TCR_Public/110120.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 20, 2011, Vol. 15, No. 19

                            Headlines

5TH AVENUE: U.S. Trustee Appoints 9 Members to Creditors Panel
5TH AVENUE: Committee Gets OK to Hire Baker & McKenzie as Counsel
5TH AVENUE: Gets Nod to Hire Winthrop Couchot as General Counsel
ANNA NICOLE SMITH: Supreme Court Resumes Hearing on Estate Appeal
AGRIPROCESSORS INC: ACLU Seeks New Trial for Ex-VP Rubashkin

APPLESEED'S INTERMEDIATE: Orchard Brands Has Deal for Ch. 11 Plan
APPLESEED'S INTERMEDIATE: Case Summary & Creditors' List
AVAYA INC: S&P Affirms 'B' Corporate Rating, Outlook Stable
BBB ACQUISITION: Plan Outline Denied for Lack of Sufficient Detail
BELMEADE FARMES: Case Summary & 3 Largest Unsecured Creditors

BLOCKBUSTER INC: C. Donaldson's Motion to Continue Appeal
BLOCKBUSTER INC: Opposes Class Certification for Cohen, et al.
BORDERS GROUP: 45 Employees Let Go at HQ, Distribution Centers
BROOKE CORP: Ch. 7 Trustee Sues Addison to Recover Commissions
CABI NEW RIVER: Has Interim OK Nod to Tap Bilzin as Bankr. Counsel

CALAIS RESOURCES: Brigus Extends Forbearance Until June 30
CARPENTER CONTRACTORS: Gets Final OK to Tap Rice as Bankr. Counsel
CARPENTER CONTRACTORS: Can Use Bank's Cash Collateral Until Feb. 7
CIRCLE ENTERTAINMENT: New Name Reflects New Business Initiatives
CORBIN PARK: Bids Due This Week; May Be Sold in 1st Quarter

CROATAN SURF: Section 341(a) Meeting Scheduled for Feb. 9
CROATAN SURF: Taps Hinson & Rhyne as Bankruptcy Counsel
CROSS BORDER: 4 Officers & Directors Disclose Stock Ownership
CYCLE COUNTRY: Boulay Heutmaker Raises Going Concern Doubt
DAVID BROWN: Chapter 13 Case Converted to Chapter 11

DELTRON INC: Recurring Losses Prompt Going Concern Doubt
DJSP ENTERPRISES: Unit Obtains Waivers as Defaults Pile Up
DJSP ENTERPRISES: Must Comply With Nasdaq Bid Price by June 13
DOCTORS' HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
EAGLES NEST: Case Summary & 20 Largest Unsecured Creditors

EBRO FOODS: Case Summary & 20 Largest Unsecured Creditors
ELITE PHARMACEUTICALS: Agrees to Issue 1,000 Shares to Unit
EMIVEST AEROSPACE: To Sell Assets for $19MM to Unidentified Buyer
EMPIRE TODAY: Moody's Rates 'B3' to Proposed $150MM Sr. Notes
FIRST FOLIAGE: BFN Growers-Led Auction for Assets on Feb. 7

FLINT TELECOM: Amends Form 10-K for Fiscal 2010
FLINT TELECOM: Amends Form 10-Q for Qtr. Ended Sept. 30
FLINT TELECOM: Seeks Withdrawal of Form S-1 Registration
FRANKLIN CREDIT: Gets Breathing Spell From $39MM Huntington Loan
GAS CITY: To Auction Substantially All Assets on March 2

GENERAL MOTORS: Appaloosa Wants Temp. Allowance of $1.07BB Claim
GENERAL MOTORS: CEO Akerson Takes Over as New GM Chair
GENERAL MOTORS: Green Hunt Wants Temp. Allowance of $1.6 Bil Claim
GENERAL MOTORS: Law Debenture Claim Allowed for $183 Mil.
GENERAL MOTORS: New GM Didn't Assume Liabilities on Tort Action

GENERAL MOTORS: TPC Lenders Want Valuation Proceedings Initiated
GREAT ATLANTIC & PACIFIC: Has OK to Keep Customer Programs
GREAT ATLANTIC & PACIFIC: Has OK to Pay Lien Claims
GREAT ATLANTIC & PACIFIC: Wins OK to Pay Claims of Key Vendors
GREAT ATLANTIC & PACIFIC: Wins OK to Honor Trust Fund Obligations

GREAT ATLANTIC & PACIFIC: Wins Nod to Set Protocol to Protect NOLs
GREAT LAKES: Moody's Puts 'B3' Rating on Proposed $250MM Sr. Notes
GREAT LAKES: S&P Assigns 'B' Rating to $250-Mil. Unsec. Notes
GREYSTONE LOGISTICS: Notifies Late Filing of Quarterly Report
GUARANTY FINANCIAL: Has Feb. 16 Disclosure Statement Hearing

GUIDED THERAPEUTICS: Sees LightTouch Sales Roll-Out in Q4
HARRISBURG, PA: $56MM Annual Budget Passes Minus Mayor's Signature
HERON LAKE: AgStar Fin'l Agrees to Forbearance Until March 1
HIGH MEADOWS: Case Summary & Largest Unsecured Creditor
INGLES MARKETS: S&P Affirms 'BB-' Corporate; Outlook Negative

IRINA'S HELP: Case Summary & 3 Largest Unsecured Creditors
J, LLC.: Voluntary Chapter 11 Case Summary
J&R MEDINA: Voluntary Chapter 11 Case Summary
KURRANT MOBILE: Fiscal Year Now Ends February 28
KURRANT MOBILE: Notifies Late Filing of Quarterly Report

MARGAUX ORO: Files List of 7 Largest Unsecured Creditors
MARGAUX ORO: Section 341(a) Meeting Scheduled for Feb. 16
MESA AIR: Settles Indemnity & Aircraft Claims
MOUNT VERNON: MVMMC Trust Wants Insurers to Pay Policy Losses
NEOMEDIA TECHNOLOGIES: JMC Holds 20.1% Equity Stake

NEOMEDIA TECHNOLOGIES: To Issue $450,000 Secured Debenture
NEXPRISE INC: Files for Chapter 11 to Sell to Trubiquity
NORWOOD RESOURCES: Pursues Bankruptcy Process
OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice From Nasdaq
OREGON CONTRACTORS: Said to be Moving Towards Disbanding Trust

PACKAGING DYNAMICS: S&P Holds 'B' Corp. Rating, Outlook Positive
PACKAGING DYNAMICS: Moody's Puts 'B3' Rating on Proposed Notes
PLAINFIELD BUSINESS: Case Summary & 20 Largest Unsecured Creditors
PETROFLOW ENERGY: Resolves Farmout Dispute With Equal Energy
PRECISION OPTICS: Extends Maturity of $600,000 Notes to Jan. 24

RAFAELLA APPAREL: Perry Ellis to Acquire All Assets for $70MM
RANCHER ENERGY: Must Present Amended Plan Outline by January 24
REALOGY CORP: S&P Assigns 'B-' Ratings on Three Credit Facilities
REALOGY CORP: Moody's Puts 'B1' to Amended 1st Lien Facility
RICKLAND DIRECT: Voluntary Chapter 11 Case Summary

ROMA'S ET: 2 Wisconsin Restaurants in Chapter 11
ROSELAND VILLAGE: Seeks Bankruptcy to Protect Project
SAFETY-KLEEN SYSTEMS: S&P Assigns 'B+' Corp. Rating, Neg. Outlook
SCHUTT SPORTS: Creditors' Proofs of Claim Due February 14
SEALY CORP: Reports $13.7-Mil. Net Loss in Fiscal 2010

SIDDHI HOSPITALITY: Voluntary Chapter 11 Case Summary
SONRISA PROPERTIES: Compass Plan Proposes Auction of Assets
SONRISA PROPERTIES: Confirmation Hearing on Mgt. Plan on Feb. 22
SPARKLEBERRY EB: Land Auction Scheduled for Feb. 23, 2011
STILLWATER MINING: 2010 Yield at High End of Estimates

STONE & STANT: Files for Chapter 11 to Avoid Shutdown
SUPERVALU INC: S&P Cuts Corporate Credit Rating to 'B+'
TAYLOR BEAN: Seeks to Adjourn Plan Confirmation Hearing
TECH REALTY: Voluntary Chapter 11 Case Summary
THERMOENERGY CORP: Promissory Note Holders Forbear Until 2012

THOMPSON PUBLISHING: Wants Until March 21 to Propose Plan
TOUSA INC: Authorized to Sell Regal Oaks Rental Project
VALLEJO, CALIF: To Submit Bankruptcy-Exit Plan This Week
TOWERCO FINANCE: S&P Affirms 'B+' Corporate Credit Rating
TRIBUNE CO: Chicago Tribune Acquires Naperville Magazine

TRIBUNE CO: Gerry Specto to Resign as Chief Operating Officer
TRIBUNE CO: Proposes to Hire Campbell as Litigation Counsel
TRICO MARINE: Creditors Objects to PACC's Bid for Hearing Over MOA
TURPIN MEADOW: Voluntary Chapter 11 Case Summary
VALENCE TECHNOLOGY: May Offer up to $50 Million of Securities

VITRO SAB: Attachment Disputes Return to N.Y. State Court
WATER RESOURCES: Voluntary Chapter 11 Case Summary

* 24/7 Wall St. Lists Companies That May Be Gone in 2011

* AP Promotes Seven to Managing Director, 25 Promoted to Director
* Sidley Earns Spot in Law360's Bankruptcy Group of The Year
* Weil's Bankruptcy Unveils First Reader Survey for 2011

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

5TH AVENUE: U.S. Trustee Appoints 9 Members to Creditors Panel
--------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appoints nine
members to the Official Committee of Unsecured Creditors in 5th
Avenue Partners' Chapter 11 case.

The Committee members include:

1) Fili D'Oro, Inc.
   c/o Watkins Firm, APC
   Attn: Reza Ghaboosi, Esq.
   4275 Executive Sq. #1020
   La Jolla, CA 92037
   Tel: (858) 535-1511
   Fax: (858) 535-1581

2) Ace Parking Management, Inc.
   c/o Charles Blottin, CFO
   645 Ash Street
   San Diego, CA 92101
   Tel: (619) 233-6624
   Fax: (619) 233-0741

3) Otis Elevator
   Attn: Dennis g. Cosso
   414 S. First Avenue
   Arcadia, CA 91006
   Tel: (626) 574-8000
   Fax: (626) 574-8081

4) California Comfort Systems USA, Inc.
   Attn: John M. Turner, Esq.
   Turner & Maasch, Inc.
   550 W. "C" Street, #1160
   San Diego, CA 92101
   Tel: (619) 237-1212
   Fax: (619) 237-0325

5) Wirtz Tile & Stone, Inc.
   Attn: Frederick C. Phillips, Esq.
   701 "B" Street, #1190
   San Diego, CA 92101
   Tel: (619) 231-8380
   Fax: (619) 231-1223

6) Raymond-San Diego, Inc.
   Attn: Travis Winsor
   520 W. Walnut Avenue
   Orange CA 92868
   Tel: (714) 771-7670
   Fax: (714) 633-1558

7) Dynaelectric Co.
   Attn: Phil Petersen
   9505 Chesapeake Drive
   San Diego, CA 92123
   Tel: (858) 712-470
   Fax: (858) 712-4701

8) Townsend Lighting, LLC
   Attn: T. Torma
   2 Dominion Ct.
   Rancho Mirage, CA 92270
   Tel: (310) 339-1224
   Fax: (310) 693-8030

9) Jeffrey Trott Industries, Inc.
   Attn: Jeffrey J. Trott
   1934 No. Enterprise Street
   Orange, CA 92865
   Tel: (714) 974-1008 Ext. 111
   Fax: (714) 974-3723

                    About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners, LLC, owns and
operates Se San Diego Hotel, a premier luxury boutique hotel in
downtown San Diego's financial district.  It filed for Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25,
2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport
Beach, California, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in total
assets and $50 million to $100 million in total liabilities as of
the petition date.


5TH AVENUE: Committee Gets OK to Hire Baker & McKenzie as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Chapter 11
case of 5th Avenue Partners, LLC, sought and obtained
authorization from the U.S. Bankruptcy Court for the Central
District of California to employ Baker & McKenzie LLP as counsel,
nunc pro tunc to July 23, 2010.

Baker & McKenzie will, among other things:

     a. prepare and respond on behalf of the Committee to any and
        all applications, motions, answers, orders, reports, and
        other pleadings and appear at any hearings in connection
        with the case;

     b. provide legal analysis and advice regarding the sale of
        the Debtor's assets; and

     c. protect the Committee's interests with respect to
        confirmation and consummation of any plan of
        reorganization or liquidation that may be submitted in
        this case; and

     d. perform any other legal services requested by the
        Committee in connection with the case, including but not
        limited to pursuing adversary proceedings by and on behalf
        of the Committee in the case, including but not limited to
        potential actions to determine priority (vis-a-vis the
        bank lien) of the mechanics liens that have been filed
        against the Debtor.

Baker & McKenzie will be paid on an hourly basis and will be
reimbursed for its expenses.  The hourly rates for the firm's
professionals are:

        Partners                    $450-$850
        Associates                  $265-$500
        Paralegals                  $195-$255

To the best of the Committee's knowledge, Baker & McKenzie does
not represent or hold an interest adverse to the Debtors' estate
and that it is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

Newport Beach, California-based 5th Avenue Partners, LLC, owns and
operates Se San Diego Hotel, a premier luxury boutique hotel in
downtown San Diego's financial district.  5th Avenue filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on
June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC, in
Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to $50
million in total assets and $50 million to $100 million in total
liabilities as of the petition date.


5TH AVENUE: Gets Nod to Hire Winthrop Couchot as General Counsel
----------------------------------------------------------------
5th Avenue Partners, LLC, sought and obtained authorization from
the U.S. Bankruptcy Court for the Central District of California
to employ Winthrop Couchot Professional Corporation as general
insolvency counsel.

Winthrop Couchot will, among other things:

     a. represent the Debtor in any proceedings or hearings in the
        Court and in any proceedings in any other court where the
        Debtor's rights under the U.S. Bankruptcy Code may be
        litigated or affected;

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

     c. file motions, applications or other pleadings appropriate
        to effectuate the reorganization of the Debtor; and

     d. assist the Debtor in the negotiation, formulation,
        confirmation, and implementation of a Chapter 11 plan
        including the sale, if any, of its assets.

Winthrop Couchot will be paid based on the rates of its
professionals:

        Marc J. Winthrop                     $695
        Robert E. Opera                      $650
        Paul J. Couchot                      $650
        Scan A. O'Keefe, Of Counsel          $650
        Richard H. Golubow                   $495
        Peter W. Lianides                    $495
        Garrick A. Hollander                 $495
        Kavita Gupta                         $450
        Samir Parikh, Of Counsel             $425
        Payam Khodadadi                      $350
        P.J. Markbury                        $225
        Legal Assistant Associates           $125

Marc J. Winthrop, Esq., a shareholder at Winthrop Couchot, assured
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                    About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners, LLC, owns and
operates Se San Diego Hotel, a premier luxury boutique hotel in
downtown San Diego's financial district.  It filed for Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25,
2010.  The Company estimated $10 million to $50 million in total
assets and $50 million to $100 million in total liabilities as of
the petition date.


ANNA NICOLE SMITH: Supreme Court Resumes Hearing on Estate Appeal
-----------------------------------------------------------------
The U.S. Supreme Court resumed hearings on Tuesday to consider
whether Anna Nicole Smith's estate should get part of the fortune
left behind by her elderly Texas billionaire husband.  The
justices listened to arguments from a lawyer of the late Ms.
Smith, whose estate is locked in a 16-year battle for some of the
$1.6 billion estate left by her late husband, oil tycoon J. Howard
Marshall.

A ruling could be rendered as early as April, but certainly prior
to June when the Supreme Court session ends, according to
Examiner.com.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates Ms. Smith may "go down in history as the person
responsible for what may be the Supreme Court's most important
decision on bankruptcy law in 30 years."  Mr. Rochelle says the
case gives the high court an opportunity to rule on whether there
are defects in the system of bankruptcy court jurisdiction adopted
by Congress in 1984.  The narrow issue before the court is whether
a compulsory counterclaim is a core proceeding, where the
bankruptcy judge has the right to make a final decision, subject
only to appeal, according to Mr. Rochelle.

In addition to being "about money," the Smith case will likely
produce landmark decisions involving not only inheritance rights,
but also determine potential handling for other civil and states'
rights matters, according to Examiner.com.  Robert Alt, a Senior
Legal Fellow and Deputy Director at the Heritage Foundation's
Center for Legal and Judicial Studies, said that "huge
implications" exist for this and other cases.  He says a ruling in
favor of Howard K. Stern, the executor of Ms. Smith's estate, and
Mr. Marshall's estate land is not honored, this would affect the
most important feature of estate planning: certainty.

                 Issues Outside Bankruptcy Law

According to Mr. Rochelle, Justice Sonia Sotomayor said the case
gives the Supreme Court its first opportunity to rule on the basis
for a bankruptcy judge to pass on the validity of any type of
claim against a bankrupt.  In the same vein, Justice Samuel Alito
inquired about the basis for a bankruptcy court to rule on any
claim not created by federal law.

Mr. Rochelle relates that much of the discussion January 18
between the justices and the attorneys was given over to an
analysis of whether it is constitutionally permissible to force a
creditor to waive a right to jury trial on a state-law claim in
return for having a claim in a bankruptcy case.

Judge Sotomayor, Mr. Rochelle adds, later seemed to answer the
question by saying that a creditor isn't pressing a state law
claim in a bankruptcy case.  Instead, she appeared to characterize
bankruptcy law to mean that a creditor has an independent federal
claim against the limited assets of a bankrupt, to be shared with
other creditors.  Even if the claim originally arose in state law,
when the creditor makes the claim in a bankruptcy case, it is a
claim created by federal law.  If it is a federal claim based on
equity, then Congress has the right to require the creditor to
waive the right to a jury trial.

Mr. Rochelle recounts that in 1982, the Supreme Court ruled in a
case called Marathon Pipeline that 1978 amendments to federal
bankruptcy law impermissibly gave bankruptcy judges powers that
could only be exercised by district court judges who are appointed
under Article III of the Constitution and have life tenure.
Congress revised bankruptcy law in 1984 to remedy the defects.

Mr. Rochelle relates that the case argued January 18 gives the
court a chance to examine whether the changes comported with the
Constitution.  Justice Elena Kagan suggested that the problems
were fixed because bankruptcy judges are no longer appointed by
the president and now are supervised by Article III district
judges.

The case in the Supreme Court is Stern v. Marshall, 10-179 (U.S.).
The case in the Appeals Court was Marshall v. Stern (In re Vickie
Lynn Marshall), 02-56002 (9th Cir.).

                      About Anna Nicole Smith

Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed
under Chapter 11 in 1996 as part of a struggle over the estate of
J. Howard Marshall, whom she married in 1994 when she was 26 and
died barely a year after they were wed.  Ms. Smith, a former
Playboy model and actress, died in February 2007.

Mr. Marshall left his estate to his son, E. Pierce Marshall, and
nothing to Ms. Smith.  Ms. Smith, alleging that her husband had
promised to leave her a large share of the estate, won a ruling
from a bankruptcy judge in 2000 awarding her $475 million from Mr.
Marshall's estate.  A federal judge in 2002 reduced that amount to
$89 million.  The U.S. Court of Appeals for the Ninth Circuit in
San Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.

The U.S. Supreme Court in May 2006 issued a decision, overruling
the appeals court and finding that the bankruptcy court had
jurisdiction, even though the issues also could have been decided
in the Texas probate court.  The Supreme Court remanded the case
for the federal appellate court to decide whether her victory in
the bankruptcy and district courts was knocked out because a Texas
probate court had entered judgment first against her.

On remand from the Supreme Court, the 9th Circuit issued its
decision in March 2010, concluding that the bankruptcy court
didn't have so-called core jurisdiction.  The 9th Circuit noted
that before the U.S. district court was able to enter judgment in
her favor, the Texas probate court had entered judgment against
her saying she was entitled to nothing from her deceased husband's
estate.

In September 2010, the Supreme Court agreed to take a second look
at disputes arising in and related to Ms. Smith's 1996 bankruptcy
case and her entitlement to payment of the $449 million bankruptcy
court judgment.


AGRIPROCESSORS INC: ACLU Seeks New Trial for Ex-VP Rubashkin
------------------------------------------------------------
Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review,
reports that the American Civil Liberties Union's Iowa chapter
last week submitted a friend-of-court brief seeking a new trial
for Sholom Rubashkin, former vice president of Agriprocessors Inc.

Mr. Rubashkin was sentenced in 2010 to 27 years in prison on 86
counts of financial.

DBR says the ACLU said in a statement filed Thursday that U.S.
District Court Judge Linda Reade should have stepped down as the
presiding judge after the May 2008 immigration raid on the meat-
processing plant.

"We were deeply disturbed by the government's behavior in the
Postville raids," ACLU Iowa said, according to DBR.  "Upon
learning about the memos describing the role of Judge Reade in
planning this affair, we felt compelled to argue for a new trial."

DBR relates that, according to the ACLU statement, which was first
reported on by the Waterloo Cedar Falls Courier, the brief doesn't
say Judge Reade did anything wrong but notes there could be bias.
"[Judge] Reade should have either recused herself or permitted
further inquiry into her involvement.  Defense lawyers requested
further discovery on this issue, but were denied."

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors Inc. once
produced half the kosher beef and 40% of the kosher poultry in the
U.S.  It filed for bankruptcy following a raid by immigration
authorities in May 2008 on the plant in Postville, Iowa, where 389
workers were arrested for having forged immigration documents.
The Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


APPLESEED'S INTERMEDIATE: Orchard Brands Has Deal for Ch. 11 Plan
-----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC and each of its domestic
subsidiaries, which do business in the United States as "Orchard
Brands", filed for Chapter 11 protection on Jan. 19, 2011 (Bankr.
D. Del. Lead Case No. 11-10160), to facilitate a pre-negotiated
restructuring.

In a statement, Appleseed said it has reached an agreement with
over 80% of its first lien secured lenders and 100% of its second
lien secured lenders on the terms of a reorganization that will
eliminate approximately $420 million of indebtedness (over 55%) to
approximately $310 million, and improve the Company's operating
flexibility.

As part of its pre-negotiated restructuring, the Company filed a
chapter 11 plan of reorganization and related disclosure
statement, and entered into an agreement with over 80% of its
first lien secured lenders and 100% of its second lien secured
lenders to support the chapter 11 plan.  Certain of the Company's
secured lenders have also agreed to invest $40 million of new
capital through the chapter 11 plan.

The Company intends to move forward with the restructuring on an
expeditious basis and complete the restructuring process in
approximately three to four months.

In conjunction with its filing, the Company is seeking approval to
enter into a $140 million debtor-in-possession financing agreement
with its current secured lenders.  The DIP financing will be used
to provide up to $40 million of incremental liquidity in the form
of a new term loan, in addition to a $100 million revolving loan.
The DIP financing will be made available to refinance the
Company's existing revolving credit facility and provide the
Company with additional working capital, which, combined with the
Company's cash flow from operations, will provide the Company with
sufficient liquidity to meet its postpetition operating expenses.

The Company has also secured a commitment from its lenders for up
to $120 million in exit financing which will help facilitate the
consummation of the plan of reorganization.

The Company will continue to operate in the normal course of
business without interruption during the restructuring process.

Neale Attenborough, Orchard Brands' Chief Executive Officer, said,
"We look forward to emerging from this process as quickly as
possible with a capital structure that will firmly position us for
long-term success.  We are a strong and profitable company with an
unparalleled portfolio of brands.  With over 40 million customers
and as a leading direct marketer to the rapidly growing market
segment of women and men above the age of fifty-five, I am excited
for the future of the Company and its prospects. Our commitment to
providing our customers with excellent products and service is
unwavering.  We greatly appreciate the ongoing support of our
lenders, customers, suppliers and associates.  Their continued
backing has been, and will continue to be, an integral factor in
our success."

The Company has asked the Court for additional authorizations,
including permission to continue paying employee wages and
salaries and to provide employee benefits without interruption.
The Company has also asked for Court permission to continue to
honor its current customer policies regarding merchandise returns
and outstanding gift cards and customer loyalty programs so that
the Chapter 11 process will not impact the Company's customers.
During the Chapter 11 process, vendors should expect to be paid
for postpetition purchases of goods and services in the ordinary
course of business.

The Company is being advised by Kirkland & Ellis LLP, its legal
counsel, and Alvarez & Marsal and Moelis & Company, its financial
advisors.

The Company's ABL lenders are being advised by Winston & Strawn
LLP, as legal counsel, and FTI Consulting, as financial advisor.
The Company's first lien lenders are being advised by Sidley
Austin LLP, as legal counsel, and Loughlin Meghji + Company, as
financial advisor.  The Company's second lien lenders are being
advised by Kramer, Levin, Naftalis, & Frankel LLP, as legal
counsel, and Miller Buckfire & Co., as financial advisor.
Kurtzman Carson Consultants is the Debtor's claims and notice
agent.

                       About Orchard Brands

Appleseed's Intermediate Holdings LLC and its units, doing
business as "Orchard Brands", claim to be a leading, multi-channel
marketer of apparel and home products focused on serving the needs
of the rapidly growing market segment of women and men above the
age of fifty-five.  Through its 17 brands, Appleseed's provides
quality products to consumers through the catalog, Internet and
retail channels, with a relentless focus on delivering superior
service.

Appleseed's is owned by Golden Gate Capital Corp., which also
hold stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.


APPLESEED'S INTERMEDIATE: Case Summary & Creditors' List
--------------------------------------------------------
Debtor: Appleseed's Intermediate Holdings LLC
         aka Appleseed's Intermediate Holdings, Inc.
         aka Orchard Brands
        30 Tozer Road
        Beverly, MA 01915

Bankruptcy Case No.: 11-10160

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                    Case No.
     ------                                    --------
     Appleseed's Acquisition, Inc.             11-10161
     Appleseed's Holdings, Inc.                11-10162
     Arizona Mail Order Company, Inc.          11-10163
     Bedford Fair Apparel, Inc.                11-10164
     Blair Credit Services Corporation         11-10165
     Blair Factoring Company                   11-10166
     Blair Holdings, Inc.                      11-10167
     Blair International Holdings, Inc.        11-10168
     Blair LLC                                 11-10169
     Blair Payroll, LLC                        11-10170
     Draper's & Damon's Acquisition LLC        11-10171
     Draper's & Damon's LLC                    11-10172
     Fairview Advertising, LLC                 11-10173
     Gold Violin LLC                           11-10174
     Habank Acquisition LLC                    11-10175

Type of Business: Orchard Brands sells clothing to people 55
                  and older.  Orchard Brands has 17 brands
                  including Appleseed's, Draper's & Damon's,
                  Gold Violin, Haband and Norm Thompson.  It
                  publishes catalogs and has stores under its
                  Appleseed's and Draper's & Damon's brands.

Chapter 11 Petition Date: January 19, 2011

Bankruptcy Court: U.S. Bankruptcy Court
                  District of Delaware (Delaware)

Bankruptcy Judge: Kevin Gross

Debtors'
Bankruptcy
Co-Counsel      : Domenic E. Pacitti, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  919 Market Street
                  Suite 1000
                  Wilmington, DE 19801
                  Tel.: (302) 552-5511
                  Fax : (302) 426-9193
                  Email: dpacitti@klehr.com

Debtors'
Bankruptcy
Counsel         : KIRKLAND & ELLIS LLP

Debtors'
Investment
Banker &
Financial
Advisor         : MOELIS & COMPANY LLC

Debtors'
Restructuring
Advisors        : ALVAREZ & MARSHAL NORTH AMERICA, LLC

Debtors'
Independent
Auditors        : PRICEWATERHOUSECOOPERS LLP

Debtors'
Notice
and Claims
Agent           : KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $100 million to $500 million

Estimated Debts : $500 million to $1 billion

The petition was signed by T. Neale Attenborough, chief executive
officer.

Debtor's List of 50 Largest Unsecured Creditors:

Entity/Person                  Nature of Claim     Claim Amount
-------------                  ---------------     ------------
American Capital Financial      Bank Loan           $73,386,838
Services, Inc.
John Erickson
Two Bethesda Metro Center
14th Floor
Bethesda, MD 20814

RR Donnelly/Wallace             Trade Payable       $11,447,396
Thomas J. Quinlan III
111 South Wacker Drive
Chicago, IL 60606

Gould North America             Trade Payable        $7,188,448
Carl Matthews
11 Madison Ave.
New York, N.Y. 10010

FedEx                           Trade Payable        $6,607,411
Alan Graf
942 S. Shady Grove Rd.
Memphis, TN 38120

Harbour Regal Ltd Shanghai      Trade Payable        $1,635,895
Shanghai Foreign Trade
Enterprise
Pudong Co Ltd No 258-268
Jia Bang Road 141F Zi Yuan Bui
Shanghai, China

News America Marketing FSI      Trade Payable        $1,517,081
Joseph M. Borrow
20 Westport Road
Wilton, CA 06897

Wiseknit Factory Ltd.           Trade Payable        $1,500,913
7/F Kwong Loong Tai
Industrial Bldg.
1016-1018 Tai Nam Street
West, Lai Chi Koi
Kowloon, Hong Kong

Jack N. Bostwick                Employee Debt        $1,450,000
432 Holly St.
Laguna Beach, CA 92651

John S. Farmer                  Employee Debt        $1,450,000
P.O. Box 3872
Ketchum, ID 83340

Barrage                         Trade Payable        $1,376,404
David Hung
110 East 9th Street
Ste A453
Los Angeles, CA 90079

American Spirit LLC             Trade Payable        $1,174,854
Darren Carlson
801 Southeast 9th Street
Minneapolis, MN 55414

Protex                          Trade Payable          $825,948
Carl Jenkins
1771 Cardina Way
Hatfield, PA 19440

Allstate Can Corp.               Trade Payable         $721,076
Bob Cicco
1 Woodhollow Road
Pasippany, NJ 07054

Mackay Mitchell Envelope Co.     Trade Payable         $644,669
Tim Cheslak
2100 Elm St.
Minn, MN 55414

CCT Marketing LLC                Trade Payable         $579,416
Warren Golden
401 Hackensack Avenue
3rd Fl
Hackensack, NJ 07601

Holsted Marketing                Trade Payable         $561,806
Roy Rathburn
135 Madison Ave.
New York, NY 10016

Google Inc.                      Trade Payable         $554,077
Patrick Pichette
1600 Amphitheatre Pkwy.
Mountain View, CA 94043

Seasons Apparel, Inc.            Trade Payable         $542,761
Mitch Nichnowitz
10 Vetter Court, Suite 101
North Brunswick, NJ 08902

Nine West Footwear Corp.         Trade Payable         $537,611
Eric Dauwalter
1129 Westchester Ave.
White Plains, NY 10604

Eastman Footwear Group Inc.      Trade Payable         $527,258
Max Ben Mizrachi
34 West 33rd Street 7th Fl
New York, NY 1001

Propet USA Inc.                  Trade Payable         $509,101
Jack Hawkins
2415 W Valley Hwy N
Auburn, WA 98001

Merchandising Mfg Sourcing       Trade Payable         $472,798
Scott Kantrowitz
17100 Ventura Blvd.
Suite 217
Encino, CA 91316

Moka                             Trade Payable         $446,318
Andres Deujani
1407 Broadway, Ste 1701
New York, NY 10018

Lee Apparel, Inc.                Trade Payable         $427,957
Leonard Novick
4 Woodland Place
Port Washington, NY 11050

Style Asia Inc.                  Trade Payable         $397,609
Ricky Pamani
101 Moonachie Ave.
Moonachie, NJ 07074

Vishal Enterprises, Inc.         Trade Payable         $392,489
Mahesh Moorjani
226 West 37th St.,
5th Floor
New York, NY 10018

Tamex Harbour Regal Ltd.         Trade Payable         $369,890
Shanghai Foreign Trade
Enterprise
Pudong Co Ltd No 258-268
Jia Bang Road
141F Zi Yuan Bui
Shanghai, China

AARP                             Trade Payable         $366,023
A. Barry Rand
601 E St. NW
Washington, DC 20049

Valassis Communications          Trade Payable         $354,560
Alan F. Schultz
19975 Victor Parkway
Livonia, MI 48152

Granada Sales Corporation        Trade Payable         $347,962
Brad Zacharia
102-108 Madison Ave.
New York, NY 10016

Colorado Trading Company         Trade Payable         $347,043
Jeff Schmitt
1390 Lawrence Street
Suite 400
Denver, CO 80204

Howard Berger Co.                Trade Payable         $345,936
324 A Half Acre Rd
Crandberry, NJ 08516

Z-Ply Corporation                Trade Payable         $344,669
Timothy Chung
209 W 40th St., 6th Flr
New York, NY 10018

Classic Shoes Inc.               Trade Payable         $333,034
Morris Abboudi
160 Gregg St, Unit 7
Lodi, NJ 07644

Jobar International Inc.         Trade Payable         $320,066
Mitch Sussman
P.O. Box 5409
Carson, CA 90749

Pac Worldwide Corp.              Trade Payable         $317,575
Jeff Snow
15435 NE 92nd St.
Redmond, WA 98052

Fabri Tech Inc.                  Trade Payable         $315,572
Scott Brown
6719 Pineridge Ct.
Jenison, MI 49428

Knit Textiles                    Trade Payable         $310,522
No. 3A, Jalan Wawasan 16
Kawasan Perindustrian
Sri Gading
83300 Batu Paha
Johor, Malaysia

JoRo Fashions                    Trade Payable         $301,057
8780 NW 102nd St
Miami, FL 33178

Qwest Communications             Trade Payable         $297,050
Joseph J. Euteneuer
1801 California Street
Denver, CO 80202

Alfred Dunner Inc.               Trade Payable         $296,777
Peter Aresty
1411 Broadway
New York, NY 10018

Belardi/Ostroy                   Trade Payable         $288,881
Donna Belardi
16 West 22nd Street
11th Floor
New York, NY 10010

Buy Global Inc.                  Trade Payable         $283,441
Jeff Mansbach
530 Eagle Avenue
West Hempstead, NY 11552

Tien Hu Knittin Co (US) Inc.     Trade Payable         $283,120
Jane Chan
3996 San Pablo Ave.,
Suite# A&B
Emeryville, CA 94608

Experian Marketing Services      Trade Payable         $279,147
Victor Nichols
475 Anton Blvd.
Costa Mesa, CA 92626

Valassis Inserts                 Trade Payable         $277,912
Robert Recchia
19975 Victor Parkway
Livonia, MI 48152

Amerex Group Inc.                Trade Payable         $275,251
Ira Ganger
512 7th Ave., 9th Floor
New York, NY 10018

Easy Street Shoe Co.             Trade Payable         $268,941
Michael Sterczala
364 Route 108
Somersworth, NH 03878

Rees Associates Inc.             Trade Payable         $259,279
Steven Lundstrom
1800 SW 2nd Street
Des Moines, IA 50315

Auclair & Martineau Inc.         Trade Payable         $252,999
Xavier Leclercq
2277, Rue De La Faune, CP
89039, SUCC ST-EMILE
Quebec QCG3E 1S9


AVAYA INC: S&P Affirms 'B' Corporate Rating, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Basking
Ridge, N.J.-based Avaya Inc. to stable from negative, reflecting
preservation of liquidity measures through the early phases of its
integration of the Nortel assets, which Avaya acquired in December
2009.  In addition S&P affirmed all its ratings on the Company,
including its 'B-' corporate credit rating.

"The rating is based on our expectation that the Company will
sustain positive operating trends from the last three quarters,"
said Standard & Poor's credit analyst Lucy Patricola.  S&P expects
that revenues will remain under pressure, reflecting the mature
nature of voice-based telephony, and that margins will gradually
improve as Avaya continues its plans to integrate and streamline
the recently acquired Nortel business.  S&P believes that EBITDA
generation in fiscal year 2011 will improve modestly from the
$650 million S&P calculates for fiscal year 2010.  Discretionary
cash flow is likely to be about neutral, as the toggle notes have
converted to cash pay and S&P believes the Company will incur
further restructuring charges as it integrates all of Nortel's
operations and continues to right-size its operation.


BBB ACQUISITION: Plan Outline Denied for Lack of Sufficient Detail
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming has denied,
without prejudice, the disclosure statement explaining BBB
Acquisition, LLC's Plan of Reorganization dated November 22, 2010.

The Court said the following areas are insufficient: (1) the
Debtor needs to further explain the situation with Linger Longer
West LLC and this entity's ability to make payments on the notes
because the Debtor alleges that these payments from LL W will fund
the Debtor's operating expenses and plan payments; (2) the Debtor
is using values based on 2008 appraisals which are not accurate in
today's market.  This information needs to be updated with
additional pertinent information or updated appraisals, if
possible; (3) clarification of the Debtor's interest in the
property listed as Ranches IA and IB; (4) source and amount of
funding available to pay the administrative claim of nearly
$50,000.00; (5) the disclosure of the terms of any public sale of
the tracts, and clarify the deed-in-lieu of foreclosure procedure
with the Fifth Third Bank and the effect of the above agreement on
the personal liability of the guarantors; (6) the personal
liability of the guarantors and its effect on the estate; (7)
whether the Debtor intends to refrain from making payments to
claims equal in priority claim to the Dillard claim, pending a
resolution of the Dillard claim; (8) the nature, timing, cost and
source of payments of the appeal; (9) the basis for the
liquidation analysis; (10) the section regarding distributions to
equity holders that violates the absolute priority rule deleted as
stated in court, or further explained; and, (11) the designation
of creditors and claim amount for the various classes.

As reported in the Troubled Company Reporter on December 22, 2010,
under the Plan, Reorganized BBB will be responsible for
administering the Plan and making distributions to the remaining
creditors.  Reorganized BBB will also continue the operation of
its business in the same fashion as it did prior to the Petition
Date.  The members making up to the Class 7 equity interests in
the Debtor will retain their ownership interest.

Creditors holdings allowed unsecured claims -- under Class 6 --
will receive their pro rata share of distributions on a quarterly
basis from the creditor fund after payment of allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim until
paid in full, plus simple interest at the rate of 4% per annum,
calculated from the Petition Date.  Payment of allowed Class 6
Claims will be made from funds generated from the sale of real
estate within the Bar-B-Bar Ranch in Teton County, Wyoming.

Holders of unsecured claims classified as convenience claims --
under Class 5 -- will be paid in full on the distribution date.
Holders of Class 5 claims will receive cash in an amount equal to
their allowed claim, without interest, not exceeding $2,500 on the
distribution date.

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

                    About BBB Acquisition, LLC

Cincinnati, Ohio-based BBB Acquisition, LLC, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Wyo. Case No.
10-21002).  Brent R. Cohen, Esq., and Chad S. Caby, Esq., at
Rothgerber Johnson & Lyons LLP, represents the Debtor.  The Debtor
disclosed $57,239,218 in assets and $35,613,501 in liabilities.


BELMEADE FARMES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Belmeade Farmes LLC
        6208 Fayetteville Rd, Suite 104
        Durham, NC 27713

Bankruptcy Case No.: 11-80089

Chapter 11 Petition Date: January 17, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Debtor's Counsel: Richard M. Hutson, II, Esq.
                  HUTSON LAW OFFICE, P.A.
                  302 East Pettigrew St., Suite B-260
                  P.O. Drawer 2252-A
                  Durham, NC 27702
                  Tel: (919) 683-1561
                  E-mail: wade@hhplaw.com

Scheduled Assets: $7,503,850

Scheduled Debts: $7,618,472

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncmb11-80089.pdf

The petition was signed by Patrick A. O'Neal, manager.


BLOCKBUSTER INC: C. Donaldson's Motion to Continue Appeal
---------------------------------------------------------
Creditor Carolee Donaldson asks Judge Burton Lifland, pursuant to
Section 362(d) of the Bankruptcy Code, to modify the automatic
stay to (i) continue her pending appeal, and (ii) if successful on
the appeal, to authorize her to pursue a supercedeas bond.

On August 11, 2006, Ms. Donaldson commenced an action alleging
personal injuries from a slip and fall accident, captioned Carolee
Donaldson and Paul Wortman v. Blockbuster, Inc., et al., Case No.
06AS03447, in the Superior Court of California, County of
Sacramento against Blockbuster Inc.  On May 20, 2009, the jury in
the State Court Litigation issued its verdict, awarding her
$406,137, and on the next day, the Trial Court entered its
judgment on the verdict.

Blockbuster subsequently filed a notice of appeal of the Judgment,
thereby commencing an appeal in the California Court of Appeal,
Third Appellate District.  On June 25, 2009, Blockbuster gave an
Undertaking on Appeal pursuant to Section 917.1 of the California
Code of Civil Procedure with Travelers Casualty and Surety Company
of America in the maximum amount of $673,789.

Prior to the Petition Date, Blockbuster and Ms. Donaldson had
completed briefing in the Appeal.  The Appeal, however, was stayed
due to commencement of the bankruptcy cases.

Hence, Ms. Donaldson asks the Bankruptcy to permit the Appeal to
continue through and including final judgment and if she prevails
in the Appeal, to seek payment of the Judgment from the Bond.

Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, in New York -
- tklestadt@klestadt.com -- contends that permitting the Appeal to
proceed would promote the complete resolution of the issues
between the parties.  He asserts that the Appeal is entirely
unrelated to the bankruptcy cases and no issues are presented in
common, and there will be no conflict between any judgment issued
in the Appeal and the proceedings in the Bankruptcy Court.

Mr. Klestadt points out that permitting the Appeal to proceed
would in no way prejudice the interest of other creditors, and
would, in fact, permit Ms. Donaldson's claims to be liquidated.

A hearing will be held on February 24, 2011, to consider the
request.  Objections are due on February 18, 2011.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BLOCKBUSTER INC: Opposes Class Certification for Cohen, et al.
--------------------------------------------------------------
"Marc Cohen, Marc Perper and Uwe Stueckrad's request to certify
their action, Cohen, et al. v. Blockbuster Entertainment Inc.,
Circuit Court of Cook County, Illinois, Chancery Court Case No.
99-CH-2561 (consolidated), is an attempt to rekindle a once-dead
class action lawsuit, originally filed in Illinois over a decade
ago," Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells Judge Lifland.

Despite spending 11 years in the Illinois State Court, the
Plaintiffs still do not have a certified class, Mr. Karotkin
avers.  He asserts that years of varying legal theories and
shifting class definitions have kept this litigation alive, albeit
on life support.  Here, he alleges, the Plaintiffs are making one
last-gasp effort to revive their litigation.

In March 2010, which was two years after the Illinois State Court
decertified the Plaintiffs' classes, the Plaintiffs inexplicably
filed a renewed motion to certify the same classes under the same
rejected class action theories in the same court, Mr. Karotkin,
contends.  He notes that the Debtors commenced the Chapter 11
cases before the Illinois State Court rendered a decision on the
renewed motion to certify.

In addition to class certification, the Plaintiffs also seek the
allowance of a class proof of claim, Mr. Karotkin relates.
However, neither request for relief is appropriate or should be
granted as a matter of federal law because in order to file a
class proof of claim, the Plaintiffs must show that the benefits
derived from the use of a class claim device are consistent with
the goals of bankruptcy and that the claims the Plaintiffs seek to
certify fulfill the requirements of Rule 23 of the Federal Rules
of Civil Procedure, he argues.  He points out that the Plaintiffs
cannot establish either ground in the Chapter 11 cases.

The use of the class claim device in these cases is inconsistent
with the goals of bankruptcy, which require that, prior to
submission of a class of proof of claim, either (i) the class be
certified prepetition by a non-bankruptcy court, or (ii) there was
lack of actual or constructive notice of the bar date to the
members of the putative class, Mr. Karotkin contends.  He adds
that the claim that the Plaintiffs seek to certify do not satisfy
the requirement of Rule 23 because just as the grounds for
certification under Illinois state law have been unpersuasive over
the course of a decade, the grounds asserted in the Motion for
class certification remain unconvincing in the context of Rule 23.

According to a report from Home Media Magazine, in the original
suit, the Plaintiffs alleged that the late fees implemented by
Blockbuster represented illegal penalties that arose from improper
damages assessed against a customer for his or her breach of
contract.  They asserted that the fees were open ended and not
based on "good faith" estimates of actual damages, among other
concerns.

Erik Gruenwedel of Home Media reports that halting late fees cost
Blockbuster about $250 million a year in operating income.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BORDERS GROUP: 45 Employees Let Go at HQ, Distribution Centers
--------------------------------------------------------------
Jaclyn Trop, writing for The Detroit News, reports that Borders
Group Inc. laid off 45 employees on Tuesday, including 40 at its
Ann Arbor, Michigan headquarters.

Detroit News relates that the other five jobs were cut from
Borders' distribution centers.

The Troubled Company Reporter, citing The Wall Street Jouranl's
Jeffrey A. Trachtenberg, reported January 13, 2011, that Borders
would be closing its distribution center near Nashville, Tennessee
and that roughly 310 jobs will be eliminated.

The TCR, citing The New York Times' Julie Bosman, said January 18
that 15 managerial positions within the Company were eliminated on
Thursday.

Detroit News says the laid-off workers in Ann Arbor and elsewhere
will receive severance pay.

"This decision is a result of Borders' focus on reducing costs and
re-adjusting its business model to improve profitability and cash
flow," spokeswoman Mary Davis wrote in a statement Monday,
according to Detroit News.  She said the layoffs comprise a small
fraction of Borders' total work force of 19,500.

                        About Borders Group

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

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

According to the Journal, Borders has tapped investment bank
Jefferies & Co. and law firm Kasowitz, Benson, Torres & Friedman
to advise on its current refinancing efforts.

The New York Times' DealBook, citing people briefed on the
situation, said publishers have been given until February 1 to
decide whether they are willing to accept Border's proposal to
turn overdue payments into a loan.  According to DealBook, Borders
is asking publishers to take up to one-third of the company's
reorganized debt, but the exact percentage has not yet been
determined.

The New York Times also reported that the law firm Lowenstein
Sandler and the consulting firm Alvarez & Marsal represented
publishers during their meeting with Borders.

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

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


BROOKE CORP: Ch. 7 Trustee Sues Addison to Recover Commissions
--------------------------------------------------------------
Anthony Clark International Insurance Brokers Ltd. disclosed that
Addison Low Cost Insurance Brokers Ltd. and Addison York Insurance
Brokers Ltd., both subsidiaries of Anthony Clark International
Insurance Brokers Ltd., were served with a Bankruptcy Adversary
Proceeding Complaint brought by the Trustee for Brooke Corporation
et al., Chapter 7 bankrupt companies, in re Brooke Corporation
Adversary No. 10-06208 pending in the United States Bankruptcy
Court For the District of Kansas, Kansas City Division.

The claim seeks a return of net commission settlements paid by
Brooke to Addison Low Cost ($2,979,121.62) and to Addison York
($3,223,021.62) on the grounds that the Brooke Trust account, out
of which those commissions were paid, may have contained some
unknown, undetermined amount of Brooke's money.  Therefore,
because Brooke claims it may have allegedly comingled some of its
money with commission monies belonging to Addison Low Cost,
Addison York and hundreds of other agents and insurers, all net
commission payments paid to Addison Low Cost and Addison York (and
the hundreds of other agents and insurers) should be returned.
Anthony Clark, based on a review of the Complaint and review by
and opinion of its legal counsel, believes there is no legal or
factual merit to the claim.  Anthony Clark will vigorously defend
the action and will seek to have it dismissed.

The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.

                        About Brooke Corp.

Albert Riederer was appointed special master of Brooke Corporation
in prepetition federal court proceedings.  Shortly after Brooke
Corporation filed for Chapter 11 bankruptcy protection (Bankr. D.
Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer
was appointed Chapter 11 Trustee.  When the case was converted to
Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7
Trustee.  On October 29, 2008, the Court granted a motion to
jointly administer the bankruptcies of Brooke Corporation, Brooke
Capital Corporation, and Brooke Investment, Inc., with the Brooke
Corporation bankruptcy case being the lead case.


CABI NEW RIVER: Has Interim OK Nod to Tap Bilzin as Bankr. Counsel
------------------------------------------------------------------
Cabi New River, LLC, obtained interim authorization from the Hon.
A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida to employ Bilzin Sumberg Baena Price & Axelrod
LLP as bankruptcy counsel, nunc pro tunc to December 28, 2010.

Bilzin Sumberg will, among other things:

     (a) attend meetings and negotiate with representatives of
         creditors and other parties-in-interest;

     (b) advise and consult on the conduct of the Chapter 11 case,
         including all of the legal and administrative
         requirements of operating in Chapter 11;

     (c) advise the Debtor in connection with any contemplated
         sales of assets or business combinations, including the
         negotiation of sales promotion, liquidation, stock
         purchase, merger or joint venture agreements, formulate
         and implement bidding procedures, evaluate competing
         offers, draft appropriate corporate documents with
         respect to the proposed sales, and counsel the Debtor in
         connection with the closing of the sales; and

     (d) advise and represent the Debtor in connection with
         obtaining post-petition financing and making cash
         collateral arrangements, provide advice and counsel with
         respect to prepetition financing arrangements, and
         provide advice to the Debtor in connection with the
         emergence financing and capital structure, and negotiate
         and draft documents relating thereto.

Bilzin Sumberg will be paid based on the rates of its
professionals:

         Partners                            $445-$700
         Of Counsel                          $425-$550
         Associates                          $230-$435
         Paraprofessionals                   $205-$225
         Project Assistants                    $200

Mindy A. Mora, Esq., a partner at Bilzin Sumberg, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

The Court has set a final hearing for January 27, 2011, at
2:00 p.m., prevailing Eastern Time, on the Debtor's request to
hire Bilzin Sumberg as bankruptcy counsel.

Aventura, Florida-based Cabi New River, LLC, fka Cabi New River
II, LLC, dba Riverfront Marina, owns 5.8-acre parcel fronting New
River in Fort Lauderdale, Florida.  It filed for Chapter 11
bankruptcy protection on December 28, 2010 (Bankr. S.D. Fla. Case
No. 10-49013).  The Debtor estimated its assets and debts at
$10 million to $50 million.

Cabi SMA Tower I, LLLP (Bankr. S.D. Fla. Case No. 10-49009) filed
a separate Chapter 11 petition on the same day.

The Debtors are affiliated with Cabi Holdings Inc., the U.S.
development arm of Mexico's Cababie real-estate family. The
bankruptcy filings come on the heels of Cabi Downtown LLC's
chapter 11 (Bankr. S.D. Fla. Case No. 09-27168).  Cabi Downtown
was the owner of the 49-story Everglades on the Bay condominium in
Miami.  The project was sold by Cabi Downtown in November to the
holder of the mortgage under a confirmed Chapter 11 plan.


CALAIS RESOURCES: Brigus Extends Forbearance Until June 30
----------------------------------------------------------
Calais Resources, Inc., on January 15, 2011, entered into a
forbearance agreement with Brigus Gold Corp. pursuant to which
Brigus has agreed to extend the forbearance period to June 30,
2011, for the three notes held by Brigus which are secured by the
Colorado assets of the Company.  The original forbearance periods
with respect to these notes were scheduled to expire in early
February and March 2011.

The three notes held by Brigus Gold are secured by the Colorado
assets of the Company.

Management believes that the extension will allow sufficient time
for Calais to satisfy or extinguish the debt.

The Company's president, David Young, in commenting on the changes
stated, "I am very pleased with the note extension which gives
Calais resources the time needed to finish its financial and
regulatory compliance filing requirements and reintroduce to the
market a prospective Gold and Silver company that has very good
upside asset potential in the US".

Calais Resources is in the process of completing its audited
financial reports for the SEC and Canadian agencies and expects to
file the reports within the next month.  The NI 43-101 Technical
Reports prepared by SRK Consulting will also be filed on SEDAR at
the same time.  Calais will schedule an annual general meeting to
be held in the next four months in the Denver, Colorado area.  The
process to lift the current Cease Trade Order in British Columbia,
Canada, will also be initiated with the filing of the financial
reports and the NI 43-101 Technical Reports.

A full-text copy of the Forbearance Agreement is available
at http://is.gd/RbWsYe

On Tuesday, Calais announced that R. David Russell has been
appointed to the Board of Directors and as Executive Chairman and
Chief Executive Officer.  Mr. Russell has over 33 years of
experience in the mining industry including a variety of
operating, executive and boards of director positions.  Mr.
Russell is the Chairman of Pure Nickel (NIC:TSX), Lead Director
for Fire River Gold (FAU:TSX.V) and a Director for General
Molybdenum (GMO:AMEX).

Previously, Mr. Russell was the Founder, President, CEO and
Director of the former Apollo Gold Corporation, (now Brigus Gold
Corp. after the June 24, 2010 Apollo Gold and Linear Gold Merger),
and the same for the predecessor company, Nevoro Gold from 1999 -
2002.  From 1994 - 1999, Mr. Russell was Vice President and COO
for Getchell Gold Corporation, a Nevada gold producer with
production of 200,000 ounces of gold.  Getchell Gold was acquired
by Placer Dome Inc. in 1999 for $1.1 Billion.   Prior to working
at Getchell, Mr. Russell was VP of US Operations for LAC Minerals
Ltd. and, after their acquisition by Barrick Gold Corporation, Mr.
Russell stayed on with Barrick Gold.  Other companies Mr. Russell
worked for included ASARCO, Hecla and Meridian Gold.  Mr. Russell
received a Bachelor of Science degree in Mining Engineering from
Montana Tech at the University of Montana.

Mr. Young remains on the board of Calais and continues to serve as
President.  He will also become the Chief Operating Officer.

                      About Calais Resources

Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets:
CAAUF) is an exploration and development company and owns and
operates the Cross/Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The company is currently in the initial stages for reviewing the
reopening of the fully permitted Cross Mine which includes
planning to resume underground exploration activities in Colorado
and surface exploration in Nevada.


CARPENTER CONTRACTORS: Gets Final OK to Tap Rice as Bankr. Counsel
------------------------------------------------------------------
Carpenter Contractors of America, Inc., obtained final
authorization from the Hon. Raymond B. Ray of the U.S.
Bankruptcy Court for the Southern District of Florida to employ
the Law Firm of Rice Pugatch Robinson & Schiller, P.A., as
bankruptcy counsel, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on November 4, 2010,
the Debtor sought and obtained interim authorization from the
Court to employ the Firm as bankruptcy counsel.

The Firm will, among other things:

     a. advise the Debtor with respect to its powers and duties as
        a debtor-in-possession and the continued management of its
        business operations;

     b. prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     c. protect the interest of the Debtor in all matters pending
        before the Court; and

     d. represent the Debtor in negotiation with its creditors in
        the preparation of a plan.

Chad P. Pugatch, Esq., an attorney at the Firm, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Firm will apply for compensation and reimbursement of costs at
its ordinary rates, as they may be adjusted from time to time, for
services rendered and costs incurred on behalf of Debtor.

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on
October 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


CARPENTER CONTRACTORS: Can Use Bank's Cash Collateral Until Feb. 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
a second interim order dated January 7, 2011, has authorized
Carpenter Contractors of America, Inc., to continue using cash
collateral of First American Bank through and continuing until the
hearing on February 7, 2011, as well as revenue generated from its
post-petition operations in accordance with the terms of a 30 day
rolling budget for the month of January 2011 filed with the Court.

The Debtors are authorized to continue the interim use of cash
collateral upon the terms previously ordered by the Court except
as specifically modified in the second interim order.

The Debtor is not authorized to expend cash collateral for any
payments or expenses related to the airplane leased by the Debtor
in excess of $10,000 over and above revenues generated by the
charter of the airplane between January 5, 2011, and February 7,
2011.

A further hearing to consider the relief sought in the cash
collateral motions will be held before the Court on February 7,
2011, at 9:30 a.m. at the United States Bankruptcy Court, 299 East
Broward Blvd., Courtroom 308, in Fort Lauderdale, Fla.

As reported in the Troubled Company Reporter on November 5, 2010,
First American Bank asserts a first security interest in and lien
upon substantially all of the personal property of the Debtor,
including the Debtor's accounts receivable, inventory and
equipment.  In addition, the Bank asserts a mortgage lien subject
to existing Industrial Revenue Bonds on the Debtor's real property
located in Belvidere, Illinois, and Fayetteville, North Carolina.
The Bank provided the Debtor with a revolving line of credit and
the Bank presently asserts that it is owed approximately
$7,240,000.  In addition, the Bank has issued letters of credit as
additional credit support for the Debtor's obligations under
Industrial Revenue Bonds related to the Debtor's facilities in
Belvidere, Illinois, and Fayetteville, North Carolina.  The Bank's
letter of credit exposure is approximately $3,000,000.

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on
October 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604).  Chad P.
Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents Carpenter Contractors of America in
its restructuring effort.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.

On October 26, 2010, CCA Midwest, Inc., a wholly owned subsidiary
of Carpenter Contractors, filed a separate petition for Chapter 11
relief (Bankr. S.. Fla., Case No. 10-42630).  Chad P. Pugatch,
Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents CCA Midwest in its restructuring
effort.  CCA Midwest estimated its assets and debts at $1 million
to $10 million each.

The two cases are jointly administered under Case No. 10-42604.


CIRCLE ENTERTAINMENT: New Name Reflects New Business Initiatives
----------------------------------------------------------------
Robert F.X. Sillerman, Chairman and Chief Executive Officer of FX
Real Estate and Entertainment Inc., announced that the Company has
changed its name to Circle Entertainment Inc., effective January
11, 2011.  The Company's common stock will begin being quoted on
the Pink Sheets under the symbol, CEXE.PK, on January 13, 2011.

The Company name change reflects the development of its new
business initiatives relating to the location-based entertainment
venues, initially based on the use of the SkyViewTM observation
wheel technology, for which Circle Entertainment Inc. has an
exclusive license from William Kitchen and US ThrillRides.
Chairman Sillerman noted, "The change of name fits perfectly with
the Company's change in direction.  We are circling in on the best
location-based attractions and destinations to introduce our
SkyViewTM experience, and hope to have more information on that in
the near future."

                        About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet at September 30, 2010, showed
$142.3 million in total assets, $525.3 million in total
liabilities, and a stockholders' deficit of $383.0 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or  benefit.


CORBIN PARK: Bids Due This Week; May Be Sold in 1st Quarter
-----------------------------------------------------------
Kevin Collison, writing for The Kansas City Star, reports that the
Corbin Park retail project is expected to be sold sometime in the
first quarter, according to Integra Realty Resources.  Bids are
due this week, and there are rumors of offers in the vicinity of
$30 million, according to the Star.

The Star reports that Corbin Park is likely to undergo a major
redesign before it's completed, according to a consensus among
several Kansas City retail developers at last week's annual real
estate conference sponsored by Integra Realty Resources.

The Star reports Dan Lowe of RED Development said his firm was
contemplating a bid on the project, which stopped construction in
late 2009 shortly after the completion of major anchors Von Maur,
Lifetime Fitness and J.C. Penney.  Mr. Lowe said Overland Park
city officials should be prepared to reopen discussions about the
project and be open to a new development plan.

Omaha, Nebraska-based Corbin Park, L.P., is the developer of a
1.1 million-square-foot retail site in Kansas City.  It filed for
Chapter 11 bankruptcy protection on January 5, 2010 (Bankr. D.
Kan. Case No. 10-20014).  Carl R. Clark, Esq., and Jeffrey A.
Deines, Esq., at Lentz Clark Deines PA, assist the Debtor in its
restructuring effort.  The Debtor estimated $50 million to
$100 million in assets and $10 million to $50 million in
liabilities.


CROATAN SURF: Section 341(a) Meeting Scheduled for Feb. 9
---------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina
will convene a meeting of Croatan Surf Club, LLC's creditors on
February 9, 2011, at 10:00 a.m.  The meeting will be held at the
USBA Creditors Meeting Room, 1760 B Parkwood Boulevard, Wilson, NC
27893.

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.

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns 35 condominiums in Dare County, North Carolina.  It filed for
Chapter 11 bankruptcy protection on January 10, 2011 (Bankr. E.D.
N.C. Case No. 11-00194).  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., serves as the Debtor's bankruptcy counsel.  In its
Schedules of Assets & Liabilities, the Debtor disclosed
$26,151,718 in total assets and $19,350,000 in total debts.


CROATAN SURF: Taps Hinson & Rhyne as Bankruptcy Counsel
-------------------------------------------------------
Croatan Surf Club, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ the firm of Hinson & Rhyne, P.A.., as bankruptcy counsel.

Hinson & Rhyne will:

     (a) prepare applications, answers, orders, reports and other
         papers;

     (b) assist the Debtor in the examination and determination of
         validity of liens in the property of the Debtor; and

      c) perform all other legal services for the Debtor which may
         be necessary herein and it is necessary for your
         applicant to employ an attorney for the professional
         services.

The initial retainer for Hinson & Rhyne was $25,000.  Fees will be
billed against the debtor pursuant to the application to employ
attorney for debtor filed in this matter.  All fees have been paid
up to the date of filing.  Walter L. Hinson, an attorney at Hinson
& Rhyne, has withdrawn $12,536.60 for services prior to filing of
the petition, and the filing fee of $1,039.00 for the filing fee,
leaving a balance of $11,424.40 on hand in the attorney's trust
account.

Mr. Hinson assures the Court that Hinson & Rhyne is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns 35 condominiums in Dare County, North Carolina.  It filed for
Chapter 11 bankruptcy protection on January 10, 2011 (Bankr. E.D.
N.C. Case No. 11-00194).  According to its schedules, the Debtor
disclosed $26,151,718 in total assets and $19,350,000 in total
debts.


CROSS BORDER: 4 Officers & Directors Disclose Stock Ownership
-------------------------------------------------------------
In separate Form 3 filings with the Securities and Exchange
Commission on January 13, 2011, officers at Cross Border
Resources, Inc. disclosed beneficial ownership of shares:

                                     Securities
  Officer/Director               Beneficially Owned
  ----------------               ------------------
  Mark P. Stark                           727
  John W. Hawkins                           0
  Lawrence J. Risley                  189,046
  Richard F. Laroche Jr.              587,752

Mr. Stark has received an option to buy an aggregate of 300,000
shares of common stock; Mr. Hawkins, 37,500 shares; Mr. Risley
,300,000 shares; and Mr. Laroche, 25,000 shares.

                    About Cross Border Resources

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

The Company's balance sheet at October 31, 2010, showed
$2.77 million in total assets, $2.81 million in total liabilities,
and a stockholders' deficit of $37,846.

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


CYCLE COUNTRY: Boulay Heutmaker Raises Going Concern Doubt
----------------------------------------------------------
Cycle Country Accessories Corp. filed on January 18, 2011, its
annual report on Form 10-K for the fiscal year ended September 30,
2010.

Boulay, Heutmaker, Zibell & Co. P.L.L.P.'s audit report on Cycle
Country Accessories' financial statements for the fiscal years
ended September 30, 2010, and September 30, 2009, contained an
explantory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company sustained several consecutive
periods of operating losses.  

The Company reported a net loss of $1.7 million on $12.1 million
of revenues for fiscal 2010, compared with a net loss of
$6.8 million on $10.3 million of revenues for fiscal 2009.

The Company recognized an operating loss of roughly $2.6 million
in fiscal 2010 compared to an operating loss of roughly
$7.9 million in fiscal 2009.  The loss for fiscal year 2009
includes a goodwill impairment loss of roughly $4.9 million.
Fraud expense, net of recoveries, was $134,775 and $620,000 for
the years ended September 30, 2010, and 2009, respectively.

The Company's balance sheet at September 30, 2010, showed
$16.6 million in total assets, $9.5 million in total liabilities,
and stockholders' equity of $7.1 million.

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

               http://researcharchives.com/t/s?724b

Spencer, Iowa -based Cycle Country Accessories Corp. (NYSE Amex:
ATC) -- http://www.cyclecountry.com/-- is a leading manufacturer
and marketer of branded outdoor recreational and powersports
products for the outdoor enthusiast.  The Company has four
distinct divisions as reportable segments, with three of them
engaged in the design, manufacture, sale and distribution of
branded, proprietary products; the fourth division, Imdyne,
engages in contract manufacturing.


DAVID BROWN: Chapter 13 Case Converted to Chapter 11
----------------------------------------------------
Brandon Gee at The Tennessean reports that a federal judge has
converted the bankruptcy proceedings of Nashville rapper Young
Buck, whose real name is David Darnell Brown, from Chapter 13 to
Chapter 11 bankruptcy proceeding.  The ruling comes as Well Fargo
is attempting to repossess the Mr. Buck's BMW over missed
payments.

The report, citing papers filed with the Court, relates that Mr.
Buck was not making payments as required under the Chapter 13
proceedings, which stipulated that his label, Cashville Records,
dock his pay $12,500 a month for 60 months, for a total of
$750,000.

The Tennessean relates that a hearing will be held Jan. 31, 2011,
on Wells Fargo's request to foreclose on Brown's 2002 BMW X5.
The bank claims Brown has missed about seven months' worth of
payments and owes more than $5,000.  In a response, Brown argued
against the seizure by claiming that there is equity in the
vehicle and that it is used to take his children to school and
other activities, according to the report.


DELTRON INC: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
Deltron, Inc., filed on January 14, 2011, its annual report on
Form 10-K for the transition period from January 1, 2010, to
September 30, 2010.

On May 26, 2010, Deltron, Inc., acquired all of the assets and
liabilities of Blu Vu Deep Oil & Gas Exploration, Inc., including
its ownership of 100% of the outstanding stock of Elasco, Inc., by
issuance of 123,978,980 restricted common shares of its stock.
The acquisition of Blu Vu's assets and Elasco, Inc., by Deltron
has been accounted for as a reverse recapitalization.  The reverse
recapitalization is the acquisition of a private operating company
into a non-operating shell corporation with nominal net assets and
is treated as a capital transaction, rather than a business
combination.  For accounting and Securities and Exchange
Commission reporting purposes, Elasco is deemed to be the acquirer
and continuing reporting entity.

On August 13, 2010, the Company adopted the fiscal year end of the
former shell company, Deltron, of September 30.  Because Elasco is
considered the accounting acquirer and the predecessor entity for
SEC reporting purposes in the acquisition, this change in fiscal
year end is deemed to be a change in Elasco's fiscal year end.

Cacciamatta Accountancy Corporation, in Irvine, Calif., expressed
substantial doubt about's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses from operations and negative cash flows from
operating activities and has a net stockholders' deficit.

The Company reported a net loss of $360,590 on sales of $2,546,606
for the nine months ended September 30, 2010, compared with a net
loss of $400,564 on sales of $1,511,133 for the nine months ended
September 30, 2009.

The Company's balance sheet at September 30, 2010, showed
$1,087,988 in total assets, $2,069,333 in total liabilities, and a
stockholders' deficit of $981,345.

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

               http://researcharchives.com/t/s?7245

Based in Garden Grove, Calif., Deltron, Inc., after the
acquisition of Blu Vu Deep Oil & Gas Exploration, Inc.'s assets,
is engaged in potential manufacture and mass-market of proprietary
breathing equipment developed specifically for the oil and gas,
mining and safety industries, and military and recreational
divers.  The technology is still under development.


DJSP ENTERPRISES: Unit Obtains Waivers as Defaults Pile Up
----------------------------------------------------------
DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., has
obtained waivers on notes held by these parties for payments due
through April 1, 2011:

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

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

In connection with DAL's January 15, 2010 transaction with DJSP
Enterprises, DAL executed a series of unsecured Term Notes in the
aggregate principal amount of $1,600,000, deferring certain costs
related to the Company's initial public offering due to various
advisors to the Company.  Pursuant to each of the Unsecured Notes,
interest in the amount of 5.0% per annum is payable quarterly, in
arrears, on the first business day of January, April, June and
September of each year.  DAL did not make the interest payment on
the Unsecured Notes due January 3, 2011.  As a result, the
principal balances of the Unsecured Notes were automatically
accelerated without notice from the holders of the Unsecured
Notes.

DAL also has a $500,000 Term Note outstanding with Cornix
Management, LLC, that bears interest in the amount of 15.0% per
annum, payable monthly, and matures on January 15, 2011.  Cornix
had previously deferred interest payments on the Cornix Note
through January 1, 2011.  Pursuant to the terms of a General
Subordination Agreement covering the line of credit obligations
owed to BA Note Acquisition, LLC, DAL is not permitted to make
interest or principal payments under the Cornix Note so long as
the Line of Credit remains in default.  DAL failed to make an
interest payment to Cornix on January 3, 2011, and is thus in
default under the Cornix Note, but has not received a notice from
Cornix accelerating the amounts due thereunder.

DAL is seeking waivers from the holders of the Unsecured Notes and
Cornix of principal and interest payments otherwise due under
these notes, and the default interest rates under these notes,
through April 1, 2011.

DAL has entered into a Forbearance Agreement with BNA, pursuant to
which BNA has agreed to forbear from taking action on the Line of
Credit until March 9, 2011.  The outstanding principal balance of
the Line of Credit at January 14, 2011 was $5,496,863.28.

Pursuant to the Contribution and Membership Interest Purchase
Agreement, DAL is obligated to pay a Finance Charge of 5% per
annum, payable on the first business day of January, April, June
and September of each year, on the FlatWorld Additional Warrant
Proceeds in the amounts of $600,000 payable to Nagina Partners
LLC, and $400,000 payable to Jeffrey A. Valenty.  DAL did not make
the payments due on January 3, 2011, which results in an increased
Finance Charge rate to 8.0%.  DAL is seeking waivers from Nagina
and Valenty of the payment of the Finance Charge and increased
rate through April 1, 2011.

There can be no assurance that DAL will be able to obtain waivers
from the holders of the Unsecured Notes, Cornix, Nagina or
Valenty.  If DAL is unable to develop ongoing operating plans
acceptable to its debt holders or successfully develop and
implement those plans in a timely manner, it will not be able to
continue its business operations.

Valenty and Nagina have informed DJSP that they intend to exchange
their Common Units of DAL for an aggregate of 722,668 and
1,084,000 ordinary shares of the Company's common stock,
respectively, on January 18, 2011.  The exchange will be made in
accordance with the terms of the First Amended and Restated
Limited Liability Company Agreement of DAL dated as of January 15,
2010, as amended.  The Shares were previously registered under the
Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form F-1, effective June 25, 2010.

                      About DJSP Enterprises

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

David Stern's firm and three other large firms are being
investigated by Florida Attorney General Bill McCollum for
submitting false or misleading statements in foreclosure
proceedings.


DJSP ENTERPRISES: Must Comply With Nasdaq Bid Price by June 13
--------------------------------------------------------------
DJSP Enterprises Inc. discloses that it has received a letter from
The NASDAQ Stock Market notifying it that a deficiency exists with
regard to continued listing pursuant to NASDAQ Listing Rule
5450(a)(1) because the Company's listed securities failed to
maintain a minimum bid price of $1 per share.  NASDAQ will deem
the Company to have regained compliance if at any time before
June 13, 2011, the bid price of the Company's listed securities
closes at $1 per share or more for a minimum of ten consecutive
business days.

This notification does not impact the listing and trading of the
Company's securities at this time. However, the NASDAQ letter also
states that, if the Company does not regain compliance with the
MBPPS Rule by June 13, 2011, the Company will receive written
notification from NASDAQ that the Company's securities are subject
to delisting.

The Company is reviewing its options for regaining compliance with
the MBPPS Rule and for remedying past non-compliances.  There can
be no assurance that the Company will be able to regain compliance
with the MBPPS Rule or other NASDAQ continued listing requirements
in a timely fashion, in which case its securities would be
delisted from NASDAQ.

                      About DJSP Enterprises

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

David Stern's firm and three other large firms are being
investigated by Florida Attorney General Bill McCollum for
submitting false or misleading statements in foreclosure
proceedings.


DOCTORS' HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Doctors' Hospital of Slidell, LLC
        989 Robert Boulevard
        Slidell, LA 70458

Bankruptcy Case No.: 11-10140

Chapter 11 Petition Date: January 17, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Catherine Steffes, Esq.
                  STEFFES VINGIELLO & MCKENZIE
                  13702 Coursey Blvd., Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-7998
                  E-mail: nsteffes@steffeslaw.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 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb11-10140.pdf

The petition was signed by James Bergeron, chief executive
officer.


EAGLES NEST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eagles Nest Holdings, LLC
        545 Frederica Lane
        Dunedin, FL 34698

Bankruptcy Case No.: 11-00672

Chapter 11 Petition Date: January 17, 2011

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

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  400 N. Ashley Drive, Suite 1500
                  Tampa, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.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 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00672.pdf

The petition was signed by Michael R. Sheeks, managing member.


EBRO FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ebro Foods, Inc
          fka Ebro Packing Company
        1330 W. 43rd Street
        Chicago, IL 60609

Bankruptcy Case No.: 11-01643

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Forrest L. Ingram, Esq.
                  FORREST L. INGRAM, P.C.
                  79 W. Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  E-mail: fingram@fingramlaw.com

Scheduled Assets: $1,838,422

Scheduled Debts: $2,759,341

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-01643.pdf

The petition was signed by Silvio Vega, vice-president.


ELITE PHARMACEUTICALS: Agrees to Issue 1,000 Shares to Unit
-----------------------------------------------------------
Pursuant to that certain Strategic Alliance Agreement, dated as of
March 18, 2009, by and among Elite Pharmaceuticals, Inc., on the
one hand, and Epic Pharma, LLC (the "Parent") and Epic
Investments, LLC (the "Subsidiary") on the other hand, as amended
by that certain Amendment, dated as of April 30, 2009, as further
amended by that certain Second Amendment, dated as of June 1,
2009, as further amended by that certain Amendment Agreement,
dated as of June 25, 2010, the Company agreed to issue to the
Subsidiary, and the Subsidiary agreed to purchase from the
Company, 1,000 additional shares of the Company's Series E
Convertible Voting Preferred Stock, par value $0.01 per share, and
a warrant to purchase 40,000,000 shares of its Common Stock, par
value $0.01 per share, at an exercise price of $0.025 per share,
on or before December 31, 2010, for aggregate cash consideration
of $1,000,000.

The Subsidiary did not pay the Consideration to the Company on or
before the Closing Date.  On January 4, 2011, the Company sent a
written request to Epic for payment of the Consideration in
accordance with its obligations under the Strategic Alliance
Agreement.

On January 6, 2011, Epic responded to such request stating that,
as a result of the complaint filed against the Company by The
PharmaNetwork, LLC on or about September 3, 2010 in the Superior
Court of New Jersey Chancery Division: Bergen County (Docket No.
C-272-10), with an amendment of such complaint being filed on or
about September 24, 2010, one or more of the conditions to the
Subsidiary's performance under the Strategic Alliance Agreement
may not have been satisfied.  As a result of the filing of the TPN
Complaint and the pending litigation related thereto, Epic stated
that it does not have the requisite information regarding the
status of the TPN Litigation to evaluate the impact that the TPN
Litigation may have on the closing of the payment of the
Consideration by the Subsidiary to the Company.  Epic requested
the Company to provide it with further details regarding the TPN
Litigation and any other pending litigations or proceedings before
it will pay the Consideration to the Company under the Strategic
Alliance Agreement.

On January 11, 2011, the Company informed Epic in writing that it
does not believe pendency of the TPN Litigation results in the
condition set forth in Section 2.11(b)(ix) of the Strategic
Alliance Agreement failing to be satisfied.  The Company intends
to continue discussions with the Parent and the Subsidiary and
provide such information as may be necessary to establish that all
conditions to the Subsidiary's purchase of the additional 1,000
shares of Series E Preferred Stock and the Warrant under the
Strategic Alliance Agreement have been satisfied.

In addition, pursuant to the Strategic Alliance Agreement, within
10 business days following the last day of each calendar quarter,
the Subsidiary agreed to purchase from the Company's 62.5 shares
of Series E Preferred Stock for $62,500.  As of January 13, 2011,
Additional Closings have not been conducted for, and the
Subsidiary has not paid Additional Consideration for Additional
Shares in connection with, the calendar quarters ending September
30, 2010 or December 31, 2010.

The Company disputes the claims set forth in the TPN Complaint and
it believes the lawsuit is without merit and intends to vigorously
defend against them.  On or about October 14, 2010, the Company
filed its response to the TPN Complaint and two counterclaims.
The first counterclaim asserts TPN's breach of contract and seeks
monetary damages in the sum of an amount no less than $1.125
million, plus interest.  The second counterclaim asserts TPN's
breach of its obligation of good faith and fair dealing to the
Registrant and seeks monetary damages in the sum of an amount no
less than $1.125 million, plus interest.  The case is presently in
discovery stage.

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.

The Company's balance sheet at Sept. 30, 2010, showed
$10.86 million in total assets, $23.67 million in total
liabilities, and a stockholders' deficit of $12.81 million.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the year ended March 31, 2010, compared with a net
loss of $6.6 million on $2.3 million of revenue for the year ended
March 31, 2009.


EMIVEST AEROSPACE: To Sell Assets for $19MM to Unidentified Buyer
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Emivest Aerospace
Corp. is seeking bankruptcy court approval of a $19 million sale
of its assets to a buyer whose identity Emivest is trying to keep
under wraps.

Emivest is facing a Feb. 17 deadline to file a bankruptcy-exit
plan and an April 18 deadline to solicit its creditors' support
for that plan.  As reported by the Troubled Company Reporter on
January 14, the Debtor has asked the Court to extend the plan
filing deadline to July 17.  The TCR, citing a DBR Small Cap
report, relates Emivest said its employees, lawyers and financial
advisers are currently focusing their full attention on finding a
buyer for the company, as well as such other time-critical matters
as stabilizing the business.

                      About Emivest Aerospace

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

Emivest Aerospace filed for Chapter 11 protection on Oct. 20, 2010
(Bankr. D. Del. Case No. 10-13391).  Emivest estimated assets and
debts between $50 million and $100 million.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.


EMPIRE TODAY: Moody's Rates 'B3' to Proposed $150MM Sr. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Empire Today,
LLC's proposed $150 million senior secured notes.  In addition,
Moody's assigned Empire B3 Corporate Family and Probability of
Default Ratings.  The outlook is stable.

Proceeds from the proposed $150 million notes will be primarily
used to repay all of the company's existing outstanding debt
including approximately $36 million in subordinated notes held by
Empire's owner, Mercury Capital.  In addition, the company will
issue a new $20 million asset based revolving credit facility that
will likely be undrawn at closing.

Moody's ratings are subject to receipt and review of final
documentation.

The B3 Corporate Family Rating reflects Empire's very small scale,
its high leverage, and weak interest coverage.  It also reflects
the discretionary nature of the company's products, as well as its
very high susceptibility to macroeconomic factors, evidenced by a
severe downturn in the company's revenues and earnings during the
recent recession.  Although operating performance has shown some
recent improvement, the housing market -- which drives demand for
its products -- remains very weak. Ratings also reflect risks
related to the very high turnover rate of Empire's independent
sales force.  Ratings are supported by the solid position it has
established in the highly-fragmented floor covering market, and in
the shop-at-home segment of that market in particular.  Empire
also has limited seasonality.

The stable outlook reflects Moody's expectation that the company's
operating performance will neither meaningfully improve nor
deteriorate over the next year.  This is due to Moody's
expectations that the housing market will remain soft and that
economic recovery will be sluggish.  The outlook also reflects
Moody's view that the company will maintain adequate liquidity and
will not make debt funded distributions to its financial sponsor.

Although unlikely in the near term, a ratings upgrade could be
triggered by sustained improvement in earnings while maintaining
adequate liquidity and more conservative financial policies.
Specifically, an upgrade would require debt/EBITDA to be sustained
below 5.0 times and EBITA/interest expense approaching 1.5 times.

The ratings could be downgraded should operating performance
weaken, should financial policies become more aggressive, or
should liquidity deteriorate.  Specifically, the ratings could be
downgraded should debt/EBITDA approach 6.0 times or should
EBITA/interest expense fall below 1.0 time.

New ratings assigned:

  * Corporate Family Rating at B3
  * Probability of Default Rating at B3
  * $150 million senior secured note rating at B3 (LGD 4, 55%)

This is an initial rating for Empire Today.

The principal methodologies used in this rating were Global Retail
Industry Rating Methodology published in December 2006, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Empire Today, LLC, headquartered in Northlake, Illinois, is a
specialty retailer of carpet, hard floor, and window treatments.
The company offers shop-at-home sales in forty of the largest
metropolitan markets in the U.S. Revenues are about $530 million.


FIRST FOLIAGE: BFN Growers-Led Auction for Assets on Feb. 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
First Foliage, L.C., entered, on January 14, 2011, its order
authorizing and approving bidding procedures to be employed in
connection with the proposed sale of substantially all of the
assets of the Debtor to BFN Growers, LLC, or its designee, or to
any competing bidder.  The Court also approved bidding protections
in favor of Buyer as set forth in the modified Asset Purchase
Agreement, including, but not limited to, the reimbursement of the
Buyer's reasonable, documented out-of-pocket expenses not to
exceed $300,000.

United Growers, LLC, was the buyer the Debtor proposed as the
stalking horse in its original bid procedures motion, but at the
bid hearing the Official Committee of Unsecured Creditors
presented to the Court the terms of the transaction it negotiated
with BFN, which were higher and better than that of United.
United was unwilling to match the terms of the transaction offered
by BFN and, instead, agreed to terminate its offer and allow the
Debtor to substitute BFN as the stalking horse.

BFN's purchase price for the Debtor's Assets will be equal to (i)
(A) $13.5 million minus (B) unpaid property taxes related to the
Owned Real Property that are attributable to pre-Closing periods,
minus (C) the Inventory Adjustment, if any, minus (D) the pre-
Closing portion of accrued and unpaid premiums for the Seller's
crop insurance for the policy year beginning June 1, 2010, and
ending May 31, 2011, to the extent such unpaid portion exceeds
$70,000, plus (ii) the Assumed Liabilities.

In the event of a competing bid, Buyer will be entitled to submit
successive overbids and, in calculating the amount of the Buyer's
overbids, Buyer will be entitled to a credit in an amount equal to
the Break Up Fee.  To the extent that one or more qualified bids
have been received, the auction will commence and take place on
February 7, 2011, at 10 a.m. at the offices of Infante, Zumpano,
Hudson & Miloch, LLC, 500 South Dixie Highway, Suite 302, Coral
Gables, Fla.

The Sale Hearing will be held on February 7, 2011, at 3:45 p.m. in
the United States Bankruptcy Court, 51 S.W. 1st Avenue, in Miami,
Fla., at which time the Court will (i) consider approval of the
Asset Sale to Buyer or the bidder providing the best and highest
offer for the Assets; (ii) consider the proposed assumption and
assignment of executory contracts and leases and related cure
claims as provided in the Agreement; (iii) consider any issues or
objections that are timely interposed by any parties; and
(iv) grant such other or further relief as the Court may deem just
or proper.

Objections, if any, to the Sale will be be filed with the Court
and served no later than 5:00 p.m. on February 4, 2011, on: (i)
Debtor's counsel, Infante, Zumpano, Hudson & Miloch, LLC; and
(ii) Buyer's counsel, Hunton & Williamsz;(iii) counsel for Bank of
America, Katten Muchin Rosenman LLP; and (iv) counsel for
Committee, Berger Singerman, P.A.

                    About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., filed for Chapter 11
bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla. Case No.
10-27532).  Luis Salazar, Esq., who has an office in Coral Gables,
Florida, assists the Company in its restructuring effort.  The
Company estimated $50 million to $100 million in assets and
$10 million to $50 million in liabilities in its Chapter 11
petition.


FLINT TELECOM: Amends Form 10-K for Fiscal 2010
-----------------------------------------------
Flint Telecom Group, Inc., filed with the Securities and Exchange
Commission an amendment to its annual report on Form 10-K for the
fiscal year ended June 30, 2010.

As with the original Form 10-K, the Company reported a net loss of
$28.9 million on $34.0 million of revenue for the fiscal year
ended June 30, 2010, compared with a net loss of $14.6 million on
$34.3 million of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2010, showed $1.6 million
in total assets, $13.0 million in total liabilities, $4.5 million
in commitments and contingencies, and a $15.9 million
stockholders' deficit.

L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.

A full-text copy of the Amended Annual Report is available for
free at:

              http://ResearchArchives.com/t/s?7239

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- delivers next-generation
IP communications Products and Services.  As part of the Company's
ongoing emphasis on streamlining its operations and reaching
sustainable profitability, during the year ended June 30, 2010,
the Company shut down and disposed of four operating companies:
CVC Int'l, Phone House Inc. of Florida, Dial-Tone Communications
and Starcom Alliance.


FLINT TELECOM: Amends Form 10-Q for Qtr. Ended Sept. 30
-------------------------------------------------------
Flint Telecom Group, Inc., filed with the Securities and Exchange
Commission an amended  quarterly report on Form 10-Q for the
quarterly period ended September 30, 2010.

As with the original Form 10-Q, the Company reported a net loss of
$2.0 million on $4.4 million of revenue for the quarter ended
September 30, 2010, compared with a net loss of $3.1 million on
$4.6 million of revenue for the same period a year ago.

The Company's balance sheet at September 30, 2010, showed
$2.2 million in total assets, $14.8 million in total liabilities,
all current, $4.6 million in redeemable equity securities, and a
$17.3 million stockholders' deficit.

As reported in the Troubled Company Reporter on October 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.

A full-text copy of the amended quarterly report on Form 10-Q is
available for free at:

             http://ResearchArchives.com/t/s?723a

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- delivers next-generation
IP communications Products and Services.  As part of the Company's
ongoing emphasis on streamlining its operations and reaching
sustainable profitability, during the year ended June 30, 2010,
the Company shut down and disposed of four operating companies:
CVC Int'l, Phone House Inc. of Florida, Dial-Tone Communications
and Starcom Alliance.


FLINT TELECOM: Seeks Withdrawal of Form S-1 Registration
--------------------------------------------------------
Pursuant to Rule 477 under the Securities Act of 1933 Flint
Telecom Group, Inc., requests the withdrawal of the Company's
Registration Statement on Form S-1 originally filed on December 3,
2010.  No sales of the Company's common stock have been or will be
made pursuant to the S-1 Registration Statement.

The Company requests that in accordance with Rule 457(p) under the
Securities Act, all fees paid to the Commission in connection with
the filing of the above-captioned registration statement be
credited for future use.

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- delivers next-generation
IP communications Products and Services.  As part of the Company's
ongoing emphasis on streamlining its operations and reaching
sustainable profitability, during the year ended June 30, 2010,
the Company shut down and disposed of four operating companies:
CVC Int'l, Phone House Inc. of Florida, Dial-Tone Communications
and Starcom Alliance.

The Company's balance sheet at September 30, 2010, showed
$2.2 million in total assets, $14.8 million in total liabilities,
all current, $4.6 million in redeemable equity securities, and a
$17.3 million stockholders' deficit.

As reported in the Troubled Company Reporter on October 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.


FRANKLIN CREDIT: Gets Breathing Spell From $39MM Huntington Loan
----------------------------------------------------------------
Franklin Credit Holding Corporation and certain of its direct and
indirect subsidiaries, including Franklin Credit Asset
Corporation, on January 7, 2011, entered into a seventh amendment
of the forbearance agreement and master credit agreement with The
Huntington National Bank relating to $39 million of the Company's
indebtedness to the Bank, which is the remaining legacy
indebtedness to the Bank not restructured on March 31, 2009.  The
agreement was effective December 31, 2010.

Franklin Credit Management Corporation, which is not a party to
the Seventh Amendment, is not obligated to the Bank with respect
to the Unrestructured Debt.

Under the Seventh Amendment, the forbearance period with respect
to the Unrestructured Debt has been extended from December 31,
2010, until -- but not including -- September 30, 2011.  During
the forbearance period, the Bank, absent the occurrence and
continuance of a forbearance default other than a default with
respect to a failure to make scheduled principal and interest
payments to the Bank relating to the Unrestructured Debt, will not
initiate collection proceedings or exercise its remedies in
respect of the Unrestructured Debt or elect to have interest
accrue at the stated rate applicable after default.

Upon expiration of the forbearance period, in the event that the
Unrestructured Debt with the Bank remains outstanding, the Bank,
with notice, could call an event of default under the legacy
credit agreement of Franklin Asset with the Bank.  The Bank's
recourse in respect of the Legacy Credit Agreement is limited to
the stock and assets of Franklin Holding's subsidiaries, excluding
the stock and assets of FCMC, except for a second-priority lien of
the Bank on $7.5 million in cash collateral also held as security
under the licensing credit agreement of FCMC and Franklin Holding
with the Bank.

The Bank is represented in the accord by:

          Timothy E. Grady, Esq.
          PORTER WRIGHT MORRIS & ARTHUR LLP
          41 South High Street
          Columbus, Ohio 43215
          Telephone: (614) 227-2100
          E-mail: tgrady@porterwright.com

A copy of Amendment No. 7 to First Amended and Restated
Forbearance Agreement and Amendment to Credit Agreements, dated
January 7, 2011 and effective as of December 31, 2010, by and
among the Company, Franklin Credit Asset Corporation, Flow 2006 F
Corp., FCMC 2006 M Corp., FCMC 2006 K Corp. and The Huntington
National Bank, is available at http://is.gd/keaZsr

                   About Franklin Credit Holding

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

The Company's balance sheet as of September 30, 2010, showed
$530.1 million in total assets, $1.370 billion in total
liabilities, and a stockholders' deficit of $839.7 million.

Marcum LLP, in New York, 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.


GAS CITY: To Auction Substantially All Assets on March 2
--------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Gas City, Ltd., et al.,
to auction substantially all assets owned or leased by Gas City,
Ltd., and all related fixtures owned or leased by William J.
McEnery Revocable Trust dated 4/22/1993.

The Debtors scheduled a March 2, 2011, auction for their assets at
the Offices of Perkins Coie LLP, 131 S. Dearborn St., Suite 1700,
Chicago, Illinois.  Qualified bids are due February 22, at
12:00 noon (prevailing Central Time).

As reported in the Troubled Company Reporter on October 28, 2010,
Gas City said it would sell the business to one or more buyers.

Gas City owes $29.6 million to secured lender Bank of America NA.
A debtor-affiliate, William J. McEnery Revocable Trust, owes
another $225 million on mortgages.  Gas City guaranteed
$145 million of the mortgage debt.  Bank of America accelerated
the secured debt before the Chapter 11 filing, and the mortgages
were in default.

Gas City says it owes $10 million for fuel plus $2.5 million to
suppliers of the convenience stores.  In addition, $2.5 million is
owing to creditors who delivered goods within 20 days of
bankruptcy and are therefore entitled to full payment.

Given the Debtors' need to reduce their debt load and interest
expense, the Debtors determined that the value of their estates
would best be maximized and preserved through an orderly, going
concern sale process for the gas stations, truck stops, and
convenience stores owned by the Debtors and operated by Gas City.

The Court will consider the sale of the assets to the winning
bidder at a hearing on March 10, at 2:00 p.m.  Objections, if any,
are due March 7.

                          About Gas City

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

Paul V. Possinger, Esq., at Proskauer Rose LLP, and Daniel A.
Zazove, Esq., at Perkins Coie LLP, represent the Debtors.
A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief
restructuring officer.  Kurtzman Carson Consultants is the
Debtors' claims agent.


GENERAL MOTORS: Appaloosa Wants Temp. Allowance of $1.07BB Claim
----------------------------------------------------------------
Appaloosa Management L.P.; Aurelius Capital Management, LP;
Elliott Management Corporation and Fortress Investment Group LLC
ask the Court to temporarily allow their claims totaling
$1,072,557,531 for the purpose of voting on the Debtors' First
Joint Chapter 11 Plan of Reorganization.

Appaloosa, et al., filed this request on behalf of their managed
entities, which hold notes issued by General Motors Nova Scotia
Finance Company and guaranteed by Motors Liquidation Company.

John H. Bae, Esq., at Greenberg Traurig, LLP, in New York, avers
that the Nova Scotia Guaranty Claims are valid and enforceable
claims and are entitled to temporarily allowance for purposes of
voting on the Plan.  He points out that the filing of proofs of
claim based upon the Nova Scotia Guaranty Claims is prima facie
evidence of their validity.  He further asserts that under the
Lock-Up Agreement, which was assumed and assigned to General
Motors Company pursuant to the 363 Sale Order, MLC acknowledged
the validity of the Nova Scotia Guaranty Claims.  He contends
that the Official Committee of Unsecured Creditors' objection to
the Nova Scotia Guaranty Claims does not address the validity of
the Nova Scotia Guaranty Claims, but raises equitable arguments
that distributions should be reduced on those claims.

Mr. Bae also relates that the holders of Nova Scotia Guaranty
Claims receive ballots in accordance with the Solicitation
Procedures Order.  However, given the Creditors' Committee's
objection, the terms of the Solicitation Order are not completely
clear that the votes of holders of the Nova Scotia Guaranty
Claims will be counted for purposes of voting on the Plan, he
notes.  To address this ambiguity, counsel for the Noteholders
contacted the Debtors' counsel who confirmed, via a December 22,
2010 e-mail, that the Nova Scotia Guaranty Claims are allowed for
purposes of voting on the Plan.  On December 29, 2010, the
Debtors' counsel, despite the distribution of the ballots and the
previous confirmation of the Noteholders' right to vote, took the
position that the Nova Scotia Guaranty Claims are not entitled to
vote to accept or reject the Plan, Mr. Bae relates.

In light of the Debtor's counsel's conflicting positions, the
Noteholders were left with no choice but to file this request to
preserve their rights to vote on the Plan, Mr. Bae tells the
Court.

The Noteholders filed with the Court an amended request for the
temporary allowance of the claim, which is substantially similar
to their original request.  The amended request contains a hearing
date of the Motion to Temporarily Allow and a table of contents of
the request.

The Court will consider the Noteholders' Motion to Temporarily
Allow Claim on February 3, 2010.  Objections are due January 27.

                       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: CEO Akerson Takes Over as New GM Chair
------------------------------------------------------
General Motors Company told the U.S. Securities and Exchange
Commission on January 6, 2010, that Daniel F. Akerson, chief
executive officer of the company, succeeded Edward E. Whitacre,
Jr., as chairman of the company's board of directors.

GM disclosed that Mr. Whitacre stepped down from the Board on
December 31, 2010.  Mr. Whitacre's plans to leave the Board at the
end of 2010 were previously disclosed by GM in its Form 10-Q for
the period ended June 30, 2010.

In conjunction, GM Vice President, Controller and Chief Accounting
Officer Nick S. Cyprus related that effective January 1, 2011, the
compensation arrangements for the non-employee members of the
Board were modified to provide that at least 50% of each non-
employee director's $200,000 annual retainer must be deferred into
share units of the company's common stock, $0.01 par value.  All
or half of the remaining portion of the annual retainer may be
deferred into share units at the director's option.  These
deferred amounts will be paid only after the director retires or
otherwise leaves the Board.

Beginning in the January, after the director's departure from the
Board, the deferred amounts will be paid based on average daily
closing market prices for the common stock for the quarter
preceding the payment, Mr. Cyprus noted.  Payment will be made
either in a lump sum or in annual installments for up to five
years, at the director's option, he added.

The Board has also adopted a policy, effective January 1, 2011,
requiring each non-employee director to own common stock or share
units with a market value of at least $300,000, Mr. Cyprus
disclosed.  Each director has up to five years from the later of
the effective date or the date he or she is first elected to the
Board to meet this ownership requirement.  Under this policy, non-
employee directors are prohibited from selling any securities
issued by the Company while they are members of the Board, he
explained.  That policy is set forth in the GM's Corporate
Governance Guidelines, and the Board intends to review it annually
to ensure that it is effective in aligning the interests of the
Board and the company's stockholders, he told the SEC.

                       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: Green Hunt Wants Temp. Allowance of $1.6 Bil Claim
------------------------------------------------------------------
Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, Green Hunt Wedlake, Inc., in its capacity as trustee
for General Motors Nova Scotia Finance Company asks the Court to
temporarily allow Claim No. 66319 totaling $1,607,647,592 solely
for purposes of voting on the Debtors' Amended Joint Chapter 11
Plan of Reorganization.

Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, reminds the Court that the Official Committee of
Unsecured Creditors filed an objection to the Claim on several
grounds, including that the Claim is duplicative of a proof of
claim filed by certain holders of notes issued by GM Nova Scotia.
The parties are negotiating a discovery schedule in contemplation
of an evidentiary hearing on the allowance of the Claim and the
Nova Scotia Noteholders' proofs of claim, he relates.

While the Nova Scotia Trustee believes that the Claim Objection is
not well-founded and that the Court will ultimately allow the
Claim for no less than $1,607,647,592, litigation regarding the
allowance of the Claim will not be completed before the deadline
to vote on the Plan, Mr. Dublin notes.  To ensure that it is not
disfranchised from the Plan solicitation process pending the
claims dispute, the Nova Scotia Trustee files this request.

More importantly, Mr. Dublin assures the Court that temporary
allowance of the Claim will not allow the Nova Scotia Trustee to
overshadow the other votes in its class.  He points out that given
the current claims estimates under the Plan, the Claim represents
at most 4.44% of the estimated aggregate amount of Allowed Class 3
Claims.  Balancing the risk of disenfranchisement of the Nova
Scotia Trustee against the risk to the other creditors, the
equities militate heavily in favor of allowing the Nova Scotia
Trustee to vote the full amount of its claim, he maintains.

The Court will consider the Nova Scotia Trustee's Motion to
Temporarily Allow Claim on February 3, 2010.  Objections are due
January 27.

                       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: Law Debenture Claim Allowed for $183 Mil.
---------------------------------------------------------
Motors Liquidation Co. and Law Debenture Trust Company of New
York, as successor indenture, seek the Court's approval of a
stipulation for the allowance of certain claims totaling
$183,990,399.

The Debtors agree that with respect to amounts of principal plus
interest due under certain indentures, the Indenture Trustee will
receive, on behalf of itself and the holders of the bonds issued
under each of the Indentures, an allowed general unsecured,
nonpriority claim against Motors Liquidation Company, to be
satisfied in accordance with the any Chapter 11 plan to be
confirmed in these Chapter 11 Cases.  The Debt Claims to be
allowed are:

  Claim No.         Applicable Indenture           Claim Amt.
  ---------         --------------------           ----------
   60006         1999 Morraine Indenture          $10,282,500
   60007         1994 Morraine Indenture          $12,851,562
   60008         1984 Indianapolis Indenture       $1,413,125
   60009         1995 Michigan Indenture          $59,711,400
   60010         2002 Ohio Solid Waste Indenture  $47,449,000
   60011         2002 Ohio Pollution Indenture    $20,321,812
   60012         2002 Fort Wayne Indenture        $31,961,000

The Indenture Trustee will issue a notice to The Depository Trust
Company notifying the Bondholders:

  (a) of the entry of this stipulation allowing the Debt Claims;
      and

  (b) that any subsequent claims objections filed by the Debtors
      seeking to disallow claims filed by the Bondholders solely
      on the grounds that the Bondholder Claims are duplicative
      of the Debt Claims allowed under the Parties' Stipulation
      will not impair those Bondholders' entitlement to share in
      plan distributions on account of the Debt Claims in
      accordance with the applicable Indenture.

The Indenture Trustee agrees that it will not object to the
Debtors' filing of the Claims Objections solely on the grounds
that the Bondholder Claims to which the Claims Objections have
been filed are duplicative of the Debt Claims allowed pursuant to
the Parties' Stipulation.

The Debtors agree to pay the Indenture Trustee its fees and
expenses as set forth in their Amended Joint Chapter 11 Plan of
Reorganization.  With respect to the Fees and Expenses incurred
by the Indenture Trustee under the Indentures before the Petition
Date, the Indenture Trustee will receive an allowed claim for
$851.  To the extent the Fees and Expenses are not paid in full,
in cash, in accordance with the Plan:

  (a) the amount of those Fees and Expenses that remain unpaid
      will constitute an allowed general unsecured nonpriority
      claim against MLC held by the Indenture Trustee, to be
      satisfied in accordance with the Plan; and

  (b) pursuant to the applicable Indentures, the Indenture
      Trustee will retain a charging lien with respect to the
      Fees and Expenses on all assets or money held or collected
      by the Indenture Trustee on account of the Debt Claims or
      as otherwise charged pursuant to the applicable Indenture.

Nothing in the Parties' Stipulation will preclude the Indenture
Trustee from seeking: (a) approval from the Court to treat any
Fees and Expenses which have not been paid in full, in cash, as
administrative expenses under Section 503(b) of the Bankruptcy
Code; and (b) in the event the Debtors' estates are determined at
the time of confirmation of the Plan, the payment of interest
accrued on the bonds issued pursuant to the Indentures after the
Petition Date.

                       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: New GM Didn't Assume Liabilities on Tort Action
---------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York granted the motion filed by General
Motors LLC ("New GM"), seeking a determination that New GM did not
assume the liabilities associated with a tort action in which a
car accident took place before the date upon which New GM acquired
the business of General Motors Corp. ("Old GM"), but the accident
victim, Beverly Deutsch, died thereafter.

Judge Gerber said the issue turns on the construction of documents
under which New GM agreed to assume liabilities from Old GM --
which provided that New GM would assume the liabilities relating
to "accidents or incidents" "first occurring on or after the
Closing Date" -- and in that connection, whether a liability of
this character is or is not one of the types of liabilities that
New GM agreed to assume.  Upon review of those documents, Judge
Gerber determined that the liability in question was not assumed
by New GM.

Judge Gerber also opined that Ms. Deutsch's death in 2009 was the
consequence of an event that took place in 2007, which
undisputedly, was an accident and which also was an incident,
which is a broader word, but fundamentally of a similar type.
"The resulting death in 2009 was not, however, an incident[]
first occurring on or after the Closing Date, as that term was
used in the Amended Restated Master Sale and Purchase Agreement,
Judge Gerber held.

"Incidents," while covering more than just "accidents," are
similar; they relate to fires, explosions, or other definite
events that cause injuries and result in the right to sue, as
contrasted to describing the consequences of those earlier
events, or that relate to the resulting damages, Judge Gerber
explained.  Judge Gerber further noted, consistent with his
decision on the 363 Sale to New GM, that New GM was undertaking
to assume the liabilities for "accidents or other discrete
incidents" that had not yet taken place.

For the reasons stated, Judge Gerber ruled that the Deutsch
Estate may not pursue this claim for liabilities against New GM.
However, if a proof of claim was not filed against Old GM with
respect to the accident in question, the Court will permit one to
be filed within 30 days of the entry of an order implementing
this decision, without prejudice to rights to appeal this
determination.  New GM is thus directed to settle an order
consistent with this opinion.

                       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: TPC Lenders Want Valuation Proceedings Initiated
----------------------------------------------------------------
Wells Fargo Bank Northwest, N.A., as agent, on behalf of certain
lenders known as "TPC Lenders" previously filed an objection to
the 363 Sale Motion to preserve the lenders' rights and interests
to two facilities of General Motors Corporation -- a transmission
manufacturing plant in White Marsh, Maryland and a distribution
center in Memphis, Tennessee -- the TPC Property.

The TPC Lenders are Norddeutsche Landesbank Girozentrale (New York
Branch), as administrator; and Hannover Funding Company, and
Deutsche Bank, AG, New York Branch, HSBC Bank USA, ABN AMRO Bank
N.V., Royal Bank of Canada, Bank of America, N.A., Citicorp USA,
Inc., Merrill Lynch Bank USA, Morgan Stanley Bank, as purchasers.

Steven M. Bierman, Esq., at Sidley & Austin LLP, in New York --
sbierman@sidley.com -- relates that pursuant to the parties'
negotiations, the Sale Order included these terms, including:

  (a) the TPC Lenders have an allowed secured claim equal to the
      fair market value of the TPC Property on the Petition Date
      under Section 506 of the Bankruptcy Code, as determined at
      a valuation hearing before the Court or by mutual
      agreement of the Debtors, General Motors LLC ("New GM")
      and the TPC Lenders;

  (b) as adequate protection for the Secured Claim,
      $90.7 million in cash has been placed into an interest-
      bearing escrow account; and

  (c) if the value of the Secured Claim is less than
      $90.7 million, the TPC Lenders will have, in addition to the
      Secured Claim, an allowed unsecured claim against Motors
      Liquidation Company's estate equal to the lesser of (i)
      $45 million and (ii) the difference between $90.7 million
      and the value of the Secured Claim.

Mr. Bierman says that since entry of the Sale Order, the TPC
Lenders have commissioned appraisals of the Facilities and have
engaged in discussions with New GM in an effort reach agreement
upon the value of the Facilities.  However, those discussions
have not been successful in reaching an agreed-upon value for the
Facilities, he points out.

By this motion, the Agent, on behalf of the TPC Lenders, asks the
Court to:

  (i) initiate valuation proceedings for the Facilities as
      contemplated by the 363 Sale Order; and

(ii) establish an appropriate schedule with respect to these
      valuation proceedings.

Specifically, the Agent proposes that all discovery relating to
the valuation of the TPC Property be concluded by March 18, 2011,
with pre-hearing memoranda to be submitted to the Court by the
parties on or before April 1, 2011.  An evidentiary hearing
respecting the valuation of the TPC Property would then be
scheduled for April 2011 at the Court's convenience.  The Agent
is also willing to serve discovery requests on New GM immediately
pursuant to Rule 9014 of the Federal Rules of Bankruptcy
Procedure.

Mr. Bierman argues that the 363 Sale Order clearly provides that
the value of the Facilities may be determined "at a valuation
hearing conducted by the Court," and that those proceedings may
be initiated by the TPC Lenders.  The Sale Order further
expressly permits the TPC Lenders to file a motion with the Court
to determine the TPC Value on 20 days notice, he insists.  He
further asserts that scheduling the valuation proceedings as
proposed by the Agent is beneficial because it will resolve a
significant outstanding secured claim against Old GM's estate and
an issue remaining from the sale of Old GM's assets.  The
requested schedule is also reasonable given that discussions
between New GM and the Agent have already resulted in the
informal exchange of some documentation relating to the proposed
valuation, he adds.

The Court will consider the TPC Lenders' request on Feb. 9, 2011.
Objections are due February 2.

                       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)


GREAT ATLANTIC & PACIFIC: Has OK to Keep Customer Programs
----------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained final court approval to maintain and administer
their customer programs.

The Debtors have maintained the programs in the ordinary course of
business to maximize customer loyalty.  The programs aim to reward
customer loyalty and provide incentives to buy selected products
from the Debtors' stores.

These programs include:

  (1) Return and Exchange Policies

      Consistent with industry practice, the Debtors have
      traditionally maintained return, refund, exchange, price-
      guarantee, and rain-check policies with respect to both
      cash and credit purchases to accommodate their customers'
      needs.  These policies assure the Debtors' customers they
      will be "made whole" if merchandise is inadequate, damaged
      or defective, incorrectly processed or unavailable.

  (2) State Lotteries

      Many of the Debtors' stores sell lottery tickets and
      similar games of chance sponsored by the states of
      Connecticut, New York, Pennsylvania, Maryland,
      Massachusetts and New Jersey.  The Debtors "cash out"
      winning lottery tickets in amounts no greater than $600 in
      most of those states, and no greater than $1,000 in
      Pennsylvania.  The Debtors may then present the honored
      lottery ticket to the state regulatory agency for
      reimbursement.

  (3) Sales Promotions

      The Debtors conduct sales promotions at selected stores or
      banners.  These promotions include "buy one get one free"
      programs, a rebate if a customer purchases a certain
      amount of merchandise, and sweepstakes programs.

  (4) Coupon Program

      The Debtors maintain a coupon redemption program pursuant
      to which they honor certain third-party coupons
      distributed to their customers; and the Debtors' own
      coupons that are included in advertising circulars or
      distributed in their stores.  When a customer redeems a
      valid third-party coupon in one of the Debtors' stores,
      the Debtors deduct the amount of the coupon, or such other
      deduction as may be advertised, from the item's purchase
      price.  Third-party coupons are then processed and
      remitted to a third-party intermediary, who in turn
      collects the amounts from the various vendors and wires
      the Debtors the value of the coupons collected.

  (5) Prescription Drug Program

      The Debtors also honor certain third-party-paid
      prescription drug programs, pursuant to which eligible
      customers can purchase certain drugs at the pharmacies
      located in the Debtors' stores at a reduced price.  The
      Debtors bill the balance of the cost of the prescription
      drug and the co-pay amount to various insurance companies.

  (6) Gift Card Program

      The Debtors maintain a program by which their customers
      can purchase gift certificates or cards from their various
      banners that can be redeemed for merchandise at a later
      date.  As of November 29, 2010, about $10,500,000 in
      issued gift cards were outstanding.

  (7) Reward Card Program

      The Debtors offer their customers an opportunity to enroll
      in a customer reward card program which entitles them to
      receive certain benefits based on the amount they spend at
      the Debtors' stores.  Each of the Debtors' banners
      provides its own reward card program, although all reward
      cards are honored across the Debtors' stores.

      Customers enrolled in the reward card program may present
      their cards at checkout and receive instant discounts on
      hundreds of items, specially marked throughout the store.
      As of December 12, 2010, about 10 million unique reward
      cards were issued pursuant to the program.  The Debtors do
      not typically accrue a liability on account of these
      programs, rather, deducting any customer savings provided
      through these programs from revenue otherwise generated at
      the point of sale.

  (8) Money Transfer and Money Order Program

      Many of the Debtors' stores are pick-up locations for wire
      transfers sent from third parties electronically through
      Western Union North America to an identified transferee.
      Similarly, the Debtors sell and honor money orders issued
      by certain third parties, including Western Union.

  (9) Charitable Donations

      From time to time, the Debtors will make donations to
      certain charitable organizations or otherwise support
      community organizations and other groups.  The Debtors are
      currently administering a donation drive in partnership
      with the Island Harvest hunger relief organization.  They
      also operate two charitable foundations: The Waldbaums
      Foundation and the Pathmark We Care Foundation.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Has OK to Pay Lien Claims
---------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its
affiliated debtors obtained a final court order authorizing
them to earmark up to $240,000 to pay warehousing services
and up to $3.4 million to pay so-called "miscellaneous lien
claimants."

The final order allows the Debtors to condition payment of
miscellaneous lien claims on the agreement with the claimants to
continue supplying goods and services to the Debtors on the same
trade terms given to them prior to the bankruptcy filing or upon
new trade terms.

To the extent a miscellaneous lien claimant fails to comply with
the agreement, the Debtors may, with notice to the Official
Committee of Unsecured Creditors and the postpetition secured
lenders' administrative agent, cause any payment made to the
claimant to be deemed to have been in payment of then outstanding
postpetition obligations owed to that claimant, according to the
final order.

Any one who asserts a claim under the Perishable Agricultural
Commodities Act of 1930 and who seeks the protection of a PACA
trust must deliver a valid and timely PACA notice to the Debtors,
the Official Committee of Unsecured Creditors and counsel for the
postpetition secured lenders' administrative agent.

If the Debtors determine that a claim asserted in the PACA notice
is valid, they have to pay that claim as an administrative
expense of their estates as soon as practicable after receipt of
the notice, provided they notify the Creditors Committee and the
administrative agent's counsel of any payment in an amount
greater than $1.5 million, according to the final order.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Wins OK to Pay Claims of Key Vendors
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained a final court order authorizing them to
earmark as much as $62 million to pay the pre-bankruptcy claims
of so-called critical vendors, and another $5 million to pay
claims that are entitled to priority.

The final order authorized the Debtors to condition payment of
claims upon the execution of a trade agreement except as
otherwise provided by the court-approved procedures governing the
payment of those claims.

In connection with their negotiation of Trade Agreements, the
Debtors were also authorized to provide the claimants with
waivers of, or releases from, liability with respect to any
potential causes of action that their estates may have arising
under Section 547 of the Bankruptcy Code, subject to providing
the Court, the Official Committee of Unsecured Creditors,
postpetition secured lenders' administrative agent and the U.S.
Trustee, seven days' prior notice of their intent to grant the
waiver.

If the Creditors Committee or other party objects to the
provision of a waiver within seven days of receiving notice, the
Debtors will not be permitted to grant that waiver without court
approval, according to the final order.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Wins OK to Honor Trust Fund Obligations
-----------------------------------------------------------------
The Bankruptcy Court issued a final order authorizing The Great
Atlantic & Pacific Tea Company Inc. and its affiliated debtors to
pay all prepetition lottery proceeds to state lottery agencies;
gift proceeds to Blackhawk Marketing Services Inc.; wire transfer
funds and money order funds to Western Union North America; and
the proceeds from the sale of consigned goods.

A. Proceeds from Sale of Lottery Tickets

Many of the Debtors' stores sell lottery tickets and similar
games of chance sponsored by various states.  The Debtors
estimate that as of the Petition Date, they owe the various state
lottery agencies $643,949, and seek authority to release to the
Lottery Agencies any prepetition Lottery proceeds identified
after reconciling their accounts.

B. Gift Card Proceeds

The Debtors sell gift cards pursuant to that certain Safeway
Marketing Services Gift Card Alliance Partners Program Agreement
dated December 31, 2003, by and between the Debtors and Blackhawk
Network, Inc., pursuant to which Blackhawk serves as an
intermediary between the Debtors and the retailers.  The Debtors
estimate that as of the Petition Date, they do not owe Blackhawk
any Gift Card Proceeds, but seek authority to release to
Blackhawk any prepetition Gift Card Proceeds identified after
reconciling their accounts.

C. Money Transfers and Money Orders

The Debtors are parties to that certain Western Union North
America Agency Agreement (the WUNA Agreement) dated September 30,
2008, between the Debtors and WUNA, a unit consisting of Western
Union Financial Services, Inc., and Integrated Payments Systems,
Inc.  Pursuant to the WUNA Agreement, many of the Debtors' stores
allow customers (i) to wire money electronically throughout the
United States and Mexico, and (ii) to purchase money orders from
the stores for cash in face amounts up to $1,000.  The Debtors
estimate that as of the Petition Date they do not owe WUNA any
Wire Transfer Funds and Money Order Funds, but seek authority to
release to WUNA any prepetition Wire Transfer Funds and Money
Order Funds identified after reconciling their accounts.

D. Consignment Arrangements

Certain of the Debtors are parties to various Consignment
Arrangements.  Under the Consignment Arrangements, certain of the
Debtors' vendors provide the Debtors with products that are to be
sold to the Debtors' customers in the ordinary course of
business, and the Debtors do not pay the Consignment Vendors for
the goods until the products are actually sold.  The Debtors
generally remit the proceeds from the sale of a consigned good to
the Consignment Vendors on a weekly basis.

E. Deposit Arrangements

Certain of the Debtors are parties to Deposit Arrangements
including Coin Deposit Programs with Coinstar, Inc., and Bottle
Deposit Programs with TOMRA East, Inc.  Under the Deposit
Arrangements, certain of the Debtors' vendors install in the
Debtors' stores reverse vending machines where the Debtors'
customers may deposit coins and bottles for payment from the
Debtors in the ordinary course of business.  The machine
operators then reimburse the Debtors for the Coin/Bottle Deposit
Proceeds, and also pay the Debtors a commission.  The Debtors
generally receive their reimbursements and commissions from on a
monthly basis.

To uphold their reputation for reliability and to preserve the
loyalty, goodwill and support of their customers, the Debtors
must maintain their Lottery Programs, Gift Card Sales, Money
Transfers and Money Orders, Consignment Arrangements, and Deposit
Arrangements in the ordinary course of business and honor their
obligations under these consignment and deposit arrangements,
explains Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New
York.

Not only do the Debtors earn money directly from the Lottery
Programs, Gift Cards, WUNA, the Consignment Vendors, and the
Deposit Arrangements, but the Debtors also are compensated
indirectly because these programs and products attract customers
to the Debtors' stores and may incrementally increase revenue at
the point of sale, Mr. Basta says.

"I believe such activities will encourage the Debtors' Customers
to continue to purchase the Debtors' products and, ultimately,
lead to increased revenue," asserts Frederic F. Brace, the
Debtors' chief administrative officer and chief restructuring
officer.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Wins Nod to Set Protocol to Protect NOLs
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained a final court order establishing notification and
hearing procedures for:

(i) the transfers of equity securities that must be complied
     with before transfers of the stock are deemed effective;
     and

(ii) asserting a claim of worthless stock deduction with
     respect to the equity securities that must be complied
     with before the claims of worthless stock deductions are
     deemed effective.

Any purchase, sale and transfer of, or declaration of worthless
stock deduction, with respect to common stock or 8% Cumulative
Convertible Preferred Stock in The Great Atlantic & Pacific Tea
Company Inc. or of any beneficial interest therein, including
options to acquire those equity securities in violation of the
procedures, will be null and void ab initio, according to the
final order.

           Emil, et al. Disclose Beneficial Ownership

In compliance with the Court's interim and final orders, Richard
Levin, Esq., at Cravath Swaine & Moore LLP, in New York, filed
declarations disclosing the names of "substantial shareholders"
with respect to the common stock or 8% Cumulative Convertible
Preferred Stock in The Great Atlantic & Pacific Tea Company Inc.,
or of any beneficial interest therein to acquire those equity
securities.

The investors and the number of shares of common stock or
preferred stock they beneficially own as of December 31, 2010,
are:

                                   Shares of       Shares of
Investors                         Common Stock   Preferred Stock
---------                         ------------   ---------------
Emil Capital Partners LLC            1,290,393               N/A
Christian Haub                      24,480,559            60,000
Erivan Karl Haub                    24,480,559            60,000
Georg Rudolf Otto Haub              24,480,559            60,000
Helga Haub                          24,480,559            60,000
Karl-Erivan Warder Haub             24,480,559            60,000
Liliane Annelise Haub               24,480,559            60,000
Tengelmann Warenhandelsgesellschaft 23,785,764            60,000

                            About A&P

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

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

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

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

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

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


GREAT LAKES: Moody's Puts 'B3' Rating on Proposed $250MM Sr. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Great Lakes
Dredge & Dock Corporation's proposed $250 million senior unsecured
notes.  All ratings, including the B2 corporate family rating,
have been affirmed.  The outlook is stable.

Proceeds from the new issue of senior unsecured notes are
expected to be used to repay GLDD's existing $175 million senior
subordinated notes due 2013 and for general corporate purposes,
including any future potential acquisitions.  Moody's views the
refinancing as beneficial as it lengthens GLDD's debt maturity
profile and provides incremental liquidity.

Ratings assigned:

  * Proposed $250 million senior unsecured notes, B3 (LGD-4, 67%)

Ratings affirmed with updated Loss Given Default assessments:

  * Corporate family rating at B2
  * Probability of default rating at B2
  * Existing $175 million 7.75% Gtd Sr Sub Notes due 12/2013 at B3
    (LGD-5, 71% (from LGD-5,72%))

Upon conclusion of the proposed transaction, ratings for GLDD's
existing senior subordinated notes will be withdrawn.

These ratings have been assigned subject to Moody's review of
final documentation following completion of the proposed
transaction.  For additional information, please refer to the
Credit Opinion to be posted on moodys.com.

GLDD's B2 CFR reflects the historically volatile domestic dredging
bid market and dependence on government funding priorities.  These
factors are counterbalanced against GLDD's good market position,
moderate financial leverage and high barriers to entry afforded by
the Jones Act and sizable capital requirements to enter the
dredging business.  In addition, GLDD benefits from a portion of
revenues supported by ongoing maintenance work, a healthy backlog,
a good liquidity profile and positive cash flow generation.  U.S.
fiscal stimulus spending has driven maintenance dredging demand,
while greater domestic demand for beach nourishment and capital
dredging unrelated to fiscal stimulus, have also contributed to
the company's improved operating results.

The stable outlook incorporates Moody's expectations that leverage
should remain low for the B2 rating level as domestic dredging
demand levels remain favorable, and a good liquidity profile.
However, the outlook or ratings could be pressured if bid market
levels decline meaningfully, the company does a sizable debt-
financed acquisition, liquidity weakens and financial leverage is
sustained at or above 4.5 times and EBITA/interest falls below 1.7
times.  Alternatively, the ratings could be raised if the company
continues to have a healthy backlog, debt to EBITDA is sustained
at the low 3.0 times range, and an expectation of free cash flow
to debt of 5% or more on an ongoing basis.

The last rating action on GLDD was the upgrade of the corporate
family rating to B2 from B3 on November 13, 2009.

The principal methodologies used in this rating were Global
Construction Methodology published in November 2010, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois, is a provider of dredging
services in the United States.  Revenues for the last twelve month
revenues ended September 30, 2010, were $675 million.


GREAT LAKES: S&P Assigns 'B' Rating to $250-Mil. Unsec. Notes
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings, including
the 'B' corporate credit rating, on Oak Brook, Ill.-based Great
Lakes Dredge & Dock Corp. (Great Lakes) and revised the outlook to
positive from stable.  At the same time, S&P assigned a 'B' issue-
level rating to the Company's proposed $250 million senior
unsecured notes due 2019 with a recovery rating of '4', indicating
its expectation of an average recovery (30%-50%) under a payment
default scenario.

"The ratings and positive outlook on Great Lakes reflect its
improved operating performance and credit measures that remain
better than our expectations for the current rating level," said
Standard & Poor's credit analyst Robyn Shapiro.  "If the Company's
new executive management team executes their growth strategies --
which may include future acquisitions -- while maintaining
financial policies commensurate with a higher rating, S&P could
raise the ratings by a notch.  The ratings also reflect its
assessment of the Company's highly leveraged financial risk
profile and weak business risk profile, characterized by some
cyclical dependence and high customer concentration with the
federal government."

The outlook is positive.  Great Lakes' improved operating
performance benefited from domestic dredging demand. S&P could
raise the ratings if domestic dredging demand continues to remain
healthy and if the Company's credit measures, cash flow and
liquidity, as well as financial policies, continue to support this
trend.  S&P could revise the outlook back to stable, however, if
either the government's funding for dredging projects declines
significantly or if the Company's financial policy becomes more
aggressive, causing FFO to total debt to fall to about 10%," Ms.
Shapiro added.


GREYSTONE LOGISTICS: Notifies Late Filing of Quarterly Report
-------------------------------------------------------------
On January 13, 2011, Greystone Logistics, Inc., informed the
Securities and Exchange Commission that it will be late in filing
its quarterly report on Form 10-Q for the period ended
November 30, 2010.

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company's balance sheet at August 31, 2010, showed
$10.4 million in total assets, $18.5 million in total liabilities,
and a stockholders' deficit of $8.1 million.

As reported in the Troubled Company Reporter on September 17,
2010, HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.


GUARANTY FINANCIAL: Has Feb. 16 Disclosure Statement Hearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Guaranty Financial Group Inc. last week arranged a
bankruptcy court hearing for Feb. 16 to consider the disclosure
statement explaining Guaranty's proposed liquidating Chapter 11
plan.

According to the report, the Disclosure Statement provides that
unsecured creditors with $382 million in claims stand to recover
between 1% and 3%, depending on whatever is collected by a
liquidating trust.  The unsecured creditors may get more if
lawsuits are successful.  Among the unsecured claims, $318 million
stem from trust preferred securities.

GFG said that the primary assets at the outset were $21.6 million
in cash and claims for tax refunds.

The Plan is based on a settlement with the FDIC and the indenture
trustee for the noteholders.  The Plan calls for the FDIC to
receive some of the remaining cash and all of the tax refunds,
which are estimated at $3.49 million.

                    About Guaranty Financial

Dallas, Texas-based Guaranty Financial Group Inc. --
http://www.guarantygroup.com/-- was a unitary savings and loan
holding company. The Company's primary operating entities were
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty
Financial filed for bankruptcy after the Guaranty bank was seized
by regulators and sent to receivership under the Federal Deposit
Insurance Corporation.  Before the bank was taken over, the
balance sheet of the holding company had $15.4 billion in assets
as of September 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
(Bankr. N.D. Tex. Case No. 09-35582) on August 27, 2009.
Attorneys at Haynes & Boone, LLP, represent the Debtors.
According to the schedules attached to its petition, the Company
disclosed $24.3 million in total assets and $323.4 million  in
total debts, including $305.0 million in trust preferred
securities.


GUIDED THERAPEUTICS: Sees LightTouch Sales Roll-Out in Q4
---------------------------------------------------------
Guided Therapeutics, Inc., discussed details and prospects of its
Light Touch technology, a new rapid scan technology for detecting
cancer at the Sidoti Micro Cap conference held Jan. 10, 2011.
According to the slide presentation, upcoming milestones include
international distribution agreements for the first half of 2011,
pending FDA approval on the second quarter of 2011 and the roll
out of LightTouch Sales and Marketing in the fourth quarter of
2011.

A copy of the Slide Presentation is available for free at
http://ResearchArchives.com/t/s?7235

                     About Guided Therapeutics

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

The Company's balance sheet at September 30, 2010, showed
$3.4 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $595,000.

As reported by the Troubled Company Reporter on March 29, 2010,
UHY LLP, in Atlanta, Georgia, expressed substantial doubt about
Guided Therapeutics' ability to continue as a going concern,
following the Company's 2009 results UHY noted of the Company's
recurring losses from operations, accumulated deficit and working
capital deficit.

"If sufficient capital cannot be raised at some point by the third
quarter of 2011, we might be required to enter into unfavorable
agreements or, if that is not possible, be unable to continue
operations, and to the extent practicable, liquidate and/or file
for bankruptcy protection," the Company said in its Form 10-Q for
the quarter ended Sept. 30, 2010.


HARRISBURG, PA: $56MM Annual Budget Passes Minus Mayor's Signature
------------------------------------------------------------------
Dow Jones Newswires' Romy Varghese reports that Harrisburg Mayor
Linda Thompson on Tuesday allowed the city's $56 million annual
budget to pass without her signature.

"I firmly believe that the 2011 Budget ordinance, as amended by
Harrisburg City Council, will endanger the health, safety and
welfare of the residents of the Capital City and therefore I could
not sign it as is," Mayor Thompson said in a statement regarding
Harrisburg's 2011 budget as amended by City Council.

"The amended budget is significantly short of meeting contracted
firemen salary, overtime and benefits requirements, and ignores
the cost of benefits, for the nine firefighter jobs Council
restored," the mayor said.  "Additionally, reductions made by
Council to the Bureau of Police budget will not allow for the
mandatory training update for Act 120 certification of all sworn
officers annually.  It does not provide for the mandatory training
for polygraph certification, mandatory training for K-9 officers
or for Emergency Vehicle Operation training for all sworn
officers.  Also, Council reductions to Police Bureau overtime will
likewise jeopardize adequate police protection for our citizens
and guests."

According to Mayor Thomson, cuts in non-safety related departments
are also extremely problematic.  She said, "Under terms of the
Council amended budget we will run out of fuel well before the end
of the year for all City vehicles and other government agencies
that we contract with (Fire, Police, Codes & Sanitation), will be
unable to make the required repairs to our equipment and our
crumbling infrastructure and will be limited in our ability to
respond to City emergencies.  Elimination of Department of
Building and Housing Development personnel will severely reduce
the capacity of the Bureau of Planning and the Bureau of Economic
Development to further community and economic development
initiatives.  Cuts to the Department of Parks, Recreation and
Enrichment eliminate essential positions responsible for
overseeing bargaining unit personnel and performing skilled work
in all aspects of park maintenance and playground construction and
safety; it further eliminates revenue generating which could mean
the loss of approximately $500,000 in revenue from festivals."

"Further, city ordinance and various bond indentures require that
the city budget for debt repayment and for the replenishment of
debt service reserve funds or other funds used to make Incinerator
debt payments in 2011 and that such must be in the City's fiscal
2011 Budget.  Council chose to ignore this requirement yet again.

"In short, Council's 2011 adopted amended General Fund budget is
underfunded for mandated, required and contractual obligations by
nearly four million dollars and ignores the City's legal
obligation to budget for debt guarantee payments."

Dow Jones' Mr. Varghese says the budget is the latest example of
the division between the mayor and a majority of city council
members.  Political consensus and financial stability have been
elusive for Harrisburg.

According to Mr. Varghese, council members called their budget a
responsible one.  "City council passed a verytight budget that
will force the city to do things differently," said council vice
president Patty Kim Tuesday, according to Dow Jones.  "This will
be a difficult adjustment for the administration but, if things
are done well and creatively, it will not endanger our citizens."

Dow Jones notes Tuesday was the deadline for Thompson to veto the
budget, certain line items or let it pass without her signature.
A veto would have likely been overridden by the council, which
voted 5-2 for the budget.

On January 12, Mayor Thompson applauded the Pennsylvania
Department of Community and Economic Development for the choice of
the team that will serve as the capitol city's Act 47 coordinator.
Led by the Novak Consulting Group and including the law firm of
Stevens and Lee as well as the Pennsylvania Economy League the
team is expected to begin its work almost immediately.

                   About Harrisburg, Pennsylvania

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, 2010, 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.


HERON LAKE: AgStar Fin'l Agrees to Forbearance Until March 1
------------------------------------------------------------
Heron Lake BioEnergy, LLC, entered into a First Amendment to Fifth
Supplement to its Master Loan Agreement with AgStar Financial
Services, PCA, on December 30, 2010.  AgStar renewed its revolving
line of credit loan commitment in an aggregate principal amount
outstanding at any one time not to exceed a defined borrowing
base, with a maturity date of March 1, 2011.  The borrowing base
is the lesser of $6,750,000 or 75% of certain accounts receivable
and inventory amounts.

On December 30, 2010, the Company also entered into a Second
Amended and Restated Revolving Line of Credit Note at the maximum
principal amount of $6,750,000 reflecting the terms of the Amended
Supplement.  The applicable interest rate on the Revolving Note is
3.25% above LIBOR, but may not be less than 6.0% per annum until
paid in full.

The Company and AgStar entered into a Forbearance Agreement dated
July 2, 2010 that provided for a forbearance period relating to
certain covenant defaults for the period ending the earlier of an
event of default or December 31, 2010.  During this forbearance
period, the Company failed to maintain the minimum fixed charge
coverage ratio -- as defined in the master loan agreement with
AgStar.  On December 30, 2010, the Company and AgStar also entered
into a First Amendment to Forbearance Agreement.

Under the Amended Forbearance Agreement, AgStar agreed it will not
declare a default under the loan documents or enforce any of the
remedies available to it for the period of December 30, 2010, to
the earlier of an event of default or March 1, 2011.

In exchange for this forbearance, the Company agreed to:

     -- use advances from the term revolving note dated
        October 1, 2009, in the original principal amount of
        $5.0 million only for an engineering and emissions
        remediation project, not to exceed $1.4 million.

     -- retain a "Chief Operations Manager" acceptable to AgStar
        with full authority to implement in a commercially
        reasonable manner a performance improvement plan developed
        as part of the management review required by AgStar in
        connection with the July 2, 2010 Forbearance Agreement.
        The Chief Operations Manager and the Company's Chief
        Executive Officer are required to provide AgStar with
        weekly reports.

     -- obtain additional equity investments on terms and
        conditions acceptable to AgStar of an amount of not less
        than $4.5 million on or before March 1, 2011.  The amounts
        from the additional equity investments must be held in
        escrow pending certain approvals from AgStar and
        thereafter, may be used for working capital purposes or,
        with AgStar's consent, the engineering and emissions
        remediation project referred to above, not to exceed
        $1.4 million.

The parties also agreed in the Amended Forbearance Agreement to
certain interest calculation and payment provisions, including
reinstatement of the contract rate of interest rather than the
default rate, deferral of the default interest accrued prior to
December 30, 2010, and reduction of the accumulated deferred
default interest by 50% if the Company complies with all loan
covenants and payment obligations under the loan documents with
AgStar.  The Company may not make distribution to its members
during the forbearance period, other than tax distributions
permitted by the loan documents.  In connection with the
Forbearance Agreement, the Company paid a forbearance fee of
$25,000.

Heron Lake BioEnergy owns and operates a 50 million gallon ethanol
plant near Heron Lake, Minnesota.  In addition, the Company
produces and sells distillers grains with solubles as co-products
of ethanol production.


HIGH MEADOWS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: High Meadows Development, LLC
        11601 Wilshire Boulevard, 5th Floor
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-12004

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Philip Layfield, Esq.
                  PHILIP J. LAYFIELD ATTORNEY AT LAW
                  100 Wilshire Boulevard, Suite 950
                  Santa Monica, CA 90401
                  Tel: (310) 956-1497
                  Fax: (310) 693-9082
                  E-mail: layfieldlaw@me.com

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

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

The petition was signed by Lawrence Meadows, manager.

The list of unsecured creditors filed together with its petition
contains only one entry.

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of Utah                       Rescinded Bank Loan  $4,700,000
2605 Washington Boulevard          In Dispute
Ogden, Utah 84401


INGLES MARKETS: S&P Affirms 'BB-' Corporate; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on the Ashville, N.C.-based Ingles Markets Inc.  The
outlook is negative.

S&P also affirmed the 'BB-' issue rating on the Company's senior
unsecured debt.  The '4' recovery rating remains unchanged.

This action comes after the Company completed funding of
$99.7 million of recovery zone bonds.  The Company intends to use
the proceeds of the bonds to fund construction of a distribution
center and a new grocery store in Buncombe Co., N.C., and also pay
fees associated with the transaction.

"The ratings on Ingles reflect our expectation that the Company
will increase both sales and profits slightly, leading to
moderately better credit metrics," said Standard & Poor's credit
analyst Charles Pinson-Rose.  However, S&P does not anticipate
changing its assessment of the Company's financial risk from
aggressive in the near term.  S&P also views Ingles' business risk
as satisfactory.  This is based on its analysis of the Company's
better historical performance as compared to the industry,
countered by intense competition.


IRINA'S HELP: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Irina's Help Line Corp., a New York Corporation
        99-32 66 Road, Apt. 5G
        Rego Park, NY 11374

Bankruptcy Case No.: 11-70161

Chapter 11 Petition Date: January 17, 2011

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

Judge: Robert E. Grossman

Debtor's Counsel: Deborah J. Piazza, Esq.
                  ABRAMS FENSTERMAN, ET AL.
                  630 Third Avenue, 5th Floor
                  New York, NY 10017
                  Tel: (212) 279-9200
                  Fax: (212) 279-0600
                  E-mail: dpiazza@abramslaw.com

Scheduled Assets: $550,000

Scheduled Debts: $1,054,878

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb11-70161.pdf

The petition was signed by Irina Elnatanova, officer.


J, LLC.: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: J, LLC.
        2731 North Lincoln
        Chicago, IL 60614

Bankruptcy Case No.: 11-01730

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Karen J. Porter, Esq.
                  PORTER LAW FIRM
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Bruce A. Fogelson, president of ZMA,
Inc.


J&R MEDINA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: J&R Medina LLC
        8024 S. Central Avenue
        Los Angeles, CA 90001

Bankruptcy Case No.: 11-12028

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Allan D. Sarver, Esq.
                  16000 Ventura Boulevard, Suite 1000
                  Encino, CA 91436
                  Tel: (818) 981-0581
                  E-mail: ADSarver@aol.com

Estimated Assets: $0 to $50,000

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 Juan Medina, authorized agent.


KURRANT MOBILE: Fiscal Year Now Ends February 28
------------------------------------------------
Effective on January 11, 2011, the Board of Directors of Kurrant
Mobile Catering, Inc., pursuant to written consent resolution,
authorized and approved the change in Company's fiscal year end
from November 30th to February 28th.  Therefore, the bylaws of the
Company were amended to reflect that the fiscal year end of the
Company shall be February 28th.  The report on Form 10-Q for
quarterly period ended November 30, 2010 will cover the transition
period.

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at August 31, 2010, showed
$1.1 million in total assets, $1.5 million in total liabilities,
and a stockholders' deficit of $426,462.

Kurrant Mobile reported a net loss of $16.6 million on $167,448 of
revenue for the three months ended August 31, 2010, compared with
a net loss $5,771 on $161,057 of revenue for the same period ended
August 31, 2009.

"As of August 31, 2010, the Company has a working capital deficit
of $444,693 and an accumulated deficit of $16.6 million.  These
factors raise substantial doubt about its ability to continue as a
going concern," the Company said in the Form 10-Q for quarter
ended Aug. 31, 2010.


KURRANT MOBILE: Notifies Late Filing of Quarterly Report
--------------------------------------------------------
Kurrant Mobile Catering, Inc. notified the Securities and Exchange
Commission regarding the late filing of its quarterly report for
the period ended November 30, 2010.  Management of Kurrant Mobile
Catering, Inc. deems additional time is necessary in order to
fully compile the necessary financial information and adequately
complete its financial statements required to prepare its
Quarterly Report on Form 10-Q for the period ended November 30,
2010.  Management deems it necessary that additional time be
provided in order to ensure that complete, thorough and accurate
disclosure of all material information is made in its Quarterly
Report.

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at August 31, 2010, showed
$1.1 million in total assets, $1.5 million in total liabilities,
and a stockholders' deficit of $426,462.

Kurrant Mobile reported a net loss of $16.6 million on $167,448 of
revenue for the three months ended August 31, 2010, compared with
a net loss $5,771 on $161,057 of revenue for the same period ended
August 31, 2009.

"As of August 31, 2010, the Company has a working capital deficit
of $444,693 and an accumulated deficit of $16.6 million.  These
factors raise substantial doubt about its ability to continue as a
going concern," the Company said in the Form 10-Q for quarter
ended Aug. 31, 2010.


MARGAUX ORO: Files List of 7 Largest Unsecured Creditors
--------------------------------------------------------
Margaux Oro Partners, LLC, has filed with U.S. Bankruptcy Court
for the Northern District of Texas its list of seven largest
unsecured creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
L'Patricia USA, Inc.
Attention: William Roh
816 Woodlake Drive              Tenant Improvement
Coppell, TX 75019               Allowance                 $68,760

6102 Seawall Blvd, LLC
Attention: Parind Patel
12616 Red Cedar Drive           Tenant Improvement
Euless, TX 76040                Allowance                 $62,600

iExpress LLC
Attention: ZeShan Salimi
4448 W Jefferson Blvd,
Suite 308                       Tenant Improvement
Cockrell Hill, TX 75211         Allowance                  $6,971

Gambit Management LLC
Attention: Suzan Cooper
14801 Quorum Drive, Suite 160
Dallas, TX 75254                Tenant Leasing Commission  $3,000

Fronteras Commercial Real
Estate
Attention: Giovanni Palavicini
10000 N. Central Expressway,
Suite 400
Dallas, TX 75231                Tenant Leasing Commission    $500

Champion Sweeping Company
3104 West Division St.
Arlington, TX 76012             Sweeping & Porter Service    $393

Hocutt, Inc.
P.O. Box 271029
Dallas, TX 75227                Water Sub-Meter Reading       $70

Dallas, Texas-based Margaux Oro Partners, LLC, filed for Chapter
11 bankruptcy protection on January 11, 2011 (Bankr. N.D. Tex.
Case No. 11-30337).  Vickie L. Driver, Esq., at Coffin & Driver,
PLLC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Donald Lewis Silverman (Bankr. N.D. Tex. Case No. 10-
31785) filed a separate Chapter 11 petition on March 12, 2010.


MARGAUX ORO: Section 341(a) Meeting Scheduled for Feb. 16
---------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Margaux
Oro Partners, LLC's creditors on February 16, 2011, at 10:00 a.m.
The meeting will be held at the Office of the U.S. Trustee, 1100
Commerce Street, Room 976, Dallas, TX 75242.

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.

Dallas, Texas-based Margaux Oro Partners, LLC, filed for Chapter
11 bankruptcy protection on January 11, 2011 (Bankr. N.D. Tex.
Case No. 11-30337).  Vickie L. Driver, Esq., at Coffin & Driver,
PLLC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Donald Lewis Silverman (Bankr. N.D. Tex. Case No. 10-
31785) filed a separate Chapter 11 petition on March 12, 2010.


MESA AIR: Settles Indemnity & Aircraft Claims
---------------------------------------------
Mesa Air Group, Inc., and its debtor affiliates entered into
settlements and agreements with these parties, each in their
capacities as Owner Participant (i) General Electric Capital
Corporation, (ii) Aircraft Services Corp., (iii) Polaris Holding
Company, (iv) AFS Investments XLII LLC; and with these parties,
each in their capacities as Owner Trustee (v) Wells Fargo Bank
Northwest, N.A., and (vi) Wells Fargo Bank, N.A.

           Prepetition Leases, Agreements, and Claims

Before the Petition Date, pursuant to certain aircraft leveraged
leases, Debtor Mesa Airlines, Inc. leased 23 Bombardier CRJ-200LR
aircraft and 12 Embraer ERJ-145LR aircraft, wherein a GE Capital
affiliate is or was the owner participant.  Mesa Air Group
guaranteed Mesa Airlines' obligations under the Leveraged Leases.

Before the Petition Date, pursuant to a single investor lease,
Mesa Airlines leased one CRJ-200, as to which Polaris Leasing
International is or was the owner participant.

In connection with the Leveraged Leases, the Debtors and the GE
Affiliates entered into certain tax indemnity agreements.
Pursuant to the terms of the Tax Indemnity Agreements, the
Debtors are potentially liable to the GE Affiliates for any loss
or unavailability of income tax benefits arising as a result of
the Debtors' acts or omissions -- TIA Claims.

The Debtors and the GE Affiliates are also parties to certain
participation agreements related to the Leveraged Leases.
Pursuant to the general indemnity provisions of the Participating
Agreements, the Debtors are potentially liable to the GE
Affiliates for any and all expenses, losses and liabilities
incurred by or asserted against the GE Affiliates relating to or
arising out of, or which would not have occurred but for the
transaction contemplated by the Participation Agreements --
General Indemnity Claims.

Pursuant to the Court's February 23, 2010 Order, the Debtors
rejected each of the Leveraged Leases and the Single Investor
Lease.

The affected parties filed certain proofs of claim in partially
liquidated amounts, which set forth the basis for claims against
each of Mesa Air Group and Mesa Airlines (i) for damages arising
from applicable Tax Indemnity Agreement and Participation
Agreement as a result of the Debtors' rejection of certain
separate Leveraged Leases; (ii) for damages arising from the
Debtors' rejection of the Single Investor Lease; or (iii) related
to certain Tax Indemnity Agreements and Participation Agreements
related to certain aircraft to be assumed by the Debtors pursuant
to their Second Amended Joint Plan of Reorganization, as well as
protective claims for rejection damages related to certain other
leveraged lease agreements.

    Claimant          Claim No.          Amount
    --------          ---------          ------
    GE Capital            694          $68,524,551
    GE Capital            695           93,233,913
    ASC                   696           26,340,101
    Polaris               697           22,946,710
    Wells Fargo           743           12,614,574
    AFS                   701         unliquidated
    Wells Fargo           744         unliquidated
    Wells Fargo Bank      745         unliquidated

                    Settlement and Agreement

After good-faith and arms-length negotiations, the parties have
reached a settlement resolving the issues that are or may be
raised with respect to the amounts of the Aircraft Claims.

The salient terms of the Settlement include:

  (a) Claim No. 694 will be deemed amended and reduced to
      $11,045,391, which consists of (1) TIA Claim of
      $10,947,803 and (2) General Indemnity Claim of $97,588.

      Claim No. 694 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $11,045,391
      and an Allowed Class 3(e) General Unsecured Claim against
      Mesa Airlines for $11,045,391.  Claim No. 694 will not be
      subject to any further objection by any party-in-interest.

  (b) Claim No. 695 will be deemed amended and reduced to
      $9,957,914, which consists of (1) TIA Claim of $9,860,326,
      and (2) General Indemnity Claim of $97,588.

      Claim No. 695 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $9,957,914 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $9,957,914.  Claim No. 695 will not be
      subject to any further objection by any party-in-interest.

  (c) Claim No. 696 will be deemed amended and reduced to
      $3,128,365, which consists of (1) TIA Claim of $3,030,777
      and (2) General Indemnity Claim of $97,588.

      Claim No. 696 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $3,128,365 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $3,128,365.  Claim No. 696 will not be
      subject to any further objection by any party-in-interest.

  (d) Claim No. 697 will be deemed amended and reduced to
      $3,915,762, which consists of (1) TIA Claim of $3,818,174
      and (2) General Indemnity Claim of $97,588.

      Claim No. 697 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $3,915,762 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $3,915,762.  Claim No. 697 will not be
      subject to any further objection by any party-in-interest.

  (e) Claim No. 743 will be deemed amended and reduced to
      $12,614,574.

      Claim No. 743 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $12,614,574 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $12,614,574.  Claim No. 743 will not be
      subject to any further objection by any party-in-interest.

  (f) Upon approval of this Settlement, Claim Nos. 701, 744 and
      745 will be deemed withdrawn with prejudice.

  (g) GE Capital, ASC, Polaris, and Wells Fargo, as applicable,
      agree to waive any defaults under the CRJ-700 Aircraft
      Leases and the CRJ-900 Aircraft Leases with respect to
      which AFS Investments XLIV LLC and AFS Investments XLII
      LLC are the owner participants, and Wells Fargo is the
      owner trustee arising as a result of the cross default
      provisions with respect to the Leveraged Leases and the
      Single Investor Lease.

      The Debtors will not be required to cure the defaults in
      connection with the assumption of the CRJ-700 Aircraft
      Leases under the Plan.

  (h) Notwithstanding Section 6.4.1 of the Plan, the Debtors
      will recognize any transfer of the Aircraft Claims made
      before the Effective Date, even if the transfer occurs
      after the Distribution Record Date.  The relevant GE
      Affiliate, Wells Fargo or Wells Fargo Bank, as applicable,
      will notify the Debtors of the proposed transferee of the
      Aircraft Claims, and any transfer of the Aircraft Claims
      is subject to the restrictions set forth in the Order
      Establishing Notification and Hearing Procedures for
      Trading in Claims and Equity Securities and Section 5.9 of
      the Plan.

  (i) Each party will be responsible for the respective costs
      and expenses it incurred.

                     About Mesa Air Group

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

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

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

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


MOUNT VERNON: MVMMC Trust Wants Insurers to Pay Policy Losses
-------------------------------------------------------------
Kelly Beaudin Stapleton, trustee for The MVMMC Trust, commenced an
adversary proceeding against certain underwriters at Lloyd's,
London and subscribing companies, seeking a declaration from the
U.S. Bankruptcy Court for the Southern District of New York that:

   a) the loss suffered by Mount Vernon Monetary Management Corp.,
      et al., is covered under the terms of policies provided by
      Lloyd's and that the Insurers are obligated to pay to the
      trust the proceeds due under the Policies, including but not
      limited to, actual damages and consequential damages; and

   b) the Trust is entitled to judgment and entitled to recover
      damages caused by Insurers' breach under the Policies,
      including but not limited to the costs of this action,
      consequential damages, and pre-and post-judgment interest.

The MVMMC Trust was established by the Second Amended Joint
Chapter 11 Plan of Liquidation, and as the successor in interest
to the Debtors.  All of the Debtors' assets, including but not
limited to the Policies and all causes of action, vested in the
MVMMC Trust on the effective date of the Plan.  As of the Petition
Date, the Debtors' estates had several assets of significant
value, including (i) cash-on-hand/bank accounts; (ii) accounts
receivable; (iii) real estate; and (iv) interests in the Policies.

Ms. Stapleton relates that the proceeds from the Policies (at
least $50 million per occurrence) are the most important asset of
the MVMMC Trust.  These proceeds will be the only meaningful
source of recovery for creditors -- who collectively have asserted
more than $90 million in claims against the Debtors in the
bankruptcy cases.

Ms. Stapleton adds that the Trust continues to be deprived of the
benefit of the insurance coverage despite the Debtors having paid
substantial premiums and despite the Debtors' full and complete
cooperation with the Insurers' prolonged and painstaking extensive
investigation.

The MVMMC Trustee is represented by:

     LOWENSTEIN SANDLER PC
     S. Jason Teele, Esq.
     Sharon L. Levine, Esq.
     Robert D. Chesler, Esq.
     Michael D. Lichtenstein, Esq.
     Alison E. Kowalski, Esq.
     Cassandra Porter, Esq.
     1251 Avenue of the Americas, 18th Floor
     New York, NY 10022
     Tel: (973) 597-2500
     Fax: (973) 597-2400

     GREENBERG TRAURIG, LLP
     Allen G. Kadish, Esq.
     Mark E. Miller, Esq.
     Miles Karson, Esq.
     Burke A. Dunphy, Esq.
     200 Park Avenue
     New York, NY 10166
     Tel: (212) 801-9200
     Fax: (212) 801-6400

                    About Mount Vernon Monetary

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.

The Official Committee of Unsecured Creditors is represented by S.
Jason Teele, Esq., Sharon L. Levine, Esq., and Cassandra M.
Porter, Esq., at Lowenstein Sandler, PC, in Roseland, New Jersey.


NEOMEDIA TECHNOLOGIES: JMC Holds 20.1% Equity Stake
---------------------------------------------------
In a separate Schedule 13D, each JMC Holdings, L.P. and Michael J.
Cline disclosed that they beneficially own 6,443,299 shares of
common stock of the Company representing 20.1% of the shares
outstanding.  The number of outstanding shares of the Company's
Common Stock on November 9, 2010 was 24,551,867.

As of December 31, 2010, Mr. Cline submitted a redemption request
to YA Global Investments (U.S.), LP, a private equity fund, for
funds previously invested by the JMC Holdings and Mr. Cline with
YA Global.  On January 3, 2011, Mr. Cline received a letter from
YA Global informing him that the redemption request would be
satisfied through an in-kind distribution of securities held by YA
Global.  Securities received by the JMC Holdings and Mr. Cline
pursuant to the In-Kind Distribution were valued by YA Global as
of the close of business on December 31, 2010 at $420,000, and
included, among other securities received by the Reporting
Persons, 375 shares of Series C Convertible Preferred Stock, par
value $0.01 per share, of the Company valued by YA Global at
$375,000.  As a result of the In-Kind Distribution, the Reporting
Persons may be deemed to have acquired beneficial ownership of 375
shares of Preferred Stock.

                           Form 3 Filing

In a Form 3 filing with the Securities and Exchange Commission on
January 13, 2011, Michael J. Cline disclosed that he beneficially
owns 6,443,299 shares of Series C Convertible Preferred Stock of
Neomedia Technologies Inc.

Each share of Series C Convertible Preferred Stock, par value
$0.01 per share, represented is immediately convertible, and if
converted as of January 13, 2011, would convert into 6,443,299
shares of common stock, par value $0.001 per share, of NeoMedia
Technologies, Inc., and has no expiration date.  The Certificate
of Designation of the Preferred Stock provides that each share of
the Preferred Stock is convertible into Common Stock of the
Company equal to the quotient of the liquidation amount divided by
the conversion price.

The liquidation amount is equal to $1,000 per share of Preferred
Stock.  The conversion price is equal to, at the option of the
holder, the lesser of (i) $0.50 or (ii) 97% of the lowest closing
bid price of the Common Stock for the 125 trading days immediately
preceding the date of conversion, as quoted by Bloomberg LP.  The
Certificate of Designation further provides that no holder of the
Preferred Stock shall be entitled to convert the Preferred Stock
to the extent that such conversion would cause the aggregate
number of shares of Common Stock beneficially owned by such holder
to exceed 9.99% of the outstanding shares of Common Stock
following such conversion.

Michael J. Cline is the general partner of JMC Holdings, L.P.  JMC
Holdings, L.P. is the beneficial owner of the reported securities.
Michael J. Cline and JMC Holdings, L.P. disclaim beneficial
ownership within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, or otherwise of such portion of
the Company's shares in which such persons have no actual
pecuniary interest.

                   About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEOMEDIA TECHNOLOGIES: To Issue $450,000 Secured Debenture
----------------------------------------------------------
On January 10, 2011, NeoMedia Technologies, Inc. entered into an
Agreement to issue and sell a secured convertible debenture to YA
Global Investments, L.P. in the principal amount of $450,000.  The
closing of the transaction was held on January 10, 2011.  In
addition to the Debenture, the Company also issued a warrant to
the Buyer to purchase 1,250,000 shares of the Company's common
stock, par value $0.001 per share, for an exercise price of $0.10
per share.

The Debenture will mature on July 29, 2012 and shall accrue
interest at a rate equal to fourteen percent 14% per annum and
such interest shall be paid on the Maturity Date in cash or,
provided that certain Equity Conditions are satisfied, in shares
of Common Stock at the applicable Conversion Price.  At any time,
the Buyer will be entitled to convert any portion of the
outstanding and unpaid principal and accrued interest thereon into
fully paid and non-assessable shares of Common Stock at a price
equal to the lesser of $0.10 and 95% of the lowest volume weighted
average price of the Common Stock during the 60 trading days
immediately preceding each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Sixth Ratification Agreement dated January 10, 2011, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and the Buyer will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to such conversion, the Buyer
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from the Buyer.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at September 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., 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 suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEXPRISE INC: Files for Chapter 11 to Sell to Trubiquity
--------------------------------------------------------
NexPrise, Inc., filed a petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 11-00742) on
Jan. 18, 2011.

Aside from the customary "first day" motions, the Debtor has filed
a motion for procedures for selling substantially all assets.  The
Debtor has signed an asset purchase agreement for Trubiquity,
Inc., as stalking horse bidder, to buy the business, absent higher
and better bids at an auction.

According to John Lynch, chief executive officer and president,
the Chapter 11 filing will preserve the Company's going-concern
value as it pursues a sale of substantially all of its assets
pursuant to 11 U.S.C. Sec. 363.

Mr. Lynch relates that after years of implementing and considering
numerous options to restructure its business, the Debtor decided
that a sale of substantially all of its assets was in the best
interests of its stakeholders.  After fully marketing those
assets, the Debtor entered into an asset purchase agreement with
Trubiquity for $2.0 million, which agreement is subject to overbid
and bankruptcy court approval.  These bidding procedures will
ensure that the highest or best offer for the Debtor's assets is
obtained and their implementation is consistent with the Debtor's
fiduciary duties to maximize value for its estate and its
stakeholders.

The Debtor's largest unsecured creditors, Timeline Venture
Investors I, LLP and Sirius Industries, LLC, support the Debtor's
efforts to sell its assets and Debtor's entry into the Asset
Purchase Agreement.

The Debtor is seeking to consummate a sale within 70 days of the
Petition Date.  The Debtor's limited cash flow necessitates that a
sale be completed as quickly as reasonably possible, Mr. Lynch
relates.

                       Road to Chapter 11

According to Mr. Lynch, the Debtor's revenue has been relatively
flat from the years 2005 through 2009, running at an average of
approximately $2.4 million per year.

Former owner Ventro Corp, formerly Chemdex Corporation, previously
raised $112.5 million at an initial public offering, and sold
$250 million in bonds to fund the Debtor.  While the Debtor
believes that it would have steadily increasing revenue over the
next two years, the Debtor has not been servicing its funded debt
from its Bond Issuance since 2005, and despite the Debtor's
historical and projected revenue, the Debtor has limited cash flow
and would soon be unable to meet some of its other obligations.

Over the past six years, the Debtor has attempted to recapitalize,
reorganize, or restructure so that it could acquire new capital to
grow its business in light of its projected increases in revenues.
These efforts, however, have been unsuccessful primarily due to
the outstanding debt remaining from the Bond Issuance.  Through
proposals such as conversion and buy-back offers, the Debtor was
able to reduce the original $250 million debt from the Bond
Issuance to the approximate $4.8 million amount that remains
outstanding today.  The holders of the remaining $4.8 million have
not responded to the Debtor's proposals to restructure their debt.
The Debtor believes these holders are small stakeholders who have
written off or abandoned their investment and thus are not easily
locatable.

                       About NexPrise Inc.

NexPrise is the original innovator of Enterprise Content
Management solutions such as WebSpace and InfoPrise.  WebSpace is
part of the cloud model of computing, consisting of internet-based
computing whereby shared resources, software and information are
provided to computers and other devices on-demand.  The NexPrise
ECM platform was originally conceived to support secure multi-
organizational collaboration in the aerospace and defense
industry.  Since its founding, NexPrise has developed a reputation
as a global process and document management company that delivers
flexible solutions with absolute immediacy.

The Debtor estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


NORWOOD RESOURCES: Pursues Bankruptcy Process
---------------------------------------------
The board of directors of Norwood Resources Ltd have assigned the
Company into bankruptcy and appointed D. Manning & Associates Inc.
as Trustee in Bankruptcy over the Company's assets and
undertaking.  The Company is insolvent and the board is of the
view that with its lack of exploration success and deteriorating
financial condition, that there are currently no realistic
alternatives for financing and as such, that a bankruptcy process
including liquidation of assets by an independent party, and
possible proposals for reorganization through a bankruptcy
process, is in the best interests of the Company's various
stakeholders.

In September 2010 the Company entered into negotiations with an
investment syndicate led by Graeme Phipps, who had resigned from
the board of directors in order to pursue the financing on an
arms-length basis.  Mr. Phipps had indicated over the several
months prior to September 2010 that he had obtained significant
financial commitments to complete a re-organization and
refinancing of the Company.  Following a due diligence period,
these negotiations resulted in signing of a letter of intent
effective November 15, 2010 for an equity financing of a minimum
of US$20,000,000.  The financing was subject to a number of
significant conditions including settlement of the Company's two
lawsuits, completion of definitive documentation, shareholder
approval and approval by the Company's secured noteholders.

Although the investment syndicate was able to reach tentative
settlements which it considered to be acceptable on the Company's
lawsuits, and definitive documentation had been negotiated in a
form which was considered by all parties to be acceptable for
execution, the financing group was unable and/or unwilling to
proceed with agreed upon interim deposits and it became apparent
that the syndicate was not going to proceed.  Accordingly, the
financing proposal was not put to shareholders or noteholders for
approval.

In conjunction with the assignment into bankruptcy, all board
members have resigned their positions with the Company.


OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice From Nasdaq
------------------------------------------------------------
On January 10, 2011, OptimumBank Holdings, Inc., received a
written notice from the Listing Qualifications Staff of The Nasdaq
Stock Market notifying the Company that it fails to comply with
the independent director requirement set forth in Nasdaq's Listing
Rule 5605(b)(1) due to the resignation of Jack Calloway from the
Company's board of directors on January 6, 2011.  The Rule
requires the board of directors to have a majority of members who
are independent.  As a result of Mr. Calloway's resignation, the
Company has only three independent directors on its six member
board.

In accordance with Listing Rule 5605(b)(1)(A), the Company will be
provided a cure period in order to regain compliance with the Rule
as follows: (a) the earlier of the Company's next annual
shareholders' meeting or January 6, 2012; or (b) if the next
annual shareholders' meeting is held before July 5, 2011, no later
than July 5, 2011.  The Company must submit to the Staff
documentation, including biographies of any new directors,
evidencing compliance with the Rule no later than the above
deadline.  If the Company cannot demonstrate compliance with the
Rule by the above deadline, the Staff will provide written notice
that the Company's common stock will be delisted.  At that time,
the Company may appeal the Staff's determination to delist its
common stock to a Listing Qualifications panel.

The Company is actively seeking a qualified independent director
to fill the vacancy on its board of directors.

                    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 stockholders' equity of $4.52 million.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of September 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"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 its
Form 10-Q for the quarter ended Sept. 30, 2010.


OREGON CONTRACTORS: Said to be Moving Towards Disbanding Trust
--------------------------------------------------------------
Wendy Culverwell at the Portland Business Journal reports that the
Oregon Contractors Workers' Compensation Trust Inc. filing for
Chapter 11 protection is a first step toward disbanding the trust
after it lost too many members to stay in business.

According to the Business Journal, the member-funded trust
provided workers' compensation policies to 365 Oregon companies as
recently as four years ago.  The policies pay benefits to workers
who get injured on the job.

Oregon Contractors Workers Compensation Trust, Inc., filed for
Chapter 11 protection on Jan. 3, 2011 (Bankr. D. Ore. Case No. 11-
30022).  Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq.,
at Tonkon Torp LLP, in Portland, Oregon, serve as the Debtor's
bankruptcy counsel.  The Debtor estimated assets and debts of
$1 million to $10 million in its Chapter 11 petition.


PACKAGING DYNAMICS: S&P Holds 'B' Corp. Rating, Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
its 'B' corporate credit rating, on Chicago-based Packaging
Dynamics Corp.  The rating outlook is positive.

Standard & Poor's also assigned a 'B' issue-level rating (the same
as the corporate credit rating) to Packaging Dynamics' proposed
$400 million senior secured notes due 2016, based on preliminary
terms and conditions.  The recovery rating is '4', indicating its
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

Proceeds from the proposed transaction will be used to refinance
the Company's current debt and fund a dividend to shareholders.
Substantially concurrent with the close of the proposed offering
of the senior secured notes, the Company intends to enter into a
new 4.5-year $125 million asset-based revolving credit facility
(unrated).

"The affirmation of the ratings reflects our belief that Packaging
Dynamics should be able to maintain credit measures in line with
an aggressive financial risk profile, despite the increase to the
Company's total indebtedness following the proposed financing and
despite what we view as an aggressive financial policy with regard
to the proposed shareholder dividend," said Standard & Poor's
credit analyst Tobias Crabtree.  The positive outlook on the
rating reflects its view that leverage could improve to 4x or
below.  In addition, the ratings reflect its assessment of the
Company's adequate liquidity, as the proposed new asset-based
revolving credit facility addresses the June 2011 maturity of its
existing asset-based facility.  Its ratings are also based on its
view of the Company's weak business risk profile, which derives
from its participation in small and mature niche markets of the
specialty paper and packaging industry and from its limited
operating diversity.

Over the next 12 months, S&P believes that a gradual recovery in
the U.S. economy could lead to modestly higher demand and selling
prices for the Company's flexible packaging and specialty paper
products.  As a result, S&P expects sales and EBITDA to continue
to moderately improve over this period.  S&P believes this
improvement in profitability is sustainable in the near term given
the ongoing benefits from prior cost-reduction initiatives, a more
favorable product mix in certain segments, and what S&P expects to
be a gradual increase in sales volumes.  Still, a key risk to its
forecast is a greater-than-expected increase in the cost of raw
materials without a corresponding increase in selling prices,
which could result in operating margins falling below its
expectations.  Key raw materials include wood, pulp, paper,
aluminum foil, and resins.

Packaging Dynamics is a manufacturer of paper-based flexible
packaging and specialty papers, with a majority of its sales
serving the food and consumer products end markets.


PACKAGING DYNAMICS: Moody's Puts 'B3' Rating on Proposed Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the senior
secured notes offered by Packaging Dynamics Corporation.
Concurrently, all other ratings were affirmed, including the B2
Corporate Family Rating.  The ratings outlook was changed to
stable from positive, reflecting the pro forma impact on key
credit metrics from adding $132 million in incremental debt to the
capital structure.

Packaging Dynamics announced that it intends to raise
approximately $400 million in gross proceeds through an offering
of senior secured notes due 2016.  The net proceeds from the notes
offering would be used to redeem all of Packaging Dynamics'
outstanding senior subordinated notes due 2016, to repay the
senior secured credit facility and to pay a cash dividend to
stockholders.  The consummation of the notes offering is subject
to the company entering into a new senior secured credit facility,
expected to be undrawn at closing with a $125 million commitment.

The B2 Corporate Family Rating continues to be supported by the
recession-resistant demand characteristics of food packaging
products and from restructuring initiatives that have helped to
reduce operating costs and expand margins across all three
segments.  Additionally, refinancing the capital structure will
enhance Packaging Dynamics' liquidity profile by eliminating near-
term maturities. Nonetheless, the proposed transaction will add
about $132 million of incremental debt to the capital structure,
raising financial leverage to approximately 4.8 times as of
September 30, 2010.  The B2 rating is constrained by the company's
aggressive financial policies, the volatility of input costs, and
highly cyclical end market demand for industrial and building
products.

The outlook or ratings could be lowered if Packaging Dynamics
experiences an adverse change in operating results, or makes a
significant debt-financed acquisition, that raises financial
leverage above 5 times on a sustained basis.  A deterioration in
liquidity could also negatively impact the ratings.  However, the
outlook or ratings could be raised if sales volumes continue to
rebound, margins expand, and debt is reduced such that financial
leverage is sustained below 4 times while maintaining a good
liquidity profile.

Moody's assigned the following rating:

  * Proposed $400 million senior secured notes due 2016, B3 (LGD4,
    60%)

Moody's affirmed the following ratings:

  * Corporate Family Rating, B2

  * Probability of Default Rating, B2

  * $119 million senior secured term loan due 2013, B1 (LGD3 /
    33%)

  * $150 million 10% senior subordinated notes due 2016, Caa1
    (LGD5 / 82%)

The ratings are subject to successful completion of the proposed
transaction and Moody's review of final documentation.  Ratings on
the existing term loan and subordinated notes will be withdrawn
upon closing of the transaction and ensuing repayment of
substantially all outstanding debt obligations.

The principal methodologies used in this rating were Global Paper
and Forest Products Industry published in September 2009, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Packaging Dynamics Corporation is a manufacturer and converter of
value-added food packaging products, specialty bleached and
unbleached lightweight papers, and flexible adhesive and extrusion
lamination structures.  Headquartered in Chicago, Packaging
Dynamics is a portfolio company of private investment firm
Kohlberg & Company.  Pro forma for a tuck-in acquisition, the
company generated approximately $750 million of revenues in the
last twelve months ended September 30, 2010.


PLAINFIELD BUSINESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Plainfield Business Center 2004, LLC
        20280 Governors Highway, Suite 205
        Olympia Fields, IL 60461

Bankruptcy Case No.: 11-01735

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Charles S. Stahl, Jr., Esq.
                  SWANSON, MARTIN & BELL, LLP
                  2525 Cabot Drive, Suite 204
                  Lisle, IL 60532
                  Tel: (630) 799-6990
                  Fax: (630) 799-6901
                  E-mail: cstahl@smbtrials.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-01735.pdf

The petition was signed by Dennis L. Madsen, CFO & secretary of
Ardmin Properties REG, Inc., manager.


PETROFLOW ENERGY: Resolves Farmout Dispute With Equal Energy
------------------------------------------------------------
Equal Energy disclosed that the pending arbitration with Petroflow
Energy Ltd. respecting termination of its Farmout agreement
between the parties has been resolved, and the parties have
agreed, consistent with the position Equal advocated in the
arbitration, that the Farmout agreement was terminated prior to
the entry of Petroflow and its subsidiaries into Chapter 11
bankruptcy protection.  The termination is subject to the
formality of approvals from the arbitration panel and the
Bankruptcy court.

Equal has until now been prevented from pursuing drilling its
Hunton resource play acreage by a bankruptcy court imposed stay of
operations. Equal intends to immediately recommence its drilling
program on the Hunton acreage that was abruptly halted in July,
2010 by the action of the court.

Don Klapko said, "We are extremely pleased to have this major
impediment to our company's growth objectives removed once and for
all.  It has been frustrating to say the least, to have had to
wait for a sensible resolution of this issue.  Our Hunton play is
a strong performer, generating solid returns and growth from this
extensive liquids rich natural gas resource play.  This relief
also frees us up to investigate the intriguing Mississippian oil
play advanced by others in the midst of our Hunton acreage."

Equal will recommence its planned drilling program of 4 to 6
Hunton wells as soon as suitable drilling equipment can be
mobilized, likely within the next two months.  The potential
initiation of an exploratory Mississippian oil test will be
dependent on the completion of geological mapping currently
underway and also on the results of nearby competitor drilling.

There are still two disputes between Equal and Petroflow and its
bankers that relate solely to monetary matters and a claim for
partial ownership of water disposal facilities that are used to
exploit the Hunton play.  Equal is defending a claim over access,
ownership and fees for the use of Equal's water disposal
facilities.  Another action relates to the validity and priority
of Equal's liens on Petroflow's assets that were established after
Petroflow failed to make payments that were due to Equal as
operator, for both joint interest operating expenses and for water
disposal fees.  Resolution of these matters does not relate in any
way to Equal's ownership of its producing reserves or its ability
to exploit its undeveloped land.

In all the matters relating to the Petroflow bankruptcy disputes,
Equal has been represented by the Dallas-based counsel of
Fulbright & Jaworski.

                      About Petroflow Energy

Petroflow Energy is the parent of Denver, Colorado-based North
American Petroleum Corp. USA and Prize Petroleum Corp.

North American Petroleum is a natural gas driller.  North American
Petroleum filed for Chapter 11 bankruptcy protection on May 25,
2010 (Bankr. D. Del. Case No. 10-11707).  Attorneys at Kirkland &
Ellis LLP serve as bankruptcy counsel.  Domenic E. Pacitti, Esq.,
at Klehr Harrison Harvey Branzburg LLP, is the Debtor's Delaware
counsel.  Kinetic Advisors LLC is the Company's  restructuring
advisor.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice,
claims and balloting agent.  The Debtor estimated its assets and
debts at $100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).


PRECISION OPTICS: Extends Maturity of $600,000 Notes to Jan. 24
---------------------------------------------------------------
On June 25, 2008, Precision Optics Corporation Inc. entered into a
Purchase Agreement, as amended on December 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On January 10, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to January 24, 2011.  The Company believes the Investors
will continue to work with it to reach a positive outcome on the
Note repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Sept. 30, 2010, showed
$1.72 million in total assets, $2.03 million in total liabilities,
and a stockholders' deficit of $318,919.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


RAFAELLA APPAREL: Perry Ellis to Acquire All Assets for $70MM
-------------------------------------------------------------
Perry Ellis International, Inc., announced that it has entered
into a definitive agreement to acquire substantially all of the
assets of Rafaella Apparel Group, Inc, an entity controlled by
Cerberus Capital Management, L.P., for an aggregate purchase price
of $70 million plus warrants to purchase 106,564 shares of common
stock, subject to net working capital adjustments to the final
closing balances.

Rafaella is a leading designer, sourcer, marketer and distributor
of a full line of women's better sportswear, and recognized
throughout the women's apparel industry and by consumers for its
superior fitting pants.  Distributed across the department store
channel, Rafaella recognized revenues of approximately
$122 million and adjusted EBITDA of $12.4 million for the trailing
twelve month period ended September 30, 2010.

"With the addition of the Rafaella Apparel platform, Perry Ellis
will immediately become a more significant player in the women's
apparel industry.  We are extremely impressed with the management
team which brings extensive industry experience in design,
sourcing, and customer sales relationships.  This acquisition will
provide additional diversification within our business model to
enable us to deliver more value to our stakeholders," commented
George Feldenkreis, Chairman and Chief Executive Officer.

Perry Ellis will finance the transaction through its senior credit
facility and cash on hand.  Subject to closing, the acquisition is
expected to add approximately $.40 to earnings per share for next
fiscal year.  The Company expects to close the transaction,
subject to satisfaction of customary closing conditions on or
before January 28, 2011.

"We are extremely pleased to welcome the Rafaella team to Perry
Ellis.  We believe this addition to our core businesses will
provide excellent cross-selling opportunities across our portfolio
of brands and provides a larger foundation to support our current
women's brands Laundry by Shelli Segal and C&C California,"
commented Oscar Feldenkreis, President and Chief Operating
Officer.

Christa Michalaros, Chief Executive Officer of Rafaella Apparel
Group, commented, "We are delighted to become part of the Perry
Ellis family of brands.  The ability to leverage Perry Ellis'
operational expertise, financial strength, and proven success
developing full lifestyle brands, will enable us to continue
strengthening our position in the women's apparel market.  It also
will allow us to deliver enhanced opportunities for our business
partners, customers, and employees."

Financo, Inc. is acting as lead financial advisor to Rafaella
Apparel Group, Inc. in connection with the acquisition.

The Company will host a conference call to discuss the acquisition
on Friday, January 7, 2011 at 11:00 AM EST, which will be hosted
by George Feldenkreis, Chairman and Chief Executive

Officer, Oscar Feldenkreis, President and Chief Operating Officer
and Anita Britt, Chief Financial Officer.  To access the broadcast
live, please visit the investor relations section of the Company's
website at http://www.pery.com/
A replay of the broadcast will be available for 10 days following
the call and can be accessed by dialing 1-888-203-1112, passcode
9665504.

                 About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor
and licensor of a broad line of high quality men's and women's
apparel, accessories, and fragrances.  The Company's collection of
dress and casual shirts, golf sportswear, sweaters, dress and
casual pants and shorts, jeans wear, active wear and men's and
women's swimwear is available through all major levels of retail
distribution.  The Company, through its wholly owned subsidiaries,
owns a portfolio of nationally and internationally recognized
brands including Perry Ellis(R), Jantzen(R), Laundry by Shelli
Segal(R), C&C California(R), Cubavera(R), Centro(R), Solero(R),
Munsingwear(R), Savane(R), Original Penguin(R) by Munsingwear(R),
Grand Slam(R), Natural Issue(R), Pro Player(R), the Havanera
Co.(R), Axis(R), Tricots St. Raphael(R), Gotcha(R), Girl Star(R),
MCD(R) John Henry(R), Mondo di Marco(R), Redsand(R), Manhattan(R),
Axist(R) and Farah(R). The Company enhances its roster of brands
by licensing trademarks from third parties including Pierre
Cardin(R) for men's sportswear, Nike(R) and Jag(R) for swimwear,
and Callaway(R), TOP-FLITE(R), PGA TOUR(R) and Champions Tour(R)
for golf apparel.  Additional information on the Company is
available at http://www.pery.com/

                   About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.

The Company's balance sheet at September 30, 2010, showed
$82.9 million in total assets, $89.3 million in total liabilities,
$61.1 million in redeemable convertible preferred stock, and a
stockholders' deficit of $67.5 million.

As reported in the Troubled Company Reporter on October 18, 2010,
PricewaterhouseCoopers LLP expressed substantial doubt against
the Company's ability as a going concern, following the Company's
results for the fiscal year ended June 30, 2010.  The independent
auditors noted that the Company's senior secured notes mature in
June 2011 and the Company does not expect its forecasted cash and
credit availability to be sufficient to meet its debt repayment
obligations under the senior secured notes.


RANCHER ENERGY: Must Present Amended Plan Outline by January 24
---------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado ordered Rancher Energy Corporation to file an
amended Disclosure Statement and a Chapter 11 Plan by January 24,
2011.

The Court will convene a hearing at 9:00 a.m. on February 14, to
consider adequacy of the Disclosure Statement.  Objections, if
any, are due February 7.

According to the Debtor's docket, the Court tentatively set the
confirmation hearing for March 29.

                        Original Plan & DS

As reported in the Troubled Company Reporter on December 21, 2010,
the Debtor has filed a proposed Chapter 11 plan and explanatory
Disclosure Statement.  According to the Disclosure Statement, in
exchange for a $12 million investment, plus a commitment to pay up
to $600,000 for allowed unsecured claims and up to $400,000 for
allowed administrative claims, BWAB Oil & Gas, Investments, LLC,
would be issued 12 million shares of a proposed Class A
Convertible Preferred Stock, to be designated by the Company.

The $11.8 million of the proposed BWAB investment would be used to
pay the secured debt of GasRock Capital Partners, LLC.  The
remaining funds from the proposed BWAB investment, along with
proceeds from a new credit facility to be arranged by BWAB would
be used to pay unsecured creditors, bankruptcy administrative
expenses and to be used for development and working capital by
the Company.

Shareholder Interests, consisting of all common stock Interests in
the Debtor as of the date that is 20 days after the Effective Date
of the Plan, and the holders of any Allowed Claims subject to
subordination under Section 510(b) of the Code will receive 1 new
share in Rancher for every 15 shares currently held, thus
effectuating a 15 for 1 reverse stock split.

Holders of Warrants will be canceled and each Claimant will
receive shares of the Debtor's common stock based on this formula:
one share of pre-reverse split common stock for every 25 shares of
pre-reverse split common stock to which said Claimant would be
otherwise entitled upon exercise of the warrants, divided by the
Reverse Split Ratio.

                    About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

The Company's balance sheet at September 30, 2010, showed
$18.19 million in total assets, $17.00 million in total
liabilities, and stockholders' equity of $1.19 million.


REALOGY CORP: S&P Assigns 'B-' Ratings on Three Credit Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit and all other existing ratings for Realogy Corp. on
CreditWatch with positive implications.

In addition, S&P assigned its preliminary 'B-' issue-level rating
and a '1' recovery rating to Realogy's proposed:

   * Extending senior secured revolving credit facility due
     April 10, 2016;
   * Extending senior secured term loan due Oct. 10, 2016, and
   * Extending senior secured synthetic letter of credit due
     Oct. 10, 2016.

Also, Realogy plans to issue $700 million in new senior secured
debt financing (currently unrated) and use the proceeds to repay a
portion of the proposed extended term loan.  S&P expects that a
provision of the proposed senior secured debt financing would make
the lien junior to the Company's existing and proposed extending
senior secured credit facilities.

"The CreditWatch listing reflects our expectation that Realogy's
liquidity profile would be improved upon the close of the proposed
transactions, which would decrease the level of senior secured
first-lien debt in the Company's capital structure," said Standard
& Poor's credit analyst Emile Courtney.

S&P believes the transactions would also provide the Company a
sufficient cushion under its first-lien senior secured net
leverage covenant (the covenant steps down to 4.75x in March 2011)
over the intermediate term.  This improvement to Realogy's
liquidity profile is only partly offset by its expectation that
the proposed transactions will likely add a significant amount of
interest expense that the Company will need to absorb, depending
on the amount of credit facility lenders that are willing to
extend, and including the new $700 million secured financing.

Upon the close of the proposed transactions, S&P expects to raise
Realogy's corporate credit rating to 'CCC' from 'CC', and that the
rating outlook would be positive.  In addition, all existing
issue-level ratings would be raised in line with the higher
corporate credit rating.  The expected positive rating outlook at
the expected 'CCC' rating level would reflect its view that a
moderate recovery in the U.S. residential housing market in 2011
could enable Realogy to get to 1x EBITDA interest coverage over
the next one or two years, and maintain an otherwise manageable
liquidity position with adequate cash balances and revolver
availability.  Furthermore, S&P expects Realogy to hold meaningful
excess cash balances following the proposed transactions, which
should provide some cushion in the event the pace of recovery is
somewhat slower than S&P anticipates.


REALOGY CORP: Moody's Puts 'B1' to Amended 1st Lien Facility
------------------------------------------------------------
Moody's Investors Service assigned a B1 to the proposed amended
first lien credit facility of Realogy Corporation.  Moody's
concurrently affirmed the Caa2 Corporate Family Rating and Caa3
Probability of Default Rating, upgraded the Speculative Grade
Liquidity Rating to SGL-3 from SGL-4, and changed the rating
outlook to positive from stable.

Realogy has proposed a three year extension of up to $608 million
of the revolving credit facility, up to $2.5 billion of the term
loan facility and its synthetic letter of credit facility.  The
proposed amendment and extension of Realogy's first lien credit
facility is contingent upon (i) approval by a majority of credit
facility lenders; (ii) the closing of a secured debt financing
with no less than $700 million of gross proceeds; and (iii) the
use of the proceeds from the secured debt financing to repay
extended term debt.  The refinancing also contemplates that
$142 million of extended revolving credit facility loans will be
automatically converted into extended term loans.  The maximum
extended credit facility balances assume $700 million of secured
debt financing and the conversion of $138 million of extended
revolving credit facility loans into extended term loans.  These
amounts are subject to change.  The upgrade of the SGL rating and
the positive outlook are contingent upon the completion of the
proposed refinancing.

The credit facility is also expected to be amended to, among other
things, allow for the issuance of the proposed debt financing and
carve out the proposed secured debt financing from the definition
of secured debt.  The proposed secured debt financing is expected
to provide for liens on substantially all of the company's
domestic assets and 65% of the stock of foreign subsidiaries.  The
liens will be junior to the liens securing the first lien credit
facility but senior to the liens securing the second lien term
loans.

Moody's assigned the following ratings (LGD assessments):

  * Up to $608 million amended senior secured revolving credit
    facility due 2016, B1 (LGD 1, 7%)

  * Up to $2.5 billion senior secured term loan due 2016, B1 (LGD
    1, 7%)

  * Senior secured synthetic letter of credit facility due 2016,
    B1 (LGD 1, 7%)

The following rating was upgraded:

  * Speculative grade liquidity, to SGL-3 from SGL-4

The following ratings were affirmed (LGD assessments revised):

  * Senior secured revolving credit facility due 2013, B1 (to LGD
    1, 7% from LGD 2, 10%)

  * Senior secured term loan due 2013, B1 (to LGD 1, 7% from LGD
    2, 10%)

  * Senior secured synthetic letter of credit facility due 2013,
    B1 (to LGD 1, 7% from LGD 2, 10%)

  * $650 million 2nd lien term loan due 2017, Caa2 (to LGD 3, 34%
    from LGD 3, 32%)

  * $492 million 11.5% senior unsecured notes due 2017, Caa3 (to
    LGD 3, 44% from LGD 3, 43%)

  * $130 million 12% senior unsecured notes due 2017, Caa3 (to LGD
    3, 44% from LGD 3, 43%)

  * $64 million senior unsecured cash pay notes due 2014, Caa3 (to
    LGD 3, 44% from LGD 3, 43%)

  * $49 million senior unsecured toggle notes due 2014, Caa3 (to
    LGD 3, 44% from LGD 3, 43%)

  * $2.1 billion 11% senior subordinated convertible notes due
    2018, Ca (to LGD 5, 70% from LGD 4, 69%)

  * $190 million senior subordinated notes due 2015, to Ca (LGD 5,
    70% from LGD 4, 69%)

  * Corporate family Rating, Caa2

  * Probability of Default Rating, Caa3

The upgrade of the Speculative Grade Liquidity Rating to SGL-3
from SGL-4 reflects increased covenant headroom pro forma for the
refinancing and increased balance sheet cash as a result of the
$142 million in additional term loan borrowings.  If the
refinancing is completed, headroom under the net secured leverage
covenant in the credit facility will increase as a result of the
repayment of extended term debt with the proceeds from the
proposed secured debt financing.  The proposed amendment to the
first lien credit facility excludes the proposed secured debt
financing from the definition of secured debt.  Pro forma for the
refinancing, Moody's expects an adequate liquidity profile over
the next four quarters with moderate projected covenant headroom
and adequate availability under the revolving credit facility.
Although the proposed refinancing improves the debt maturity
profile, interest expense will increase by about $60 million and
free cash flow from operations should be solidly negative over the
next year.

The Caa2 Corporate Family Rating and Caa3 Probability of Default
Rating reflects very high leverage, negative free cash flow and
uncertainty regarding the timing and strength of a recovery of the
residential housing market in the US.  Moody's expects Debt to
EBITDA of about 14 times for the 2010 calendar year.  Despite the
recently completed and proposed improvements to the debt maturity
profile, the Caa2 CFR continues to reflect Moody's view that
current debt levels are unsustainable and that a substantial
reduction in debt levels will be required to stabilize the capital
structure.  Assuming a recovery in the housing market over the
next two years, the balance sheet could be restructured through a
conversion of the $2.1 billion of subordinated debt into equity in
conjunction with an equity offering.  The ratings are supported by
the company's leading market positions, strong brands, solid
EBITDA margins and the potential for EBITDA growth upon a recovery
in the housing market.

The positive outlook reflects the improved debt maturity profile
pro forma for the refinancing and anticipates moderate Adjusted
EBITDA growth in 2011.  Profitability growth will be driven by
modest improvement in the top line and the realization of cost
reductions initiated in 2010.

The ratings could be upgraded if home sale volume or pricing
rebounds solidly in 2011 or 2012 leading to strong growth in
Adjusted EBITDA, improved credit metrics and liquidity.  A balance
sheet restructuring that meaningfully reduces leverage could also
lead to an upgrade.  The ratings or outlook could be pressured if
the housing market downturn continues into 2011 leading to a
material decline in Realogy's profitability and liquidity.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry published in October 2010,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Realogy Corporation is a leading global provider of real estate
and relocation services.  Realogy is substantially owned and
controlled by an affiliate of Apollo Management, L.P. (Apollo),
and reported revenues of about $4.2 billion in the twelve months
ended September 30, 2010.


RICKLAND DIRECT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rickland Direct, LLC
        3405 Commerce Road
        Richmond, VA 23234

Bankruptcy Case No.: 11-30276

Chapter 11 Petition Date: January 17, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Lee Robert Arzt, Esq.
                  8900 Three Chopt Road
                  Richmond, VA 23229
                  Tel: (804) 282-9722
                  E-mail: Arztlaw@aol.com

Estimated Assets: Not Indicated

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 Fletcher Rick, Jr., president/manager.


ROMA'S ET: 2 Wisconsin Restaurants in Chapter 11
------------------------------------------------
Roma's ET Inc., doing business as Roma's Ristorante & Lounge in
East Troy, Wisconsin and a related affiliate, Roma's II Pizza &
Pasta in Waterford, have filed for Chapter 11 protection.

Roma's is an Italian restaurant and banquet hall.

The Business Journal, in Milwaukee, reported that each company
estimated less than $50,000 in assets and between $100,000 and
$500,000 in liabilities.

Roma's ET, the Journal relates, listed We Energies; Greco & Sons,
a Milwaukee pizza supply company; CJW Inc., a Racine beverage
distribution company; Citibank; and Shawn Johnson as some of its
largest creditors.

Roma's ET Inc., filed for Chapter 11 on Jan. 6, 2011 (Bankr. E.D.
Wis. Case No. 11-20163).
See http://bankrupt.com/misc/wieb11-20163.pdf


ROSELAND VILLAGE: Seeks Bankruptcy to Protect Project
-----------------------------------------------------
Wes Hester at Richmond Times-Dispatch reports that Roseland
Village LLC filed for Chapter 11 bankruptcy after its financing
was not renewed by its lenders led by Franklin Federal Savings
Bank.

"Right now, we've got to protect the project from having the
creditors seize the valuable collateral, the land," said Casey
Sowers, one of the project's developers and a member of the
Company.

Roseland Village LLC is a limited liability company that owns a
342-acre portion of the Roseland project in northwest
Chesterfield, Virginia.  It filed for Chapter 11 protection on
Jan. 13, 2011 (Bankr. E.D. Va. Case No. 11-30223).  Bruce E.
Arkema, Esq., at Durrettebradshaw, PLC, represents the Debtor in
its Chapter 11 effort.  The Debtor estimated assets and debts of
$10 million to $50 million in its Chapter 11 petition.


SAFETY-KLEEN SYSTEMS: S&P Assigns 'B+' Corp. Rating, Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and negative outlook to Plano, Texas-based Safety-
Kleen Systems Inc.  At the same time, S&P assigned its 'BB-' issue
ratings and '2' recovery ratings to the Company's senior secured
credit facility.  The credit facility consists of a $100 million
revolving credit facility due Aug. 3, 2012, a $48 million letter
of credit facility due Aug. 2, 2013, and a $230 million term loan
($221 million remaining at Oct. 2, 2010) also due Aug. 2, 2013.
The '2' recovery rating indicates its expectation of substantial
recovery (70%-90%) in the event of a payment default.

"The ratings on Safety-Kleen Systems Inc. reflect the Company's
aggressive financial risk profile, marked by Safety-Kleen's equity
ownership by financial sponsors, uncertainty with respect to
future financial policy, and meaningful pending debt maturities,"
said Standard & Poor's credit analyst James T. Siahaan.  "It is
our view that a leveraging transaction such as a dividend
recapitalization or sale of the business to another equity sponsor
within the next few years is possible, given the absence of
shareholder rewards since 2006."

Safety-Kleen is a leading provider of industrial cleaning services
(26% of sales), oil recycling and re-refining services (44%), and
various environmental services (30%).  From the Company's
integrated network of more than 200 service facilities in North
America, Safety-Kleen provides management of hazardous and
nonhazardous wastes for customers in the industrial, automotive,
government, and other business sectors.

Safety-Kleen emerged from Chapter 11 bankruptcy protection in
December 2003.  The predecessor Company had filed for Chapter 11
in June 2000 following accounting irregularities that contributed
to a shortfall in liquidity, leading to the default.

The outlook is negative.  "In our view, Safety-Kleen's financial
policy presents risk to the Company's financial risk profile,"
said Mr. Siahaan.

The negative outlook also incorporates refinancing risk related to
the Company's senior secured credit facilities.  These factors are
partially offset by the consistency in demand for Safety-Kleen's
products and services, free cash generation, and adequate
liquidity.  The current ratings also assume that the Company's
environmental liabilities will not increase significantly and
that any related cash outlays will remain manageable.


SCHUTT SPORTS: Creditors' Proofs of Claim Due February 14
---------------------------------------------------------
NetDockets reports that Judge Kevin Carey of the Delaware
bankruptcy court signed an order which sets deadlines for the
filing of proofs of claim against Schutt Sports, Inc. (which is
now known as SSI Liquidating, Inc.) and its affiliates.

According to the report, Judge Carey's bar date order requires
that creditors asserting most claims arising before Schutt's
September 2010 bankruptcy file proofs of claim on or before
February 14, 2011 at 5:00 p.m. (Eastern).  The report relates that
proofs of claim must be actually received by that time, not merely
postmarked before that date, in order to be validly filed. All
claims for administrative expenses arising under section 503(b)(9)
of the Bankruptcy Code must also be filed by the same deadline.

The governmental unit bar date is March 14, 2011 at 5:00 p.m.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s chapter 11 estate changed its
name to SSI Liquidating, Inc.


SEALY CORP: Reports $13.7-Mil. Net Loss in Fiscal 2010
------------------------------------------------------
Sealy Corporation announced results from continuing operations for
its fourth quarter and full fiscal year 2010.  Unless otherwise
noted, the reported financial data pertains to Sealy's continuing
operations, which excludes its discontinued operations in Europe
and Brazil.

                 Fiscal 2010 4th Quarter Results

Net sales for the fourth fiscal quarter were $296.6 million, an
increase of 0.4% compared to the same prior year period.

Gross profit for the fourth fiscal quarter increased by $1.5
million to $122.9 million from the prior year quarter.  Gross
margin increased by 35 basis points to 41.4%.

Income from operations for the fourth fiscal quarter increased by
$9.1 million to $28.9 million.  The increase was driven primarily
by reductions in SG&A expenses.

Net income from continuing operations for the fourth quarter was
$3.5 million or $0.03 per diluted share, compared to $2.8 million
or $0.02 per diluted share in the prior year quarter.  The
corresponding share counts for 2010 fourth quarter EPS and 2009
fourth quarter EPS were 296.2 million and 278.4 million,
respectively.

Adjusted EBITDA for the fourth fiscal quarter increased 13.7% to
$39.9 million from $35.1 million.  Adjusted EBITDA margin
increased to 13.4%, compared to 11.9% in the prior year period.

"The series of strategic actions we implemented in the fourth
quarter has enabled us to build an even stronger foundation for
future growth and improving financial performance.  During the
quarter, we completed the development of the Next Generation
Posturepedic line, which we will introduce at the upcoming Las
Vegas Market on January 24.  We also completed the rollout of the
Sealy Branded Promotional line, which exceeded our initial slot
goals.  In addition, we continued to drive placement of our Embody
line.  Finally, we reorganized our international business through
a divesture of our Europe segment, SAPSA, as well as our Brazilian
operations and have transitioned our business in these locations
to license arrangements.  These transactions will enable us to
better focus our resources on the areas with the greatest growth
opportunities," stated Larry Rogers, Sealy's President and Chief
Executive Officer.

Total U.S. net sales decreased 3.6% to $224.6 million from the
fourth quarter of fiscal 2009.  Wholesale unit volume decreased
1.7%, while wholesale average unit selling price decreased 1.8% on
a year-over-year basis.  The decrease in unit volume is primarily
attributable to lower sales related to the company's Posturepedic
line, partially offset by the growth of its Sealy branded
promotional line.  The decrease in wholesale average unit selling
price is due to the company's response to competitive pressure
including a growing mix of Sealy branded products.

International net sales increased $9.5 million, or 15.2%, from the
fourth quarter of 2009 to $72.0 million.  Excluding the effects of
currency fluctuation, international net sales increased 11.4% from
the fourth quarter of 2009.  This increase was primarily due to
increased sales in the Canadian market driven by strategic
promotional activity and the success of the company's Stearns &
Foster line.  Canadian unit volume for the quarter increased 12.5%
from the comparable prior year quarter.

Gross profit for the fourth fiscal quarter increased by $1.5
million to $122.9 million from the prior year quarter.  Gross
margin increased by 35 basis points to 41.4%, driven primarily by
gains in our international businesses and increased operating
efficiencies.  U.S. gross profit margin decreased 72 basis points
to 40.8%.  The decrease in percentage of net sales was driven
primarily by higher discounting on products that are at the end of
their life cycle, and an increasing mix of Sealy branded
promotional product, as well as the impact of inflation on
material costs.  Offsetting these decreases were improvements in
operational efficiencies as well as gains in our international
businesses.

Selling, general, and administrative (SG&A) expenses were $99.0
million for the fourth quarter of fiscal 2010, a decrease of $5.8
million versus the comparable period a year earlier.  The decrease
was primarily due to a reduction in compensation and expected
defined contribution plan payments.

Net income from continuing operations for the fourth quarter was
$0.03 per diluted share.  Net loss from discontinued operations
for the period was $(0.03) per diluted share.  Included in the net
loss from discontinued operations, are the operational results
related to the European and Brazilian businesses and the related
losses on disposition.  Net loss for the fourth fiscal quarter was
$0.00 per diluted shares.  For further information on the
calculation of diluted shares, please see the attached
Reconciliation of Fully Diluted Sharecount schedule.

                    Fiscal 2010 Full Year Results

Net sales for the fiscal year ended November 28, 2010 increased
3.8% to $1,219.5 million from $1,174.6 million for the prior
fiscal year.  Gross profit was $509.5 million, or 41.8% of net
sales, versus $487.5 million, or 41.5% of net sales, for the prior
fiscal year.  Net income from continuing operations was $24.7
million.  Net loss from discontinued operations was $(38.4)
million.  Net loss for the fiscal year was $(13.7) million.
Adjusted EBITDA increased 6.5% to $177.9 million, or 14.6% of net
sales, from $167.0 million, or 14.2% of net sales, compared to the
prior fiscal year.

As of November 28, 2010, the Company's debt net of cash was $686.0
million and Net Debt to Adjusted EBITDA ratio (excluding the
Convertible Payment In Kind Notes) was 2.84x.

"We were pleased to deliver positive year over year sales and
Adjusted EBITDA growth in 2010, despite a difficult retail
environment.  As we look forward into 2011, we are focused on a
successful launch of the Next Generation Posturepedic line,
driving performance from our 2010 product launches, replenishing
our innovation pipeline, and making investments to strengthen our
brand.  With new and innovative product across our entire
portfolio we believe we are well positioned to drive improved
sales and Adjusted EBITDA growth for 2011," concluded Mr. Rogers.

                Results from Continuing Operations

During the quarter, the company divested the assets of its
manufacturing operations in France and Italy, which represented
all of the assets in its Europe segment.  In addition, the company
discontinued manufacturing operations in Brazil.  The company has
transitioned to a license arrangement with third parties in both
of these markets.  These businesses are accounted for as
discontinued operations, and accordingly, the company has
reclassified its financial data for all periods presented to
reflect these actions.  Unless otherwise noted, the reported
financial data pertains to Sealy's continuing operations.

                         Non-GAAP Measures

Within the information above, Sealy provides information regarding
Adjusted EBITDA and Adjusted EBITDA Margin which are not
recognized terms under GAAP and do not purport to be alternatives
to operating income or net income as a measure of operating
performance or to cash flows from operating activities as a
measure of liquidity.  The Company presents Adjusted EBITDA,
because the covenants contained in its senior debt agreements are
based upon these measures and Adjusted EBITDA is a material
component of those covenants.  Additionally, management uses
Adjusted EBITDA to evaluate the Company's operating performance.
The Company also present Adjusted EBITDA margin, which is Adjusted
EBTIDA reflected as a percentage of net sales because the Company
believes that this measure provides useful incremental information
to investors regarding the Company's operating performance.
Additionally, these measures are not intended to be measures of
available cash flow for management's discretionary use, as these
measures do not consider certain cash requirements such as
interest payments, tax payments and debt service requirements.
Because not all companies use identical calculations, this
presentation may not be comparable to other similarly titled
measures of other companies.  A reconciliation of Adjusted EBITDA
and Adjusted EBITDA Margin to the Company's net income is provided
in the attached schedule.

Additionally, the Company provides certain information on a
constant currency basis which reflects a comparison of current
period results translated at the prior period currency rates.
This information is provided because the Company believes that it
provides useful incremental information to investors regarding our
operating performance.

                          Conference Call

The Company will hold a conference call today to discuss its
fiscal fourth quarter and full year 2010 results at 5:00 p.m.
(Eastern Standard Time).  The conference call can be accessed live
over the phone by dialing 1-877-941-2068, or for international
callers, 1-480-629-9712.  A replay will be available one hour
after the call and can be accessed by dialing 1-877-870-5176, or
for international callers, 1-858-384-5517.  The passcode for the
live call and the replay is 4398120.  The replay will be available
until January 20, 2011.

Interested investors and other parties may also listen to a
simultaneous webcast of the conference call by logging onto the
Investors section of the Company's Web site at
http://www.sealy.com/The on-line replay will be available for a
limited time beginning immediately following the call in the
Investors section of the Company's Web site.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company's balance sheet at Aug. 29, 2010, showed
$964.88 million in total assets, $206.78 million in total current
liabilities, $749.66 million in long-term obligations,
$58.00 million in other liabilities, $875,000 in deferred income
tax liabilities, and a stockholders' deficit of $95.43 million.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SIDDHI HOSPITALITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: SIDDHI Hospitality, LLC
        1228 S Slate Canyon Dr
        Provo, UT 84606

Bankruptcy Case No.: 11-20549

Chapter 11 Petition Date: January 17, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Tyler J. Jensen, Esq.
                  LEBARON & JENSEN, P.C.
                  476 West Heritage Park Blvd., Suite 104
                  Layton, UT 84041
                  Tel: (801) 773-9488
                  Fax: (801) 773-9489
                  E-mail: tylerjensen@lebaronjensen.com

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

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 Harshadrai M. Patel, president/manager-
member.


SONRISA PROPERTIES: Compass Plan Proposes Auction of Assets
-----------------------------------------------------------
Compasss Bank has filed a disclosure statement explaining its
proposed Plan of Liquidation, as twice amended, for Sonrisa
Properties, Ltd.  Compass Bank, the Debtor's largest secured
creditor, is owed a principal balance of roughly $7,100,000 plus
accrued interest exceeding $800,000.

The Plan provides for the sale of the Property via an auction to
take place within 120 days of the Effective Date of the Plan.  The
Auction will be conducted by Auction Resolutions dba Tranzon
Auction Resolutions, a Texas limited liability company based in
Cypress, Texas.

The Property will be sold at Auction via one or more cash sales
and/or a credit bid sale.  Net Sales Proceeds will be distributed
by the Disbursing Agent in accordance with the Plan.  The
Disbursing Agent will also liquidate any remaining assets and
distribute Other Liquidation Proceeds and Pre-Confirmation
Remaining Sale Proceeds in accordance with the Plan.

Under the Plan of Compass Bank, each holder of a unsecured claim
under Class 5 will receive (in full satisfaction of such Allowed
Claim) its pro rata share of (a) Net Sale proceeds after payment
in full of Allowed Claims in Classes 1-4 and funding of the
Disbursing Agent Reserve, and (b) Other Liquidation Proceeds plus
interest at the Federal Judgment Interest Rate from the Petition
Date until the date of payment.  The distribution to holders of
Allowed Class 5 Claims will in the aggregate be no less than (i)
the General Unsecured Minimum Payment, and (ii) any portion of the
Unsecured Priority Tax Minimum Payment remaining after payment of
Allowed Class 2 Claims.

Compass Bank projects that each Unsecured Creditor would receive
at least 10% of its Allowed Claim under the Plan.  If there is
insufficient cash sales proceeds to fund these payments, they
would be paid directly by Compass Bank.

The Plan proposes the following treatment for the various claims
and interests in the Debtors:

Class 1. Administrative Claims.  Unimpaired.  Administrative
        Claims will be paid in cash, in full, on the Effective
        Date of the Plan.

Class 2. Priority Tax Claims.  Impaired.  Each holder of an
        Allowed Class 2 Priority Tax Claim will receive its pro
        rata share of the New Sale Proceeds and Pre-Confirmation
        Remaining Sale Proceeds, after payment in full of Allowed
        Claims in Classes 1, 3 and 4.  The distribution to holders
        of Allowed Class 2 Claims will in the aggregate be no less
        than the Unsecured Priority Tax Minimum Payment.

Class 3. Secured Ad Valorem Tax Claims.  Impaired.  The tax claims
        for years prior to 2010 were paid at the closing relating
        to the sale to Galveston County and to APAAR Hotel, LLC.
        Taxes for 2010 are not yet past due.

Class 4. Secured Claim of Compass Bank.  Impaired.  The holder of
        the Allowed Class 4 Claim will receive (in full
        satisfaction of such Allowed Claim): (a) in the event of a
        cash sale - all of the Net Sale Proceeds and Pre-
        Confirmation Remaining Sale Proceeds less (i) an amount
        equal to all Allowed Class 1 Claims, (ii) an amount equal
        to all Allowed Class 3 Claims, and (iii) an amount equal
        to the General Unsecured Minimum Payment, the Unsecured
        Priority Tax Minimum Payment, and the Disbursing Agent
        Reserve; (b) in the event of a credit bid sale - any
        portion of the Property sold via credit bid, plus the Pre-
        Confirmation Remaining Sale Proceeds less (i),(ii) and
        (iii) above.

Class 5. General Unsecured Non-Priority Claims.  Impaired.
        Including the disputed claim of Affinity Bayview I, Ltd.
        ($12,176.47), the total outstanding obligations to Class 5
        creditors amount to $344,487.32.  Class 5 claims will
        receive distributions as above stated.

Class 6. Equity Interests.  Impaired.  Interests in the Debtor
        will not receive any payments under the Plan unless and
        until Creditors in Classes 1 through 5 are paid in full.

A copy of the Compass Bank Second Amended Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Sonrisa.2ndAmendedCompassDS.pdf

                     About Sonrisa Properties

League City, Texas-based Sonrisa Properties, Ltd., owns roughly 4
acres of unimproved real property in League City, Galveston
County, Texas located on/near the Gulf Freeway at the FM 646
intersection.  The Company filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-
80012).  Karen R. Emmott, Esq., who has an office in Houston,
Texas, assists the Company in its restructuring effort.  The
Company disclosed $21,098,818 in assets and $8,420,540 in
liabilities as of the Petition Date.


SONRISA PROPERTIES: Confirmation Hearing on Mgt. Plan on Feb. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered on January 4, 2011, its order approving the disclosure
statement explaining the proposed Chapter 11 plan, as amended, by
Sonrisa Properties, Ltd. on November 3, 2010.

The Court set February 15, 2011, as the last day for filing
written acceptances or rejections of the Plan.  The Court set
February 8, 2011, as the last day for filing and serving written
objections to confirmation of the Plan.  The Court fixed February
22, 2011, at 10:30 a.m. for the hearing on confirmation of the
First Amended Plan.

According to the Disclosure Statement, the Plan proposes (1) to
obtain financing from a third party ($4,750,000 from Briar Capital
Group) in order to restructure the Compass Bank indebtedness over
a five year term; (2) subordinate the first lien position of
Compass by granting Briar Capital Group a first lien position in
the collateral; and (3) a payout to holders of undisputed and
allowed unsecured claims after payment in full to Briar Capital
Group and Compass.

Pursuant to the Plan, Compass will partially release its lien as
properties are sold and receive $1.30 per square foot for any
property for which a partial release is requested.  100% of net
proceeds remaining from any sale will be first applied to the
Briar Note until the Briar Note is paid in full.

Randal M. Hall, the president of the Debtor's general partner,
will disburse all plan funds.

                     About Sonrisa Properties

League City, Texas-based Sonrisa Properties, Ltd., owns roughly 4
acres of unimproved real property in League City, Galveston
County, Texas located on/near the Gulf Freeway at the FM 646
intersection.  The Debtor filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Texas Case No.
10-80012).  Karen R. Emmott, Esq., who has an office in Houston,
Texas, assists the Company in its restructuring effort.  The
Company disclosed $21,098,818 in assets and $8,420,540 in
liabilities as of the Petition Date.


SPARKLEBERRY EB: Land Auction Scheduled for Feb. 23, 2011
---------------------------------------------------------
A 15-acre tract of East Beach land next to the Plaisade Palms in
Galveston, Texas, will be auctioned to the highest bidder on
Wednesday, February 23, 2011, at 2:00 p.m.  The actions will be
held Houston, Texas.  Further details about the auction are
available at http://www.auctiongalveston.com/

The propoerty is owned by Sparkleberry EB, LLC.  Sparkleberry has
submitted a Plan of Reorganization premised on the auction and
sale of this property.   As reported in the Troubled Company
Reporter on October 19, 2010, Whitney Bank, N.A., is a qualified
bidder for the auction and may submit a credit bid up to the
amount of its secured claim.

The Debtor will pay the unsecured debt from the auction proceeds
only after payment in full of all secured claims and costs of the
sale.

The remaining class are the members of the Sparkleberry will
retain their ownership of the company and enjoy a return for their
investment only if funds exist after full satisfaction of the debt
to creditors.

A full-text copy of the Debtor's Plan and Disclosure Statement are
available for free at http://bankrupt.com/misc/Sparkleberry_DS.pdf

                   About Sparkleberry EB, LLC

Houston, Texas-based Sparkleberry EB, LLC, is a limited liability
company organized under the laws of the State of Texas for the
purpose of development land on Galveston East Beach.  The Company
filed for Chapter 11 bankruptcy protection on July 5, 2010 (Bankr.
S.D. Tex. Case No. 10-80395).  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, assists the Debtor in its restructuring
effort.  The Company disclosed $32,000,601 in assets and
$3,545,374 in liabilities.


STILLWATER MINING: 2010 Yield at High End of Estimates
------------------------------------------------------
Stillwater Mining Company announced that its mined production of
palladium and platinum totaled 485,100 ounces for the full year
2010.  This was at the high end of the Company's most recent
guidance (475,000 to 485,000 ounces) and in particular reflected
excellent performance for the year at the East Boulder Mine.  As
announced previously, Stillwater Mine has struggled with lower-
than-planned ore grades and some intermittent operational
challenges throughout much of 2010, especially in the off-shaft
area of the mine, which historically has produced much higher ore
grades.

  Mined Ounces        Q1       Q2       Q3      Q4     Full Year
  ------------        --       --       --      --     ---------
Stillwater  Mine    96,300   79,200   89,600   86,600   351,700
East Boulder Mine   32,700   33,400   32,800   34,500   133,400
------------       ------   ------   ------   ------  ---------
Company Total     129,000  112,600  122,400  121,100   485,100

The table shows the Company's combined quarterly production of
palladium and platinum for each mine by calendar quarter during
2010.  By way of comparison, the Company's combined total mine
production of palladium and platinum in 2009 totaled 529,900
ounces, including 393,800 ounces from the Stillwater Mine and
136,100 ounces from the East Boulder Mine.

Mined tons fed to the mill during 2010 averaged 2,127 tons per day
at the Stillwater Mine and 1,097 tons per day at the East Boulder
Mine.  The corresponding mill feed rates for 2009 were 2,129 tons
per day at Stillwater and 1,116 tons per day at East Boulder.
These steady productivities make it clear that the variation in
ounce production between 2009 and 2010 was essentially all
attributable to differences in realized ore grades.

Commenting on these results, Frank McAllister, the Company's
chairman and CEO, noted, "While obviously the Company's mined
ounce production declined in 2010 relative to the prior year, I am
encouraged that mining productivities, measured in mill feed tons
per day, continued strong in 2010.  Average realized ore grades
will vary depending on the active region of the mine and on the
specific mix of stopes that are available to mine at any point in
time, but maintaining mining productivity is key to the long-term
performance of these properties.  In our 2011 mine planning, we
have had the opportunity to focus carefully on the mix of ore
grades available -- in particular we intend to resume mining on
the east side of the Stillwater Mine, which characteristically has
had stronger ore grades, albeit often with more difficult ground
conditions.  Additionally we will increase our spending on
infrastructure development underground at both mines in 2011,
which should make additional mining stopes available in future
periods and so increase our flexibility to shift among mining
areas and better balance our average realized grade."

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Sept 30, 2010, showed
$778.23 million in total assets, $287.90 million in total
liabilities, and stockholders' equity of $490.33 million.

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


STONE & STANT: Files for Chapter 11 to Avoid Shutdown
-----------------------------------------------------
Dover, Delaware-based Stone & Stant, Inc., filed for Chapter 11
protection on Jan. 18, 2011 (Bankr. D. Del. Case No. 11-10147).
Affiliate RS & JS Limited Partnership also filed a Chapter 11
petition (Bankr. D. Del. 11-10149).

S&S was created in 1984 for the purpose of operating a restaurant
located in Dover, Delaware.  S&S owns numerous pieces of
restaurant equipment, furniture and fixtures.  S&S is also the
owner of a small parcel of real property adjacent to the
restaurant location which is used as a parking lot.  On
September 24, 1999, S&S entered into a franchise agreement with
Pizzeria Uno Corporation, and currently operates a Pizzeria Uno
Chicago Grill at its restaurant location.

RJLP was created in 1984 for the purpose of purchasing the real
property and improvements where the restaurant business is
located, consisting of approximately 1.5 acres.  S&S pays RJLP
rent for occupying the premises.

Each of the entities estimated assets and debts of $1 million to
$10 million in its Chapter 11 petition.  As of the Petition Date,
the Debtors were obligated under a secured business loan with Fox
Chase Bank for $1.2 million.  Substantially all of the Debtors'
assets are pledged to secure this debt.  The Debtors are also
obligated under a security agreement with the U.S. Small Business
Administration for roughly $657,000.  The SBA maintains a first
priority security interest the Debtors' equipment assets as of the
Petition Date only.  Fox Chase has a first priority position in
all other assets, and holds a second position with respect to the
Debtors' equipment.  The Debtors' unsecured debt is approximated
to be about $385,000.

John W. Stant, Jr., president of S&S, says the Debtors have
historically operated at a profit.  "However, beginning in 2008
and continuing through 2010, the state of the nation's economy
meant a drop-off in revenues.  This downturn has also affected the
revenue obtained during the weeks of the two Nascar races held in
Dover, DE, which typically brought in significant revenues.  In
addition, the Debtors' businesses were negatively affected by the
recent bankruptcy filing of Pizzeria Uno Corporation.  As part of
its emergence from bankruptcy, Pizzeria Uno Corporation initiated
an increase in prices and fees which the Debtors' have been unable
to sustain.  For example, the menu changes at the corporate level
have lowered the check average by $0.50 per check.  Recently, the
Debtors' franchisor has sent S&S notice that it intends to
terminate the franchise agreement, which would result in an
immediate shut-down of operations," Mr. Stant said.

"It is my belief that the Debtors are profitable companies and
could be reorganized provided that their debt could be
restructured in such a way as to be fair to all creditors and
avoid the shutdown of the company's operations."


SUPERVALU INC: S&P Cuts Corporate Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eden
Prairie, Minn.-based SUPERVALU Inc., including its corporate
credit rating to 'B+' from 'BB-'.  The outlook remains negative.

S&P's rating action reflects SUPERVALU's lack of progress in
improving sales, declining profitability and weakening credit
protection measures," said Standard & Poor's credit analyst Ana
Lai.

The ratings on SUPERVALU reflect its opinion that the Company's
sales and margins will remain under pressure due to the intensely
competitive nature of the food retailing industry as well as its
lack of progress in turning around its declining sales.  S&P
attributes the latter to ineffective promotions and pricing
strategies.  The rating also incorporates its expectations that
credit measures will continue to deteriorate in fiscal 2012 due to
declining cash flow despite ongoing debt reduction.

SUPERVALU's operating results for the third quarter ended Dec. 4,
2010 were below its expectations and the consolidated identical
(ID) sales trend continued to underperform its peers.  Retail
sales declined 7.7%, reflecting a 4.9% drop in ID sales and the
impact of market exits.  S&P attributes these declines to economic
weakness, competitive pressure, and low food inflation.  Gross
margin declined 90 basis points (bps), largely due to ineffective
promotions causing a 60-bp decline.  Operating margin narrowed to
6.4% for the 12 months ended Dec. 4, 2010, compared to 7.0% a year
ago.


TAYLOR BEAN: Seeks to Adjourn Plan Confirmation Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. has asked a
bankruptcy judge to adjourn the hearing scheduled for January 19
to confirm the Chapter 11 plan.  The Company said there have been
discussions with objecting creditors, and it is "cautiously
optimistic" that some objections have been resolved.  Taylor Bean
didn't suggest a new date for plan approval in its filing.

According to Mr. Rochelle, the Disclosure Statement says assets
to be administered under the Plan eventually will total from
$322 million to $521 million.  After claims with higher priority
are paid, between $264 million and $354 million will remain to pay
unsecured creditors, which hold more than $8 billion in claims.
Unsecured creditors are expected recover between 3.3% and 4.4%,
according to the Disclosure Statement.

As reported in the Troubled Company Reporter on September 27, the
Plan proposed by the Debtor and the Official Committee of
Unsecured Creditors contemplates the formation of a single
liquidating trust for the benefit of creditors, which will succeed
to all assets of the Debtors.  The Plan trustee will, among other
things, liquidate the non-cash assets transferred to the plan
trust, reconcile claims against the Debtors, make distributions to
holders of allowed claims, and wind down the Chapter 11 cases and
the Debtors' respective estates.

In addition, the Plan provides for the establishment of a cash
reserve for disputed claims within any particular class.  The
process of distributing cash under the Plan will be completed over
time.

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

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TECH REALTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tech Realty Developers, Inc.
        300 East 54th St., Unit 23BC
        New York, NY 10022

Bankruptcy Case No.: 11-10134

Chapter 11 Petition Date: January 17, 2011

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

Debtor's Counsel: Robert L. Reda, Esq.
                  ROBERT L. REDA P.C.
                  1 Executive Boulevard, Suite 201
                  Suffern, NY 10901
                  Tel: (845) 357-5555
                  Fax: (845) 357-3333
                  E-mail: rreda@redalaw.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 Michael J. Mazzeo, Jr., president.


THERMOENERGY CORP: Promissory Note Holders Forbear Until 2012
-------------------------------------------------------------
ThermoEnergy Corporation on January 7, 2011, entered into Note
Amendment and Forbearance Agreements, effective as of January 4,
2011, with holders of its Convertible Promissory Notes due May 31,
2010:

     -- BancBoston Ventures, Inc.;
     -- BCLF Ventures I, LLC;
     -- Essex Regional Retirement Board;
     -- Massachusetts Technology Development Corporation; and
     -- Spencer Trask Specialty Group, LLC

The Old Notes were issued in July 2007 in connection with
ThermoEnergy's acquisition from the Noteholders of shares of the
preferred stock of CASTion Corporation representing, in the
aggregate, 90.31% of the total issued and outstanding shares of
CASTion's common stock on an as-converted basis.

Pursuant to the Note Amendment and Forbearance Agreements:

     (i) ThermoEnergy made an aggregate of $1,144,335.52 in
         payments against the outstanding balances of the Old
         Notes;

    (ii) the Noteholders converted an aggregate of $902,709.60
         in principal and accrued interest under the Old Notes
         into shares of ThermoEnergy's Series B Convertible
         Preferred Stock;

   (iii) ThermoEnergy issued to the Noteholders warrants for the
         purchase of an aggregate of 17,585,127 shares of
         ThermoEnergy Common Stock at an exercise price of $0.40
         per share and an aggregate of 6,018,065 shares of
         ThermoEnergy Common Stock at an exercise price of $0.30
         per share;

    (iv) ThermoEnergy amended and restated the Old Notes to read
         in the form of Amended and Restated Promissory Notes due
         February 29, 2012;

     (v) ThermoEnergy made additional cash payments to the
         Noteholders in the aggregate amount of $37,913.81; and

    (vi) the Noteholders agreed, subject to certain conditions set
         forth in the Note Amendment and Forbearance Agreements,
         to forbear until February 29, 2012, from exercising their
         rights and remedies under the Restated Notes or under the
         Stock Pledge Agreement dated as of July 2, 2007 made by
         ThermoEnergy in favor of Spencer Trask Specialty Group,
         LLC, as agent for itself and the other Noteholders,
         pursuant to which ThermoEnergy has pledged its ownership
         interest in CASTion as security for ThermoEnergy's
         obligations under the Notes.

The Restated Notes bear interest at the rate of 10% per annum --
with penalty interest at the rate of 18% per annum following
maturity or an event of default.  Installment payments -- based
on a 10-year amortization schedule -- are due on the last day of
each month beginning January 31, 2011, and continuing through
February 29, 2012, at which time the entire unpaid principal
amount of, and accrued interest on, the Restated Notes will be due
and payable.

The Restated Notes are convertible, in whole or in part, at any
time at the election of the Noteholders, into shares of
ThermoEnergy's Series B Convertible Preferred Stock at the rate of
$2.40 per share.

A full-text copy of the Company's regulatory filing is avialalbe
at http://is.gd/D4VXOS

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company's balance sheet as of September 30, 2010, showed
$7 million in total assets, $18.8 million in total current
liabilities, and a stockholders' deficit of $11.8 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Kemp & Company, a Professional Association, in Little Rock, Ark.,
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 incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities.


THOMPSON PUBLISHING: Wants Until March 21 to Propose Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Thompson Publishing Holding Co. has filed its first
exclusivity extension motion, asking for a March 21 extension for
the exclusive right to propose a Chapter 11 plan.  A hearing is
scheduled for Feb. 23 to consider the request.  Thompson said it
needs to analyze claims before pursuing confirmation of a plan.

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.  Avista Capital Partners bought a
50% stake in Thompson for $130 million in 2006.

Thompson Publishing Holding Co. Inc. and six affiliates sought
chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on Sept.
21, 2010.  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.

Thompson was authorized in November to sell the business to the
first-lien lenders in exchange for $42 million in secured debt.
In the process, $100,000 was set aside for unsecured creditors.
Thompson changed its name to TPH Seller Inc. following the sale.


TOUSA INC: Authorized to Sell Regal Oaks Rental Project
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc. was given authority from the bankruptcy
judge on Jan. 14 to sell a partially completed development known
as Regal Oaks for $6.8 million.  The project is a short-term
rental community in Osceola County, Florida, not far from the
Orlando theme parks. It has 69 completed units and 293 undeveloped
lots.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The Official Committee of Unsecured Creditors filed a Chapter 11
plan and explanatory disclosure statement for Tousa on July 16,
2010.


VALLEJO, CALIF: To Submit Bankruptcy-Exit Plan This Week
--------------------------------------------------------
Bloomberg News' Alison Vekshin and Steven Church report that the
city of Vallejo, California, filed a reorganization plan on
January 18 that would pay unsecured creditors about 5% to 20% of
their claims.  Bloomberg says the creditors, who include retirees
and former employees, will be paid $6 million over two years.

Bloomberg says the plan calls for Vallejo to spread out its
unfunded pension costs over 30 years.  The city would pay a higher
amount than what it owes for the first three years and keep
payments for the next three decades flat.

Vallejo's city council in November unanimously approved a five-
year budget blueprint that is a component of the bankruptcy-exit
plan.  Bloomberg says the plan aims to pay down $195 million in
unfunded pension obligations, trim retiree health- care premiums,
curb benefits for new workers and create a reserve fund.

The budget plan allocates $5 million for unsecured creditor
claims, which include those held by employees and retirees. About
$50 million of debt is supported by the city's general fund, its
main account.  Bloomberg relates that, under the five-year plan,
Vallejo would defer principal payments until 2013, then resume
paying bond debt at about $1 million a year.

Bloomberg notes most of the outstanding principal is held by Union
Bank NA, a unit of San Francisco-based UnionBanCal Corp., part of
Mitsubishi UFJ Financial Group Inc., Japan's biggest listed bank.

Bobby White, writing for The Wall Street Journal, says Vallejo's
proposal will be reviewed by Judge Michael McManus of U.S.
Bankruptcy Court in the Eastern District of California.  The
Journal relates the plan includes continuing with other cutbacks,
such as maintaining the city's current work force, which is
supported by the general fund budget, at 312 employees, down
nearly 40% from 2004.  The city also is aiming to establish a 5%
cash reserve of general fund revenue, or about $3.4 million, by
2015.

The Journal relates Marc Levinson, Esq., the bankruptcy attorney
representing Vallejo, said the city expected legal challenges from
some creditors, but he added the city was confident it would
prevail.  The Journal notes that since 2008, more than 1,000
claims for payment have been filed with the bankruptcy court.  Mr.
Levinson said the bankruptcy judge would likely force some
creditors to accept the city's plan or risk no repayment.

Mr. White says the scaled-down employee benefits and pensions
included in the city's proposal are being closely watched by many
municipalities whose budgets have been pressured by rising costs
and declining revenues as a result of the recession.

The Journal relates submission of the plan is the last step before
Vallejo can start to emerge from bankruptcy, which Mr. Levinson
says could commence as early as this summer.


TOWERCO FINANCE: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to TowerCo Finance LLC's proposed
$390 million credit facility.  The proposed facility consists of a
$350 million term loan B due 2017 and a $40 million revolving
credit facility due 2015.  The Company intends to use the proceeds
to repay its existing $240 million credit facility and to pay a
$150 million dividend to shareholders.  The '1' recovery rating
indicates expectations for very high (90%-100%) recovery in the
event of a payment default.

In addition, S&P affirmed the 'B+' corporate credit rating on
parent Cary, N.C.-based wireless communications tower operator
TowerCo II Holdings LLC (TowerCo).  The affirmation is based on
its expectation that adjusted leverage, at about 9.4x debt to
EBITDA based on estimated 2010 results, and pro forma for this
transaction, will decline to below 9.0x by the end of 2011.  The
outlook is stable.

"The ratings on communications tower operator TowerCo reflect, in
our opinion, the Company's highly leveraged financial profile,"
said Standard & Poor's credit analyst Naveen Sarma.  S&P considers
the Company's adjusted leverage, pro forma for the proposed
transaction, to be high at about 9.4x debt to EBITDA based on
estimated 2010 results, including its adjustments for operating
leases.  This high leverage overshadows the Company's satisfactory
business risk profile as the fifth-largest independent tower
operator in the U.S., with a total portfolio of about 3,200
towers.

TowerCo benefits from the strong underlying trends in the wireless
communications industry, specifically, continued subscriber growth
and strong per-subscriber usage.  These trends and the carriers'
need for more network coverage and capacity to accommodate demand
have translated into growth in tower usage.

"Moreover," added Mr. Sarma, "the major carriers have been
upgrading their networks to provide higher speed wireless
broadband capabilities, which generally require additional
antennae equipment and locations, both of which generate
additional tower lease revenues."


TRIBUNE CO: Chicago Tribune Acquires Naperville Magazine
--------------------------------------------------------
Chicago Tribune Media Group announced the acquisition of
Naperville Magazine from Oster Communications LLC.  Naperville
Magazine was launched in 2005 and is a controlled distribution,
monthly publication with a circulation of 30,000.  With a focus on
health, fitness, style, restaurant reviews and home features, it
is the premier community lifestyle magazine dedicated specifically
to Naperville area.

"We are thrilled to be part of the Chicago Tribune Media Group.
The synergies we will generate will drive more value and service
to the Naperville community," said Leah Rippe, Publisher of
Naperville Magazine.

Leah will report to Rich Gamble, who adds Naperville Magazine to
his current responsibilities as Publisher & General Manager of
Chicago magazine.  "This is a great addition to our portfolio,"
said Gamble.  "We're excited to extend our reach in this important
suburban area.  Naperville is a great complement to our existing
offerings and provides new targeted solutions for our advertisers
looking to reach an affluent, educated and active audience."

    The transaction was brokered by Regional Media Advisors.

               About Chicago Tribune Media Group

Chicago Tribune Media Group is a media and business services
company that publishes the Pulitzer Prize-winning Chicago Tribune.
CTMG also produces related print and interactive media serving
Chicagoland, including RedEye, Hoy, Chicago Magazine, TribLocal,
TheMash, chicagotribune.com, chicagonow.com, chicagoshopping.com
and metromix.com.  Reaching 4.8 million adults each week in the
greater Chicago area, CTMG is the leading news and information
destination in Chicagoland.

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Gerry Specto to Resign as Chief Operating Officer
-------------------------------------------------------------
Tribune Company's Chief Operating Officer, Gerry Spector, is
stepping down, according to www.thewrap.com, citing a company
memo.  Mr. Spector took over the COO post from Randy Michaels.

"Gerry has been an important part of our success, and he has been
a tireless champion of efficiency and innovation across the
company," the four-member executive council that replaced Mr.
Michaels said in a memo to employees, according to the report. "He
helped re-focus our efforts during a very difficult 2008, when the
economy took a downturn and the advertising environment became
extremely challenging.  Gerry's leadership, creativity and ability
to inspire others resulted in substantial financial improvement in
our operations in 2009 and 2010."

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRIBUNE CO: Proposes to Hire Campbell as Litigation Counsel
-----------------------------------------------------------
Tribune Co. and its units seek the Bankruptcy Court's authority to
employ Campbell & Levine, LLC, as litigation counsel, pursuant to
Section 327(a) of the Bankruptcy Code, nunc pro tunc to
December 6, 2010.

The limited purpose of the Application is to permit the Debtors to
engage Campbell & Levine as their special litigation counsel in
connection with the filing, prosecution, or settlement of three
avoidance actions already filed by the firm.  The Debtors filed or
preserved by tolling agreements approximately 220 avoidance
actions on or before the December 8, 2010, deadline for commencing
those actions.  Out of the approximately 94 complaints actually
filed by the Debtors, Campbell & Levine filed three complaints
against third parties with respect to which the Debtors' existing
Delaware counsel, Cole, Schotz, Meisel, Forman & Leonard P.C.
would not represent the Debtors out of abundance of caution due to
potential conflicts of interest.

The Debtors have selected Campbell & Levine to provide advice and
counsel relating to the avoidance actions based on Campbell &
Levine's experience in representing Chapter 11 debtors in
avoidance adversary proceedings.  The Debtors assure the Court
that any services Campbell & Levine may perform will not duplicate
those services that Cole Schotz is providing.

The Debtors will pay Campbell & Levine on an hourly basis in
accordance with the firm's ordinary and customary rates.  The
Debtors will also reimburse Campbell & Levine for all costs and
expenses incurred in connection with its representation.

Campbell & Levine's billing rates are:

  Designation               Rate/Hour
  -----------               ---------
  Partners                  $375-$500
  Associates                $225-$335
  Para-professionals        $100-$150

Mark T. Hurford, Esq., a partner at Campbell & Levine, LLC,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                      About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to
the Official Committee of Unsecured Creditors.  AlixPartners LLP
is the Committee's financial advisor.  Landis Rath Moelis &
Company serves as the Committee's investment banker.  Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
represents the Committee in connection with the lawsuit filed
against former officers and shareholders for the 2007 LBO of
Tribune.

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


TRICO MARINE: Creditors Objects to PACC's Bid for Hearing Over MOA
------------------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection the to the motion filed by PACC Offshore
Services Holdings seeking (A) immediate telephonic hearing on
dispute over a memorandum of agreement related to the sale of the
M/v Trico Mystic Vessel (B) an order enforcing the sale order and
prohibiting Trico Marine Services from withdrawing or distributing
$14.8 million in escrowed funds.

According to the Committee, Trico Marine Services agreed, without
consulting the Committee, to delay the closing while minor repairs
were being made to the vessel.  The repair of the vessel was not
completed until January 2, 2011, just 3 days beyond a cancellation
date.  PACC Offshore Services Holdings, according to the
Committee, is now is seeking to take advantage of this delay to
avoid its obligations under the sale order.

"The Committee respectfully requests that the Court deny the
Motion, direct the Debtors to distribute the sale proceeds in
accordance with the existing cash collateral order."

Trico Marine Services also filed with the U.S. Bankruptcy Court an
objection to the motion.  The Debtors assert, "PACC's failure to
close creates extreme harm and prejudice to the Debtors, without
even factoring in the cost in terms of professional fees and
company time and effort addressing the failure to close.  To
extent PACC does not close on the Sale, the Debtors are faced with
the need to seek an extension from Tidewater of its back-up bid.
Even worse, PACC's failure to close has placed the Debtors in a
catch-22 situation with Tidewater's back-up bid. Specifically,
Petrobras has indicated it will only consider an assignment of the
Debtors' agreement to Tidewater if the Debtors indicate that
Tidewater, and not PACC, may purchase the Mystic. This means the
Debtors must forego any opportunity to close with PACC. And on top
of all of this, the DIP Lenders have informed the Debtors that due
to PACC's failure to close, the Debtors are in default of the cash
collateral budget and the DIP Lenders have threatened to cut off
the Debtors' continued use of cash collateral.  Accordingly,
PACC's failure to close threatens the Debtors' use of cash
collateral and, ultimately, the viability of these Debtors."

                     Purchase Cancellation

As reported in the Troubled Company Reporter on Jan. 10, 2011,
Trico Marine Services disclosed that PACC Offshore Services
Holding Pte Ltd. ("Buyer"), on January 3, 2011, sent notice to
Trico Marine Assets, Inc. ("Seller"), of Buyer's intention to
cancel that certain Memorandum of Agreement (the "MOA") dated
November 23, 2010, regarding the sale by Seller to Buyer of the
Trico Mystic (the "Vessel").  Buyer also requested immediate
release of the purchase price (the "Sale Proceeds").

By letter dated January 6, 2010, counsel to Seller advised Buyer
of Seller's position that neither the MOA nor the related Order
entered on December 1, 2010, by the United States Bankruptcy Court
for the District of Delaware Granting Motion to Approve the Sale
of Assets Free and Clear of Liens, Claims, and Encumbrances to
Buyer (the "Order") confers upon Buyer a right to a return of the
escrowed Sale Proceeds at this time.  Seller thereby advised Buyer
that Seller is prepared to close immediately and has satisfied all
performance conditions set forth in the Agreement.  Seller
believes that any refusal to close in accordance with the Order
may be in bad faith, and Seller reserves all rights to seek any
appropriate remedy to effectuate the provisions of the Order.

Seller, however, seeks a consensual closing of the sale of the
Vessel promptly.  However, no assurance can be given whether or
when a consensual closing will be consummated.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.


TURPIN MEADOW: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Turpin Meadow Ranch, Inc.
        2320 North Second Street
        Harrisburg, PA 17110

Bankruptcy Case No.: 11-00278

Chapter 11 Petition Date: January 17, 2011

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel II

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.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 J. Herbert Fisher, Jr., president.


VALENCE TECHNOLOGY: May Offer up to $50 Million of Securities
-------------------------------------------------------------
In a Form S-3 filing with the Securities and Exchange Commission
on January 12, 2011, Valence Technology, Inc., said that it may
offer and sell from time to time, in one or more series or
issuances and on terms that the Company will determine at the time
of the offering, shares of its common stock, preferred stock,
depository shares, warrants, debt securities and units up to an
aggregate amount of $50,000,000.

Valence will provide specific terms of any offering in a
supplement to the prospectus.

These securities may be offered and sold in the same offering or
in separate offerings, to or through underwriters, dealers, and
agents, or directly to purchasers.  The names of any underwriters,
dealers, or agents involved in the sale of the Company's
securities, their compensation and any over-allotment options held
by them will be described in the applicable prospectus supplement.

Valence's common stock is listed on the NASDAQ Capital Market
under the symbol "VLNC."  Valence will provide information in any
applicable prospectus supplement regarding any listing of
securities other than shares of Valence's common stock on any
securities exchange.

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

                http://ResearchArchives.com/t/s?7225

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at Sept. 30, 2010, showed
$34.19 million in total assets, $36.92 in total current
liabilities, $28.87 million in long-term interest payable to
stockholder, $34.86 million in long-term debt to stockholder,
$118,000 in other long-term liabilities, and a stockholders'
deficit of $75.20 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology Inc.'s ability as a going concern following the
Company's fiscal 2010 results.  The Company has incurred operating
losses each year since its inception in 1989 and had an
accumulated deficit of $581 million as of March 31, 2010.  For the
fiscal years ended March 31, 2010, 2009, and 2008 the Company
sustained net losses available to common stockholders of
$23.2 million, $21.4 million, and $19.6 million, respectively.


VITRO SAB: Attachment Disputes Return to N.Y. State Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the location of some lawsuits between Vitro SAB and
bondholders is changing again, this time in the wake of a decision
by a judge in Mexico this month dismissing Vitro's reorganization
proceedings in Mexico.

Mr. Rochelle relates that in addition to involuntary Chapter 11
petitions that some bondholders filed against Vitro's U.S.
subsidiaries, bondholders had obtained attachments of property
through state courts in New York.  The attachments were aiming to
recover on the $1.2 billion of bonds in default for about two
years.

According to Mr. Rochelle, before the Mexican reorganization was
dismissed, Vitro had the attachment suits moved into the
bankruptcy court in New York.  With the Mexican reorganization
dismissed and the basis for the Chapter 15 petition in doubt,
Vitro consented last week to sending the attachments suits back to
New York state court.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of
MXN23,991 million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Secs. 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.


WATER RESOURCES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Water Resources International, Inc.
        2800 E. Chambers Street
        Phoenix, AZ 85040

Bankruptcy Case No.: 11-01188

Chapter 11 Petition Date: January 17, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.com

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

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

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

The petition was signed by Dorella J. Foletta, president.


* 24/7 Wall St. Lists Companies That May Be Gone in 2011
--------------------------------------------------------
Daily Finance's Douglas McIntyre writes that 24/7 Wall St. has
picked companies that have high odds they won't exist a year from
now.  A vanishing firm may go bankrupt and its assets sold off, it
may be closed after being bought by another company or it may
cease to exist due to a merger.

These companies include:

     (1) Saab USA

24/7 Wall St. noted that Saab is one of the few car firms that did
recover when the U.S. car market expanded last year.  Saab sales
collapsed.  24/7 Wall St. said there's no room in the American
market for tiny operator like Saab.

     (2) Office Depot

24/7 Wall St. thinks Office Depot is a strong candidate to be
taken over by one of its rivals or a broader retail chain like
Target.  24/7 Wall St. said the market is too competitive for
Office Depot to stand on its own.

     (3) Dean Foods

24/7 Wall St. believes Dean will be broken up to satisfy
debtholders and investors.

     (4) Frontier Airlines

24/7 Wall St. said Frontier is simply too small to compete in the
domestic carrier market -- which has become increasingly dominated
by large airlines that are growing due to mergers.  Frontier was
acquired by Republic Airways Holdings out of bankruptcy in 2009.

     (5) Sara Lee

24/7 Wall St. said a deal to sell off pieces of the Company will
probably happen before midyear.  24/7 Wall St. noted rivals and
private equity firms are already circling the Company --
interested in breaking Sara Lee up.  Media reports also noted Sara
Lee is in the midst of a plan to separate its coffee and meat
businesses.

     (6) Borders Group

24/7 Wall St. said the bookstore chain is "almost gone already."
The only question remaining is whether it will be dissolved or
sold to a related retailer like Barnes & Noble.  24/7 Wall St.
said Borders has little choice other than to go bankrupt, given
its debt and cash-flow situation.

     (7) Gateway

24/7 Wall St. said Taiwanese PC maker Acer, which acquired Gateway
in 2007, has become an established brand in the U.S. over the last
two years, while the Gateway brand has faded.  Gateway is still a
stand-alone corporation but will likely disappear this year.

     (8) Dollar Thrifty

24/7 Wall St. pointed to Dollar Thriftys tentative deal to be
bought by Avis Budget.  The deal is awaiting the FTC's final
approval.

     (9) Answers Corp.

24/7 Wall St. said Answers will likely be sold to a company that
could use its technology platform and unique visitor traffic.
Answers' market value is only $65 million, which is pocket change
for a really large Web company, 24/7 Wall St. said, noting the
online search firm's stock is down 40% in five years.  Google, in
comparison was up nearly 40% during that period.

  (10) E*Trade

24/7 Wall St. noted that there are too many big discount brokers
in the U.S., and there have been persistent rumors that E*Trade
will be bought by one of its larger competitors -- Charles Schwab
or TDAmeritrade.  24/7 Wall St. said there are a number of
expensive duplicate functions among these companies -- which
include marketing costs, trading platforms and administration.
Either Schwab or TDAmeritrade will use those economies of scale to
buy E*Trade, the weakest member of the sector.

Mr. McIntyre is the former editor-in-chief and publisher of
Financial World Magazine.  He was also president of
Switchboard.com, which, at the time, was the 10th most visited Web
site in the world.  He was CEO of On2 Technologies, which proved
the video compression for the nearly 800 million Flash players on
PCs around the world.


* AP Promotes Seven to Managing Director, 25 Promoted to Director
-----------------------------------------------------------------
AlixPartners, the global business-advisory firm, on January 11
announced the promotions of seven to its highest rank, managing
director.  They are: Sanjay Bailur, Joel Bines, David Hewish,
Elmar Kades, Fran‡ois Neveux, Lorenzo Pietromarchi and Adam
Werner.  The appointments were effective Jan. 1.

"AlixPartners prides itself on delivering results when it really
matters most for clients, and these professionals exemplify what
that ethos is all about," said Fred Crawford, chief executive
officer of AlixPartners.  "Our newest managing directors, along
with our newly appointed directors, are helping our clients
succeed in what continues to be uncharted waters economically
around the world."

Twenty-five individuals were also promoted to director,
AlixPartners' second most-senior position:

     -- Chicago

Adam Werner, who was promoted to managing director working from
AlixPartners' Chicago office, is an expert in procurement-cost
reduction, supply-chain management, lean production and technical
cost reduction.  He is also a key leader in AlixPartners'
restaurant and foodservices practice, and is very active with
private-equity as well as corporate clients.   He joined
AlixPartners in 2004 from A.T. Kearney Inc., and is known for his
ability to lead project teams to deliver exceptional results for
clients.  Werner holds a bachelor of science degree in industrial
and operations engineering and a master of business administration
degree from the University of Michigan.

Promoted to director in Chicago were:  Andrew Csicsila, Mike
DeGraf, Josh Hubbard, Greg Maynard, Kishore Paluri and Leewai
Wacek.

     -- Dallas

Joel Bines, who is now a managing director in Dallas, is a retail
and specialty-wholesale expert.  In addition to serving clients in
multiple, complex engagements, he has helped develop new service
capabilities for AlixPartners, such as its "Retail Operational
Excellence" and "Return on Invested Labor" services, which help
retailers identify and realize step-change improvements in several
areas.  Prior to joining AlixPartners in 2004, Bines co-founded a
marketing-automation software company, and spent several years in
sales, marketing and operations positions in several retail
companies.  He holds a bachelor of arts degree in philosophy from
Bates College in Lewiston, Maine, and an MBA with distinction from
Harvard Business School.

Promoted to director in Dallas were:  Clayton Gring, Chris Rollo
and Chad Tolleson.

     -- Dusseldorf

Heinrich Foerster was promoted to director in Dusseldorf.

     -- London

Sanjay Bailur, who is now a managing director in London, recently
served as interim chief operating officer at Goldshield
Pharmaceuticals Ltd.  He has deep experience serving as an interim
executive (COO, CFO and CPO), as well as in leading performance-
improvement programs across a wide variety of industries,
including consumer goods and retail, packaging, pulp and paper,
construction and building materials, oil and gas and chemicals.
He co-heads AlixPartners' Consumer Goods and Retail Practice in
the EMEA region, and has solid expertise in areas from pricing to
procurement to working capital.  Bailur, who joined AlixPartners
in 2005 from A.T. Kearney, holds a bachelor of science degree in
econometrics and mathematical economics from the London School of
Economics, and an MBA from the London Business School.  He is a
fellow of the Institute of Chartered Accountants in England and
Wales and is an associate member of the Association of Corporate
Treasurers in the UK.

David Hewish, also now a managing director in London, served as
interim CFO of Saab Automobile AB during its court-based
reorganization and restructuring, and is an expert in cash-focused
turnarounds, stakeholder management, financial restructurings and
negotiations, distressed M&A, and performance management.   Prior
to AlixPartners, he held restructuring roles at telecommunication
companies Cable & Wireless PLC and Global Crossing Inc., as well
as engineering and project management positions at energy and
construction firm Balfour Beatty International PLC. He joined
AlixPartners from Ernst & Young LLP in 2004, and holds a bachelor
of engineering with honors from the University of Bristol in
England.  He is a chartered accountant and a full member of the
Institute for Turnaround. He won the IFT's "Rising Star" award in
2009 for his work at Saab, and was a member of the team receiving
that independent organization's "Listed Company Turnaround Award"
for 2008, for the turnaround of retailer Galiform PLC.

Promoted to director in London were:  Aleksandra Bozic, James
Gilbey, Stewart Higginson, Reese McNeel and Rob Weston.

     -- Los Angeles

Krista Santino was promoted to director in Los Angeles.

     -- Milan

Lorenzo Pietromarchi, now a managing director for AlixPartners in
Milan, has nearly 20 years' experience as a turnaround and
restructuring expert, with deep expertise in financial-recovery
plans, capital-structure optimization, stakeholders' management
and negotiations, and implementation of turnaround programs.  He
started his career at Morgan Stanley in London working on mergers
and acquisitions, and then structuring derivatives.  Prior to
joining AlixPartners, he held several management roles, including
a restructuring role in the copper-processor KME Group SpA and a
corporate development role at Fininvest Group SpA. He joined
AlixPartners in 2007 after six years at Italian turnaround firm
Poli e Associati SpA, where he was a partner. He is a member of
the Turnaround Management Association and holds a bachelor of arts
degree with honors in economics from the Universit  degli Studi di
Roma La Sapienza in Rome, and is a certified internal auditor and
a certified public accountant.

Mauro Trabatti was promoted to director in Milan.

     -- Munich

Elmar Kades, who's now a managing director working out of
AlixPartners' Munich office, has more than 15 years' international
experience in purchasing, procurement and performance improvement
across the automotive, general industrial and chemicals
industries. Since joining AlixPartners in 2007, he has held
interim CPO roles and has led several procurement-transformation
and sourcing-strategy projects for multi-billion-euro companies.
Earlier in his career, Kades was a partner at McKinsey & Co., and
then moved on to executive roles at the  braking-systems company
Knorr-Bremse AG, where he served first as vice president for
purchasing and then COO of that company's Asia-Pacific truck
division.  He holds a PhD in physical chemistry from the
University of Zurich and a diploma with distinction) in chemistry
from the University of Wurzburg in Germany.

     -- New York

Toby Deligtisch, Marc Iampieri, Meaghan Schmidt Lawrence Writer
and Charles Zentay were promoted to director in New York.

     -- Paris

Fran‡ois Neveux, now a managing director in Paris, works with
investors, banks and top management of companies to implement
competitive strategies and turnaround programs. One of the
founding members of the AlixPartners team that opened the office
in France in 2006, Neveux has nearly 20 years' experience in
automotive, aerospace, electronics, transportation, utilities and
textiles.  His accomplishments include negotiating the sale of a
4-billion-euro program for a major aerospace player and helping a
textile company increase its value by 50% in only one year.  Prior
to AlixPartners, Neveux worked for A.T. Kearney and, previously,
served in executive roles at Renault SA and Thales SA. He holds a
master of engineering degree from the Ecole Nationale Sup‚rieure
de l'A‚ronautique et de l'Espace ("SUPAERO") in Paris and an MBA
with honors from the Institut Europ‚en d'Administration des
Affaires ("INSEAD").

Yoni Aidan was promoted to director in Paris.

     -- San Francisco

Paul Dhaliwal was promoted to director in San Francisco.

     -- Shanghai

Promoted to director in Shanghai was James Guo.

                        About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.
The firm has more than 900 professionals and 15 offices around the
world.


* Sidley Earns Spot in Law360's Bankruptcy Group of The Year
------------------------------------------------------------
Sidley Austin LLP's reorganization group efficiently guided
clients such as R.H. Donnelley Corp. and Smurfit-Stone Container
Corp. through the reduction and elimination of billions of dollars
in debt, making it one of Law360's Bankruptcy Groups of 2010.


* Weil's Bankruptcy Unveils First Reader Survey for 2011
--------------------------------------------------------
Weil's Bankruptcy Blog unveiled its first reader survey in which
125 respondents, including financial/turnaround pros, predicted
the 2011 bankruptcy/restructuring climate.

Survey questions included "How many super-mega chapter 11 cases
will file in 2011?" and "What will be the Dow Jones Industrial
Average closing price on December 31, 2011?" Survey respondents
predicted that commercial real estate will be the sector most
likely to face financial distress in 2011, followed by retail.

Full survey results are available at:

                http://ResearchArchives.com/t/s?724f


Launched in October, Weil's Bankruptcy Blog -- http://business-
finance-restructuring.weil.com/author/bfr/ -- is published by
Weil's Business Finance & Restructuring (BFR) department.
Partners and associates from across the firm, Weil's clients, and
fellow restructuring professionals contribute to the blog.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Cardiology Care Of Arizona, P.C.
        aka Cardiology Care Of Arizona, LTD
   Bankr. D. Ariz. Case No. 10-41571
      Chapter 11 Petition filed December 31, 2010
         See http://bankrupt.com/misc/azb10-41571.pdf

In Re Algonquin Tire Corp.
   Bankr. N.D. Ill. Case No. 10-76355
      Chapter 11 Petition filed December 31, 2010
         See http://bankrupt.com/misc/ilnb10-76355p.pdf
         See http://bankrupt.com/misc/ilnb10-76355c.pdf

In Re Chef Caribbean Restaurants
        dba Chef Fried Chicken & Shrimp
   Bankr. D. Puerto Rico Case No. 11-00002
      Chapter 11 Petition filed January 2, 2011
         See http://bankrupt.com/misc/prb11-00002.pdf

In Re Bermont Partners, LLC
   Bankr. M.D. Fla. Case No. 11-00026
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/flmb11-00026.pdf

In Re Gary N. Steen, DMD, PA
   Bankr. M.D. Fla. Case No. 11-00019
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/flmb11-00019.pdf

In Re Sam, Chumah, Reuben Partners, Inc.
   Bankr. N.D. Ga. Case No. 11-50166
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/ganb11-50166.pdf

In Re Wartan, Inc.
   Bankr. N.D. Ga. Case No. 11-20034
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/ganb11-20034.pdf

In Re 207 Properties Inc.
   Bankr. W.D. Mo. Case No. 11-40007
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/mowb11-40007.pdf

In Re Lyon Blalock & Sons, Inc.
   Bankr. E.D. N.C. Case No. 11-00015
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/nceb11-00015.pdf

In Re Construction Services of Erie, Inc.
        dba Floor Decor of Erie
        dba C.S.E., Inc.
   Bankr. W.D. Pa. Case No. 11-10003
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/pawb11-10003.pdf

In Re CantyP LLC
   Bankr. N.D. Texas Case No. 11-40126
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/txnb11-40126.pdf

In Re Nimis Properties, Inc.
        aka One Hour Martinizing
        aka Ray Stuarts Cleaners
   Bankr. N.D. Texas Case No. 11-30110
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/txnb11-30110.pdf

In Re CBBT, L.P.
   Bankr. S.D. Texas Case No. 11-30036
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/txsb11-30036.pdf

In Re Resources Environ Services-Oil Holdings, Inc.
        fka Resoil Holdings Inc.
   Bankr. S.D. Texas Case No. 11-30082
      Chapter 11 Petition filed January 3, 2011
         filed pro se

In Re TRELA Investments, LLC
   Bankr. S.D. Texas Case No. 11-10003
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/txsb11-10003.pdf

In Re Maritronics Inc.
   Bankr. W.D. Texas Case No. 11-10027
      Chapter 11 Petition filed January 3, 2011
         filed pro se

In Re Papo Property Holdings LLC
   Bankr. W.D. Texas Case No. 11-50046
      Chapter 11 Petition filed January 3, 2011
         filed pro se

In Re Southwest Security, Inc.
   Bankr. W.D. Va. Case No. 11-70010
      Chapter 11 Petition filed January 3, 2011
         See http://bankrupt.com/misc/vawb11-70010.pdf

In re Darlene Long-Shorts
   Bankr. C.D. Calif. Case No. 11-10396
      Chapter 11 Petition filed January 11, 2011

In re Romeo Brooks
   Bankr. C.D. Calif. Case No. 11-10950
      Chapter 11 Petition filed January 11, 2011

In re Scott Hazarian
   Bankr. C.D. Calif. Case No. 11-11400
      Chapter 11 Petition filed January 11, 2011

In re William Goldsmith
   Bankr. C.D. Calif. Case No. 11-10455
      Chapter 11 Petition filed January 11, 2011

In re Kulbir Dhillon
   Bankr. N.D. Calif. Case No. 11-10070
      Chapter 11 Petition filed January 11, 2011

In re Surinder Sroa
   Bankr. N.D. Calif. Case No. 11-10078
      Chapter 11 Petition filed January 11, 2011

In re Adelfo Aguilar
   Bankr. S.D. Calif. Case No. 11-00334
      Chapter 11 Petition filed January 11, 2011

In re Luz Mata
   Bankr. S.D. Calif. Case No. 11-00336
      Chapter 11 Petition filed January 11, 2011

In re Sarah Jorgensen
   Bankr. D. Idaho Case No. 11-00082
      Chapter 11 Petition filed January 11, 2011

In re William Sumpter
   Bankr. S.D. Ind. Case No. 11-00244
      Chapter 11 Petition filed January 11, 2011

In re Mary Lee Gregorek
   Bankr. W.D. La. Case No. 11-80048
      Chapter 11 Petition filed January 11, 2011

In Re Tabernacle of Praise Worship Center, Inc.
   Bankr. W.D. La. Case No. 11-20034
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/lawb11-20034.pdf

In re Karen True
   Bankr. D. Mass. Case No. 11-10242
      Chapter 11 Petition filed January 11, 2011

In re Keith Yankow
   Bankr. D. Mass. Case No. 11-10241
      Chapter 11 Petition filed January 11, 2011

In Re Kenrick Investment Group, LLP
        dba Kenrick Investment Group
        dba Office Suites At Jefferson Park
   Bankr. D. Mass. Case No. 11-40096
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/mab11-40096.pdf

In re Johnene Eggert
      Robert Eggart
   Bankr. E.D. Mich. Case No. 11-40655
      Chapter 11 Petition filed January 11, 2011

In Re RCS Manufacturing, Inc.
   Bankr. E.D. Mich. Case No. 11-40688
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/mieb11-40688.pdf

In re John Harney
   Bankr. D. Nev. Case No. 11-10391
      Chapter 11 Petition filed January 11, 2011

In Re The Arches Alzheimers Care Facility LLC
   Bankr. D. N.H. Case No. 11-10083
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/nhb11-10083.pdf

In Re Nusco, Inc.
        dba The Warehouse Cafe
   Bankr. W.D. Pa. Case No. 11-20162
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/pawb11-20162p.pdf
         See http://bankrupt.com/misc/pawb11-20162c.pdf

In Re Bernadette Trading Inc.
   Bankr. D. Puerto Rico Case No. 11-00096
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/prb11-00096.pdf

In re Eduardo Vera
   Bankr. D. Puerto Rico Case No. 11-00097
      Chapter 11 Petition filed January 11, 2011

In re Eileen Landron
   Bankr. D. Puerto Rico Case No. 11-00098
      Chapter 11 Petition filed January 11, 2011

In re Richard King
   Bankr. M.D. Tenn. Case No. 11-00244
      Chapter 11 Petition filed January 11, 2011

In Re JK Realty Services
        dba KAP,LLC
        dba Vista loss mitigation
        dba Vista consulting
   Bankr. D. Utah Case No. 11-20309
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/utb11-20309.pdf

In Re Caen Construction Corp.
   Bankr. E.D. Va. Case No. 11-10201
      Chapter 11 Petition filed January 11, 2011
         See http://bankrupt.com/misc/vaeb11-10201.pdf

In re Robert McKinzie
   Bankr. E.D. Wash. Case No. 11-00121
      Chapter 11 Petition filed January 11, 2011

In Re Quality Plus Production, Inc.
   Bankr. N.D. Ala. Case No. 11-80122
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/alnb11-80122.pdf

In re Donald Allen
   Bankr. C.D. Calif. Case No. 11-11520
      Chapter 11 Petition filed January 12, 2011

In re Robert Gumerman
   Bankr. C.D. Calif. Case No. 11-10500
      Chapter 11 Petition filed January 12, 2011

In re David Wilk
   Bankr. D. Del. Case No. 11-10117
      Chapter 11 Petition filed January 12, 2011

In Re G & G Flight Service, Inc.
   Bankr. D. Del. Case No. 11-10119
      Chapter 11 Petition filed January 12, 2011
         filed pro se

In re Thomas Puckett
   Bankr. M.D. Fla. Case No. 11-00436
      Chapter 11 Petition filed January 12, 2011

In Re Diamond Springs Ranch, LLC
   Bankr. D. Idaho Case No. 11-20034
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/idb11-20034.pdf

In Re Four Unlikely Friends, LLC
        dba Swirlz Cupcakes
   Bankr. N.D. Ill. Case No. 11-01163
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/ilnb11-01163.pdf

In Re Holo Retail Sports Inc.
        dba Golf USA of Derby
        dba Golf USA Derby
   Bankr. D. Kan. Case No. 11-10050
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/ksb11-10050.pdf

In Re American Dream Builders, Inc.
        dba Christine Liquors
   Bankr. D. Minn. Case No. 11-30186
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/mnb11-30186.pdf

In re Eric Hefty
   Bankr. D. Mont. Case No. 11-60039
      Chapter 11 Petition filed January 12, 2011

In Re Worldwide Housing & Dev (NA) Inc.
   Bankr. E.D. N.Y. Case No. 11-40199
      Chapter 11 Petition filed January 12, 2011
         filed pro se

In Re Frederick Dreher, D.D.S., P.C.
   Bankr. N.D. N.Y. Case No. 11-10070
      Chapter 11 Petition filed January 12, 2011
         See http://bankrupt.com/misc/nynb11-10070.pdf

In re Roberto Valentin-Fred
   Bankr. D. Puerto Rico Case No. 11-00104
      Chapter 11 Petition filed January 12, 2011

In re Kenneth Hardison
   Bankr. D. S.C. Case No. 11-00175
      Chapter 11 Petition filed January 12, 2011

In re Ricahrd Kvassay
   Bankr. C.D. Calif. Case No. 11-11698
      Chapter 11 Petition filed January 13, 2011

In re John Eng
   Bankr. N.D. Calif. Case No. 11-30151
      Chapter 11 Petition filed January 13, 2011

In re Reena Sharma
   Bankr. N.D. Calif. Case No. 11-30143
      Chapter 11 Petition filed January 13, 2011

In re Richard Shannon
      Patricia Shannon
   Bankr. D. Colo. Case No. 11-10652
      Chapter 11 Petition filed January 13, 2011

In Re 811 River Road Car Wash, LLC
   Bankr. D. Conn. Case No. 11-30063
      Chapter 11 Petition filed January 13, 2011
         See http://bankrupt.com/misc/ctb11-30063.pdf

In Re 811 River Road Oil Change, LLC
   Bankr. D. Conn. Case No. 11-50058
      Chapter 11 Petition filed January 13, 2011
         See http://bankrupt.com/misc/ctb11-50058.pdf

In Re K.W.S. Trucking, LLC
   Bankr. D. Del. Case No. 11-10129
      Chapter 11 Petition filed January 13, 2011
         See http://bankrupt.com/misc/deb11-10129.pdf

In re Navinchandra Patel
   Bankr. M.D. Fla. Case No. 11-00502
      Chapter 11 Petition filed January 13, 2011

In re Richard Leibowitz
   Bankr. M.D. Fla. Case No. 11-00202
      Chapter 11 Petition filed January 13, 2011

In Re Horizon Capital Financial Corp.
   Bankr. N.D. Ga. Case No. 11-51183
      Chapter 11 Petition filed January 13, 2011
         filed pro se

In re Mildred Howard
   Bankr. S.D. Ga. Case No. 11-50039
      Chapter 11 Petition filed January 13, 2011

In Re SAJP, Corp.
        dba Fuse Lounge & Bar
        fdba 227 Bistro
        fdba Fuse Bar
        fdba Fuse Martini Lounge & Bar
        fdba Fuse Martini Lounge
        fdba Fuse Lounge & Bar
   Bankr. E.D. Mich. Case No. 11-40874
      Chapter 11 Petition filed January 13, 2011
         See http://bankrupt.com/misc/mieb11-40874p.pdf
         See http://bankrupt.com/misc/mieb11-40874c.pdf

In Re Southeastern Truck and Tractor, LLC
   Bankr. W.D. N.C. Case No. 11-50023
      Chapter 11 Petition filed January 13, 2011
         See http://bankrupt.com/misc/ncwb11-50023.pdf

In re Todd Parks
      Cynthia Parks
   Bankr. W.D. N.C. Case No. 11-30076
      Chapter 11 Petition filed January 13, 2011

In re Hans Bean
   Bankr. M.D. Tenn. Case No. 11-00300
      Chapter 11 Petition filed January 13, 2011

In re Carl Minkner
   Bankr. D. Ariz. Case No. 11-01123
      Chapter 11 Petition filed January 14, 2011

In re Maher Rayyan
   Bankr. D. Ariz. Case No. 11-01061
      Chapter 11 Petition filed January 14, 2011

In re Ronald Pearlman
   Bankr. C.D. Calif. Case No. 11-10631
      Chapter 11 Petition filed January 14, 2011

In re Leonard Patterson
   Bankr. N.D. Calif. Case No. 11-10108
      Chapter 11 Petition filed January 14, 2011

In Re US Capital Corporation
   Bankr. S.D. Calif. Case No. 11-00622
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/casb11-00622.pdf

In Re Treasure Coast Hospitality, LLC
        dba Holiday Inn Express & Suites
   Bankr. M.D. Fla. Case No. 11-00253
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/flmb11-00253.pdf

In re John Wollstein
   Bankr. D. Hawaii Case No. 11-00098
      Chapter 11 Petition filed January 14, 2011

In re Cheryl Bancroft
   Bankr. N.D. Ill. Case No. 11-01372
      Chapter 11 Petition filed January 14, 2011

In re Edgar Tapia
   Bankr. D. Nev. Case No. 11-50134
      Chapter 11 Petition filed January 14, 2011

In re Nicholas Dagnone
   Bankr. S.D. N.Y. Case No. 11-35088
      Chapter 11 Petition filed January 14, 2011

In re Donald Groff
   Bankr. E.D. N.C. Case No. 11-00329
      Chapter 11 Petition filed January 14, 2011

In re Gary Smith
   Bankr. W.D. Okla. Case No. 11-10140
      Chapter 11 Petition filed January 14, 2011

In Re Lorjes, LLC
   Bankr. W.D. Pa. Case No. 11-20231
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/pawb11-20231p.pdf
         See http://bankrupt.com/misc/pawb11-20231c.pdf

In Re Bradley's Body Shop, Inc.
   Bankr. E.D. Texas Case No. 11-10029
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/txeb11-10029c.pdf
         See http://bankrupt.com/misc/txeb11-10029p.pdf

In Re Wholesale Homes, Inc.
   Bankr. N.D. Texas Case No. 11-30377
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/txnb11-30377.pdf

In Re Quantum Enterprise Inc.
        dba Wind Walker Guest Ranch
   Bankr. D. Utah Case No. 11-20493
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/utb11-20493.pdf

In Re Business Three LLC
   Bankr. E.D. Va. Case No. 11-10308
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/vaeb11-10308.pdf

In Re Business Two, LLC
   Bankr. E.D. Va. Case No. 11-10309
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/vaeb11-10309.pdf

In Re Nova Blue, Inc.
   Bankr. E.D. Va. Case No. 11-10310
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/vaeb11-10310.pdf

In Re Nova Blue Reprographics, Inc.
   Bankr. E.D. Va. Case No. 11-10311
      Chapter 11 Petition filed January 14, 2011
         See http://bankrupt.com/misc/vaeb11-10311.pdf

In re Jerry Cooper
   Bankr. N.D. Ala. Case No. 11-80160
      Chapter 11 Petition filed January 17, 2011

In re Roy Latimer
   Bankr. N.D. Ala. Case No. 11-00223
      Chapter 11 Petition filed January 17, 2011

In re Arek Fressadi
   Bankr. D. Ariz. Case No. 11-01161
      Chapter 11 Petition filed January 17, 2011

In Re Arizona Environmental Progress, Inc.
   Bankr. D. Ariz. Case No. 11-01189
      Chapter 11 Petition filed January 17, 2011
         See http://bankrupt.com/misc/azb11-01189.pdf

In re Jose Angeles
   Bankr. D. Ariz. Case No. 11-01182
      Chapter 11 Petition filed January 17, 2011

In re Eduard Tuazon
   Bankr. N.D. Calif. Case No. 11-40505
      Chapter 11 Petition filed January 17, 2011

In re Gaylan Tracy
      Michael Tracy
   Bankr. D. Colo. Case No. 11-10774
      Chapter 11 Petition filed January 17, 2011

In re Mark Grunberg
   Bankr. S.D. Fla. Case No. 11-11081
      Chapter 11 Petition filed January 17, 2011

In re Orivaldo Da Silva
   Bankr. S.D. Fla. Case No. 11-11088
      Chapter 11 Petition filed January 17, 2011

In re Earl Gaspar
   Bankr. D. Hawaii Case No. 11-00110
      Chapter 11 Petition filed January 17, 2011

In re Roy Jenkinson
   Bankr. N.D. Ill. Case No. 11-01741
      Chapter 11 Petition filed January 17, 2011

In Re Arise Research & Discovery, Inc.
   Bankr. S.D. Ill. Case No. 11-60018
      Chapter 11 Petition filed January 17, 2011
         See http://bankrupt.com/misc/ilsb11-60018.pdf

In re Paul Ladouceur
   Bankr. D. Mass. Case No. 11-10313
      Chapter 11 Petition filed January 17, 2011

In re Sonia Bermejo
   Bankr. D. Nev. Case No. 11-10626
      Chapter 11 Petition filed January 17, 2011

In Re Wheel Corrals, Inc.
   Bankr. W.D. Okla. Case No. 11-10149
      Chapter 11 Petition filed January 17, 2011
         See http://bankrupt.com/misc/okwb11-10149.pdf

In Re Mehta International Corporation
        dba Raddison Hotel
   Bankr. W.D. Texas Case No. 11-60044
      Chapter 11 Petition filed January 17, 2011
         See http://bankrupt.com/misc/txwb11-60044.pdf

In re Troy Petersen
   Bankr. D. Utah Case No. 11-20551
      Chapter 11 Petition filed January 17, 2011

In Re Atlantic Carpet, Inc.
   Bankr. E.D. Va. Case No. 11-10345
      Chapter 11 Petition filed January 17, 2011
         See http://bankrupt.com/misc/vaeb11-10345.pdf

In re Jeffrey Baggett
   Bankr. S.D. Ala. Case No. 11-00170
      Chapter 11 Petition filed January 18, 2011

In re Helmut Schleppi
   Bankr. C.D. Calif. Case No. 11-10731
      Chapter 11 Petition filed January 18, 2011

In re James Brown
   Bankr. C.D. Calif. Case No. 11-12304
      Chapter 11 Petition filed January 18, 2011

In re Ricardo Diaz
   Bankr. C.D. Calif. Case No. 11-12291
      Chapter 11 Petition filed January 18, 2011

In re Arthur Pritchard
   Bankr. N.D. Calif. Case No. 11-30178
      Chapter 11 Petition filed January 18, 2011

In re Mohssen Yassini
   Bankr. N.D. Calif. Case No. 11-40528
      Chapter 11 Petition filed January 18, 2011

In Re Potenza & Vosburgh, LLC
   Bankr. S.D. Fla. Case No. 11-11233
      Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/flsb11-11233.pdf

In re William Whittenburg
   Bankr. N.D. Ga. Case No. 11-40116
      Chapter 11 Petition filed January 18, 2011

In Re Lake Village Apartments, L.P.
   Bankr. C.D. Ill. Case No. 11-80122
       Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/ilcb11-80122.pdf

In re Henry Obasiolu
   Bankr. N.D. Ill. Case No. 11-01943
      Chapter 11 Petition filed January 18, 2011

In Re Arlington Dental Laboratory, Inc.
   Bankr. S.D. Ind. Case No. 11-00458
       Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/insb11-00458.pdf

In re Gayle Jenkins
   Bankr. E.D. La. Case No. 11-10156
      Chapter 11 Petition filed January 18, 2011

In re Andreas Keiper
      Kathyann Keiper
   Bankr. E.D. Mich. Case No. 11-30217
      Chapter 11 Petition filed January 18, 2011

In re Raymond Oliver
   Bankr. D. N.J. Case No. 11-11307
      Chapter 11 Petition filed January 18, 2011

In re Pasquale Vitagliano
   Bankr. E.D. N.Y. Case No. 11-70177
      Chapter 11 Petition filed January 18, 2011

In re Diane Mason
   Bankr. E.D. Tenn. Case No. 11-10251
      Chapter 11 Petition filed January 18, 2011

In re William Alcorn
   Bankr. E.D. Tenn. Case No. 11-30143
      Chapter 11 Petition filed January 18, 2011

In Re Fulton Investment Properties, LLC
   Bankr. W.D. Tenn. Case No. 11-20492
       Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/tnwb11-20492.pdf

In Re MB2, Inc.
        dba Walter's on Washington
   Bankr. S.D. Texas Case No. 11-30553
       Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/txsb11-30553.pdf

In Re ADEN, L.L.C.
   Bankr. E.D. Va. Case No. 11-10375
       Chapter 11 Petition filed January 18, 2011
         See http://bankrupt.com/misc/vaeb11-10375.pdf

In re Albert Gnadt
   Bankr. E.D. Va. Case No. 11-10378
      Chapter 11 Petition filed January 18, 2011

In re Conrad Burnett
   Bankr. W.D. Va. Case No. 11-50057
      Chapter 11 Petition filed January 18, 2011

In Re Brown Health LLC Relaxation Station, Second Tapayer I.D. 39-
1852635
        aka Meredith Brown
        aka Meredith Hess
   Bankr. E.D. Wis. Case No. 11-20608
      Chapter 11 Petition filed January 18, 2011
         filed pro se



                           *********

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.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***