

In Re Navesync, Inc.
        aka Navesync Sound, Inc.
   Bankr. E.D.N.Y. Case No. 10-51986
      Chapter 11 Petition filed December 24, 2010
         See http://bankrupt.com/misc/nyeb10-51986.pdf

In Re FPI Products, Inc.
   Bankr. W.D. Wis. Case No. 10-19312
      Chapter 11 Petition filed December 24, 2010
         See http://bankrupt.com/misc/wiwb10-19312.pdf

In Re Smeal Manufacturing Company
   Bankr. D. Neb. Case No. 10-83700
     Chapter 11 Petition filed December 26, 2010
         See http://bankrupt.com/misc/neb10-83700p.pdf
         See http://bankrupt.com/misc/neb10-83700c.pdf

In Re Communication Power System, Inc.
   Bankr. S.D. Texas Case No. 10-41607
      Chapter 11 Petition filed December 26, 2010
         See http://bankrupt.com/misc/txsb10-41607.pdf

In Re Frank A Dell'armi
      Janet Piechuch-Dell'armi
   Bankr. D. Ariz. Case No. 10-41004
      Chapter 11 Petition filed December 27, 2010
         See http://bankrupt.com/misc/azb10-41004.pdf

In Re Masters Wholesale Distribution LLC
   Bankr. M.D. Fla. Case No. 10-30556
      Chapter 11 Petition filed December 27, 2010
         filed pro se

In Re Abi Shag Uniforms, Inc.
        dba Abishag Medical Uniforms
   Bankr. N.D. Ga. Case No. 10-98494
      Chapter 11 Petition filed December 27, 2010
         filed pro se

In Re Marc Robert Juele
   Bankr. N.D. Texas Case No. 10-48267
      Chapter 11 Petition filed December 27, 2010
         filed pro se

In Re Shane L. Havens
      Catherine Havens
   Bankr. W.D. Wis. Case No. 10-19315
      Chapter 11 Petition filed December 27, 2010

In re David R. Singery
      Frances M. Singery
   Bankr. C.D. Calif. Case No. 10-28211
      Chapter 11 Petition Filed December 28, 2010

In Re John Michael Licursi
      Susan Annette Licursi
   Bankr. C.D. Calif. Case No. 10-26168
      Chapter 11 Petition filed December 28, 2010
         filed pro se

In Re Tuttle & Tuttle
   Bankr. M.D. Fla. Case No. 10-11073
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/flmb10-11073.pdf

In Re Blackberry Farms Incorporated
        aka Linwood Corners
   Bankr. E.D. Mich. Case No. 10-24716
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/mieb10-24716.pdf

In Re Milford Housing LLC
   Bankr. E.D. Mich. Case No. 10-24710
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/mieb10-24710p.pdf
         See http://bankrupt.com/misc/mieb10-24710c.pdf

In Re Turner Real Estate, LLC
   Bankr. N.D. Miss. Case No. 10-16265
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/msnb10-16265.pdf

In Re James D. Reedy
        dba Aquashine Carwash
        dba Aquashine Autowash
      Barbara A. Reedy
   Bankr. E.D. Mo. Case No. 10-11669
      Chapter 11 Petition filed December 28, 2010

In Re STOHO Enterprises, LLC
   Bankr. D. Nev. Case No. 10-55001
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/nvb10-55001.pdf

In Re Buckhannon CVB, Inc.
   Bankr. N.D. W.Va. Case No. 10-02660
      Chapter 11 Petition filed December 28, 2010
         See http://bankrupt.com/misc/wvnb10-02660.pdf

In Re Gro Enterprises, Inc.
   Bankr. D. Ariz. Case No. 10-41181
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/azb10-41181.pdf

In Re Fox Island Marine Construction, LLC
   Bankr. D. Maine Case No. 10-11939
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/meb10-11939.pdf

In Re Robert Madden Limited Liability Company
   Bankr. D. Mass. Case No. 10-23945
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/mab10-23945.pdf

In Re Kappy Investments, Inc.
        dba Woodlawn Shores
        fka Kappy Developers, LLC
   Bankr. D. Minn. Case No. 10-61454
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/mnb10-61454.pdf

In Re Show-Me-Construction and Investments, LLC
   Bankr. W.D. Mo. Case No. 10-63104
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/mowb10-63104.pdf

In Re Jay C. Davey
        aka Joseph C. Davey, IV
   Bankr. D. N.H. Case No. 10-15427
      Chapter 11 Petition filed December 29, 2010
         filed pro se

In Re Heathcote Fence, LLC
   Bankr. D. N.J. Case No. 10-49868
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/njb10-49868.pdf

In re William Todd Warner
   Bankr. E.D. Tenn. Case No. 10-17519
      Chapter 11 Petition filed December 29, 2010

In Re Linda L. Stephens
   Bankr. S.D. Ohio Case No. 10-18743
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/ohsb10-18743.pdf

In Re SouthCoast Construction, LLC
   Bankr. E.D. Va. Case No. 10-38811
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/vaeb10-38811p.pdf
         See http://bankrupt.com/misc/vaeb10-38811c.pdf

In Re Tool Engineering & Machining Co, LLC
        aka Team Co
        aka TeamCo LLC
   Bankr. W.D. Va. Case No. 10-63675
      Chapter 11 Petition filed December 29, 2010
         See http://bankrupt.com/misc/vawb10-63675.pdf

In Re JAMAR Industries, Inc.
        dba Sage Valley MHP
   Bankr. D. Ariz. Case No. 10-41412
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/azb10-41412.pdf

In re Mike Lugoj
      Elena Lugoj
   Bankr. D. Ariz. Case No. 10-41474
      Chapter 11 Petition Filed December 30, 2010

In re Nancy King
   Bankr. D. Col. Case No. 10-42408
      Chapter 11 Petition Filed December 30, 2010

In Re Olde Towne Title Company
   Bankr. M.D. Fla. Case No. 10-11155
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/flmb10-11155.pdf

In Re Precision Engineered Performance of Tampa Bay, Inc.
   Bankr. M.D. Fla. Case No. 10-30908
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/flmb10-30908.pdf

In Re Cudahy Tanning Company, Inc.
   Bankr. D. Maine Case No. 10-11948
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/meb10-11948.pdf

In Re Wismo Chemical Corp.
   Bankr. D. Maine Case No. 10-11952
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/meb10-11952.pdf

In Re Happy Destiny, LLC
   Bankr. D. Minn. Case No. 10-49583
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/mnb10-49583.pdf

In re Donald W. Puhto
   Bankr. D. Nev. Case No. 10-34215
      Chapter 11 Petition filed December 30, 2010

In re Terri L. Blumling
   Bankr. W.D. Pa. Case No. 10-29159
      Chapter 11 Petition filed December 30, 2010

In Re Bajari Restaurant Corp.
   Bankr. S.D.N.Y. Case No. 10-16886
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/nysb10-16886.pdf

In Re Robert C. Pastore
        dba Hip Hop Wraps
   Bankr. S.D.N.Y. Case No. 10-24738
      Chapter 11 Petition filed December 30, 2010
         filed pro se

In re Deborah Ann Winters
   Bankr. E.D. Tenn. Case No. 10-17532
      Chapter 11 Petition Filed December 30, 2010

In re Louis Upkins, Jr.
      Charita Manette Upkins
   Bankr. M.D. Tenn. Case No. 10-14007
      Chapter 11 Petition Filed December 30, 2010

In Re T.J. Baehr, Inc.
        dba Ground Hog Foundation Drilling Co.
   Bankr. S.D. Texas Case No. 10-41769
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/txsb10-41769.pdf

In Re Kevin Wilbur Smith
      Justine Ariel Smith
   Bankr. W.D. Texas Case No. 10-13625
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/txwb10-13625.pdf

In Re McWilliams Masonry, Inc.
   Bankr. N.D. W.Va. Case No. 10-02693
      Chapter 11 Petition filed December 30, 2010
         See http://bankrupt.com/misc/wvnb10-02693.pdf

In re Mickey Clayton
   Bankr. D. Ariz. Case No. 10-41564
      Chapter 11 Petition filed December 31, 2010

In re Adam Hillis
   Bankr. C.D. Calif. Case No. 10-26354
      Chapter 11 Petition filed December 31, 2010

In re Charles Ng
   Bankr. N.D. Calif. Case No. 10-63360
      Chapter 11 Petition filed December 31, 2010

In re Carl Goldberg
Bankr. S.D. Fla. Case No. 10-49621
   Chapter 11 Petition filed December 31, 2010

In re Robert Printz
Bankr. C.D. Ill. Case No. 10-73865
   Chapter 11 Petition filed December 31, 2010

In re Terrence Christopher Conner
   Bankr. E.D. Tenn. Case No. 10-17566
      Chapter 11 Petition filed December 31, 2010

In re Cara Wilson
   Bankr. M.D. Tenn. Case No. 10-14060
      Chapter 11 Petition filed December 31, 2010

In re William Morgan
   Bankr. E.D. Texas Case No. 10-50282
      Chapter 11 Petition filed December 31, 2010

In re Hope Moore
   Bankr. W.D. Wash. Case No. 10-50760
      Chapter 11 Petition filed December 31, 2010

In Re Peckham Enterprises LLC
   Bankr. D. Mass. Case No. 11-30001
      Chapter 11 Petition filed January 1, 2011
         See http://bankrupt.com/misc/mab11-30001.pdf

In Re 4201 Main Street, L.P.
   Bankr. E.D. Pa. Case No. 11-10002
      Chapter 11 Petition filed January 1, 2011
         See http://bankrupt.com/misc/paeb11-10002.pdf

In re Ed's Restaurant, Inc.
        dba Thomas' Restaurant & Bar
Bankr. E.D. Pa. Case No. 11-10003
   Chapter 11 Petition filed January 1, 2011
      See http://bankrupt.com/misc/paeb11-10003.pdf

In Re East End Market and Deli, Inc.
   Bankr. M.D. Pa. Case No. 11-00002
      Chapter 11 Petition filed January 1, 2011
         See http://bankrupt.com/misc/pamb11-00002.pdf

In re Gary C. Durham
        dba American Lift Truck & Tractor
   Bankr. N.D. Texas Case No. 11-30020
      Chapter 11 Petition filed January 1, 2011
         See http://bankrupt.com/misc/txnb11-30020p.pdf
         See http://bankrupt.com/misc/txnb11-30020c.pdf

In re 606 Asian Market, Inc.
   Bankr. E.D. Va. Case No. 11-10002
      Chapter 11 Petition filed January 1, 2011
         See http://bankrupt.com/misc/vaeb11-10002.pdf

In re Donna Mcgregor
   Bankr. D. Ariz. Case No. 11-00049
      Chapter 11 Petition filed January 3, 2011

In re Gary Miller
  Bankr. D. Ariz. Case No. 11-00021
   Chapter 11 Petition filed January 3, 2011

In re Ted Hallett
  Bankr. D. Ariz. Case No. 11-00011
   Chapter 11 Petition filed January 3, 2011

In re James Tucker
    Bankr. W.D. Ark. Case No. 11-70008
      Chapter 11 Petition filed January 3, 2011

In re Ewald Schutz
   Bankr. C.D. Calif. Case No. 11-10210
      Chapter 11 Petition filed January 3, 2011

In re Kings Holdings
   Bankr. C.D. Calif. Case No. 11-10143
      Chapter 11 Petition filed January 3, 2011

In re Rebecca Rynders
   Bankr. C.D. Calif. Case No. 11-10059
      Chapter 11 Petition filed January 3, 2011

In re Mark McClure
   Bankr. N.D. Calif. Case No. 11-10014
      Chapter 11 Petition filed January 3, 2011

In re Mark Hepp
   Bankr. M.D. Fla. Case No. 11-00040
      Chapter 11 Petition filed January 3, 2011

In re Hafeez Padania
   Bankr. N.D. Ga. Case No. 11-50310
      Chapter 11 Petition filed January 3, 2011

In re James Penn
      Yvonne Penn
   Bankr. E.D. Mich. Case No. 11-40063
      Chapter 11 Petition filed January 3, 2011

In re Gary Birban
   Bankr. D. N.J. Case No. 11-10082
      Chapter 11 Petition filed January 3, 2011

In re Gary Regester
      Joyce Regester
   Bankr. E.D. Pa. Case No. 11-10012
      Chapter 11 Petition filed January 3, 2011

In re Joel Harden
   Bankr. E.D. Pa. Case No. 11-10014
      Chapter 11 Petition filed January 3, 2011

In re Donald Schuttera
   Bankr. D. S.C. Case No. 11-00042
      Chapter 11 Petition filed January 3, 2011

In re John Lester
   Bankr. D. S.C. Case No. 11-00039
      Chapter 11 Petition filed January 3, 2011

In re Leslie Roten
   Bankr. D. S.C. Case No. 11-00009
      Chapter 11 Petition filed January 3, 2011

In re Cheryl Kahle
   Bankr. N.D. Texas Case No. 11-30138
      Chapter 11 Petition filed January 3, 2011

In re Darrell Thigpen
   Bankr. N.D. Texas Case No. 11-30061
      Chapter 11 Petition filed January 3, 2011

In re Joel Resendez
   Bankr. S.D. Texas Case No. 11-20002
      Chapter 11 Petition filed January 3, 2011

In re Jeffrey Knickmeier
   Bankr. W.D. Wis. Case No. 11-10001
      Chapter 11 Petition filed January 3, 2011



                           *********

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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