TCR_Public/110318.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 18, 2011, Vol. 15, No. 76

                            Headlines

1643 RISING: Case Summary & 9 Largest Unsecured Creditors
AEOLUS PHARMA: Posts $7.6-Mil. Net Loss in Qtr. Ended Dec. 31
AHERN RENTALS: Suspending Filing of Reports with SEC
ALLY FINANCIAL: Signs Underwriting Agreement for $2.25-Bil. Notes
AMBAC FINANCIAL: Incurs $753.2 Million Net Loss in 2010

AMBAC FINANCIAL: Proposes One State Street Settlement
AMBAC FINANCIAL: Bankr. Court Grants Summary Judgement vs. Veera
AMBRILIA BIOPHARMA: Gets Approval of Licensing of MTX and OSK-1
AMBRILIA BIOPHARMA: Enters Global Licensing Deal With TaiMed
AMERICAN AXLE: James McCaslin Does Not Own Any Securities

AMERICAN INSTITUTIONAL: Sec. 341(a) Meeting Scheduled for April 6
AMR CORP: To Present at J.P. Morgan Conference on March 22
AMR CORP: American Completes Offering of $1-Bil. Secured Notes
AMR CORP: Boeing Purchase Agreement Treated Confidential
APOLLO MEDICAL: Buys Aligned Healthcare for 5.5-Mil. Shares

ARMSTRONG WORLD: S&P Affirms 'BB-' Ratings; Outlook Negative
ATLANTA AUTOMOTIVE: Case Summary & 14 Largest Unsecured Creditors
AVANTAIR INC: Files Prospectus Supplement for 11,425,307 Shares
AVENUE L: Voluntary Chapter 11 Case Summary
AVISTA CORPORATION: Moody's Lifts Preferred Shelf Rating to 'Ba1'

BAC INTERNATIONAL: Moody's Assigns 'D+' Bank Strength Rating
BATAA/KIERLAND: Section 341(a) Meeting Scheduled for April 12
BARNES BAY: Files for Chapter 11 with Sale Plan
BARNES BAY: Case Summary & 31 Largest Unsecured Creditors
BERNARD L. MADOFF: Picard Said He Knew Facts in Levy Settlement

BERNARD L. MADOFF: Trustee's Suit Proceeds vs. Madoff's Wife
BERNARD L. MADOFF: House Panel Demands Docs on SEC Atty's Ties
BIOJECT MEDICAL: Amends Bylaws to Permit One-Member Committee
BORDERS GROUP: Court to Grant Approval of $505-Mil. Financing
BORDERS GROUP: Court to OK Injunction Against Utilities

BORDERS GROUP: NYSE Delists Common Stock
BORDERS GROUP: Manga Publisher Lays Off Staff
BOSTON BIOMEDICAL: S&P Cuts Rating to 'BB+' on Poor Fin'l Trends
BOWE SYSTEC: PBGC to Cover Pensions for US Unit's Workers
BRANCHWOOD PROPERTIES: Case Summary & Creditors List

BROWN PUBLISHING: Improves Plan Ahead of April 5 Hearing
BULLDOG LANES: Voluntary Chapter 11 Case Summary
C&D TECHNOLOGIES: effects 1-for-35 Reverse Stock Split
CANAL CAPITAL: Incurs $62,470 Net Loss in Jan. 31 Qtr.
CASCADE BANCORP: Lowers Net Loss to $13.65-Mil. in 2010

CELL THERAPEUTICS: CEO J. Bianco Has New 2-Year Contract
CHARLESTON ASSOCIATES: Can Continue Using BofA Cash Until April 30
CHEM RX: Ex-Employee Opposes "Mary Carter" Plan by Creditors
CLEARWIRE CORP: Intel Nominee Steps Down from Board
CLEARWIRE CORP: Amends Services Agreement With Amdocs Software

COLUMBIAN CHEMICALS: S&P Affirms 'BB-' Corporate Credit
COMCAM INTERNATIONAL: Gets $400,000 Secured Loan From Bartek
COMMERCIAL VEHICLE: Reports $6.48 Million Net Income in 2010
COMPLIANCE SYSTEMS: Surrendered All Assets to Agile
CONFECTIONERS FINANCE: Involuntary Chapter 11 Case Summary

CONSTAR INT'L: Modifies Plan Ahead of April 25 Hearing
COSINE COMMUNICATIONS: 2011 Incentive Stock Plan Approved
COSINE COMMUNICATIONS: Incurs $929,000 Net Loss in 2010
CROSSTEX ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
CRYOPORT INC: Delays Dec. 31 Form 10-Q Due to Stock Placement

DBSD N.A.: Mini Auction Raises Dish Offer to $1.49-Bil.
DEEP DOWN: Restates 2010 Quarterly Financials Due to Errors
DELTA AIR: Files Form 10-K; Net Profit at $593 Million in 2010
DELTA AIR: Reports January 2011 Traffic Results
DELTA AIR: Reports February 2011 Traffic Results

DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt
DYNAMIC BUILDERS: Files Plan; Disc. Statement Hearing April 13
DYNEGY INC: Seneca Begins Lobbying for Chairman's Exit
EARTH SEARCH: Incurs $180,525 Net Loss in Dec. 31 Quarter
ELEPHANT TALK: R. Greef Has 555,035 Common Shares at Dec. 31

ELITE LANDINGS: Court Confirms Joint Plan of Liquidation
ELKO MALL: Case Summary & 4 Largest Unsecured Creditors
ELM STREET: Section 341(a) Meeting Scheduled for April 19
EMPIRE TOWERS: Disclosure Statement Hearing Set for May 4
ENERGY FUTURE: Hikes Fourth Quarter Profit to $161 Million

ETC WORKSHOP: Case Summary & 7 Largest Unsecured Creditors
EVERGREEN ENERGY: Lowers Net Loss to $21-Mil. in 2010
EVERGREEN ENERGY: Registers 2.25MM Shares Under Incentive Plan
EVERGREEN ENERGY: Peter Moss Does Not Own Any Securities
EVERGREEN ENERGY: Files Form S-3; Registers 6.15MM Common Stock

EXIDE TECHNOLOGIES: Files Post-Confirmation Report for Q4
FENTURA FINANCIAL: Slashes Losses to $5.38-Mil. in 2010
FENTURA FINANCIAL: Achieves Q4 Profit Due to Lower Loan Losses
FIRST SECURITY: Fails to Meet Nasdaq Rule as Director Resigned
FLINT TELECOM: Form 10-Q Delayed as Time Spent to Buy 2 Firms

FLINT TIMBER: Case Summary & Largest Unsecured Creditor
FLORIDA GAMING: Ramsey Asset Disposed Of All Common Shares
FNB UNITED: Incurs $112.92 Million Net Loss in 2010
FONAR CORP: Posts $1.36-Mil. Net Income in Dec. 31 Qtr.
FONTAINEBLEAU LV: Avenue/ACP Appeal Partial Final Judgement

FONTAINEBLEAU LV: Ch. 7 Trustee Wins OK to Tap Genovese
FONTAINEBLEAU LV: Ch. 7 Issues Subpoenas to 6 Parties
FORD MOTOR: Executive Chairman Owns 2,266,114 Shares
FOREVER CONSTRUCTION: Plan Filing Period Extended to May 2
FRANKLIN PACIFIC: Revised Payment Terms for Counsel Okayed

FRANKLIN PACIFIC: Revised Payment Terms for Accountant Okayed
GELTECH SOLUTIONS: Posts $1.8-Mil. Net Loss in Dec. 31 Quarter
GLC LIMITED: Creditors Have Until May 30 to File Proofs of Claim
GLOBAL GENERAL: Court Grants Recognition of London Proceedings
GMX RESOURCES: $50-Mil. Notes Offering Oversubscribed

GMX RESOURCES: Closes Oil & Gas Leases Purchase from Retamco
GMX RESOURCES: Inks Underwriting Pact for 21.07MM Shares Offering
GMX RESOURCES: Sells $200MM of Notes to Credit Suisse et al.
GREAT ATLANTIC & PACIFIC: Motion for Trade Committee Denied
GREDE HOLDINGS: S&P Assigns Preliminary 'B+' Credit Rating

GULF PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Signs Separation Pact With Ex-CFO
HEALTSOUTH CORP: Assembles Investor Reference Book
HERBALIFE INT'L: S&P Withdraws Sr. Sec. Credit Facility Ratings
HOLLYWOOD BEACH: Plan Confirmed; Unsecureds to be Paid Over Time

HUGHES TELEMATICS: Completes Private Placement of 1.43-Mil. Shares
INTEGRATED FINANCIAL: Nevada Mortgage Broker in Chapter 11
IRVINE SENSORS: To Offer 19.75MM Shares Under Incentive Plans
IRVINE SENSORS: Authorized Common Stock Hiked to 500 Million
ISTAR FINANCIAL: Names C. Cochrane as Chief Accounting Officer

JUMA TECHNOLOGY: Amends 2009 Annual Report Due to SEC Comments
KETCHUM HOTEL: Case Summary & 20 Largest Unsecured Creditors
KING PHARMACEUTICALS: S&P Withdraws 'BB' Rtng After Pfizer Deal
KV PHARMACEUTICAL: Completes $32MM Common Stock Private Offering
KV PHARMACEUTICAL: Enters Into a Waiver to Credit Agreement

LALL CORPORATION: Case Summary & 4 Largest Unsecured Creditors
LANTHEUS MEDICAL: Moody's Cuts Corporate Family Rating to 'B3'
LANTHEUS MEDICAL: S&P Keeps 'B+' Corporate Credit Rating
LAS VEGAS RAILWAY: Unable to Timely File Dec. 31 Form 10-Q
LAUREATE EDUCATION: S&P Assigns 'B' to $1.6BB Credit Facilities

LEHMAN BROTHERS: BNC Asks for OK of Deal With Aurora Bank
LEHMAN BROTHERS: Wants Zurich Authorized to Pay $2MM for Officers
LEHMAN BROTHERS: Gets June 30 Svc. Deadline for Avoidance Actions
LEHMAN BROTHERS: Gets OK for ADR Process to Settle SPVs Claims
LEHMAN BROTHERS: LBI Transition Svcs. Pact w/ Barclays Approved

LIBBEY INC: Board of Directors Amends and Restates By-Laws
LIONS GATE: Seeks to Voluntarily Dismiss Chapter 11 Case
LIQUIDMETAL TECH: Incurs $1.89 Million Net Loss in 2010
LOCAL INSIGHT: Wants Bonuses and More Plan Exclusivity
LODGE NORTH: Section 341(a) Meeting Scheduled for April 13

LORAL SPACE: CEO Hid Ch. 11 Prep, Investors Tell 2nd Circ.
MALIBU OCEAN: Case Summary & Largest Unsecured Creditor
MARKET STREET: Middleberg Riddle to Serve as Trustee's Co-counsel
MARKET STREET: Seeks to Hire Cupkovic as Architect
MARKET STREET: Hires Patrick J. Gros CPA as Accountant

MEDICAL PROPERTIES: Files for Chapter 7 Bankruptcy Protection
MIDAS INC: Bank Group Grants Waiver, Modifies Loan Covenants
MIDAY REALTY: Case Summary & 3 Largest Unsecured Creditors
MILLENNIUM MULTIPLE: Amends Ch. 11 Plan Ahead of Apr. 20 Hearing
MILLENNIUM MULTIPLE: Fails to Get OK for Settlement With Committee

MONEYGRAM INT'L: Benson Steps Down as Principal Accounting Officer
MSGI TECHNOLOGY: Unable to Timely File Dec. 31 Form-10-Q
MSR RESORT: Has $5 Million Interim Loan From Paulson
MT. JORDAN: Wants to Hire Wiggins & Co. as Accountants
MT. JORDAN: Has Green Light to Hire Appraiser

MUNCE'S SUPERIOR: Case Summary & 20 Largest Unsecured Creditors
NATIONAL SPORTS ATTRACTION: Trustee Sues Heisman Trophy Trust
NEUROLOGIX INC: Sued by Parkinson's Drug Trial Participant
NEW JERSEY MOTORSPORTS: Organizational Meeting on March 25
NEDAK ETHANOL: Nebraska Plant Operating at Normal Production

NEOMEDIA TECHNOLOGIES: Inks a 5-Year License Contract With eBay
NET ELEMENT: Appoints Richard Lappenbusch as President and COO
NNN MET: Secured Creditor Wants Stay Lifted, Case Dismissed
OCEAN PLACE: Gets More Time to Prepare Plan of Reorganization
ONE RENAISSANCE: Section 341(a) Meeting Set for April 12

ONE RENAISSANCE: Taps Hendren & Malone as Bankruptcy Counsel
ORANGE GROVE: Gets Permission to Use Cash Collateral
OVERLAND STORAGE: Shmuel Shottan Does Not Own Any Securities
OXIGENE INC: Effects 1-for-20 Reverse Stock Split
PAUL BRENNEKE: Involuntary Chapter 11 Case Summary

PATIENT SAFETY: Presented at the 32nd Growth Stock Conference
PEEK'N PEAK: Judge Defers Hearing on Critical Issue to March 29
PHILADELPHIA RITTENHOUSE: Owner Wants IStar Claims Subordinated
PILOT TRAVEL: S&P Cuts Secured Credit Facilities Rating to 'BB+'
PJ FINANCE: Encounters Opposition to Cash Use

PRECISION OPTICS: Maturity of 10% Sr. Notes Extended to April 1
PREFERRED VOICE: Posts $55,254 Net Loss in Quarter Ended Dec. 31
PROVO CRAFT: S&P Cuts Rating to 'CCC+' on Deteriorating Liquidity
PUGET ENERGY: Moody's Upgrades Issuer Rating to 'Ba1'
QUANTUM FUEL: Enters Into $7.7-Mil. Stock Purchase Deals

QUANTUM FUEL: Notifies Late Filing of Jan. 2011 Quarterly Report
RASER TECHNOLOGIES: K. Higginson Resigns as Director
REDCO DEVELOPMENT: Disclosure Statement Hearing for March 24
REITTER CORP: Files Chapter 11 Plan of Reorganization
REITTER CORP: Court Allows Use of Cash Collateral Until March 30

RHI ENTERTAINMENT: Seeks Plan Exclusivity Extension
RHI ENTERTAINMENT: Court OKs Work Letters with J.P. Morgan
RHI ENTERTAINMENT: Wants Plan Exclusivity Until Aug. 8
RHI ENTERTAINMENT: Wants Until July 11 to Decide on Leases
RIVER ROCK: Moody's Junks Corporate Family Rating From 'B2'

ROCK & REPUBLIC: Seeks to Hire Marcum LLP as Accountants
ROCK & REPUBLIC: Confirmation Hearing, Sale Approval on March 23
ROTHSTEIN ROSENFELDT: Trustee Reaches Deal with Rothstein Wife
RUTHERFORD CONSTRUCTION: Case Summary & Creditors List
S&E TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors

S.A.M. GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
SARAH G'S: Case Summary & 4 Largest Unsecured Creditors
SEQUENOM INC: Sr. VP Welch Does Not Own Any Securities
SEQUENOM INC: Blackrock Has 8.47% Equity Stake
SHEPHERD BROTHERS: Case Summary & 20 Largest Unsecured Creditors

SIXTH AVENUE: Sued by GE Commercial for Loan Default
SOUTH PADRE: Files Schedules of Assets and Liabilities
SOUTHWEST GEORGIA: Files Schedules of Assets & Liabilities
SPECIALTY HOLDINGS: Reaches Deal with GAAC; Document Sealed
SPECIALTY HOLDINGS: Reaches Deal with Marsh; Document Sealed

STANADYNE CORPORATION: Director Resigns From Post
TEMPUS RESORTS: U.S. Trustee Appoints Creditors Committee
TENET HEALTHCARE: Vanguard Group Has 5.64% Equity Stake
TENET HEALTHCARE: BlackRock Is 8.07% Equity Owner
THORPE INSULATION: Trustee Object to Asbestos Firms' Fees Bid

TOUSA INC: Committee Seeks Delay on Ruling in Third Appeal
TRICO MARINE: Extends Date of Vessel Auction to March 28
TSG INC: Court Extends Time to Decide on Leases Until April 24
ULTIMATE ACQUISITION: US Trustee Forms 7-Member Creditor's Panel
ULTIMATE ACQUISITION: Panels Taps Womble Carlyle as Co-Counsel

ULTIMATE ACQUISITION: Panels Taps BDO USA as Financial Advisor
ULTIMATE ACQUISITION: Panels Taps Cooley LLP as Lead Counsel
UNISYS CORP: BlackRock Is 5.72% Equity Owner
UNITED CONTINENTAL: Janus Capital Discloses 8.7% Equity
UNITED CONTINENTAL: Capital World Discloses 7.1% Stake

UNITED CONTINENTAL: Blackrock Reports 6% Equity Stake
UNITED WESTERN: Clover Partners No Longer Owns Shares
UNITED WESTERN: Blair William Has 9.4% Equity Stake
URBAN WEST: Section 341(a) Meeting Scheduled for April 12
USEC INC: BlackRock Has 5.76% Equity Stake

VIKING SYSTEMS: Midsummer Investment Has 13.38% Stake
WARNER MUSIC: Oaktree Capital Has 7.1% Equity Stake
WASHINGTON MUTUAL: FDIC Sues Former Executives Over Collapse
WELSH INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors
WOLVERINE TUBE: Seeks 90-day Extension of Lease Decision Deadline

W.R. GRACE: New Unit RS Now Identified as Verifi
W.R. GRACE: Opens Technical Service Center in Southern India

* Los Angeles Leads in Small-Business Bankruptcies
* Moody's Reports Decline in 'B3' Negative & Lower List
* Moody's Says CMBS Loan Delinquencies Rise to 9.18% in February
* Judicial Leaders Hear Concerns Over Funding

* FDIC Sets Up Clawback Rules for Failed Bank Executives
* FDIC Releases Details on Its Liquidation Authority
* TARP Created 'Too Big to Fail' Moral Hazard: Watchdog

* Moody's Outlook for State, Local Governments Remains Negative
* Rating Firms Downplay Risk of Widespread Municipal Defaults

* Allen Matkins Elects David Osias as New Managing Partner
* Cadwalader's Friedman Earns Spot on Law360's Lawyers to Watch
* Brown Rudnick's Novod Earns Spot on Law360's Lawyers to Watch

* After Grede, Wayzata Purchases Grupo Proeza Foundries

* BOOK REVIEW: The Style and Management of a Pediatric Practice


                            *********


1643 RISING: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 1643 Rising Glen, LLC
        3537 Berry Drive
        Studio City, CA 91604
        Tel: (323) 654-4314

Bankruptcy Case No.: 11-13205

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Victoria S. Kaufman

Debtor's Counsel: William H. Brownstein, Esq.
                  WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
                  1250 Sixth Street, Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Scheduled Assets: $6,292,850

Scheduled Debts: $3,450,880

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-13205.pdf

The petition was signed by Fredrik Broberg, managing member.


AEOLUS PHARMA: Posts $7.6-Mil. Net Loss in Qtr. Ended Dec. 31
-------------------------------------------------------------
Aeolous Pharmaceuticals, Inc., reported a net loss of $7,620,000
on $337,000 revenue for the fiscal first quart ended Dec. 31,
2010, from a $15,276,000 net loss on $0 revenue for the same
period in 2009.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
total assets of $2,933,000, total liabilities of $36,277,000, and
a $33,344,000 shareholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7544

                   About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial statements for fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses, negative cash flows from
operations and management believes the Company does not currently
possess sufficient working capital to fund its operations past the
second quarter of fiscal 2012.

The Company reported a net loss of $25.9 million, which included a
non-cash charge of $21.3 million related to increases in the fair
value of warrants, for fiscal 2010, compared with a net loss of
$2.3 million for fiscal 2009.  The Company did not generate any
revenue during fiscal 2010 or fiscal 2009.


AHERN RENTALS: Suspending Filing of Reports with SEC
----------------------------------------------------
Ahern Rentals, Inc., filed a Form 15 notifying of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to its 9-1/4% Second Priority Senior Secured Notes due 2013.
Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
notes.  The holders of the notes as of Feb. 15, 2011, total 150.

                        About Ahern Rentals

Ahern Rentals, Inc. -- http://www.ahern.com/-- headquartered in
Las Vegas, Nevada, is a regional equipment supplier with 71
branches predominately in the Southwest region of the United
States.  The Company specializes in high reach equipment.  For the
12 months ended June 2010 Ahern generated revenues of $275
million.

As of Sept. 30, 2010, Ahern had $562,881,000 in total assets and
$648,871,000 in total liabilities, including second priority
senior secured notes payables of $237,870,000, and a $85,990,000
stockholders' deficit.

                           *     *     *

Ahern carries a corporate family rating of 'Caa2' and probability
of default rating of 'Caa3' from Moody's Investors Service.
Moody's said in February 2011 that the ratings are not currently
affected by the announcement that on Feb. 15, 2011, the company
did not make the scheduled $10.9 million interest payment on the
$238 million outstanding 9.25% secon priority senior secured notes
due August 2013.  The indenture governing Ahern's second priority
notes allows for a 30-day grace period to make the interest
payment.  Failure to make the interest payment within the grace
period would likely constitute a default, as per Moody's
definition of default.

As reported by the Troubled Company Reporter on March 7, 2011,
Standard & Poor's Ratings Services withdrew its ratings on
Ahern Rental Inc., including the 'D' corporate credit rating,
following the company's filing of Form 1515D suspending filing of
financial statements with the SEC.  On Feb. 15, 2011, Ahern had
elected not to make an interest payment on its notes.  This
default resulted in S&P's rating action on Feb. 16, in which S&P
lowered its ratings on the company to 'D'.


ALLY FINANCIAL: Signs Underwriting Agreement for $2.25-Bil. Notes
-----------------------------------------------------------------
Ally Financial Inc. disclosed that on Feb. 8, 2011, the Company
entered into an Underwriting Agreement incorporating its
Underwriting Agreement Standard Provisions (Debt Securities) with
Barclays Capital Inc., Citigroup Capital Markets Inc., Goldman,
Sachs & Co. and RBS Securities Inc., as representatives of the
several Underwriters named therein, pursuant to which the Company
agreed to sell to the Underwriters $1,000,000,000 aggregate
principal amount of 4.500% Senior Guaranteed Notes due 2014 and
$1,250,000,000 aggregate principal amount of Floating Rate Senior
Guaranteed Notes due 2014.  The Notes are guaranteed by Ally US
LLC, IB Finance Holding Company, LLC, GMAC Latin America Holdings
LLC, GMAC International Holdings B.V. and GMAC Continental LLC,
each a subsidiary of the Company, on an unsubordinated basis.  The
Securities, which were offered and sold pursuant to the
Underwriting Agreement, were registered pursuant to the Company's
shelf registration statement on Form S-3 (File No. 333-171519),
which became automatically effective on January 3, 2011.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
its indemnification obligations and the Underwriters, and
termination and other customary provisions.

                      Free Writing Prospectus

A copy of the final term sheet dated Feb. 8, 2011 in connection
with the $1 billion 4.500% Senior Guaranteed Notes due 2014
Guaranteed by Certain Subsidiaries of Ally Financial Inc. is
available for free at http://is.gd/Pe3FnM

A copy of the final term sheet dated Feb. 8, 2011 in connection
with $1,250,000,000 Floating Rate Senior Guaranteed Notes due 2014
Guaranteed by Certain Subsidiaries of Ally Financial Inc. is
available for free at http://is.gd/Bxj1Ov

                        About Ally Financial

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

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

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

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMBAC FINANCIAL: Incurs $753.2 Million Net Loss in 2010
-------------------------------------------------------
Ambac Financial Group, Inc. (OTC: ABKFQ) announced a fourth
quarter 2010 net loss of $81.6 million, or $0.27 per share.  This
compares to fourth quarter 2009 net income of $558.1 million, or
$1.93 per diluted share.  Relative to the fourth quarter 2009
results, the fourth quarter 2010 results reflect a reduction in
net premiums earned, net investment income, net change in the fair
value of credit derivatives, realized investment gains and higher
VIE losses, partially offset by a reduction in loss and loss
expenses and other-than-temporary impairment losses in its
investment portfolio.

                  Fourth Quarter 2010 Summary

    * Net loss and loss expenses incurred amounted to $141.5
      million for the current quarter, down from $385.4 million
      in the fourth quarter of 2009.

    * Net change in fair value of credit derivatives was
      positive $15.7 million in the current quarter, down from
      positive $133.2 million in the fourth quarter 2009.

    * The financial services segment recorded $101.9 million of
      operating income, up from $77.7 million for the fourth
      quarter of 2009, primarily relating to the impact of
      rising interest rates on the derivative products business.

    * Certain liabilities and expenses have been reclassified in
      accordance with Financial Accounting Standard Board
      Accounting Standards Codification Topic 852,
      "Reorganizations" ("ASC Topic 852"), contributing to a
      charge of $32.0 million.

    * Statutory surplus of Ambac Assurance Corporation ("AAC")
      totaled approximately $1,027 million at December 31, 2010,
      up from $912 million at September 30, 2010, driven
      primarily by net income for the quarter.  Statutory net
      income was positive for the quarter as a result of
      premiums earned and investment results, partially offset
      by losses incurred.

    * Cash, short-term securities and bonds at the holding
      company (Ambac Financial Group, Inc.) amounted to $66.0
      million as of December 31, 2010.  This amount includes
      $2.5 million of restricted cash.

                       Financial Results

                      Net Premiums Earned

Net premiums earned for the fourth quarter of 2010 were
$110.7 million, down 40% from $184.4 million earned in the fourth
quarter of 2009.  Net premiums earned include accelerated
premiums, which result from calls, terminations and other
accelerations recognized during the quarter.  Accelerated premiums
were $8.7 million in the fourth quarter of 2010, down 81% from
$44.8 million in the fourth quarter 2009, primarily driven by a
decline in public finance refunding in 2010 relative to the prior
year.  Normal net premiums earned, which exclude accelerated
premiums, were $102.0 million in the fourth quarter of 2010, down
27% from $139.6 million in the fourth quarter of 2009.  Normal net
premiums earned for the period have been negatively impacted by
the lack of new business written and the high level of refundings
and terminations over the past three years, as well as non-
recognition of premiums earned on VIEs that have been consolidated
as a result of implementation of ASU 2009-17, effective Jan. 1,
2010.

                     Net Investment Income

Net investment income for the fourth quarter of 2010 was
$67.6 million, representing a decrease of 43% from $118.7 million
in the fourth quarter of 2009.  The decrease was primarily driven
by three factors: (i) a decrease in the invested asset base
resulting from the second quarter 2010 commutation settlement on
CDO of ABS transactions; (ii) a decrease in the average yield on
the portfolio as a result of the sale of high yielding assets to
fund the CDO commutation; and (iii) a reduction in interest
income related to the impact of other-than-temporary impairments
primarily on AAC guaranteed securities that were allocated to the
Segregated Account.  Such AAC guaranteed securities are subject
to the payment moratorium ordered by the Office of the
Commissioner of Insurance of the State of Wisconsin ("OCI") in
connection with the rehabilitation plan for the Segregated
Account of AAC.

       Net Change in Fair Value of Credit Derivatives

The net change in fair value of credit derivatives, which
comprises realized and unrealized gains/(losses) and other
settlements on credit derivatives, was a gain of $15.7 million for
the fourth quarter of 2010, compared to a gain of $133.2 million
for the fourth quarter of 2009.  The net change in fair value
during the fourth quarter of 2010 reflects amortization of the
notional amount of the remaining portfolio of CDOs, modest
improvement in certain underlying reference obligations and CDS
fees earned of $4.9 million.  Fourth quarter of 2009 results
included the impact of fair value changes to the CDO of ABS
portfolio, which was fully commuted in June 2010.

                  Variable Interest Entities

Effective January 1, 2010, Ambac adopted Accounting Standards
Update No. ("ASU") 2009-17, "Consolidations (Topic 810):
Improvements to Financial Reporting by Enterprises Involved with
Variable Interest Entities".  During the fourth quarter of 2010,
Ambac recorded losses on variable interest entities ("VIEs")
amounting to $111.8 million, primarily as a result of
deconsolidating certain transactions during the quarter.  Those
losses primarily represent the re-establishment of loss reserves
related to those transactions as of the date of the
deconsolidation.  As of December 31, 2010, the Company's balance
sheet included 19 consolidated VIEs with $17.9 billion of assets
and $17.7 billion of liabilities.

              Financial Guarantee Loss Reserves

Total net loss and loss expenses were down 63% to $141.5 million
in the fourth quarter of 2010, as compared to $385.4 million in
the fourth quarter of 2009.  Losses and loss expenses in the
fourth quarter of 2010 primarily relate to credit deterioration in
certain RMBS and student loan transactions, partially offset by a
reduction of reserves for a public finance transportation
transaction that Ambac agreed to commute.

Loss and loss expenses paid during the fourth quarter 2010, net of
recoveries from all policies, amounted to a net recovery of
$9.6 million.  Additionally, during the fourth quarter of 2010,
$327.6 million of RMBS claims were presented to AAC and unpaid, as
a result of the claim moratorium imposed on March 24, 2010 by the
OCI on all policies allocated to the Segregated Account.  Total
net claims paid in the fourth quarter of 2009 were $489.5 million,
of which $340.8 million related to RMBS.

Loss and loss expense reserves for all RMBS insurance exposures as
of December 31, 2010, were $3,047.0 million including $1,401.8
million relating to RMBS exposures that have been presented since
March 24, 2010 and unpaid as a result of the claims moratorium.
RMBS reserves as of December 31, 2010, are net of $2,391.3 million
of estimated net remediation recoveries.  The estimate of net
remediation recoveries related to material representation and
warranty breaches is essentially flat to the amount reported as of
September 30, 2010.  Ambac has initiated and may continue to
initiate lawsuits seeking compliance with the repurchase
obligations in the securitization documents with respect to
sponsors who disregard their obligations to repurchase.

           Financial Guarantee Interest Expense

Financial guarantee interest expense for the fourth quarter of
2010 amounted to $27.8 million.  This interest charge results from
the accrual of interest plus the accretion of discount on all
surplus notes issued by Ambac Assurance Corporation in 2010.
No such surplus notes were outstanding in 2009.

                Corporate Interest Expense

Corporate interest expense was $12.6 million, which represents a
decrease of 58% from $30.0 million in the fourth quarter of 2009.
This decrease was principally attributable to Ambac's Chapter 11
bankruptcy filing on November 8, 2010, after which interest on
outstanding debt was no longer accrued.

                       Other Income

Other income for the fourth quarter of 2010 was $5.3 million,
representing a decrease of 95% from $101.1 million in the fourth
quarter of 2009.  The decline in other income was driven by the
impact of the movement in the British Pound to US Dollar exchange
rate upon premium receivables, resulting in a gain of
approximately $81.0 million in the fourth quarter of 2009.

                   Financial Services

The financial services segment comprises the investment agreement
business and the derivative products business, both of which are
in run-off.  Gross interest income less gross interest expense and
operating expenses from investment and payment agreements, plus
operating results from the derivative products business was $101.9
million for the fourth quarter of 2010, up from $77.7 million for
the fourth quarter of 2009.  The financial services segment has
been positioned to record gains in a rising interest rate
environment in order to provide a hedge against certain exposures
within the financial guarantee segment.  The fourth quarter 2010
result was positively impacted by increasing interest rates during
the period.  The fourth quarter 2009 result was also driven
primarily by mark-to-market gains in the interest rate derivative
portfolio caused by rising interest rates during that period.

                   Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.  Such
items include adjustments to carrying amounts of liabilities based
on estimated allowable claims, interest income on cash preserved
due to bankruptcy and reorganizations fees and expenses.
Reorganization items in the fourth quarter of 2010 amounted to
$32.0 million net, and represent valuation adjustments to carrying
amounts of our long-term debt amounting to $26.4 million, and
reorganization expenses (including professional advisory fees and
legal expenses) incurred since Ambac filed the Chapter 11 petition
on November 8, 2010, amounting to $5.5 million.  The debt
valuation adjustments represent one-time charges.

                 Balance Sheet and Liquidity

Total assets decreased during the fourth quarter of 2010, from
$31.3 billion at September 30, 2010 to $29.0 billion at December
31, 2010, primarily due to the decrease in VIE assets by
approximately $1.2 billion, resulting from deconsolidation of
certain transactions during the quarter.

The fair value of the consolidated non-VIE investment portfolio
increased from $6.8 billion (amortized cost of $6.4 billion) as of
September 30, 2010 to $6.9 billion (amortized cost of $6.5
billion) as of December 31, 2010.  The increase was primarily
driven by net cash inflow resulting from premium collections and
net investment income and the claim moratorium imposed by the OCI.

The financial guarantee non-VIE investment portfolio had a fair
value of $5.7 billion (amortized cost of $5.4 billion) as of
December 31, 2010.  The portfolio consists of high quality
municipal bonds, corporate bonds, Treasuries, U.S. Agencies and
Agency MBS as well as mortgage and other asset-backed securities.

Liabilities subject to compromise totaled $1.7 billion at Dec. 31,
2010.  As required by ASC Topic 852, the amount of liabilities
subject to compromise represents Ambac's estimate of known or
potential prepetition claims to be addressed in connection with
the Chapter 11 filing.  Such claims are subject to future
adjustments potentially resulting from, among other things,
negotiations with creditors, rejection of executor contracts and
unexpired leases and orders of the bankruptcy court.  Liabilities
subject to compromise consist of the following as of December 31,
2010:

   Accrued interest payable                            $68,091

   Accounts payable                                      4,951

   Senior unsecured notes                            1,222,189

   Directly-issued Subordinated capital securities     400,000

   Consolidated liabilities subject to compromise   $1,695,231

               Overview of AAC Statutory Results

As of December 31, 2010, AAC reported statutory capital and
surplus of approximately $1,027 million, up from $912 million as
of September 30, 2010.  AAC's statutory financial statements
include the results of AAC's general account and the Segregated
Account (formed on March 24, 2010).  Statutory capital and
surplus was impacted by approximately $209 million in statutory
net income recorded during the fourth quarter 2010.

AAC's consolidated claims-paying resources amounts to
approximately $8.0 billion as of December 31, 2010.  This includes
Ambac UK's claims-paying resources of approximately $0.9 billion.

                          *     *     *

AFG filed with the U.S. Securities and Exchange Commission on
March 16, 2011, an annual report on Form 10-K for the year ended
December 31, 2010.

A full-text copy of Ambac's 2010 Annual Report is available for
free at http://ResearchArchives.com/t/s?753c

         Ambac Financial Group Inc. and Subsidiaries
                Consolidated Balance Sheets
                  As of December 31, 2010

ASSETS
Investments:
Fixed income securities, at fair value          $6,020,895,000
Fixed income securities pledged
as collateral, at fair value                      123,519,000
Short-term investments                             708,797,000
Other                                                  100,000
                                            ------------------
Total investments                                6,853,311,000

Cash and cash equivalents                             9,497,000
Restricted cash                                       2,500,000
Receivable for securities sold                       23,505,000
Investment income due and accrued                    45,066,000
Premium receivables                               2,422,596,000
Reinsurance recoverable on paid/unpaid losses       136,986,000
Deferred ceded premium                              264,858,000
Subrogation recoverable                             714,270,000
Deferred taxes                                                -
Current taxes                                                 -
Deferred acquisition costs                          250,649,000
Loans                                                20,167,000
Derivative assets                                   290,299,000
Other assets                                         82,579,000
Variable interest entity assets
Fixed income securities, at fair value           1,904,361,000
Restricted cash                                      2,098,000
Investment income due and accrued                    4,065,000
Loans                                           16,005,066,000
Derivative assets                                    4,511,000
Other assets                                        10,729,000
                                            ------------------
Total assets                                   $29,047,113,000
                                            ==================

LIABLITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Liabilities subject to compromise               $1,695,231,000
Unearned premiums                                4,007,886,000
Losses and loss expense reserve                  5,288,655,000
Ceded premiums payable                             141,450,000
Obligations under investment
and payment agreements                            767,982,000
Obligations under investment
repurchase agreements                              37,650,000
Current taxes                                       22,534,000
Long-term debt                                     208,260,000
Accrued interest payable                            61,708,000
Derivative liabilities                             348,791,000
Other liabilities                                  124,748,000
Payable for securities purchased                             -
Variable interest entity liabilities:
Accrued interest payable                             3,425,000
Long-term debt                                  16,101,026,000
Derivative liabilities                           1,580,120,000
Other liabilities                                   11,875,000
                                            ------------------
Total liabilities                               30,401,341,000

Stockholders' deficit:
Ambac Financial Group, Inc.
Preferred stock                                              -
Common stock                                         3,080,000
Additional paid-in capital                       2,187,485,000
Accumulated other comprehensive income (loss)      291,774,000
Accumulated deficit                             (4,042,335,000)
Common stock held in treasury at cost             (448,540,000)
                                            ------------------
Total Ambac Financial Group, Inc.
stockholders' deficit                           (2,008,536,000)

Non-controlling interest                            654,308,000
                                            ------------------
Total stockholders' deficit                     (1,354,228,000)
                                            ------------------
Total liabilities and stockholders' deficit    $29,047,113,000
                                            ==================

         Ambac Financial Group, Inc. and Subsidiaries
             Consolidated Statements of Operations
          For the Three Months Ended December 31, 2010

REVENUES:
Financial Guarantee:
Normal net premiums earned                        $110,654,000
Accelerated net premiums earned                     67,604,000
Other-than-temporary impairment losses
  Total other-than-temporary impairment losses     (12,398,000)
  Portion of loss recognized in other
   comprehensive income                              1,094,000
                                            ------------------
Net other-than-temporary impairment losses
recognized in earnings                            (11,304,000)
Net realized investment gains                          932,000
Change in fair value of credit derivatives:
  Realized (losses) and gains and other
    settlements                                      4,885,000
  Unrealized gains (losses)                         10,844,000
Net change in fair value of credit derivatives     15,729,000
Other income                                         5,319,000
(Loss) income on variable interest
entity activities                                 (11,815,000)

Financial Services:
Investment income                                    7,575,000
Derivative products                                100,987,000
Other-than-temporary impairment losses:
  Total other-than-temporary impairment losses               -
  Portion of loss recognized in other comprehensive
    income                                                   -
                                            ------------------
Net other-than-temporary impairment losses
  recognized in earnings                                     -
Net realized investment gains                        5,168,000
Net change in fair value of total return
  swap contracts                                             -
Net mark-to-market(losses) gains on non-trading
  derivative contracts                                       -

Corporate and Other:
Other income                                            99,000
Net realized investment gains                                -
                                            ------------------
Total revenues before reorganization items        190,948,000

EXPENSES:
Financial Guarantee:
Losses and loss expenses                           141,488,000
Underwriting and operating expenses                 47,796,000
Interest expense on surplus notes                   27,829,000

Financial Services:
Interest from investment & payment agreements        3,102,000
Operating expenses                                   3,529,000

Corporate and other:
Interest                                            12,644,000
Other expenses                                       4,014,000
                                            ------------------
Total expenses before reorganization items        240,402,000
                                            ------------------
Pre-tax (loss) income from continuing
operations before reorganization items            (49,454,000)
Reorganization items                                 31,980,000
                                            ------------------
Pre-tax (loss) income from continuing
operations                                        (81,434,000)
Provision (benefit) for income taxes                     85,000
                                            ------------------
    Net loss                                       (81,519,000)

    Less: net gain (loss) attributable to
    the noncontrolling interest                         76,000
                                            ------------------
    Net loss attributable to
    Ambac Financial Group, Inc.                   ($81,595,000)
                                            ==================

           Ambac Financial Group, Inc. and Subsidiaries
               Consolidated Statements of Operations
             For Twelve Months Ended December 31, 2010

REVENUES:
Financial Guarantee:
Normal net premiums earned                        $545,975,000
Accelerated net premiums earned                    324,042,000
Other-than-temporary impairment losses
  Total other-than-temporary impairment losses     (62,104,000)
  Portion of loss recognized in other
    comprehensive income                             5,380,000
                                            ------------------
Net other-than-temporary impairment losses
recognized in earnings                            (56,724,000)
Net realized investment gains                       76,405,000
Change in fair value of credit derivatives:
  Realized (losses) and gains and other
    settlements                                 (2,757,624,000)
  Unrealized gains (losses)                      2,817,807,000
                                            ------------------
Net change in fair value of credit derivatives      60,183,000
Other income                                       106,032,000
(Loss) income on variable interest entity
activities                                       (616,688,000)

Financial Services:
Investment income                                   34,129,000
Derivative products                               (106,565,000)
Other-than-temporary impairment losses:
  Total other-than-temporary impairment losses      (3,079,000)
  Portion of loss recognized in other
   comprehensive income                                      -
                                            ------------------
Net other-than-temporary impairment losses
recognized in earnings                             (3,079,000)
Net realized investment gains                       72,874,000
Net change in fair value of total return swap
contracts                                                   -
Net mark-to-market(losses) gains on non-trading
derivative contracts                              (14,295,000)

Corporate and Other:
Other income                                         1,674,000
Net realized investment gains                       10,172,000
                                            ------------------
Total revenues before reorganization items        434,135,000

EXPENSES:
Financial Guarantee:
Losses and loss expenses                           719,362,000
Underwriting and operating expenses                198,423,000
Interest expense on surplus notes                   62,207,000

Financial Services:
Interest from investment and payment agreements     16,844,000
Operating expenses                                  13,740,000

Corporate and other:
Interest                                           102,278,000
Other expenses                                      42,302,000
                                            ------------------
Total expenses before reorganization items      1,155,156,000
                                            ------------------
Pre-tax (loss) income from continuing
operations before reorganization items            (721,021,000)
Reorganization items                                 31,980,000
                                            ------------------
Pre-tax (loss) income from continuing
operations                                        (753,001,000)
Provision (benefit) for income taxes                    135,000
                                            ------------------
    Net loss                                      (753,136,000)
    Less: net gain (loss) attributable to
    the noncontrolling interest                         63,000
                                            ------------------
    Net loss attributable to
    Ambac Financial Group, Inc.                  ($753,199,000)
                                            ==================

         Ambac Financial Group, Inc. and Subsidiaries
             Consolidated Statements of Cash Flow
             Twelve Months Ended December 31, 2010
                         (Unaudited)

Cash flows from operating activities:
Net loss attributable to common shareholders    ($753,199,000)
Noncontrolling interest in subsidiaries' earnings      63,000
                                            ------------------
Net loss                                         (753,136,000)

Adjustments to reconcile net loss to net cash
used in operating activities:
  Depreciation and amortization                      3,645,000
  Amortization of bond premium and discount       (125,884,000)
  Reorganization items                              31,980,000
  Share-based compensation                           5,364,000
  Current income taxes                             443,972,000
  Deferred income taxes, net                                 -
  Deferred acquisition costs                        29,055,000
  Unearned premiums, net                        (1,443,282,000)
  Loss and loss expense, net                       646,442,000
  Ceded premiums payable                          (150,393,000)
  Investments income due and accrued                27,996,000
  Premium receivables                            1,295,562,000
  Accrued interest payable                          14,583,000
  Net mark-to-market (gains) losses             (2,803,512,000)
  Net realized investment gains                   (159,451,000)
  Other-than-temporary impairment charges           59,803,000
  Variable interest entity activities              616,688,000
  Other, net                                       171,055,000
  Transfers to restricted cash                       2,500,000
                                            ------------------
    Net cash used in operating activities       (2,087,013,000)
                                            ------------------
Cash flows from investing activities:
Proceeds from sales of bonds                    2,448,814,000
Proceeds from matured bonds                       701,288,000
Purchases of bonds                             (1,124,881,000)
Change in short-term investments                  253,210,000
Loans, net                                         60,243,000
Change in swap collateral receivable              117,143,000
Other, net                                         15,891,000
                                            ------------------
   Net cash provided by investing activities     2,471,708,000
                                            ------------------
Cash flows from financing activities:
Dividends paid - common stockholders                        -
Dividends paid - subsidiary shares to
   noncontrolling interest                            (817,000)
Securities sold under agreements to repurchase              -
Proceeds from issuance of investment and
   payment agreements                                1,315,000
Payments for investment and payment draws        (400,206,000)
Proceeds from issuance of long-term debt                    -
Proceeds from issuance of subsidiary shares
   to noncontrolling interest                                -
Retirement of subsidiary shares to
   noncontrolling interest                                   -
Capital issuance costs                                      -
Net cash collateral paid/received                 (87,569,000)
Proceeds from issuance of common stock                      -
Purchases of treasury stock                                 -
Excess tax benefit related to share-based
  compensation                                               -
                                            ------------------
   Net cash used in financing activities          (487,277,000)
                                            ------------------
   Net cash flow                                  (102,582,000)
                                            ------------------
Cash and cash equivalents at January 1              112,079,000
                                            ------------------
Cash and cash equivalents at December 31             $9,497,000
                                            ==================

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  KPMG LLP
is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FINANCIAL: Proposes One State Street Settlement
-----------------------------------------------------
Ambac Financial Group, Inc. seeks permission from Judge Shelley
C. Chapman of the U.S. Bankruptcy Court for the Southern District
of New York to enter into a settlement, discontinuance and release
agreement with One State Street, LLC.

In January 1992, Ambac Indemnity Corporation, the predecessor of
Ambac Assurance Corporation, and South Ferry Building Company,
the predecessor of One State Street, LLC, entered into a real
property lease for floors 15 through 18 of the property commonly
known as One State Street Plaza, New York.  AAC and South Ferry
entered into a letter agreement in August 1997, extending the
lease term through September 30, 2019, and adding the 19th floor
to the leased premises.

In December 2002, AAC and the Debtor entered into an agreement,
whereby AAC assigned all of its right, title and interest in the
Lease to the Debtor and the Debtor accepted the assignment.  OSS
LLC executed a consent expressly approving the assignment of
AAC's interests in the Existing Headquarters Lease to the Debtor.

The Debtor and OSS LLC also entered into a letter agreement in
December 2002, pursuant to which the 20th floor was added to the
leased premises and fixed rent over the term of the Existing
Headquarters Lease was increased by about $18.5 million.  The
Debtor has since occupied the leased premises and fulfilled all
of the tenant's obligations under the Existing Headquarters
Lease, except for the prepetition rent for the period from
November 1 to 8, 2010.

In March 2010, the Wisconsin's Office of the Insurance
Commissioner commenced rehabilitation of AAC's segregated account
that contained, among other things, certain policies and
liabilities of AAC and any obligations AAC may have to the
Existing Headquarters Lease.  The Circuit Court of Dane County,
Wisconsin entered an Injunction Order on March 24, 2010, to
promote the equitable and orderly rehabilitation of the
segregated account of AAC.

OSS LLC filed a motion in AAC's rehabilitation proceedings,
seeking the dissolution or modification of the Injunction Order,
asserting that AAC is the primary obligor under the Existing
Headquarters Lease.  OSS LLC also challenged the jurisdiction of
the Rehabilitation Court and the Contingent Disputed Liabilities
and objected to the confirmation of the Plan of Rehabilitation of
the Segregated Account.  Certain of those challenges and
objections are subject to a stipulation among the AAC, the OCI,
and OSS LLC filed with the Wisconsin Court of Appeals.

Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York,
tells the Court that the Debtor pays average monthly rental
payments of about $767,000 to OSS LLC in 2011 which, per the
terms of the Existing Headquarters Lease, are projected to
increase over the term of the Existing Headquarters Lease.  While
AAC reimburses the Debtor for AAC's proportional share of this
expense and thereby pays the bulk of the rent, the Debtor is
responsible for the entire rental payment, he elaborates.

The Debtor believes that this monthly rental payment greatly
exceeds the current market rental value for the Existing
Premises.  The Existing Premises also contain greater space than
the Debtor and AAC need to conduct their businesses, and a
portion of the Existing Premises is not being utilized, Mr.
Ivanick points out.

To resolve all disputes relating to the Existing Headquarters
Lease, the Debtor, OSS LLC, AAC and the Segregated Account
entered into a settlement and release agreement, the salient
terms of which are:

  (1) The Existing Headquarters Lease will be terminated;

  (2) AAC and OSS LLC will execute a new lease for a reduced
      monthly rent and reduced space, which will also have the
      effect of mitigating damages with respect to the Existing
      Headquarters Lease.

  (3) OSS LLC will receive an allowed general unsecured claim
      against the Debtor for $14,302,367, which amount
      represents the maximum claim that OSS would receive
      pursuant to Section 502(b)(6) of the Bankruptcy Code had
      the Debtor rejected the Existing Headquarters Lease
      pursuant to Section 365 of the Bankruptcy Code, as opposed
      to negotiating a consensual termination of the Existing
      Headquarters Lease, which will be adjusted downward to
      reflect any payments made by Debtor pursuant to the
      Existing Headquarters Lease between March 1, 2011 and the
      effective date of the Settlement Agreement; and

  (4) Parties agree to exchange mutual releases, subject to
      certain exceptions specified in the Settlement Agreement.

In a regulatory filing with the U.S. Securities and Exchange
Commission on March 7, 2011, the Debtor disclosed that the amount
to be paid to OSS LLC will be made in the same form as payment is
made to the Company's other creditors in accordance with a
confirmed Chapter 11 plan of reorganization.

The Settlement Agreement further provides that the Segregated
Account will issue junior surplus notes to OSS LLC.  The amount
of the junior surplus notes will be determined on the Effective
Date and will equal to: (i) the net present value using a 7%
discount rate  of certain amounts owed under the Existing Lease;
minus (ii) the net present value of amounts owed under the New
AAC Lease; minus (iii) 83.33% of the value of any distribution
received by OSS LLC from the Company's bankruptcy estate on
account of OSS LLC's lease termination claim; minus (iv) the net
present value of amounts paid for any extension of term of the
New AAC Lease.

The Effective Date of the Settlement Agreement will occur on the
date on which certain conditions have been satisfied, so long as
those conditions are satisfied prior to June 30, 2011, including,
without limitation, approvals from (i) the OCI (ii) the Dane
County Circuit Court, (iii) the Bankruptcy Court, and (iv) OSS
LLC's mortgage holder.

AFG Managing Director, Secretary and Assistant General Counsel
Anne Gill Kelly related that on March 1, 2011, AAC entered into
the New AAC Lease with OSS LLC for an initial term commencing on
the Effective Date through December 31, 2015.  The New AAC Lease
provides for the rental of a reduced amount of space at AFG's
current location, One State Street Plaza, at a current market
rate of approximately $20 million in the aggregate over the
initial term.  The New AAC Lease also provides that its term may
be extended through September 30, 2019, under certain
circumstances.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/Ambac_OSSSettlementPact.pdf

Mr. Ivanick maintains that the Settlement Agreement results in:

  (i) a reduction in the square footage utilized by the Debtor
      and AAC commensurate with their actual current business
      needs; and

(ii) a significant reduction in the monthly rent paid from an
      estimated $767,000 per month owed by Debtor in 2011 to an
      estimated $368,000 per month owed by AAC in 2011, with
      similar reductions over the term of the lease.

The Court will consider the Debtor's request on March 24, 2011.
Objections are due March 17.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  KPMG LLP
is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBAC FINANCIAL: Bankr. Court Grants Summary Judgement vs. Veera
----------------------------------------------------------------
Judge Shelley Chapman of the U.S. Bankruptcy Court for the
Southern District of New York granted Ambac Financial Group,
Inc.'s motion for summary judgment and confirmed the applicability
of the automatic stay to an ERISA action commenced by Karthikeyan
Veera in the U.S. District Court for the Eastern District of
Michigan.

Specifically, Judge Chapman ruled that the automatic stay under
Section 362(a) of the Bankruptcy Code will apply to the ERISA
Action, and the ERISA Action and any related efforts by Mr. Veera
to obtain discovery from 14 individuals and three committees that
were fiduciaries to the Ambac Financial Group, Inc. Savings
Investment Plan, the Debtor, or any other person or entity are
stayed.

The Bankruptcy Court nevertheless granted Mr. Veera a limited
relief from the automatic stay to take these actions:

  (a) Mr. Veera may take the deposition of Gregg L. Bienstock,
      former vice president of the Debtor, in the ERISA Action.

  (b) The Debtor will produce to Mr. Veera the following
      documents that are in its possession, custody or control
      with the Debtor reserving the right to object to and
      withhold production of documents or portions thereof that
      are privileged or not relevant to the issues in the ERISA
      Action:

      -- the minutes of meetings of the Debtor's Board of
         Directors during the period October 1, 2006 to April 1,
         2009, together with the documents that were discussed
         or reviewed at those meetings; and

      -- the minutes of the Administrative Committee meetings
         and the Investment Committee meetings during the
         Relevant Time Period, together with the documents that
         were discussed or reviewed at those meetings;

      -- the calendars maintained by or for each former officer
         or director of the Debtor who is an Individual
         Defendant in the ERISA Action and Robert J. Genader,
         former director of the Debtor, during the Relevant Time
         Period;

      -- Mr. Veera's Savings Plan account statements, employment
         agreement, termination agreement, and personnel file;
         and

      -- the slides used by Michael A. Callen, former executive
         chairman of the Debtor, during his presentation on
         October 28, 2008 to the Haas School of Business at the
         University of California, Berkeley.

The Bankruptcy Court also ruled that after the expiration of the
current exclusivity period with respect to the Debtor's filing of
a Chapter 11 plan, counsel for Mr. Veera and the Debtor:

  (i) will confer and will advise the Bankruptcy Court at the
      next available omnibus hearing after July 7, 2011, whether
      there is a need for the Bankruptcy Court to consider
      granting Mr. Veera further relief from the automatic stay;
      and

(ii) will each file with the Court at least two days before
      that omnibus hearing a memorandum of no more than 10 pages
      setting forth their positions, and will provide copies to
      counsel for the ERISA Defendants, the United States
      Trustee for Region 2, counsel for the Wisconsin's Office
      of the Commissioner, and counsel for the Official
      Committee of Unsecured Creditors.

                          *     *     *

Before the entry of the Court's order, the Debtor and Mr. Veera
filed separate letters apprising the Bankruptcy Court of their
talks regarding terms of a proposed order on the Debtor's Summary
Judgment Motion as directed by Judge Chapman during a March 4,
2011 hearing.

Stephen J. Fearon, Jr., Esq., at Squitieri & Fearon, LLP, in New
York, counsel to Mr. Veera, said he and the Debtor's counsel were
able to agree on most of the terms of a proposed order but they
disagreed on a few provisions and required the Bankruptcy Court's
assistance to resolve the dispute.

Mr. Fearon identified these four provisions that are in dispute
and Mr. Veera's position on each provision:

  (1) The Bankruptcy Court directed that Mr. Veera could depose
      Mr. Bienstock in the ERISA Action.  Mr. Veera wanted the
      language to read: "Veera may take the deposition of Gregg
      L. Bienstock in the ERISA Action."  The Debtor -- who
      refused to produce other witnesses like William McKinnon,
      a former executive of the Debtor, because doing so might
      jeopardize a proposed settlement in the securities case --
      is attempting to further limit the scope of the deposition
      by inserting the limitation "with respect to the claims
      asserted."

  (2) Mr. Veera agreed that the Debtor may withhold privileged
      materials provided that it serves a proper privilege log
      in accordance with the federal rules.  Mr. Fearon averred
      that the Debtor should not be able to withhold this
      limited set of documents on relevance grounds,
      particularly where the Debtor has already unsuccessfully
      argued that the documents are not relevant.

  (3) The Debtor agrees with Mr. Veera about the language in the
      provision concerning the Debtor producing calendars, but
      the Debtor wants to exclude former directors from the
      proposed order.  The Bankruptcy Court specifically
      included former directors, thus the order should reflect
      the Court's direction regardless of whether there are
      responsive documents.

  (4) Mr. Veera acknowledged that the July 7, 2011, exclusivity
      deadline is a key date for the Debtor and for the issues
      that were before the Bankruptcy Court at the March 4
      hearing.  By July 7th, as the Bankruptcy Court noted, all
      parties should have a better understanding about the
      Debtor's chances to successfully reorganize.  Mr. Veera's
      proposed language would require the parties to meet in
      good faith and submit to the Bankruptcy Court a joint
      memorandum limited to six pages setting forth their
      positions about whether to continue the stay of the ERISA
      Action beyond July 7th.

Counsel to the Debtor, Richard W. Reinthaler, Esq., at Dewey &
LeBoeuf LLP, in New York, contended that Mr. Fearon prematurely
submitted to the Bankruptcy Court the Fearon Letter and that only
two issues were in dispute, namely:

  (1) At the hearing, the Bankruptcy Court agreed to grant
      relief from the automatic stay with respect to Mr. Veera's
      first five document requests to the Debtor.  The Debtor
      advised the Bankruptcy Court that responding to the first
      five requests would not be unduly burdensome, but raised
      concerns, particularly with respect to Request No.1.  Mr.
      Reinthaler argued that Mr. Fearon's proposed form of order
      would require the Debtor to produce the entirety of the
      Debtor's board minutes and other documents regardless of
      their relevance or sensitivity to the ongoing
      reorganization efforts and without providing for the
      assertion of any privilege.

  (2) The Debtor's understanding is that, by virtue of the
      Bankruptcy Court's ruling that the automatic stay applies
      to the ERISA Action and the claims asserted against the
      Individual Defendants, under Section 362(a), the stay
      should remain in effect until the effective date of the
      plan, unless relief from the stay is granted sooner.  Mr.
      Fearon's proposal, on the other hand, contemplates that
      the automatic stay will disintegrate on July 7, 2011,
      which is not what Section 362(a) provides or what the
      Bankruptcy Court intended, Mr. Reinthaler asserted.  The
      Parties, however, agree to meet and confer in good faith
      before filing reasonably brief position papers with the
      Bankruptcy Court.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  KPMG LLP
is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMBRILIA BIOPHARMA: Gets Approval of Licensing of MTX and OSK-1
---------------------------------------------------------------
Ambrilia has entered into a Heads of Agreement with ZBx
Corporation, granting ZBx an option to acquire irrevocable and
exclusive worldwide rights to Ambrilia's proprietary PSP-94
reagents and related intellectual property.  ZBx can exercise its
option during a period which starts 90 days from, and expires 120
days after, the effective date of the Option.  If ZBx exercises
such option, Ambrilia would be eligible to receive up to a total
of $50,000 upon signing of a definitive agreement and achievement
of sales milestones, as well as royalties on sales and a
percentage share of proceeds from any sublicenses or sale of PSP-
94 by ZBx.  ZBx will cover all future costs associated with the
further development, manufacturing and commercialization of PSP-
94.  The Option was approved and authorized by the Commercial
Chamber of the Superior Court of Montreal pursuant to an Order
rendered today.

Ambrilia also announced that its previously-announced worldwide
licensing agreement with Tournoux Biotech SAS of France for the
development, manufacture and sale of its MTX and OSK1
technologies, under the terms of which, Ambrilia could receive
future milestone and royalty payments, was also approved and
authorized by the Commercial Chamber of the Superior Court of
Montreal pursuant to an Order rendered today.

Ambrilia has been operating under the protection of the Companies'
Creditors Arrangement Act (Canada) ("CCAA") since July 31, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB 0.03, -0.04, -57.14%) --
http://www.ambrilia.com/-- is a biotechnology company focused on
the discovery and development of novel treatments for viral
diseases and cancer.  The Company's strategy aims to capitalize on
its broad portfolio and original expertise in virology.
Ambrilia's product portfolio is comprised of oncology and
antiviral assets, including two new formulations of existing
peptides for cancer treatment, a targeted delivery technology for
cancer, an HIV protease inhibitor program as well as HIV integrase
and entry inhibitors, Hepatitis C virus inhibitors and anti-
Influenza A compounds.  Ambrilia's head office is located in
Montreal.

The Company is currently subject to court protection under the
CCAA.


AMBRILIA BIOPHARMA: Enters Global Licensing Deal With TaiMed
------------------------------------------------------------
TaiMed Biologics Inc. and Ambrilia Biopharma Inc., a publicly held
biotechnology company based in Canada, announced today that the
companies have signed a definitive agreement under which TaiMed
Biologics will acquire exclusive worldwide rights to manufacture,
develop and commercialize both protease inhibitor (PI) and
integrase inhibitor programs for HIV.  The PI program includes
PPL-100, which has been shown to possess advantageous properties
such as a high genetic barrier, a low cross-resistance profile and
no requirement for ritonavir boosting in Phase 1 trials.

Under the terms of the Transaction, Ambrilia will receive $250,000
USD in upfront payment and may also receive up to $7.6 million USD
in development, regulatory and sales milestone payments.  In
addition to those payments, Ambrilia is also eligible to receive
tiered royalties on the worldwide product sales.

The Transaction was approved and authorized by the Commercial
Chamber of the Superior Court of Montreal pursuant to an Order
rendered.  The need for such an approval and authorization stems
from the fact that Ambrilia has been under the protection of the
Companies' Creditors Arrangement Act, R.S.C. (1985) ch. C-36
("CCAA") since July 31, 2009.

"TaiMed Biologics has been dedicated to helping patients prevail
over HIV since inception and is committed to the ongoing
discovery, development and delivery of medicines to fight HIV/AIDS
globally," said Dr. James Chang, CEO of TaiMed Biologics.  "We
have just completed the phase 2b clinical trial with our lead
program, ibalizumab, a potent entry inhibitor for HIV. The PI and
integrase inhibitor programs are welcomed assets as they will
bolster and diversify our pipeline."

"We are pleased to partner on our protease inhibitor and integrase
inhibitor programs for HIV, including PPL-100, with TaiMed
Biologics, a company with significant industry experience and the
ability to successfully develop our HIV Antiviral Portfolio" said
Richard La Rue, Interim President & CEO of Ambrilia"

                      About TaiMed Biologics

TaiMed Biologics, Inc. is a Taiwanese biotech company whose
mission is to discover, develop and deliver innovative medicines
that help patients prevail over serious infectious diseases.  For
more information, please visit http://www.taimedbiologics.com.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB 0.03, -0.04, -57.14%) --
http://www.ambrilia.com/-- is a biotechnology company focused on
the discovery and development of novel treatments for viral
diseases and cancer.  The Company's strategy aims to capitalize on
its broad portfolio and original expertise in virology.
Ambrilia's product portfolio is comprised of oncology and
antiviral assets, including two new formulations of existing
peptides for cancer treatment, a targeted delivery technology for
cancer, an HIV protease inhibitor program as well as HIV integrase
and entry inhibitors, Hepatitis C virus inhibitors and anti-
Influenza A compounds.  Ambrilia's head office is located in
Montreal.

The Company is currently subject to court protection under the
CCAA.


AMERICAN AXLE: James McCaslin Does Not Own Any Securities
---------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, James A. McCaslin, a director at American Axle &
Manufacturing Holdings Inc., disclosed that he does not own any
securities of the Company.  A full-text copy of the filing is
available for free at http://ResearchArchives.com/t/s?7521

                        About American Axle

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

The Company's balance sheet at Dec. 31, 2010 showed $2.11 billion
in total assets, $2.58 billion in total liabilities and a
$468.10 million stockholders' deficit.

                           *     *     *

In September 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
to 'B+' from 'B-'.  The outlook is stable.  "The upgrade reflects
S&P's opinion that American Axle's credit measures will improve
further in 2011 under the gradual recovery in North American auto
demand, and that the company's gross margins will expand more than
S&P previously expected," said Standard & Poor's credit analyst
Larry Orlowski.  The company's second-quarter results improved
significantly over those of 2009.   Revenue was $559.6 million,
more than twice as much as second-quarter sales a year ago,
reflecting improving light-vehicle demand and extended shutdowns
of GM and Chrysler in 2009.

In August 2010, Moody's Investors Service raised American Axle's
Corporate Family Rating and Probability of Default Rating to 'B2'
from 'Caa1'.  The raising of American Axle's CFR rating to B2
reflects the company's improved operating performance over the
past two quarters and Moody's belief that this improvement will be
sustained over the intermediate term, supported by stable
automotive vehicle production in North America and cost structure
improvements completed by the company in 2009.  These conditions
no longer support the default risk indicated by the Caa rating.


AMERICAN INSTITUTIONAL: Sec. 341(a) Meeting Scheduled for April 6
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of American
Institutional Partners, LLC's creditors on April 6, 2011, at 3:00
p.m.  The meeting will be held at J. Caleb Boggs Federal Building,
2nd Floor, Room 2112, Wilmington, Delaware 19801.

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.

Salt Lake City, Utah-based American Institutional Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 11-10709) on March 9, 2011.  John D. McLaughlin, Jr., Esq., at
Ciardi Ciardi & Astin, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliate AIP Resort Development, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 10-25027) on April 19, 2010.


AMR CORP: To Present at J.P. Morgan Conference on March 22
----------------------------------------------------------
Beverly Goulet, vice president of Corporate Development and
treasurer of American Airlines, Inc., a subsidiary of AMR
Corporation, will speak at the J.P. Morgan Aviation,
Transportation & Defense Conference on Tuesday, March 22, 2011, at
approximately 9:30 a.m. ET.  Ms. Goulet's presentation will focus
on AMR's recent financial performance and the Company's outlook
for the future.

A webcast of Ms. Goulet's remarks along with accompanying slides
will be made available via the investor relations section of the
American Airlines Web site at http://www.aa.com/investorrelations
Additionally, a replay of the speech will remain available for at
least seven days following the event.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Dec. 31, 2010, showed
$25.09 billion in total assets, $29.03 billion in total
liabilities and a $3.94 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings
from Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMR CORP: American Completes Offering of $1-Bil. Secured Notes
--------------------------------------------------------------
On March 15, 2011, American Airlines, Inc., a wholly-owned
subsidiary of AMR Corporation, completed its private offering of
$1,000,000,000 aggregate principal amount of 7.50% Senior Secured
Notes due 2016 guaranteed by AMR.  The Senior Secured Notes were
sold only to qualified institutional buyers.

The Senior Secured Notes and the Company's guarantee were issued
under an Indenture, dated as of March 15, 2011, among American,
AMR, U.S. Bank National Association, as trustee, and Wilmington
Trust Company, as collateral trustee.  The Senior Secured Notes
will mature on March 15, 2016.  The Notes bear interest at a rate
of 7.50% per annum, payable semi-annually on March 15 and Sept. 15
of each year, beginning Sept. 15, 2011.  The indebtedness
evidenced by the Notes may be accelerated upon the occurrence of
events of default under the Indenture which are customary for
financings of this nature.  The Notes will be senior secured
obligations of American, unconditionally guaranteed on an
unsecured basis by the Company.  Subject to certain limitations
and exceptions, the collateral will consist of certain route
authorities, airport landing and take-off slots, and rights to use
or occupy space in airport terminals, in each case that American
uses to operate its non-stop scheduled air carrier services (i)
between airports in the United States and Narita International
Airport, Japan, Haneda Airport, Japan, and Heathrow Airport,
England, (ii) between Chicago O'Hare International Airport,
Illinois and Beijing Capital International Airport, China and
(iii) between Chicago O'Hare International Airport, Illinois and
Shanghai Pudong International Airport, China.

American, at its option, may redeem some or all of the Senior
Secured Notes at any time on or after March 15, 2013, at specified
redemption prices, plus accrued and unpaid interest, if any.  In
addition, at any time prior to March 15, 2013, American, at its
option, may redeem some or all of the Senior Secured Notes at a
redemption price equal to 100% of their principal amount plus a
"make-whole" premium and accrued and unpaid interest, if any.  In
addition, at any time prior to March 15, 2014, American, at its
option, may redeem (1) up to 35% of the aggregate principal amount
of the Senior Secured Notes with the proceeds of certain equity
offerings at a redemption price of 107.5% of their principal
amount, plus accrued and unpaid interest, if any, and (2) during
any 12-month period, up to 10% of the original aggregate principal
amount of the Senior Secured Notes at a redemption price of 103%
of their principal amount, plus accrued and unpaid interest, if
any.  If American sells certain assets or if a "change of control"
occurs, American must offer to repurchase the Senior Secured Notes
at prices specified in the Indenture.

A copy of the Indenture is available for free at:

               http://ResearchArchives.com/t/s?7545

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Dec. 31, 2010, showed
$25.09 billion in total assets, $29.03 billion in total
liabilities and a $3.94 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings
from Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMR CORP: Boeing Purchase Agreement Treated Confidential
--------------------------------------------------------
AMR Corporation submitted an application under Rule 24b-2
requesting confidential treatment for information it excluded from
the Exhibits to a Form 10-K filed on Feb. 16, 2011.

Based on representations by AMR Corporation that this information
qualifies as confidential commercial or financial information
under the Freedom of Information Act, 5 U.S.C. 552(b)(4), the
Division of Corporation Finance has determined not to publicly
disclose it.  Accordingly, excluded information from the exhibit
10.159 will not be released to the public for until Jan. 1, 2019.

The Exhibits relate to the Purchase Agreement with The Boeing
Company.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Dec. 31, 2010, showed
$25.09 billion in total assets, $29.03 billion in total
liabilities and a $3.94 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                          *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings
from Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


APOLLO MEDICAL: Buys Aligned Healthcare for 5.5-Mil. Shares
-----------------------------------------------------------
Apollo Medical Holdings, Inc., announced that it has acquired
Aligned Healthcare, Inc., a provider of 24-hour physician call
centers and specialized care management services to health plans,
hospitals and medical groups.  In exchange for a 100% ownership
interest in Aligned, Apollo will issue 1,000,000 common shares to
the shareholders of Aligned, and pay up to an additional 4,500,000
common shares over the next three years subject to a performance
earnout based on cash flow.

Raouf Khalil, MBA, Chief Executive Officer of Aligned, was named
President of Aligned Healthcare and will be added to the Board of
Directors of Apollo Medical Holdings.  In addition, Jamie
McReynolds, M.D. will become Chief Medical Officer and Bette Jane
Reese, RN, MHA will become Chief Operating Officer of the Aligned
Division respectively.

Mr. Khalil has 23 years of experience in the healthcare industry.
He began his career in banking on Wall Street.  Subsequently, he
founded Professional Home Health Services, a successful home
health, home infusion, hospice and durable medical equipment
business.  He sold PHHS to Option Care, a national home infusion
company.  In 2001, he co-founded Care Level Management Group LLC.
Mr. Khalil became Chief Executive Officer of CLM and grew the
company to annual revenues of more than $50 million and had more
than 460 employees in five states.  CLM became a real healthcare
innovator by pioneering the Personal Visiting Physician (PVP)
delivery system, which provided round-the-clock access to doctors
for chronically ill and elderly patients.  CLM was sold to
Inspiris in 2008.  Mr. Khalil also founded and is Chief Executive
Officer of Mobile Doctors 24-7 International, which provides
healthcare services in the Middle East and founded Aligned
Healthcare LLC in 2008.  Mr. Khalil received an MBA from the
University of Southern California in 1981.

"The combination of ApolloMed and Aligned creates a powerful
multidisciplinary care management organization that coordinates
care across settings," stated Warren Hosseinion, M.D., Chief
Executive Officer of Apollo Medical Holdings, Inc.  "The new
ApolloMed integrated model provides the infrastructure to help
provider groups and health plans achieve objectives for
utilization efficiency, quality of care and cost control within
the shared accountability arrangements that are emerging within
the new world of healthcare payment reform."

"It is a pleasure to join forces with the management team of
Aligned, an acknowledged leader in medical management.  They have
a proven track record providing scalable, patient-centered care
management services for hospitals and health plans," stated Adrian
Vazquez, M.D., President and Chairman of Apollo Medical Holdings,
Inc.  "By combining our two organizations, we will broaden our
service offering to improve the quality of patient care in
hospitals, post-acute care facilities and at home.  It  also
enables us to achieve a balance between optimal length of stay and
avoidance of readmissions."

"Integrating inpatient care and outpatient services as well as
providing 24/7 physician access is a unique value and essential
for desired clinical and financial outcomes.  The Aligned
portfolio of care and transition services is strengthened
considerably with the addition of ApolloMed's network of
hospitalists.  This combination of services does not exist in the
market today and is in great demand as provider entities look for
solutions to improve patient care and improve performance and
accountability throughout their organizations," said Raouf Khalil,
MBA, President of Aligned Healthcare.

BJ Reese, RN, MHA brings 18 years of experience in health care
management with an extensive background in care management
operations, quality improvement, disease management, clinical
consultative sales, account management and product implementation.
Prior to joining Aligned, Ms Reese provided managed care
consulting services for a variety of established and emerging
health care clients on disease management, medical cost analysis,
consultative sales and strategic planning for healthcare product
introductions.  Ms Reese served as Vice President of Account
Management and Quality at Care Level Management Group LLC, where
she established CLM's national account management strategy and
developed standardized client reporting packages and client-
specific program implementation strategies.  Ms Reese started her
managed care career at UnitedHealth Care in Minneapolis, where she
held various corporate medical management positions for over 12
years involving development and implementation of a variety of
clinical and operations programs for commercial and government-
based business.  Ms Reese has authored several white papers on
medical management product positioning and has been a presenter at
healthcare conferences on medical management issues.  Prior to
entering managed care, Ms Reese worked as a staff nurse in
oncology, critical care and emergency/trauma.  She holds a Masters
in Health Administration, a mini MBA in Health Care and Quality
Management, and a BA in  Nursing.  She received her original
Diploma in Nursing in 1978 from Thomas Jefferson University in
Philadelphia, PA.

Jamie McReynolds, M.D. is a clinical physician with over 25 years
of experience in family practice, clinical operations and the
development of new care delivery systems.  As Care Level
Management's Senior Vice President for Clinical Operations and
Best Practices, she led the Centers for Medicare and Medicaid
Services demonstration project's implementation team and provided
oversight of a multidisciplinary training committee.  She has
extensive knowledge of payment structures for Medicare and
Medicaid as well as teaching experience with physicians and
physician extenders.  Dr. McReynolds received her medical degree
from the University of New Mexico School of Medicine and performed
her residency and fellowship at St. Joseph's Hospital and Medical
Center in Arizona.  Dr. McReynolds has won numerous awards
throughout her clinical career.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company's balance sheet at Oct. 31, 2010, showed $1.29 million
in total assets, $1.39 million in total liabilities, and a
stockholders' deficit of S101,002.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of January 31,
2010, working capital of $1.07 million and cash flows used in
operating activities of $338,141.


ARMSTRONG WORLD: S&P Affirms 'BB-' Ratings; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Lancaster, Pa.-based Armstrong World Industries
Inc. The rating outlook is negative.

"At the same time, we assigned a 'BB-' issue-level rating (the
same as the corporate credit rating) and '3' recovery rating to
Armstrong's recently amended $550 million term loan B due 2018.
The recovery rating of '3' indicates our expectation for
meaningful (50% to 70%) recovery of principal in the event of
payment default.  We are affirming the 'BB-' issue-level rating
and '3' recovery rating on Armstrong's existing $250 million
revolving credit facility due 2015 and $250 million term loan A
due 2015.

"The ratings on Armstrong World Industries Inc. reflect what we
consider to be the company's aggressive financial risk profile,
including leverage of about 5x (including adjustments for pensions
and operating leases) as of Dec. 31, 2010, and an aggressive
financial policy following a November recapitalization that
included an $800 million sponsor dividend," said Standard &
Poor's credit analyst Megan Johnston.  "The affirmation follows
the recent amendment and restatement to Armstrong's senior secured
credit agreement, which included an extension on the maturity of
the firm's bank term loan B to 2018 from 2017, as well as reduced
pricing."  The credit facility also consists of a $250 million
revolving credit facility due 2015 and a $250 million term loan A
due 2015.

The ratings and outlook incorporate our expectation that new
residential and commercial construction will begin to recover in
2011, while repair and remodeling spending, from which Armstrong
generates roughly 70% of its sales, will show a modest
improvement.  "Specifically, we expect repair and remodeling
spending to increase by 5% in 2011. Standard & Poor's economists
project housing starts to improve modestly, from the estimated
590,000 starts in 2010, but still well below historical annual
starts of 1.5 million. The economists expect nonresidential
construction to decline an additional 3% in 2011 after an
approximate 14% decline in 2010," S&P said.

"The negative rating outlook reflects our view that Armstrong's
end markets, while likely to improve, will still remain weak
compared with historical averages. While we expect debt to EBITDA
to improve to about 3.5x in 2011 due to better operating
performance, we think metrics could worsen if the recovery in
residential and commercial construction is delayed, or if raw
material price inflation cannot be offset through price increases.

"We could lower the rating if Armstrong increases its use of debt
for additional shareholder-friendly actions or debt-financed
acquisitions.  We could also lower the ratings if the company
increased its leverage, or if continued weakness in the company's
end markets resulted in lower-than-expected profitability, such
that total adjusted debt (including operating leases and pensions)
to EBITDA continues to exceed 5x by the end of 2011.

"We would consider a positive rating action if the company
succeeds in executing operating initiatives and strategies that
could result in reduced leverage despite market weakness.
Specifically, this could occur if the company reduced total
adjusted leverage to about 3x, consistently produced FFO to debt
of more than 25% and implemented business and financial strategies
that we believed were consistent with a higher rating," S&P said.


ATLANTA AUTOMOTIVE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Atlanta Automotive Corporation
        1168 Joe Frank Harris Parkway
        Cartersville, GA 30120

Bankruptcy Case No.: 11-40800

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-40800.pdf

The petition was signed by Andrew Schatz, CEO.


AVANTAIR INC: Files Prospectus Supplement for 11,425,307 Shares
---------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission Post-Effective Amendment No. 1 to its Form S-1 relating
to the sale or other disposition of up to an aggregate of
11,425,307 shares of common stock, including 455,887 shares of
common stock underlying warrants issued by the Company, by
stockholders.

The stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market
or trading facility on which the shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.

The Company will not receive any proceeds from the sale or other
disposition of the shares of common stock by the Selling
Stockholders.  The Company is contractually obligated to pay all
expenses of registration incurred in connection with this
offering, except any underwriting discounts and commissions
incurred by the Selling Stockholders.

The common stock is currently quoted on the Over-the-Counter
Bulletin Board under the symbol "AAIR.OB".  On Feb. 15, 2011 the
last reported sale price of the Company's shares was $2.50 per
share.

A full-text copy of the prospectus, as supplemented on
Feb. 16, 2011, is available for free at:

               http://ResearchArchives.com/t/s?753a

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.  As of June 30, 2010, Avantair operated 55 aircraft
within its fleet, which is comprised of 46 aircraft for fractional
ownership, 5 company owned core aircraft and 4 leased and company
managed aircraft.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2010 showed $114.81
million in total assets, $141.76 million in total liabilities,
$14.66 million in commitments and contingencies and a
$41.61 million stockholders' deficit.

Avantair, Inc., reported a net loss of $4.0 million on $143.0
million of revenue for the fiscal year ended June 30, 2010,
compared with a net loss of $4.5 million on $136.8 million of
revenue for the fiscal year ended June 30, 2009.

The Company reported a net loss of $8.88 million on $17.98 million
of revenue for six months ended Dec. 31, 2010, compared with a net
loss of $1.55 million on $23.20 million of revenue for six months
ended Dec. 31, 2010.


AVENUE L: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Avenue L Realty LLC
        Law Office of Richard Tanenbaum
        224 Franklin Avenue, B4
        Hewlett, NY 11557
        Tel: (347) 291-1776

Bankruptcy Case No.: 11-71580

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Richard Tanenbaum, Esq.
                  44 Court Street, Suite 917
                  Brooklyn, NY 11201
                  Tel: (347) 291-1776
                  Fax: (866) 413-9205
                  E-mail: nybankruptcy@gmail.com

Scheduled Assets: $1,240,000

Scheduled Debts: $2,012,000

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

The petition was signed by Solomon Steinlauf, president.


AVISTA CORPORATION: Moody's Lifts Preferred Shelf Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Avista
Corporation including its senior secured debt to A3 from Baa1,
senior unsecured debt to Baa2 from Baa3, preferred shelf rating to
(P)Ba1 from (P)Ba2 and its affiliate Avista Corp. Capital Trust II
to Baa3 from Ba1.  The rating outlooks for Avista and Avista Corp.
Capital Trust II are stable.

                        Ratings Rationale

"The upgrade reflects an improved liquidity profile, given the
company's new $400 million credit agreement, which expires in
February 2015, and continued support from Avista's regulatory
commissions" said Kevin Rose, Vice President -- Senior Analyst.

Avista's improved credit profile is due, in part, to the new
$400 million senior secured revolving credit agreement, which the
company entered into on February 11, 2011.  Although Moody's deems
the First Mortgage Bond security as somewhat limiting to any
potential need for future financial flexibility with its banks,
the security is in place solely at Avista's discretion which is a
significant factor in Moody's liquidity analysis.  The removal of
the EBITDA to interest coverage covenant, which existed in the
preceding credit agreement, is also viewed positively from a
liquidity perspective.

Avista continues to receive favorable regulatory approvals in its
three operating jurisdictions, which have translated into
improving credit metrics over the company's five year average.
Recent rate increases, including a September 2010 approval in
Idaho, November 2010 rate settlement approval in Washington and
the most recent Oregon rate increase on March 10, 2011, have
pointed toward a trend of sustainable credit metrics, which are
appropriate for the Baa2 rating category.  "Continued supportive
rate case outcomes underpin Moody's expectation that Avista will
exhibit intermediate-term credit metrics of CFO before working
capital changes to debt and CFO pre-WC interest coverage in the
high teens and approaching 4.0x, respectively," Rose added.

The stable outlook incorporates Moody's view that Avista will
continue to receive timely and predictable cost recovery in each
of its regulatory jurisdictions and that the company's credit
metrics will remain near current levels.  It also assumes that
Avista will finance an increasing capital expenditure budget with
a balanced mix of debt and equity and will maintain sufficient
liquidity levels throughout the construction period.

A rating upgrade would be considered if Avista were to produce
metrics of CFO pre-WC to debt above 20% and CFO pre-WC interest
coverage of at least 4.0x, on a sustainable basis and without the
one-time effects of beneficial tax impacts such as those derived
from bonus depreciation.

Avista's ratings could be negatively impacted if the level of
regulatory support wanes, if the contribution of its unregulated
business were to increase disproportionately to those of its
regulated operations, or if CFO pre-WC to debt and CFO pre-WC
interest coverage were to fall below 15% and 3.5x, respectively,
for a sustainable period.

Avista Corp. is an energy company, primarily involved in the
production, transmission and distribution of energy through its
Avista Utilities division.  Avista is headquartered in Spokane,
Washington.


BAC INTERNATIONAL: Moody's Assigns 'D+' Bank Strength Rating
------------------------------------------------------------
Moody's Investors Service has assigned a bank financial strength
rating of D+ to BAC International Bank, Inc., a 100%-owned
subsidiary of Banco de Bogota.  Moody's also assigned BAC global
scale long and short term foreign currency deposit ratings of Baa3
and Prime-3, respectively.  The rating outlook is stable.

These ratings were assigned to BAC:

  -- Bank financial strength rating: D+, stable
  -- Long term global local currency deposit rating: Baa3, stable
  -- Short term global local currency deposit rating: Prime-3
  -- Long term foreign currency deposit rating: Baa3, stable
  -- Short term foreign currency deposit rating: Prime-3

                        Ratings Rationale

Moody's said that BAC's D+ BFSR and Baa3 stand-alone baseline
credit assessment are supported by the bank's leading credit card
and banking franchise in Central America and established regional
footprint that position the bank well to take advantage of growth
opportunities in retail and commercial banking throughout the
region.  The stand-alone ratings also reflect the bank's good
profitability, fee generating capacity and earnings
diversification, as well as its conservative management of asset
quality, liquidity, and capital.  BAC's operations and
profitability benefit from strong customer-based core funding that
emanates from its regional branch, ATM, and electronic payments
network and is enhanced by its account and point-of-sale
relationships with merchants through its card acquisition
business.  Positive economic and regulatory trends in the region
also bode well for BAC's growth potential and credit quality.

The Baa3 rating also takes into account BAC's experienced
management team and tested risk management and governance
practices.  While there are transparency and control issues posed
by the group's complex corporate structure across numerous
jurisdictions, Moody's indicated that the group's centralized
management of marketing, credit risk and systems of control,
compliance, and audit help to mitigate those concerns.  BAC is
moreover subject to banking regulations in all of its markets of
operation, including consolidated oversight by the Panamanian
Superintendency of Banks as well as by the Colombian banking
supervisors.

BAC's December 2010 acquisition by Grupo Aval of Colombia through
its flagship bank, Banco de Bogota, has been cited as strategic by
its new owner because of BAC's expertise in credit card, mortgage,
and consumer banking as well as a unique presence throughout
Central America, a natural footprint for Bogota given both trade
and cultural ties among the countries.  While it remains unclear
at this point what the financial impact the acquisition may
ultimately have on BAC, Moody's views as relatively limited the
risk that the parent would enact policies that would impair BAC's
financial strength.

A rating challenge for BAC is its riskier credit profile than that
of the average commercial bank, because of its primary focus on
consumer finance and in lesser developed Central American markets.
Credit cards comprise some 25% of its loan book, with more than
half concentrated in upper income customer segments, while
residential mortgages comprise another 30%, together balanced by a
broadly diversified portfolio of commercial loans in the various
countries.

The lack of true lenders of last resort in the fully or highly
dollarized markets in which the bank operates also poses a
challenge, as extraordinary support would be required in US
dollars given the bank's predominantly US dollar-denominated
balance sheet.  This risk is partly mitigated by BAC's local core
funding base and conservative liquidity management, which includes
typically large holdings of cash and high quality securities,
partly reflecting relatively high regulatory reserve requirements.
A largely short term and relatively granular loan portfolio also
represents a potential source of alternate liquidity for the bank
as it did during the recent financial crisis, said Moody's.

Systemic support is therefore not incorporated in BAC's Baa3 and
Prime-3 foreign currency deposit ratings.  Moody's, however,
assesses a moderate probability of parental support because of the
bank's dollarization and cross border domicile, which currently
does not result in any uplift to the deposit ratings.

Incorporated in Panama, BAC is the third largest banking group in
Central America in assets and deposits, and the fourth largest in
equity.  As of December 31, 2010, the bank reported total assets
of US$ 8.4 billion, deposits of $6.0 billion, equity of
$930 million, and annual net income of $151.2 million.


BATAA/KIERLAND: Section 341(a) Meeting Scheduled for April 12
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of
Bataa/Kierland, LLC's creditors on April 12, 2011, at 10:30 a.m.
The meeting will be held at the US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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.

Scottsdale, Arizona-based Bataa/Kierland, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-05850) on
March 9, 2011.  Mark W. Roth, Esq., at Polsinelli Shughart P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


BARNES BAY: Files for Chapter 11 with Sale Plan
-----------------------------------------------
Barnes Bay Development Ltd. has filed a Chapter 11 plan in the
United States Bankruptcy Court for the District of Delaware to
facilitate the sale of the Viceroy Anguilla Resort and Residences.

"We think this is the premier resort property in the Caribbean and
we expect to make it even better."

The sale of the property will be conducted under a Chapter 11 plan
and in accordance with section 363 of the Bankruptcy Code.  Barnes
Bay has asked the Court for the sale to take place in Anguilla in
compliance with Anguillan law -- a process that will result in an
auction open to any interested bidder.  A Starwood Capital Group
controlled affiliate (Starwood Capital) owns the $358 million
mortgage on Viceroy Anguilla and expects to acquire the resort as
part of the sale and bankruptcy plan.

Viceroy Anguilla is situated on 35 acres with more than 3,200 feet
of beach frontage along both Barnes and Meads Bays.  The resort
has 166 luxury residences consisting of suites, penthouses,
townhouses and villas ranging in size from approximately 500
square feet to nearly 6,200 square feet each with its own private
pool and outdoor spaces ranging from 200 to over 2,800 square
feet. Sixty-eight of the property's condos and villas sold for
prices that ranged from $600,000 to $6.5 million.

As part of the bankruptcy process, Starwood Capital will provide
debtor-in-possession financing and an additional several million
dollars to pay unsecured creditors in the event that it is the
successful bidder at the auction and the bankruptcy plan is
confirmed.  The auction, which is subject to Court approval, is
expected to occur in May and the Chapter 11 plan is expected to be
completed within 70 to 90 days.

According to representatives from Barnes Bay and Starwood Capital,
the bankruptcy will have no impact on resort operations.  The two
firms have pledged to cooperate to avoid any interruption of
service and ensure that the amenities, property maintenance and
overall quality of guest experience are not diminished during this
process.  Viceroy Hotel Group, who will continue to manage the
resort, said that guests can continue to expect the same
extraordinary level of service and amenities from Viceroy Anguilla
for which the property has become known.  Barnes Bay also said
that the resort's employees, local vendors and service providers
will be paid as they always have been.

Starwood Capital acquired the construction loan last year.  During
the past six months, the firm has invested approximately $12
million to finish construction and operate the property.

If Starwood Capital successfully acquires the property at the
auction and the bankruptcy plan is confirmed, the firm said it
expects to invest additional millions of dollars later this year
to further improve the guest experience.  Additionally, Starwood
Capital expects to work with the current buyers to close on the
contracts that Barnes Bay signed for the sale of condos and villas
and intends to reduce the purchase price of many residences to
reflect the fact that almost two years have elapsed since the
buyers intended to close.

"Approximately $550 million has been invested in this resort,"
said a Starwood Capital spokesperson.  "No expense was spared and
the resort is truly stunning."

"We want to own this property and we hope those individuals who
have deposits with Barnes Bay will choose to close and take
advantage of the significant savings we are offering," said the
spokesperson.  "We think this is the premier resort property in
the Caribbean and we expect to make it even better."

The Company has established a direct information line for
interested parties. The number is 855-768-6750 or 212-660-6381.

            About Viceroy Anguilla Resort and Residences

Situated on 35 lush acres with more than 3,200 feet of beach
frontage along both Barnes and Meads Bays, Viceroy Anguilla evokes
relaxed luxury in a stunning setting.  The 134 private residences
and 32 dedicated hotel suites are superbly designed and fully
furnished oceanfront villas, beachfront townhouses, and bluff-top
guestrooms - all with private pools and outdoor space.


BARNES BAY: Case Summary & 31 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Barnes Bay Development Ltd.
        421 South Beverly Drive, 7th Floor
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-10792

Debtor-affiliates that filed for Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Kor Duo II, LLC                       11-10790
Kor Duo Investment Partners II, LP    11-10791

Chapter 11 Petition Date: March 17, 2011

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

Judge: Peter J. Walsh

Debtors' Counsel: Charles R. Gibbs, Esq.
                  Michael P. Cooley, Esq.
                  Sara J.L. Wahl, Esq.
                  AKIN GUMP STRAUSS HAUER & FELD LLP
                  1700 Pacific Ave., Suite 4100
                  Dallas, TX 75214
                  Tel: (214) 969-2800
                  Fax: (214) 969-4343
                  http://www.akingump.com

Debtors'
Co-Counsel:       Chun I. Jang, Esq.
                  Paul Noble Heath, Esq.
                  Travis A. McRoberts, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: jang@rlf.com
                          heath@rlf.com
                          mcroberts@rlf.com

Debtors'
Claims &
Notice Agent:     KURTZMAN CARSON CONSULTANTS LLC

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

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

The petition was signed by Bradford Korzen.

Barnes Bay's List of 31 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
SOF-VIII Hotel II Anguilla         Deficiency/        $195,000,000
591 W. Putnam Avenue               Unsecured Debt
Greenwich, CT 06830

Exclusive Resorts                  Residence Purchase   $7,078,500
1717 Rhode Island Avenue, N.W.,    Contract
Suite 900
Washington, DC 20036

World Class Pools                  Contract             $5,000,000
1875 Century Park East, Suite 550
Los Angeles, CA 90067

David B. Small                     Residence Purchase   $3,425,050
1765 Lake Avenue, Suite 1800       Contract
Highland Park, IL 60035

Gary L. Tilkin                     Residence Purchase   $2,580,000
618 Kenmoor Avenue, SE             Contract
Grand Rapids, MI 49546

Adam Zoia                          Residence Purchase   $2,544,822
1965 Broadway PH 3C                Contract
New York, NY 10023

Stephen Paluszek                   Residence Purchase   $2,430,000
242 E. 19th Street PHW             Contract
New York, NY 10003

Joel Greenberg & Marcy Gringlas    Residence Purchase   $2,070,000
727 Merion Square Road             Contract
Gladwyne, PA 19035

Royal Butterfly LLC                Residence Purchase   $1,999,000
40 Worth Street, Suite 1415        Contract
New York, NY 10013

RJR Victory LTD                    Residence Purchase   $1,998,000
8130 Indian Hill Road              Contract
Cincinnati, OH 45243

Ellit Eichner and David            Residence Purchase   $1,878,120
Sonnenblick                        Contract
1901 Avenue of the Stars, Suite 175
Los Angeles, CA 90067

Sozo Anguilla, Inc.                Residence Purchase   $1,853,775
300 E. Mcbee Avenue, #200          Contract
Greenville, SC 29601

Carillion Construction (West       Residence Purchase   $1,603,686
Indies) Limited                    Contract
Brickfield Road, Carapachaima
Trinidad, West Indies

Viceroy Hotel Group                Contract             $1,547,761
1212 South Flower Street, Suite 100
Los Angeles, CA 90015

Steven Tuttleman                   Residence Purchase   $1,251,000
145 Hudson Street, #401            Contract
New York, NY 10013

Gary Black and Florence Black      Residence Purchase   $1,231,900
19 Baldwin Road                    Contract
Saddle River, NJ 07458

Mark Frederickson                  Residence Purchase   $1,012,000
11560 Spur Road                    Contract
Monterey, CA 93940

Grant Gibson                       Residence Purchase     $999,000
4271 Quail Run Place 3             Contract
Danville, CA 94506

Global Futures and Forex, Ltd.     Residence Purchase     $832,122
618 Kenmoor Avenue, SE             Contract
Grand Rapids, MI 49546

David Ott                          Residence Purchase     $796,500
2187 Quaethem Drive                Contract
Chesterfield, MO 63005

Leonardo Locascio                  Residence Purchase     $792,000
c/o Winebow                        Contract
75 Chestnut Ridge Road
Montvale, NJ 07645

Zoilo Nieto                        Residence Purchase     $740,000
5411 City Place                    Contract
Edgewater, NJ 07020

George Kalogridis                  Residence Purchase     $658,000
4819 Maple Avenue                  Contract
Dallas, TX 75219

JMC Anguilla, Inc.                 Residence Purchase     $629,364
302 E. McBee Avenue, 2nd Floor     Contract
Greenville, SC 29603

Anthony Graham                     Residence Purchase     $522,000
834 S. Broadway, 11th Floor        Contract
Los Angeles, CA 90014

22 Bond Street LLC                 Residence Purchase     $500,500
608 Stanford                       Contract
Houston, TX 77019

Doug Harmon                        Residence Purchase     $487,500
40 W. 57th Street, 22nd Floor      Contract
New York, NY 10021

Richard C. Afrookteh and Carole    Residence Purchase     $459,000
Sue Sheain                         Contract
312 Cedarcroft Road
Baltimore, MD 21212

Azure Water, LLC                   Residence Purchase     $455,000
362 W. Broadway, #4                Contract
New York, NY 10013

Arthur Marcus and Hilda Shuman     Residence Purchase     $441,000
Chestnut Hill, MA 02467            Contract

IMI                                Contract           undetermined
55 Beattie Place, Suite 100
Greenville, SC 29601


BERNARD L. MADOFF: Picard Said He Knew Facts in Levy Settlement
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the trustee for Bernard L. Madoff Investment Securities Inc. said
in a court filing March 16 that he knew all the relevant facts
when the bankruptcy court approved a $220 million settlement in
early 2010 with the estate of deceased New York real estate
investor Norman F. Levy.

Mr. Rochelle relates that the trustee's papers were filed in
opposition to a motion in February on behalf of what lawyer Helen
Davis Chaitman said were dozens of customers.  She alleged that
"stunning" facts came to light last month indicating the Madoff
trustee settled too cheap when he took $220 million without a
courtroom fight.

According to Mr. Rochelle, a bankruptcy judge will hold a hearing
March 30 on whether to overturn the settlement.  Mr. Levy's
relatives said in a filing that the settlement should have
"finality."

                      About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee's Suit Proceeds vs. Madoff's Wife
------------------------------------------------------------
Linda Sandler at Bloomberg News reports that Ruth Madoff's account
at Bank of New York Mellon Corp. received "fraudulent" transfers
of at least $14 million, said the trustee liquidating her husband
Bernard Madoff's firm, who wants to "recapture" $44.8 million.
Irving Picard, the trustee, said last week that he had asked the
bank for the couple's monthly bank statements, canceled checks and
other records from January 2002 through December 2008. Bank of New
York had no objection to providing them, he said in the March 10
filing in U.S. Bankruptcy Court in Manhattan.

Ms. Madoff, according to Bloomberg News, is due to respond to the
suit by March 31.  She forfeited houses, jewels and bank accounts
to the U.S. government in June 2009, according to a list attached
to the forfeiture order.

In the Bank of New York account, some transfers masqueraded as
interest payments on loans made by Madoff companies, which should
have gone to the businesses and not to the owner's wife,
Mr. Picard said, according to the report.  A $2.3 million deposit
originating in the Madoff brokerage was used "for the purchase of
a yacht for the personal enjoyment of Mrs. Madoff and her family,"
Mr. Picard said.

As reported in the July 30, 2009 edition of the TCR, Irving L.
Picard, the Trustee appointed to liquidate the business of Bernard
L. Madoff Investment Securities LLC, has filed a lawsuit against
Ruth Madoff seeking to recapture at least $44,822,355 in funds
that were transferred from BLMIS during the past six years
directly to Mrs. Madoff or for her benefit to companies in which
she was an investor.  Mr. Picard detailed 111 transactions which
he alleges were fraudulent transfers or conveyances recoverable
under the Bankruptcy Code.

Noting that "for decades, Mrs. Madoff lived a life of splendor
using the money of BLMIS's customers," Mr. Picard stated in the
complaint that "regardless of whether or not Mrs. Madoff knew of
the fraud her husband perpetrated" money she received from BLMIS
should be recovered "to the extent possible for the benefit of
BLMIS and its defrauded customers."

                      About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: House Panel Demands Docs on SEC Atty's Ties
--------------------------------------------------------------
Bankruptcy Law360 reports that a U.S. House of Representatives
oversight committee subpoenaed a slew of documents Wednesday about
money former U.S. Securities and Exchange Commission general
counsel David Becker inherited from funds invested with Ponzi
schemer Bernard L. Madoff.

According to Law360, the subpoenas from House Committee on
Oversight and Government Reform Chairman Darrell Issa, R-Calif.,
were issued to Irving Picard, trustee for Bernard L. Madoff
Investment Securities LLC.

As reported in the Feb. 28, 2011 edition of the Troubled Company
Reporter, U.S. House Republicans has asked SEC Chairman Mary
Schapiro to disclose details of the participation of the agency's
chief lawyer in the investigation of Madoff's Ponzi scheme.  The
SEC had said that the agency's departing general counsel, David M.
Becker, didn't recuse himself from the Madoff probe after he and
his brothers inherited about $2 million in 2004 from their
mother's investment with the jailed financier.

                        About Bernard L. Madoff

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

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

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

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

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

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


BIOJECT MEDICAL: Amends Bylaws to Permit One-Member Committee
-------------------------------------------------------------
On March 10, 2011, Bioject Medical Technologies, Inc., amended its
Bylaws to permit committees of the Company's Board of Directors to
be made up of one or more members.  Before the amendment,
committees of the Company's Board of Directors were required to
have at least two members.  A copy of the bylaws, as amended, is
available for free at http://ResearchArchives.com/t/s?754a

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

The Company's balance sheet at Sept. 30, 2010, shows $3.93 million
in total assets, $2.06 million in total current liabilities,
$1.18 million in deferred revenue, $351,148 in other long-term
liabilities, and stockholder's equity of $338,370.  At Sept. 30,
2010, the Company reported cash of $0.3 million and a working
capital deficit of $0.2 million.

                          *     *     *

Moss Adams LLP, in Portland, Oregon, which audited the Company's
2009 results, expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditor noted that
the Company has suffered recurring losses, has had significant
recurring negative cash flows from operations, and has an
accumulated deficit.


BORDERS GROUP: Court to Grant Approval of $505-Mil. Financing
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York said he will grant final approval of Borders
Group, Inc. and its debtor affiliates' motion to borrow up to
$505 million in postpetition financing after changes to the
initial agreement with the lenders are approved and filed with
the Court, Tiffany Kary of Bloomberg News reports.

"When I look at the incremental cost of new money coming in, it's
pretty steep," Judge Glenn commented at a March 15, 2011,
hearing, Bloomberg notes.  The loan nonetheless appeared to be
the best available option for Borders, Judge Glenn said,
according to the report.

Counsel to the Debtors, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, told Judge Glenn at
the hearing that the Debtors must have credit because "without
that, it can't survive," Bloomberg relays.

The DIP Credit Agreement contemplates financing of a $450,000,000
Working Capital Facility and a $55,000,000 Term Loan B Facility.
The Working Capital Facility is further comprised of a
$410,000,000 million revolver credit facility, a $20,000,000
"first in last out" term loan, and an additional $20,000,000 cash
management facility.

The Debtors have previously been granted interim access of up to
$400,000,000 of the DIP Loan Facility.

As of March 14, 2011, objections to the final approval of the DIP
Loan Motion filed by Bell County and County of Denton, Burleson
ISD, City of Burleson, City of Colleyville, Grapevine-Colleyville
ISD, City of Grapevine, Clear Creek ISD, Woodlands Metro MUD,
Woodlands RUD #1, and Baybrook MUD #1; Lewisville Independent
School District; and Verizon Communications, Inc. have been
consensually resolved, Mr. Friedman related in a notice filed
with the Court.

Mr. Friedman further disclosed that the parties have reached a
tentative agreement resolving the Official Committee of Unsecured
Creditors' objection to the DIP Loan Motion.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Court to OK Injunction Against Utilities
-------------------------------------------------------
At a hearing held on March 15, 2011, Judge Martin Glenn said he
would approve Borders Group Inc.'s motion for injunction against
utility companies with some revisions, Tiffany Kary of Bloomberg
News related.

Judge Glenn also pointed to Jeffrey Gleit, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, that the Debtors'
motion is "taken almost verbatim" from a motion for injunction
against utility companies in Blockbuster's bankruptcy case
drafted by Weil, Gotshal & Manges LLP, but that Mr. Gleit did not
cite Weil, Bloomberg related.  As a result, Judge Glenn
prohibited Kasowitz Benson from charging fees for its work on the
Debtors' Motion, including those for inserting the Borders case
caption on a Weil pleading, Bloomberg noted.

Mr. Gleit, a former Weil associate, apologized to Judge Glenn for
his mistake, saying that he often sees passages he drafted in
Weil's motions, Bloomberg stated.

As of March 14, 2011, the objections of Nevada Power Company;
Public Service Company of New Mexico; Potomac Electric Power
Company, Florida Power & Light Company, Entergy, Delmarva Power,
Central Maine Power Company, and Atlantic City Electric; and
Puerto Rico Electric Power Authority have been consensually
resolved, according to the Debtors' counsel, David M. Friedman,
Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York.

Mr. Friedman further disclosed that the hearing on the objection
of Allegheny Power has been consensually adjourned until April 7,
2011.

A formal order on the Utility Motion has yet to be entered by the
Court.

                          *     *     *

Public Service of Company of New Mexico withdrew its objection
and incorporated memorandum of law, citing that it has resolved
its dispute with the Debtors via a settlement.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: NYSE Delists Common Stock
----------------------------------------
The New York Stock Exchange LLC filed with the U.S. Securities
and Exchange Commission on March 9, 2011, a notification of
removal from listing and registration of common stock of Borders
Group, Inc.

Pursuant to Section 240.12d2-1 of Title 17 of the Code of Federal
Regulations, the NYSE has complied with its rules to strike the
class of securities from listing or withdraw registration on the
Exchange.

The NYSE will remove the BGP symbol from the roster of company
tickers on the exchange on March 21, Crain's Detroit Business
said in a separate report.

Crain's Detroit noted that taking the Borders symbol is a
technicality as the NYSE suspended all public trading for Borders
when the company filed for bankruptcy on February 16, 2011.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Manga Publisher Lays Off Staff
---------------------------------------------
Stu Levy, chief executive officer of North American manga
publisher Tokyopop, cited the Borders Group, Inc.'s Chapter 11
filing case as reason for the layoffs of the publisher's editors,
Anime News Network related, citing the ICv2 retail news source.

"Borders -- our biggest customer -- went bankrupt, owed us a lot
money, which they didn't pay us, and as a result we are in a very
challenging situation, and have had to react quickly to the
situation.  We did need to let a few people go - and it's
horrible for everyone involved to ever have to let people go.  We
will continue to do everything we can to evolve the manga
business and we very much appreciate the support of our fans, our
partners, our creators, and out retail customers," Mr. Levy said,
the report related.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BOSTON BIOMEDICAL: S&P Cuts Rating to 'BB+' on Poor Fin'l Trends
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on the series 1999 Boston Biomedical Research
Institute bonds issued by the Massachusetts Development
Finance Agency based on the institute's negative operating
performance, reduced levels of financial resources, and a
continued high debt burden.

The 'BB+' rating reflects Standard & Poor's view of BBRI's
operating deficits for three fiscal years with another, albeit
smaller, deficit expected for fiscal 2011, as well as a small
revenue base, lack of revenue diversity, and high debt burden.

Standard & Poor's believes BBRI's positive rating factors include
its role as a center for basic biomedical research; a long history
of NIH funding; strong collaborative relationships with top
universities, medical schools, biotechnology industry and
hospitals; and strong financial resource levels for the rating
category.  Standard & Poor's also considers BBRI's growing level
of grants and contracts in fiscals 2010 and 2011 another positive
rating factor; however, this is balanced by an uncertain future
federal funding environment.

"The stable outlook reflects our expectation that, over the next
24 months, BBRI will continue to improve its operating
performance, diversify its revenue base with the growth of
contributions, and maintain financial resources that are
consistent with the rating category," said Standard & Poor's
credit analyst Nick Waugh.  "We could consider a negative rating
action during the outlook period, if there is a deterioration in
operating performance, or a reduction in financial resources
relative to the rating category," said Mr. Waugh.

Standard & Poor's does not expect to raise the rating during the
outlook period given current weak operating performance, and the
uncertain federal funding environment; however, the generation of
positive operations on a full accrual basis would be viewed
favorably.

The bonds are a general obligation of BBRI, which used proceeds to
finance the purchase and renovation of a new headquarters building
in Watertown, Mass.  As of the fiscal year ended June 30, 2010,
BBRI had $14.1 million of debt (including capital leases), which
is being paid down every year.

BBRI is an independent not-for-profit institution dedicated to
basic biomedical research to promote the understanding, treatment,
and prevention of specific human diseases, and to the training of
research scientists.


BOWE SYSTEC: PBGC to Cover Pensions for US Unit's Workers
---------------------------------------------------------
The Pension Benefit Guaranty Corporation will cover the retirement
benefits of nearly 800 employees and retirees of Bowe Bell +
Howell Co., a maker of high-speed postal inserting and sorting
systems based in Wheeling, Ill.

The PBGC, which safeguards the pensions of 44 million Americans,
acted because Bowe Bell + Howell's parent company, Bowe Systec AG
of Augsburg, Germany, is selling all its assets in bankruptcy.
Following the sale, the pension plan will be abandoned, leaving
PBGC to pay about $21 million in unfunded benefits.

By taking action before the sale, the agency can more easily
recover assets from the company and its units to help pay benefits
to members of Bowe Bell + Howell's retirement plan.

In general, PBGC will pay the benefit that a retiree would earn if
they retired at age 65. However, there is a legal maximum, $54,000
per year for a 65-year-old, and lower for people who retire before
age 65 or choose survivor benefits. In addition, certain early-
retirement payments and recent benefit increases are generally not
covered.

Further information is available at the PBGC Web site,
www.pbgc.gov, or by calling toll-free 1-800-400-7242. TTY/TDD
users should call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Bowe Bell + Howell retirees who get their pension from PBGC may be
eligible for the federal Health Coverage Tax Credit. For more
information, see

     http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html

PBGC, which receives no taxpayer funds, will take over the pension
plan assets and use insurance premiums to pay covered benefits.
The company's pension plan has $24.6 million in assets to cover
$45.5 million in benefit liabilities, according to the PBGC. The
agency expects to cover $20.8 million of the $20.9 million
shortfall.

PBGC's action will not have a significant impact on the agency's
financial statements. PBGC included an estimate of Bowe Bell +
Howell's benefit payments in its fiscal year 2010 financial
statements, in keeping with generally accepted accounting
principles.


BRANCHWOOD PROPERTIES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Branchwood Properties Associates, LLC
          dba A 2nd Attic
        3324 Talladega Springs Road
        Sylacauga, AL 35150

Bankruptcy Case No.: 11-40687

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Northern District Of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  HARRY P. LONG
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  E-mail: hlonglegal@aol.com

Scheduled Assets: $3,512,230

Scheduled Debts: $2,529,507

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-40687.pdf

The petition was signed by Bruce Livingston, member.


BROWN PUBLISHING: Improves Plan Ahead of April 5 Hearing
--------------------------------------------------------
U.S. Bankruptcy Judge Dorothy T. Eisenberg will convene a hearing
on April 5, 2011 at 11:00 a.m. Eastern Time, to consider approval
of the disclosure statement explaining the proposed Chapter 11
Plan of Liquidation of The Brown Publishing Company, Brown Media
Holdings Company, and their respective debtor affiliates and
subsidiaries.

The Debtors submitted their proposed Plan and Disclosure Statement
on Nov. 12, 2011.  The bankruptcy judge was scheduled to convene a
hearing on Dec. 16, 2010, but the Debtors and the Official
Committee of Unsecured Creditors agreed to the adjournment of the
disclosure statement hearing until Feb. 8 in light of the pre-
trial conference scheduled for Dec. 16 in connection with the
lawsuit commenced by the Committee against PNC Bank, N.A. (the
agent of the prepetition secured first lien lenders) and other
parties.  Counsel for the Debtors sent a notice last month that
the disclosure statement hearing has again been adjourned, with
the hearing now scheduled for April 5, 2011 at 11:00 a.m. Eastern
Time.

The Debtors on March 4 filed their First Amended Joint Chapter 11
Plan of Liquidation and First Amended Disclosure Statement.  The
Debtors also filed black-lined copies to show changes from the
Nov. 12, 2010 iteration of the documents.

As of the Petition Date, the Debtor owed lenders owed $72,727,041
under a revolver provided by a first lien credit agreement and
$24,300,336 under a term loan provided by a second lien agreement.

In September 2010, the Debtors sold most of their assets for
$27,090,000 to DPH Holdings, LLC, and Ohio Community Media, LLC.
The Debtors have used the proceeds of the sales to pay the first
lien lenders.  The first lien lenders still have deficiency claims
of $45,637,041.

The Plan provides for the creation of a Liquidating Trust that
will undertake to liquidate the Debtors' remaining assets, resolve
all outstanding Claims against, and Interests in, the Debtors, and
investigate and if appropriate, pursue any causes of action that
may belong to the Debtors' estates.


According to the Amended Disclosure Statement, holders of general
unsecured claims totaling $38,000,000 will recover 0.7% of their
claims in cash.  The pay off to the unsecured creditors will be
funded from the "GUC Gift", i.e. the up to $275,000 to be set
aside for the benefit of holders general unsecured claims.

Holders of equity interests won't receive anything.

According to the Amended Plan, in exchange of the withdrawal of
the lawsuit filed by the Committee, the first lien lenders have
agreed to make a payment to the liquidating trust in the amount of
$870,000 (of which $620,000 will be refundable to the lenders) and
allow the trust to use $450,000 of cash collateral to fund the
implementation of the Plan.

Payments of remaining obligations to professionals will be capped
at $1,320,000.  To the extent the allowed retained professional
fee claims exceed the cap, the professionals will defer, or waive
payment, of the shortfall until the final distribution date.

The liquidating trust will dispose of the remaining assets of the
Debtors.  Once the GUC Gift has been funded and the $620,000 plan
advance has been paid from the proceeds of the sales, 70% of the
additional net proceeds will be paid to the first lien lender on
account of its deficiency claim.  The remaining 30% will be used
to satisfy the Professional Fee Shortfall, if any, until paid in
full and (ii) thereafter to be paid into a segregated account for
distribution to holders of general unsecured claims.

As of Feb. 6, 2011, the Debtors have cash on had on about
$806,000.  A liquidating trust may realize additional funds from
the prosecution of causes of action.

A black-lined copy of the Disclosure Statement is available for
free at:

   http://bankrupt.com/misc/BrownPublishing.BlacklinedDS.pdf

                      About Brown Publishing

Headquartered in Cincinnati, Ohio, The Brown Publishing Company
owns business publications in Ohio, Utah, Texas, South Carolina,
New York, and Iowa.  Brown publishes 15 daily, 32 weekly, 11
business and 41 free publications.  There are also 51 websites.
Seventy-eight of the publications are in Ohio.  Brown publishes
Dan's Papers, the weekly newspaper with the largest circulation in
the area of eastern Long Island, New York, known as the Hamptons.
Brown also publishes the Montauk Pioneer, which it calls the
official newspaper of Montauk, New York.

On April 30, 2010, and May 1, 2010, each of the Company, Brown
Media Holdings Company, and their respective debtor affiliates
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Lead Case Case No. 10-73295).
Edward M.Fox, Esq., at K&L Gates LLP, in New York, assists the
Debtors in their restructuring effort.  Mesirow Finanial
Consulting, LLC, is the Debtors' financial advisor.  Sam B.
Mitchell is the Debtors' investment banker, and CBIZ MHM, LLC, is
the Debtors' accountants.  Epiq Systems is the claims and notice
agent.

Cole, Schotz, Meisel, Leonard & Forman, P.A., acts as counsel for
the Creditors' Committee.  Argus Management Corporation serves as
financial advisor to the Creditors Committee.

The Brown Publishing Company estimated $10 million to $50 million
in assets and debts in its Chapter 11 petition.  Brown Media
Holdings Company disclosed assets of $94 million against debt
totaling $104.6 million.

On Sept. 3, 2010, the Debtors completed the sale of substantially
all of their assets.  The Debtor sold most of the assets of Ohio-
based newspaper chain Brown Publishing Co. to Ohio Community Media
LLC, which was formed by the Company's lenders, for about
$21.8 million.


BULLDOG LANES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bulldog Lanes, LLC
        400 Highway 12 West
        Starkville, MS 39759

Bankruptcy Case No.: 11-11221

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

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

The petition was signed by William D. Norris, Jr., member.


C&D TECHNOLOGIES: effects 1-for-35 Reverse Stock Split
------------------------------------------------------
C&D Technologies, Inc., filed an amendment to its amended and
restated certificate of incorporation to decrease the number of
authorized shares of the Company's common stock, par value $.01
per share, from 600,000,000 to 25,000,000.  The Amendment also
effected a reverse stock split of the issued and outstanding and
treasury shares of Common Stock at a ratio of 1-for-35.

Pursuant to the Reverse Stock Split, each 35 shares of the issued
and outstanding and treasury shares of Common Stock will be
combined and reclassified into 1 share of Common Stock.  Each
stockholder otherwise entitled to receive a fractional share of
Common Stock as a result of the reverse stock split will receive
one full share of Common Stock in lieu of the Company issuing such
fractional share or paying cash in respect thereof.

The Company previously filed an Information Statement on Schedule
14C with the Securities and Exchange Commission describing, among
other things, the Authorized Share Reduction and the Reverse Stock
Split.

                       About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company's balance sheet at Oct. 31, 2010, showed
$250.37 million in assets, $265.79 million in liabilities and
a stockholders' deficit of $15.42 million.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
November 1, 2010.


CANAL CAPITAL: Incurs $62,470 Net Loss in Jan. 31 Qtr.
------------------------------------------------------
Canal Capital Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $62,470 on $70,244 of real estate revenues for the
three months ended Jan. 31, 2011, compared with a net loss of
$75,262 on $76,230 of real estate revenues for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2011 showed $2.57 million
in total assets, $2.17 million in total liabilities, and $400,572
in stockholders' equity.

The Company said in the Form 10-Q that while it is currently
operating as a going concern, certain significant factors raise
substantial doubt about its ability to continue as a going
concern.  The Company has suffered recurring losses from
operations and is obligated to continue making substantial annual
contributions to its defined benefit pension plan.

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

              http://ResearchArchives.com/t/s?7556

                        About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

                        Going Concern Doubt

In its annual report on Form 10-K for fiscal year ended Oct. 31,
2010, the Company said significant factors raise substantial doubt
about the Company's ability to continue as a going concern.  "The
Company has suffered recurring losses from operations and is
obligated to continue making substantial annual contributions to
its defined benefit pension plan."

Due to financial constraints Canal's fiscal 2010 and 2009
financial statements have been presented in the Form 10-K without
benefit of independent audit.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.


CASCADE BANCORP: Lowers Net Loss to $13.65-Mil. in 2010
-------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$13.65 million on $84.98 million of total interest and dividend
income for the year ended Dec. 31, 2010, compared with a net loss
of $114.83 million on $106.81 million of total interest and
dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.71 billion
in total assets, $1.70 billion in total liabilities and $10.05
million in total stockholders' equity.

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

               http://ResearchArchives.com/t/s?754f

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.


CELL THERAPEUTICS: CEO J. Bianco Has New 2-Year Contract
--------------------------------------------------------
On March 9, 2011, the Compensation Committee of the Board of
Directors of Cell Therapeutics, Inc., approved an employment
agreement with James A. Bianco, M.D., Chief Executive Officer of
the Company, effective Jan. 1, 2011 to replace Dr. Bianco's
existing employment agreement that had expired on Dec. 31, 2010.
The initial term of the Employment Agreement is two years, subject
to automatic annual extensions unless either party gives advance
written notice of its intent not to extend the term.

Pursuant to the Employment Agreement, Dr. Bianco will continue to
receive a base salary of $650,000, which has remained unchanged
since 2005, and will continue to be considered for an annual bonus
with a target bonus of at least 50% of his annual base salary upon
100% achievement of the applicable goals established for the
corresponding year.  Dr. Bianco's annual bonus may be up to 125%
of his annual base salary for performance in excess of the
applicable goals.

Pursuant to the Employment Agreement, if Dr. Bianco's employment
is terminated by the Company without cause or if he resigns for
good reason, he will receive the following severance benefits:

   (1) cash severance equal to two years of his base salary;

   (2) reimbursement for up to two years by the Company for
       COBRA premiums to continue his medical coverage and that
       of his eligible dependents; and

   (3) continued payment for up to two years by the Company of
       premiums to maintain life insurance paid for by the
       Company at the time of his termination.

In addition, Dr. Bianco would be entitled to accelerated vesting
of all of his then-outstanding and unvested stock-based
compensation, and his outstanding stock options would remain
exercisable for a period of two years following the severance
date.  In the event of a change of control of the Company, if Dr.
Bianco is terminated without cause or resigns for good reason upon
or within two years after the change of control, he will receive
cash severance in the form of a lump sum payment equal to two
years of his base salary, plus an amount equal to the greater of
the average of his three prior years' bonuses or thirty percent of
his base salary, as well as the benefits and (3) above.
Dr. Bianco's right to receive these severance benefits is
conditioned upon his executing a release of claims in favor of the
Company and complying with certain restrictive covenants set forth
in the Employment Agreement.  Further, if the Company is required
to restate financials due to its material noncompliance with any
financial reporting requirement under the U.S. securities laws
during any period for which Dr. Bianco was Chief Executive Officer
of the Company or Dr. Bianco acts in a manner that would have
constituted cause for his termination had he been employed at the
time of such act, Dr. Bianco will not be entitled to any severance
benefits that have not been paid, and will be required to repay
any portion of the severance to the Company that has already been
paid.  The Employment Agreement further provides that if there is
a change of control of the Company during Dr. Bianco's employment
with the Company, all of his then-outstanding and unvested stock-
based compensation will fully vest and all outstanding stock
options will remain exercisable for a period of two years
following Dr. Bianco's severance date.

Dr. Bianco is not entitled to any tax gross-up payments from the
Company.  Instead, should any benefits payable to Dr. Bianco in
connection with a change in control of the Company be subject to
the excise tax imposed under Sections 280G and 4999 of the U.S.
Internal Revenue Code of 1986, Dr. Bianco will be entitled to
either payment of the benefits in full (but no gross-up payment)
or a reduction in the benefits to the extent necessary to avoid
triggering the excise tax, whichever would result in his receiving
the greater benefit on an after-tax basis.

A copy of the Employment Agreement is available for free at:

               http://ResearchArchives.com/t/s?7549

                     About Cell Therapeutics

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

The Company's balance sheet at Dec. 31, 2010, showed $53.6 million
in total assets, $45.3 million in total liabilities, $13.4 million
in common stock purchase warrants, and a stockholders' deficit of
$5.1 million.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.


CHARLESTON ASSOCIATES: Can Continue Using BofA Cash Until April 30
------------------------------------------------------------------
On March 2, 2011, the U.S. Bankruptcy Court for the District of
Delaware approved a seventh stipulation between Charleston
Associates, LLC, and C-III Asset Management LLC, acting solely in
its capacity as Special Services on behalf of Bank of America,
National Association, permitting the Debtor to use for an interim
period from Feb. 28, 2011, to April 30, 2011, the rents from the
The Shops at Boca Park, which constitute cash collateral of BofA.

The use of cash collateral will be solely to fund ordinary and
necessary costs of operating The Shops at Boca Park shopping
center as provided in a budget.

The Debtor acknowledges that as of the Petition Date, it was
indebted to Bank of America in the aggregate of $64,009,890,
including principal, interest, fees, and expenses, default
interest and certain legal fees and expenses.

As adequate protection, the Debtor grants to the Secured Lender
replacement liens in assets of the Debtor's estate to the same
extent as the Secured Lender's prepetition liens in such assets.

The parties agree to continue the final hearing on the Debtor's
motion to April 20, 2011, at 1:00 p.m.

A copy of the Seventh Cash Collateral Stipulation is available for
free at http://bankrupt.com/misc/charleston.7thccstipulation.pdf

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., and Karen M. Borg,
Esq., at Butler Rubin Saltarelli & Boyd LLP, in Chicago,
represents the Debtor as counsel.  Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., serves as
local counsel.  In its schedules, the Debtor disclosed $92,348,446
in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHEM RX: Ex-Employee Opposes "Mary Carter" Plan by Creditors
------------------------------------------------------------
BankruptcyData.com reports that former Chem Rx employee, Steven
Silva, filed an objection with the U.S. Bankruptcy Court to the
confirmation of Chem Rx's First Amended Joint Plan of Liquidation.

BData says the objection stated, among other things, that the Plan
amounts to an impermissible "Mary Carter" agreement under which
defendants settling fraudulent conveyance claims arising from the
merger will be entitled to share in any recoveries from litigation
contemplated against other parties who participated in the same
merger.  Such agreements, the objection stated, are void as
against public policy and fairness to non-settling potential
defendants such as the Silva's.  Mr. Silva filed proof of claims
for just under $6 million.

A hearing on the matter is scheduled for April 7, 2011.

                          Creditors' Plan

As reported in the Troubled Company Reporter on Jan. 11, 2011,
Canadian Imperial Bank of Commerce, New York Agency, as
administrative agent for the first lien lenders, and the
official committee of unsecured creditors for Chem Rx Corp. filed
with the U.S. Bankruptcy Court a Joint Plan of Liquidation and
related Disclosure Statement for Chem Rx.

The central component of the Plan is the compromise and settlement
of the Committee Litigation and any and all Claims and Estate
Causes of Action by the Creditors Committee on behalf of the
Debtors' Estates as of the Effective Date against the Secured
Lenders and the First Lien Agent, subject to the occurrence of the
Effective Date.  Additionally, the Plan contemplates the
establishment of a Litigation Trust to prosecute Estate Causes of
Action.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims.  Unimpaired.  Paid in full in Cash,
        without interest.

Class 2. Other Secured Claims.  Impaired.  Each holder of an
        Allowed Other Secured Claim will receive, at the option of
        the First Lien Agent (a) Cash equal to the net proceeds
        of the sale or disposition of the Collateral securing that
        holder's Allowed Other Secured Claim, without interest; or
        (b) the Collateral; or (c) such other Plan distribution
        necessary to satisfy the requirements of the Bankruptcy
        Code.

Class 3. Secured Lender Claims.  Impaired.  Each holder of an
        Allowed Secured Lender Claim will receive:

        a. its Pro Rata share of (i) 100% of the Available
           Proceeds; (ii) beneficial interests in the Litigation
           Trust; and (iii) any Assets of the Debtors remaining on
           the Effective Date, except for (x) the Consummation
           Account, (y) Causes of Action and (z) the Litigation
           Trust Reserve.

        b. upon satisfaction of all Allowed Administrative Claims,
           Allowed Priority Claims, Allowed Priority Tax Claims
           and Allowed Other Secured Claims, its Pro Rata share of
           the amounts remaining in the Consummation Account,
           provided that the Plan Administrator will be entitled
           to deduct certain amounts as provided under the Plan.

        c. tax refunds or any other refund of any kind or nature.

        d. the releases to the Released Claims.

Class 4. General Unsecured Claims.  Impaired.  Holders of Allowed
        General Unsecured Claims will receive their Pro Rata share
        of the beneficial interests in the Litigation Trust and
        receive Litigation Trust Distributions in accordance with
        and pursuant to Section 6.3.9 of the Plan and the terms of
        the Litigation Trust Reserve on the Effective Date.

Class 5. Subordinated Claims.  Impaired.  Holders of Subordinated
        Claims will receive, upon full payment of Secured Lender
        Claims, Secured Lender Deficiency Claims and Second Lien
        Lender Claims, any remaining interest in the Litigation
        Trust Distributions.

Class 6. Equity Interests.  Impaired.  All Equity Interests will
        be deemed canceled and extinguished, and the holders will
        not receive any Plan or Litigation Distribution, or be
        entitled to retain any property or interest in property.

The Available Proceeds refer to the Cash on hand in the
Manufacturers and Traders Trust Company (M&T) Account, the Escrow
Account held by Greenberg Traurig LLP, and the Wells Fargo Account
on the Effective Date, immediately following the funding of the
Consummation Account and the Litigation Trust Reserve pursuant to
terms of the Plan.

The Consummation Account means the account to be established by
the Plan Administrator on the Effective Date which will be funded
(a) first, from funds in the M&T Account at the Effective Date;
and (b) thereafter, in an amount up to a maximum of $4.6 million,
(i) first, from the funds remaining in the Escrow Account on the
Effective Date and (ii) finally, from the funds available in the
Wells Fargo Account on the Effective Date.

The Litigation Reserve refers to the money market account to be
established by the Litigation Trustee and funded in the amount of
$2 million on the Effective Date.

A copy of the First Amended Plan of Liquidation is available for
free at:

    http://bankrupt.com/misc/ChemRx.BlacklinedCommitteeDS.pdf

                       About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as co-
counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CLEARWIRE CORP: Intel Nominee Steps Down from Board
---------------------------------------------------
On Feb. 11, 2011, Arvind Sodhani informed Clearwire Corporation of
his decision to resign from his position on the Company's Board of
Directors, effective immediately.  Mr. Sodhani's resignation is
not due to any disagreements with the Company on any matters
relating to the Company's operations, policies, or practices.

Mr. Sodhani was originally nominated to his position on the Board
by Intel Corporation, pursuant to the terms of the Equityholders'
Agreement dated Nov. 28, 2008 by and among the Company, Intel,
Sprint Nextel Corporation, Google Inc., Comcast Corporation, Time
Warner Cable Inc., Bright House Networks LLC, and Eagle River
Holdings, LLC.  Intel retains the right to nominate one director
under the Equityholders' Agreement.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

The audit reports of Deloitte & Touche LLP, in Seattle,
Washington, on the Company's financial statements for 2009 and
2010 did not include a going concern qualification.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLEARWIRE CORP: Amends Services Agreement With Amdocs Software
--------------------------------------------------------------
On March 9, 2011, Clearwire US LLC, an indirect subsidiary of
Clearwire Corporation and Amdocs Software Systems Limited entered
into an Amendment to the Customer Care and Billing Services
Agreement that was originally entered into by the parties on
March 31, 2009.  The Agreement calls for Amdocs to provide a
customized customer care and billing platform to Clearwire US and
its subsidiaries and affiliates.

The Amendment reflects changes related to Clearwire US's decision
to (1) continue to use, and expand the use of, the Platform to
support customer care and billing services for its wholesale
business and (2) remain on its existing care and billing system
that Amdocs also maintains for Clearwire US for its retail
business.  The Amendment cancels services no longer needed, such
as support of system environments used for development and testing
of the retail Platform.  The Amendment also reduced the overall
fees associated with support & customization for both the Platform
and the retail care and billing system.  The initial term of the
Agreement and termination rights remain unchanged.  Also, the
license and support term of the retail care and billing system has
been extended to be coterminous with the Agreement.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

The audit reports of Deloitte & Touche LLP, in Seattle,
Washington, on the Company's financial statements for 2009 and
2010 did not include a going concern qualification.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


COLUMBIAN CHEMICALS: S&P Affirms 'BB-' Corporate Credit
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Netherlands-based Indigold Carbon BV.  The
outlook is stable.  At the same time, we removed all ratings on
Columbian Chemicals Acquisition LLC from CreditWatch with negative
implications, where they had been placed on Jan. 31, 2011,
following the announcement that Aditya Birla Group had entered
into a definitive agreement to acquire the company.  The
CreditWatch placement reflected the risk that additional debt
associated with the acquisition could weaken financial metrics
without measurable offsetting benefits to the business or
financial risk profiles.

"At the same time, we assigned our 'BB-' issue-level ratings (the
same as the corporate credit rating) to Indigold Carbon USA's
$575 million senior secured credit facilities.  The recovery
ratings are '3', indicating our expectation of meaningful recovery
(50%-70%) in the event of a payment default," S&P said.

The company proposes to use the proceeds, along with equity from
Aditya Birla Group, to refinance existing debt and fund the
acquisition of Columbian Chemicals from One Equity Partners LLC,
an affiliate of JPMorgan Chase & Co.  The senior facilities
consist of a $75 million revolving credit facility due 2016, a
$175 million term loan A due 2016, and a $325 million term loan B
due 2018.

"The ratings on Indigold Carbon reflect the company's aggressive
financial risk profile as well as its fair business risk profile.
"Although Indigold Carbon is the world's third-largest
manufacturer of carbon black, it has a narrow product focus, and
substantial customer and end-market concentration related to sales
to the automotive and tire industries," said Standard & Poor's
credit analyst Seamus Ryan.  "The stable outlook reflects our
expectation that modest improvements in global demand for carbon
black applications should support operating results and credit
quality.  We expect the new ownership will be prudent in its
investment plans and we do not expect an increase in debt leverage
from dividends or acquisitions."


COMCAM INTERNATIONAL: Gets $400,000 Secured Loan From Bartek
------------------------------------------------------------
On Feb. 25, 2011 ComCam International, Inc., executed a secured
promissory note in favor of Bartek Investments -1, Ltd., in
exchange for $400,000 pursuant to the exemptions from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended.

The Note is to be repaid with quarterly principal payments of
$100,000 due on May 25, 2011, Aug. 25, 2011, and Nov. 25, 2011
with a final payment of $172,000 on Feb. 25, 2012 consisting of
principal and accrued interest of 18%.  The obligation is secured
by the stock of the Company's wholly owned subsidiary Pinnacle
Integrated Systems, Inc., and includes a share purchase warrant
for the holder of the Note to purchase up to 100,000 shares of the
Company's common stock at a price of $0.50 a share for a term of
five years.

The transaction was approved by the Company's board of directors.

                     About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

ComCam International's balance sheet at Sept. 30, 2010, showed
$2.1 million in total assets, $2.5 million in total liabilities,
and a stockholders' deficit of $438,243.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2010,
Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt about ComCam International's ability to continue
as a going concern, following its 2009 results.  The independent
auditors noted of the Company's substantial losses and working
capital deficit.


COMMERCIAL VEHICLE: Reports $6.48 Million Net Income in 2010
------------------------------------------------------------
Commercial Vehicle Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $6.48 million on $597.77 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $81.53 million on
$458.56 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$286.20 million in total assets, $286.31 million in total
liabilities and a $112,000 stockholders' deficit.

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

               http://ResearchArchives.com/t/s?7554

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                           *     *     *

Commercial Vehicle carries a 'Caa1' Corporate Family Rating from
Moody's Investors Service.  It has 'CCC+' issuer credit ratings
from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group's Corporate Family Rating to 'Caa1' from 'Caa2', and
revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the 'Caa1' CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.


COMPLIANCE SYSTEMS: Surrendered All Assets to Agile
---------------------------------------------------
According to a regulatory filing dated Feb. 22, 2011, but made
available on March 2, 2011, Compliance Systems Corporation
surrendered at the end of last year all assets to Agile
Opportunity Fund, LLC, to pay off a defaulted loan.

The regulatory filing relates that on Dec. 1, 2010, Compliance
Systems entered into and consummated the transactions contemplated
by an Agreement and Consent to Surrender of Collateral with Agile
Opportunity Fund, LLC, the then owner of record of two secured
convertible debentures of the Company in the aggregate principal
amount of $1.94 million.

On Nov. 18, 2010, Agile had notified the Company that Agile deemed
the Company to be in default under the Agile Debentures.  The
default related to the Company's failure to make interest payments
under the Agile Debentures, which totaled $281,939 as of Oct. 31,
2010, the most recent interest payment date under the Agile
Debentures.  Compliance Systems had five business days in which to
cure such default.  Compliance Systems failed to cure the default
and, effective Nov. 23, 2010, an Event of Default under the Agile
Debentures was deemed to have occurred.  The occurrence of an
Event of Default resulted in the acceleration of all amounts due
under the Agile Debentures.  Compliance Systems had previously
granted Agile a first priority security interest in all of its
assets.  In addition, each of Call Compliance Inc. and Execuserve
Corp., two of the Company's subsidiaries when it originally sold
and issued the Agile Debentures, guaranteed all of the obligations
under the Agile Debentures and granted Agile a first priority
security interest in all of their respective assets.  Accordingly,
upon the occurrence of the Event of Default, Agile was entitled to
enforce its rights as a secured lender, including the right to
foreclose on all of our, CCI's and Execuserve's assets, up to the
amount owing under the Agile Debentures.  Compliance Systems
believe that the value of the Collateral subject to foreclosure by
Agile was not equal to or in excess of the amount owing under the
Agile Debentures.

The Surrender Agreement contemplated that Agile accept the
Collateral in full satisfaction of the indebtedness evidenced by
the Agile Debentures and that the Company, CCI and Execuserve
surrender, assign and transfer to Agile the Collateral in full
satisfaction of the indebtedness evidenced by the Agile
Debentures.  The acceptance, surrender, assignment and transfer of
the Collateral was deemed effective as of the date of the
Surrender Agreement.  Accordingly, effective as of Dec. 1, 2010,
all of the Company, CCI's and Execuserve's assets were
surrendered, assigned and transferred to Agile and the Company's
obligations under the Agile Debentures were deemed fully
satisfied.

Dean Garfinkel, who served as the Company's president and chief
executive officer until Nov. 23, 2010, Barry Brookstein, currently
chief financial and interim chief executive officer, and Spirits
Management, Inc., a company in which Mr. Brookstein is the sole
officer and stockholder, each granted Agile a limited non-recourse
guaranty with respect to the amounts due under the Agile
Debentures.  Such non-recourse guarantees are limited to preferred
stock of the Company held by Mr. Garfinkel, Mr. Brookstein and
Spirits.  The preferred stock subject to the limited guarantees
consists of:

* 200,000 shares of our Series A Senior Convertible Voting Non-
  Redeemable Preferred Stock, 500,000 shares of our Series B
  Senior Subordinated Convertible Voting Redeemable Preferred
  Stock and 406,992 shares of Series C Senior Subordinated
  Convertible Voting Redeemable Preferred Stock owned by Mr.
  Brookstein;

* 466,750 shares of Series C preferred Stock owned by
  Mr. Garfinkel; and

* 750,000 shares of Series B Preferred Stock and 450,601 shares of
  Series C Preferred Stock owned by Spirits.

At the current exchange rate, the preferred stock subject to the
non-recourse guarantees is convertible into a total of 282,855,707
shares of the Company's common stock.

Agile has returned to Mr. Brookstein and Spirits their preferred
stock.  The Company has not been advised as to whether or not
Agile intends to foreclose on the Garfinkel Preferred Stock.

                   About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.

The Company's balance sheet at Sept. 30, 2010, showed
$1.46 million in total assets, $5.03 million in total
liabilities, and a stockholders' deficit of $3.56 million.


CONFECTIONERS FINANCE: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Confectioners Finance, LLC
                4500 North 32nd Street, 100E
                Phoenix, AZ 85018

Bankruptcy Case No.: 11-06576

Involuntary Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Pro Se

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Matt Doney                         --                           --
33791 Lake Front Drive
Warrenton, OR 97146

Bill Collamer                      --                           --
7135 E. Camelback Road
Scottsdale, AZ 85251

Shawn Riley                        --                           --
216 N. Iowa Street
Chandler, AZ 85225


CONSTAR INT'L: Modifies Plan Ahead of April 25 Hearing
------------------------------------------------------
Constar International Inc. will present its pre-arranged plan for
confirmation at a hearing on April 25, 2011.  Objections to
confirmation of the Plan are due April 15.

On March 14, 2011, Constar gave notice that it has modified the
First Amended Disclosure Statement for the First Amended Joint
Plan of Reorganization, dated Feb. 22, 2011.

A copy of the First Amended Disclosure Statement, as modified, is
attached as Exhibit A to the notice.  A black-line showing the
changes is attached as Exhibit B to the notice.  A full-text copy
of the notice of the modifications is available for free at:

http://bankrupt.com/misc/constar.noticeofDSmodifications.pdf

As reported in the Troubled Company Reporter on March 16, 2011,
according to the Disclosure Statement, the Reorganized Debtors
will emerge with approximately 60% less funded debt, after giving
effect to the restructuring transactions contemplated by the Plan.

The Plan includes: $15 million of indebtedness under the Debtors'
DIP Facility may be rolled over (at the DIP Facility Providers'
election) into the financing available to the Debtors post-
emergence; $100 million of secured indebtedness under the Floating
Rate Notes and Floating Rate Note Indenture will be converted into
(i) $70 million in Shareholder Notes and (ii) 100% of the New
Overage Securities; the remaining $121.4 million of indebtedness
under the Floating Rate Notes and Floating Rate Note Indenture and
all other General Unsecured Claims will be converted into 100% of
the New Common Stock (subject to dilution by the Management
Incentive Plan), which New Common Stock will be distributed to the
Holders of such Claims Pro Rata; and Equity Interests in Constar
will be extinguished.

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection on Jan. 11, 2011 (Bankr. D. Del. Case No.
11-10109), with a Chapter 11 plan negotiated with holders of 75%
of the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


COSINE COMMUNICATIONS: 2011 Incentive Stock Plan Approved
---------------------------------------------------------
On Feb. 15, 2011, the Board of Directors of CoSine Communications,
Inc. approved a 2011 Incentive Stock Plan.  The 2011 Plan will be
used for future grants of stock options, restricted stock, stock
appreciation rights, and other equity incentives or stock or stock
based awards, including awards to made effective Feb 15, 2011.

The 2011 Plan authorizes (1) the issuance of stock grants and
other stock-based awards to the Company's employees, directors and
consultants, (2) the grant of incentive stock options to the
Company's employees and (3) the grant of non-qualified options to
the Company's employees, directors and consultants.  The purpose
of these awards is to attract and retain key personnel by
providing long term, equity-based incentives through ownership in
the Company.

Stock options granted under the 2011 Plan may either be incentive
stock options or non-qualified stock options.  The 2011 Plan will
be administered by the Board of Directors of the Company, or by a
committee appointed under the Board.  The exercise price per share
of a stock option, which is determined by the Board of Directors,
may not be less than 100% of the fair market value of the common
stock on the date of grant.  If an incentive stock option is
granted to an optionee who owns more than 10% of the total
combined voting power of the Company, the exercise price may not
be less than 110% of the fair market value of the common stock on
the date of grant.

An optionee's ability to exercise his or her shares is subject to
the vesting of the option.  At the time of the grant, a vesting
period is established, which generally extends over a period of a
few years.  After the option vests, an optionee will be able to
exercise the option with respect to the vested portion of the
shares and ultimately with respect to all of the vested shares,
until the expiration or termination of the option.  For non-
qualified options the term of the option is determined by the
Board of Directors, or by a committee appointed under the Board.
For incentive stock options the term of the option is not more
than ten years.  However, if the optionee owns more than 10% of
the total combined voting power of the Company, the term of the
incentive stock option will be no longer than five years.  In the
event of an option participant's termination of service with the
Company, he or she may exercise his or her option within the term
designated in the participant's option agreement.  In general, if
the termination is due to death or disability, the option will
remain exercisable for 6 months.

The 2011 Plan also provides for the issuance of an outright grant
of common stock or a stock grant that is deemed restricted.
Restricted stock is common stock that is subject to a substantial
risk of forfeiture until the end of a "restricted period" during
which the grantee must satisfy certain vesting conditions. If the
grantee does not satisfy the vesting conditions by the end of the
restricted period, the restricted stock is forfeited to the
Company.  During the restricted period, the holder of restricted
stock has the rights and privileges of a regular stockholder,
except that the restrictions set forth in the applicable award
agreement apply.  For example, the holder of restricted stock may
vote and receive dividends on the restricted shares; but he or she
may not sell the shares until the restrictions are lifted.  The
2011 Plan also authorizes the grant of other types of stock-based
compensation including, but not limited to stock appreciation
rights, performance stock awards, and restricted stock unit
awards.

The 2011 Plan automatically terminates on Feb. 15, 2021, unless it
is terminated earlier by a vote of the Company's stockholders or
the Board of Directors; provided, however, that any such action
does not affect the rights of any participants of the 2011 Plan.
In addition, the 2011 Plan may be amended by the stockholders of
the Company or the Board of Directors, subject to stockholder
approval if the Board of Directors determines it is of a scope
that requires stockholder approval.

A copy of the 2011 Incentive Stock Plan is available for free at:

               http://ResearchArchives.com/t/s?753f

In addition, on Feb. 15, 2011, the Board established the following
compensation structure for the Board effective Jan. 1, 2011:

     Annual cash retainer for Directors             $20,000
     Annual equity award for Directors              $50,000

In connection with the 2011 Board compensation structure, Terry R.
Gibson, the Company's sole executive officer, was granted in his
capacity as a director of the Company an annual cash retainer of
$20,000 and equity awards in form of restricted stock in the
amount of $50,000, 50% to vest immediately and 50% to vest on the
one year anniversary of the date of grant.  Pursuant to the
Company's service agreement with SP Corporate Services LLC, SP
Corporate Services LLP is responsible for Mr. Gibson's
compensation and benefits for his serving as our sole executive
officer.

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.

The Company's balance sheet at Dec. 31, 2010 showed $21.67 million
in total assets, $224,000 in total liabilities, all current, and
$21.45 million in total stockholders' equity.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications' actions in September 2004 in connection with its
ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.


COSINE COMMUNICATIONS: Incurs $929,000 Net Loss in 2010
-------------------------------------------------------
CoSine Communications, Inc., reported a net loss of $207,000 on $0
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $152,000 on $0 of revenue for the same period during
the prior year.  The Company also reported a net loss of $929,000
on $0 of revenue for the twelve months ended Dec. 31, 2010,
compared with a net loss of $597,000 on $0 of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $21.67 million
in total assets, $224,000 in total liabilities, all current, and
$21.45 million in total stockholders' equity.

A copy of the press release announcing the fourth quarter and full
year 2010 results is available for free at
http://ResearchArchives.com/t/s?7541

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications' actions in September 2004 in connection with its
ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.


CROSSTEX ENERGY: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Crosstex Energy, L.P.'s
Corporate Family Rating to B1 from B2 and upgraded the ratings on
its senior unsecured notes to B2.  The company's SGL-3 Speculative
Grade Liquidity rating remains unchanged.  The rating outlook is
stable.

"The ratings upgrade reflects Crosstex's improved financial
leverage metrics and the expected conservative management of its
distribution policies and capital spending program," commented
Gretchen French, Moody's Vice President -- Senior Analyst.

                        Ratings Rationale

Crosstex's B1 CFR is supported by the relatively high proportion
of its gross margin that is considered non-commodity based and
management's conservative business strategy in recent years, which
Moody's expect to remain in place as the company pursues growth
opportunities.  The rating also reflects the company's improved
financial leverage following significant debt reduction in 2009
and 2010.  The CFR is restrained by Crosstex's high level of
exposure to the relatively mature Barnett Shale, and inherent
volume and price risk in gathering and processing natural gas.
The rating also considers management's prior history of more
aggressive financial policies, and risks inherent to the MLP
business model.

Since the fourth quarter of 2008, Crosstex's management has
pursued a more conservative business strategy than in prior years,
focusing on improving financial flexibility and enhancing
profitability.  The company temporarily suspended distributions
and then reinstated unitholder payments at lower levels, sold over
$600 million in assets with the proceeds primarily used to repay
debt, sharply cut back capital spending and improved its cost
structure.  These financial policies contrast to the company's
prior track record, where management pursued an aggressive growth
strategy, with high multiples paid for acquisitions, elevated
capital spending levels, high distribution growth rates and
funding falling short of management's 50% equity financing target.

Through asset sales, Crosstex has reduced its debt burden by
approximately $550 million since the end of 2008, significantly
improving its leverage profile.  Debt/EBITDA has declined to 4.3x
(as adjusted for Moody's standard adjustments) from 6.9x during
this time frame and has gravitated towards the company's publicly
stated target of 4x.  The current leverage profile is more closely
aligned with Crosstex's ratings given its size, revenue mix and
geographic concentration.

With the recent reinstatement of distributions, Moody's expect
Crosstex will look to grow distributions through acquisitions and
organic growth projects, including expanding into new geographic
areas, exposing investors to event, integration and financing
risks.  For 2011, the company has increased its growth capital
budget to between $50 million and $150 million, with growth
targeted in a number of emerging liquids-rich shale plays, as well
as bolt-on projects related to the company's existing
infrastructure.  However, with Crosstex's currently relatively
strong distribution coverage ratio (1.6x in the fourth quarter of
2010) and commitment to maintaining leverage around current
levels, Moody's expect that the company's credit metrics will
remain supportive of the B1 CFR.

The stable outlook reflects Moody's view that over the next 12 to
18 months, the company will continue to exercise capital
discipline and manage its distributions and liquidity in a prudent
manner.  The outlook assumes that any major capital project or
acquisition will have a substantial equity funding component.

Given the upgrade, positive rating action is unlikely over the
near term.  However, an upgrade or positive outlook is possible
over the medium to longer term if Crosstex demonstrates that it
can consistently maintain leverage around 4x, and at the same time
maintain a high proportion of more durable fee based revenues as
it pursues growth projects.  Operational and cash flow
diversification through a sustainable presence in geographical
areas outside of the Barnett would also be viewed positively.

The rating would come under pressure if Crosstex's operating
performance shows a substantial weakening trend making its
leverage unsustainable under 5x.  A negative outlook or an
outright downgrade could also result due to poor liquidity or a
significant leveraging transaction.

The B2 rating on the senior notes reflects both the overall
probability of default of Crosstex, to which Moody's assigns a PDR
of B1, and a loss given default of LGD 4 (68%).  The company has a
committed $420 million senior secured revolving credit facility.
The notes are unsecured and are subordinate to the senior secured
credit facility's potential priority claim to the company's
assets.  The size of the potential senior secured and other
structurally superior claims relative to the unsecured notes
results in the notes being notched one rating beneath the B1 CFR
under Moody's Loss Given Default Methodology.

Crosstex Energy, L.P., headquartered in Dallas, Texas, is a
publicly traded master limited partnership engaged in the
gathering, processing, transmission and marketing of natural gas
and natural gas liquids.


CRYOPORT INC: Delays Dec. 31 Form 10-Q Due to Stock Placement
-------------------------------------------------------------
CryoPort, Inc. disclosed that it could not timely file its Form
10-Q for the quarter ended Dec. 31, 2010.

The Company said that on Feb. 4, 2011, it announced the initial
closing of a private placement of common stock and warrants to
purchase common stock.  Because a second closing is scheduled to
occur on or before Feb. 15, 2011, which closing constitutes a
material subsequent event to the Company's quarterly financial
statements for the period ended Dec. 31, 2010, the Company is not
able to timely file its Form 10-Q for the quarter ended Dec. 31,
2010 in a timely matter pending such closing.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

At Sept. 30, 2010, the Company had total assets of $5.37 million,
total liabilities of $5.53 million, and a stockholders' deficit of
$153,700.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.


DBSD N.A.: Mini Auction Raises Dish Offer to $1.49-Bil.
-------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
DBSD North America Inc. used the past two weeks to conduct an
unofficial mini-auction that resulted in first-lien creditor DISH
Network Corp. increasing the purchase price to $1.49 billion from
about $1 billion.  At a hearing March 15, the bankruptcy judge
approved DISH's revised offer as the basis for a new Chapter 11
plan.  The DISH offer will pay all creditors in full while giving
$325 million to DBSD's current owner, ICO Global Communications
Holdings Inc.

                   $1.4 Billion Deal with DISH

As reported in yesterday's Troubled Company Reporter, pursuant to
the Investment Agreement as revised by the March 15, 2011
Amendment, DISH Network and Dish DBS Corporation will acquire 100%
of the equity of reorganized DBSD North America for an amount up
to approximately $1.4 billion.  They intend to make a cash tender
offer to purchase certain claims against DBSD North America and
its affiliates, upon the terms and conditions set forth in the
Revised Investment Agreement.  This amount will be paid after the
tender offer is completed in accordance with its terms.  The
completion of the tender offer is not conditioned upon receipt of
approval from the Federal Communications Commission.

Under the Revised Investment Agreement, DISH Network and DISH DBS
remain committed to provide a Credit Facility to provide DBSD
North America and its affiliates with a non-revolving, multiple
draw term loan in the aggregate principal amount of $87.5 million,
with drawings subject to the terms and conditions set forth in the
Credit Facility.  The Credit Facility remains subject to approval
by the Bankruptcy Court.

Under the Revised Investment Agreement, DISH Network and DISH DBS
also remain committed to support DBSD North America's plan of
reorganization under which we will acquire 100% of the equity of
reorganized DBSD North America upon DBSD North America's emergence
from bankruptcy.   Under the Revised Investment Agreement, as
amended:

    i) all claims under those 7.5% Convertible Senior Secured
       Notes due 2009, issued under that certain indenture dated
       August 15, 2005, as supplemented and amended, among DBSD
       North America, the guarantors named therein, and The Bank
       of New York Mellon (f/k/a The Bank of New York), as
       trustee, will be paid in full;

   ii) all of DBSD North America's obligations under the Credit
       Facility will be paid in full;

  iii) the holders of allowed general unsecured claims of DBSD
       North America will be paid in full;

   iv) the holders of allowed administrative claims will be paid
       in full; and

    v) the holders of capital stock of DBSD North America,
       including ICO Global Communications (Holdings) Limited,
       will be paid an aggregate of $290 million.

DISH Network and DISH DBSD's ultimate acquisition of 100% of the
equity of reorganized DBSD North America is subject to the
satisfaction of certain conditions, including approval by the FCC
and DBSD North America's emergence from bankruptcy.

                       Deal With ICO Global

Also on March 15, 2011, DISH Network and DISH DBS entered into a
Restructuring Support Agreement with ICO Global Communications
(Holdings) Limited, parent of DBSD, pursuant to which ICO has
agreed to support the plan of reorganization for DBSD North
America contemplated by the Revised Investment Agreement.  They
also entered into an Implementation Agreement with ICO pursuant to
which we will acquire from ICO certain claims and rights with
respect to DBSD's G1 satellite.  ICO has also agreed, subject to
certain conditions, to grant us the right to acquire, subject to
the satisfaction of certain conditions, including, among others,
receipt of required regulatory approvals, certain assets and its
equity interests in DBSD North America.  ICO has also agreed to
enter into ancillary agreements relating to transitional services,
certain intellectual property rights and spectrum coordination and
tax matters, in each case effective upon consummation of our plan
of reorganization.

DISH and DISH DBS have agreed to pay ICO an aggregate of
approximately $325 million which will be creditable against any
amounts payable to ICO or any successor under our plan of
reorganization.  They have also agreed to indemnify ICO against
certain liabilities in connection with certain pending litigation
related to DBSD North America.  Their obligations under the
Implementation Agreement are subject to, among other things, the
satisfaction of the condition that the Bankruptcy Court approve
the Revised Investment Agreement.  If the Bankruptcy Court does
not approve the Revised Investment Agreement, either party may
terminate the Implementation Agreement, in which case either party
will be entitled to terminate the Restructuring Support Agreement.

                      Previous Plan Failed

As reported in the Troubled Company Reporter, the Debtors on
Nov. 23, 2009, won confirmation of a plan premised on an exchange
senior note claims and general unsecured claims for equity in the
Reorganized Debtors.  However, consummation of the Debtors' Plan
was delayed for nearly 10 months as the license transfer
applications were not granted by the Federal Communications
Commission until Sept. 29, 2010.  During the delay in the FCC
Approval process, appeals from the previous confirmation order
made their way up through the United States Court of Appeals for
the Second Circuit.  DISH Network, which appealed confirmation of
the Plan, became involved in the Debtors' cases when, after DBSD
proposed a plan of reorganization, DISH bought up all of the
Debtor's $40 million first lien debt from its prior holders, at
par.  Sprint Nextel Corp., which asserts an unliquidated,
unsecured claim based on a lawsuit against a DBSD subsidiary, also
appealed, arguing that the plan improperly gave shares and
warrants to DBSD's owner.  While Sprint initially asserted a
$1.9 billion claim, the bankruptcy court temporarily allowed
Sprint's claim for $2 million.

The Second Circuit concluded that the plan violated the absolute
priority rule by providing a for distribution of equity and
warrants, from senior noteholders' to the Debtors' parent company,
ICO Global, while a rejecting class of general unsecured claims
was not being paid in full.  The Second Circuit also affirmed the
treatment of DISH Network Corp. under the Debtors' Plan.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DEEP DOWN: Restates 2010 Quarterly Financials Due to Errors
-----------------------------------------------------------
Deep Down, Inc., amended its Form 10-Qs for the quarters ended
March 31, June 30, and Sept. 30, 2010.  The amendments include a
restatement to the balance sheets, the consolidated statement of
operations and cash flows.

In conjunction with an internal review meeting of Flotation
Technologies, Inc., a Maine corporation and a wholly owned
subsidiary of Deep Down, management of the Company reviewed the
status of one of its long-term fixed price contracts that was
entered into by the Company in Nov. of 2008 and is scheduled to be
completed in the third quarter of 2011.  As a result of this
review, Management identified errors in the percentage of
completion accounting model for revenue recognition pertaining to
this Contract.  On Jan. 14, 2011, the Audit Committee of the
Company's Board of Directors concluded, based on recommendations
from Management, that, as a result of these errors, the Company's
unaudited consolidated interim financial statements for the
quarterly periods ended March 31, 2010, June 30, 2010 and Sept.
30, 2010 should no longer be relied on and should be restated.

The Company considered the effect of the error to be immaterial to
the consolidated financial statements as of and for the year ended
Dec. 31, 2009.

According to the amended Form 10-Q, Deep Down Inc. incurred a net
loss of $7,386,000 on $26,236,000 of total revenue for the nine
months ended Sept. 30, 2010, compared with a net loss of
$4,959,000 on $21,351,000 of total revenue for the same period a
year earlier.

The Company's restated balance sheet at Sept. 30, 2010, showed
$49.3 million in total assets, $16.8 million in total liabilities,
and stockholders' equity of $32.5 million.

A full-text copy of the restated Form 10-Q for the quarter ended
March 30, 2010 is available for free at http://is.gd/qN7EIL

A full-text copy of the restated Form 10-Q for the quarter ended
June 30, 2010 is available for free at http://is.gd/1i145B

A full-text copy of the restated Form 10-Q for the quarter ended
Sept. 30, 2010 is available for free at http://is.gd/U34IMh

                       About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

"The Whitney National Bank Amended and Restated Credit Agreement
becomes due on April 15, 2011, and we will need to raise
additional debt or equity capital or renegotiate the existing debt
prior to the expiration date," the Company said in its Form 10-Q
for the quarter ended Sept. 30, 2010.  "If we are unable to raise
additional capital or renegotiate our existing debt, this would
have a material adverse impact on our business or would raise
substantial doubt about our ability to continue as a going
concern."

DELTA AIR: Files Form 10-K; Net Profit at $593 Million in 2010
--------------------------------------------------------------
On February 16, 2011, Delta Air Lines, Inc. submitted to the
Securities and Exchange Commission on Form 10-K their annual
report for the fiscal year ended December 31, 2010.

A full-text copy of the SEC filing is available for free at
http://researcharchives.com/t/s?74b3

Subsequently, Delta Air Lines submitted amendments to the Annual
Report on Form 10-K/A to furnish certain exhibits consisting of:

  -- XBRL Instance Document;
  -- XBRL Taxonomy Extension Schema Document;
  -- XBRL Taxonomy Extension Calculation Linkbase Document;
  -- XBRL Taxonomy Extension Definition Linkbase Document;
  -- XBRL Taxonomy Extension Labels Linkbase Document; and
  -- XBRL Taxonomy Extension Presentation Linkbase Document.

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

              http://researcharchives.com/t/s?74b4

                     DELTA AIR LINES, INC.
                  Consolidated Balance Sheet
                    As of December 31, 2010

                            ASSETS

Current Assets:
Cash and cash equivalents                        $2,892,000,000
Short-term investments                              718,000,000
Restricted cash and cash equivalents                409,000,000
Accounts receivable, net                          1,456,000,000
Expendable parts & supplies inventories, net        318,000,000
Deferred income taxes, net                          355,000,000
Prepaid expenses and other                        1,159,000,000
                                               ----------------
Total Current Assets                               7,307,000,000

Property and Equipment, Net                       20,307,000,000

Other Assets
Goodwill                                          9,794,000,000
Identifiable intangibles, net                     4,749,000,000
Other noncurrent assets                           1,031,000,000
                                               ----------------
Total Other Assets                                15,574,000,000
                                               ----------------
Total Assets                                     $43,188,000,000
                                               ================

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt             $2,073,000,000
Air traffic liability                             3,306,000,000
Accounts payable                                  1,713,000,000
Frequent flyer deferred revenue                   1,690,000,000
Accrued salaries and related benefits             1,370,000,000
Taxes payable                                       579,000,000
Other accrued liabilities                           654,000,000
                                               ----------------
Total Current Liabilities                         11,385,000,000

Noncurrent Liabilities:
Long-term debt and capital leases                13,179,000,000
Pension, postretirement & related benefits       11,493,000,000
Frequent flyer deferred revenue                   2,777,000,000
Deferred income taxes, net                        1,924,000,000
Other noncurrent liabilities                      1,533,000,000
                                               ----------------
Total noncurrent liabilities                      30,906,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock:
Common stock at $0.00001 par value,
   1,500,000,000 shares authorized,
   847,716,723 shares issued at Dec. 31, 2010                 -
Additional paid-in capital                      13,926,000,000
Accumulated deficit                             (9,252,000,000)
Accumulated other comprehensive loss            (3,578,000,000)
Treasury stock, at cost, 10,918,274 shares
  at Dec. 31, 2009                                 (199,000,000)
                                               ----------------
Total Stockholders' Equity                           897,000,000
                                               ----------------
Total Liabilities and Stockholders' Equity       $43,188,000,000
                                               ================

                    DELTA AIR LINES, INC.
            Consolidated Statements of Operations
                 Year Ended December 31, 2010

Operating Revenue:
Passenger
Mainline                                       $21,408,000,000
Regional Carriers                                5,850,000,000
                                                ---------------
Total Passenger Revenue                           27,258,000,000

Cargo                                               850,000,000
Other, net                                        3,647,000,000
                                                ---------------
Total Operating Revenue                           31,755,000,000

Operating expenses:
Aircraft fuel and related taxes                   7,594,000,000
Salaries and related costs                        6,751,000,000
Contract carrier arrangements                     4,305,000,000
Aircraft maintenance materials
and outside repairs                              1,569,000,000

Contracted services                               1,549,000,000
Depreciation and amortization                     1,511,000,000
Passenger commissions
and other selling expenses                       1,509,000,000

Landing fees and other rents                      1,281,000,000
Passenger service                                   673,000,000
Aircraft rent                                       387,000,000
Profit sharing                                      313,000,000
Impairment of goodwill
and other tangible assets                                    -
Restructuring and merger-related items              450,000,000
Other                                             1,646,000,000
                                                ---------------
Total operating expense                           29,538,000,000
                                                ---------------
Operating income (loss)                                2,217,000

Other (expense) income:
Interest expense                                 (1,004,000,000)
Amortization of debt discount, net                 (216,000,000)
Interest expense                                     35,000,000
Loss on extinguishment of debt                     (391,000,000)
Miscellaneous, net                                  (33,000,000)
                                                ---------------
Total other expense, net                          (1,609,000,000)
                                                ---------------
Income (Loss) before income taxes                    608,000,000

Income tax benefit (provision)                       (15,000,000)
                                                ---------------
Net Income (Loss)                                   $593,000,000
                                                ===============


                     DELTA AIR LINES, INC.
           Unaudited Consolidated Statement of Cash Flow
                  Year Ended December 31, 2010

Cash Flows from Operating Activities:
Net income (loss)                                  $593,000,000
Adjustments to reconcile net income (loss) to
  net cash (used in) provided by operating
  activities:

  Depreciation and amortization                   1,511,000,000
  Amortization of debt discount (premium), net      216,000,000
  Loss on extinguishment of debt                    391,000,000
  Fuel hedge derivative instruments                (136,000,000)
  Deferred income taxes                               9,000,000
  Pension, postretirement and postemployment
   expense (less than) in excess of payments       (301,000,000)
  Equity-based compensation expense                  89,000,000
  Impairment of goodwill and tangible assets                  -
  Restructuring & merger-related items              182,000,000

Changes in certain current assets & liabilities:
  Decrease (increase) in receivables               (141,000,000)
  Decrease (increase) in hedge margin
   receivables                                                -
  Decrease (increase) in restricted cash &
   cash equivalents                                  16,000,000
  (Increase) decrease in prepaid expenses and
   other current assets                            (105,000,000)
  (Decrease) increase in air traffic liability      232,000,000
  (Decrease) increase in frequent flyer
    deferred revenue                               (345,000,000)
  Increase (decrease) in accounts payable           516,000,000
Other, net                                           105,000,000
                                               ----------------
Net cash (used in) provided by
operating activities                              2,832,000,000

Cash Flows from Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments    (1,055,000,000)
Ground property & equipment,
  including technology                             (287,000,000)
(Increase) Decrease in restricted
   cash & cash equivalents                           (2,000,000)
(Purchase) redemption of investments              (730,000,000)
Increase in cash in connection with the Merger               -
Proceeds from sales of flight equipment             36,000,000
Other, net                                          12,000,000
                                               ----------------
Net cash provided by (used in)
investing activities                             (2,026,000,000)

Cash Flows from Financing Activities:
Payments on long-term debt and capital
lease obligations                               (3,722,000,000)
Proceeds from long-term obligations               1,130,000,000
Proceeds from American Express Agreement                      -
Payment of short-term obligations, net                        -
Proceeds from the sale of treasury stock, net                 -
Other, net                                           71,000,000
                                               ----------------
Net cash provided by (used in)
financing activities                             (2,521,000,000)

Net increase in cash & cash equivalents           (1,715,000,000)
Cash & cash equivalents at beginning of period     4,607,000,000
                                               ----------------
Cash & cash equivalents at end of period          $2,892,000,000
                                               ================

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Reports January 2011 Traffic Results
-----------------------------------------------
Delta Air Lines for January 2011.  System traffic in January 2011
increased 2.3 percent compared to January 2010 on a 4.2 percent
increase in capacity.  Load factor decreased 1.4 points to 75.2
percent.

Domestic traffic decreased 1.7 percent year over year on a 0.5
percent decrease in capacity. Domestic load factor decreased 0.9
points to 74.9 percent.  International traffic increased 8.3
percent year over year on an 11.4 percent increase in capacity,
and load factor decreased 2.2 points to 75.8 percent.

                      Delta Air Lines
                 Monthly Traffic Results

                            Jan-11        Jan-10    Change
RPMs (000):
Domestic                  8,165,780     8,304,215     (1.7%)
Mainline                 6,425,743     6,481,034     (0.9%)
Regional                 1,740,037     1,823,181     (4.6%)
International             5,956,069     5,501,592      8.3%
Latin America            1,200,825     1,299,449     (7.6%)
   Mainline              1,184,834     1,280,404     (7.5%)
   Regional                 15,991        19,045    (16.0%)
Atlantic                 2,727,300     2,507,178      8.8%
Pacific                  2,027,944     1,694,965     19.6%
System                   14,121,849    13,805,807      2.3%

ASMs (000):
Domestic                 10,905,637    10,957,651     (0.5%)
Mainline                 8,414,210     8,391,278      0.3%
Regional                 2,491,427     2,566,373     (2.9%)
International             7,861,185     7,054,547     11.4%
Latin America            1,530,087     1,645,180     (7.0%)
   Mainline              1,504,787     1,618,050     (7.0%)
   Regional                 25,300        27,130     (6.7%)
Atlantic                 3,900,689     3,387,246     15.2%
Pacific                  2,430,409     2,022,121     20.2%
System                   18,766,822    18,012,198      4.2%

Load Factor:
Domestic                      74.9%         75.8%     (0.9) pts
Mainline                     76.4%         77.2%     (0.8) pts
Regional                     69.8%         71.0%     (1.2) pts
International                 75.8%         78.0%     (2.2) pts
Latin America                78.5%         79.0%     (0.5) pts
   Mainline                  78.7%         79.1%     (0.4) pts
   Regional                  63.2%         70.2%     (7.0) pts
Atlantic                     69.9%         74.0%     (4.1) pts
Pacific                      83.4%         83.8%     (0.4) pts
System                        75.2%         76.6%     (1.4) pts

Passengers Boarded       11,573,053    11,620,064     (0.4%)

Mainline Completion           94.2%         98.1%     (3.9) pts
Factor

Cargo Ton Miles (000):      182,828       153,037     19.5%

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Reports February 2011 Traffic Results
------------------------------------------------
Delta Air Lines reported traffic results for February 2011.
System traffic in February 2011 increased 1.4 percent compared to
February 2010 on a 6.1 percent increase in capacity. Load factor
decreased 3.4 points to 73.7 percent.

Domestic traffic decreased 0.2 percent year over year on a 1.9
percent increase in capacity.  Domestic load factor decreased 1.7
points to 77.1 percent.  International traffic increased 4.0
percent year over year on a 12.5 percent increase in capacity, and
load factor decreased 5.6 points to 68.8 percent.

                      Delta Air Lines
                 Monthly Traffic Results

                            Feb-11        Feb-10   Change
RPMs (000):
Domestic                  7,774,093     7,793,149     (0.2%)
Mainline                 6,157,014     6,064,907      1.5%
Regional                 1,617,079     1,728,242     (6.4%)
International             4,889,282     4,701,484      4.0%
Latin America            1,065,910     1,203,192    (11.4%)
   Mainline              1,051,962     1,178,461    (10.7%)
   Regional                 13,948        24,731    (43.6%)
Atlantic                 2,116,965     1,995,819      6.1%
Pacific                  1,706,407     1,502,473     13.6%
System                   12,663,375    12,494,633      1.4%

ASMs (000):
Domestic                 10,081,154     9,890,380      1.9%
Mainline                 7,824,466     7,591,050      3.1%
Regional                 2,256,688     2,299,330     (1.9%)
International             7,107,748     6,317,023     12.5%
Latin America            1,463,110     1,568,947     (6.7%)
   Mainline              1,440,704     1,534,815     (6.1%)
   Regional                 22,406        34,132    (34.4%)
Atlantic                 3,461,843     2,913,042     18.8%
Pacific                  2,182,795     1,835,034     19.0%
System                   17,188,902    16,207,403      6.1%

Load Factor:
Domestic                      77.1%         78.8%     (1.7) pts
Mainline                     78.7%         79.9%     (1.2) pts
Regional                     71.7%         75.2%     (3.5) pts
International                 68.8%         74.4%     (5.6) pts
Latin America                72.9%         76.7%     (3.8) pts
   Mainline                  73.0%         76.8%     (3.8) pts
   Regional                  62.3%         72.5%    (10.2) pts
Atlantic                     61.2%         68.5%     (7.3) pts
Pacific                      78.2%         81.9%     (3.7) pts
System                        73.7%         77.1%     (3.4) pts

Passengers Boarded       10,968,319    10,874,769      0.9%

Mainline Completion           97.0%         94.7%      2.3 pts
Factor

Cargo Ton Miles (000):      186,490       166,372     12.1%

                      Delta Air Lines
                Year To Date Traffic Results

                            Feb-11        Feb-10   Change
RPMs (000):
Domestic                 15,939,873    16,097,088     (1.0%)
Mainline                12,582,757    12,545,941      0.3%
Regional                 3,357,116     3,551,423     (5.5%)
International            10,845,351    10,203,076      6.3%
Latin America            2,266,735     2,502,641     (9.4%)
   Mainline              2,236,796     2,458,865     (9.0%)
   Regional                 29,939        43,776    (31.6%)
Atlantic                 4,844,265     4,502,997      7.6%
Pacific                  3,734,351     3,197,438     16.8%
System                   26,785,224    26,300,440      1.8%

ASMs (000):
Domestic                 20,986,791    20,848,031      0.7%
Mainline                16,238,676    15,982,328      1.6%
Regional                 4,748,115     4,865,703     (2.4%)
International            14,968,933    13,371,570     11.9%
Latin America            2,993,197     3,214,127     (6.9%)
   Mainline              2,945,491     3,152,865     (6.6%)
   Regional                 47,706        61,262    (22.1%)
Atlantic                 7,362,532     6,300,288     16.9%
Pacific                  4,613,204     3,857,155     19.6%
System                   35,955,724    34,219,601      5.1%

Load Factor:
Domestic                      76.0%         77.2%     (1.2) pts
Mainline                     77.5%         78.5%     (1.0) pts
Regional                     70.7%         73.0%     (2.3) pts
International                 72.5%         76.3%     (3.8) pts
Latin America                75.7%         77.9%     (2.2) pts
   Mainline                  75.9%         78.0%     (2.1) pts
   Regional                  62.8%         71.5%     (8.7) pts
Atlantic                     65.8%         71.5%     (5.7) pts
Pacific                      80.9%         82.9%     (2.0) pts
System                        74.5%         76.9%     (2.4) pts

Passengers Boarded       22,541,372    22,494,833      0.2%

Cargo Ton Miles (000):      369,318       319,409     15.6%

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt
----------------------------------------------------
Delta Petroleum Corporation filed on March 16, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

KPMG LLP, in Denver, Colorado, noted that due to continued losses
and limited borrowing capacity the Company is evaluating sources
of capital to fund the Company's near term debt obligations.
"There can be no assurances that actions undertaken will be
sufficient to repay obligations under the credit facility when
due, which raises substantial doubt about the Company's ability to
continue as a going concern."

"The Company does not have the capital on hand necessary to repay
its credit facility borrowings due on Jan. 31, 2012, or fund the
purchase of the $115 million convertible notes that may be put to
the Company on May 1, 2012," the Company said in the filing.

At Dec. 31, 2010, the Company had approximately $6.2 million
available under its amended credit facility ($26.4 million
available at March 16, 2011).

In addition, at Dec. 31, 2010, DHS Drilling Company, the Company's
49.8% subsidiary, was out of compliance with debt covenants under
its credit facility and on Jan. 1, 2011, and did not pay its
scheduled principal and interest payment.  As a result, DHS
entered into a forbearance agreement that currently expires on
March 25, 2011.

"If DHS is unable to extend the forbearance agreement or modify
the terms of its debt agreement, and if LCPI exercises its default
rights upon expiration of the forbearance period, including
demanding immediate payment of all amounts outstanding under the
debt agreement, DHS is not anticipated to have sufficient capital
to repay the amounts due."  The DHS facility is non-recourse to
Delta.

The Company reported net loss of $36.3 million on total revenue of
$36.4 million in the fourth quarter of 2010, compared with net
loss of $38.8 million on total revenue of $73.0 million in the
fourth quarter of 2009.

For the year ended Dec. 31, 2010, the Company reported a net loss
of $194.0 million on $146.8 million of revenue in 2010 compared
with a net loss of $349.7 million on $170.2 million of total
revenue in 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$1.024 billion in total assets, $512.5 million in total
liabilities, and stockholders' equity of $511.6 million.

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

               http://researcharchives.com/t/s?753d

A full-text copy of the press release announcing the 2010 annual
and fourth quarter results is available for free at:

               http://researcharchives.com/t/s?7540

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."


DYNAMIC BUILDERS: Files Plan; Disc. Statement Hearing April 13
--------------------------------------------------------------
Dynamic Builders, Inc., filed with the U.S. Bankruptcy Court for
the Central District of California on March 8, 2011, a proposed
Chapter 11 Plan and a disclosure statement explaining the Plan.

The hearing to consider the adequacy of the information included
in the disclosure statement is scheduled for April 13, 2011, at
10:00 a.m.

Pursuant to the Plan terms, allowed administrative claims will be
paid on the Effective Date of the Plan, and allowed priority tax
Claims will be paid in full within 5 years of the Petition Date.

Creditors with allowed general unsecured claims will receive a to-
be-determined percentage (less than 100%) of their allowed general
unsecured claims, plus interest at the rates set forth in the
Plan.

Secured Claims have been asserted by City National Bank, Bank of
America, and Citizens Business Bank.

CNB's claims will be paid monthly payments of interest only at the
non-default contract rate specified in the existing loan documents
between CNB and the Debtor.  The Debtor will continue its efforts
to market and sell the real estate properties securing CNB's
claims, with all net sales proceeds to be applied in reduction of
CNB's Allowed Secured Claims.  The Debtor must make minimum post-
Dec. 14, 2010 paydowns to CNB (through the sales of the real
estate collateral).  The balance will be due in full by Dec. 31,
2014.

With respect to the BofA Secured Claim, the Debtor has consented
to the surrender of the collateral to BofA in exchange for a
waiver by BofA of any deficiency claim that may arise upon the
sale or other disposition of its collateral.

With respect to Citizens Allowed Secured Claim on account of the
loan secured by the Lugo Property in Los Angeles, Citizens has
been granted relief from stay to immediately foreclose on and sell
the Lugo Property.

With respect to Citizens Secured Claims on account of the San
Leandro (Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years.   If the sale
of the San Leandro Property does not close by June 30, 2012, or if
there is an uncured default in Debtor's payments to Citizens,
which is not cured within 30 days after notice, Citizens will be
entitled to foreclose on and sell the Property immediately without
need for further order of the Bankruptcy Court.

With respect to Citizens Secured Claims on account of the Carson
(Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years, with the
entire outstanding balance being due and payable in full on
June 30, 2012.

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DynamicBuilders.DS.pdf

                    About Dynamic Builders Inc.

Dynamic Builders Inc. is a Los Angeles-based real estate
developer.  Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/industrial buildings in the Los Angeles area.

Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612.  Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.

L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011.  James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.

Dynamic Builders filed for Chapter 11 bankruptcy protection on
March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151).  The
Company estimated its assets and debts at $100 million to
$500 million as of the Chapter 11 filing.  It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.

Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel.  Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer.  Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue.  Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.


DYNEGY INC: Seneca Begins Lobbying for Chairman's Exit
------------------------------------------------------
Seneca Capital Investments, L.P., disclosed in a regulatory filing
that its consent solicitation materials are now effective and that
it will gather shareholder consents to replace the Dynegy Chairman
and one other Dynegy Board member with Hunter Harrison, a
pioneering railroad executive, and Jeff Hunter, a successful power
industry veteran.  The definitive consent solicitation materials
can be accessed at http://www.myproxyonline.com/savingdynegy

Seneca Capital Investments, L.P., and its affiliates beneficially
own 11,226,500 shares of common stock of representing 9.3% of the
shares outstanding.  As of March 3, 2011, there were 121,209,325
shares outstanding.

Seneca Capital will be requesting a record date for the consent
solicitation and then Dynegy must provide one that is within 20
days.  After the record date, Seneca Capital will gather
shareholder consents and if consents for greater than 50% of
shares have been gathered, the nominees will be seated on the
Dynegy Board.  Seneca Capital believes that Mr. Harrison and
Mr. Hunter should provide substantial value-added to the Dynegy
Board through their proven ability to create shareholder value,
drive cost efficiencies and provide specialized knowledge
regarding coal transportation and financing.  Mr. Harrison and Mr.
Hunter are fully aligned with the proposition of driving value for
Dynegy shareholders - Mr. Harrison has already purchased 500,000
shares personally and Mr. Hunter has committed to purchase 300,000
shares while serving on the Dynegy Board.  In addition, Seneca
Capital believes its proposals contained in the consent
solicitation as to strategic review, the optimization of Dynegy's
debt and cost cut opportunities each have enormous potential to
unlock significant intrinsic value for Dynegy's shareholders.
Seneca Capital believes that once the IEP tender offer at $5.50
per share is defeated, an overhang will be removed that will
enable substantial investor interest in the stock.  Defeating the
tender offer will also allow investors to participate in the
positive changes at Dynegy that Seneca Capital is working to
advance.

                          About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

The Company reported a net loss of $234 million on $2.323 billion
of revenues for 2010, compared with a net loss of $1.262 billion
on $2.468 billion of revenues for 2009.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


EARTH SEARCH: Incurs $180,525 Net Loss in Dec. 31 Quarter
---------------------------------------------------------
Earth Search Sciences Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $180,525 for the three months
ended Dec. 31, 2010, compared with a net loss of $554,400 for the
same period a year ago.

The Company did not generate any revenue during fiscal year 2010.
It has no current business operations and is currently focused on
two potential business ventures.

The Company's balance sheet at Dec. 31, 2010, showed $258,661 in
total assets, $20,090,122 in total liabilities, and a
stockholders' deficit of $19,831,461.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?754b

                        About Earth Search

Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada
corporation.  The Company has five wholly-owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International.  In addition,
there are five majority-owned consolidated subsidiaries: Earth
Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro
Probe, Inc. and Terranet, Inc.  All subsidiaries except Petro
Probe and General Synfuels were inactive during fiscal 2009 and
2010.

MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that Earth Search incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of March 31, 2010.


ELEPHANT TALK: R. Greef Has 555,035 Common Shares at Dec. 31
------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Roderick De Greef, a director at Elephant Talk
Communications Inc., disclosed that he received 146,702 shares of
common stock of the Company on June 8, 2010 as compensation for
serving as a director.  Mr. Greef beneficially owns 555,035 shares
as of Dec. 31, 2010.

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company's balance sheet at Sept. 30, 2010, showed
$41.68 million in total assets, $69.79 million in total
liabilities, and a stockholders' deficit of $28.10 million.
Stockholders' deficit was $14.9 million at June 30, 2010.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for 2009.  The independent auditors noted that the Company
incurred a net loss of $17.4 million, used cash in operations of
$5.4 million and had an accumulated deficit of $62.3 million.


ELITE LANDINGS: Court Confirms Joint Plan of Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
confirmed the Third Modified Joint Plan of Liquidation filed by
Petters Aviation, LLC, and Elite Landings, LLC, dated Dec. 31,
2010.

The assets of each Debtor to be liquidated are primarily cash,
claims against MN Airlines, LLC, dba Sun Country Airlines, which
is also a debtor-in-possession under Chapter 11 of the United
States Bankruptcy Code, its parent, MN Airline Holdings, Inc.,
which is similarly a debtor-in-possession under Chapter 11 of the
Bankruptcy Code, and claims against various other entities, which
are either in bankruptcy or in receivership that were at one time
within the business ambit of Thomas Petters.  On the Effective
Date of the Plan, the assets of each Debtor will be transferred to
a single creditors' trust, which will be managed by a Creditors'
Trustee.  The initial Creditors' Trustee will be T. Jay Salmen,
the current president of the Debtors.

The Secured Claim of Richard Hettler under Class 7, Unsecured
Claims against Petters Aviation under Class 10, Convenience Class
Claims under Class 11, Unsecured Claims against Elite Landings,
Equity Interests of Petters Aviation under Class 13, and Equity
Interests of Elite Landings, are the only impaired classes.

The Secured Claim of Richard Hettler has been disallowed.  No
property of any kind will be distributed on account of this claim.

Holders of Unsecured Claims against Petters Aviation will receive
its pro rata share from the Creditors' Trust of any amounts
available for distribution from time to time, as described in
Section 7.03 of this Plan.

With respect to Convenience Class Claims ($150,000 or less) under
Class 11, each holder will receive a single cash payment equal to
35% of the allowed amount of such claim, in full satisfaction of
such claim.

Unsecured Claims against Elite Landings in Class 12 will receive
its pro rata share from the Creditors' Trust of any amounts
available for distribution from time to time, as described further
in Section 7.03 of this plan.  Any unsecured deficiency claim
allowed against Elite Landings on account of a class of
secured claim will be included within this Class 12.

Equity interests of Petters Aviation under Class 13 will not
receive any distribution under the Plan, nor will they receive or
retain, any interest in the Creditors' Trust on account of such
equity interest (nor will such holders have any voting or other
rights with respect to such equity interests) unless and until all
holders of allowed claims in creditor Classes 1 through 8 and 10
and 11 have been paid in full plus interest at 6.0% per annum
(determined from the petition date through the date of payment).
Only after all such creditors have been paid in full (with
interest), will each holder of an allowed Class 13 equity interest
will receive one or more pro rata distributions from the

With respect to all equity interests of Elite Landings under Class
14, Petters Aviation and its successor, the Creditor Trust, will
retain 100% of the equity interest in Elite Landings.

A copy of the Third Modified Joint Plan of Liquidation is
available for free at:

      http://bankrupt.com/misc/elitelandings.amendedplan.pdf

             About Elite Landings and Petters Aviation

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The Company filed for Chapter 11 relief (Bankr. D. Minn.
Case No. 08-45210) on Oct. 9, 2008.  Cass Weil, Esq., and James
A. Rubensteien, Esq., at Moss & Barnett, in Minneapolis, Minn.,
represent Elite Landings, LLC as counsel.  In its petition, the
Company estimated between $10 million and $50 million in assets
and debts.

The Company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% of the stock in MN Airlines, LLC, dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.

Sun Country Airlines won confirmation of its plan of
reorganization on September 13, 2010.  The plan provides for
cash payments to certain creditors, as well as a distribution of
equity in the reorganized company to other creditors.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 protection on Dec. 18,
2008 (Bankr. D. Minn., Lead Case No. 08-46617).  PLR Acquisition
LLC, a joint venture composed of Hilco Consumer Capital L.P. and
Gordon Brothers Brands LLC, acquired most of Polaroid's assets --
including the Polaroid brand and trademarks -- in May 2009.  They
paid $87.6 million for the brand.  Debtor Polaroid Corp. was
renamed to PBE Corp. following the sale.  The case was converted
to Chapter 7 on Aug. 31, 2009, and John R. Stoebner serves as the
Chapter 7 Trustee.


ELKO MALL: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Elko Mall of America, LLC.
        11911 San Vicente Boulevard, #255
        Los Angeles, CA 90049

Bankruptcy Case No.: 11-21103

Chapter 11 Petition Date: March 15, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: Andrew A. Goodman, Esq.
                  GOODMAN FAITH LLP
                  21550 Oxnard Street, Suite 830
                  Woodland Hills, CA 91367
                  Tel: (818) 887-2500
                  Fax: (818) 887-2501
                  E-mail: agoodman@goodmanfaith.com

Scheduled Assets: $5,500,200

Scheduled Debts: $7,890,000

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-21103.pdf

The petition was signed by Shahram Elyaszadeh, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Malibu Ocean View Villas, LLC         11-13192            03/15/11


ELM STREET: Section 341(a) Meeting Scheduled for April 19
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Elm
Street Partners, LLC's creditors on April 19, 2011, at 11:00 a.m.
The meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, California 90017.

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.

Santa Monica, California-based Elm Street Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
20225) on March 9, 2011.  James R. Selth, Esq., at Weintraub &
Selth, APC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


EMPIRE TOWERS: Disclosure Statement Hearing Set for May 4
---------------------------------------------------------
Empire Holdings Corporation and Empire Towers Corporation filed
with the U.S. Bankruptcy Court for the District of Maryland on
Feb. 28, 2011, a disclosure statement explaining their Joint
Chapter 11 plan of reorganization.  The original Joint Plan was
submitted to the Court on January 24, 2011.

A hearing has been set for May 4, 2011, to consider approval of
the Disclosure Statement.  Parties-in-interest have until April 8,
2011, to file formal written objections on it.

The Disclosure Statement relates that the Plan provides for the
division of the Debtors' creditors and interest holders into five
separate classes.  The Plan also provides treatment for
administrative expenses and tax claims.

Class   Description                       Treatment
-----   -----------                       ---------
  1      Bank of America's Secured Claim   Will receive full
         BOA filed a $12,161,552 claim     amount of Secured
                                           Claim

  2      General Unsecured Claims          Will receive pro rata
                                           share of distributions
                                           from the Distribution
                                           Account

  3      Membership Interests in           Each holder of Class 3
         the Debtors                       will retain his/her
                                           interest in the
                                           Debtors.

  -      Administrative Expenses           Will be paid in cash
                                           in full.

  -      Tax Claims                        Will be paid in full
                                           with interest at 6%.

The Debtors' estimate of the Administrative Expenses as of the
Confirmation Date is $20,000 for attorneys' fees and $1,300 for
U.S. Trustee fees.  The Debtors are not aware of any Tax Claims.

The Debtors and BOA are parties to certain loan documents, which
include a Promissory Note Secured by Deed of Trust.  BOA demanded
from the Debtors certain payments under the Loan Documents in
2009.  The Debtors intend that payments will be sourced from
proceeds from the sale or refinancing of the land and building the
Debtors own known as 7300-7310 Ritchie Highway, Glen Burnie, MD
21061, titled in the name of Towers or sale of the Loan Agreement.

The Debtors disclosed that they have obtained a commitment from an
investor group that is willing to purchase the Loan Documents from
BOA.  The Debtors anticipate that closing on the note purchase
will take place within 45 days of the execution of the note
purchase agreement, with a one-time 30 day extension option
available at the Debtors' election with the posting of an
additional $50,000 good faith deposit.

A copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/EmpireTowers_DiscStat.pdf

             About Empire Towers and Empire Holdings

Empire Towers Corporation is the owner of certain real property
located at 7300-7310 Ritchie Highway, Glen Burnie, Maryland.  The
office building, built on the property in 1974, is the tallest
building in northern Anne Arundel County and currently leases
space to business and retail enterprises of a wide variety.

Empire Towers filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 10-34611) on Oct. 27, 2010.  Parent Empire
Holdings Corporation simultaneously filed for Chapter 11 (Bankr.
D. Md. Case No. 10-34580).  Aryeh E. Stein, Esq., at Meridian Law,
LLC, in Baltimore, Md., assists the Debtors in their restructuring
effort.  The Debtors each estimated assets and debts at $10
million to $50 million as of the Chapter 11 filing.


ENERGY FUTURE: Hikes Fourth Quarter Profit to $161 Million
----------------------------------------------------------
Energy Future Holdings Corp. reported consolidated net income of
$161 million for the fourth quarter of 2010, compared to reported
net income of $137 million for the fourth quarter 2009.  "We
delivered a strong year of operational and financial performance
in 2010," said John Young, CEO, Energy Future Holdings.  "We
completed construction of Oak Grove 2, had excellent nuclear
performance at Comanche Peak, improved customer care in the retail
markets and increased our investment in smart grid technologies.
We will continue to focus on operational excellence, customer care
and financial discipline in 2011 while working to improve our
balance sheet."  A full text copy of the earnings release
announcing the fourth quarter 2010 results is available free at:

            http://ResearchArchives.com/t/s?7543

                     About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


ETC WORKSHOP: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ETC Workshop, Inc.
        303 W. 42nd Street
        New York, NY 10036

Bankruptcy Case No.: 11-11148

Chapter 11 Petition Date: March 15, 2011

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

Judge: Martin Glenn

Debtor's Counsel: Jack A. Chartoff, Esq.
                  155 W. 68th Street
                  New York, NY 10023
                  Tel: (212) 496-5501

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11148.pdf

The petition was signed by Jack A. Chartoff, attorney for debtor.


EVERGREEN ENERGY: Lowers Net Loss to $21-Mil. in 2010
-----------------------------------------------------
Evergreen Energy Inc. reported a net loss of $21.02 million on
$403,000 of total operating revenue for the year ended Dec. 31,
2010, compared with a net loss of $58.53 million on $423,000 of
total operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Ilyas Khan, Executive Chairman of Evergreen, stated: "2010 was a
challenging year for Evergreen in many ways; however, we
implemented key elements of our strategy by successfully selling
non-core assets and continuing the development of our proprietary
technologies.  So far in 2011, we have hit the ground running and
reached significant milestones.  On February 2, 2011, we announced
that we completed a private placement for approximately $16
million, and we reached a forbearance and settlement agreement
with certain holders of our 2007 and 2009 notes.  These steps
better position us to take advantage of our growth opportunities
and represent substantial progress toward our goal of delivering
shareholder value."

A full-text copy of the press release announcing the 2010
financial results is available for free at:

               http://ResearchArchives.com/t/s?7550

                       Strategic Objectives

On March 15, 2011, Evergreen Energy Inc. released a letter to its
shareholders from the Executive Chairman of the Board.  The Letter
provides updates on the Company's current status and progress on
the Company's strategic objectives in line with the Company's
commitment to provide regular and transparent updates to its
investors.  A copy of the letter is available for free at:
http://ResearchArchives.com/t/s?7551

                      About Evergreen Energy

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

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy'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 had recurring cash used in operations.


EVERGREEN ENERGY: Registers 2.25MM Shares Under Incentive Plan
--------------------------------------------------------------
Evergreen Energy Inc. registered with the U.S. Securities and
Exchange Commission 2.25 million shares of common stock, at a
proposed maximum offering price of $3.20 per share, to be offered
to employees under the Evergreen Energy Inc. 2010 Equity Incentive
Plan.

                       About Evergreen Energy

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

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EVERGREEN ENERGY: Peter Moss Does Not Own Any Securities
--------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Peter B. Moss, Jr., a director at Evergreen Energy
Inc., disclosed that he does not own any securities of the
Company.

                      About Evergreen Energy

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

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EVERGREEN ENERGY: Files Form S-3; Registers 6.15MM Common Stock
---------------------------------------------------------------
On March 14, 2011, Evergreen Energy Inc. filed with the U.S.
Securities and Exchange Commission a Form S-3 relating to the
offer and sale by the stockholders holders of up to 6,150,003
shares of the Company's common stock.  The Company will not
receive any of the proceeds from the sale of those shares.  Shares
of the Company's common stock are traded on the NYSE Arca under
the symbol "EEE."  On March 7, 2011, the last reported sales price
for the Company's common stock on the NYSE Arca was $3.75 per
share.  A full-text copy of the prospectus is available for free
at http://ResearchArchives.com/t/s?7558

                      About Evergreen Energy

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

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EXIDE TECHNOLOGIES: Files Post-Confirmation Report for Q4
---------------------------------------------------------

                       Exide Technologies
           Post-Confirmation Quarterly Summary Report
                    Condensed Balance Sheets
                    As of December 31, 2010
                         (in thousands)

Assets
Current Assets:
Cash                                                     $26,972
Accounts receivables, net                                127,515
Intercompany receivables                                  15,071
Inventories                                              169,836
Prepaid expenses & other                                  69,183
                                                  --------------
Total current assets                                     408,576
                                                  --------------
Property, plant and equipment, net                        260,619
                                                  --------------
Other Assets:
Other intangibles, net                                    52,082
Investment in affiliates                                   1,375
Intercompany notes receivables                           171,789
Deferred financing costs and other                        50,993
                                                  --------------
TOTAL ASSETS                                             $945,434
                                                  ==============

Liabilities and Stockholders' Equity

Current Liabilities
Current maturities of long-term debt                      $1,545
Accounts payable                                         104,006
Accrued expenses                                          53,631
Accrued interest                                          10,203
Restructuring reserve                                      4,004
Liability for warrants                                       168
Warranty liability                                        10,520
                                                  --------------
Total current liabilities                                184,077

Long-term debt                                            471,677
Noncurrent retirement obligations                          72,119
Other noncurrent liabilities                               55,825
                                                  --------------
Total liabilities                                         783,697

Total stockholder's equity                                161,736
                                                  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $945,434
                                                  ==============

                       Exide Technologies
           Post Confirmation Quarterly Summary Report
                     Schedule of Cash Flows
                Quarter Ended December 31, 2010
                         (in thousands)

Beginning Balance                                         $17,703

Cash Receipts:
Collection of accounts receivable                        361,355
Proceeds from equity issuance                                  -
Proceeds from sale of Debtor's assets                          -
All other cash receipts                                    1,354
                                                  --------------
Total Cash Receipts                                      362,708
                                                  --------------

Cash Disbursements:
Disbursements made under the Plan, excluding
payments to bankruptcy professionals                          -
Disbursements made to bankruptcy professionals             1,668
Repayment of Term Loans                                      318
All other disbursements made
in the ordinary course                                  351,453
                                                  --------------
Total Cash Disbursements                                  353,439
                                                  --------------
Ending Cash Balance                                       $26,972
                                                  ==============


                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


FENTURA FINANCIAL: Slashes Losses to $5.38-Mil. in 2010
-------------------------------------------------------
Fentura Financial, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $5.38 million on $13.87 million of interest income for the
year ended Dec. 31, 2010, compared with a net loss of
$16.98 million on $16.24 million of interest income during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$424.22 million in total assets, $408.17 million in total
liabilities and $16.05 million in total shareholders' equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7538

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FENTURA FINANCIAL: Achieves Q4 Profit Due to Lower Loan Losses
--------------------------------------------------------------
Donald L. Grill, president and CEO of Fentura Financial Inc., sent
a letter to shareholders last month saying that Fentura and each
of the subsidiary banks achieved a profit during the fourth
quarter of 2010.  For the quarter, Fentura reported a profit of
$214,000 or $0.09 per diluted share; a substantial improvement
over the operating losses reported in the first, second and third
quarters of the year.  Additionally, the performance for the
quarter reflects marked improvement over the fourth quarter of
2009 on an operating pre-tax basis.  On a pre-tax basis, the
fourth quarter of 2010 reflects a $2,393,000 improvement in the
pre-tax operating income over the same quarter of the prior year.
In December of 2009, a change in federal income tax regulation
allowed Fentura to realize the benefit of an extended tax loss
carry back, resulting in a $3,658,000 tax benefit for the quarter.

Mr. Grill said, "The quarterly financial performance improvement
as compared to each of the prior four quarters is primarily a
result of a substantial reduction in the provision for loan
losses. After 14 consecutive quarters of extraordinarily high loan
loss provision expense, (due to the impact of the economy on many
of our borrowers), we were able to reduce the provision expense
for the fourth quarter of 2010 and still maintain an adequate
reserve for loan losses."

A full text copy of the letter to shareholders is available for
free at http://is.gd/GsNTTq

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

At Sept. 30, 2010, the Company had total assets of $449.38 million
against total liabilities of $433.31 million, and shareholders'
equity of $16.07 million.

Fentura reported a net loss of $5.60 million for the nine months
ended Sept. 30, 2010, from $17.871 million for the same period a
year ago.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FIRST SECURITY: Fails to Meet Nasdaq Rule as Director Resigned
--------------------------------------------------------------
Due to the resignation of Director Tim T. Morris from the Board of
Directors of First Security Group, Inc., the Company temporarily
had only two members on its Audit/Corporate Governance Committee.
Accordingly, on Feb. 9, 2011, the Company notified Nasdaq that it
was deficient in meeting the requirements of Nasdaq Marketplace
Rule 5605, which requires that audit committees of listed
companies consist of at least three members.  In accordance with
the Rule, the Company would have been deemed noncompliant with
Nasdaq listing standards if the Company were unable to cure the
deficiency within 180 days.

On February 9, 2011, the Company's Board of Directors appointed
Director William Charles Hall to serve on the Company's
Audit/Corporate Governance Committee.  The Company, following
consultation with Nasdaq, believes that this appointment cured the
non-compliance event, and that no further action will be taken by
Nasdaq.

          Departure of Directors or Principal Officers

On Feb. 8, 2011, the Company received a letter of resignation from
Director Tim T. Morris.  Mr. Morris indicated that he was not able
to provide the time he believed necessary to continue to serve as
a director of the Company.  Mr. Morris's letter does not indicate
any disagreements with First Security's operations, policies or
practices.

No successor to Mr. Morris has been elected at this time, although
the Company currently anticipates filling the vacancy on the Board
of Directors caused by Mr. Morris's resignation in the future.
The Company's Compensation and Nominating Committee will be
conducting a search for a nominee to fill this vacancy.

On Feb. 9, 2011, the Board elected Director Ralph E. Mathews, Jr.
to serve as lead independent director.

                  About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

As reported in the Troubled Company Reporter on Nov. 12, 2010, the
Company said its losses from operations during the last two years
raise possible doubt as to its ability to continue as a going
concern.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.


FLINT TELECOM: Form 10-Q Delayed as Time Spent to Buy 2 Firms
-------------------------------------------------------------
Flint Telecom Group, Inc. disclosed that it could not timely file
its quarterly report on Form 10-Q for the second quarter ended
Dec. 31, 2010.

The Company, which has a small accounting staff, has devoted
substantial time and effort to recent business matters, including
the acquisition of two companies, Ingedigit International, Inc.
and Gotham Ingedigit Financial Processing Corp. dba Power2Process.
As a result, the Company has not yet been able to finalize its
Quarterly Report for the second quarter ended Dec. 31, 2010.

                       About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $17.7 million in total liabilities, $4.9 million
in redeemable equity securities, and a stockholders' deficit of
$12.4 million.

As reported in the Troubled Company Reporter on Oct. 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about Flint Telecom'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.


FLINT TIMBER: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Flint Timber II, L.P.
        24 Beaver Lake Drive
        Ellijay, GA 30540

Bankruptcy Case No.: 11-50220

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Waycross)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON & BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Fax: (478) 742-0108
                  E-mail: wjboyer_2000@yahoo.com

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

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

The petition was signed by Robert Bowman, vice president.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Flint Timber, L.P.                    11-50221
Flint Timber III, L.P.                11-50222

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wildlands                          --                       $1,660
1305 Lakes Parkway, Suite 129
Lawrenceville, GA 30043


FLORIDA GAMING: Ramsey Asset Disposed Of All Common Shares
----------------------------------------------------------
Ramsey Asset Management, LLC, said in a Schedule 13G filing that
it no longer owns shares of common stock, $0.20 par value per
share, of Florida Gaming Corporation as of Dec. 31, 2010.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company's balance sheet as of Sept. 30, 2010, showed
$15.40 million in assets, $20.77 million in total liabilities, and
a stockholders' deficit of $5.37 million.

King + Company, PSC, in Louisville, Kentucky, 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 cash flow deficiencies.


FNB UNITED: Incurs $112.92 Million Net Loss in 2010
---------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$112.92 million on $82.83 million of total interest income for the
year ended Dec. 31, 2010, compared with a net loss of $101.69
million on $103.17 million of total interest income during the
prior year.

The Company reported a net loss of $29.57 million on $17.95
million of total interest income for the quarter ended Dec. 31,
2010, compared with a net loss of $28.03 million on $25.27 million
of total interest income for the quarter ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed $1.92 billion
in total assets, $1.93 billion in total liabilities, and a
$9.93 million shareholders' deficit.

                    Going Concern Doubt Raised

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of December 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

A full-text copy of the Annual Report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7533

                  CEO's Statement on 2010 Results

"We continue to expend considerable effort toward the management
of non-performing assets," said R. Larry Campbell, Interim
President and CEO, in a statement.  "Since the end of 2009 we have
seen non-performing assets increase to $393.7 million at December
31, 2010.  Because of these levels, we have been aggressively
making provisions for loan loss reserves as well as charging off
loans deemed to be uncollectible.  Our allowance for loan losses
as a percentage of loans held for investment is now 5.84% compared
to 3.16% a year ago.  We expect these levels to begin declining
over the coming months as the economy improves and we aggressively
work out of these credits."  Mr. Campbell continued, "During this
time we have also maintained high levels of liquidity.  This has
allowed us to manage our other borrowed money to lower levels."

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.


FONAR CORP: Posts $1.36-Mil. Net Income in Dec. 31 Qtr.
-------------------------------------------------------
FONAR Corporation filed its quarterly report on Form 10-Q,
reporting a net income of $1,363,000 on $8,019,000 of total net
revenue for the three months ended Dec. 31, 2010, compared with a
net loss of $1,292,000 on $8,213,000 of total net revenue for the
same period a year earlier.

The Company's balance sheet at Dec. 31, 2010, showed $24,074,000
in total assets, $27,631,000 in total liabilities, and a
stockholders' deficit of $3,557,000.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?73b7

                  About FONAR Corporation

Melville, N.Y.-based FONAR Corporation (Nasdaq: FONR)
-- http://www.fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through FONAR, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.


FONTAINEBLEAU LV: Avenue/ACP Appeal Partial Final Judgement
-----------------------------------------------------------
Plaintiffs in (i) Avenue CLO Fund, Ltd., et al v. Bank of America,
N.A., et al. Case No. 09-23835-CIV-GOLD/GOODMAN, and (ii) ACP
Master, Ltd, et al. v. Bank of America, N.A., et al. Case No. 10-
cv-20236-GOODMAN/GOLD, filed separate notices informing the U.S.
District Court for the Southern District of Florida that they will
take an appeal to the United States Court of Appeals for the
Eleventh Circuit from the partial final judgment and the related
order granting in part and denying in part motions to dismiss
entered in the multidistrict litigation on May 28, 2010, to the
extent the Motions to Dismiss were granted.

In the Partial Final Judgment, the District Court dismissed with
prejudice certain counts in the amended complaints of the Avenue
and Aurelius Actions, which complaints arose from the alleged
breach of the Fontainebleau Credit Agreement.

The Avenue Plaintiffs also filed with the Court designation of
records on appeal.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Ch. 7 Trustee Wins OK to Tap Genovese
-------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas Holdings LLC's Chapter 7
trustee, received authority to retain Paul J. Battista, Esq., and
the law firm of Genovese Joblove & Battista, P.A., as special
litigation counsel.

Genovese used to serve as the co-counsel to the Official Committee
of Unsecured Creditors.  As a result of the conversion of the
Debtors' cases to Chapter 7, the Creditors Committee was disbanded
and GJB's role as co-counsel to the Creditors Committee ceased.

As special litigation counsel, GJB will investigate and, if
appropriate in the discretion of the Chapter 7 Trustee, pursue all
claims or causes of action that the bankruptcy estates have
against the Debtors' present and former officers and directors.

Mr. Kapila proposes GJB's retention as:

  A. Phase 1

  GJB to investigate the existence and viability of any and all
  D&O Claims.  During Phase 1, GJB will begin preliminary
  discovery, including reviewing documents in the Chapter 7
  Trustee's possession and requesting documents from third
  parties.  GJB will also conduct examinations under Rule 2004
  of the Federal Rules of Bankruptcy Procedure of the Debtors'
  former officers and directors, and certain third parties.

  Upon completion of Phase 1, the Chapter 7 Trustee will
  evaluate and determine whether to pursue the filing and
  prosecution of any D&O Claims.

  B. Phase 2

  At the sole discretion of the Chapter 7 Trustee, GJB will
  pursue the prosecution of the D&O Claims identified in
  Phase 1.

During Phase 1, the Chapter 7 Trustee proposes to pay GJB on an
hourly fee basis at its standard hourly rates not to exceed
$75,000, subject to GJB's filing fee applications and the Court's
approval of those fee applications.

In Phase 2, the Chapter 7 Trustee proposes to pay GJB on a
contingency fee basis in the amount of 35% of any and all
recoveries realized on the D&O Claims, whether through judgment,
settlement or otherwise.  In the event GJB is required to
prosecute or defend any appeal of a judgment in favor of or
against the Chapter 7 Trustee on a D&O Claim, or engage in any
post-judgment collection activity to collect any judgment in favor
of the Chapter 7 Trustee, then the Chapter 7 Trustee proposes and
has agreed to compensate GJB on a contingency fee basis in the
amount of 40% of all recoveries realized on the D&O Claims.

GJB will also be reimbursed of its out-of-pocket expenses incurred
in connection with Phase 2, including any expert witness fees and
costs.  GJB has agreed to credit the contingency fee proposed in
Phase 2 toward the fees awarded to GJB in Phase 1.

Mr. Battista, a GJB shareholder, assures the Court that no
attorney at his firm has had or presently has any connection with
the Debtors on any matters in which GJB is to be engaged, hence,
GJB is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Ch. 7 Issues Subpoenas to 6 Parties
-----------------------------------------------------
Soneet R. Kapila, the Debtors' Chapter 7 Trustee, pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure, notifies the
Court and parties-in-interest that he issued subpoena duces tecum
with examination to these parties:

  1. Examinee: Jeffrey M. Soffer
               c/o David Reimer, Esq.
               Reimer & Rosenthal
               2115 N. Commerce Parkway
               Weston, FL 33326
               Date/Time: April 7, 2011, at 10:00 a.m.
               Location: Genovese Joblove & Battista, P.A.
               100 S.E. Second Street, Suite 4400
               Miami, FL 33131

  2. Examinee: Howard C. Karawan
               24 Seneca Road
               Sea Ranch Lakes, FL33308-2303
               Date/Time: April 8, 2011, at 10:00 a.m.
               Location: Genovese Joblove & Battista, P.A.
               100 S.E. Second Street, Suite 4400
               Miami, FL 33131

  3. Examinee: Glenn W. Schaeffer
               7202 W. Ocean Front
               Newport Beach, CA 92663-1726
               Date/Time: April 11, 2011, at 10:00 a.m. (PDT)
               Location: Esquire Solutions
               535 Anton Boulevard, Suite 400
               Costa Mesa, CA 92626
               Tel: 714-668-0166

  4. Examinee: Raymond Parello
               16047 Collins Avenue, Apt. 1903
               Sunny Isles Beach, FL 33160-5570
               Date/Time: April 12, 2011, at 10:00 a.m.
               Location: Genovese Joblove & Battista, P.A.
               100 S.E. Second Street, Suite 4400
               Miami, FL 33131

  5. Examinee: Bruce Weiner
               7099 Ayrshire Ln.
               Boca Raton, FL 33496-1419
               Date/Time: April 13, 2011, at 10:00 a.m.
               Location: Genovese Joblove & Battista, P.A.
               100 S.E. Second Street, Suite 4400
               Miami, FL 33131

  6. Examinee: Camilia Denny
               137 Deer Run Rd.
               Townsend, DE 19734-9158
               Date/Time: April 14, 2011, at 10:00 a.m.
               Location: Basye Santiago Reporting
               1201 North Orange Street
               Wilmington, DE 19801
               Tel: 302-573-2300

Mr. Kapila says that the Examinees will produce those documents
and records listed in the subpoenas on the date, time and location
indicated.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FORD MOTOR: Executive Chairman Owns 2,266,114 Shares
----------------------------------------------------
William Clay Ford Jr., executive chairman and chairman of Ford
Motor Co., disclosed that he directly owns 2,266,114 shares of
Ford as of Dec. 31, 2010.  Mr. Ford had disposed of 108,857 on
Aug. 23, 2010.  Mr. Ford also indirectly owns shares of common
stock of Ford, including 4,014,199 shares held by the voting
trust, where he is one of five trustees.  He also has options to
purchase shares of Ford.

                         About Ford Motor

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

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

                           *     *     *

Ford Motor has a 'BB' issuer default rating, with positive
outlook, from Fitch Ratings; 'Ba2' corporate family rating and
probability of default rating from Moody's Investors Service; and
a 'BB-' corporate credit rating, with positive outlook, from
Standard & Poor's.

Fitch said at the end of January 2011 that Ford's ratings reflect
its continued strong financial performance and the substantial
debt reduction accomplished in the fourth quarter of 2010, both of
which outperformed Fitch's previous expectations.


FOREVER CONSTRUCTION: Plan Filing Period Extended to May 2
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has extended Forever Construction, Inc.'s exclusive right to file
a plan of reorganization to and including May 2, 2011, and its
exclusive right to solicit acceptances of a plan to and including
July 1, 2011.

The Debtor was initially given until Nov. 24, 2010, to file a plan
and disclosure statement.  That deadline was later extended to
Feb. 26.

Waukegan, Illinois-based Forever Construction, Inc., filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on
July 27, 2010.  Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million in its Chapter 11 petition.  No
creditors committee has been appointed in the case.


FRANKLIN PACIFIC: Revised Payment Terms for Counsel Okayed
----------------------------------------------------------
Franklin Pacific Finance, LLLP, won permission from the Bankruptcy
Court to employ Leslie Cohen Law PC as its bankruptcy counsel on
amended terms and conditions, effective as of July 15, 2010:

          Leslie A. Cohen, Esq.
          Jaime K. Williams, Esq.
          LESLIE COHEN LAW, PC
          506 Santa Monica Blvd., Suite 200
          Santa Monica, CA 90401
          Telephone: (310) 394-5900
          Facsimile: (310) 394-9280
          E-mail: leslie@lesliecohenlaw.com
                  jaime@lesliecohenlaw.com

The Debtor initially obtained authority to employ the firm in
August 2010.  The Debtor proposed to amend that manner in which
the firm is compensated as follows: the Debtor will pay the firm
80% of fees and 100% of costs billed on a monthly basis subject to
further review and payment of the additional amounts due upon
interim and final fee applications to be subject to the Court's
approval.

                      About Franklin Pacific

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.  Debtor has conducted its business activity since
2005.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-30727) on May 24, 2010.  Leslie A. Cohen,
Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in
Santa Monica, California, serve as counsel to the Debtor.  In its
schedules, the Debtor listed $31,493,584 in assets and $15,751,359
in debts.

The Debtor has filed a bankruptcy-exit plan.  A plan confirmation
hearing is set for April 7, 2011, at 1:30 p.m.  Under the DePlan,
as amended, general unsecured creditors under Class 4 can expect
payment of 1/3 of each creditors' unsecured claim plus 4%
interest.  A copy of the Combined Disclosure Statement
and Plan of Reorganization is available for free at
http://bankrupt.com/misc/FranklinPacific.AmendedDS.pdf


FRANKLIN PACIFIC: Revised Payment Terms for Accountant Okayed
-------------------------------------------------------------
Franklin Pacific Finance, LLLP, won permission from the Bankruptcy
Court to employ Robert Wyndelts and Wyndelts & Gagnon PLC as its
Tax Accountants, on revised terms and conditions, effective as of
May 24, 2010.

The Debtor first obtained permission to hire the firm as its Tax
Accountants in November 2010.  The Debtor proposed to amend that
manner in which the firm is compensated as follows: the Debtor
will pay the firm 80% of amounts billed on a monthly basis,
subject to further review and payment of additional amounts due
upon interim and final fee applications to be subject to the
Court's approval.

                      About Franklin Pacific

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.  Debtor has conducted its business activity since
2005.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-30727) on May 24, 2010.  Leslie A. Cohen,
Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in
Santa Monica, California, serve as counsel to the Debtor.  In its
schedules, the Debtor listed $31,493,584 in assets and $15,751,359
in debts.

The Debtor has filed a bankruptcy-exit plan.  A plan confirmation
hearing is set for April 7, 2011, at 1:30 p.m.  Under the DePlan,
as amended, general unsecured creditors under Class 4 can expect
payment of 1/3 of each creditors' unsecured claim plus 4%
interest.  A copy of the Combined Disclosure Statement
and Plan of Reorganization is available for free at
http://bankrupt.com/misc/FranklinPacific.AmendedDS.pdf


GELTECH SOLUTIONS: Posts $1.8-Mil. Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Geltech Solutions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1,772,293 on $60,637 of sales for the
three months ended Dec. 31, 2010, compared to a net loss of
$899,074 on $237,867 of sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010, showed
$862,023 in total assets, $2,649,664 in total liabilities,
and a stockholders' deficit of $1,787,641.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on October 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., 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.

In the Form 10-Q, the Company noted that as of Dec. 31, 2010, it
had a working capital deficit of $1,949,478, had an accumulated
deficit and stockholders' deficit of $12,412,626 and $1,787,641,
respectively, and incurred losses from operations of $2,568,513
for the six months ended Dec. 31, 2010 and used cash from
operations of $1,632,695 during the six months ended Dec. 31,
2010.  In addition, the Company has not yet generated revenue
sufficient to support ongoing operations.

"The continuation of the Company as a going concern is dependent
upon the continued financial support from its stockholders, the
ability of the Company to obtain necessary debt or equity
financing to continue operations, and the attainment of profitable
operations," GalTech said.

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

              http://ResearchArchives.com/t/s?754c

                     About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.


GLC LIMITED: Creditors Have Until May 30 to File Proofs of Claim
----------------------------------------------------------------
The Ironton Tribune reports that creditors with unsecured,
priority or secured claims against GLC Limited have until May 30,
2011, to file proofs of claim to the U.S. Bankruptcy Court in
Cincinnati. Governmental agencies have until Aug. 31, 2011.
Governmental claims would include taxes, unemployment insurance,
worker's compensation and government loans.

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection on Feb. 28, 2011
(Bankr. S.D. Ohio Case No. 11-11090).  Ronald E. Gold, Esq., at
Frost Brown Todd LLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


GLOBAL GENERAL: Court Grants Recognition of London Proceedings
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the request of Simon Brincklow, as duly authorized
foreign representative of GLOBAL General and Reinsurance Company
Limited, for recognition of the foreign main proceedings
respecting the Scheme of Arrangement proposed by GLOBAL under Part
26 of the Companies Act of Great Britain before the High Court of
Justice of England and Wales.

The U.S. Bankruptcy Court also ordered that the Scheme, including
any modifications thereto, will be given full force and effect in
the United States, and will be binding on and enforceable against
any person or entity that is a Scheme Creditor, including, without
limitation, against such person or entity in its capacity as a
creditor or a debtor of the Company in the United States.

As reported in the TCR on Feb. 14, 2011, the proposed scheme,
which was sanctioned by the High Court on Jan. 28, "addresses and
resolves all of the Company's existing and future liabilities,"
excluding certain liabilities, such as those
covered in prior schemes.

Global General has ceased underwriting and went into run-off in
October 2002.  When insurance or reinsurance companies enter into
run-off, they cease writing new business and seek to determine,
settle and pay all liquidated claims of their insureds either as
they arise, or, if possible, before they arise.  Typically, a run-
off of an insurance company will take 20 or more years to
complete.

                       About GLOBAL General

Headquartered in London, GLOBAL General and Reinsurance Company
Limited is an insurance and reinsurance company formed in
April 16, 1940.  Between 1940 and 2002, GLOBAL General wrote a
wide array of reinsurance business in England.  The reinsurance
portfolio was underwritten in London, predominantly from the
early 1950's to the early 1980's.  The portfolio was mostly
accepted through placements made by London market brokers.  The
portfolio consists of facultative and treaty reinsurance, both
proportional and non-proportional, covering various classes
including, but not limited to, marine, non-marine and aviation.

Simon Brincklow filed a chapter 15 petition for GLOBAL General
and Reinsurance Company Limited (Bankr. S.D.N.Y. Case No.
11-10327) on Jan. 31, 2011.

Two schemes for different lines of General Global's insurance
business already have been recognized under Chapter 15.  Thomas
Klaus Freudenstein, as foreign representative of the two Scheme
Companies, filed voluntary Chapter 15 petitions for GLOBAL General
and its wholly owned subsidiary GLOBALE Ruckversicherrungs-AG
(Bankr. S.D.N.Y. Case Nos. 08-14939 and 08-14940) on December
10, 2008, estimating assets and debts of more than US$100 million
in the petition.

Howard Seife, Esq., and Francisco Vazquez, Esq., at Chadbourne &
Parke LLP, represent the foreign representatives in all three
Chapter 15 proceedings.


GMX RESOURCES: $50-Mil. Notes Offering Oversubscribed
-----------------------------------------------------
GMX Resources Inc. announced the results of its tender offer for
up to $50,000,000 aggregate principal amount of its outstanding
5.00% Convertible Senior Notes due 2013, which expired at 5:00
p.m. New York City time, on March 11, 2011.  Based on the
information received from Global Bondholder Services Corporation,
the depositary for the tender offer, $121,534,000 aggregate
principal amount of Convertible Notes were validly tendered and
not withdrawn pursuant to the tender offer.  In accordance with
the terms and conditions of the tender offer, GMXR has accepted
for purchase $50,000,000 aggregate principal amount of Convertible
Notes for an aggregate consideration of approximately $50,312,500,
including accrued and unpaid interest on the Convertible Notes
from the most recent interest payment date to, but not including,
the settlement date of March 16, 2011.

Because the tender offer was oversubscribed, the aggregate
principal amount of Convertible Notes that GMXR purchased from
each tendering noteholder was prorated.  GMXR has been informed by
the depositary that the proration factor is approximately 41.2%.
In accordance with the terms and conditions of the tender offer,
on the settlement date, the depositary will issue payment for the
Convertible Notes accepted for purchase and will return all other
Convertible Notes tendered.

After GMXR's purchase of $50,000,000 aggregate principal amount of
Convertible Notes, approximately $72,750,000 aggregate principal
amount of Convertible Notes will remain outstanding.

Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated acted as the dealer managers for the tender offer.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


GMX RESOURCES: Closes Oil & Gas Leases Purchase from Retamco
------------------------------------------------------------
On Feb. 28, 2011, GMX Resources Inc. closed its acquisition of oil
and gas leases for undeveloped acreage located in the Montana and
North Dakota Bakken/Sanish-Three Forks formation pursuant to a
purchase and sale agreement, dated Jan. 13, 2011, between GMXR, as
the buyer, and Retamco Operating, Inc., as the seller.

In connection with the closing under the Purchase Agreement, GMXR
and the Seller entered into a registration rights agreement.  The
registration rights agreement provides that GMXR will use its best
efforts in accordance with reasonable commercial practice and
without the incurrence of unreasonable expense to file, within 30
days following the closing date, a shelf registration statement on
Form S-3 or such other form under the Securities Act of 1933 then
available to GMXR, providing for the resale of the registrable
shares. GMXR has also agreed to use its best efforts in accordance
with reasonable commercial practice and without the incurrence of
unreasonable expense to cause the shelf registration statement to
be declared effective by the SEC.  GMXR has agreed to maintain the
effectiveness of the shelf registration statement until the
earlier of (i) end of the date three years from the date of its
effectiveness and (ii) when the holders no longer hold registrable
shares.  The registration rights agreement contains other
customary terms and conditions, including indemnification by GMXR.
A copy of the Registration Rights Agreement is filed with this
Form 8-K as Exhibit 10.1 and is incorporated by reference into
this Item 1.01.

             Unregistered Sales of Equity Securities

On Feb. 28, 2011, GMXR issued 2,268,971 shares of GMXR common
stock, par value $0.001 per share to the Seller as consideration
for the assets acquired by GMXR pursuant to the Purchase Agreement
This issuance of Common Stock to an accredited investor was
effected pursuant to Section 4(2) of the Securities Act of 1933.

                      Regulation FD Disclosure

On Feb. 28, 2011, GMXR issued a statement regarding the exercise
by the underwriters of an over-allotment option to acquire an
additional 1,098,518 shares of GMXR common stock.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


GMX RESOURCES: Inks Underwriting Pact for 21.07MM Shares Offering
-----------------------------------------------------------------
GMX Resources Inc. on Feb. 4, 2011, entered into an Underwriting
Agreement with Morgan Stanley & Co. Incorporated and Credit Suisse
Securities (USA) LLC, as representatives of the several
underwriters, relating to the issuance and sale in an underwritten
public offering of 21,075,000 shares of the Company's common
stock, par value $0.001 per share, pursuant to the Company's
registration statement on Form S-3 (File No. 333-151721) at a
price to the Company of $4.75 per share.  The Underwriters were
also granted an option to purchase up to an additional 3,161,250
shares from the Company within 30 days of the date of the
Underwriting Agreement.

The Company expects to use the net proceeds, together with
proceeds from a concurrent private placement of senior notes, to
fund an offer to purchase up to $50.0 million of its 5.00%
convertible senior notes due 2013, (ii) to repay the current
outstanding balance under its secured revolving credit facility,
(iii) to fund the cash portion of the purchase price of pending
acquisitions of undeveloped oil and gas leases for approximately
$68.3 million, (iv) to fund its exploration and development
program and (v) for other general corporate purposes.
Credit Suisse AG (Cayman Islands Branch), an affiliate of Credit
Suisse Securities (USA) LLC, and Capital One, National
Association, an affiliate of Capital One Southcoast, Inc., are
lenders under the Company's existing secured revolving credit
facility, and as such, are entitled to be repaid with the proceeds
of the offering that are used to repay the Company's secured
revolving credit facility.  The amount of outstanding indebtedness
owed to such lender will therefore be reduced.

The Underwriting Agreement provides that the obligations of the
underwriters to purchase the shares of common stock are subject to
approval of legal matters by counsel and other customary
conditions. The Underwriting Agreement contains customary
representations and warranties of the parties and indemnification
and contribution provisions under which the Company and the
Underwriters have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act of
1933, as amended.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010, showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


GMX RESOURCES: Sells $200MM of Notes to Credit Suisse et al.
------------------------------------------------------------
GMX Resources Inc. on Feb. 4, 2011, entered into a Purchase
Agreement with Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. Incorporated, as representatives of the several
initial purchasers, pursuant to which the Company agreed to issue
and sell to the Initial Purchasers $200,000,000 in aggregate
principal amount of the Company's 11.375% senior unsecured notes
due 2019.  The Notes were sold to the Initial Purchasers at
93.583% of the principal amount thereof.

The Company expects to use the net proceeds, together with
proceeds from a concurrent public offering of common stock, to
fund an offer to purchase up to $50.0 million of its 5.00%
convertible senior notes due 2013, (ii) to repay the current
outstanding balance under its secured revolving credit facility,
(iii) to fund the cash portion of the purchase price of pending
acquisitions of undeveloped oil and gas leases for approximately
$68.3 million, (iv) to fund its exploration and development
program and (v) for other general corporate purposes.
Credit Suisse AG (Cayman Islands Branch), an affiliate of Credit
Suisse Securities (USA) LLC, and Capital One, National
Association, an affiliate of Capital One Southcoast, Inc., are
lenders under the Company's existing secured revolving credit
facility, and as such, are entitled to be repaid with the proceeds
of the offering that are used to repay the Company's secured
revolving credit facility.  The amount of outstanding indebtedness
owed to such lender will therefore be reduced.

The Purchase Agreement provides that the obligations of the
Initial Purchasers to purchase the notes are subject to approval
of legal matters by counsel and other customary conditions.  The
Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other, have agreed to
indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


GREAT ATLANTIC & PACIFIC: Motion for Trade Committee Denied
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has denied the motion of the Frito-Lay, Inc., Kraft Foods, Inc.,
PersiCo/Frito, Nestle USA, Bimbo Bakeries USA, Kellogg North
American, Wise Foods, Inc., Dr. Pepper Snapple Group and Campbell
Soup Company, for the appointment of an Official Committee of
Direct Store Delivery and Trade Creditors.

Objections to the appointment of an Official Committee of
DSD/Trade Creditors were made by the United States Trustee, the
Official Committee of Unsecured Creditors, and by certain holders
of Convertible Notes.  The Debtors said they support more
bondholder and trade representation on the current creditors'
committee, or in the alternative, the appointment of DSD/Trade
Creditors' Committee, subject to certain cost-savings mechanisms.

                            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
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 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.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREDE HOLDINGS: S&P Assigns Preliminary 'B+' Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Southfield, Mich.-based casting
supplier Grede Holdings LLC.  The outlook is stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating and preliminary '4' recovery rating to Grede's proposed
$175 million six-year senior secured term loan.  The '4' recovery
rating indicates our expectation that lenders would receive
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

The final rating will depend upon receipt and satisfactory review
of all final transaction documentation.  Accordingly, the
preliminary rating should not be construed as evidence of a final
rating.  If Standard & Poor's does not receive final documentation
within a reasonable time frame, or if final documentation departs
from materials reviewed, Standard & Poor's reserves the right to
withdraw or revise its rating.

"The ratings reflect what we consider to be Grede's weak business
risk profile and aggressive financial risk profile," said Standard
& Poor's credit analyst Robert Schulz.

S&P said, "Our business risk assessment incorporates the multiple
industry risks facing companies supplying the light vehicle and
commercial vehicle markets, including volatile demand, high fixed
costs, intense competition and pricing pressures, as well as raw
material recovery risk."


GULF PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gulf Properties Associates, LLC
        dba Bay Pointe Golf Club
            Bay Pointe Golf & Country Club
            Bay Pointe Golf
            Bay Pointe
        fdba Gulf Properties Associates, GP
        22 Sunningdale Drive
        Grosse Pointe, MI 48236

Bankruptcy Case No.: 11-04563

Chapter 11 Petition Date: March 15, 2011

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

Judge: K. Rodney May

Debtor's Counsel: John M. Brunson, Esq.
                  JOHN M. BRUNSON, ATTORNEY AT LAW
                  4250 Central Avenue
                  St. Petersburg, FL 33711
                  Tel: (727) 828-0580
                  Fax: (727) 828-0583
                  E-mail: jmb@jmbesquire.com

Scheduled Assets: $2,313,973

Scheduled Debts: $1,692,529

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-04563.pdf

The petition was signed by Wayne T. Wallrich, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Cynthia A. Vogt                       08-68461            11/20/08


HAWKER BEECHCRAFT: Signs Separation Pact With Ex-CFO
----------------------------------------------------
On Feb. 7, 2011, Hawker Beechcraft Corporation, Hawker Beechcraft
Acquisition Company, LLC's principal operating subsidiary, and
Hawker Beechcraft, Inc., the Company's direct parent company,
entered into a Separation of Employment Agreement and General
Release with Sidney E. Anderson, who resigned as Vice President
and Chief Financial Officer on Jan. 25, 2011.  Mr. Anderson's
separation arrangements include salary and benefits continuance
for nine months, payout under the Management Incentive Plan for
2010, and a potential Lump Sum Payment of three months base pay at
the end of October 2011 if it is determined that he has cooperated
and assisted satisfactorily with any specific matters that may
have been requested by the Company during the nine month period
during which he continued to receive salary and benefits.

                      About Hawker Beechcraft

Headquartered in Wichita, Kansas, Hawker Beechcraft Acquisition
Company, LLC -- http://www.hawkerbeechcraft.com/-- is a leading
designer and manufacturer of business jet, turboprop and piston
aircraft.  The Company is also the sole source provider of the
primary military trainer aircraft to the U.S. Air Force and the
U.S. Navy and provide military trainer aircraft to other
governments.  The Company has a diverse customer base, including
corporations, fractional and charter operators, governments and
individuals throughout the world.  The Company provides parts,
maintenance and flight support services through an extensive
network of service centers in 32 countries to an estimated
installed fleet of more than 37,000 aircraft.

The Company reported a net loss of $304.3 million on
$2.805 billion of total sales for the year ended Dec. 31, 2010,
compared with a net loss of $451.3 million on $3.198 billion of
total sales during 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$3.212 billion in total assets, $3.426 billion in total
liabilities, and a deficit of $214.4 million.

                          *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service and a 'CCC+'
long-term corporate credit rating from Standard & Poor's Ratings
Services.


HEALTSOUTH CORP: Assembles Investor Reference Book
--------------------------------------------------
Subsequent to its earnings release for the fourth quarter of 2010,
HealthSouth Corporation assembled an Investor Reference Book, a
copy of which is available for free at:

             http://ResearchArchives.com/t/s?7546

The Investor Reference Book addresses, among other things, an
overview of the Company and its industry, a historical perspective
of the Company, the Company's business outlook, the Company's
financial and operational metrics and initiatives, and the
Company's value proposition.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- claims to be the nation's largest
provider of inpatient rehabilitative healthcare services.
Operating in 26 states across the country and in Puerto Rico,
HealthSouth serves patients through its network of inpatient
rehabilitation hospitals, long-term acute care hospitals,
outpatient rehabilitation satellites, and home health agencies.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B+' foreign and local issuer
credit ratings, with "positive" outlook, from Standard & Poor's.


HERBALIFE INT'L: S&P Withdraws Sr. Sec. Credit Facility Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BBB-' issue-level
ratings on Herbalife International Inc.'s $450 million senior
secured credit facility, which consisted of a $250 million
revolving credit facility due 2012 and a $200 million term loan
due 2013.  Herbalife replaced this facility with a $700 million
senior secured revolving credit facility.  S&P does not rate the
company's $700 million senior secured revolving credit facility.

"Our corporate credit rating on Herbalife reflects our assessment
that the company has an intermediate financial risk profile based
on its strong cash flow, solid credit metrics, and conservative
financial policy.  Our fair business risk profile is supported by
its participation in the highly competitive and fragmented weight
management and nutritional supplements industries.  Though the
company has sustained strong credit metrics above its rating
category medians, the overall rating is moderated by the Herbalife
brand and product concentration.  Other rating factors include the
risks associated with the company's network marketing business
model, risks of product liability, and risks of negative
publicity," S&P said.

RATINGS LIST

Herbalife International Inc.
Corporate Credit Rating        BB+/Stable/--

Herbalife International Inc.

Ratings Withdrawn
                                To                     From
$250 mil revolving credit facility
due 2012                       NR                     BBB-
$200 mil term loan due 2013    NR                     BBB-


HOLLYWOOD BEACH: Plan Confirmed; Unsecureds to be Paid Over Time
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed on Jan. 27, 2011, the Plan of Reorganization of
Hollywood Beach Gate Resort, Inc.

Miami-Dade County Tax Collector, Park Place Development LLC, and
the Estate of Joseph Aquino objected to the Plan, but after
negotiation, agreed to withdraw their respective objections and
accept the Plan based on the revised treatment of their respective
Class 1-A, 1-C, and 1-D claims, as set forth in the Order
confirming the Plan.

Payments and distributions under the Plan will be funded by: (i)
ongoing management of properties; (ii) sale of property; and (iii)
capital investment by the Devecht family.

General unsecured creditors will receive a distribution of 100%
over 5 years of their allowed claims, payable quarterly, with the
first distribution due at confirmation.

The secured claim of Miami Dade County Tax Collector for
prepetition 2009-2010 ad valorem taxes, including statutory
interest, will be paid in full upon the sale of the taxed estate
properties.  In the event that taxes are still owed on taxed
properties one year from the date of confirmation, the Tax
Collector will be authorized to sell tax certificates with respect
to said taxes without further Order of this Court.  The tax liens
securing payment of the taxes on said properties will be retained
until the tax claim is paid in full.

With respect to the Secured claim of the Estate of Joseph Aquino,
the entire amount of the secured claim ($376,628.24) will be paid
in full upon the closing of the sale of the real property located
at 2201 N. Miami Avenue, in Miami, Florida.  Additionally, on
Jan. 11, 2011, the Estate of Joseph Aquino was granted stay relief
to commence foreclosure proceedings in the event the Debtor did
not close on a sale of the real property within 60 days
thereafter.  The Stay Relief Order, and the Estate of Joseph
Aquino's rights set forth therein, will remain in full force and
effect pending a sale of the 2201 N. Miami Ave. Property.

Park Place Development LLC, under Class 1D, owed $1,305,000, and
Ocean Way Corp. - Matthew Schoss, under 1E, owed $1,507,000, will
be paid at closing of the sale of the property.

Equity Interest Holder, Gyorgy Katz, will receive the stock
subordinated to claims.

A copy of the Disclosure Statement dated Jan. 9, 2011, is
available for free at:

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

                 About Hollywood Beach Gate Resort

North Miami Beach, Florida-based Hollywood Beach Gate Resort,
Inc., owns distress properties.  The Company filed for Chapter 11
bankruptcy protection on May 25, 2010 (Bankr. S.D. Fla. Case No.
10-24331).  Joel M. Aresty, Esq., who has an office in Miami,
Florida, represents the Debtor.  The Company disclosed $10,789,110
in assets and $3,559,399 in liabilities as of the Petition Date.


HUGHES TELEMATICS: Completes Private Placement of 1.43-Mil. Shares
------------------------------------------------------------------
HUGHES Telematics, Inc., on Feb. 7, 2011, completed a private
placement of 1,428,572 shares of its common stock, par value
$0.0001, to a group of accredited investors who are not affiliated
with the Company at a per share price of $3.50, pursuant to the
terms of a Stock Purchase Agreement, dated Feb. 7, 2011, by and
among the Company and each of the Purchasers.  The aggregate
purchase price for the common stock sold in the private placement
was approximately $5.0 million.  The Company intends to use the
net proceeds from the private placement for general corporate
purposes.

In connection with the private placement, the Company entered into
an amendment to its Amended and Restated Credit Agreement dated as
of March 31, 2008 with Morgan Stanley Senior Funding, Inc. as
administrative agent, Morgan Stanley & Co. Incorporated, as
collateral agent, and the lenders from time to time party thereto
providing for the waiver of the requirement to use 25% of the net
cash proceeds from the private placement for the repayment of
senior secured term indebtedness.

Concurrent with the private placement, the Company entered into an
incremental loan commitment agreement with the Purchasers pursuant
to which the Purchasers made loans in the aggregate principal
amount of approximately $5.0 million under the terms of the credit
agreement with PLASE HT, LLC, as administrative agent, collateral
agent and original lender.  The loans under the Second Lien Credit
Agreement bear interest at 9.0% per annum, payable-in-kind, and
are guaranteed by all of the Company's existing and future
domestic subsidiaries. The loans are secured by a second priority
lien on substantially all of the Company's tangible and intangible
assets, including the equity interests of the Company's
subsidiaries.  The liens granted in connection with the Second
Lien Credit Agreement are expressly subject and subordinated to
the liens securing the Company's obligations under the First Lien
Credit Agreement.

In connection with the issuance of the loans under the Second Lien
Credit Agreement, the Company issued warrants to purchase an
aggregate of 1,000,000 shares of the Company's common stock at an
exercise price of $5.99 per share, subject to certain customary
anti-dilution provisions.

In connection with the private placement and the issuance of the
Warrants, the Company entered into a Registration Rights
Agreement, dated February 7, 2011 with the Purchasers requiring
that, among other things, the Company register the resale of the
shares of common stock sold in the private placement and the
shares of common stock issuable upon exercise of the Warrants.  If
the Company does not meet certain deadlines with respect to making
a registration statement covering such resale effective, then cash
penalties of 1% of the purchase price per month of up to twelve
months may apply.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company's balance sheet as of Dec. 31, 2010, showed $108.8
million in total assets, $171.1 million in total liabilities, and
a stockholders' deficit of $62.3 million.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in Atlanta, Ga., in its report on the
Company's financial statements for the year ended Dec. 31,
2009, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted of
the Company's recurring losses from operations and limited capital
resources.


INTEGRATED FINANCIAL: Nevada Mortgage Broker in Chapter 11
----------------------------------------------------------
The Las Vegas Review-Journal reports that Integrated Financial
Associates, Inc., which has sought Chapter 11 protection, is a
mortgage broker licensed in Nevada that originates, underwrites,
funds, and services short-term real.  Its Web site is
http://www.ifaproperty.com/

According to the report, Chief Executive Officer William Dyer
signed the bankruptcy petition on behalf of Integrated Financial,
which has offices at 3311 S. Rainbow Blvd., Suite 209.  Board
members and shareholders include developer Ken Templeton, former
chairman of Sun West Bank, which regulators shut down in May 2010.

The report relates that Integrated Financial's assets include 97
acres in Phoenix and lots in a 60-acre subdivision in Riverside
County.  The Phoenix land and the Riverside County lots are each
valued at $3 million, less than half of the secured claims against
the real estate.

Vestin Realty Mortgage, which is owed $5.2 million, is the largest
unsecured creditor.  Bank of America is the largest secured
creditor and is owed $4.8 million, notes the report.

Integrated Financial filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 11-13537) on March 14, 2011.  In its schedules, the
Company disclosed assets of $7,540,534 and liabilities of
$44,887,997.

The Debtor is represented by:

         Alan R. Smith, Esq.
         THE LAW OFFICES OF ALAN R. SMITH
         505 Ridge Street
         Reno, NV 89501
         Tel: (775) 786-4579
         E-mail: mail@asmithlaw.com


IRVINE SENSORS: To Offer 19.75MM Shares Under Incentive Plans
-------------------------------------------------------------
Irvine Sensors Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 relating to offer of an aggregate
of 19.75 million shares of common stock under the Irvine Sensors
Corporation Amended and Restated 2006 Omnibus Incentive Plan and
Irvine Sensors Corporation 2010 Nonqualified Stock Option Plan.

                       About Irvine Sensors

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

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

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

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


IRVINE SENSORS: Authorized Common Stock Hiked to 500 Million
------------------------------------------------------------
On Feb. 17, 2011, Irvine Sensors Corporation issued 71,428 shares
of common stock to an accredited investor upon such investor's
conversion of $35,714 of the stated value of the Company's Series
B Convertible Preferred Stock.  On March 9, 2011, the Company
issued an aggregate of 1,400,000 shares of common stock to an
accredited institutional investor upon such investor's conversion
of an aggregate of $98,000 of the stated value of the Company's
Series A-2 10% Cumulative Convertible Preferred Stock.

On March 10, 2011, options to purchase 23,750,00 shares of common
stock of the Company at the exercise price of $0.15 per share,
which was the closing price of said common stock on the Over the
Counter Bulletin Board on that date, were granted under the
Company's 2011 Omnibus Incentive Plan for services to be rendered
after such date, as follows: Bill Joll, Chief Executive, President
and Director, was granted a ten year option to purchase 10,000,000
shares, John Carson, Chief Strategist and Director, was granted a
ten year option to purchase 5,000,000 shares, John Stuart, Senior
Vice President and Chief Financial Officer, was granted a ten year
option to purchase 4,000,000 shares, John Leon, Vice President,
was granted a ten year option to purchase 2,000,000 shares, Peter
Kenefick, Senior Vice President, was granted a ten year option to
purchase 2,000,000 shares, and Messrs. Marc Dumont, Jack Johnson,
Thomas M. Kelly, Scott Reed, Chester P. White and Marcus A.
Williams, all Directors, were granted, in the aggregate, ten year
options to purchase 750,000 shares (or 125,000 shares each).  For
Mr. Joll, options to purchase 1,000,000 shares were immediately
vested, with the balance vesting in 36 monthly installments
thereafter.  For Messrs. Carson and Stuart, options to purchase
1,000,000 shares will vest on the earlier of: (a) July 10, 2012 or
(b) the satisfaction or waiver of the compensation restrictions
set forth in the Secured Promissory Note dated April 14, 2010 by
and between the Company to Timothy Looney, with the balance
vesting in 24 equal monthly installments after the Initial Vesting
Date.  For Messrs. Kenefick and Leon, options to purchase 25% of
the shares will vest one year after the grant date, with the
balance vesting in 36 equal monthly installments thereafter.  For
Messrs. Dumont, Johnson, Kelly, Reed, White and Williams, options
to purchase 25% of the shares were immediately vested, with the
balance vesting in three equal quarterly installments thereafter.
Other vesting terms for Messrs. Joll, Carson and Stuart are as set
forth in their respective Employment Agreements and applicable
stock option agreements, the forms of which were disclosed by the
Company in its Quarterly Report on Form 10-Q filed with the SEC on
Feb. 16, 2011.

              Adoption of 2011 Omnibus Incentive Plan

On March 9, 2011, at the 2011 Annual Meeting of Stockholders of
the Company, the Company's stockholders approved the adoption of
the 2011 Plan, which previously had been approved by the Company's
Board of Directors, subject to such stockholder approval.  The
2011 Plan permits grants of stock options, stock appreciation
rights, restricted stock, restricted stock units, dividend
equivalents, performance awards, other stock grants and other
stock-based awards.  The Company's Board and Compensation
Committee have the authority to determine the type of Award as
well as the amount, terms and conditions of each Award under the
2011 Plan, subject to the express limitations and other provisions
of the 2011 Plan.

The purpose of the 2011 Plan is to promote the interests of the
Company and its stockholders by aiding the Company in attracting
and retaining employees, officers, consultants, advisors and
directors capable of assuring the future success of the Company,
to offer such persons incentives to continue in the Company's
employ or service and to afford such persons an opportunity to
acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Company.

The aggregate number of shares of the Company's common stock that
may be issued under all stock-based Awards made under the 2011
Plan is 46,500,000 shares.  The shares of Common Stock issuable
under the 2011 Plan may be drawn from shares of authorized but
unissued Common Stock or from shares of Common Stock that the
Company acquires.  If the Committee so provides for purposes of
Section 162(m) of the Internal Revenue Code, no Award recipient
may be granted (i) options or stock appreciation rights with
respect to more than 15,000,000 shares of Common Stock in the
aggregate within any fiscal year or (ii) qualified performance
based Awards which could result in such person receiving more than
$1,500,000 in cash or the equivalent fair market value of shares
of Common Stock determined at the date of grant for each full or
partial fiscal year contained in the performance period of a
particular qualified performance based award, subject to certain
adjustments.

The number of shares available for Awards, as well as the terms of
outstanding Awards, are subject to adjustment as provided in the
2011 Plan for stock splits, stock dividends, recapitalizations and
other similar events.  If any shares of Common Stock subject to
any Award or to which an Award relates are forfeited or are
reacquired by the Company, or if any Award terminates without the
delivery of any shares, the shares previously set aside for such
Awards will be available for future Awards under the 2011 Plan.
In addition, shares used by Award recipients as payment of the
exercise price of an Award or in satisfaction of the tax
obligations relating to an Award will be available again for Award
grants other than an incentive stock option.  The 2011 Plan also
contains certain limits with respect to the terms of different
types of Awards and with respect to the number of shares subject
to Awards that can be granted to a participant during any year.
The Company intends to register the shares of common stock that
will become available for issuance under the 2011 Plan on a
registration statement on Form S-8 to be filed with the Securities
and Exchange Commission at the Company's expense.

Unless earlier discontinued or terminated by the Board, the 2011
Plan will expire on the tenth anniversary of Jan. 12, 2011, the
date that it was approved by the Board.  The Board may from time
to time, amend, alter, suspend, discontinue or terminate the 2011
Plan, subject, in certain circumstances, to stockholder approval.

      Adoption of Senior Management Performance Bonus Plan

On March 9, 2011, the Compensation Committee of the Company's
Board adopted a Senior Management Performance Bonus Plan to
provide members of senior management of the Company with the
opportunity to earn incentive bonuses based on the performance of
the Company and its individual business units for a fiscal year.
Awards under the Bonus Plan may be made only to officers or other
members of senior management of the Company or of an affiliate who
have been selected by the Committee for participation in the Bonus
Plan for the relevant performance period.

A participant's award under the Bonus Plan will be based on the
Company achieving certain performance goals applicable to such
participant during the performance period, as determined by the
Committee. As determined by the Committee, the performance goals
applicable to each participant will provide for a targeted level
or levels of achievement using one or more of the following
measures: (a) revenue for the Company or any of its business
units, (b) gross margin for the Company or any of its business
units, (c) EBITDA, (d) new orders for any of the Company's
business units, (e) product cost reduction for any of the
Company's business units, (f) new equity financing, (g) new
government contracts and (h) channel development.  Bonus payments,
if earned, will be paid in cash or restricted stock under the 2011
Omnibus Incentive Plan after the end of the performance period
during which the award was earned but no later than the fifteenth
day of the third month after the end of the fiscal year in which
such performance period ended.  If a participant terminates
employment with the Company, prior to the determination of the
award being certified by the Committee, for a reason other than
permanent disability or death, he or she shall not be entitled to
the payment of an award for the performance period, subject,
however, to the terms of any employment agreement between the
participant and the Company.

       Amendments to Articles of Incorporation or Bylaws;
                   Change in Fiscal Year

On March 9, 2011, the Company's stockholders approved an amendment
and restatement of the first paragraph of Article IV of the
Company's Certificate of Incorporation to increase the number of
shares of authorized Common Stock of the Company from 150,000,000
shares to 500,000,000 shares and to correspondingly increase the
total capital stock of the Company.

        Submission of Matters to a Vote of Security Holders

The following proposals were approved at the 2011 annual meeting:

   1. To elect the following persons to serve on the Company's
      Board of Directors until the next annual meeting of
      stockholders or until their successors are duly elected
      and qualified: John C. Carson, Marc Dumont, Seth W. Hamot,
      Bill Joll, Jack Johnson, Thomas M. Kelly, Scott Reed, Edward
      J. Scollins, Chester P. White and Marcus A. Williams;

   2. To approve an amendment to the Company's Certificate of
      Incorporation to increase the number of authorized shares of
      Common Stock to 500,000,000;

   3. To approve and adopt the Company's 2011 Omnibus Incentive
      Plan and the reservation of 46,500,000 shares of the
      Company's Common Stock for issuance thereunder;

   4. To ratify the appointment of Squar, Milner, Peterson,
      Miranda & Williamson, LLP as the independent auditors of the
      Company for the fiscal year ending Oct. 2, 2011;

                       About Irvine Sensors

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

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

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

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


ISTAR FINANCIAL: Names C. Cochrane as Chief Accounting Officer
--------------------------------------------------------------
iStar Financial Inc. announced that Collin Cochrane has been named
Chief Accounting Officer effective Feb. 15, 2011.  As Chief
Accounting Officer, he will be responsible for managing the
Company's accounting and tax departments, including internal and
external financial reporting, internal controls and tax reporting
and compliance.  Mr. Cochrane, who is 34 years old, has served
with the Company since 2001, most recently in the position of
corporate controller since 2007, and prior to that in the position
of assistant controller since 2005.  Mr. Cochrane holds a B.S. in
Accounting from the Leventhal School of Accounting at the
University of Southern California and is a certified public
accountant.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported net income of $80.21 million on
$575.25 million of total revenue for the twelve months ended
Dec. 31, 2010, compared with a net loss of $769.85 million on
$766.19 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.17 billion
in total assets, $7.48 billion in total liabilities and $1.69
billion in total equity.

                          *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.


JUMA TECHNOLOGY: Amends 2009 Annual Report Due to SEC Comments
--------------------------------------------------------------
Juma Technology Corp. filed with the U.S. Securities and Exchange
Commission an amendment to its annual report on Form 10-K for the
year ended Dec. 31, 2009, to reflect the changes made in response
to the comments received by the Company from the Staff of the SEC
in connection with the Staff's review of the report.  The changes
made to the report include several revisions to the Company's
disclosures under Items 1A, Risk Factors, 7 Management's
Discussion and Analysis of Financial Condition and Results of
Operations; 10 Directors, Executive Officers and Corporate
Governance; and 12 Executive Compensation.

The Company reported a net loss of $12.40 million on
$13.09 million of net sales for the year ended Dec. 31, 2009,
compared with a net loss of $9.03 million on $21.37 million of net
sales during the prior year.

The Company's balance sheet at Dec. 31, 2009 showed $4.93 million
in total assets, $17.08 million in total liabilities and $12.15
million in total stockholders' deficiency.

A copy of the 2009 Annual Report, as amended, is available for
free at http://ResearchArchives.com/t/s?7559

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company's balance sheet at Sept. 30, 2010, showed
$4.29 million in total assets, $22.01 million in total
liabilities, and a stockholders' deficit of $17.72 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., 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 significant recurring
losses.


KETCHUM HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ketchum Hotel Company, Inc.
          dba Clarion Inn of Sun Valley
        P.O. Box 548
        Ketchum, ID 83340

Bankruptcy Case No.: 11-40333

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Joseph M. Meier, Esq.
                  COSHO HUMPHREY, LLP
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290
                  E-mail: jmeier@cosholaw.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/idb11-40333.pdf

The petition was signed by Peter D. Lewis, president.


KING PHARMACEUTICALS: S&P Withdraws 'BB' Rtng After Pfizer Deal
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including its 'BB' corporate credit rating, on Bristol, Tenn.-
based King Pharmaceuticals Inc., at the company's request.  The
rating withdrawal follows the close of Pfizer Inc.'s acquisition
of King Pharmaceuticals on Feb. 28, 2011.


KV PHARMACEUTICAL: Completes $32MM Common Stock Private Offering
----------------------------------------------------------------
K-V Pharmaceutical Company announced that it has entered into a
definitive agreement with a group of institutional investors to
raise approximately $32 million of gross proceeds from a private
placement of 9,950,000 shares of its Class A Common Stock at $3.25
per share.  The Company will use $20 million of the proceeds from
the financing to repay certain outstanding amounts and other
outstanding obligations under its credit agreement with U.S.
Healthcare and the remainder for general corporate purposes,
including the launch of MakenaTM.  Subject to the satisfaction of
customary closing conditions, the private placement is expected to
close and fund on or about Feb. 17, 2011.

The Company also announced it has agreed to terms with US
Healthcare I, L.L.C. and US Healthcare II, L.L.C., affiliates of
New York based Centerbridge Partners, L.P. to close on a multi-
draw financing facility with a total commitment of $130 million.
The amendment is expected to be completed on or prior to Feb. 18,
2011.  In addition, the Company has agreed to issue additional
warrants to purchase 7,450,899 shares of the Company's Class A
Common Stock, subject to completion of the private placement, at
an exercise price of $1.62 per share.

Upon completion of the definitive agreement, the loan terms and
covenants will be amended to reflect the Company's current
projections and timing of certain anticipated future events,
including the planned disposition of certain assets.  The
significant components of the amended agreement will include
extending the $60 million payment that was due on March 20, 2011
to three payments of $20 million each with the first payment due
upon closing and funding the private placement, $20 million due in
April 2011 and $20 million due in August 2011.  In addition, all
past covenant issues will be waived.

In addition to the loan balance which remains outstanding as of
Feb. 14, 2011, future draws against the facility, subject to
achievement of certain MakenaTM related milestones, are
anticipated to be $15 million in March 2011, $15 million in May
2011 and $10 million in each of July, August, September and
October 2011.

The shares of Class A Common Stock sold in the private placement
have not been registered under the Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
in the United States absent registration with the Securities and
Exchange Commission or an applicable exemption from the
registration requirements.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the common stock sold in the private
placement.

Jefferies & Company, Inc. acted as sole placement agent on the
private placement. Jefferies & Company, Inc. and Alvarez & Marsal
advised the Company with respect to the restructuring of the
Senior Secured Facility.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

On Dec. 23, 2008, the Company announced it had voluntarily
suspended all shipments of its FDA approved drug products in
tablet form and, effective Jan. 22, 2009, the Company voluntarily
suspended the manufacturing and shipment of the remainder of its
products, other than three products it distributes but does not
manufacture and which do not generate a material amount of revenue
for the Company.  During the quarter ended June 30, 2010, while
not generating any material revenues as a result of the suspension
of shipments, the Company had to meet ongoing operating costs
related to its employees, facilities and FDA compliance, as well
as costs related to the steps the Company currently is taking to
prepare for reintroducing the Company's approved products to the
market.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


KV PHARMACEUTICAL: Enters Into a Waiver to Credit Agreement
-----------------------------------------------------------
K-V Pharmaceutical Company entered into a Waiver to Credit
Agreement, dated as of Feb. 9, 2011, with U.S. Healthcare I,
L.L.C. and U.S. Healthcare II, L.L.C. with respect to the Credit
and Guaranty Agreement, dated Nov. 17, 2010, as amended by that
certain Amended and Restated Amendment No. 1 to Credit Agreement
dated as of January 6, 2011, by and among the Company, certain of
the Company's subsidiaries and the Lenders.  Pursuant to the
Waiver Agreement, the Lenders agreed, among other things, to
negotiate in good faith the definitive documentation implementing
a proposed Amendment No. 2 to the Credit Agreement to more
permanently address developments in the Company's actual and
projected financial performance since the date the Credit
Agreement was put in place.  As previously disclosed, the Company
and the Lenders agreed, in a series of waivers, to extend the
Waiver Agreement to 5:00 p.m. Eastern on March 2, 2011.

On March 2, 2011, the Company and the Lenders entered into
Amendment No. 2, which incorporates the agreed upon terms, with
such changes as were mutually agreed to by the parties.

              Amendment No. 2 to Credit Agreement

The key terms of Amendment No. 2 are:

   -- Revisions to Mandatory Prepayment Provisions.  The
prepayments required pursuant to the Credit Agreement were revised
to require (a) $20,000,000 to be repaid on or prior to February
18, 2011 from the proceeds of the private placement of Class A
Common Stock previously announced on February 14, 2011, (b)
$20,000,000 to be repaid on or prior to August 31, 2011, and (c) a
possible $20,000,000 payment may be required based on a financial
formula relating to the total number of prescriptions filled for
Evamist(TM) over rolling 60-day periods.

   -- Applicable Premium.  The Applicable Premium (a make-whole
payment of interest with respect to payments on the loans prior to
maturity) was amended to provide that if the Credit Agreement is
repaid in full as a result of a refinancing transaction provided
other than by the Lenders, a premium will be paid to the Lenders
equal to $12,500,000, of which $7,295,256 has already been paid in
connection with the PIPE Financing. In addition, an amount up to
$7,500,000 will be placed in escrow and will be released to the
Company or to the Lenders on August 31, 2011 or September 30,
2011, as the case may be, depending on the status of the Company's
registration process with the Securities and Exchange Commission
by such dates and the Company's stock price meeting certain
specified levels as of the applicable date. In the event that the
Company consummates the Private Bond Offering, the Company intends
to pay in full the amounts owing under the amended Credit
Agreement, subject to the Applicable Premium provided for in
Amendment No. 2.

   -- Asset Sales.  The Company will not be required to sell its
generics business by March 20, 2011, but will be required to cause
such sale by August 31, 2011.  The Company will also be required
to fund $20,000,000 into a controlled account by Aug. 31, 2011.
Financial Covenants.  The Net Revenues financial covenant in the
Credit Agreement was modified to provide greater flexibility for
the Company and the Cash Collections and Specified Disbursements
financial covenants in the Credit Agreement were eliminated.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

On Dec. 23, 2008, the Company announced it had voluntarily
suspended all shipments of its FDA approved drug products in
tablet form and, effective Jan. 22, 2009, the Company voluntarily
suspended the manufacturing and shipment of the remainder of its
products, other than three products it distributes but does not
manufacture and which do not generate a material amount of revenue
for the Company.  During the quarter ended June 30, 2010, while
not generating any material revenues as a result of the suspension
of shipments, the Company had to meet ongoing operating costs
related to its employees, facilities and FDA compliance, as well
as costs related to the steps the Company currently is taking to
prepare for reintroducing the Company's approved products to the
market.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LALL CORPORATION: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lall Corporation
          aka Riverside Terrace Apartments
        14081 58th Avenue S.
        Tukwila, WA 98168

Bankruptcy Case No.: 11-12867

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christopher A. Benson, Esq.
                  LAW OFFICES OF CHRISTOPHER A. BENSON, PLLC
                  1814 S. 324th Place, Suite B
                  Federal Way, WA 98003
                  Tel: (253) 815-6940
                  E-mail: cbenson@cbenson.com

Scheduled Assets: $814,229

Scheduled Debts: $1,105,995

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-12867.pdf

The petition was signed by Chander P. Lall, president.


LANTHEUS MEDICAL: Moody's Cuts Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Lantheus Medical
Imaging, Inc. (Corporate Family Rating and senior unsecured notes
to B3 from B2) in conjunction with the company's decision to tack-
on $150 million in notes to its May 2010 bond offering.  At the
same time, the company's speculative grade liquidity rating was
changed to SGL-3 from SGL-2.  The rating outlook is stable.
Proceeds will be used to finance a dividend to the private equity
sponsor and refinance preferred stock at holdco.

Ratings downgraded:

Lantheus Medical Imaging, Inc.

  -- Corporate Family Rating to B3 from B2

  -- PDR to B3 from B2

  -- $400 million senior unsecured notes to B3, LGD4, 55% from B2,
     LGD4, 57%

  -- Speculative grade liquidity rating to SGL-3 from SGL-2

                        Ratings Rationale

Following this transaction, pro-forma leverage based on 2010
financials is relatively high, with debt/EBITDA estimated to be
about 5.0 times.  The downgrade also reflects weaker than expected
sales trends and the likelihood that free cash flow generation
will be negative during 2011.  Sales of Cardiolite contrast agent
(used in nuclear stress tests) and Technelite generators (used to
radiolabel Cardiolite and other Technetium-based
radiopharmaceuticals) have not fully recovered to expected levels
following the re-opening of the NRU nuclear reactor, which
produces Molybdenum-99 (Moly-99), a radioactive isotope that is
critical to these two products.  Although Definity (a contrast
agent used for echocardiograms) saw 40% year over year growth, it
performed below the company's previous expectations.  In addition,
Ablavar (used to measure blood flow for patients with peripheral
vascular disease), has seen significantly slower than anticipated
adoption by physicians.  The presence of a committed manufacturing
contract for Ablavar will will result in high inventory levels
that will constrain operating cash flow in 2011.

"The combination of incremental debt associated with a dividend
payment and weaker than expected performance contribute to the
rating downgrade for Lantheus," said Diana Lee, a senior credit
officer at Moody's.

The B3 CFR also reflects Lantheus's heavy reliance on a somewhat
volatile supply source, relatively small size with declining
revenues due to generic competition for Cardiolite, and high
product concentration risk.  Lantheus's primary source for Moly-
99, the NRU nuclear reactor in Canada, did come back on line
during August of 2010, and the company continues to take steps to
reduce reliance on the NRU.  The global supply source, however,
will continue to be vulnerable due to an aging infrastructure,
complex repair needs and a high degree of government regulation.
Further, weaker sales and higher interest expense associated with
incremental debt will hamper the company's ability to invest in
R&D to support new product development, which is critical to its
growth.  These weaknesses are somewhat offset by the company's
solid market position in the medical diagnostic imaging segment,
and contracts with key radiopharmacies, including one recently
renewed with UPPI, that provide some top-line stability over the
intermediate term.

The stable outlook reflects Moody's view that sales and cash flow
generation will be sufficient to provide close to breakeven
operating cash flow during 2011 despite a scheduled maintenance
shut-down of the NRU nuclear reactor for four weeks in May.  If
there is a disruption to the Moly supply source, sales do not
improve as expected, or working capital needs are higher than
anticipated, such that free cash flow continues to be negative
over a protracted period of time, the ratings could be further
downgraded.  Moody's believe that liquidity would further weaken
under these scenarios.  If, however, sales trends improve, and
metrics are likely to be sustained in the "Ba" range, with
debt/EBITDA in the 2.5-3.75 times range and FCF/debt in the 7.5%-
15% range, the ratings could be upgraded.

The SGL-3 rating incorporates Moody's expectation that despite
weaker operating cash flow, Lantheus will be able to maintain
adequate liquidity over the next twelve months, supported by
internal sources of cash and a currently untapped revolver that
can fund operating and capital spending needs.  Bank covenant
cushions are expected to be sufficient following amendments
required in conjunction with these new borrowings; however,
covenants could become tighter due to quarterly step downs.

Lantheus Medical Imaging Inc. is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc., which, in turn, is a wholly-owned
subsidiary of Lantheus MI Holdings, Inc. The company primarily
manufactures products for cardiovascular diagnostic imaging.


LANTHEUS MEDICAL: S&P Keeps 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Lantheus Medical Imaging Inc.'s senior unsecured notes
due 2017 following the company's $150 million add-on.  Lantheus
Medical Imaging, Inc. has increased its outstanding $250 million
notes to $400 million.  The recovery rating on this debt has been
revised to '4', indicating the expectation for average (30%-50%)
recovery in the event of a payment default, from '3'.  The '4'
recovery rating indicates expectations for average (30%-50%)
recovery of principal in the event of default.

"In addition, we affirmed our 'B+' corporate credit rating on the
company and revised our outlook to stable from positive," S&P
said.

"The outlook revision follows the company's shareholder-friendly
financial policy of issuing debt to fund the repurchase of
preferred stock and to pay a common stock dividend," said Standard
& Poor's credit analyst Michael G. Berrian, "as well as its
financial performance in 2010 that was below our expectations."

"The speculative-grade ratings on Lantheus reflect a weak business
risk profile exhibited by a narrow business focus in the niche
field of manufacturing and distribution of diagnostic medical
imaging agents, product concentration, and recent and upcoming
patent expirations for its Technelite product," added Mr. Berrian.
Revenue and EBITDA pressure from Cardiolite's 2009 patent
expiration is another factor.  We view Lantheus' financial risk
profile as aggressive.


LAS VEGAS RAILWAY: Unable to Timely File Dec. 31 Form 10-Q
----------------------------------------------------------
Las Vegas Railway Express, Inc., filed with the Securities and
Exchange Commission a Form 12b-25 saying that it is unable to file
its Form 10-Q on time.

The Company is unable to file its quarterly report on form 10-Q
because the management requires additional time to compile and
verify the data required to be included in the report.

The Company is in the process of working its financials for the
quarter ended Dec. 31, 2010.  Due to the additional work needed
for the filing due Feb. 15, 2011, the Company is unable to
complete the necessary data in time to file its Form 10-Q in a
timely manner.

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly
Liberty Capital Asset Management, Inc. was formed March 9, 2007,
as Corporate Outfitters, a development stage company.  On Nov. 3,
2008, with a share exchange, asset purchase agreement the Company
acquired Liberty Capital Asset Management, a Nevada corporation,
formed in July of 2008 as a holding company for all the assets of
CD Banc LLC in contemplation of the company going public via a
reverse merger into a publicly trading corporation.

CD Banc LLC was formed in 2003 as a Nevada limited liability
corporation with the purpose of acquiring real estate assets and
holding them for long-term appreciation.

The Company acquired Las Vegas Railway Express (LVRE) in
January 2010 and began its operations as the primary business of
the Company.  The Company subsequently changed its name from Las
Vegas Railway Express, to Las Vegas Railway Express, Inc., and is
traded under the symbol XTRN.OB.

The Company's balance sheet at June 30, 2010, showed $1.32 million
in total assets, $2.09 million in total liabilities, and a
stockholders' deficit of $770,059.

Hamilton, PC, in Denver, Colo, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended March 31, 2010.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

For the quarter ended, June 30, 2010, there were no revenues
associated with the railcar operations.  The Company has an
accumulative deficit of $8.49 million through June 30, 2010.
Although a substantial portion of the Company's cumulative net
loss is attributable to discontinued operations, management
believes that it will need additional equity or debt financing to
be able to sustain profitability.


LAUREATE EDUCATION: S&P Assigns 'B' to $1.6BB Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Baltimore,
Md.-based Laureate Education Inc.'s $1.595 billion proposed senior
secured credit facilities, consisting of $1.295 billion in term
loan facilities due 2018, a $200 million revolving credit facility
due 2016, and a $100 million revolving credit facility due 2016.

"We assigned the loans an issue-level rating of 'B' (at the same
level as our 'B' corporate credit rating on the company) with a
recovery rating of '4', indicating our expectation of average (30%
to 50%) recovery for lenders in the event of a payment default,"
S&P said.

Proceeds will be used to refinance the company's existing U.S.
credit facilities maturing in 2013 and 2014.

"At the same time, we affirmed our existing ratings on Laureate,
including the 'B' corporate credit rating.  The rating outlook is
stable.

Total debt at the company was $3.1 billion at Dec. 31, 2010, and
cash balances were $400 million.

"The 'B' corporate credit rating reflects our expectation that
Laureate's debt leverage will remain high, reflecting the
company's acquisition orientation," said Standard & Poor's credit
analyst Hal Diamond.

S&P said, "We expect debt leverage, adjusted for operating leases
and put options held by the minority owners, to decline slightly
to the high 6x area in 2011, as EBITDA growth is likely to be
partially offset by continued debt-financed acquisitions.  We view
Laureate's business risk profile as weak because of the risks
inherent in undertaking its rapid overseas expansion, which
involves considerable execution and country risk, in our view.
The company has a highly leveraged financial profile, in our view,
because of high debt usage, modest discretionary cash flow, and
rapidly accreting pay-in-kind (PIK) debt."

Laureate's goal, broadly, is to acquire established international
institutions that may have good positions in their markets and to
improve curriculum and grow enrollment.  The company periodically
acquires underperforming assets operating at low profitability,
which can depress overall margins.  Laureate earns about half of
revenues, and a slightly greater percentage of EBITDA, in Mexico,
Chile, and Brazil, where post-secondary enrollment is currently
growing faster than in the U.S.  The company's campuses in Europe
account for 20% of revenues, but make a slightly smaller
contribution to profitability.

S&P said, "We believe that the company intends to continue growing
rapidly by making acquisitions, entering new countries, and
building new campuses over the next several years."

"We view the execution risk related to Laureate's fast growth as a
key risk.  The company has spent heavily since 2007 to make 24
acquisitions and purchase minority ownership stakes in its
schools, which have increased the number of schools by roughly
two-thirds.  The revenue base has also nearly doubled since
2007 through school acquisitions, construction of new campuses,
and low-double-digit percent organic enrollment growth. Revenues
and EBITDA rose roughly 20% in 2010, reflecting a 14% increase in
enrollments."


LEHMAN BROTHERS: BNC Asks for OK of Deal With Aurora Bank
---------------------------------------------------------
BNC Mortgage LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to approve an intercompany services
agreement with Aurora Bank FSB.

BNC Mortgage, an affiliated debtor of Lehman Brothers Holdings
Inc., entered into the agreement to ensure Aurora Bank's
continued services to the company and to compensate the bank for
those services.

Aurora Bank has managed the wind down of BNC Mortgage's
businesses since 2007 and has provided services necessary for the
company to comply with its legacy obligations.  BNC Mortgage's
bankruptcy filing in January 2009, however, has prevented Aurora
Bank from seeking reimbursement from BNC Mortgage's intercompany
receivable.

The intercompany receivable is the primary remaining asset of BNC
Mortgage and was originated during the winding down of its
businesses.  It is comprised of amounts that were transferred to
Aurora Bank, tax benefits the company accrued prior to the wind
down, and other miscellaneous funds.  As of January 9, 2009, the
amount of the payable was $17,184,322.

Under the Intercompany Services Agreement, Aurora Bank will
provide BNC Mortgage with legal representation in the prosecution
or defense of lawsuits, maintain the company's loan files and
other records, conduct investigations in connection with the
claims filed against the company as a result of its bankruptcy
filing, among other services.

In return for Aurora Bank's services, BNC Mortgage will reimburse
the bank for its costs and expenses, including a pro-rated
portion of the employee benefits of the bank's personnel who will
be providing those services.

A full-text copy of the Intercompany Services Agreement is
available for free at http://bankrupt.com/misc/LBHI_BNCISA.pdf

Aurora Bank projects that the total cost for its services for
this year will reach more than $1.1 million.  Its estimated total
cost for the next five years is $821,042.  The bank has already
incurred $504,455 in total expenses for services it provided
since BNC Mortgage's bankruptcy filing.

The Court will hold a hearing on March 23, 2011, to consider
approval of the Intercompany Services Agreement.  The deadline
for filing objections is March 16.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Wants Zurich Authorized to Pay $2MM for Officers
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court order authorizing Zurich American Insurance Company to pay
$2.06 million to settle the arbitration cases against their
officers and employees.

The defendants earlier reached an agreement with American Eagle
Outfitters Inc. and AEO Management Co., and another agreement
with Tule River Tribe of the Tule River Reservation and the Tule
River Tribal Council, to settle the cases pending before the
arbitral tribunals.

The arbitration cases involve claims, which stemmed from alleged
violations of securities law by the defendants in connection with
American Eagle's and Tule River's investments in certain auction
rate securities.

Under the settlement agreements, American Eagle and AEO
Management will receive payment in the sum of $560,000, while the
Tule River entities will be paid $1.5 million from Zurich
American's insurance policies.

Zurich American provides coverage of $15 million in excess of $70
million.

In exchange for the payment, LBHI and some of its affiliates will
be released from claims asserted in the arbitration cases except
those held by the plaintiffs against Lehman Brothers Inc., the
company's brokerage firm.  AEO Management's $61,462 claim against
LBHI, which is not related to the arbitration cases, is not
covered by the settlement.

The Court will hold a hearing on March 23, 2011, to consider
approval of the settlement agreements.  The deadline for filing
objections is March 16.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets June 30 Svc. Deadline for Avoidance Actions
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained an extension of the deadline to effect service of
process of the avoidance actions to June 30, 2011.

As of February 14, 2011, 50 avoidance actions with respect to
more than 230 transactions have been commenced by the Debtors.

The Debtors earlier obtained a court order imposing a stay on the
avoidance actions and extending their service deadline for
another six months.  Since most of the avoidance actions were
filed in September and October last year, the 180-day deadline
requires the Debtors to effect service on all defendants by March
or April this year.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says the extension would allow the Debtors to complete their
discovery efforts.

Since the imposition of stay, the Debtors have engaged in
discovery to obtain information needed in connection with the
avoidance actions.  The discovery is not yet complete although
the Debtors have already collected considerable information,
according to Mr. Waisman.

Mr. Waisman also explains that there are a number of defendants,
particularly those in foreign jurisdictions, for whom service is
taking longer than anticipated.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets OK for ADR Process to Settle SPVs Claims
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval to implement what they call an alternative dispute
resolution process to settle their claims under derivatives
contracts with special purpose vehicles.

Since their bankruptcy, the Debtors have filed more than 50
lawsuits to recover claims involving more than 200 transactions.
Most of these transactions involve the SPVs, which were
implicated in the lawsuits.

"Although the pending actions are currently stayed, it is the
Debtors' intention to make efforts to consensually resolve most
or all of those disputes before the expiration of the stay," says
Richard Slack, Esq., at Weil Gotshal & Manges LLP, in New York.
He says the derivatives transactions constitute significant
assets of the Debtors' estates.

The lawsuits are stayed until July 20, 2011, pursuant to the
Court's October 20, 2010 order.

The Debtors' derivatives contracts with the SPVs are also subject
to the Court's prior order which authorized the implementation of
a process for resolving claims that also stemmed from derivatives
contracts.  However, the order could not reportedly address the
difficulties faced by the Debtors in finding appropriate
counterparts with whom to discuss the settlement.

"In a majority of the SPV derivatives transactions for which ADR
notices have been served, the Debtors have come to the
negotiating table only to find that there is no one with whom to
negotiate," Mr. Slack says in court papers.

Many of the SPVs have ignored the notices and have remained
unresponsive to discussions with the Debtors, according to the
Lehman lawyer.

One feature of the proposed ADR process to resolve claims against
SPVs is that it requires mandatory participation by the SPVs,
which are involved in the pending lawsuits or will be named as
defendants in future derivatives actions.

Details about the proposed ADR process are contained in the
proposed order, a copy of which is available for free at
http://bankrupt.com/misc/LBHI_SPVADRprocess.pdf

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Transition Svcs. Pact w/ Barclays Approved
---------------------------------------------------------------
James W. Giddens, as trustee for the liquidation under the
Securities Investor Protection Act of the business of Lehman
Brothers, Inc., won approval from the U.S. Bankruptcy Court of a
transition services agreement it entered into with Barclays
Capital Inc.

The TSA provides the Trustee with services that are critical in
aiding him and his professionals in, among other things,
evaluating claims asserted in the liquidation and to carry out
the liquidation of the business.  Certain services can only be
provided by Barclays, as purchaser of certain LBI assets, and the
resulting TSA thereby is reasonable, fair and appropriate for the
LBI estate, its customers, creditors and other parties-in-
interest, the Trustee tells the Court.

Among the services to be provided under the TSA are finance,
treasury, front office, operations and IT infrastructure
services.  The TSA also provides that the Trustee and his
professionals' access to Barclays information systems will
continue until March 16, 2011.  The TSA supersedes all prior
services agreements entered into between the Trustee and
Barclays.

A full-text copy of the executed copy of TSA is available for
free at http://bankrupt.com/misc/lehm_barcltsa.pdf

Oracle USA, Inc., reserves its right regarding the TSA or other
contemplated interim use, to the extent that the TSA contemplates
ongoing use of Oracle's software by any entity other than the
authorized user(s) under the applicable license and related
agreements' terms.  Specifically, Oracle objects to the TSA to
the extent that it may grant both the Trustee and Barclays the
right to simultaneous use of, and access to, the Oracle software.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LIBBEY INC: Board of Directors Amends and Restates By-Laws
----------------------------------------------------------
On Feb. 8, 2011, the Board of Directors of Libbey Inc. amended and
restated the Company's Amended and Restated By-Laws dated as of
Feb. 1, 2005.  A copy of the Amended Bylaws is available for free
at http://ResearchArchives.com/t/s?753b

Prior to the Amended Bylaws, there was a potential ambiguity in
the Original Bylaws as to whether a plurality or majority vote was
required connection with various matters brought to the
shareholders for a vote.  The Amended Bylaws make it clear that,
when a quorum is present at any meeting:

     * in an uncontested election of directors, each director must
       be elected by the vote of the majority of the votes cast
       with respect to that director's election;

     * in a contested election of directors, the directors must be
       elected by the vote of a plurality of the shares that are
       represented in person or by proxy at such meeting and that
       are entitled to vote on the election of directors; and

     * except for the election of directors or any other question
       or matter that, by express provision of law, or the
       Certificate of Incorporation, or the Amended Bylaws,
       requires a different vote, the affirmative vote of a
       majority of the shares that are present in person or
       represented by proxy at the meeting and that are entitled
       to vote on the subject matter shall be the act of the
       shareholders.

In addition, the Amended Bylaws make it clear that (x) a majority
of the votes cast means that the number of shares voted "for" a
director's election must exceed the number of votes cast "against"
or "withheld" from such director's election, (y) neither
abstentions nor broker non-votes will be deemed to be votes "for,"
"against" or "withheld" from a director's election, and (z) the
Board will have the exclusive power and authority to determine
whether any election of directors is a contested election.
Finally, the Amended Bylaws make it clear that at each meeting of
the stockholders, each stockholder having the right to vote may
vote in person or may authorize another person or persons to act
for him by proxy in a manner permitted by Section 212 of the
General Corporation Law of Delaware.

Concurrently with the approval of the Amended Bylaws, the Board of
Directors approved revised Corporate Governance Guidelines, a copy
of which is available at www.libbey.com.  Pursuant to the revised
Corporate Governance Guidelines, the Board has adopted a policy
that provides that:

     * In an uncontested election of directors, any nominee for
       election as a director who fails to receive the vote
       required by Section 1 of Article III of the Company's By-
       Laws is expected to tender his or her resignation to the
       Board promptly following the certification of the results
       for such election.

     * The Nominating and Governance Committee will consider each
       resignation tendered under the policy and recommend to the
       Board whether to accept or reject it.  The Board will act
       on each tendered resignation, taking into account the
       Nominating and Governance Committee's recommendation,
       within 90 days following the certification of the election
       results.  The Nominating and Governance Committee in making
       its recommendation, and the Board in making its
       determination, may consider any factors or other
       information that it considers appropriate, including,
       without limitation, the reasons (if any) given by
       stockholders as to why they withheld their votes, the
       qualifications of the tendering director and his or her
       contributions to the Board.

     * The Board will promptly disclose (1) its decision whether
       to accept or reject each tendered resignation and (2) if
       applicable, the reasons for rejecting any tendered
       resignation, in a press release to be disseminated in the
       manner the Company's press releases are typically
       distributed.

     * Any director who tenders his or her resignation pursuant to
       the policy will not participate in the Nominating and
       Governance Committee recommendation or Board determination
       regarding whether to accept or reject his or her tendered
       resignation.  If, however, each member of the Nominating
       and Governance Committee failed to receive the Requisite
       Vote at the same election, then the Board will create a
       committee comprised solely of independent directors who did
       not fail to receive the Requisite Vote to consider the
       tendered resignations and recommend to the Board whether or
       not to accept them.  Further, if the only directors who did
       not fail to receive the Requisite Vote in the same election
       constitute three or fewer directors, all directors may
       participate in the Board determination regarding whether or
       not to accept the tendered resignations.

     * If a director's resignation tendered under this policy is
       rejected by the Board, the director will continue to serve
       for the remainder of his or her term and until his or her
       successor is duly elected and qualified, or until his or
       her death, resignation, retirement or removal.

     * If a director's tendered resignation is accepted by the
       Board, then the Board, in its sole discretion, may fill any
       resulting vacancy or may decrease the size of the Board in
       each case pursuant to the applicable provisions of the
       Company's Bylaws.

     * The Board will consider as candidates for nomination for
       election or re-election to the Board, or to fill vacancies
       and new directorships on the Board, only those individuals
       who agree to tender, promptly following their election, re-
       election or appointment, an irrevocable resignation that
       will be effective upon (1) the director's failure to
       receive the Requisite Vote in his or her election as a
       director and (2) the acceptance of such tendered
       resignation by the Board.

     * The Board will have the exclusive power and authority to
       administer and interpret the policy and to make all
       determinations deemed necessary or advisable for the
       administration of the policy, including any determination
       as to whether any election of directors is contested.  All
       actions, interpretations and determinations that are done
       or made by the Board in good faith will be final,
       conclusive and binding.

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LIONS GATE: Seeks to Voluntarily Dismiss Chapter 11 Case
--------------------------------------------------------
Lions Gate Ventures, Inc. asks the U.S. Bankruptcy Court for the
Central District of California, pursuant to Section 1112 of the
Bankruptcy Code, for an order voluntarily dismissing its Chapter
11 case.

The Debtor's counsel, Terrell Proctor, Esq., in Downey,
California, asserts that the motion should be granted because,
among other things, the Debtor is unable to effectuate a plan.
The continuation of this case would result in continuing loss to
or diminution of the estate, and there is "an absence of a
reasonable likelihood of rehabilitation," he added.

                         About Lions Gate

Corona, California-based Lions Gate Ventures, Inc., dba Lions Gate
Ventures, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-10409) on Jan. 5, 2011.  Terrell Proctor, Esq.,
who has an office in Woodland Hills, California, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


LIQUIDMETAL TECH: Incurs $1.89 Million Net Loss in 2010
-------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.89 million on $33.29 million of revenue for the year
ended Dec. 31, 2010, compared with net income of $251,000 on
$16.94 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $15.04 million
in total assets, $31.88 million in total liabilities and $16.84
million in total shareholders' deficiency.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The Company has experienced losses from continuing
operations during the last three fiscal years and has an
accumulated deficit of $165,879 as of Dec. 31, 2010.  Net cash
provided by continuing operations for the year ended Dec. 31, 2010
was $10,080.  At Dec. 31, 2010, working capital deficit was
$14,180.  As of Dec. 31, 2010, the Company's principal source of
liquidity is $5,049 of cash and $1,731 of trade accounts
receivable.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7555

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.


LOCAL INSIGHT: Wants Bonuses and More Plan Exclusivity
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Local Insight Regatta Holdings Inc. is seeking approval for
bonuses covering 88 top executives and managers and more time to
file a reorganization plan.  Hearings on both motions will take
place March 29.

Local Insight, Mr. Rochelle discloses, says six senior executives
already quit, including the chief executive officer.  To prevent
more losses, the company has lenders' support for a program to pay
incentive bonuses to the top 38 executives and retention bonuses
to 50 non-executive managers.  The company is still negotiating to
garner creditors' committee approval for the bonus program.  The
incentive bonuses for the top 38 executives will be based on a
combination of achieving cash-flow targets and the date for
emergence from Chapter 11.

Local Insight, according to Mr. Rochelle's report, has received a
draft of a proposed plan from the lenders owed $337 million and
has completed the business plan and projections.  It wants the
exclusive right to propose a Chapter 11 plan extended to July 15
from March 17.

              About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LODGE NORTH: Section 341(a) Meeting Scheduled for April 13
----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Lodge
North Investors-07, LLC's creditors on April 13, 2011, at 1:00
p.m.  The meeting will be held at United States Bankruptcy Court,
Southern District of New York, 300 Quarropas Street, Room 243A,
White Plains, New York.

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.

New Rochelle, New York-based Lodge North Investors-07, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-
22429) on March 9, 2011.  David Carlebach, Esq., at the Law
Offices of David Carlebach, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate TN Metro Holdings XII, LLC, filed a separate Chapter 11
petition on March 9, 2011 (Bankr. S.D.N.Y. Case No. 11-22428).


LORAL SPACE: CEO Hid Ch. 11 Prep, Investors Tell 2nd Circ.
----------------------------------------------------------
Bankruptcy Law360 reports that a class of shareholders told the
Second Circuit on Wednesday that the former CEO of Loral Space &
Communications Ltd. knowingly hid the troubled company's
bankruptcy preparations from the public to save his own neck.

Loral Space & Communications -- http://www.loral.com/-- is a
satellite communications company.  It owns and operates a fleet
of telecommunications satellites used to broadcast video
entertainment programming, distribute broadband data, and
provide access to Internet services and other value-added
communications services.

The Company and various affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represented the Debtors in their successful restructuring and
prosecution of their Fourth Amended Joint Plan of Reorganization
to confirmation on Aug. 1, 2005.


MALIBU OCEAN: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Malibu Ocean View Villas, LLC.
        24683 24685 24687 24689 Pacific Coast Highway
        Malibu, CA 90265

Bankruptcy Case No.: 11-13192

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Andrew A. Goodman, Esq.
                  GOODMAN FAITH LLP
                  21550 Oxnard Street, Suite 830
                  Woodland Hills, CA 91367
                  Tel: (818) 887-2500
                  Fax: (818) 887-2501
                  E-mail: agoodman@goodmanfaith.com

Scheduled Assets: $7,500,000

Scheduled Debts: $4,610,000

The petition was signed by Shahram Elyaszadeh, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Elko Mall of America, LLC             11-21103            03/15/11

The Malibu Ocean View's list of unsecured creditors filed together
with its petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Los Angeles County Tax Collector   --                     $300,000
P.O. Box 54088
Los Angeles, CA 90054


MARKET STREET: Middleberg Riddle to Serve as Trustee's Co-counsel
-----------------------------------------------------------------
U.S. Bankruptcy Judge Elizabeth W. Magner granted the motion to
enroll Michele Allen-Hart, Esq., at Middleberg Riddle & Gianna, as
co-counsel of record for Burt Eisenberg as Trustee of Market
Street Properties Trust.

The co-counsel may be reached at:

          Michele Allen-Hart, Esq.
          MIDDLEBERG, RIDDLE & GIANNA
          201 St. Charles Avenue, 31st Floor
          New Orleans, LA 70170-3100
          Telephone: (504) 525-7200
          Facsimile: (504) 581-5983

                  About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by:

          Christopher T. Caplinger, Esq.
          Joseph Patrick Briggett, Esq.
          Stewart F. Peck, Esq.
          LUGENBUHL WHEATON PECK RANKIN & HUBBARD
          601 Poydras Street, Suite 2775
          New Orleans, LA 70130
          Tel: (504) 568-1990
          Fax: (504) 529-7418
          E-mail: ccaplinger@lawla.com
                  jbriggett@lawla.com
                  speck@lawla.com

The Company reported $52,404,026 in assets and $26,848,596 in
liabilities as of the Chapter 11 filing.


MARKET STREET: Seeks to Hire Cupkovic as Architect
--------------------------------------------------
Market Street Properties, LLC, needs an architect with experience
and expertise in the development of large-box retail sites and
with the ability to provide coordination, planning and design
oversight for the Debtor's properties, as required by certain
potential tenants.  The Debtor said Cupkovic Architecture LLC fits
the bill.

Cupkovic is a nationally recognized architectural firm with
extensive experience with the design and planning of large box
retail.  Moreover, professionals at Cupkovic are approved and
recognized for the Debtor's primary tenant candidate, Bass Pro,
and are familiar with Bass Pro's design requirement and corporate
culture.  The Debtor's management determined that retaining
Cupkovic was critical to securing Bass Pro interest, as well as
necessary to organizing related presentations.  As a result, the
Debtor's management deemed it to be essential to work with
Cupkovic in its pre-development activities and to seek the
Bankruptcy Court's authority to employ Cupkovic, nunc pro tunc to
October 1, 2010, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code.

To the best of the Debtor's knowledge, Cupkovic does not represent
any interest adverse to the Debtor's estate, Cupkovic is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code, and Cupkovic's employment is necessary and in
the best interests of the Debtor and the Debtor's estate.

The parties' Employment Agreement contemplates compensation of
Cupkovic in accordance with these hourly rates:

          Position                     Rate
          --------                     ----
          Principal Architect         $200/hr
          Sr. Design Architect/
             Sr. Project Manager
             (Executive Rate)         $155/hr
          Sr. Project Mgr./
             PA (Professional Rate)   $120/hr
          Sr. Associate --
             Interior Designer        $105/hr
          Associate Architect (PA)    $100/hr
          Design Associate/
             Job Captain               $90/hr
          Intern/Graduate Architect    $85/hr
          Interior Designer --
             Designer -- Drafter       $75/hr
          Administrative Staff         $60/hr

The Employment Agreement further provides that the Executives
and Professionals will be entitled to a per diem travel rate of
$1,600 and $1,300, respectively.

The Court will convene a hearing on March 22, at 2:00 p.m. to
consider the Debtor's application.

                  About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company reported
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.


MARKET STREET: Hires Patrick J. Gros CPA as Accountant
------------------------------------------------------
Market Street Properties, LLC, seeks to hire Patrick J. Gros, CPA,
as accountant pursuant to Sections 327, 328(a) and 1107 of the
Bankruptcy Code, nunc pro tunc to February 16, 2011.  The Debtor
believes that the employment of the Accounting Firm is necessary
to comply with the reporting requirements of the Bankruptcy Court
and the Office of the United States Trustee and will be beneficial
to the estate given the Firm's experience and expertise in
bankruptcy matters.

The services to be provided by the Accounting Firm include:

     (a) providing general accounting services;

     (b) consulting and preparation of monthly operating reports
         pursuant to requirements provided by the Office of the
         United States Trustee; and

     (c) providing other accounting and financial advisory
         services as may be requested by the Debtor and other
         professionals employed by the Debtor.

To the best of the Debtor's knowledge and belief, the Accounting
Firm, its partners, directors, managers, associates and other
professionals do not represent or hold any interest adverse to the
Debtors or the Debtors' estates and are disinterested persons.

The Accounting Firm has not received a retainer for services to be
rendered to the Debtors.

The Debtors propose that the compensation to be paid to the
Accounting Firm and its employees will be at these hourly rates:

          Partners                     $150
          Managers                      $95
          Seniors                       $80
          Staff & Paraprofessionals     $65

Additionally, the Accounting Firm is customarily reimbursed for
all expenses incurred by it in connection with the services
provided.

The Court will convene a hearing on March 22, at 2:00 p.m. to
consider the Debtor's application.

                  About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company reported
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.


MEDICAL PROPERTIES: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Annie Johnson, staff writer at the Nashville Business Journal,
notes that Medical Properties, a Murfreesboro medical property
firm, voluntarily sought Chapter 7 liquidation.  Medical
Properties disclosed it had $92,227 in assets and almost $2
million in debts.


MIDAS INC: Bank Group Grants Waiver, Modifies Loan Covenants
------------------------------------------------------------
Midas, Inc. has been granted a waiver by its bank group for
violating certain financial covenants in its existing revolving
credit facility, as a result of a recent ruling in the arbitration
between the company and its European licensee MESA S.p.A. and
Mobivia Groupe S.A.

As a result of the arbitration ruling, Midas must pay an
approximate $25.5 million award to MESA and Mobivia that has been
accrued in the company's fourth quarter 2010 operating results.
The company's December 2009 revolving credit facility's covenants
required a maximum three-to-one ratio of total debt, including
bank debt, letters of credit and the balance of capital leases, to
the company's consolidated adjusted EBITDA.  As part of the
waiver, the bank group has amended the credit agreement to exclude
the $25.5 million expense from the adjusted EBITDA calculations
for 2010 and 2011.

The amendment also increased the maximum allowable debt-to-EBITDA
ratio to 3.5-to-one for the fiscal year-end 2010 and for the first
two quarters of 2011.  The ratio will reduce to 3.25-to-one for
the third and fourth quarters of 2011, then will return to three-
to-one for the remaining term of the credit facility.  The current
credit facility agreement expires in October 2013.

Interest rates were not affected by the modifications.  The
interest on Jan. 1, 2011, was priced at LIBOR plus three percent.

The revolving credit facility is unsecured and provides for
borrowings and letters of credit of up to $125 million.  The
company had $62.7 million of outstanding borrowings at the end of
2010 prior to payment of the arbitration award.

"The bank group's willingness to work with Midas to ensure the
company's liquidity for 2011 and future years confirms their
confidence in the on-going progress we are making in our
initiatives to grow our business," said William M. Guzik, Midas'
executive vice president and chief financial officer.  "We
appreciate their unanimous support."

The bank group is led by JP Morgan Chase Bank and also includes
PNC Bank, Bank of America, BB&T and Northern Trust.

MESA filed a request for arbitration in June 2009, seeking damages
of up to EUR 256 million from Midas, claiming breach of a 1998
agreement of strategic alliance and requesting termination of the
license agreement under which license fees are paid to Midas.

In the arbitration ruling announced March 3, 2011, Midas prevailed
in defending the vast majority of claims by MESA and Mobivia that
Midas had an obligation to invest in Midas Europe.  Under the
ruling, the license agreement between Midas and MESA continues in
full force and the license fee stream is to continue
uninterrupted.

However, the arbitral tribunal awarded MESA EUR 17.45 million (US
$23.4 million) plus interest of five percent from June 12, 2009
through the award date of approximately $2.1 million, in
connection with MESA's claim that Midas failed to cooperate in the
improvement of information technology in the European operations.

Midas accrued the damage award as a charge to fiscal 2010 results.
Therefore, the ruling had a negative impact on full-year operating
income of $25.5 million and a negative impact on net income of
$16.0 million--or $1.15 per diluted share.

Because the company prevailed in the majority of the claims, the
arbitral tribunal ordered MESA to reimburse Midas for
approximately $2.5 million in legal and other arbitration-related
expenses.  This fee recovery was also reflected in the fourth
quarter operating results.  With the impact of the arbitration
award, Midas reported an operating loss of $9.0 million for 2010.

Midas, Inc. -- http://midas.com/--  is a provider of automotive
repair and maintenance services with over 2,550 shops globally.
Midas retail shops, which are operated by the Company, its
franchisees and licensees, offer an array of automotive repair
and maintenance services.


MIDAY REALTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Miday Realty Corp.
        1439 41st Street
        Brooklyn, NY 11218

Bankruptcy Case No.: 11-41998

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Ronald D. Weiss, Esq.
                  RONALD D. WEISS, P.C.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784
                  E-mail: weiss@ny-bankruptcy.com

Scheduled Assets: $803,700

Scheduled Debts: $2,305,500

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-41998.pdf

The petition was signed by Chana Wolner, vice president.


MILLENNIUM MULTIPLE: Amends Ch. 11 Plan Ahead of Apr. 20 Hearing
---------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan fine-tuned its
proposed Chapter 11 plan of reorganization and explanatory
disclosure statement on March 10, 2011, ahead of the hearing on
April 20.

A copy of the Disclosure Statement, as amended, is available for
free at
http://bankrupt.com/misc/MILLENNIUM_MULTIPLE_amended_ds.pdf

The hearing to consider approval of the Amended Disclosure
Statement, including the solicitation, voting procedures and form
of ballot as provided therein, will be held on April 20, 2011, at
1:30 p.m., and, if necessary, will continue on April 21, 2011, at
9:30 a.m.

The Amended Plan says that up to $1,000,000 in cash will be set
aside for the payment of allowed unsecured claims under Class 3.
The Original Plan set aside $500,000 for the class.

The Original Plan says that each plan participant under Class 4
will remain eligible to receive his or her death benefit through
and including the date upon which a Participant's election is due.
The Amended Plan says that each Participant will remain eligible
to receive the lesser of a modified death benefit, or the 2010
Death Benefit made available to the Participant by the Debtor
through and including the date upon which a Participant's election
is due.  The modified Death Benefit will be the amount of the net
proceeds received by the Millennium Liquidation Trustee from the
Life Policy or Policies insuring the Participant's life less the
sum of 1) the Participant's gross Life Benefit calculated in
accordance with the Plan plus 2) any interest paid by the Insurer
from the date of the Participant's death.

The Amended Plan mentions what will happen to life and death
benefits following confirmation of the Plan.  According to the
Amended Plan, the Debtor has currently made only a death benefit
available to each of its Participants.  No life benefits were made
available for the 2010 or 2011 Plan Years.  Following the
effective date of the propose Plan, for a limited period of time
each participant will only be entitled to the lesser of their
current death benefit or a modified death benefit.  The difference
between a Participant's current death benefit and the modified
death benefit could be significant.

                   About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MILLENNIUM MULTIPLE: Fails to Get OK for Settlement With Committee
------------------------------------------------------------------
The Hon. T.M. Weaver of the U.S. Bankruptcy Court for the Western
District of Oklahoma denied on Feb. 7, 2011, approval of a
settlement between Millennium Multiple Employer Welfare Benefit
Plan, the Official Committee of Unsecured Creditors, and certain
plan participants.

Dozens of current, former, or alleged plan participants sued the
Debtor and asserted claims against the Debtor relating to its
prepetition operations, collectively seeking more than
$150 million in damages.  In 2009 several of the insurers, who
collectively hold more than 80% of the Debtor's assets in the form
of the cash surrender value in the policies, filed interpleader
actions in the Court.  Simultaneous with the filing, the insurers
took the position that they would no longer allow the Debtor
access to its assets held within the policies.  Although the
Debtor has a net worth in excess of $85 million, it was unable to
obtain access to a large portion of those funds.

The Debtor asserted having various claims against the Litigation
Claimants, including claims for contractual indemnity.  According
to the Debtor, the contractual indemnity claims arise from a
provision of the agreement signed by each employer that decided to
participate in the Debtor.  If the Debtor were to continue to
pursue these contractual indemnity claims against the Litigation
Claimants, the Debtor would seek to recover, inter alia,
attorney's fees in defending against the Litigation Claims.

After extensive arms-length negotiations, the Debtor, the
Committee, and Litigation Claimants reached an agreement to settle
the Debtor claims and the litigation claims, subject to court
approval.

Under the Settlement Agreement, the Debtor was to undertake
commercially reasonable efforts to surrender the Policies insuring
the lives of the Litigation Claimants who are current Participants
so that it can receive cash from the insurers that issued such
Policies.  The Debtor will retain $3 million of cash proceeds
received from surrendering the policies.  The Settlement Agreement
also provides that the Litigation Claimants will be responsible
for any additional tax liability imposed on the Debtor or the non-
litigant Participants as a result of the Settlement.  The Debtor,
after retaining the Settlement Repayment, will transfer the
remaining cash proceeds from the surrender of the Policies to one
of the counsel for the Litigation Claimants, subject to any
applicable tax withholding, who will then distribute such proceeds
to the Litigation Claimants.

Eric D. Madden -- emadden@diamondmccarthy.com -- at Diamond
McCarthy LLP, serves as counsel for the Committee.  Kiran A.
Phansalkar -- kphansalkar@cwlaw.com -- at Conner & Winters, LLP,
is the Committee's local counsel.

                   About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MONEYGRAM INT'L: Benson Steps Down as Principal Accounting Officer
------------------------------------------------------------------
MoneyGram International, Inc. and Jean C. Benson, the Company's
Senior Vice President and Controller entered into a separation
agreement and release of all claims.  Ms. Benson ceased to serve
as the Company's principal accounting officer, effective Feb. 10,
2011, but will remain employed by the Company until March 31,
2011.  Pursuant to the terms of the Benson Separation Agreement,
in consideration for Ms. Benson's release of certain employment
and other related claims against the Company,
Ms. Benson will receive (i) a payment of $80,806.08 pursuant to
the Company's Severance Plan; (ii) an additional payment of
$116,154; and (iii) a payment of $50,000.00 pursuant to
Ms. Benson's recognition bonus, in each case, less all voluntary
and required withholdings.  In addition, Ms. Benson will be
eligible to receive an award based on the number of days she was
employed in fiscal year 2010 pursuant to the Company's Performance
Bonus Plan if certain criteria under the PBP are satisfied.  In
addition, Ms. Benson will be entitled to Company-provided
outplacement services provided she elects to engage such services
by Dec. 31, 2011.  The Benson Separation Agreement also contains a
one-year non-solicitation provision and certain other covenants
and acknowledgements applicable to Ms. Benson.

On Feb. 10, 2011, the Company appointed Rebecca L. Lobsinger, age
36, to be its Vice President, Controller and Chief Accounting
Officer.  Ms. Lobsinger has served as the Assistant Controller of
the Company since September 2005.  From December 2004 through
September 2005, Ms. Lobsinger served as the manager of financial
standards and reporting for the Company.

As Vice President, Controller and Chief Accounting Officer of the
Company, Ms. Lobsinger will receive an annual base salary of
$200,000.  Ms. Lobsinger will also be eligible to participate in
the Company's PBP, pursuant to which Ms. Lobsinger will be
eligible for an annual bonus of 35% of her Base Salary if annual
PBP bonus base targets are achieved and 70% of her Base Salary if
annual PBP bonus maximum targets are achieved. Annual PBP bonus
targets will be established by the Company's Board of Directors.

                  About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2010, showed $5.12 billion
in total assets, $5.06 billion in total liabilities,
$999.35 million in mezzanine equity and a $942.48 million
stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MSGI TECHNOLOGY: Unable to Timely File Dec. 31 Form-10-Q
--------------------------------------------------------
MSGI Technology Solutions, Inc. filed a form 12b-25 saying that it
is unable to file its Form 10-Q on time.  The compilation,
dissemination and review of the information required to be
presented in the Form 10-Q for the period ending Dec. 31, 2010,
cannot be completed by February 14, 2011, without undue hardship
and expense to Company.  The Company's Interim Report on Form 10-Q
will be filed as soon as practicable, and in no event later than
the fifth (5th) calendar day following the prescribed due date.

                      About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

The Company's balance sheet at Sept. 30, 2010, showed $567,713 in
total assets, $25.76 million in total liabilities, and a
stockholders' deficit of $25.20 million.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed
substantial doubt about MSGI Security Solutions, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended June 30,
2009, and 2008.  The auditing firm reported that the Company has
suffered recurring losses from operations, and negative cash flows
from operations, and has a substantial amount of notes payable due
on demand or within the next 12 months and has very limited
capital resources.


MSR RESORT: Has $5 Million Interim Loan From Paulson
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Paulson & Co. and Five Mile Capital Partners LLC were given
interim approval March 15 to provide $5 million in subordinate
secured financing for MSR Resort Golf Course LLC and its
affiliates' Chapter 11 reorganization.  A final hearing is
scheduled for April.

As reported in the March 8, 2011 edition of the Troubled Company
Reporter, MSR Resort Golf Course LLC; MSR Biltmore Resort, LP; MSR
Grand Wailea Resort, LP; MSR Desert Resort, LP; MSR Resort Hotel,
LP; MSR Resort Silver Properties, LP; and MSR Claremont Resort,
LP, are asking for authorization from the Hon. Sean H. Lane of the
U.S. Bankruptcy Court for the Southern District of New York to
obtain postpetition secured financing from a syndicate of lenders
led by Paulson Real Estate Recovery Fund, LP and Five Mile Capital
II CNL DIP Administrative Agent LLC.

Paulson Real Estate Recovery Fund, LP and Five Mile Capital II
Equity Pooling LLC, as DIP Lenders, have committed to provide up
to $30 million.  The DIP Debtors sought authority on an interim
basis to borrow up to $5 million of the committed amount.

A copy of the DIP financing agreement is available for free at:

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

The DIP Obligations will mature in 12 months.

The loans will accrue interest at a rate per annum equal to the
LIBO Rate plus 3.00%.  In event of default, the Debtors will pay
an additional 1.00% per annum.

The Debtors agree to pay the DIP Agent a commitment fee in an
amount equal to 1.00% of the DIP Lender's Commitment Amount.

The Debtors also sought authority to continue using the Cash
Collateral to provide additional liquidity.  As of the Petition
Date, the Debtors had secured debt in the aggregate amount of
approximately $1.525 billion, consisting of (a) a $1 billion
mortgage loan from Bank of America, National Association, as
successor by merger to LaSalle Bank National Association, as
trustee for the Certificate Holders of Deutsche Mortgage & Asset
Receiving Corporation, COMM 2006-CNL2 Commercial Mortgage Backed
Certificates; and (b) four tranches of mezzanine loans in the
aggregate principal amount of $525 million.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MT. JORDAN: Wants to Hire Wiggins & Co. as Accountants
------------------------------------------------------
Mt. Jordan Limited Partnership seeks permission from the
Bankruptcy Court to employ Wiggins & Co., PC, as its accountants.

The Debtor has determined the necessity of employing an accounting
advisor to assist with accounting and tax matters in connection
with its ongoing business and operations.

W&C has been preparing Compilation Financial Statement Reports and
Federal and State Tax Returns for Mt. Jordan Limited for roughly
40+ years.  There are no outstanding invoices of W&C to the Debtor
that are unpaid, and W&C is not currently a creditor of the Debtor
and has not been a creditor since the Debtor paid the last invoice
in July 2010.  W&C received no payments from the Debtor within the
90 days prior to Dec. 9, 2010.

The firm's Barry R. Goff, CPA, attests that W&C has no direct or
indirect relationship to, connection with, or interest in the
Debtor, any of the Debtor's creditors, any other party in
interest, any of their attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee.

W&C will charge the Debtor for its services on an hourly basis in
accordance with his hourly rates in effect at the time services
are rendered.  Mr. Goff's current hourly rate is $180 and the
hourly rates of his staff who may assist in the case range from
$40 to $140.  The Debtor is informed and believes that the hourly
rates of W&C are reasonable in light of the current hourly rates
charged by other accountants in the Salt Lake area.

                         About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


MT. JORDAN: Has Green Light to Hire Appraiser
---------------------------------------------
Mt. Jordan Limited Partnership won permission from the Bankruptcy
Court to hire Appraisal Group, Inc., to value the Debtor's real
property and, if requested, to prepare a commercial appraisal
report and provide testimony to the Court.  AGI is a licensed and
trained commercial appraiser.

The Debtor is authorized to compensate AGI at a flat fee of $4,650
to provide a preliminary valuation review with regard to the
Debtor's real property and, potentially, the completion of an
appraisal report for an additional flat fee of $3,250.  In
addition, AGI will charge the Debtor $200 per hour for testimony
or consultation after the completion of the appraisal report if
necessary or requested, subject to AGI applying to the Court for
the allowance of compensation and reimbursement of expenses.

                         About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


MUNCE'S SUPERIOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Munce's Superior Petroleum Products, Inc.
          aka Munce's Superior Inc.
        620 Main Street
        Gorham, NH 03581

Bankruptcy Case No.: 11-10975

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Jennifer Rood, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  670 N. Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  E-mail: jrood@bernsteinshur.com

                  Robert J. Keach, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  100 Middle Street, P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: rkeach@bernsteinshur.com

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

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/nhb11-10975.pdf

The petition was signed by Harold P. Munce, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Gorham Oil, Inc.                      11-10977
Superior Trucking, Inc.               11-10978
Munces Real Estate Ventures, LLC      11-10979
BMRA Real Estate Ventures, LLC        11-10980


NATIONAL SPORTS ATTRACTION: Trustee Sues Heisman Trophy Trust
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the bankruptcy trustee for New York's Sports Museum of America
sued the Heisman Trophy Trust, claiming that drawing down a
$750,000 letter of credit in the month before bankruptcy was a
fraudulent transfer.

Mr. Rochelle relates that the lawsuit was filed by Roy Babitt, a
former New York bankruptcy judge who serves as the museum's
trustee.  The museum made an agreement with the Heisman trust in
2005 to house the trophy.  The museum at the time gave the Heisman
trust a $750,000 letter of credit and provided collateral to the
bank as security if there were a draw on the letter of credit.
Mr. Babitt contends the museum didn't receive reasonably
equivalent value when it drew the letter of credit.

According to Mr. Rochelle, the trust can defend against the suit
by contending that the relevant transfer was in 2005, when the
letter of credit was provided.  The trust can also contend that
drawing the letter of credit wasn't a transfer of the museum's
property.

Mr. Rochelle recounts that the privately owned attraction in
Manhattan's financial district opened in 2008 at a cost of $97
million, defaulted on bonds by September of that year, and closed
down in February 2009, leaving $57 million owing on tax-exempt
bonds.  The trustee said in a court filing that the museum's
executives exhibited "blind neglect" of management and operations.

National Sports Attraction, LLC, operates an interactive
attraction-based sports museum.  It showcases the history,
grandeur, and significance of various sports with films, multi-
media displays, and interactive exhibits.  The Company was founded
in 2008 and is based in New York, New York.  On March 13, 2009,
National Sports filed a voluntary petition for liquidation under
Chapter 7 (Bankr. S.D.N.Y. Case No. 09-11162), listing listed
assets of $55.6 million and debt totaling $177.1 million,
including $50.9 million in secured claims.


NEUROLOGIX INC: Sued by Parkinson's Drug Trial Participant
----------------------------------------------------------
Neurologix, Inc. has been informed, through its counsel, that
plaintiffs Robert Zeman and his wife, Julia Zeman, filed a
complaint on Feb. 7, 2011 in the United States District Court for
the District of Massachusetts against the Company and other named
defendants involved in the Company's Phase 2 clinical trial for
Parkinson's disease.  The Complaint is styled Robert Zeman et al
v. Ziv Williams, M.D. et al.  The Company has not yet been served
with the Complaint.

As previously disclosed in the Company's public filings, RZ's
counsel, by letter dated June 18, 2010, notified certain parties
involved in the Trial, including the Company, that RZ intended to
institute this litigation if his claims, as now alleged in the
Complaint, were not settled.

The Complaint, among other things, alleges that RZ, a participant
in the Trial, was injured during the Trial's surgical procedure by
receiving a double dose of the drug used in the Trial on one side
of his brain rather than a bilateral dose of such drug as called
for by the Trial's protocol, and that RZ was not adequately
informed of the risks and potential consequences of his
participation in the Trial. The Complaint further alleges that JZ
suffered loss of consortium as a result of RZ's alleged injuries.

RZ seeks from the Company approximately $15,000,000 in damages,
and JZ seeks from the Company approximately $3,000,000 in damages.

The Company does not believe that RZ's claimed injuries are
related to the drug used in the Trial or to the protocol of the
Trial.  The Company believes that the claims against the Company
set forth in the Complaint are without merit, and the Company
intends to vigorously defend against such claims once properly
served with the Complaint.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company's balance sheet at June 30, 2010, showed $5.8 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $2.1 million.

                         *     *     *

BDO Seidman, LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has suffered recurring losses from operations, expects to incur
future losses for the foreseeable future and has a net capital
deficiency.


NEW JERSEY MOTORSPORTS: Organizational Meeting on March 25
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 25, 2011, at 11:00 a.m. in
the bankruptcy case of New Jersey Motorsports Park, LLC, et al.
The meeting will be held at United States Trustee's Hearing Room,
Bridge View, 800-840 Cooper Street, Suite 102, Camden, New Jersey
08102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Millville, New Jersey-based New Jersey Motorsports Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case
No. 11-16752) on March 7, 2011.  Nella M. Bloom, Esq., at Cohen
Seglias Pallas Greenhall & Furman, PC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $100,001
to $500,000 and debts at $10 million to $50 million.

Affiliates New Jersey Motorsports Park Operating Company, LLC
(Bankr. D. N.J. Case No. 11-16772), New Jersey Motorsports Park
Development Association (Bankr. D. N.J. Case No. 11-16776), and
New Jersey Motorsports Park Urban Renewal, LLC (Bankr. D. N.J.
Case No. 11-16778) filed separate Chapter 11 petitions on
March 7, 2011.


NEDAK ETHANOL: Nebraska Plant Operating at Normal Production
------------------------------------------------------------
In the early morning hours of Feb. 22, the fire department was
called to a fire at NEDAK Ethanol in Atkinson, Nebraska.  The fire
occurred in portions of the equipment of the outdoor ring dryer
used for drying distillers grain.  There were no injuries reported
or exposure of any hazardous materials.  The fire department was
on site for approximately 2 1/2 hours to completely extinguish the
fire.  NEDAK is continuing to operate the ethanol portion of plant
at their normal production rates and will continue to produce WDGS
(Wet Distillers Grains with Solubles).  The dryer will be repaired
as soon as a complete damage assessment can be made.

                         About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

The Company's balance sheet as of September 30, 2010, showed
$86.7 million in assets, $54.7 million in total liabilities, and
members' equity of $32.0 million.

As reported in the Troubled Company Reporter on April 14, 2010,
McGladrey & Pullen, LLP, in Sioux Falls, South Dakota, 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 there is uncertainty as to the
Company's ability to secure additional funds needed to fund
ongoing operations.


NEOMEDIA TECHNOLOGIES: Inks a 5-Year License Contract With eBay
---------------------------------------------------------------
On Dec. 21, 2010, NeoMedia Technologies, Inc., entered into a
license, covenant not to sue and release agreement, to grant a
five0year, non-exclusive, non-sublicensable license to eBay Inc.
with respect to certain of the Company's patents and applications.

On Feb. 15, 2011 eBay notified the Company that eBay had elected
to exercise its option to include in the Agreement the Company's
U.S. Patent Nos. 6,766,363; 6,675,165; 6,651,053; and 6,430,554,
and related patents and applications, such patents described in
the Agreement as the Company's Search Technology. As a result of
the exercise of the Option, the Company received an additional
license fee from eBay for the initial term of the Agreement.

                     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 Sept. 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.


NET ELEMENT: Appoints Richard Lappenbusch as President and COO
--------------------------------------------------------------
Net Element, Inc., announced that it had appointed Richard
Lappenbusch as its President and Chief Operating Officer effective
as of Feb. 15, 2011.

Mr. Lappenbusch is an accomplished media and technology executive
with twenty years of experience in strategic development, product
development, intellectual property planning, digital facility
operations design and management, technical policy development,
and Internet, web and cloud computing services.

Over the course of his career, Mr. Lappenbusch has been a key
player in providing products and services in the broadcast, cable,
film, Internet, media, software and web services industries.
Prior to joining the Company, Mr. Lappenbusch was Founder and
Managing Partner of Novus Ordo LLC, a professional media and
technology consulting company from 2009 through 2011.  From 1993
to 2009, Mr. Lappenbusch held various positions with Microsoft
Corporation and its affiliated companies, including Director of
Global Foundation Services, managing the business and service
units of a cloud computing services group; Director of Microsoft
Entertainment & Devices, responsible for analysis of business
interests relating to video-on-demand, advertising and
subscription services business models; and Director of Strategic
Planning of Microsoft Windows, managing strategic planning of the
Windows Client Operating System.  From 1999 to 2000,
Mr. Lappenbusch was Director of Monitoring, Reporting and Analysis
at MSN, where he was responsible for product development focusing
on global Internet user monitoring and reporting services.  From
1996 to 1999, Mr. Lappenbusch was Director of Operations at MSNBC
Interactive News, LLC, a joint venture of GE's NBC business unit
and Microsoft Corporation, where he was instrumental in building
the Internet operations unit for news production and distribution.
From 1993 to 1995, Mr. Lappenbusch was Lead Program Manager at
Microsoft Research, responsible for designing and developing
interactive television post-production facilities and services.
Mr. Lappenbusch has driven and contributed to industry
initiatives, interoperability standards and strategic plans.  His
broad knowledge base, hands-on experience and successful
accomplishments will be invaluable assets to Net Element and its
portfolio of companies.

Mr. Lappenbusch received his Master's degree from New York
University's Tisch School of the Arts in Interactive
Telecommunications, and his Bachelor of Science degree from the
University of Redlands in Business Administration.  He has earned
the Competitive Intelligence Professional designation and is a
Member of the Society of Competitive Intelligence Professionals.

In connection with Mr. Lappenbusch's appointment as President and
COO, the Board of Directors also authorized an annual salary of
$300,000 and a bonus of $100,000 ($50,000 to be awarded on
Dec. 31, 2011 provided Mr. Lappenbusch is then employed with the
Company and $50,000 to be awarded at the discretion of the Board
of Directors).  Additionally, the Board granted Mr. Lappenbusch
6,100,000 shares of restricted common stock vesting as follows:
100,000 shares on Feb. 15, 2012; 4,000,000 shares vesting semi-
annually over a three-year period from the date of grant; and
2,000,000 shares upon the Company achieving $20,000,000 in
aggregate gross revenues.  All unvested shares of common stock are
subject to repurchase by the Company for an aggregate of $1.00 in
the event of termination of employment in certain circumstances.
Additionally, vesting will be accelerated upon the occurrence of
an extraordinary transaction that results in a change in control
of the Company.  Additionally, the Company paid a signing bonus of
$37,000 to cover relocation and housing expenses.

In addition, upon the Company attaining $20,000,000 in aggregate
gross revenues, Mr. Lappenbusch's appointment to the Board of
Directors will become effective.

The Board of Directors believes that Mr. Lappenbusch's extensive
business and operating experience, knowledge of the Company's
industry, and track record of success, will make him a valuable
member of the executive team and, ultimately, the Board.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

At Dec. 31, 2010, the Company's balance sheet showed $2.8 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $253,000.


NNN MET: Secured Creditor Wants Stay Lifted, Case Dismissed
-----------------------------------------------------------
Secured lender BACM 2005-3 Met Center Office, LLC, has lodged
separate requests asking the Bankruptcy Court to lift the
automatic stay in the bankruptcy case of NNN Met Center 10 25, LLC
and to dismiss the Chapter 11 case.

Judge Thomas E. Carlson will hold a hearing on April 22 at 9:30
a.m., to consider the Motion to Dismiss.  The Motion for Relief
from Stay is set to be heard on March 28 at 9:30 a.m.

Last month, the Debtor asked the Court to cite the Secured
Creditor for contempt for violating the automatic stay imposed in
the bankruptcy case.  The Court will also consider the Contempt
Motion on March 28.

                       About NNN Met Center

San Francisco, California-based NNN Met Center 10 25, LLC, a
Delaware Limited Liability, filed for Chapter 11 bankruptcy
protection on January 31, 2011 (Bankr. N.D. Calif. Case No. 11-
30356).  Darvy Mack Cohan, Esq., at the Law Offices of Darvy Mack
Cohan, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


OCEAN PLACE: Gets More Time to Prepare Plan of Reorganization
-------------------------------------------------------------
Kenny Walter at GMN says John K. Sherwood, attorney for Ocean
Place Development LLC, said Judge Michael Kaplan of the U.S.
Bankruptcy Court in Trenton, New Jersey, gave the Company time to
develop a plan for reorganization.

According to the report, Ocean Place Development, a joint
venture of Orr Partners and Tiburon Capitol Corp., filed notice
in bankruptcy court on Feb. 15, 2011, just a week before a
scheduled sheriff's foreclosure sale was supposed to take place
for the Ocean Place mortgage, valued at just over $58 million.

Ocean Place Development LLC, A Delaware Limited Liability Company,
dba Ocean Place Resort & Spa, filed for Chapter 11 bankruptcy
protection on Feb. 15, 2011 (Bankr. D. N.J. Case No. 11-14295).
Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.


ONE RENAISSANCE: Section 341(a) Meeting Set for April 12
--------------------------------------------------------
The U.S. Trustee for Region of Eastern District of North Carolina
will convene a meeting of One Renaissance, LLC's creditors on
April 12, 2011, at 10:00 a.m.  The meeting will be held at the
USBA Creditors Meeting Room, Two Hannover Square, Room 610, 434
Fayetteville Street Mall, Raleigh, North Carolina 27601.

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.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  Jason L. Hendren, Esq., at Hendren &
Malone, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


ONE RENAISSANCE: Taps Hendren & Malone as Bankruptcy Counsel
------------------------------------------------------------
One Renaissance, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Hendren & Malone, PLLC, as bankruptcy counsel.

Hendren & Malone will represent and assist the Debtor in carrying
out its duties under the provisions of Chapter 11 of the U.S.
Bankruptcy Code.

Neither the Debtor nor Hendren & Malone disclosed how the law firm
will be compensated for its services.

Jason L. Hendren, Esq., an attorney at Hendren & Malone, PLLC,
assures the Court that the firm is a "disinterested person" within
the meaning of section 101(14) of the Bankruptcy Code.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  The Debtor estimated its assets and
debts at $10 million to $50 million.


ORANGE GROVE: Gets Permission to Use Cash Collateral
----------------------------------------------------
Orange Grove Service, Inc., obtained authorization from Judge Alan
M. Ahart of the United States Bankruptcy Court for the Central
District of California to use cash of American Continental Bank
and Signal Walnut Partnership, L.P, to pay expenses as set forth
in their budgets through March 31, 2011.

On April 6, 2011, the Court will hold a continued hearing to
consider Orange Grove's further use of the Cash Collateral.

Regarding the use of Signal Walnut's Cash Collateral, Judge Ahart
authorized Orange Grove to deviate from the total expenses by no
more than 10% without prior notice and approval of Signal Walnut.
On a monthly basis, Orange Grove will pay to Signal Walnut all
cash collateral from the subject property in excess of the
Approved Expenses, up to a maximum of $33,000 for the months of
February and March 2010.

Copies of the budgets are available for free at:

http://bankrupt.com/misc/OrangeGrove_Budget_02182011_ACB.pdf
http://bankrupt.com/misc/OrangeGrove_Budget_02252011_Signal.pdf

                   About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


OVERLAND STORAGE: Shmuel Shottan Does Not Own Any Securities
------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Shmuel Shottan, a director at Overland Storage Inc.,
disclosed that he does not own any securities of the Company.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage'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 of the Company's
recurring losses and negative operating cash flows.


OXIGENE INC: Effects 1-for-20 Reverse Stock Split
-------------------------------------------------
OXiGENE, Inc., announced that it has filed a Certificate of
Amendment to its Amended and Restated Certificate of Incorporation
to effect a 1-for-20 reverse stock split on Feb. 22, 2011.

On the Effective Date, immediately and without further action by
the Company's stockholders, every 20 shares of the Company's
Common Stock, $0.01 par value per share, issued and outstanding
immediately prior to the filing of the Amendment  were
automatically converted into one share of Common Stock, $0.01 par
value per share.  As a result of the reverse split, the number of
outstanding shares of Common Stock was reduced to approximately
6,829,292, excluding outstanding and unexercised share options and
warrants and subject to adjustment for fractional shares.  The
reverse stock split will not affect any shareholder's ownership
percentage of the Company's Common Stock, except to the limited
extent that the reverse split would result in any shareholder
owning a fractional share.  In lieu of fractional shares,
stockholders will receive cash in an amount equal to the product
obtained by multiplying (i) the closing sale price per share on
the business day immediately preceding the Effective Date as
reported on The Nasdaq Capital Market(R) by (ii) the number of
shares of Common Stock held by the stockholder that would
otherwise have been exchanged for the fractional share interest.
Further, any options, warrants and contractual rights outstanding
as of the Effective Date that are subject to adjustment will be
adjusted in accordance with the terms thereof.  These adjustments
may include, without limitation, changes to the number of shares
of common stock that may be obtained upon exercise or conversion
of these securities, and changes to the applicable exercise or
purchase price.

The Common Stock began trading on NASDAQ on a post-split basis on
Feb. 23, 2011.  It is expected that NASDAQ will append a "D" to
the Company's ticker symbol ("OXGND") to indicate the completion
of the reverse split, and that after a 20 trading-day period
following effectiveness of the reverse split, the ticker symbol
will revert to "OXGN."  In addition, the shares of Common Stock
will also traded under the new CUSIP number 691828 305 effective
on Feb. 22, 2011.

As previously disclosed, the shareholders of the Company approved
a proposal authorizing the Board of Directors, in its discretion,
to implement the reverse split at a Special Meeting of
Shareholders held on Dec. 21, 2010.

The Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company is available at no
charge at http://ResearchArchives.com/t/s?7542

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company's balance sheet at Sept. 30, 2010, showed $7.7 million
in total assets, $15.2 million in total liabilities, and a
stockholders' deficit of $7.5 million.

As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Boston, 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 recurring operating losses and will be required to
raise additional capital, alternative means of financial support,
or both, prior to January 1, 2011, in order to sustain operations.


PAUL BRENNEKE: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Paul Brenneke Qualified Personal Residence Trust
                UDT
                  aka Thomas B Brenneke, Trustee
                      Paul Brenneke
                11710 SW Summerville Avenue
                Portland, OR 97219

Bankruptcy Case No.: 11-31975

Involuntary Chapter 11 Petition Date: March 14, 2011

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Pro Se

Petitioners' Counsel: Robert S. Simon, Esq.
                      ROBERT S. SIMON P.C.
                      P.O. Box 820035
                      Portland, OR 97282-1035
                      Tel: (503) 274-6208

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Z&A Irrevocable Trust UDT          Breach of            $1,979,949
333 S. State Street, #286          Promissory Note
Lake Oswego, OR 97034

Elene Dunavan                      Loan                 $1,200,000
11710 SW Summerville
Portland, OR 97219

Jones Dave D&J Remodeling          Breach of Contract     $367,511
20672 NW Quail Hollow
Portland, OR 97229

Victor Le Nettoyeur LLC            Lien/Breach of         $157,096
333 S. State Street, #286          Promissory Note
Lake Oswego, OR 97034


PATIENT SAFETY: Presented at the 32nd Growth Stock Conference
-------------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission a slide presentation, which the Company
presented at the 23nd Annual OC Growth Stock Conference hosted by
Roth Capital Partners on March 15, 2011.  The slide presentation
is available for free at http://ResearchArchives.com/t/s?754d

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2010, showed
$12.02 million in total assets, $10.10 million in total
liabilities, and a stockholders' equity of $1.92 million.

                           *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PEEK'N PEAK: Judge Defers Hearing on Critical Issue to March 29
---------------------------------------------------------------
Ed Palattella at Erie Times-News reports that U.S. Bankruptcy
Judge Randolph Baxter granted the Peek'n Peak's request to have a
hearing on a critical issue on March 29, 2011.  According to the
report, Judge Baxter granted the request after he ruled that the
Peak had presented inadequate information in its financial
disclosure statement -- a document that details the Peak's
financial status.  The Peak, based in Findley Lake, N.Y., but
owned by a company in Chardon, Ohio, east of Cleveland, had hoped
to have its reorganization plan in place by April 13, 2011, thus
allowing the Peak to get out of bankruptcy.

Peek'n Peak Resort -- http://www.pknpk.com/-- operates a
recreational and leisure facility.  Peek'n Peak Resort
sought bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of Ohio.  The Company said it filed for Chapter
11 as its financial situation "does not seem to be improving."


PHILADELPHIA RITTENHOUSE: Owner Wants IStar Claims Subordinated
---------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the owner of 10 Rittenhouse Square sued IStar Financial Inc. last
week, contending the lender intended to use its position to take
control of the project while squeezing out the owner and the
mezzanine lender.

According to the report, the owner was scheduled to face a hearing
March 17 where IStar wants the bankruptcy judge in Philadelphia to
dismiss the case or deny the use of cash from sales or rentals of
units.  IStar, owed $205 million, contends the project won't sell
out for enough to pay off its loan in full. The owner claims
otherwise and filed a plan to pay IStar over time.

Mr. Rochelle relates that last week's complaint alleges that IStar
concealed and lied about its own declining financial condition
when making loans on the project.  IStar is accused in the
complaint of interfering in management to the extent that as much
as $20 million in sales were lost.  The owner seeks to have
IStar's secured claim subordinated to the interests and claims of
unsecured creditors and the owner.

                  About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition on Dec. 30, 2010 (Bankr.
E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PILOT TRAVEL: S&P Cuts Secured Credit Facilities Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tenn.-based Pilot Travel Center LLC to stable from
positive and affirmed the 'BB' corporate credit rating.

"At the same time, we lowered the issue-level rating on the
company's credit facilities to 'BB+' from 'BBB-' and revised the
recovery rating to '2' from '1'.  The '2' recovery rating
indicates our expectation of substantial recovery (albeit at the
low end of the 70%-90% range) in the event of a payment default,"
S&P said.

"The ratings reflect our expectation that rising oil prices in
2011 will contract fuel margins, which we forecast to drop to 11
cents from 12.8 cents the previous year," said Standard & Poor's
credit analyst Andy Sookram.

"The outlook revision reflects our assessment that credit metrics
will not improve enough to support a higher rating during the
outlook period as previously envisioned," continued Mr. Sookram.
Rather, we now expect them to remain in line with the 'BB' rating
because of the impact of higher debt.


PJ FINANCE: Encounters Opposition to Cash Use
---------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
PJ Finance Co. LLC and six affiliates are facing opposition from
the secured lender on the use of rental income.  Torchlight Loan
Services LLC, the special servicer for mortgage-backed securities
including $475 million in mortgages on the properties, opposes
allowing the use of rental income that's part of its collateral.
Torchlight said it's not being offered any protection for the use
of its collateral because it already has liens on everything.  It
said the owner has admitted the property is worth $200 million
less than the debt.  The lender also said a better property
manager could be retained at a lower cost.  Torchlight alleged
that changing property managers was a violation of its loan
agreement.

The Troubled Company Reporter previously reported that PJ Finance
Company had obtained an order authorizing the use of cash
collateral until March 19, 2011.

A hearing on further access to cash collateral was scheduled for
March 17.

In November 2006, Alliance PJRT Limited Partnership and Alliance
PJWE Limited Partnerships entered into an amended and restated
loan agreement with Column Financial Inc., as originating lender,
whereby the Originating Lender agreed to make a loan to the
Partnerships in the principal amount of $475 million with a
Nov. 11, 2016 maturity date.  In May 2007, the Originating Lender
sold the prepetition loan documents to Credit Suisse First Boston
Mortgage Securities Corp.  Pursuant to that certain pooling and
servicing agreement dated May 1, 2007, Credit Suisse contributed
the prepetition loan documents to a trust.  Under that agreement,
Bank of America, N.A., acts as successor trustee; Wachovia Bank,
N.A., acts as the master servicer; and Torchlight Loan Services,
LLC, acts as special servicer.  The loan is secured by mortgages
and deeds of trust encumbering all of the properties in favor of
the Trustee.  The Partnerships are currently indebted on the loan
in the amount of $475 million plus accrued and unpaid interest,
costs and fees.

In its request for access to cash collateral, the Debtor said that
in exchange for the use of cash collateral, the Trustee and
Special Servicer, will be granted replacement liens and
superpriority administrative expense claim against each Debtor.
The adequate protection senior lies and adequate protection senior
claim will secure the payment of the adequate protection senior
obligations in an amount equal to any diminution in the value of
the Trustee's and Special Servicer's interests in the prepetition
collateral from and after the Petition Date.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance filed for Chapter 11 bankruptcy protection on March 7,
2011 (Bankr. D. Del. Case No. 11-10688).

Affiliates PJ Holding Company Manager, LLC (Bankr. D. Del. Case
No. 11-10692); PJ Holding Company, LLC (Bankr. D. Del. Case No.
11-10693); Alliance PJRT GP, Inc. (Bankr. D. Del. Case No.
11-10695); Alliance PJWE GP, L.L.C. (Bankr. D. Del. Case No.
11-10697); Alliance PJRT Limited Partnership (Bankr. D. Del. Case
No. 11-10699); and Alliance PJWE Limited Partnership (Bankr. D.
Del. Case No. 11-10700) filed separate Chapter 11 petitions.  The
cases are jointly administered with PJ Finance Company as the lead
case.

Michelle E. Marino, Esq., and Stuart M. Brown, Esq., and Edwards
Angell Palmer & Dodge, LLP, serve as the Debtors' local bankruptcy
counsel.  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at DLA Piper LLP (US), serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, is the Debtors' claims
and notice agent.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ said it has a commitment for Gaia Real Estate Investments LLC
to invest $42 million and serve as the foundation for a
reorganization plan.


PRECISION OPTICS: Maturity of 10% Sr. Notes Extended to April 1
---------------------------------------------------------------
On June 25, 2008, Precision Optics Corporation, Inc., entered into
a Purchase Agreement, as amended on Dec. 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 March 11, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to April 1, 2011.  The Company believes the Investors will
continue to work with us 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 Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

                       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.


PREFERRED VOICE: Posts $55,254 Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Preferred Voice, Inc., reported a net loss of $55,254 on $6,167 of
net sales for the three months ended Dec. 31, 2010, compared with
a net income of $180,871 on $15,097 of net sales for the same
period in 2009.

As of Dec. 31, 2010, the Company reported $681,897 in total assets
and $12,472 in total liabilities, all current, and a stockholders'
equity of $669,425.  Assets totalled $1,411,151 as of Dec. 31,
2009.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://ResearchArchives.com/t/s?7547

                      About Preferred Voice

Preferred Voice, Inc., provides enhanced services to the
telecommunications industry throughout the United States and
maintains its principal offices in Dallas, Texas.

The Company's independent auditor has expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's fiscal 2010 results.  The auditor noted
that the Company has suffered significant operating losses in past
years.


PROVO CRAFT: S&P Cuts Rating to 'CCC+' on Deteriorating Liquidity
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on South Jordan, Utah-based Provo Craft & Novelty Inc. to
'CCC+' from 'B'.

"At the same time, we lowered the ratings on the company's
remaining $170 million senior secured credit facility to 'B-' from
'B+'.  The '2' recovery rating on the facility remains unchanged,"
S&P said.

"We have revised the CreditWatch listing for the corporate credit
and issue-level ratings to developing from negative.  Ratings were
initially placed on CreditWatch with negative implications on
Dec. 8, 2010, reflecting our belief that the company may not be
able to comply with its financial covenants over the near term due
to potentially weaker-than-expected operating performance and very
weak covenant cushion.  About $142 million of total senior debt
was outstanding at Provo Craft at Dec. 31, 2010," S&P said.

"The downgrade of Provo Craft reflects our belief that the company
might breach the total leverage or senior leverage ratio covenants
in the near term," said Standard & Poor's credit analyst Stephanie
Harter.  "We also anticipate a decline in operating performance
and profitability in the near term, which could further strain our
estimate of the company's already existing single-digit covenant
cushion on its total leverage and senior leverage ratio covenants.
Relatively weak economic conditions could lead to further
volatility in operating performance, resulting in a covenant
breach."


PUGET ENERGY: Moody's Upgrades Issuer Rating to 'Ba1'
-----------------------------------------------------
Moody's Investors Service has upgraded all long-term ratings of
Puget Energy, Inc., including the long-term ratings of its core
regulated electric and gas operating subsidiary, Puget Sound
Energy, Inc one notch.  At the same time Moody's have upgraded PSE
short-term commercial paper rating to P-2 from P-3.  The outlook
is stable.

Ratings upgraded include:

Puget Energy

* Issuer Rating -- to Ba1 from Ba2
* Senior secured bank facility -- to Ba1 from Ba2
* Senior Secured -- to Ba1 from Ba2

Puget Sound Energy

* Issuer rating - to Baa2 from Baa3
* Senior unsecured bank facility -- to Baa2 from Baa3
* Senior Unsecured Shelf -- to (P) Baa2 from (P) Baa3
* Senior Secured -- to A3 from Baa1
* First Mortgage Bonds -- to A3 from Baa1
* Subordinated - to Baa3 from Ba1
* Short-term commercial paper -- to P-2 from P-3

                        Ratings Rationale

The rating action is reflective of a number of considerations
including the relative stability in operations observed following
the company's purchase by a consortium of investors in February
2009, as well as the progress being made to extend the maturity
profile of the debt at the PE level that was used to help finance
the acquisition.  Prospectively, Moody's believe the utility's
capital spending will peak in 2011 resulting in a higher level of
retained cash flow in 2012.  Additionally, Moody's expect PSE will
seek authorization from the Washington Utilities and
Transportation Commission for rate increases at both the electric
and gas businesses sometime in 2011 (effective 2012), providing an
opportunity for stronger positioning at its current rating
category.

The Baa2 (senior unsecured) ratings for PSE, reflect the
relatively low risk utility operations, collaborative regulatory
relationships and recent credit supportive rate case outcomes,
efficient handling of electric and gas supply needs, acceptable
credit metrics for the rating category, and continued access to
its own committed bank credit facilities plus indirect access to
the parent's committed capital expenditure facility to supplement
internal cash flow.

At Ba1 (senior unsecured) for PE following the rating action, a
two notch differential remains between the rating of PSE and its
parent.  The difference takes into account the structural
subordination of PE debt to that of its primary cash flow
provider, PSE, but also considers the relative size of the debt
(25% of consolidated debt) resulting in weaker credit metrics, and
the relatively strong ring-fencing at PSE.  The higher leverage at
the parent is clearly observed when viewing certain year-end 2010
credit metrics.  For example, cash from operations (pre w/c) to
debt at PSE was 17% and 10% at PE; however, both metrics are in
line with their respective rating categories.

Despite the expected negative free cash flow in 2011, Moody's
believes liquidity at both entities is good.  This is based on the
existing $1.0 billion committed credit line at PE (approximately
$435 million drawn) and the combined $1.15 billion of credit lines
at PSE (approximately $507 million drawn).  Moody's expect that
the company will seek to term-out some of these borrowings in
2011.  As noted above, Moody's have also upgraded the short-term
rating to P-2.  PSE's commercial paper program is backstopped by a
committed $400 million senior unsecured working capital facility
that expires February 6, 2014.  It has same-day drawing
availability and no material adverse event language for ongoing
drawdowns.

The rating outlook is stable given that the current credit metrics
for both PE and PSE are well placed in the "Ba" and "Baa"
categories, respectively.  As such, further credit metric
strengthening would be necessary for any further positive rating
action.  However, the stable outlook also incorporates a view that
the company will be able to successfully refinance the sizable
2014 acquisition-debt maturity at PE, and skillfully carry out its
expected rate cases and capital program over the next 18 months.

Headquartered in Bellevue, Washington, Puget Energy, Inc., is an
electric utility holding company that operates through its
principal operating subsidiary Puget Sound Energy, Inc. PE
reported LTM revenue and balance sheet debt of $3.1 billion and
$4.9 billion, respectively, at December 31, 2010.


QUANTUM FUEL: Enters Into $7.7-Mil. Stock Purchase Deals
--------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc. entered into
separate Securities Purchase Agreements with certain "accredited
investors", as such term is defined in Rule 501(a) of Regulation D
under the United States Securities Act of 1933, as amended, for
the sale and purchase of approximately 1.5 million shares of the
Company's common stock and warrants to purchase additional shares
of the Company's common stock.   The aggregate purchase price to
be received by the Company is approximately $7.7 million, of which
approximately $5.7 million will be paid in cash and approximately
$2.0 million will be paid by the reduction of debt owed by the
Company to its senior secured lenders.  A full text copy of the
filing with the Securities and Exchange Commission is available
for free at http://is.gd/rbQZuC

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QUANTUM FUEL: Notifies Late Filing of Jan. 2011 Quarterly Report
----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., notified the
U.S. Securities and Exchange Commission that it is unable to
timely file its Quarterly Report on Form 10-Q for the period ended
Jan. 31, 2011, without unreasonable effort or expense because the
it needs additional time in order to complete its analysis of the
accounting treatment for certain debt modification transactions
that occurred during the quarter. The Company anticipates that it
will be able to file its Quarterly Report for the fiscal quarter
ended Jan. 31, 2011, within the time prescribed in Rule 12b-
25(b)(2)(ii).

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


RASER TECHNOLOGIES: K. Higginson Resigns as Director
----------------------------------------------------
On Feb. 11, 2011, Kraig Higginson, resigned from his position as
Class I director of Raser Technologies, Inc.  Mr. Higginson's
reason for the resignation was to allow him to concentrate his
professional efforts, full-time, on the success of VIA Motors,
Inc., a private hybrid automobile developer in which Mr. Raser has
a significant equity interest (approx. 39%).

                      About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                         *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


REDCO DEVELOPMENT: Disclosure Statement Hearing for March 24
------------------------------------------------------------
Redco Development Co. LLC has filed with the U.S. Bankruptcy Court
for the District of Oregon a Chapter 11 plan of reorganization and
a disclosure statement explaining its proposed plan.

Under the proposed plan, all creditors of Redco Development will
be paid in full.  Creditors holding secured claims will retain
their security and will be paid either monthly or when a $4
million note is paid to Redco Development.

The $4 million note due June 15, 2012, was guaranteed by Guy
Farthing and Steve Morgan, who purchased Redco Development's 25%
stake in Northgate LLC for $5 million.  It is considered the
company's most valuable asset.

Redco Development's current owner will continue to manage its
operations and use the balance remaining when the note is paid and
excess revenue to make annual payments until unsecured creditors
are paid in full, according to the plan.

                      Claims Classification

The proposed plan classified the claims against and interests in
Redco Development into 11 classes:

   * Class 1  (Priority Tax Claims and Other Priority Claims)
   * Class 2  (PremierWest)
   * Class 3  (Sterling)
   * Class 4  (Virann).
   * Class 5  (Umpqua Bank)
   * Class 6  (Bank of the Cascades)
   * Class 7  (Grant Alexander)
   * Class 8  (Clearview LLCs and R.A. Global)
   * Class 9  (Small Unsecured Creditors)
   * Class 10 (Unsecured Creditors)
   * Class 11 (Interests)

Class 1 claims will be paid in full including interest, costs,
fees and charges provided for under any agreement under which
those claims arose or are otherwise allowed by law.

The secured claim of PremierWest Bank will be paid in full the
amount of its allowed Class 2 claim as provided in the notes
executed by Redco Development.

Sterling Savings, Umpqua and Bank of the Cascades will retain
security for their loans and will receive monthly payments for
their allowed claims.  Meanwhile, Virann will retain its security
in the Northgate note and to the proceeds when the note is paid.
Its allowed Class 4 claim will be paid in full within 10 days
after Redco Development receives payment on the Northgate note.

Redco Development will transfer its stake in the Clearview LLCs
either to those companies or to R.A. Global LLC to satisfy their
allowed Class 8 claims.

Redco Development does not believe that Grant Alexander has a
valid secured claim.  However, any allowed Class 7 claim of Grant
Alexander that is deemed secured will be paid in installments,
according to the proposed plan.

Under the plan, small unsecured creditors with allowed Class 9
claims of not more than $1,500 will receive full cash payment
within two months after the plan becomes effective.  Meanwhile,
unsecured creditors with allowed Class 10 claims over $1,500 will
be paid 30 days after Redco Development receives payment on the
Northgate note.

Members of Redco Development will retain their interests in the
company but won't be entitled to distributions until all other
allowed claims have been paid.

Administrative expense claims are not classified but they will be
paid in cash on the effective date of the plan.

                    Creditors Entitled to Vote

Under the proposed plan, Class 2 is not impaired and, therefore,
is deemed to have accepted the plan.  Classes 1 and 3 through 11
are impaired and holders of those claims are entitled to vote to
accept or reject the plan.

As a condition to confirmation, each impaired class must accept
the proposed plan.  If the plan is not accepted by all of the
impaired classes, it may still be confirmed pursuant to Section
1129(b) of the Bankruptcy Code's "Cram Down" provision if the plan
has been accepted by at least one impaired class of claims,
without counting the acceptances of any insiders, and the
Bankruptcy Court determines that the plan "does not discriminate
unfairly," is "fair and equitable" with respect to each non-
accepting impaired class of claims or interests, among other
things.

The Bankruptcy Court will consider approval of the disclosure
statement at the hearing scheduled for March 24, 2011.  Following
approval of the disclosure statement, creditors entitled to vote
will be sent ballots for acceptance or rejection of the
restructuring plan.

                    Implementation of the Plan

Redco Development will collect the Northgate note and may file
legal action if necessary to collect the amount due.  The company,
however, is confident that Mr. Farthing is financially capable of
making the payment, Russ Dale, managing member of Redco
Development, said.

The company is also confident it would retain sufficient funds
from the Northgate note to pay taxes associated with the payoff of
the note.  It expects that even after deducting the funds for the
payment of taxes, it will be able to pay PremierWest, Virann, its
administrative expenses and unsecured creditors from the proceeds
of the note.

Redco Development will also continue to own and operate the McCall
Condominiums in Ashland and the Miller Building, a three-story
office building in downtown Medford.

Banks holding claims secured by the buildings will be paid from
the revenue from those properties.  Any net revenue generated from
a reduction in the interest paid to each bank will be retained for
other payments required by the restructuring plan.

Mr. Dale said that creditors entitled to vote on the restructuring
plan won't receive less than they would receive under a Chapter 7
liquidation.

"[Redco Development's] assets are not easily liquidated so there
is little prospect that a trustee in a Chapter 7 case could sell
the assets for anything close to fair market value," he said.

The Miller Building has equity but it would likely be lost in a
liquidation sale while the McCall Condominiums are currently worth
less than the debt and have not sold despite Redco Development's
efforts, according to Mr. Dale.  He also said that the note "would
be discounted severely because of collectability issues and would
likely not be sold for more than the debt secured by the note."

                About Redco Development Co., LLC

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


REITTER CORP: Files Chapter 11 Plan of Reorganization
-----------------------------------------------------
Reitter Corporation has filed with the U.S. Bankruptcy Court for
the District of Puerto Rico its Chapter 11 plan of reorganization
and a disclosure statement explaining its proposed plan.

Under the plan, Reitter proposed to make payments to its creditors
which primarily consist of:

   (i) payment of all administrative expenses on the later of the
       effective date of the plan and the date those claims become
       allowed;

  (ii) monthly payment of 100% of all allowed priority tax claims
       to be made within the sixth year of the date of assessment
       of each particular claim;

(iii) payment of 100% of all claims from holders of executory
       contracts that are being assumed by Reitter;

  (iv) payment of approximately 2.8% of allowed unsecured claims
       in 60 monthly payments to begin 30 days after the effective
       date of the plan;

Reitter will also continue to pay its secured creditor, Banco
Popular, under an agreed upon payment scheme.

The effective date of the proposed plan will be 120 days after an
order confirming the plan is final and unappealable.

                       Claims Classification

Under the proposed plan, claims against Reitter are classified
into six classes.

Class 1 consists of administrative claims. Reitter estimates that
at the time of the confirmation of its proposed plan, Class 1
administrative claims will amount to about $50,000.

Class 2 consists of secured or unsecured priority tax claims.
Each creditor will receive 100% of the allowed amount of its claim
in 60 monthly payments to be made within the sixth year of the
date of assessment of each claim.  Reitter estimates these claims
at $4,929,105.

Banco Popular's secured claim for $10,182,258, is classified as
Class 3.  It will be paid in full at a 25 year amortization rate
accruing a per annum interest rate of 5% with a balloon payment of
the outstanding balance on April 30, 2014.  The bank will retain
unaltered its first mortgage on Reitter's realty and its lien over
almost all of Reitter's assets.

Class 4 consists of claims of unsecured creditors whose executory
contracts will be assumed by Reitter.  The claims total
approximately $153,943.

Class 5 consists of claims by unsecured creditors with no
executory contracts with Reitter.  The claims total approximately
$4,277,465.  Creditors will be paid approximately 2.8% of their
allowed claims in 60 monthly payments beginning 30 days after the
effective date of the plan.

Meanwhile, interest of holders of issued and outstanding common
share is classified as Class 6.  These holders will retain their
interest pursuant to the proposed plan.

Classes 1 and 6 are unimpaired, and, therefore, are deemed to have
accepted the plan.  Classes 2 to 5 are impaired and holders of
those claims are entitled to vote to accept or reject the plan.

Reitter President Jorge Valdesuso Hernandez said the proposed
treatment of impaired classes under the restructuring plan exceeds
any potential recovery through liquidation.  He also said that the
plan is confirmable based on its financial projections, which will
prevent the loss of over 300 jobs and will result in the creation
of additional jobs in Puerto Rico.

The plan will be funded from the operating margin being generated
by the ongoing operation, according to Mr. Hernandez.

After confirmation of the plan, Reitter's current management will
remain in place.  It will continue to operate as a domestic
corporation engaged to provide medical services upon emergence
from bankruptcy.

                     About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug. 6, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed US$20,440,765 in total assets and US$17,250,033
in total debts.


REITTER CORP: Court Allows Use of Cash Collateral Until March 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico approved
a stipulation among Reitter Corporation, Banco Popular de Puerto
Rico and the Internal Revenue Service, which allows the interim
use of cash collateral until March 30, 2011.

San Juan, Puerto Rico-based Reitter Corporation filed for Chapter
11 protection (Bankr. D. P.R. Case No. 10-07152) on Aug. 6, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed US$20,440,765 in total assets and US$17,250,033
in total debts.


RHI ENTERTAINMENT: Seeks Plan Exclusivity Extension
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
RHI Entertainment Inc. filed a motion out of an "abundance of
caution" to extend the exclusive right to propose a Chapter 11
plan should the bankruptcy court fail to approve the
reorganization at a hearing set for March 29.  If confirmation
doesn't occur at the end of the month, RHI wants exclusivity
extended to June 8 from April 8.

RHI filed for Chapter 11 with a prepackaged Chapter 11 plan.
According to Mr. Rochelle, RHI had been scheduled to confirm the
plan last month.  The hearing was postponed for more discussion
with the principal lenders.

The Prepackaged Plan provides that, on its Effective Date, (a) the
First Lien Lenders will receive (i) $300 million of New Term Loan
Obligations and (ii) roughly 99% of the New Common Stock (subject
to dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16536) on
Dec. 10, 2010.  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serve as the Debtors' bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts in its chapter 11 petition.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No.
10-16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No.
10-16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y.
Case No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.

Logan & Company, Inc., serves as the Debtors' claims and noticing
agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.


RHI ENTERTAINMENT: Court OKs Work Letters with J.P. Morgan
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
RHI Entertainment's motion seeking approval to enter into and
perform under certain work letters with J.P. Morgan Chase Bank,
J.P. Morgan Securities, JPMCB, Riva Ridge Capital Management, and
Caspian Capital regarding two proposed exit facilities.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.

RHI and its affiliates filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Lead Case No. 10-16536) on Dec. 10, 2010.  D.J.
Baker, Esq., Rosalie Walker Gray, Esq., Keith A. Simon, Esq., Adam
S. Ravin, Esq., and Jude Gorman, Esq., at Latham & Watkins LLP,
serve as the Debtors' bankruptcy counsel.  Logan & Company, Inc.,
serves as the Debtors' claims and noticing agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

The Debtors disclosed $524,722,000 in total assets and
$834,094,000 as of the Chapter 11 filing.


RHI ENTERTAINMENT: Wants Plan Exclusivity Until Aug. 8
------------------------------------------------------
RHI Entertainment Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusive periods to (i) file a Chapter 11 plan of
reorganization until June 10, 2011, and (ii) solicit acceptances
of that plan until Aug. 8, 2011.

A hearing is set for March 29, 2011 at 2:00 p.m. (Eastern Time),
to consider approval of the extension request.  Objections, if
any, must be filed no later than 5:00 p.m., on March 22, 2011.

The Debtors notes that they submitted this extension request
solely out of an abundance of caution.  Debtors' present deadlines
by which they must file a plan of reorganization and solicit
acceptances thereon are April 9, 2011 and June 8, 2011.

                     Plan Modification Filed

BankruptcyData.com reports that RHI Entertainment filed with the
U.S. Bankruptcy Court first modifications to its Joint Prepackaged
Chapter 11 Plan of Reorganization. According to the Debtors, "The
modifications to the Plan set forth in the Plan Modification
generally fall within the following categories: (a) the creation
of a new Exit Term Credit Facility in the amount of $15 million,
to be provided by certain of the First Lien Lenders, which will be
secured by second priority liens on the Debtors' assets, junior to
the first priority liens securing the Exit Revolving Credit
Facility and senior to the third priority liens securing the New
Term Loan Obligations; (b) the grant of 25.5% of the New Common
Stock to be issued under the Plan to the lenders under the Exit
Term Credit Facility, reducing the amount of equity that would
have otherwise gone to the First Lien Lenders on account of their
Existing First Lien Claims, but not affecting the grants of equity
to the Second Lien Lenders with respect to their Existing Second
Lien Claims; (c) changes to corporate governance and equity
ownership provisions reflecting the grant of New Common Stock to
the lenders under the Exit Term Credit Facility and the rights
sought by such lenders in consideration of the additional
financing; (d) changes to certain covenants in the Exit Revolving
Credit Facility, to provide necessary financial cushion and
operational flexibility; (e) changes to the interest rate,
amortization and lien priority provisions governing the New Term
Loan Obligations, to be evidenced by the New Third Lien Term Loan
Facility, as well as corresponding covenant changes to provide
necessary financial cushion and operational flexibility; (f)
changes to the New Management Incentive Plan, and in particular
the grant of equity rights therein, to provide that 4.5% of the
New Common Stock issuable to management thereunder may be
forfeited to the lenders under the Exit Term Credit Facility if
certain performance targets are not achieved; (g) the grant of
additional rights under the Plan to the lenders under the Exit
Term Credit Facility, including rights to consent to condition
precedent requirements and to waive such requirements, and rights
to exculpation (which were correspondingly granted to the lenders
under the Exit Revolving Credit Facility); and (h) a host of other
changes that resulted from the process of drafting the various
implementing documents and focusing on the detail of the
negotiated understandings among the parties." The Company also
filed a Plan Supplement to its Chapter 11 Plan.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.

RHI and its affiliates filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Lead Case No. 10-16536) on Dec. 10, 2010.  D.J.
Baker, Esq., Rosalie Walker Gray, Esq., Keith A. Simon, Esq., Adam
S. Ravin, Esq., and Jude Gorman, Esq., at Latham & Watkins LLP,
serve as the Debtors' bankruptcy counsel.  Logan & Company, Inc.,
serves as the Debtors' claims and noticing agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

The Debtors disclosed $524,722,000 in total assets and
$834,094,000 as of the Chapter 11 filing.


RHI ENTERTAINMENT: Wants Until July 11 to Decide on Leases
----------------------------------------------------------
RHI Entertainment Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
extend the deadline to assume or reject unexpired leases of non-
residential real property through and including the earlier of
July 11, 2011, and (b) the effective date of a plan confirmed in
these Chapter 11 cases.

A hearing is set for March 29, 2011 at 2:00 p.m. (Eastern Time),
to consider approval of the extension request.  Objections, if
any, must be filed no later than 5:00 p.m., on March 22, 2011.

According to  the Debtors, while they anticipate that they will be
able to assume their unexpired leases of nonresidential real
property prior to the assumption/rejection deadline, the Debtors
believe that cause exists to grant the limited extension of the
assumption/rejection deadline requested herein.  Since the
Petition Date, the Debtors have been focused on other matters of
more immediate importance to these Chapter 11 Cases, such as the
stabilization of their business and the obtaining of financing to
fund their emergence from bankruptcy protection.

Additionally, the Debtors have been working to satisfy certain
conditions in the Plan necessary to allow it to proceed to
confirmation on a consensual basis.  Notably, the Debtors
have devoted significant time and attention to their efforts to
achieve settlements with various other creditors that hold
significant claims against the Debtors, including MAT Movies &
Television Productions GmbH & Co. Project IV KG, Hallmark
Entertainment Holdings, Inc., U.S. Bank National Association,
Powercorp International Limited and Powercorp International
Holdings.

The leases are nevertheless important assets of the Debtors, and
the Debtors have continued to meet their obligations with respect
to these Leases in full during these Chapter 11 Cases.  Although
it is likely that the Debtors will be able to assume the Leases
pursuant to the Plan prior to the assumption/rejection deadline,
such an outcome is not a certainty and, thus, the Debtors believe
that it is prudent, out of an abundance of caution, to request the
ninety-day extension of the assumption/rejection deadline by this
motion.

                     About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.

RHI and its affiliates filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Lead Case No. 10-16536) on Dec. 10, 2010.  D.J.
Baker, Esq., Rosalie Walker Gray, Esq., Keith A. Simon, Esq., Adam
S. Ravin, Esq., and Jude Gorman, Esq., at Latham & Watkins LLP,
serve as the Debtors' bankruptcy counsel.  Logan & Company, Inc.,
serves as the Debtors' claims and noticing agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

The Debtors disclosed $524,722,000 in total assets and
$834,094,000 as of the Chapter 11 filing.


RIVER ROCK: Moody's Junks Corporate Family Rating From 'B2'
-----------------------------------------------------------
Moody's Investors Service downgraded River Rock Entertainment
Authority's Corporate Family Rating and Probability of Default
Rating to Caa1 from B2, and the rating on the $200 million senior
notes due 2011 to Caa1 from B2.  All ratings are kept under review
for further possible downgrade.

Ratings lowered and kept on review for further possible downgrade:

* Corporate Family Rating -- to Caa1 from B2

* Probability of Default Rating -- to Caa1 from B2

* $200 million senior notes due November 2011 -- to Caa1 (LGD 4,
  50%) from B2 (LGD 4, 50%)

The downgrade of CFR to Caa1 reflects the significant refinancing
risk stemming from upcoming maturity of RREA's $200 million senior
notes on November 1, 2011 and lack of evidence that the Authority
has made meaningful progress in addressing the maturity since its
ratings were initially placed under review for possible downgrade
in October 2010.  The lower ratings also incorporate several other
factors that Moody's believe could complicate the refinancing
process or could impede the Authority's ability to refinance
timely or on economical terms.  These factors include the near-
term potential needs to support other sizeable financial
obligations and commitments at the Tribe -- the owner of the
Casino, in particular the construction of an emergency access road
required by the Memorandum of Agreement between the Sonoma County
and the Tribe, as well as the refinancing of material amount of
indebtedness issued by the Tribe.  Additionally, the Caa1 rating
recognizes the rising competitive pressure and potential adverse
impact on River Rock's casino future operating performance.

The review for possible downgrade considers that, while the
completion of refinancing in the near term remains possible and
RREA's operating performance has been relatively stable, the
political elements that are part of the tribe's decision making
process combined with other above mentioned complicating factors
could result in further delay in the refinancing, and likely
higher borrowing cost or default risk.  Ratings could be
downgraded further if the Authority fails to act on the
refinancing plan in the near term.

River Rock is an unincorporated governmental instrumentality of
the Dry Creek Rancheria Band of Pomo Indians, a federally
recognized Indian tribe with 947 enrolled members and an
approximately 75-acre reservation in Sonoma County, California.
River Rock was formed in 2003 to own and operate the River Rock
Casino, which reported approximately $128 million in net revenues
for the last twelve-month period ended September 30, 2010.


ROCK & REPUBLIC: Seeks to Hire Marcum LLP as Accountants
--------------------------------------------------------
Rock & Republic Enterprises, Inc., and Triple R. Inc., ask Judge
Arthur J. Gonzalez to bless their employment of Marcum LLP to
provide accounting and consulting services.

Marcum's principal, Lester Raikow, CPA, CIRA, leads the
engagement.  The firm may be reached at:

          MARCUM LLP
          2049 Century Park East, Suite 400
          Los Angeles, CA 90067

Marcum has not been, and will not be, paid a retainer.  The firm
will be paid on an hourly basis at these rates:

         Partner                   $350 - $450
         Directors                 $325 - $350
         Managers                  $260 - $325
         Sr. Associates            $215 - $250
         Associates                $160 - $195
         Accounting Assistants      $80 - $160

Mr. Raikow's hourly rate is $450.

Mr. Raikow attests that Marcum does not hold or represent any
interest adverse to the Debtors' estates, and Marcum is a
"disinterested person" as that phrase is defined in Sec. 101(14)
of the Bankruptcy Code.

                      About Rock & Republic

Rock & Republic Enterprises, Inc., is a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, is the Company's special
corporate counsel.  The Company estimated $50 million to $100
million in assets, and $10 million to $50 million in liabilities.
Donlin Recano serves as claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by:

          Robert M. Hirsh, Esq.
          ARENT FOX LLP
          1675 Broadway
          New York, NY 10019
          Tel: 212-484-3900
          Fax: 212-484-3990
          E-mail: hirsh.robert@arentfox.com

               - and -

          Schuyler G. Carroll, Esq.
          PERKINS COIE LLP
          30 Rockefeller Plaza, 25th Floor
          New York, NY 10112
          Tel: (212) 262-6905
          Fax: (212) 977-1636
          E-mail: scarroll@perkinscoie.com


ROCK & REPUBLIC: Confirmation Hearing, Sale Approval on March 23
----------------------------------------------------------------
Rock & Republic Enterprises, Inc., and Triple R, Inc., will return
to the Bankruptcy Court on March 23, 2011, at 9:30 a.m., to seek
confirmation of their bankruptcy-exit plan.

On Dec. 17, the Debtors, the official committee of unsecured
creditors appointed in their cases, Rock Holdings, Inc., Global
Domination Enterprises, Inc., Brick & Mortar, Inc., their founder
and CEO Michael Ball, and VF Corporation entered into an agreement
for the sale of all of the Debtors' intellectual property rights
and all right, title and interest of certain of the Debtors'
affiliates to NewCo, an entity wholly owned by VF, for total cash
consideration of roughly $57 million.

On Dec. 20, the Committee, the Debtors and VF filed a plan and
disclosure statement with the Court.  The Plan contemplates and is
predicated upon the sale transaction.  The Plan provides for the
transferring of a portion of the total sale consideration paid
under the Sale Transaction and all property of the estate to a
liquidating trust that will be administered by a liquidating trust
administrator.  The remainder of the Sale Consideration, the
amount to be determined jointly by the Debtors and the Committee,
will be paid to the Debtors for the purpose of satisfying certain
allowed claims.

On Jan. 28, the Court entered an order establishing Plan
solicitation and voting procedures, scheduling a confirmation
hearing, and establishing notice and objection procedures for
confirmation of the Plan.

The closing on the Sale Transaction is anticipated to occur
shortly after the confirmation order becomes a final order.

                      About Rock & Republic

Rock & Republic Enterprises, Inc., is a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, is the Company's special
corporate counsel.  The Company estimated $50 million to $100
million in assets, and $10 million to $50 million in liabilities.
Donlin Recano serves as claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.


ROTHSTEIN ROSENFELDT: Trustee Reaches Deal with Rothstein Wife
--------------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
progress was made in the Chapter 11 case of Ponzi schemer Scott
Rothstein's former law firm, including a proposed settlement with
his wife, Kimberly Rothstein, and a fine for contempt of court
with a California-based software company.

The Business Journal recounts that the bankruptcy trustee for
Rothstein Rosenfeldt Adler sued Kim Rothstein on March 10, 2010.
A settlement "in principle" was announced on March 7, 2011.  The
suit alleged Kim Rothstein spent $1.3 million of law firm money
for expenses that did not benefit the firm.  Kim Rothstein has
filed motions refuting the bankruptcy claims.

U.S. Bankruptcy Judge Raymond Ray fined software firm Qtask
$400,000, according to the report.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUTHERFORD CONSTRUCTION: Case Summary & Creditors List
------------------------------------------------------
Debtor: Rutherford Construction, Inc.
        P.O. Box 969
        Fishersville, VA 22939

Bankruptcy Case No.: 11-50346

Chapter 11 Petition Date: March 15, 2011

Court: U.S. Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: George I. Vogel, II, Esq.
                  VOGEL & CROMWELL
                  P.O. Box 18188
                  Roanoke, VA 24014
                  Tel: (540) 982-1220
                  E-mail: gvogel@vogelandcromwell.com

Scheduled Assets: $10,667,204

Scheduled Debts: $15,282,384

The petition was signed by Allen Troy Rutherford, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Old Dominion National Bank         Guaranty             $3,482,000
4916 Plank Road
North Garden, VA 22959

Franklin Federal Savings           26 duplex lots       $2,080,000
P O Box 5310
Glen Allen, VA 23058-5310

Virginia Community Bank            Second Lien            $260,000
P.O. Box 888
Louisa, VA 23093

Hamrick Engineering                Services Rendered      $219,000

Schroers Plumbing Inc              Plumbing Services      $216,625

Valley Building Supply Inc         Trade Vendor           $132,606

American Bureau of Collections     Collection Account      $71,836

Carter Machinery Company Inc       Equipment               $55,582

FMSI                               Trade Vendor            $25,969

CMC Supply Co                      Trade Vendor            $21,727

Staunton Lime Company              Trade Vendor            $19,200

Fertig Cabinet Company Inc         Trade Vendor            $17,750

HUB International                  Trade Vendor            $14,892

Americast Inc                      Trade Vendor            $13,536

Lowes                              Credit Account           $4,033

Sears Commercial One               Credit Account           $3,931

D M Conner                         Trade Vendor             $3,838

Teaverton Property Owners Assoc.   POA Dues                 $3,200

Erie Insurance                     Insurance Services       $2,700

Augusta County Service Authority   Utility Service          $2,677


S&E TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: S&E Transportation, LLC
        26224 Enterprise Court
        Lake Forest, CA 92630

Bankruptcy Case No.: 11-13659

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert C. Briseno, Esq.
                  SNELL & WILMER LLP
                  600 Anton Boulevard, Suite 1400
                  Costa Mesa, CA 92626-7689
                  Tel: (714) 427-7441
                  Fax: (714) 427-7799
                  E-mail: rbriseno@swlaw.com

Scheduled Assets: $449,936

Scheduled Debts: $2,568,853

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-13659.pdf

The petition was signed by Eric C. Carden, vice president.


S.A.M. GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: S.A.M. Graphics, Inc.
          dba Millenium Graphics
              School Photo Marketing
        35 Vanderburg Road
        Marlboro, NJ 07746

Bankruptcy Case No.: 11-17642

Chapter 11 Petition Date: March 15, 2011

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH, ET AL.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Scheduled Assets: $3,755,135

Scheduled Debts: $6,777,756

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-17642.pdf

The petition was signed by Robert Klepner, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Fundraising Solutions 2, Inc.         11-17644
Fundraising Solutions, Inc.           11-17647


SARAH G'S: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sarah G's Holdings, LLC
        P.O. Box 730669
        Ormond Beach, FL 32173

Bankruptcy Case No.: 11-03598

Chapter 11 Petition Date: March 15, 2011

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

Debtor's Counsel: Richard Martin Nazareth, II, Esq.
                  THE NAZARETH LAW FIRM PA
                  625 East Colonial Drive
                  Orlando, FL 32803
                  Tel: (407) 722-7288
                  Fax: (866) 449-8042
                  E-mail: richard@nazarethlegal.com

Scheduled Assets: $1,394,288

Scheduled Debts: $7,032,790

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-03598.pdf

The petition was signed by Anthony M. Bailey, managing member.


SEQUENOM INC: Sr. VP Welch Does Not Own Any Securities
------------------------------------------------------
WILLIAM J WELCH, Sr. VP, Diagnostics, of Sequenom Inc., disclosed
in a Form 3 filing that he does beneficially own non-derivative
securities of Sequenom as of Feb. 8, 2011.  Mr. Welch has a non-
qualified stock option for 150,000 shares, exercisable at $7.7 per
share.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $174.27
million in total assets, $23.54 million in total liabilities and
$150.73 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SEQUENOM INC: Blackrock Has 8.47% Equity Stake
----------------------------------------------
Blackrock Inc. disclosed in a Schedule 13G that it beneficially
owns 7,831,085 shares of common stock of Sequenom Inc. as of
Dec. 13, 2010.  The shares represent 8.47% of the total shares
outstanding.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $174.27
million in total assets, $23.54 million in total liabilities and
$150.73 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SHEPHERD BROTHERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shepherd Brothers Timber Company, LLC
        6860 Highway 96
        Irwinton, GA 31042

Bankruptcy Case No.: 11-50838

Chapter 11 Petition Date: March 16, 2011

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.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/gamb11-50838.pdf

The petition was signed by Robbie Shepherd, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Shepherd and Young Construction, LLC  10-50368            02/08/10


SIXTH AVENUE: Sued by GE Commercial for Loan Default
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Sixth Avenue Electronics City Inc., an 11-store electronics
retailer, may be forced to file under Chapter 11 to prevent the
secured lender from repossessing inventory.

According to the report, in Capital Solutions for the Home Product
Industry v. Sixth Avenue Electronics City Inc., Case No. 11-00219
(D. Del), GE Commercial Distribution Finance Corp. is alleging
that Springfield, New Jersey-based Sixth Avenue defaulted on
payments under the credit agreement secured by inventory.  GE is
owed $9.6 million while the inventory is only worth $5.5 million,
according to the complaint.  GE wants the district judge to allow
it to take possession of the inventory in the stores and
distribution centers in New York, New Jersey, Pennsylvania and
Delaware.


SOUTH PADRE: Files Schedules of Assets and Liabilities
------------------------------------------------------
South Padre Investment, LP, filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,700,000
  B. Personal Property            $2,043,370
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,557,210
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,520,402
                                 -----------      -----------
        TOTAL                    $14,743,370       $9,077,613

Glendale, California-based South Padre Investment, LP fdba South
Padre Investment, Inc. filed for Chapter 11 protection (Bankr.
S.D. Tex. Case No. 11-20056) on Jan. 29, 2011.  James S Wilkins,
Esq., at Willis & Wilkins represents the Debtor.


SOUTHWEST GEORGIA: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Southwest Georgia Ethanol LLC filed with the U.S. Bankruptcy Court
for the Middle District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $63,508,494
  B. Personal Property          $110,852,906
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $120,691,739
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,186,657
                                ------------     ------------
        TOTAL                   $174,361,400     $131,878,396

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?752f

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
owns and operates an ethanol production facility located on 267
acres in Mitchell County, Georgia, producing 100 million gallons
of ethanol annually.  Ethanol production operations commenced in
October 2008.  Revenue was $168.9 million for fiscal year ended
Sept. 30, 2010.  The Debtor said profitability and liquidity have
been materially reduced by unfavorable fluctuations in commodity
prices for ethanol and corn.

Southwest Georgia Ethanol sought bankruptcy protection (Bankr.
M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011.  John
Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.

Donald F. Walton, United States Trustee for Region 21, selected
three creditors to serve on an Official Committee of Unsecured
Creditors of Southwest Georgia Ethanol LLC dba Southwest Georgia
Ethanol LLC.


SPECIALTY HOLDINGS: Reaches Deal with GAAC; Document Sealed
-----------------------------------------------------------
Specialty Products Holding Corp., et al. ask the U.S. Bankruptcy
Court for the District of Delaware for authority to file under
seal a settlement agreement among parties, including Debtor
Specialty Products Holding Corp. and Great American Assurance
Company.

The Debtors are filing a separate motion for the approval of the
Settlement Agreement.  The Settlement Agreement resolves certain
pending litigation commenced by SPHC, Dryvit Systems, Inc., and
non-debtor RPM Canada against Great American regarding insurance
coverage that Great American provided to the Plaintiffs.

According to Tyler Semmelman, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Settlement Agreement contains
confidentiality provisions that require the Plaintiffs to maintain
the confidentiality of certain terms of the agreement and to file
the agreement under seal.  The confidential information contained
in the Settlement Agreement will be disclosed only to the Court
and certain parties or their counsel.

The Settlement Motion, which is filed separately, contains a
description of the principal terms of the Settlement Agreement
other than the amount of consideration to be provided by Great
American.  The Debtors will also provide a copy of the Settlement
Agreement on a confidential basis to the Official Committee of
Unsecured Creditors and the Future Claimants' Representative
pursuant to the terms of the Agreed Protective Order Governing
Confidential Information, Mr. Semmelman informs the Court.

The Debtors submit that no third party would have a compelling
reason to know the contents of the Settlement Agreement other than
to gain access to otherwise confidential information for purely
private purposes, according to Mr. Semmelman.

A hearing on the motion to file under seal is set for March 28,
2011.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company and filed for Chapter 11 bankruptcy protection on May
31, 2010 (Bankr. D. Del. Lead Case No. 10-11780), estimating its
assets and debts at $100,000,001 to $500,000,000.  The Company's
affiliate, Bondex International, Inc., filed a separate Chapter 11
petition on May 31, 2010 (Case No. 10-11779), estimating its
assets and debts at $100,000,001 to $500,000,000.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the
Debtors.  Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  Blackstone
Advisory Partners L.P. is the Debtors' financial advisor and
investment banker.

As of the Petition Date, the Debtors were defendants in over
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


SPECIALTY HOLDINGS: Reaches Deal with Marsh; Document Sealed
------------------------------------------------------------
Specialty Products Holding Corp., et al. ask the U.S. Bankruptcy
Court for the District of Delaware for authority to file under
seal a settlement agreement among parties, including Debtor
Specialty Products Holding Corp. and Marsh USA Inc.

The Debtors are also filing a separate motion to approve the
Settlement Agreement  The Settlement Agreement resolves certain
pending litigation commenced by SPHC, Dryvit Systems, Inc., and
non-debtor RPM Canada against Marsh USA regarding brokerage
services Marsh provided to the Plaintiffs.

The Settlement Agreement contains confidentiality provisions that
require the Plaintiffs to maintain the confidentiality of certain
terms of the agreement and to file the agreement under seal.
Accordingly, the Debtors also ask the Court to authorize the
filing under seal of the Settlement Agreements in accordance with
Section 107(b)(1) of the Bankruptcy Code, Bankruptcy Rule 9018,
and Local Rule 9018-1(b), so that the confidential information
contained in the agreement is disclosed only to the Court and
certain parties or their counsel.

The Debtors' counsel, Tyler Semmelman, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, asserts that key parties-
in-interest in the Debtors' bankruptcy cases will have sufficient
information to evaluate the Settlement Agreement.  The Settlement
Motion, which will be filed separately, contains a description of
the principal terms of the Settlement Agreement other than the
amount of consideration to be provided by Marsh USA, he tells the
Court.

The Debtors will also provide a copy of the Settlement Agreement
on a confidential basis to the Official Committee of Unsecured
Creditors and the Future Claimants' Representative pursuant to the
terms of the Agreed Protective Order Governing Confidential
Information, Mr. Semmelman says.

A hearing on the motion to file under seal is set for March 28,
2011.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company and filed for Chapter 11 bankruptcy protection on May
31, 2010 (Bankr. D. Del. Lead Case No. 10-11780), estimating its
assets and debts at $100,000,001 to $500,000,000.  The Company's
affiliate, Bondex International, Inc., filed a separate Chapter 11
petition on May 31, 2010 (Case No. 10-11779), estimating its
assets and debts at $100,000,001 to $500,000,000.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel to the
Debtors.  Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  Blackstone
Advisory Partners L.P. is the Debtors' financial advisor and
investment banker.

As of the Petition Date, the Debtors were defendants in over
10,000 pending asbestos-related bodily injury lawsuits.  A
significant portion of these lawsuits involve mesothelioma claims.

Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as
counsel to the Committee of Asbestos Personal Injury Claimants.


STANADYNE CORPORATION: Director Resigns From Post
-------------------------------------------------
Chris Lacovara resigned from his positions as a director of
Stanadyne Holdings, Inc. and all of its related subsidiaries or
affiliates, including Stanadyne Corporation.  Mr. Lacovara's
resignation was not a result of any disagreement with Holdings,
Stanadyne or Holdings' or Stanadyne's Board of Directors.

Effective February 14, 2011, Evan Wildstein was elected as a
director of Holdings and Stanadyne to fill the vacancies created
by the resignation of Mr. Lacovara.  Holdings' is a party to the
KSTA Holdings Stockholders Agreement, dated August 6, 2004.
Pursuant to the KSTA Holdings Stockholders Agreement, Kohlberg &
Company, L.L.C. has the right to elect the directors of Holdings.
All of the directors of Holdings also serve as directors of
Stanadyne.

                    About Stanadyne Corporation

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended September 30, 2010 were
$240 million.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Moody's Investors Service confirmed Stanadyne Holdings, Inc.'s
Caa1 Corporate Family Rating and revised the rating outlook to
stable.


TEMPUS RESORTS: U.S. Trustee Appoints Creditors Committee
---------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, has appointed three
creditors to serve on the committee of creditors holding unsecured
claims in the Chapter 11 case of Tempus Resorts International,
Ltd., filed in the U.S. Bankruptcy Court for the Middle District
of Florida, Orlando Division.

     * Toho Water Authority
       c/o Brian L. Wheeler, Executive Director
       101 North Church Street
       Kissimmee, FL 34741
       Tel. No.: 407-944-5131
       Fax No. : 407-343-4371
       E-mail  : bwheeler@tohowater.com

     * Euro Print, Inc.
       c/o Scott Johnson, President
       620 Douglas Avenue, Ste. 1308
       Altamonte Springs, FL 32714
       Tel. No.: 407-869-9955
       Fax No. : 407-869-8013
       E-mail  : scottj@eurografix.com

     * McDonnell Corp. dba Resort Pool Services
       c/o Roger McDonnell, President
       1171 Mesa Verde Court
       Clermont, FL 34711
       Tel. No.: 321-689-6210
       Fax No. : 352-227-9065
       E-mail  : r.mc@hotmail.com

Additional members to the Creditors' Committee may be added.

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr.
M.D. Fla. Case No. 10-20709).  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. Estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TENET HEALTHCARE: Vanguard Group Has 5.64% Equity Stake
-------------------------------------------------------
The Vanguard Group, Inc., said in a Schedule 13G filing that it
beneficially owns 27,414,385 shares of common stock of Tenet
Healthcare Corp. as of Dec. 31, 2010.  The shares held by Vanguard
represent 5.64% of the total shares outstanding.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010, showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TENET HEALTHCARE: BlackRock Is 8.07% Equity Owner
-------------------------------------------------
BlackRock, Inc., filed a Schedule 13G disclosing that it
beneficially owns 39,201,204 shares of common stock of Tenet
Healthcare Corp as of Dec. 31, 2010.  The shares held by BlackRock
represent 8.07% of the total shares outstanding.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010 showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THORPE INSULATION: Trustee Object to Asbestos Firms' Fees Bid
-------------------------------------------------------------
Bankruptcy Law360 reports that a U.S. trustee and certain insurers
are objecting to an attempt by two asbestos plaintiffs firms to
take home at least $7 million in contribution money for their work
on the Thorpe Insulation Co. bankruptcy.

The two firms, Kazan McClain Lyons Greenwood & Harley PLC and
Brayton Purcell LLP, claim that their negotiating skills and
efforts increased the value of settlements for the Thorpe
bankruptcy, according to Law360.

                      About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.

The Debtor's schedules showed $6,499,167 in total assets, and
$52,438,167 in total liabilities.


TOUSA INC: Committee Seeks Delay on Ruling in Third Appeal
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the official creditors' committee for Tousa Inc. said the reversal
in one of three pending appeals means a loss in the main appeal
that has yet to be decided, according to a court filing this week.
A bankruptcy judge ruled that there were fraudulent transfers when
Tousa gave liens on subsidiaries' properties to bail out and
refinance a joint venture.  U.S. District Judge Alan S. Gold in
Miami reversed the bankruptcy judge and said there was no
fraudulent transfer as to the banks that were paid off with the
new loans in 2007.  Judge Gold said the Tousa companies got
adequate consideration for the liens, thus blocking any fraudulent
transfer claim.  Another Miami district judge, Adalberto Jordan,
has the main appeal dealing with whether the lenders in 2007
received fraudulent transfers when the subsidiaries gave liens on
their properties.  Judge Jordan directed the parties in his appeal
to submit supplemental briefs saying what Gold's opinion implies
for the remaining appeal.

According to Mr. Rochelle, the creditors' committee conceded that
the finding of adequate consideration means the main appeal also
would be reversed, assuming Judge Gold was correct.  The committee
urged Judge Jordan not to rule on the appeal before his court
because the creditors' panel is appealing Judge Gold's opinion to
the U.S. Court of Appeals.

The appeal remaining to be decided is Wells Fargo Bank v. Official
Unsecured Creditors' Committee of Tousa Inc., 10-60018, U.S.
District Court, Southern District of Florida (Miami).  The opinion
in March is Official Committee of Unsecured Creditors of Tousa
Inc. v. Citicorp North America Inc. (In re Tousa Inc.), 09-60589,
in the same court. The reversal in February is 3V Capital Master
Fund Ltd. v. Official Creditors' Committee of Tousa Inc. (In re
Tousa Inc.),10-60017, in the same court.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.


TRICO MARINE: Extends Date of Vessel Auction to March 28
--------------------------------------------------------
Trico Marine Services, Inc. has extended the date of its
previously scheduled auction to sell certain additional Towing and
Supply vessels, in continuation of the Company's exit from the
Towing and Supply business.  The United States Bankruptcy Court
for the District of Delaware recently issued an Order approving
the auction process for the sale of these vessels.

Trico now intends to conduct the auction on March 28, 2011 to
procure the highest and best price for the vessels, and the Court
will conduct a sales hearing on April 4, 2011 to approve the sale
of any auctioned vessel.  Previously the auction was to occur on
March 21, 2011.

The vessels Trico intends to auction currently include the Suwanee
River, Trinity River and Palma River, as well as any additional
vessels whose sales have not closed by the auction date, and those
vessels' related inventory.  The sale of the vessels will be on an
"as is, where is" basis.  The Company noted that the Elm River has
been sold and is no longer up for auction.

Upon receipt of an offer for any or all of the vessels prior to
the auction date, Trico Marine may, accept an offer and execute a
purchase agreement, subject to Court approval.  The Company may
then withdraw the vessel from consideration at the auction.

                       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,
serve as the Debtor's bankruptcy counsel.  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.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TSG INC: Court Extends Time to Decide on Leases Until April 24
--------------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has extended, at the behest of
TSG Incorporated, the time to assume or reject unexpired leases of
nonresidential real property for an additional 90 days through and
including April 24, 2011.

The Debtor previously sought and obtained an extension of time to
assume or reject leases for 90 days which expired on Jan. 24,
2011.

The Debtor said that further extension of time is necessary to
allow the Debtor to maximize the value of these assets, and allow
for the confirmation of the Debtor's plan of reorganization.  The
Debtor will assume the affected real property leases if the Plan
is confirmed.  The hearing on confirmation of the Plan is
scheduled for March 30, 2011.  The Debtor asked for more time to
decide on the leases as a precaution to the extent that theh Plan
is not confirmed to allow for maximization of the Real Property
Leases for the benefit of the Debtor's estate.

The Debtor received written consent of the Lessors to an
additional extension of time to assume or reject any Real Property
Lease through Jan. 24, 2011, and submitted that each Lessor will
consent to the subsequent extension.

Affected lessors are Harger, LLC, and Wayne and Elaine H. Vaughn.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 09-19124) on Nov. 29, 2009.  Michael Jason
Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP, serves
as the Company's bankruptcy counsel.  The Company estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


ULTIMATE ACQUISITION: US Trustee Forms 7-Member Creditor's Panel
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Ultimate Acquisition Partners LP.

The members of the Committee are:

   1) Valassis
      Attn: Hal Manoian
      One Targeting Centre
      Windsor, CT 06095
      Tel: 860-235-6336
      Fax: 860-285-6480

   2) Synnex Corporation
      Attn: Diane E. Maefs
      39 Pelham Ridge Drive
      Greenville, SC 29615
      Tel: 864-289-4223
      Fax: 510-249-5444

   3) Sony Electronics Inc.
      Attn: Alan Rubin
      1 Sony Drive
      Park Ridge, NJ 07656
      Tel: 201-930-7084
      Fax: 201-930-7782

   4) InLine Media, Inc.
      Attn: Nancy Haven
      1600 Stout Street, Suite 700
      Denver, CO 80202
      Tel: 303-893-4040
      Fax: 303-893-6718

   5) Monster, LLC
      Attn: Ajay Vadera
      455 Valley Drive
      Brisbane, CA 94005
      Tel: 415-850-0026
      Fax: 415-468-1604

   6) Klipsch Group, Inc.
      Attn: Frederick L. Farrar
      3502 Woodview Trace, Suite 200
      Indianapolis, IN 46268
      Tel: 317-860-8213
      Fax: 317-860-9190

   7) JB Hunt Transport, Inc.
      Attn: Clark Woods
      615 JB Hunt Corporate Drive
      Lowell, AR 72745
      Tel: 479-419-3504
      Fax: 479-820-1717

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


ULTIMATE ACQUISITION: Panels Taps Womble Carlyle as Co-Counsel
--------------------------------------------------------------
The Official Committee ofUnsecured Creditors of Ultimate
Acquisition Partners LP and CC Retail LLC asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Womble
Carlyle Sandridge & Rice PLLC its co-counsel.

A hearing is set for March 29, 2011, at 10:30 a.m. (Eastern) to
consider approval of Committee's request.  Objections, if any, are
due March 22, 2011, 4:00 p.m (Eastern).

The firm will:

   a) assist and advise the Committee in its discussions with the
      Debtors and other parties in interest regarding the overall
      administration of these cases;

   b) represent the Committee at hearings to be held before this
      Court and communicating with the Committee regarding the
      matters heard and the issues raised as well as the decisions
      and considerations of this Court;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   d) review and analyze pleadings, orders, schedules, and other
      documents filed and to be filed with this Court by
      interested parties in these cases; advising the Committee as
      to the necessity, propriety, and impact of the foregoing
      upon these cases; and consenting or objecting to pleadings
      or orders on behalf of the Committee, as appropriate;

   e) assist the Committee in preparing such applications,motions,
      memoranda, proposed orders, and other pleadings as may be
      required in support of positions taken by the Committee,
      including all trial preparation as may be necessary;

   f) confer with the professionals retained by the Debtors
      and other parties in interest, as well as with such other
      professionals as may be selected and employed by the
      Committee;

   g) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' professionals, as
      well as such information as may be received from
      professionals engaged by the Committee or other parties in
      interest in these cases;

   h) participate in such examinations of the Debtors and other
      witnesses as may be necessary in order to analyze and
      determine, among other things, the Debtors' assets and
      financial condition, whether the Debtors have made any
      avoidable transfers of property, or whether causes of action
      exist on behalf of the Debtors' estates;

   i) negotiate and formulate a plan of reorganization for the
      Debtors; and

   j) assist the Committee generally in performing such other
      services as may be desirable or required for the discharge
      of the Committee's duties pursuant to Section 1103 of the
      Bankruptcy Code.

The firm will charge the Debtors' estate based on the hourly rates
of its professionals:

  Attorneys                       Designations    Hourly Rates
  ---------                       ------------    ------------
  Steven K. Kortanek, Esq.        Member            $575
  Mark L. Desgrosseilliers, Esq.  Member            $450
  Matthew P. Ward, Esq.           Member            $400
  Ryan C. Cicoski, Esq.           associate         $225

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the bankruptcy
code.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


ULTIMATE ACQUISITION: Panels Taps BDO USA as Financial Advisor
--------------------------------------------------------------
The Official Committee ofUnsecured Creditors of Ultimate
Acquisition Partners LP and CC Retail LLC asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ BDO
USA LLP as its financial advisor.

A hearing is set for March 29, 2011, at 10:30 a.m. (Eastern) to
consider approval of Committee's request.  Objections, if any, are
due March 22, 2011, 4:00 p.m (Eastern).

The firm will, among other things:

   a) analyze the financial operations of the Debtors pre and
      post-petition, as necessary;

   b) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the Debtors' assets,
      critical vendor payments, retention of management and
      employee incentive and severance plans;

   c) conduct any requested financial analysis including verifying
      the material assets and liabilities of the Debtors, as
      necessary, and their values;

   d) assist the Committee in its review of monthly statements of
      operations submitted by the Debtors;

   e) perform claims analysis for the Committee;

The firm's professionals will charge the Debtors' estates based on
these hourly rates:

      Designations                 Hourly Rates
      ------------                 ------------
      Partners/Managing Directors  $475-$795
      Directors & Sr. Managers     $375-$525
      Managers                     $325-$425
      Seniors                      $200-$350
      Staff                        $150-$225

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the bankruptcy
code.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


ULTIMATE ACQUISITION: Panels Taps Cooley LLP as Lead Counsel
------------------------------------------------------------
The Official Committee ofUnsecured Creditors of Ultimate
Acquisition Partners LP and CC Retail LLC asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Cooley
LLP as its lead counsel.

A hearing is set for March 29, 2011, at 10:30 a.m. (Eastern) to
consider approval of Committee's request.  Objections, if any, are
due March 22, 2011, 4:00 p.m (Eastern).

The firm will, among other things:

   a) attend the meetings of the Committee;

   b) review financial information furnished by the Debtors to the
      Committee;

   c) negotiate the budget and the use of cash collateral;

   d) monitor the Debtors going out of business sales;

   e) review and investigate the liens of purported secured
      parties;

The firm's professionals that are part of the engagement are:

      Professionals               Designations   Hourly rates
      -------------               ------------   ------------
      Lawrence C. Gottlieb, Esq.  Partner        $955
      Alan Cohen, Esq.            Partner        $710
      Brent Weisenberg, Esq.      Associate      $600
      Alex R. Velinsky, Esq.      Associate      $375
      Rebecca Goldstein           Paralegal      $245

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the bankruptcy
code.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


UNISYS CORP: BlackRock Is 5.72% Equity Owner
--------------------------------------------
BlackRock, Inc., discloses in a Schedule 13G filing that it
beneficially owns 2,439,342 shares of common stock of Unisys Corp
as of Dec. 31, 2010.  The shares held by BlackRock represent 5.72%
of the total shares outstanding.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2010, showed $3.02 billion
in total assets, $3.95 billion in total liabilities and
a $933.80 million stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UNITED CONTINENTAL: Janus Capital Discloses 8.7% Equity
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission dated February 14, 2011, Janus Capital Management LLC
reported that it beneficially owns 27,686,345 shares of United
Continental Holdings, Inc.'s common stock, representing 8.7% of
United Continental's 322,504,594 total outstanding shares as of
Oct. 21, 2010.

As of February 15, 2011, United Continental had 328,550,825 shares
of common stock outstanding.

Janus has sole power to vote and dispose of 25,314,550 shares of
United Continental common stock.

Janus has shared power to vote and dispose of 2,371,795 shares of
United Continental common stock.

Janus disclosed that it has a direct 94.5% ownership stake in
INTECH Investment Management and a direct 77.8% ownership stake in
Perkins Investment Management LLC.  Due to this ownership
structure, holdings of Janus, Perkins and INTECH are aggregated
for purposes of the Schedule 13G/A.  Janus Capital, Perkins and
INTECH are registered investment advisers, each furnishing
investment advice to various investment companies registered under
Section 8 of the Investments Company Act of 1940 and to individual
and institutional clients.

As a result of its role as investment advisor or sub-adviser to
the Managed Portfolios, Janus may be deemed to be the
beneficial owner of 25,314,550 shares or 8% of the shares
outstanding of United Continental held by the Managed Portfolios.
However, Janus does not have the right to receive any dividends
from, or the proceeds from the sale of the securities held in the
Managed Portfolios and disclaims any ownership associated with
those rights.

As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, INTECH may be deemed to be the beneficial
owner of 2,371,795 shares or 0.7% of the shares outstanding of
United Continental common stock held by the Managed Portfolios.
However, INTECH does not have the right to receive any dividends
from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with
these rights.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Capital World Discloses 7.1% Stake
------------------------------------------------------
In a Schedule 13G, as amended, filed with the Securities and
Exchange Commission dated February 14, 2011, Capital World
Investors stated that it beneficially owns 22,785,131 shares of
United Continental Holdings, Inc., representing 7.1% of United
Continental's 322,504,594 total outstanding shares as of
Oct. 21, 2010.

As of February 15, 2011, United Continental had 328,550,825 shares
of common stock outstanding.

Capital World has sole power to vote on 17,352,413 shares of
United Continental common stock and has sole power to dispose of
22,785,131 shares of the Company's common stock.

Capital World is a division of Capital Research and Management
Company.

According to Capital World Senior Vice President Robert W.
Lovelace, the shares reported by Capital World include 780,566
shares resulting from the assumed conversion of $14,755 principal
amount of the 4.5% Convertible Senior Note due October 15, 2015,
1,784,000 shares resulting from the assumed conversion of $15,500
Principal Amount of the 6.0% Convertible Senior Note due October
15, 2029, and 2,868,082 shares resulting from the assumed
conversion of $93,600 principal amount of the 4.5% Convertible
Note due June 30, 2021.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Blackrock Reports 6% Equity Stake
-----------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission dated January 21, 2011, BlackRock, Inc. disclosed that
it beneficially owns 19,039,029 shares of United Continental
Holdings, Inc. Common Stock, representing 6% of United
Continental's 322,504,594 total outstanding shares as of
Oct. 21, 2010.

United Continental had 328,550,825 shares of common stock
outstanding as of February 15, 2011.

BlackRock has sole power to vote and dispose of the 19,039,029
shares of United Continental common stock.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED WESTERN: Clover Partners No Longer Owns Shares
-----------------------------------------------------
Clover Partners, L.P., disclosed in a Schedule 13G filing that it
no longer owns shares of common stock, par value $0.0001 per
share, of United Western Bancorp, Inc.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

As of Sept. 30, 2010, United Western Bank had around $2.05
billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.


UNITED WESTERN: Blair William Has 9.4% Equity Stake
---------------------------------------------------
Blair William & Co/Il filed a Schedule 13G, disclosing that it
United Western Bancorp Inc. as of Dec. 31, 2010.  The shares held
by Blair William represent 9.4% of the shares outstanding.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

As of Sept. 30, 2010, United Western Bank had around $2.05
billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.


URBAN WEST: Section 341(a) Meeting Scheduled for April 12
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Urban
West Rincon Developers II, LLC's creditors on April 12, 2011, at
10:30 a.m.  The meeting will be held at the San Francisco U.S.
Trustee Office, 235 Pine Street, Suite 700, San Francisco,
California 94104.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection on March 9, 2011
(Bankr. N.D. Calif. Case No. 11-30924).  Heinz Binder, Esq., and
Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $28,851,986 in total assets and $39,180,356 in
total debts.


USEC INC: BlackRock Has 5.76% Equity Stake
------------------------------------------
BlackRock, Inc., filed a Schedule 13G disclosing that it
beneficially owns 6,592,071 shares of USEC Inc. common stock as of
Dec. 31, 2010.  The shares held by BlackRock represent 5.76% of
the total shares outstanding.

                         About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion
in total assets, $2.53 billion in total liabilities, and
$1.31 billion in stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VIKING SYSTEMS: Midsummer Investment Has 13.38% Stake
-----------------------------------------------------
Midsummer Investment Ltd. disclosed that it beneficially owns
7,806,899 shares of common stock, $0.001 par value, of Viking
Systems Inc. as of Dec. 31, 2010.  The shares represent 13.38% of
the total shares outstanding of 58,344,489 as stated in the Form
10-Q/A filed on Dec. 7, 2010.

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company's balance sheet at Dec. 31, 2010, showed $4.20 million
in total assets, $2.26 million in total current liabilities and
$1.94 million in total stockholders' equity.

The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


WARNER MUSIC: Oaktree Capital Has 7.1% Equity Stake
---------------------------------------------------
Oaktree Capital I, L.P., discloses that it beneficially owns
10,933,578 shares of common stock of Warner Music Group Corp. as
of Dec. 31, 2010.  The shares represent 7.1% of the total shares
outstanding based upon 154,984,627 shares of Common Stock
outstanding as of Feb. 4, 2011, as reported by the Company in its
most recent Quarterly Report on Form 10-Q for the quarterly period
ended Dec. 31, 2010.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at Dec. 31, 2010 showed $3.60 billion
in total assets, $3.83 billion in total liabilities and $228
million in total deficit.

                          *     *     *

In February 2011, Fitch Ratings affirmed the ratings of Warner
Music Group Corp. and its subsidiaries: (WMG IDR at 'BB-'; WMG
Holdings Corp. IDR at 'BB-' and Unsecured notes at 'B'; WMG
Acquisition IDR at 'BB-', Secured notes at 'BB', and Subordinated
notes at 'B+'.  The Rating Outlook is revised to Negative from
Stable.

In February 2011, Moody's Investors Service placed on review for
possible downgrade its ratings for Warner Music, including the
company's Ba3 Corporate Family Rating, Probability of Default
Rating and individual instrument ratings.  The review was prompted
by weaker than expected operating performance which has led to
high leverage relative to the company's current credit ratings.
The weaker than expected results are highlighted by WMG's results
for its first fiscal quarter ended December 31, 2010 indicating a
14% revenue decline for the fiscal quarter compared to the same
period in the prior year.  This decrease reflects the negative
impact of industry pressures related to competition and the
transformation of music distribution from physical to digital,
both domestically and internationally.

In November 2010, S&P lowered its corporate credit rating on New
York City-based Warner Music Group Corp. to 'B+' from 'BB-'.  The
rating outlook is stable.


WASHINGTON MUTUAL: FDIC Sues Former Executives Over Collapse
------------------------------------------------------------
Tom Hals and David Clarke of Reuters and Jeff Roberts of Reuters
Legal report that the Federal Deposit Insurance Corp. sued three
former top executives at Washington Mutual Bank -- former Chief
Executive Kerry Killinger, former Chief Operating Officer Stephen
Rotella and David Schneider, former president of the company's
home loans division -- for their role in the biggest bank failure
in the nation's history, accusing them of recklessly making
billions of dollars in shoddy home loans.

Reuters notes U.S. banking regulators have authorized lawsuits
against 158 bank officials so far as they seek to recover at least
$3.6 billion in losses from bank failures related to the 2007-2009
financial crisis.

According to Reuters, the FDIC said the top Washington Mutual
executives wagered on the prospect that the bank would manage to
avoid losses on risky home loans "despite their own awareness of
the inevitable decline in the overheated housing market."  The
lawsuit accused the three, who collected $95 million in
compensation between 2005 and 2008, of gross negligence and breach
of fiduciary duty.

Reuteres relates Mr. Killinger has accused regulators of jumping
the gun in shutting down the bank and quickly selling it to
JPMorgan Chase & Co.

Reuters relates the FDIC said that in the weeks leading up to the
seizure, Messrs. Killinger and Rotella were transferring assets to
their wives to avoid creditors:

     -- Mr. Killinger transferred his ownership interest in his
        Palm Desert, California, and Shoreline, Washington, homes
        to his wife Linda; and

     -- Mr. Rotella transferred more than $1 million to his wife
        Esther after the bank failed.

Both women are defendants in the FDIC lawsuit, filed on Wednesday
in federal court in Seattle.

Washington Mutual declined to comment.  Attorneys for Killinger
and Rotella did not immediately return a call seeking comment.

The FDIC said it does not comment on specific litigation.

The case is FDIC v. Killinger et al., Case No. 2:11-cv-00459 (W.D.
Wash.).  Reuters says the FDIC is represented by:

          Bruce E. Larson, Esq.
          Walter Barton, Esq.
          Dennis Walters, Esq.
          KARR TUTTLE CAMPBELL
          1201 3rd Avenue, Suite 2900
          Seattle, Washington 98101
          Telephone: 206-223-1313
                     206-224-8027
          Facsimile: 206-682-7100
          E-mail: blarson@karrtuttle.com

               - and -

          James Rolfes, Esq.
          REED SMITH
          10 South Wacker Drive, 40th Floor
          Chicago, IL 60606-7507
          Telephone: 312-207-3872
          Facsimile: 312-207-6400
          E-mail: jrolfes@reedsmith.com

For the defendants: not immediately available.

                  About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WELSH INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Welsh Industries, Ltd.
        6 Evergreen Circle
        DeKalb, IL 60115

Bankruptcy Case No.: 11-81013

Chapter 11 Petition Date: March 15, 2011

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

Judge: Manuel Barbosa

Debtor's Counsel: Jason H. Rock, Esq.
                  BARRICK SWITZER LAW OFFICE
                  6833 Stalter Drive, First Floor
                  Rockford, IL 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758
                  E-mail: jrock@bslbv.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-81013.pdf

The petition was signed by Michael Welsh, president.


WOLVERINE TUBE: Seeks 90-day Extension of Lease Decision Deadline
-----------------------------------------------------------------
Wolverine Tube, Inc., et al. ask the U.S. Bankruptcy Court for the
District of Delaware to extend for 90 days the time period within
which they may assume or reject their unexpired leases of
nonresidential real property.

Certain of the Debtors are parties to certain unexpired leases
under which they occupy certain nonresidential premises.

The Debtors' plan of reorganization, filed on November 15, 2010,
contemplates the reorganization of the Debtors' business.  Among
other things, the Plan contemplates the assumption of the Leases
on the Effective Date, which the Debtors now expect to occur in
late April 2011, according to Simon E. Fraser, Esq., at Cozen
O'Connor, in Wilmington, Delaware.

The Debtors intend to continue to occupy the Premises in order to
conduct normal business operations and complete their
reorganization.  Consequently, the Debtors must ensure that the
Leases are not automatically rejected through operation of Section
365(d)(4) of the Bankruptcy Code on March 1, 2011.

The Debtors, however, are not yet in a position to make a
definitive decision regarding assumption of their Leases, Mr.
Fraser tells the Court.

The Debtors believe that the most prudent course of action at this
time is to request an extension of the time to assume or reject
the Leases.

A hearing on this matter is set for March 30, 2011.  The deadline
for objections is March 23, 2011.

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and $237
million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

The Debtors filed a prearranged chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.


W.R. GRACE: New Unit RS Now Identified as Verifi
------------------------------------------------
In December 2010, W. R. Grace & Co. (NYSE: GRA) purchased the
assets and associated entities of RS Solutions LLC, a privately-
owned technology company.  Grace announces that the newly-acquired
entity now operates under its new name, Verifi LLC.

The management of Verifi LLC has outlined a robust
multigenerational product development map.  This year, the company
plans to launch new platforms under the brand name Verifi(R) to
support enhanced functionality and the ability to measure and
control a wide variety of concrete properties.

"We already benefit from the deep technical knowledge and support
that Grace provides," stated Doug Groh, Director of Sales and
Marketing, Verifi LLC.  "This allows us to quickly develop and
bring to market new features on the Verifi(R) equipment designed
to increase the productivity and profitability of our ready-mix
customers.  We have a vibrant pipeline of new products coming out
this year that will help make Verifi(R) equipment an integral part
of ready-mix trucks."

                           About Grace

Grace is a leading global supplier of catalysts and other products
to petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide range
of industrial applications; sealants and coatings for food and
beverage packaging, and specialty chemicals, additives and
building materials for commercial and residential construction.
Founded in 1854, Grace has operations in over 40 countries.  For
more information, visit Grace's Web site at http://www.grace.com/

                        About Verifi LLC

Verifi LLC is a wholly-owned subsidiary of W. R. Grace & Co.-
Conn.  It manufactures targeted process control solutions for the
ready mix concrete industry, including electro-mechanical devices,
sensors and other technologies that assist concrete producers in
controlling product quality and production costs. These
technologies help to measure concrete consistency (slump) during
delivery to job sites.  More information is available at
http://www.verifitechnologies.com/

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Opens Technical Service Center in Southern India
------------------------------------------------------------
Grace Davison Discovery Sciences, a product line of W. R. Grace &
Co. (NYSE: GRA), announced the opening of a new technical service
Knowledge Centre in Southern India for customers in the
pharmaceutical and biotechnology industries.

The new facility is located in Genome Valley (close to Hyderabad),
a growing biopharmaceutical area with more than 100 biotechnology
companies and major generic pharmaceutical manufacturers.

The Knowledge Centre was opened to support Grace's customers in
the areas of laboratory separations, bulk purification, excipients
and pharmaceutical intermediates. Grace's expertise in these areas
ultimately assists pharmaceutical companies to bring potentially
life saving medications to market sooner.

"To better meet our customer demand, we are geographically
expanding where it will benefit our growing client base the most,"
said Joanne Green, Vice President and General Manager of Grace
Davison Discovery Sciences. "We continuously strive to improve our
technologies, products and services. The new facility is part of
our strategy to build on our footprint in the region and to
position for further expansion in the future."

The centre will serve as a resource for Indian customers, as well
as being an Asia Pacific support hub for the region.  In addition,
it will be a global Knowledge Centre for product development and
applications support for Grace Davison Discovery Sciences. Other
services provided will include customer training, validation and
testing for a variety of products and product demonstrations. The
new centre complements existing application laboratories in the
United States, Europe and China.

The centre is one of several recent additions to Grace's global
presence to meet a variety of customer needs. In the last seven
months, the company has opened new facilities in Chongqing, China
and Hai Duong, Vietnam, and completed the acquisition of a
manufacturing company in Wuhan, China. In addition, at the end of
2010, Grace began expansions at existing manufacturing facilities
in Sorocaba, Brazil and Kuantan, Malaysia.

Grace opened its first India office in Bangalore in the mid-
1990s.  Over the years, the company has significantly expanded its
presence on the subcontinent.  Today, Grace has sales, technical
service and manufacturing operations across the country--from New
Delhi to Bangalore and from Mumbai to Chennai--servicing customers
in the discovery sciences, packaging, refining and construction
industries.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Los Angeles Leads in Small-Business Bankruptcies
--------------------------------------------------
Although some areas in the western U.S. experienced a decline in
small business bankruptcies in 2010, filings around Los Angeles
increased almost 14%, according to a report from Equifax
Commercial Information Solutions, a unit of Equifax Inc., says
Bill Rochelle, Bloomberg News' bankruptcy columnist.

According to Mr. Rochelle, based from Equifax's report, small
business bankruptcies are declining overall.  Of the 15
metropolitan regions with the most business bankruptcies, 10 had
fewer filings in the last quarter of 2010 than in the same period
the year before, Equifax said. The largest decline was in Chicago,
where small business filings fell 30%.

Small business bankruptcies in California account for almost 20%
of the country's total, Equifax said.  Among the 15 metropolitan
areas with the most business filings, six were in California.

Small businesses are defined by Equifax as those with 100 or fewer
employees.


* Moody's Reports Decline in 'B3' Negative & Lower List
-------------------------------------------------------
The population of Moody's B3 Negative and Lower List has declined
just 6% during the last seven months while the U.S. speculative-
grade default rate has fallen by nearly half, a potential early
signal of an increase in the number of defaults, Moody's Investors
Service said in a new report.

There are 182 companies on Moody's B3 Negative and Lower List,
down from the credit crisis peak of 290 in April 2009.  The list,
which includes all U.S. non-financial companies with a
probability-of-default rating of B3 negative or lower, has been in
a range of 180 to 194 companies since August 2010.  During the
same period, the default rate has declined to 3% from 5.4%.
Moody's forecasting model predicts it will fall to 1.6% at year
end.

"This disconnect between the still-falling default rate and the
relatively stable number of companies on the B3 Negative and Lower
List suggests that even as overall U.S. corporate credit quality
improves, there is a core of companies that have avoided default
yet remain in weak condition and at an elevated risk of defaulting
eventually," said David Keisman, senior vice president at Moody's
and author of the report.

Moody's said companies have been on the list an average of 20
months.  They remain on the list because they have neither
defaulted nor been able to improve their credit quality enough to
elevate their probability-of-default ratings to at least B3
stable.  Most of the companies on the list have probability-of-
default ratings of Caa2 or lower.

"At these rating levels, the chances of getting off the list
through a rating upgrade are limited," Keisman said.
"Historically, less than 10% of Caa ratings have migrated to B3 or
higher within a year."

A reversal of the economic recovery or a return of risk aversion
in credit markets that drives up credit spreads would weigh most
heavily on companies on the B3 Negative and Lower List, whose low
ratings in many cases underscore high leverage and unfavorable
business fundamentals, Moody's said.

For now, Moody's other proprietary indicators suggest a continued
positive credit environment.  The ratio of rating upgrades to
downgrades for non-financial corporate issuers in the Americas hit
a post-crisis high of 3-to-1 in January, which also happened to be
the first month since June 2007 without a default of a Moody's-
rated corporate issuer.  The number of ratings under review for
downgrade remains well below credit-crisis highs.  Moody's
Liquidity-Stress Index has remained in the mid-single-digits for a
year, indicating that very few companies are having liquidity
problems.


* Moody's Says CMBS Loan Delinquencies Rise to 9.18% in February
----------------------------------------------------------------
The delinquency rate on loans included in US Commercial Mortgage-
Backed Securities (CMBS) conduit/fusion transactions increased 17
basis points in February to 9.18%, according to Moody's Investors
Service's Delinquency Tracker (DQT).  The performance continued a
trend of moderate increases that began in June 2010.

"As the specially serviced loan rate is 3.3% above the delinquent
loan rate, this signals that further increases in the delinquency
rate are to be expected," said Tad Philipp, Director of Commercial
Real Estate Research.

As the year goes on, Moody's expects the addition of new loans to
the Tracker to suppress the delinquency rate.  All current, the
new loans will add to the loan total, lowering the percentage that
are delinquent through what is called the "denominator effect."
During February loans totaling $4.1 billion became newly
delinquent, while previously delinquent loans totaling
approximately $3.0 billion became current, worked out, or disposed
of. In all, the total number of delinquent loans increased to
4,112 in February from 4,052 in January, and the total balance of
delinquent loans increased to $56.8 billion from $55.7 billion.

Moody's Delinquency Tracker (DQT) tracks all loans in US conduit
and fusion deals issued in 1998 or later with a current balance
greater than zero.

Looking at the five property types, the delinquency rate for
hotels fell for just the third time in two years in February.
During the month, the sector's delinquency rate fell 34 basis
points to 16.41%.  In February only 20 hotel loans totaling $333
million were newly delinquent, while over $500 million in hotel
loans became current, were worked out or disposed.

Increasing 33 basis points during February to 15.92%, the
delinquency rate of the multifamily sector is almost as high as
that of the hotel sector.  During February 68 multifamily loans
totaling $665 million became newly delinquent, while 61 loans,
totaling $447 million, became current.

The industrial sector saw the greatest gain in its delinquency
rate in February, which increased 113 basis points to end the
month at 10.26%.  A total of $399 million of industrial loans
became delinquent during the month, while $74 million in these
loans became current, were worked out or disposed.

Retail was the only property type other than hotels to record a
decline in its delinquency rate in February, as the rate dropped
two basis points to 7.25%.

Office loans remain the best performing of the five property
types, although the office loan delinquency rate grow 34 basis
points during February to 6.77%.  During the month there were
$1.37 billion of newly delinquent office loans, which led to a
$652 million net increase in the total balance of delinquent
office notes.

By region, the East saw the biggest increase in its delinquency
rate in February, as the rate rose 44 basis points during the
month to 7.16%.  Three of the four biggest newly delinquent loans
were in the East.

The increase in the delinquency rate in the Midwest closely
matched that of the United States as a whole. During the month,
the Midwest delinquency rate rose 17 basis points to 9.21%.

The South saw a marginal, four basis point increase in its
delinquency rate in February, the rate ending the month at 11.01%.
The West saw a 26 basis point drop in its delinquency rate, to
9.48%, the second decline in two months. Declines specifically in
the office and hotel delinquency rates largely led to the
improvement.

By state, Montana saw a dramatic 482 basis point climb in its
delinquency rate to 7.87%.  Moody's points out that the large
increase resulted solely from one newly delinquent loan because
Montana contributes such a small number of loans to the DQT.
Nevada continues to have a nearly 30% delinquency rate, close to
twice as high as any other state.


* Judicial Leaders Hear Concerns Over Funding
---------------------------------------------
The Judicial Conference of the United States on Tuesday received a
report on the potentially dire consequences the federal Judiciary
may face if a Fiscal Year 2011 funding measure is not soon
adopted.

In her report to the Judicial Conference, Judge Julia Smith
Gibbons, chair of the Budget Committee, addressed four specific
areas of immediate concern:

    * The possibility of a lapse in appropriations and its impact
on the courts;

    * The uncertainty over the final funding level for the courts
and the possibility of sudden and severe disruptions of service;

    * That the Judicial Branch's views will not be represented
when the other two branches discuss and negotiate the budget;

    * And the potential for having to defer payments to lawyers
appointed to represent indigent defendants under the Criminal
Justice Act.

The budgetary uncertainty comes at a time when nearly all facets
of court workload are growing, particularly bankruptcy and
probation and pretrial services.  Judge Gibbons credited the court
system's on-going commitment to cost containment for slowing the
growth in the Judiciary budget requirements.  Nevertheless, she
expressed concern that the Judiciary could face several years of
difficult budgets that may result in reductions in services.

In other matters, the Conference:

    * Encouraged all circuit judicial councils to consider
establishing "judicial wellness" committees to create programs,
policies and practices that provide a supportive environment for
the maintenance and restoration of health. Such committees also
would provide information to judges on judicial retirement issues,
including disability retirement. Similar initiatives have been
undertaken by other private, not-for-profit, and public sector
organizations.

    * Adopted a new policy governing the management of sex
offenders, calling for, among other things, specialized training
for probation and pretrial services officers who work with sex
offenders and sex offense victims, and for reduced caseloads for
such officers.

The 27-member Judicial Conference is the policy-making body for
the federal court system. The Chief Justice serves as its
presiding officer. Its other members are the chief judges of the
13 courts of appeals, a district judge from each of the 12
geographic circuits, and the chief judge of the Court of
International Trade. The Conference meets twice a year to consider
administrative and policy issues affecting the court system, and
to make recommendations to Congress concerning legislation
involving the Judicial Branch.


* FDIC Sets Up Clawback Rules for Failed Bank Executives
--------------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
on Tuesday set out guidelines for bank regulators to claw back
money from top executives at failed banks as part of a proposed
rule clarifying wind-down procedures for so-called too-big-to-fail
financial institutions.


* FDIC Releases Details on Its Liquidation Authority
----------------------------------------------------
American Bankruptcy Institute reports that the board of the
Federal Deposit Insurance Corp. is offering more details on how it
plans to treat certain creditor claims under its new authority to
liquidate failed nonbank financial institutions, including when
the FDIC will seek to claw back compensation of executives and
directors.


* TARP Created 'Too Big to Fail' Moral Hazard: Watchdog
-------------------------------------------------------
Bankruptcy Law360 reports that the Troubled Asset Relief Program
may have distorted the financial marketplace by convincing some
banks they are "too big to fail," the congressional watchdog
overseeing TARP said Wednesday in its final report.


* Moody's Outlook for State, Local Governments Remains Negative
---------------------------------------------------------------
The outlook for US states and local governments continues to be
negative for the third straight year as they face unprecedented
fiscal strains amid an only slowly improving economy, Moody's
Investors Service concludes in two new reports.

"This may be the most difficult budget season of the downturn,"
says Moody's Vice President Nick Samuels. "State and local
governments will not grow their way out of their budget gaps."

Downgrades in the municipal sector have outpaced upgrades for
eight straight quarters, and Moody's expects more downgrades among
state and local governments in 2011.  However, the rating agency
also expects that no state will default on its general obligation
debt.  At the local government level, defaults are likely to
increase modestly, but are expected to be neither widespread nor
systemic.

"Most governments face a revenue and a spending problem, not a
debt problem," Moody's Vice President Julie Beglin says. "As a
line item, debt payments are not the main pressure point for a
budget."

Debt is typically structured with level annual payments, and
annual debt costs are a relatively small portion -- 5% to 8% -- of
a state or local government's budget.

On the revenue side, states face the end of most federal stimulus
funding in June.  States relied heavily on the stimulus to balance
their budgets in the last two years, with stimulus funds
comprising 18% of state budgets in fiscal 2010 and 14% in fiscal
2011.

State revenues, primarily from income or sales taxes, have hit
bottom and are growing again, but growth will be more muted than
it has been after prior economic downturns.

States, in turn, will likely reduce aid to local governments,
which include cities, counties, and school districts.

On the spending side, states have tried to spare from budget cuts
categories such as K-12 education and Medicaid, while towns and
cities have tried to protect education, police and fire services.
But changes and reductions are becoming more likely.

Pension and retirement costs are also a growing pressure on
government budgets.  Many states are, however, already undertaking
or have proposed pension reforms.

"Many cuts have already been made," Moody's Beglin says.  "The
next set of budget decisions will be harder to make."

Moody's says that the municipalities most at risk are smaller,
weaker local governments with fewer tools at their disposal to
deal with these challenges.  Additional challenges are faced by
those that have "enterprises" associated with them -- quasi-public
projects from nursing homes to golf courses.  Such enterprises are
supposed to be self-supporting, but are susceptible to competitive
market pressures.  If they begin to fail, they can be a drain on
the government, often at a time when the government can least
afford to provide financial assistance.


* Rating Firms Downplay Risk of Widespread Municipal Defaults
-------------------------------------------------------------
American Bankruptcy Institute reports that a rating analyst
testified before the House Oversight and Government Reform
Committee yesterday that pension and retiree healthcare
liabilities present long-term pressures on states and localities'
credit quality but are not immediately impeding governments'
ability to make debt payments on their bonds.


* Allen Matkins Elects David Osias as New Managing Partner
----------------------------------------------------------
Allen Matkins Leck Gamble Mallory & Natsis LLP disclosed that
David Osias has been elected as the firm's new Managing Partner,
effective July 1, 2011.  Osias will succeed Brian Leck, who has
served as Managing Partner since the firm's founding in 1977.
Osias joined the San Diego office of Allen Matkins on July 1,
1991, and has been actively involved in firm management during his
20-year tenure.  He is the chair of both the Bankruptcy &
Creditors' Rights and the Water Resources Practice Groups, a long
time member of the Management Committee, a frequent member of the
Compensation Committee, and a member of the firm's Strategic
Planning Committee.

"David is one of our most capable and admired lawyers, and we are
all very pleased that he will add leadership of the firm as
Managing Partner to his existing client supervision
responsibilities. David's ability to rise to the top ranks of two
disparate and complex practice areas reflect his unique business
savvy and strategic approach to problem solving," said Leck.  "We
have benefitted from David's involvement in management and believe
that his new role and increased responsibility will further the
firm's success in providing clients practical advice, innovative
solutions, and valuable business opportunities."
"Brian has done a remarkable job managing the firm during its
first 34 years.  His talent was never more evident than during the
last few years when he successfully positioned the firm to grow
its market share in litigation, labor and employment,
environmental, finance and restructuring practices during the
economic downturn.  Now, with the improving economy and a rebound
in the firm's traditional strength in real estate, the
opportunities for success for our firm and, more importantly, for
our clients, have never been greater.  I look forward to helping
our clients solve problems and build their businesses through the
outstanding relationships and services we provide," said Osias.
Osias is a widely recognized authority on creditor and debtor
rights in out-of-court workouts and restructurings, federal and
state-court receiverships, and bankruptcy proceedings.  His
bankruptcy practice includes representation of debtors, creditors,
trustees, examiners, and official committees.  Osias has served as
a court-appointed examiner and expert witness in a variety of
cases.  He also represents federal equity receivers in cases filed
by the Securities and Exchange Commission throughout California,
Washington and Oregon involving billions of dollars in investor
losses.  Osias is a Fellow of the American College of Bankruptcy,
a past President of the California Bankruptcy Forum, a member of
the American Bankruptcy Institute, the Association of Insolvency
and Restructuring Advisors, the Section of Business Law of the
American Bar Association, and the mediation panel of the
Bankruptcy Court for the Southern District of California.

Osias is also an acknowledged expert in water rights and water
resource issues.  He has represented clients before state and
federal courts, the California State Water Resources Control
Board, and numerous other public agencies.  He is a co-author of a
2008 law review article on certain water right aspects of the
Colorado River, a member of the editorial board and frequent
contributor to the California Water Law & Policy Reporter, and a
past adjunct professor of water law at the University of San Diego
Law School.

Osias is an avid baseball fan, the commissioner of a fantasy
baseball league, and an aspiring fly fisherman.  He is a 1976
graduate, with honors and a bachelor of science degree, from the
University of California, Davis, and a 1979 graduate, with a juris
doctorate degree, from the University of California Berkeley
School of Law.

                        About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP, founded in 1977,
is a California-based law firm with approximately 220 attorneys in
seven offices in four major metropolitan areas of California: Los
Angeles, Orange County, San Francisco and San Diego.  The firm's
core specialties include real estate, real estate finance,
construction, land use, natural resources, environmental,
corporate and securities, intellectual property, joint ventures,
taxation, bankruptcy and creditors' rights, employment and labor
law, and dispute resolution and litigation in all these matters.
For more than 30 years, Allen Matkins has helped clients turn
opportunity and challenge into success by providing practical
advice, innovative solutions and valuable business opportunities.


* Cadwalader's Friedman Earns Spot on Law360's Lawyers to Watch
---------------------------------------------------------------
Cadwalader Wickersham & Taft LLP partner Peter Friedman played a
leading role in advising the federal government in the General
Motors Corp. and Chrysler LLC bankruptcies that helped keep the
U.S. auto giants afloat and save hundreds of thousands of jobs,
earning him a spot on Law360's list of five bankruptcy lawyers
under 40 to watch.


* Brown Rudnick's Novod Earns Spot on Law360's Lawyers to Watch
---------------------------------------------------------------
Brown Rudnick LLP partner Gordon Z. Novod has played a key role in
helping creditors achieve good returns from major bankruptcies
including those of the Tribune Co. and General Motors Corp.,
earning him a spot on Law360's list of five bankruptcy lawyers
under 40 to watch.


* After Grede, Wayzata Purchases Grupo Proeza Foundries
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Grede Holdings LLC backed by
Wayzata Investment Partners LLC and GSC Group Inc., agreed to
acquire two foundries from Mexican conglomerate Grupo Proeza.

The Southfield, Mich.-based company plans to use the proceeds from
a $175 million senior secured loan and a portion of a $90 million
revolving credit facility to pay for Grupo Proeza's casting
business and to distribute a dividend to shareholders, according
to Moody's Investors Service, according to DBR.

The report relates that the acquisition of the Mexican foundries
will cost about $70 million, and $120 million will be distributed
in a dividend, a spokesman for GSC said.

Wayzata will receive $80 million and GSC will get $40 million, he
added, the report notes.

DBR adds that Wayzata took Grede Foundries Inc. out of bankruptcy
in December 2009.

Grede Holdings LLC is a manufacturer of metal parts for the auto
industry.


* BOOK REVIEW: The Style and Management of a Pediatric Practice
---------------------------------------------------------------
Author: Leo W. Bass, M.D. and Jerome H. Wolfson, M.D.
Publisher: Beard Books
Softcover: 154 pages
Price: $34.95
Review by Henry Berry

The Style and Management of a Pediatric Practice is an essential
resource for pediatricians who have completed their medical
education and training and are about to set up a practice in this
critical area of healthcare.  The authors write from a wealth of
experience.  For many years, they had a successful joint practice
in Pittsburgh, where they also taught pediatrics and consulted for
a juvenile detention center.  Their teaching and consulting work
evidences the broader role that many pediatricians are taking in
bettering the lives of their young patients.

This broad perspective of a pediatrician's mission is reflected in
the preface to the book, in which the authors state, "We are
encouraging our patients to stay with us longer and we are
spending more time with adolescents and even young adults."
Messrs. Bass and Wolfson further note that pediatricians are
playing a more central role in healthcare in general.  Today's
pediatrician must keep pace with the latest medical issues and
topics, and be prepared to deal with expanded patient
relationships and treat a greater variety of patients.
Nonetheless, authors recognize that, "the fulcrum of any pediatric
practice is [still] the newborn baby."

As an example of the more expansive mission that pediatricians
must now be prepared for, the authors point out that, unlike in
years past, the care and treatment of older children may entail
genital exams and discussions of sexual matters.  Also, as many
readers are undoubtedly aware, contemporary pediatricians, more so
than earlier generations, must be alert to and capable of
diagnosing a variety of psychological and emotional conditions of
older children, such as attention deficit disorder and substance
abuse.  In their expanded role, pediatricians must work with
medical professionals in specialized areas such as psychology,
with teachers and others at schools, and with personnel who
provide community services for younger persons.

Messrs. Bass and Wolfson's book begins with the premise that, to
get a new practice off on the right foot, a pediatrician must
first understand the mechanics of setting up an office, which, in
turn, is inextricably bound with his or her style of practice.  In
other words, pediatricians need to recognize the interrelation
between the mechanics of the office -- that is, its arrangement or
design -- and their personality and the standard of care they
intend to provide as physicians.  Thus, the design of a small
pediatric facility implies a standard of care the pediatricians
mean to provide.  Another important consideration, which the
authors weave into the discussion, is aligning the pediatrician's
mechanics and style with what constitutes prudent business
practice.

The book is, however, more than a "how-to" on setting up a
pediatric practice.  Messrs. Bass and Wolfson never stray from
their objective of helping beginning pediatricians meet the
demands of today's world.  In doing so, the authors introduce
topics that otherwise might be overlooked by beginning
pediatricians.  For instance, on the subject of play areas, the
authors do not simply mention it as a necessary adjunct of a
pediatric office, nor do they merely include it as an item on a
checklist.  Rather, Messrs. Bass and Wolfson discuss the purpose
of the play area, its value to patients and the pediatrician, and
how it is used in the daily operations of the practice.  With
these considerations in mind, the authors advise the pediatrician
to ensure that the play area is part of the waiting room so
parents can keep an eye on their children.  This, in turn,
requires that the waiting room be especially large, not only to
include the play area, but also because "pediatric patients tend
to have lots of company -- sometimes both parents or grandparents
or friends."  An inviting play area is also important because it
will "distract the children . . . while you have a private word
with their parents."

The design of a pediatric practice must also take into account the
various medical procedures that will be performed on patients.
For example, the authors suggest that, "In examining the eye you
attempt the fundoscopic exam without touching the face . . . .  In
examination of the ears learn to stand with your eye at arm's
length from the otoscope."

Most importantly, the authors tackle the topic of delivering
healthcare to patients of diverse ages and needs.  They discuss
for example, what office behavior to expect from children of all
ages, which can even vary from month to month for patients of the
same age.  Managing a patient from registration to receiving
payment is another topic that is concisely and knowingly covered.
Style and Management of a Pediatric Practice provides a
comprehensive, concrete, informative handbook on implementing the
best medical and business practices for the smaller pediatric
practice.  The authors advocate their particular "system" and
beginning pediatricians may conclude they want to modify the
authors' advice, but they will find it unfailingly provides a good
starting point.  This work can help novice pediatricians quickly
hit the ground running without expending unnecessary time and
energy that is better used on treating patients.

Leo W. Bass, M.D., and Jerome H. Wolfson, M.D., were prominent
pediatricians in the Pittsburgh area for many years.  Besides
operating their own pediatric practice, they have consulted,
taught, and provided services for local medical facilities.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***