TCR_Public/110324.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 24, 2011, Vol. 15, No. 82

                            Headlines

21ST CENTURY: Case Summary & 20 Largest Unsecured Creditors
9401 SOUTHWEST: MidFirst Bank Sues to Get Collateral
ALABAMA AIRCRAFT: Union Challenges Bid to Cut Wages & Benefits
ALABAMA AIRCRAFT: Boeing Seeks Higher Priority for $8-Mil. Claim
ALL AMERICAN: Case Summary & 8 Largest Unsecured Creditors

ALLIED DEFENSE: Reports $24.85 Million Net Income in 2010
ANCHOR BLUE: Has Access to Cash Collateral Until April 30
ANCHOR BLUE: Court Okays Kelley Dry as Committee's Lead Counsel
ANCHOR BLUE: Court OKs Campbell as Committee's Delaware Counsel
ANCHOR BLUE: Deloitte FAS Okayed as Committee's Financial Advisor

ASNACO LLC: Case Summary & 20 Largest Unsecured Creditors
ASPIRE INTERNATIONAL: Going Concern Doubt Raised After '09 Results
AXION INTERNATIONAL: Richard Rosenblum Holds 3.9% Equity Stake
BLOCKBUSTER INC: April 21 Hearing on Exclusivity Extension Motion
BLUE HERON: Employees Expected to Get Two Months' Salary

BLUEKNIGHT ENERGY: 2 Officers Disclose Ownership of Common Units
BRIDGER COMMERCIAL: Shuts Down; To Continue Funding Mezz Programs
BUCKHANNON CVB: To Dissolve as Part of Settlement
CLEAN HARBORS: S&P Affirms 'BB' Corporate Credit Rating
CNOSSEN DAIRY: U.S. Trustee Wants Case Converted to Chapter 7

CNOSSEN DAIRY: Wants Plan Exclusivity Until March 28
COLONIAL BANCGROUP: Creditors Object to FDIC's $2.19-Bil. Claim
COMMERCIAL CAPITAL: Court Sets April 15 as Claims Bar Date
COMMERCIAL CAPITAL: Ch. 11 Trustee Has Buyer for Quaray Property
COPANO ENERGY: Moody's Assigns 'B1' Rating to $360 Mil. Notes

CORD BLOOD: Inks Warrant and Purchase Agreement With St. George
CORPORACION GEO: Fitch Upgrades Issuer Default Rating to 'BB-'
CORROZI-FOUNTAINVIEW: U.S. Trustee Wants Ch. 7 Liquidation
CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
COUDERT BROTHERS: Judge Blocks 10 Law Firms' Interlocutory Appeal

DESERT CAPITAL: Recurring Losses Cue Going Concern Doubt
DIVERSEY INC: Loan Amendment Won't Affect Fitch's Low-B Ratings
DJSP ENTERPRISES: Securities Delisted From NASDAQ Stock Market
DYNEGY INC: Three Directors Do Not Own Any Securities
EASTMAN KODAK: A. McCorvey Has 11,319 Restricted Stock Units

EASTMAN KODAK: Inks Indenture for $250-Mil. 10.625% Sr. Notes
EMIVEST AEROSPACE: March 14 Auction for All Assets Cancelled
EMIVEST AEROSPACE: Court OKs 4th Credit Agreement Amendment
ESTAD LLC: Case Summary & Largest Unsecured Creditor
FIDELITY PROPERTIES: Court Confirms Amended Chapter 11 Plan

FISHER ISLAND: Lawyers Disagree Over Next Move
FRED HILL: Court Approves Plan of Reorganization
GAMETECH INT'L: Delays Filing of Jan. 30 Quarterly Report
GENERAL MOTORS: Files Second Amended Joint Chapter Plan
GENERAL MOTORS: Has Settlement with EPA on Unsecured Claim

GENTIVA HEALTH: S&P Reinstates 'BB-' Credit Facility Ratings
GLOBAL DIVERSIFIED: Delays Filing of Jan. 31 Quarterly Report
GOLDEN EYE: Case Summary & 6 Largest Unsecured Creditors
GRIZ LEE: Case Summary & 17 Largest Unsecured Creditors
GUARANTY FINANCIAL: Files Liquidation Plan Supplement

HATHAWAY ENTERPRISES: Files Schedules of Assets and Liabilities
HAWKS PRAIRIE: Court Approves Amended Exit Plan
HOTEL LOS GATOS: In Talks Over Plan to Switch Management
IMPERIAL CAPITAL: Seeks to Expand Ernst & Young Employment Scope
IRVINE SENSORS: Sells $2MM of Senior Secured Note to Costa Brava

JAMES RIVER: Reports $78.16 Million Net Income in 2010
JAMES RIVER: Plans to Offer 6 Million Shares of Common Stock
JAMES RIVER: To Sell $125MM Convertible Notes & $250MM Sr. Notes
JAMES RIVER: S&P Raises Corporate Credit Rating to 'B'
JB BOOKSELLERS: Has Until June 9 to Decide on Unexpired Leases

JKDM, LLC: Voluntary Chapter 11 Case Summary
KEYSTONE AUTOMOTIVE: Exchange Offer Extended to March 28
KIDWELL ENTERPRISES: Voluntary Chapter 11 Case Summary
KRATOS DEFENSE: Moody's Gives Positive Outlook, Keeps 'B3' Rating
KRATOS DEFENSE: S&P Affirms 'B+' Corporate Credit Rating

LEVI STRAUSS: Fitch Downgrades Issuer Default Rating to 'B+'
LIFEMASTERS SUPPORTED: Disclosure Statement Hearing to June 30
LIMITED BRANDS: Fitch Rates $750 Mil. Senior Notes at 'BB+'
LIMITED BRANDS: Moody's Rates Senior Unsecured Notes at 'Ba1'
LIMITED BRANDS: S&P Gives Negative Outlook, Affirms 'BB+' Rating

LONE TREE: Plan Confirmation Trial Set for May 25 & 26
MAGIC BRANDS: Disclosure Statement Okayed; Plan Hearing on June 9
MARY ANN WALSH: Absolute Priority Rule Compliance Required
MFJT, LLC: Case Summary & 4 Largest Unsecured Creditors
MISSION REAL: Court OKs Plan Outline, July 6 Conf. Hearing Set

MOKENA CORP.: Case Summary & 12 Largest Unsecured Creditors
NATIONAL CINEMEDIA: S&P Raises Corporate Credit Rating to 'BB-'
NETWORK CN: Baker Tilly Raises Going Concern Doubt
NEW STREAM: Section 341(a) Meeting Set for April 18
NEW STREAM: Court Approves KCC as Claims & Notice Agent

NEWSNET LLC: Case Summary & 20 Largest Unsecured Creditors
NMT MEDICAL: Organogenesis Supply Agreement Kept Confidential
NORTEL NETWORKS: Wants to Sell 666,624 IPv4 Numbers
NOVASTAR FINANCIAL: Inks Option & Registration Pacts With CEO
PALI HOLDINGS: Former Execs. Sue Insurer for Coverage

PLY GEM HOLDINGS: Reports $27.66 Million Net Income in 2010
PUEBLO OF SANTA: Fitch Affirms 'BB+' Rating on $26 Mil. Bonds
QUIGLEY CO: To Pay $265 Million to Asbestos Claimants
QWEST COMMS: CenturyLink Deal to Cue Fitch to Up IDR From 'BB'
RAHAXI INC: Pendle Properties Owns 100MM Shares of Common Stock

RANCHER ENERGY: Closes Sale of Assets to Linc Energy
REDDY ICE: Avenir Corporation Discloses 5.7% Equity Stake
RIVIERA HOLDINGS: Posts $20.8 Million Net Loss in 2010
RQB RESORT: Wants Plan Filing Deadline Moved to April 8
SEAVIEW PLACE: Case Summary & 20 Largest Unsecured Creditors

SAHARA ENERGY: Completes Bankruptcy Proposal, Equity Debt Swap
SAI RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
SHEARER'S FOODS: S&P Downgrades Corporate Credit Rating to 'B-'
SHILO INN: Files Restructuring Plan, Disclosure Statement
SHILO INN: Wins Final Approval to Use Cash Collateral

SKILLED HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
TESORO INC: S&P Affirms 'BB+' Corporate Credit Rating
SMART-TEK SOLUTIONS: Brian Bonar Does Not Own Common Shares
ST. ANSELM EXPLORATION: SEC Sues Officers With Fraud
STILLWATER MINING: Six Officers/Directors Report Shares Ownership

T3 MOTION: Amends Form S-1 Prospectus; To Offer 2.5 Million Units
TEMPUS RESORTS: US Bancorp Objects to Chapter 11 Plan
THEATRE CLUB: Case Summary & 3 Largest Unsecured Creditors
THORNBURGH RESORT: Creditors Meeting Scheduled for April 13
TRANS-LUX CORPORATION: Sr. Subordinated Notes Delisted From NYSE

TUCSON OWLS: Case Summary & 10 Largest Unsecured Creditors
WENTWORTH ENERGY: Suspends Duty to File Reports with SEC
WESTWOOD PLAZA: Case Summary & 15 Largest Unsecured Creditors
WILLIAM LYON: Unit Amends Net Worth Covenant Under COLFIN Loan
ZANGLE INC: Files for Chapter 11 With Prepack Plan

ZUFFA LLC: Explosion Deal Won't Affect Moody's 'Ba3' Rating

* Outlook for State & Local Govts. Remains Negative, Moody's Says
* Firms With Distressed Exchanges Remain at High Risk of Default
* Loan Backed by Manhattan Retail Condo Up For Sale

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

21ST CENTURY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 21ST Century Roofing Systems, Inc.
        P.O. Box 659
        Foxboro, MA 02035

Bankruptcy Case No.: 11-12383

Chapter 11 Petition Date: March 22, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Moshe Berman, Esq.
                  FERRUCCI RUSSO P.C.
                  55 Pine Street, 4th Floor
                  Providence, RI 02903
                  Tel: (401) 455-1000
                  E-mail: mberman@frlawri.com

                  Russell D. Raskin, Esq.
                  RASKIN AND BERMAN
                  116 East Manning Street
                  Providence, RI 02906
                  Tel: (401) 421-1363
                  Fax: (401)273-6534
                  E-mail: mail@raskinberman.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/mab11-12383.pdf

The petition was signed by Mark A. Gibson.


9401 SOUTHWEST: MidFirst Bank Sues to Get Collateral
----------------------------------------------------
MidFirst Bank filed with the U.S. Bankruptcy Court for the
Southern District of Texas a complaint against 9401 Southwest
Houston LLC.

The bank relates that, on or about Dec. 23, 2005, the Debtor
executed and delivered these documents:

   * A Promissory Note in favor of MidFirst in the original
     principal amount of $20,169,000, plus interest at 5.75% per
     annum;

   * A Deed of Trust, Security Agreement, Assignment of Leases,
     Rents & Profits, and Fixture Filing; and

   * An Assignment of Leases, Rents and Profits.

According to MidFirst, the note matured on Jan. 1, 2011.  As a
result, all principal and accrued interest and other amounts
payable under the Note was due and payable on Jan. 3, as the
business day next following the maturity date.  On Jan. 3,
MidFirst provided notice of default to 9401 Southwest Houston and
gave 9401 Southwest Houston 10 days, through and until Jan. 13 to
cure such default.

The Debtor failed to remit a payment for the amount due and owing
under the note by Jan. 13.  As a result, the Debtor has defaulted
pursuant to the terms of the note.  The Deed of Trust was recorded
in the records of the County Clerk of Harris County, Texas,
MidFirst relates.

MidFirst accordingly asks the Bankruptcy Court to enter judgment,
among other things, declaring that the loan documents provide
MidFirst with an absolute assignment of rents, income, and profits
generated by the property; and that the rents, income, and profits
generated by the property are not property of the estate.

Houston, Texas-based 9401 Southwest Houston, LLC, owns a 95%
interest in an office building at 9401 Southwest Freeway, Houston,
Harris County, Texas 77074.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 11-31519) on Feb. 23, 2011.
Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


ALABAMA AIRCRAFT: Union Challenges Bid to Cut Wages & Benefits
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that union leaders representing
Alabama Aircraft Industries Inc.'s workers say the Company is
attempting to "exploit the bankruptcy process" with its proposal
to slash wages and benefits at the Birmingham aircraft-maintenance
facility, arguing that those cuts aren't crucial to the company's
emergence from bankruptcy.  Further pursuit of those cuts, the
United Auto and Aerospace Workers officials warned in court
documents, could push members to strike.

"The [union] has agreed to very significant concessions to help
the company stay afloat and competitive, and the company has soon
come back seeking even more," the union said in court documents
filed Monday, according to DBR Small Cap.  "The court should not
indulge the company's overreaching."

According to DBR Small Cap, the union said that its members have
already taken steps to help the company pursue its biggest goal in
filing for Chapter 11 protection: getting rid of its costly
pension plan.

As reported in the March 16, 2011 edition of the Troubled Company
Reporter on March 16, 2011, the Bankruptcy Court will convene a
hearing today, March 24, to consider Alabama Aircraft's motion to
terminate the existing collective bargaining agreement with the
UAW.  The TCR, citing Bill Rochelle, Bloomberg News' bankruptcy
columnist, said Alabama Aircraft indicated that 78% of its costs
stem from wages, medical benefits and the pension plan.  Without
modifications it says are necessary, "the debtors will not be able
to survive."  The company wants the bankruptcy judge to cut union
members' wages by 15%, eliminate a cost-of-living wage adjustment,
transfer union workers from the union medical plan to a separate
plan for non-union workers, and terminate the existing pension
plan.

                        About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft Industries, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.
Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.
The Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALABAMA AIRCRAFT: Boeing Seeks Higher Priority for $8-Mil. Claim
----------------------------------------------------------------
Dow Jones' DBR Small Cap reported that Boeing Co. is asking the
Bankruptcy Court to put its $8 million claim against Alabama
Aircraft Industries Inc. ahead of other major creditors.  Chicago-
based Boeing said it should be among the first in line -- before
Alabama Aircraft's main lender and the Pension Benefit Guaranty
Corp. -- to recover money from the Company's Chapter 11 case.

DBR noted that Boeing hired Alabama Aircraft to work on the U.S.
Air Force's aging fleet of refueling jets as part of a
$1.1 billion government contract.  But a handful of Alabama
Aircraft missteps -- including a rag left in one jet's fuel vent
tube -- have both cost Boeing millions of dollars and delayed work
"on a critical military aircraft in the United States war
efforts," Boeing said in court filings, according to DBR.

                        About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft Industries, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.
Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.
The Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALL AMERICAN: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: All American Management Group, Inc.
        4494 Warwick Circle
        Grand Blanc, MI 48439

Bankruptcy Case No.: 11-31352

Chapter 11 Petition Date: March 19, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman-Flint

Debtor's Counsel: Peter T. Mooney, Esq.
                  SIMEN, FIGURA & PARKER
                  5206 Gateway Centre, #200
                  Flint, MI 48507
                  Tel: (810) 235-9000
                  E-mail: pmooney@sfplaw.com

Scheduled Assets: $1,010,300

Scheduled Debts: $2,459,825

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mieb11-31352.pdf

The petition was signed by Laval Perry, member.


ALLIED DEFENSE: Reports $24.85 Million Net Income in 2010
---------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $24.85 million on $0 revenue for the nine months ended
Sept. 30, 2010.  For the year ended Dec. 31, 2009, the Company
recorded a net loss of $8.31 million on $0 of revenue based on a
going concern basis of accounting.

On a liquidation basis of accounting, the Company's balance sheet
at Dec. 31, 2010 showed $49.75 million in total assets, $4.12
million in total liabilities and $45.63 million of net assets in
liquidation.

BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for 2009.  The
independent auditors noted that the Company has suffered recurring
losses from operations.  Also, the Company has been unable to
obtain long-term and short-term financing necessary to support its
operations.  The shareholders of the Company approved a plan of
liquidation on Sept. 30, 2010.  As a result, the Company changed
its basis of accounting effective Oct. 1, 2010, from the going-
concern basis to a liquidation basis.

The Company signed, on June 24, 2010, a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59.56 million in cash and the assumption of certain
liabilities.  On Sept. 1, 2010, the Company completed the asset
sale to Chemring contemplated by the Agreement.  Chemring acquired
all of the capital stock of Mecar for $45.81 million in cash, and
separately Chemring acquired substantially all of the assets of
Mecar USA for $13.75 million in cash and the assumption by
Chemring of certain specified liabilities of Mecar USA.  A portion
of the purchase price was paid through the repayment of certain
intercompany indebtedness owed to the Company that would otherwise
have been cancelled at closing.  Approximately $15 million of the
proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  As a result, the Company changed its basis of
accounting effective Oct. 1, 2010, from the going-concern basis to
a liquidation basis.

A full-text copy of the annual report on Form 10-K is available at
http://is.gd/Vj8VL3at no charge.

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA").  Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas.  Corporate is located in
Vienna, Virginia.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.  The period of time required to resolve these
matters is expected to take in excess of one year.


ANCHOR BLUE: Has Access to Cash Collateral Until April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
final approval for Anchor Blue Holding Corp. and its debtor-
affiliate to use cash collateral until April 30, 2011, pursuant to
a budget.

Kenneth J. Enos, Esq., Young Conaway Stargatt & Taylor, LLP,
explained that the Debtors need to access cash -- constituting as
collateral for prepetition debt -- to fund their Chapter 11 case,
pay suppliers and other parties.

As of the Petition Date, Anchor Blue, Inc., as the borrower, and
Anchor Blue Holding Corp., as the guarantor, owe not less than
$3.498 million in principal for revolving loans provided by
lenders, led by PNC Bank, National Association, as agent.  The
Debtors also owe at least $16.5 million for term loans provided by
lenders lend by Ableco Finance LLC, as administrative agent and
collateral agent.  Moreover, the Debtors owe Sun Anchor Blue
Finance, LLC, not less than $3.25 million in principal under a
secured promissory note.

In exchange for the use of cash collateral, the Debtors are
granting secured parties, among other things, senior replacement
liens.  The term loan parties and the subordinated parties are
also granted allowed superpriority administrative claims with
priority over all claims.

A full-text copy of the Cash Collateral Budget is available for
free at http://ResearchArchives.com/t/s?7574

                         About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by
Eric R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia
Frost-Davies, Esq., at Bingham McCutchen LLP, in Boston,
Massachusetts, and Regina Stango Kelbon, Esq., at Blank Rome
LLP, in Philadelphia, Pennsylvania.  The prepetition second
lien lenders are represented by Thomas E. Patterson, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.
The Debtors' prepetition subordinated lender is represented by
James Stempel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois.


ANCHOR BLUE: Court Okays Kelley Dry as Committee's Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Anchor Blue
Holdings Corp. and its debtor-affiliates to retain Kelley Drye &
Warren LLP as its lead counsel, nunc pro tunc to Jan. 19, 2011.

The firm will, among other things:

  a) advise the Committee with respect to its rights, duties, and
     powers in the Debtors' cases;

  b) assist and advise the Committee in its consultation with the
     Debtors regarding the administration of the Debtors' cases;
     and

  c) assist the Committee in analyzing the claims of the Debtors'
     creditors and the Debtors' capital structure, and negotiate
     with holders of claims and equity interests.

Kelley Drye's professionals will bill the Debtors' estates at
these rates:

     Partners                  $435-$920 per hour
     Counsel                   $385-$680 per hour
     Associates                $305-$580 per hour
     Paraprofessionals         $110-$310 per hour

To the best of the Committee's knowledge, information and belief,
neither Kelley Drye nor any of its attorneys represent any
interest adverse to the Committee.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by Eric
R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia Frost-
Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts,
and Regina Stango Kelbon, Esq., at Blank Rome LLP, in
Philadelphia, Pennsylvania.  The prepetition second lien
lenders are represented by Thomas E. Patterson, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.  The
Debtors' prepetition subordinated lender is represented by James
Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ANCHOR BLUE: Court OKs Campbell as Committee's Delaware Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Anchor Blue
Holdings Corp. and its debtor-affiliates to retain Campbell &
Levine, LLC as its Delaware counsel, nunc pro tunc to Jan. 19,
2011.

As reported in the March 14, 2011 edition of the Troubled Company
Reporter, the firm has been contracted to, among other things:

  a) assist and advise the Committee in its consultations with the
     Debtors and other parties-in-interest relative to the overall
     administration of the estates;

  b) represent the Committee at hearings to be held before the
     Court and communicate with the Committee regarding the
     matters and issues raised as well as the decisions and
     considerations of the Court; and

  c) assist and advise the Committee in its examination and
     analysis of the Debtors' conduct and financial affairs.

Campbel & Levine professionals engaged in the representation of
the Committee are:

                                                   Hourly Rates
                                                   ------------
     Marla R. Eskin, Esq., Member                     $450
     Mark T. Hurford, Esq., Junior Member             $375
     Kathleen Campbell Davis, Esq., Junior Member     $375
     Aesha Chacko Bennett, Esq., Associate            $225
     Matthew Brushwood, Paralegal                     $125
     Santae Boyd, Paralegal                           $110

The Committee said it is satisfied that Campbell & Levine does not
represent any interest adverse to the Committee, and that the law
firm is a "disinterested person" as that phrase in defined in
Section 101(14) of the Bankruptcy Code.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on Jan. 11, 2011 (Bankr. D.
Del. Lead Case No. 11-10110).  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by Eric
R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by
Julia Frost-Davies, Esq., at Bingham McCutchen LLP, in Boston,
Massachusetts, and Regina Stango Kelbon, Esq., at Blank Rome LLP,
in Philadelphia, Pennsylvania.  The prepetition second lien
lenders are represented by Thomas E. Patterson, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.  The
Debtors' prepetition subordinated lender is represented by James
Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ANCHOR BLUE: Deloitte FAS Okayed as Committee's Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Anchor Blue
Holdings Corp. and its debtor-affiliates to retain Deloitte
Financial Advisory Services LLP as its financial advisor, nunc pro
tunc to Jan. 19, 2011.

Deloitte FAS will assist the Committee in connection with the
restructuring and reorganization of the Debtors' affairs
throughout the course of the Chapter 11 cases.  Specifically, the
firm will, among other things:

  a) assist the Committee in understanding the business and
     financial impact of various restructuring alternative on the
     Debtors;

  b) assist the Committee in its analysis of the Debtors'
     financial restructuring process, including its review of the
     Debtors' liquidation of stores; and

  c) assist the Committee in its review and analysis of potential
     contingency plans to reflect the impact of restructuring
     alternatives on the Debtors.

The professional fees of Deloitte FAS will be based upon a blended
average hourly billing rate of $325 per hour for all professional
staff.  Support personnel will bill at $125 per hour.

To the best of the of the Committee's knowledge, Deloitte FAS
neither holds or represents an interest adverse to the Debtors or
the Debtors' estate in connection with the cases.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by Eric
R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia Frost-
Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts,
and Regina Stango Kelbon, Esq., at Blank Rome LLP, in
Philadelphia, Pennsylvania.  The prepetition second lien lenders
are represented by Thomas E. Patterson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.  The Debtors'
prepetition subordinated lender is represented by James Stempel,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ASNACO LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Asnaco LLC
        P.O. Box 953966
        Palm Coast, FL 32164

Bankruptcy Case No.: 11-01907

Chapter 11 Petition Date: March 20, 2011

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

Debtor's Counsel: Walter J. Snell, Esq.
                  SNELL & SNELL, P.A.
                  436 N. Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  E-mail: snellandsnell@mindspring.com

Scheduled Assets: $11,297,894

Scheduled Debts: $21,928,117

The petition was signed by Bhagwan C. Asnani, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BB & T                             City Walk           $12,934,196
Bankruptcy Dept
P.O. Box 1847
Wilson, NC 27894

Emmet J. Foster, as Trustee        City Walk            $3,828,113
1053 Maitland Center Commons, Suite 200
Maitland, FL 32751

Interstate Holdings, Inc.          Business Loan        $3,119,627
P.O. Box 973966
Lake Mary, FL 32795

BB & T                             Promissory Note        $742,146
Bankruptcy Dept
P.O. Box 1847
Wilson, NC 27894

BB & T                             Promissory Note        $552,500
Bankruptcy Dept
P.O. Box 1847
Wilson, NC 27894

American Express                   Credit Card            $308,261
P.O. Box 981537
El Paso, TX 79998-1537

CMP Commercial Condominium A       City Walk              $235,665

Airan2                             Attorney's Fees         $47,014

GreenScape TLC LLC                 Trade Debt              $29,000

William Bosch, Esquire             Attorney's Fees         $16,842

T Con Group                        Business Debt           $15,725

Mastercraft                        Trade Debt              $13,629

Dominics Deli                      Least Security           $9,784
                                   Deposit

Steven Ponder, Esquire             Attorney's Fees          $5,507

Byrd Nest Shop                     Least Security           $4,724
                                   Deposit

Sophaney Kes                       Lease Security           $4,200
                                   Deposit

Mia Bella                          Lease Security           $3,816
                                   Deposit

Palm Coast Hearing                 Lease Security           $3,706
                                   Deposit

Follow His Lead                    Lease Security           $3,664
                                   Deposit

Confident Care                     Least Security           $3,157
                                   Deposit


ASPIRE INTERNATIONAL: Going Concern Doubt Raised After '09 Results
------------------------------------------------------------------
Aspire International, Inc., filed just last week its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2009.

DNTW Chartered Accountants, LLP, in Markham, Canada, expressed
substantial doubt about Aspire International's ability to continue
as a going concern.  The independent auditors noted that of the
Company's significant cumulative operating losses.

The Company reported a net loss of $1.7 million on $71,169 of
sales for 2009, compared with a net loss of $1.9 million on
$170,415 of sales for 2008.

The Company's balance sheet at Dec. 31, 2009, showed $1.1 million
in total assets, $7.9 million in total liabilities, all current,
and a stockholders' deficit of $6.8 million.

A complete text of the Form 10-K is available at
http://is.gd/Sc24Axfree of charge.

               Amendments to Prior Financial Reports

Aspire International also filed amendments to its annual report
for the fiscal year ended Dec. 31, 2008, and quarterly reports for
the three months ended March 31, 2009, June 30, 2009, Sept. 30,
2009.

A complete text of the Form 10-K/A for 2008 is available for free
at http://is.gd/1bttyt

A complete text of the Form 10-Q/A for the March 31, 2009 quarter
is available for free at http://is.gd/4BA4Pq

A complete text of the Form 10-Q for the June 30, 2009 quarter is
available for free at http://is.gd/Y8HS77

A complete text of the Form 10-Q for the Sept. 30, 2009 quarter is
available for free at http://is.gd/3HIvz8

                    About Aspire International

Markham, Ontario-based Aspire International, Inc., has acquired
MYGOS.NET, an online business-to-consumer shopping mall,
headquartered in Shenzhen, in the Guangdong province of China.
Mygos operates as a platform to allow users to start their own
businesses online and currently hosts over 80,000 active stores.


AXION INTERNATIONAL: Richard Rosenblum Holds 3.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Rosenblum and his affiliates
disclosed that they beneficially own 924,950 shares of common
stock of representing 3.9% of the shares outstanding.  The amount
is comprised of: (i) 586,950 shares of outstanding Common Stock;
(ii) 100,000 shares that may be acquired pursuant to the 2010
Warrant; (iii) 100,000 shares that may be acquired pursuant to the
2009 Warrant; and (iv) 138,000 shares that may be acquired
pursuant to the 8.75% Debenture.  The number of shares outstanding
of the Company's common stock, as of Jan. 10, 2011, was
23,305,704.

In a separate Form 3 filing, Mr. Rosenblum disclosed that he
indirectly owns 1,888,138 shares of common stock of the Company.
Harborview Master Fund and Harborview Capital Management are the
direct beneficial owners of the securities.

A full-text copy of the Schedule 13 filing is available for free
at http://is.gd/pUicss

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc.
(OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural
solution provider of cost-effective alternative infrastructure and
building products.  The Company's "green" proprietary technologies
allow for the development and manufacture of innovative structural
products made from virtually 100% recycled consumer and industrial
plastics.

The Company's balance sheet at Sept. 30, 2010, showed $1.7 million
in total assets, $2.1 million in total liabilities, and a $439,000
stockholders' deficit.

Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal years ended Sept. 30, 2009 and 2010.  The
independent auditors said that the Company's need to seek new
sources or methods of financing or revenue to pursue its business
strategy, raise substantial doubt about the Company's ability to
continue as a going concern.


BLOCKBUSTER INC: April 21 Hearing on Exclusivity Extension Motion
-----------------------------------------------------------------
Judge Burton Lifland has issued a bridge order extending the
periods within which Blockbuster Inc. has the exclusive rights to
file and solicit acceptances of a plan of liquidation until he can
rule on the Debtors' request for an extension.

The Debtors are seeking a second extension of the Exclusive
Periods to file a chapter 11 plan and solicit acceptances through
and including Aug. 19, 2011 and Oct. 18, 2011, respectively,
without prejudice to their right to seek a further extension.  The
Debtors said an extension is needed to allow an impending sale of
the Company to push through before they could file an exit plan
that would distribute proceeds of the sale to creditors.

Judge Lifland is slated to consider the Debtors' motion at a
hearing for April 21, 2011, at 10:00 a.m. (prevailing Eastern
Time).  Objections are due April 14.

Absent the bridge order, the Debtors' exclusive periods to file a
chapter 11 plan was set to expire on March 21.  The current
solicitation period expires May 20.

At the time the bankruptcy cases were commenced, the Debtors and
certain holders -- Steering Committee -- of the 11.75% Senior
Secured Notes due 2014 issued by Blockbuster, were party to a Plan
Support Agreement pursuant to which they agreed to the terms of a
chapter 11 plan.  The Plan contemplated the substantial
deleveraging of Blockbuster by, among other things, converting all
of the Senior Secured Notes into equity of the reorganized
Blockbuster, thus providing the reorganized Blockbuster with a
capital structure designed to have the financial flexibility
necessary to enable pursuit of its business plan in an optimal
manner.

In connection with the PSA, the Steering Committee also agreed,
subject to the participation rights of all holders of the Senior
Secured Notes, to provide debtor in possession financing to the
Debtors so as to ensure that Blockbuster's business had sufficient
liquidity for ordinary course operations during the restructuring,
which financing was approved by the Court after extensive
negotiations with, and concessions to, the Creditors' Committee.

The DIP Facility was approved in October.  As of March 18, no
amounts are outstanding under the DIP Facility for new money
borrowings. However, the Roll-UP Notes provided for in the DIP
Facility are in the amount of $125 million.

Following the Petition Date, the Debtors met or consulted on
numerous occasions with representatives of the Steering Committee
and the Creditors' Committee with respect to the ongoing
operations of the Debtors, including the evaluation of the
Debtors' retail store strategy, the formulation and refinement of
a long term business plan, and the timing for the filing of a
chapter 11 plan.

Due to, among other things, poor holiday sales, deteriorating
business operations, the inability to reach a consensus with the
DIP Lenders with respect to a long-term business plan and the
failure to meet certain other milestones required by the PSA, the
Debtors, in conjunction and in consultation with the Steering
Committee, determined that the Plan was no longer feasible.  The
Debtors and the Steering Committee thus agreed, in an effort to
maximize the value of the Debtors' estates, to pursue a sale of
substantially all of the Debtors' assets on an expedited basis
under section 363 of the Bankruptcy Code.

On Feb. 21, 2011, the Debtors entered into an Asset Purchase and
Sale Agreement providing for the sale of substantially all of
their assets or the proceeds of those assets to a newly formed
entity named Cobalt Video Holdco LLC.  For purposes of entering
into the Purchase Agreement, the Purchaser was established by
Monarch Alternative Capital LP, Owl Creek Asset Management LP,
Stonehill Capital Management, LLC, and Varde Partners, Inc. who
collectively hold more than 50% of the Senior Secured Notes and
each of which is a member of the Steering Committee.

Despite the limited time available to identify the Stalking Horse
Bidder and negotiate the Purchase Agreement, the Debtors believe
they have achieved an agreement that will maximize value in a 363
sale context and one with bid protections favorable to the
estates.

Prior to a hearing on March 10, 2011, the Debtors reached
agreements with many of the parties in interest in these chapter
11 cases regarding certain procedures intended to effectuate the
sale, subject to Court approval, of substantially all of the
assets of the Debtors pursuant to the Stalking Horse Bid or a
higher and better offer, which is to take place following the
auction scheduled for April 4, 2011.  After intense negotiations
regarding the Purchase Agreement and the Stalking Horse Bid, the
majority of objections to the Bid Procedures were withdrawn, and
the Court substantially approved the Bid Procedures in a bench
ruling at the March 10 Hearing.

A copy of the Purchase Agreement and Bid Procedures is available
for free at:

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

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

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

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

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

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

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

In its latest monthly operating report filed with the
Bankruptcy Court, Blockbuster disclosed $1.066 billion in
assets, $422.2 million in liabilities not subject to compromise
and $1.165 billion in liabilities subject to compromise, and a
deficit of $533.8 million as of Nov. 28, 2010.

The Bank of New York Trust Company, N.A., as trustee  under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by:

     Emmet, Marvin & Martin, LLP
     Attn: Edward P. Zujkowski, Esq.
     120 Broadway, 32nd Floor
     New York, New York 10271

Cobalt Video Holdco LLC, the purchaser, is represented by:

     Milbank, Tweed, Hadley & McCloy LLP
     Attn: Mark Shinderman, Esq.
     601 South Figueroa Street, 30th Floor
     Los Angeles, CA 90017-5735

                 and

     Attn: Tom Janson, Esq.
     One Chase Manhattan Plaza
     New York, New York 10005

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented by:

     Pachulski Stang Ziehl & Jones LLP
     Attn: Robert J. Feinstein, Esq.
     780 Third Avenue, 36th Floor
     New York, New York 10017


BLUE HERON: Employees Expected to Get Two Months' Salary
--------------------------------------------------------
Steve Mayes at The Oregonian reports that U.S. Bankruptcy Court
Judge Randall L. Dunn expects employees of Blue Heron paper mill
to receive two months pay and whatever benefits they are due.

According to the report, the financially struggling Oregon City
mill closed with little warning in late February and laid off all
175 workers.  Typically employees would receive 60 days' notice or
pay as called for by the Worker Adjustment and Retraining
Notification Act.  Blue Heron has been operating under bankruptcy
court protection for more than a year and so far, it's been
unclear whether the law applied.

According to the report, U.S. Bankruptcy Court Judge Randall L.
Dunn said, in his opinion, it does.   "I don't want there to be
any misapprehension," Judge Dunn told attorneys for Blue Heron and
Wells Fargo, the Company's main creditor.  "I want them paid
sooner rather than later.  They're out there applying for
unemployment.  They need the funds," he said.

The Oregonian notes a trustee will be appointed next week to
oversee the orderly liquidation of the Company's assets.

Judge Dunn scheduled a hearing on April 1, 2011, and said it is
likely to be brief.  The Chapter 11 trustee will give the court a
sense of how long it will take to come up with a plan to sell the
assets and pay creditors.  Judge Dunn said it appears that Wells
Fargo and administrative expenses will be paid in full and that
unsecured creditors will receive some money, according to the
report.

The Oregonian relates that a prospective buyer surfaced Tuesday --
CenterCal Properties.  The company developed Bridgeport Village
and Cascade Station and plans a new mall in Oregon City.

                         About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company --
http://www.blueheronpaper.com/-- produces newsprint, and high
bright and heavyweight groundwood specialty printing papers.

Blue Heron filed for Chapter 11 protection (Bankr. D. Ore. Case
No. 09-40921) on Dec. 31, 2009.  David B. Levant, Esq., at Stoel
Rives LLP, in Portland, Oregon, serves as bankruptcy counsel to
the Debtor.  Attorneys at Barran Liebman LLP have been tapped as
labor and employment counsel.  The Debtor also hired Vanden Bos
& Chapman, LLP, as special counsel.  The Company estimated
$10 million to $50 million in assets and debts as of the Chapter
11 filing.


BLUEKNIGHT ENERGY: 2 Officers Disclose Ownership of Common Units
----------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Larry E. Hatley disclosed that he beneficially owns
8,500 common units representing limited partner interests.
Mr. Hatley is the Vice President - Transportation, Marketing and
Operations of Blueknight Energy Partners G.P., L.L.C., the general
partner of Blueknight Energy Partners, L.P.

In a separate filing, Michael S. Prince, VP - Business Development
of GP, disclosed that he beneficially owns 15,000 common units
representing limited partnership interests.

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company's balance sheet at Dec. 31, 2010, showed $323.84
million in total assets, $361.58 in total liabilities and $37.74
million in total partners' deficit.

The Company reported a net loss of $23.79 million on $152.62
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.


BRIDGER COMMERCIAL: Shuts Down; To Continue Funding Mezz Programs
-----------------------------------------------------------------
DealFlow Media's The Distressed Debt Report said Bridger
Commercial Funding has shut down, according to Steve Mumma, co-CEO
of Bridger and chief executive of New York Mortgage Trust.  Mr.
Mumma told the Distressed Debt Report that his company would
continue funding the mezzanine program that Bridger had partnered
on.  Calls to Bridger's Mill Valley office went to voice mail, the
report said.

Mill Valley, Calif.-based Bridger Commercial Funding is a finance
company that packaged commercial real estate loans for banks into
securitizations.  Bridger had provided an outlet for regional and
community banks to move loans off their books as Bridger took the
loans to Wall Street for securitization.


BUCKHANNON CVB: To Dissolve as Part of Settlement
-------------------------------------------------
Katie Kuba, staff writer at the Record Delta, reports that the
Buckhannon Convention & Visitors Bureau has agreed to dissolve to
conform to the terms of a settlement it reached in federal
bankruptcy court with the City of Buckhannon and counsel for 11
residents and business owners who first filed suit against the
city and the BCVB in April 2009.

According to the report, under the auspices of Federal Magistrate
Judge John Kaull, the city, the BCVB and Terry Reed, counsel for
the plaintiffs, spent nine hours in mediation hashing out an
agreement Mayor Kenny Davidson described as a "universal
settlement" that will nullify all litigation pending in Upshur
County Circuit Court.

"The Buckhannon CVB Inc., which we purport was an illegal CVB,
will fold," the Record Delta quotes Mayor Davidson as saying.
"The CVB comprising the mayor and others will also fold and all
assets will be handed over to a trusteeship which will be the
attorneys for the BCVB and the city, Chuck Bailey and Harry Smith,
and they will disburse certain funds to Terry Reed and the Upshur
County CVB."

The Record Delta recounts that the city and co-plaintiffs Julie
Keehner and Mayor Davidson filed one complaint each in Upshur
County Circuit Court late last year alleging that a BCVB by-law
revision violated state code and rendered the reconfigured board
of directors "a nullity."  Both complaints contended that the
legitimate members of the BCVB are the mayor, Davidson; the city
recorder, Rich Clemens; a councilperson, Scott Preston; the then-
Buckhannon-Upshur Chamber of Commerce president, Julie Keehner,
and a hotel/motel affiliate, Dalton Cutright.

Mayor Davidson said the settlement is a final resolution that will
end nearly two years of tumultuous litigation that stemmed from
the original case.  Mr. Reed said he will collect all of the
$160,309.77 in legal fees and court costs he was awarded in a
November 2010 court order Judge John Henning entered in Upshur
County Circuit Court.  Mayor Davidson remained tight-lipped on
exactly how much money the UCCVB will receive, saying details have
not been finalized.  BCVB counsel Charles Bailey of Bailey & Wyant
in Charleston said his clients were "OK" with disbanding since the
settlement ensures the UCCVB will be adequately funded.

Buckhannon CVB, Inc., filed for Chapter 11 protection (Bankr. N.D.
W.Va. Case No. 10-02660) on Dec. 28, 2010, estimating $50,000 to
$100,000 in assets and debts between $100,000 and $500,000.


CLEAN HARBORS: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
corporate credit rating on Norwell, Mass.-based environmental
services provider Clean Harbors Inc.  At the same time, Standard
& Poor's raised the issue-level rating to 'BB' from 'BB-' on
the company's 7.625% senior secured notes due 2016, which, when
combined with the $250 million add-on offering, now total
$520 million.  It also revised its recovery rating on the notes
to '4' from '5'.  The '4' recovery rating incorporates its
expectation of average recovery (30%-50%) in the event of a
payment default.

The affirmation and positive outlook on the corporate credit
rating reflect Standard & Poor's view that despite the substantial
debt incurrence associated with the acquisition, Clean Harbors'
operating performance is still likely to enable a satisfactory
ratio of funds from operations to adjusted debt, exceeding the 25%
level S&P considers appropriate for higher ratings.  "S&P believes
that the company will continue to generate solid levels of
earnings and cash flows while striking a prudent balance between
its growth objectives and its financial policy decisions," said
Standard & Poor's credit analyst James Siahaan.

The revision to the notes' recovery rating and associated upgrade
on the issue rating reflects an increase in expected enterprise
value at default for Clean Harbors following the acquisitions,
which more than offsets the incremental debt incurred.

The ratings on Clean Harbors reflect the company's significant
financial risk profile (including environmental liabilities), an
acquisition-oriented growth strategy, and some susceptibility of
the company's operating performance to economic cycles.  The
company's leading competitive position in the hazardous waste
management industry and adequate liquidity with a favorable debt
maturity schedule partially offset these factors.  Standard &
Poor's characterizes Clean Harbors' business risk profile as fair
and its financial risk profile as significant.

Clean Harbors is one of the largest providers of environmental
services and the largest operator of nonnuclear hazardous waste
treatment facilities in North America.  The company's field
services segment benefited greatly from the oil spill response
efforts in the Gulf of Mexico and in Michigan's Kalamazoo River.


CNOSSEN DAIRY: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, asks the U.S.
Bankruptcy Court for the Northern District of Texas to appoint a
Chapter 11 trustee for of Cnossen Dairy and its debtor-affiliates,
dismiss the Chapter 11 case, or convert the case to Chapter 7
liquidation.

According to the U.S. Trustee, the Debtors have not provided basic
financial information about its operations.  The U.S. Trustee
asserts that it is impossible for the Debtors to propose any plan
of reorganization without accurate schedules, statement of
financial affairs, and operating reports.  The Debtors, the U.S.
Trustee points out, have failed to do the most basic reporting and
failed to provide the most basic information on a multimillion-
dollar business.  A trial hearing is set for April 28, 2011, at
10:30 a.m. in Room 314, 1205 Texas Ave., Lubbock, Texas, to
consider the U.S. Trustee's conversion request.

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

The Debtor disclosed $52,147,699 in total assets and $46,414,850
in liabilities as of the Petition Date.


CNOSSEN DAIRY: Wants Plan Exclusivity Until March 28
----------------------------------------------------
Cnossen Dairy and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to extend the exclusive
periods to:

   (a) file a Chapter 11 plan until March 28, 2011; and

   (b) solicit acceptances of that plan until June 30, 2011.

The Debtors say they have not been able to complete the
preparation of their proposed plan of reorganization but the
proposed plan is substantially complete; however, a brief
extension of the exclusivity periods will permit the Debtors to
adequate complete the preparation of their proposed plan and
disclosure statement.

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

The Debtor has $52,147,699 in total assets, and $46,414,850 in
liabilities.


COLONIAL BANCGROUP: Creditors Object to FDIC's $2.19-Bil. Claim
---------------------------------------------------------------
BankruptcyData.com reports that the official committee of
unsecured creditors of Colonial Bancgroup filed with the U.S.
Bankruptcy Court an objection to the March 4, 2011 motion of the
FDIC-Receiver seeking an order estimating in the aggregate amount
of $2,194,500,000, for voting purposes only, certain unsecured
claims the FDIC-Receiver asserts against the Debtor.

According to the Committee, "...the estimation motion is a case
study in contradiction. On the one hand, the FDIC-Receiver asks
the Court to estimate its many purported unsecured contingent
claims at over $2 billion for voting purposes. At the same time,
however, the FDIC-Receiver argues that the occurrence of any of
the underlying contingencies is an "unlikely event," which means
that the FDIC-Receiver itself does not believe that it will have
any such claims against the Debtor's estate, let alone the $2
billion of claims it seeks to vote on the Debtor's plan."

According to BData, the Debtors also filed an objection to the
estimation motion.  The Debtors assert, "The FDIC-Receiver states
in the estimation motion that the occurrence of a litigation
contingency that would trigger a claim in favor of the FDIC-
Receiver is an "unlikely event".  The FDIC-Receiver states on the
other hand that the Debtor's "assertions are incorrect as a matter
of law" and that they "it will be successful in its claims that
various of the assets described herein are its property and not
property of the Debtor's estate."   These statements echo the
FDIC-Receiver's consistently articulated position throughout this
Chapter 11 case and, in particular, it's "we will bury you"
insertions in the Third Amended Disclosure Statement."

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor.  The
Debtor disclosed $45 million in total assets and $380 million in
total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMERCIAL CAPITAL: Court Sets April 15 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy for the District of Colorado, at the behest of
the Chapter 11 trustee James T. Markus, set April 15, 2011, as the
deadline for creditors of Commercial Capital Inc. to file proofs
of claim.

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 on April 22, 2009, and April 24, 2009, respectively
(Bankr. D. Colo. Lead Case No. 09-17238).  Robert Padjen, Esq., at
Laufer and Padjen LLC, assists Commercial Capital in its
restructuring efforts.  In its bankruptcy petition, Commercial
Capital estimated between $100 million and $500 million in assets,
and between $50 million and $100 million in debts.  CCI Funding
estimated between $100 million and $500 million each in assets and
debts.


COMMERCIAL CAPITAL: Ch. 11 Trustee Has Buyer for Quaray Property
----------------------------------------------------------------
James T. Markus, the Chapter 11 trustee of Commercial Capital
Inc., asks the U.S. Bankruptcy Court for the District of Colorado
to approve the sale of the Debtor's Quaray property, consisting of
5 townhome units, with each unit having three bedrooms and two
bathrooms, and consisting of about 1,899 square feet.

The Chapter 11 trustee tells the Bankruptcy Court that he has
received an offer from Alice Leeper and Larry Leeper, real estate
brokers at Ouray Realty, to purchase that property.  The buyer has
deposited $25,000.  The Debtor priced the property at $695,000.

Other interested buyers must submit a $25,000 deposit not later
than 4:00 p.m. on April 15, 2011.  An auction will take place on
April 22, 2011.

The Chapter 11 trustee agrees to pay the Leepers $10,000 for
reimbursement of costs if it consummates the sale to another
party.

A full-text copy of the Sale Agreement is available for free
at http://ResearchArchives.com/t/s?7571

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed separate petitions for Chapter 11 on
April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo.
Lead Case No. 09-17238).

Robert Padjen, Esq., at Laufer and Padjen LLC, represents the
Debtors.    Markus Williams Young & Zimmerman LLC represents the
Chapter 11 trustee appointed in the Chapter 11 cases.

In its bankruptcy petition, Commercial Capital estimated between
$100 million and $500 million in assets, and between $50 million
and $100 million in debts.  CCI Funding estimated between
$100 million and $500 million in assets and debts.


COPANO ENERGY: Moody's Assigns 'B1' Rating to $360 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD5, 74%) rating to
Copano Energy, L.L.C.'s proposed $360 million senior unsecured
notes due 2021.  The Ba3 Corporate Family Rating and the negative
outlook were not affected by this action.  Copano plans to use the
proceeds of the new notes to finance the tender offer for up
$332 million of its 8.125% senior notes due 2016.

                        Ratings Rationale

"The negative outlook reflects Copano's elevated leverage
level which is projected to increase over the next nine months
due to the 2011 growth capital expenditure budget of $375 million.
While the multiple spending projects in the Eagle Ford Shale are
expected to generate significant incremental cash flow in 2012,
the associated up-front cost will push Copano's leverage higher in
the near term," said Stuart Miller, Moody's Senior Analyst.  "The
higher leverage, combined with weak distribution coverage ratios,
will continue to pressure the company's current Ba3 CFR."

In July 2010, Copano issued $300 million of private equity to
an affiliate of TPG Capital with the proceeds used to reduce
debt.  The equity offering positioned Copano to take advantage of
investment opportunities in the Eagle Ford Shale, one of the most
active domestic drilling areas.  Once completed, the five Eagle
Ford projects, should generate over $100 million of incremental
EBITDA.  However, Moody's expect leverage ratios to exceed 6.0x by
the end of 2011 driven by increased borrowings under the senior
secured credit facility to finance the capital program.  Moody's
negative outlook takes into account the possibility for
construction delays and cost over-runs.

Copano relies on a $550 million senior secured revolving
credit for its liquidity.  The credit facility has a maturity
date of October 2012 and a debt to EBITDA covenant that limited
availability to about $400 million as of year end 2010.  With
a cash distribution coverage ratio that is hovering around
1.0x, Copano is expected to use revolving credit to fund the
$375 million capital spending program.  As a result, Moody's
project Copano's liquidity position to deteriorate to inadequate
levels over the course of 2011 unless relief is granted by the
senior secured lenders.  The company's ratings will remain under
pressure until the deteriorating liquidity position is addressed.

Looking forward, the Ba3 rating has limited upside due to the
expectation for negative free cash flow into the foreseeable
future, a trait common to midstream limited partnerships.  The
negative free cash flow is a direct result of the policy to
have a high dividend payout ratio along with substantial growth
capital expenditures.  Copano has taken steps to limit its
exposure to commodity price volatility and has issued equity
from time to time to finance a portion of its growth capital
expenditures.  However, until there is a significant increase in
the scale of its business, Copano's rating will continue to be
negatively affected by the equity friendly traits of its limited
partnership structure.

Copano Energy, L.L.C., is headquartered in Houston, Texas.


CORD BLOOD: Inks Warrant and Purchase Agreement With St. George
---------------------------------------------------------------
Cord Blood America, Inc., on March 10, 2011, entered into a Note
and Warrant Purchase Agreement with St. George Investments, LLC,
an Illinois limited liability company whereby the Company issued
and sold, and St. George purchased: (i) Secured Convertible
Promissory Notes of the Company in the principal amount of
$1,105,500 and (ii) a Warrant to purchase common stock of the
Company.  St. George paid $250,000 in cash as an initial payment
to the Company and execute and delivered six separate "Secured
Buyer Notes," as consideration in full for the issuance and sale
of the Company Note and Warrants.

The principal amount of the Company Note is $1,105,500 and the
Company Note is due 48 months from the issuance date of March 10,
2011.  The Company Note has an interest rate of 6.0%, which would
increase to a rate of 12.0% on the happening of certain Trigger
Events, including but not limited to: a decline in the 10-day
trailing average daily dollar volume of the common shares in the
Company's primary market to less than $30,000 of volume per day at
any time; the failure by the Company or its transfer agent to
deliver Conversion Shares within 5 days of Company's receipt of a
Conversion Notice.  The total amount funded at closing will be
$1,000,000, representing the Maturity Amount less an original
issue discount of $100,500 and the payment of $5,000 to the
Investor to cover its fees, with payment consisting of $250,000
advanced at closing and $750,000 in a series of six secured
convertible Buyer Notes of $125,000 each, with interest rates of
5.0%.  The Buyer Notes are secured by an Irrevocable Standby
Letter of Credit.

St. George has the right to convert, subject to restrictions
described in the Company Note, all or a portion of the outstanding
amount of the Company Note that is eligible for conversion into
shares of the Company's common stock.  However, St. George's right
to convert any of the Buyer Notes is conditioned upon payment in
full of the subject Buyer Note.  The number of common shares
delivered to St. George upon conversion will be calculated by
dividing the amount of the Company Note that is being converted by
the market price of the common stock, which is defined as 80% of
the average of the closing price bid for the 3 trading days with
the lowest Closing Bids during the 20 trading days prior to the
conversion.

St. George has also received a five year warrant entitling it to
purchase 139,925,374 shares of common stock of the Company at an
exercise price of $0.00179.  The warrant also contains a net
exercise or cash-less exercise provision.

The Company Note and the Warrant each contain provisions which
reduce the conversion price and the warrant exercise price,
respectively, in the event the Company sells or grants common
stock or convertible securities at a per share price less then
such conversion price or warrant exercise price then in effect.
In such circumstances the conversion price or the warrant exercise
price is automatically reduced to the lower effective price at
which the Company sells or grants securities, subject to certain
exceptions

St. George's obligation to pay the balance of the purchase price
of the Company Note is evidenced by the Buyer Notes.  Each Buyer
Note is in the principal amount of $125,000.  Each Buyer Note is
due and payable on or before the earlier of (i) (49) months from
March 10, 2011, or (ii) subject to certain conditions described in
each Buyer Note, a date beginning on Oct. 10, 2011 for the first
Buyer Note, Nov. 10, 2011 for the second Buyer Note and so forth
on the 10th of each subsequent month thereafter for each
subsequent Buyer Note.  The Buyer Notes each contain standard
events of default related to payment, certain covenants and
bankruptcy events.

The Company Note, Warrant, Buyer Notes, Security Agreement, Letter
of Credit, Letter of Credit Agreement, Escrow Agreement, and
Transfer Agent Letter were each delivered pursuant to the terms of
the Purchase Agreement.  The Purchase Agreement contains
representations and warranties of the Company and the Investor
that are customary for transactions of this kind.

                    Exchange of $1 Million Notes

On Jan. 12, 2011, the Company issued a $1,050,000 "Convertible
Promissory Note" to JMJ Financial, a private investor.  The 2011
Note bears interest in the form of a one time interest charge of
10%, payable with the Note's principle amount on the maturity
date, Jan. 12, 2014.  All or a portion of 2011 Note principle and
interest is convertible at the option of the JMJ from time to
time, into shares of the Company's common stock, originally fixed
at a per share conversion price equal to 85% of the average of the
5 lowest traded prices for the Company's common stock in the 20
trading days previous to the effective date of each such
conversion.

At the same time, JMJ issued and delivered to the Company, a
second "Secured & Collateralized Promissory Note" dated Jan. 12,
2011, which served as sole consideration to the Company for the
Company's issuance of the 2011 Note to JMJ.  The JMJ Note is in
the principle amount of $1,000,000, bears interest in the form of
a one time interest charge of 10.5%, and interest is payable with
the JMJ Note's principle on its maturity date, Jan. 12, 2014.  The
JMJ Note is secured by JMJ assets in the form of money market fund
or similar equivalent having a value of at least $1,000,000.

While no mandatory principal or interest payments are due on the
JMJ Note until its maturity date, the parties contemplate
voluntary pre-payments at the option of JMJ on the JMJ Note to the
Company at some time in the future.  Management is optimistic but
cannot assure that such pre payments may begin as early as 6
months after JMJ Note issuance, or beginning in July 2011, but
only provided: (i) all requests by JMJ for conversion of principle
and interest on the 2011 Note are honored; and (ii) the Company's
common stock issued upon such conversions of portions of the
principle and interest on the 2011 Note is freely tradable in the
hands of the investor under Federal Securities laws and
regulations, and such conversion shares are accepted into the DWAC
system.

a. Liquidated Damages Agreement with JMJ Financial

Under a previous outstanding Company Convertible Note having
similar terms and issued to JMJ and funded by JMJ in the amount of
approximately $1,750,000, the Company was obligated to deliver
common shares which could be placed into the Automated System for
Deposits and Withdrawals of Securities.  At present the DWAC
system is not available to Company shareholders for newly issued
shares of the Company's common stock.  As a result of this breach,
on Feb. 8, 2011, the Company entered into a settlement and
liquidated damages agreement with JMJ which contained the
following terms, among others:

The exact amount of the liquidate damages for which the Company
has become obligated under this Settlement and Liquidated Damages
Agreement with JMJ is uncertain, since it depends in part on the
future market price of the Company's common stock.

Pursuant to this Liquidated Damages Agreement, the Company agreed
to pay $671,385 in liquidated damages to JMJ said sum to be added
to the principle amount of the Earlier Note.

   - The investor was also granted the option to rescind any
     future conversion of portions of the principle amount of the
     Earlier Note, and or the 2011 Note into the Company's common
     stock, and convert JMJ's interest back into debt owed by the
     Company, and later at JMJ's option, to convert back again
     into Company common stock.

   - The per share conversion price on JMJ's conversions of the
     Earlier Note and the 2011 Note was changed from a 15%
     discount, to a 25% discount from the Company share price,
     calculated as the lesser of $.0041, or the average of the 5
     lowest traded prices for the Company's common stock in the 20
     trading days preceding the date of each conversion into
     common stock.

   - The Liquidated Damages Agreement also added a 35% prepayment
     penalty for prepayment of any previously funded portions of
     any Company Note, past or future, and a 15% cancelation fee
     for cancellation of any portion of any past or future Company
     Note which had not been funded.

The exact amount of the liquidate damages for which the Company
has become obligated under this Settlement and Liquidated Damages
Agreement with JMJ is uncertain, since it depends in part on the
future market price of the Company's common stock.

b. Liquidated Damages Agreement with Tangiers Capital, LLC.

On Jan. 19, 2011, the Company entered into a separate settlement
and liquidated damages agreement, with Tangiers Capital, LLC, one
of the Company's existing investment bankers who has been
purchasing from time to time registered shares of the Company's
Common Stock for cash.  Execution of the Agreement became
necessary because under the existing agreement with Tangiers, the
Company was obligated to deliver registered shares which could be
"immediately" placed into the Automated System for Deposits and
Withdrawals of Securities, and at present the DWAC system is not
available for newly issued registered shares of the Company.

The Agreement provides that as Liquidated Damages, the Company
will remit a specified sum to Tangiers on each share the investor
has previously purchased and currently holds, and on each share
purchased Tangiers for cash in the future, until such time as the
shares held by Tangiers can again be deposited into the DWAC
system.

This Penalty Sum is to be calculated as follows: A sum equal to:

   (i) 90% of the volume weighted average price of the Company's
       common stock for the five consecutive trading days
       immediately prior to notice of Tangier's purchase of each
       specific share from the Company;

  (ii) Plus A sum equal to 30% of the sum calculated in (i) above;

(iii) Less a sum equal to:

         a. The actual sum received by Tangiers on the sale of
            such acquired shares upon their sale into the public
            market, from the date of the agreement until the date
            on which newly issued shares of the Company can again
            use the DWAC System; or

         b. In the case of shares acquired during the specified
            period and "not sold" at the date on which the DWAC
            System is again available, a sum equal to the closing
            price for Cord common Stock on the date that newly
            issued shares of the Company's common stock can again
            use the DWAC System.

The exact amount of the liquidate damages for which the Company
has become obligated under this Settlement and Liquidated Damages
Agreement with JMJ is uncertain, since it depends in part on the
future market price of the Company's common stock, as well as the
timely lifting of restrictions on the use of the DWAC system by
newly freed up shares of the Company's common stock.

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company's balance sheet at Sept. 30, 2010, showed
$6.99 million in total assets, $6.81 million in total liabilities,
all current, and stockholders' equity of 177,706.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at Dec. 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.  Cord
Blood reported that net loss increased from $6.9 million for the
year ended Dec. 31, 2008, to $9.8 million for the year ended
Dec. 31, 2009.  For the year ended Dec. 31, 2009, total revenue
decreased approximately $900,000 to $3.2 million or 22.4%
from $4.2 million.


CORPORACION GEO: Fitch Upgrades Issuer Default Rating to 'BB-'
--------------------------------------------------------------
Fitch Ratings has upgraded the foreign and local currency Issuer
Default Ratings of Corporacion Geo, S.A.B. de C.V., to 'BB-' from
'B+'.  Fitch has also upgraded GEO's long-term national scale
rating to 'A-(Mex)'from 'BBB+(Mex)'.

In addition, Fitch has affirmed at 'BB-' these senior unsecured
obligations of GEO:

  -- US$250 million senior notes due 2014;
  -- US$250 million senior notes due 2020.

The Rating Outlook is Stable.

In accordance with Fitch's published methodology, the Recovery
Ratings on GEO's senior notes will no longer be published.

The rating upgrade reflects the company's consistent financial and
operational performance, and the consolidation of its business
position during 2010.  GEO's 2010 full-year results included
stable operational results, adequate liquidity coupled with good
access to international markets, and stable gross leverage levels
in the 2.0 times to 2.5x range.

Like other Mexican and regional homebuilders, the company's free
cash flow trend has been negative over the last years, which is
expected to continue in the medium term as the sector continues to
grow and require increasing working capital.  Also incorporated in
the upgrade is the consolidation of the company's leadership
position in Mexico's low-income segment, better geographic
diversification, and a consistent business model focusing
primarily on the formal low-income segment, which makes its
working capital cycle shorter than its similar-scale peers.

The company's consistent focus on operations and on its land
reserves during 2010, avoiding acquisitions of distressed housing
projects that could put pressure on its cash flow generation, is
also a positive.

The ratings are supported by GEO's solid market position in the
Mexican homebuilding industry, consistent business strategy
oriented toward the growing low-income housing segment, geographic
diversification, adequate land reserves, sufficient liquidity,
and moderate leverage.  The ratings are constrained by GEO's
aggressive growth strategy and high working capital requirements,
which will limit the company's capacity to generate positive FCF
in the near and medium term.  The Stable Outlook incorporates the
expectation that GEO's credit metrics will remain stable during
2011.

The ratings factor in GEO's solid market share position in the
sector, being the largest homebuilders in Mexico in terms of
number of units sold, with 56,093 units sold during 2010, and also
its leading market share position in terms of mortgages granted by
Infonavit and Fovissste.  The ratings also consider GEO's solid
geographic diversification with a presence in 20 states in Mexico,
which mitigates the inherent risks associated with operating in a
specific region, reducing its dependency on specific local and
municipal governments to secure land and permits.  Further, the
company benefits from large-scale and nationwide operations as the
largest homebuilder in Mexico, which allows GEO to benefit from
economies of scale, better negotiating position with suppliers,
superior access to credit markets, and enhanced relationships with
land suppliers.

Incorporated in the ratings is the expectation that the company's
FCF will remain negative as the business' growth continues to
increase working capital needs.  The ratings incorporate the view
that GEO will continue with its growth strategy, reaching levels
of approximately 63,000 units sold during 2011.  As with other
Mexican homebuilders, the business growth has put pressure in
GEO's capacity to generate FCF, mainly due to an increase in the
company's inventory level to MXN25 billion at the end of 2010 from
MXN17.2 billion at the end of 2008.  The company's FCF was
negative for 2010 at around MXN2.6 billion; it was also negative
during 2009 (MXN978 million).  FCF calculation considers cash flow
from operations after interest paid less capex and distributed
dividends.

Positively factored into the ratings is the company's adequate
liquidity and good debt payment schedule that provides financial
flexibility.  With MXN2.2 billion in cash, MXN1.1 billion short-
term receivables, and approximately MXN8.4 billion in unused
uncommitted credit lines available at Dec. 31, 2010, the company
has satisfactory liquidity.  Further, GEO currently has a
manageable long-term debt maturity schedule with maturities of
MXN71 million, MXN78 million, and MXN66 million for 2011, 2012,
and 2013, respectively.  Ratings incorporate expectations that
GEO's cash position will be around MXN2 billion during 2011 and
that the company's maturity schedule will remain manageable.
GEO's main debt maturities are the US$250 million unsecured notes
due in 2014 and the US$250 million senior notes due in 2020.

The company's gross leverage is expected to remain stable in the
2.0x-2.5x Range.  During the last 12 months ended in December
2010, the company's total debt remained relatively stable,
decreasing approximately 12% when comparing its debt level with
that in December 2009.  GEO's gross leverage was 2.1x by the end
of December 2010 (also 2.1x by the end of December 2009).  Also
positively incorporated in the ratings are GEO's significant and
well-targeted land reserves.  As of Dec. 31, 2010, the company had
land reserves equivalent to 387,904 homes, which represents around
five years of production considering the expected business growth
for the next years.


CORROZI-FOUNTAINVIEW: U.S. Trustee Wants Ch. 7 Liquidation
----------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to convert the
Chapter 11 case of Corrozi-Fountainview LLC to Chapter 7
liquidation proceeding or, in the alternative, dismiss the
Debtor's case.

The U.S. Trustee tells the Court that the Debtor has not filed a
plan or disclosure statement.  It added that the Debtor has not
filed its monthly operating report for December 2010, and for
every month thereafter.  Based upon the reports filed, the Debtor
owes $2,600 in unpaid quarterly fees, not including any fees that
may be assessable for December 2010 and succeeding months based
upon disbursements reported in the delinquent operating reports.

A hearing is set for April 14, 2011, at 10:00 a.m., to consider
the Trustee's request.  Objections, if any, are due April 7, 2011.

As reported in the March 17, 2011 edition of the Troubled Company
Reporter, the law firm of Cross & Simon, LLC, has sought authority
from the U.S. Bankruptcy Court for the District of Delaware to
withdraw as counsel to Corrozi-Fountainview.  Since the Petition
Date, and despite the efforts of counsel, there has been little
progress towards an exit from Chapter 11, Joseph Grey, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, related.  Mr. Grey
noted that the Debtor has obtained orders authorizing the sale of
condominium units and the limited use of cash collateral, and
establishing a bar date for filing proofs of claim.  The Debtor,
however, has not obtained debtor-in-possession financing and "it
is basically no closer to a plan of reorganization or liquidating
than it was when the case was filed over eleven months ago," he
said.

Wilmington, Delaware-based, Corrozi-Fountainview, LLC, owns a
single asset real estate.  The Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 10-11090) on March 31, 2010.
In its petition, the Debtor estimated total assets and debts both
ranging from $10,000,001 to $50,000,000.


CORTEX PHARMACEUTICALS: Haskell & White Raises Going Concern Doubt
------------------------------------------------------------------
Cortex Pharmaceuticals, Inc., filed on March 18, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about Cortex Pharmaceuticals' ability to continue as a going
concern.  The independent auditors noted that the Company does not
currently possess sufficient working capital to fund its
operations through the next fiscal year.

The Company reported net income of $1.6 million on $10.5 million
of total revenues for 2010, compared with a net loss of
$8.4 million on $0 revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $3.6 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $2.4 million.

A copy the Form 10-K is available at http://is.gd/8RNtNpfree of
charge.

Irvine, Calif.-based Cortex Pharmaceuticals, Inc. (OTC BB:
CORX.OB) -- http://www.cortexpharm.com/-- is a neuroscience
company focused on novel drug therapies for treating psychiatric
disorders, neurological diseases and sleep apnea.


COUDERT BROTHERS: Judge Blocks 10 Law Firms' Interlocutory Appeal
-----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Victor Marrero of the U.S.
District Court for the Southern District of New York on Tuesday
blocked an effort by 10 law firms, including DLA Piper and Jones
Day, to snag an interlocutory appeal of adversary proceedings
launched in Coudert Brothers LLP's Chapter 11 bankruptcy.

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 06-12226) on Sept. 22, 2006.  John E. Jureller, Jr., Esq., and
Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $29,968,033 and total debts of $18,261,380 as of the Petition
Date.

The Bankruptcy Court in August 2008 signed an order confirming
Coudert Brothers LLP's chapter 11 plan.  The Plan contemplated on
paying 39% to unsecured creditors with $26 million in claims.


DESERT CAPITAL: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------
Desert Capital REIT, Inc., on March 18, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Hancock Askew & Co., LLP, in Savannah, Georgia, expressed
substantial doubt about Desert Capital REIT's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and cash
flow produced from operating activities is not sufficient to meet
current obligations and debt payments.

The Company reported a net loss of $56.2 million for 2010,
compared with a net loss of $55.6 million for 2009.  Net interest
income before provision for loan losses was ($3.4 million) for
2010, compared with ($1.3 million) for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $27.5 million
in total assets, $56.1 million in total liabilities, and a
stockholders' deficit of $28.6 million.

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

                       http://is.gd/eAnkAE

Henderson, Nev.-based Desert Capital REIT, Inc., a Maryland
corporation, was formed in December 2003 as a real estate
investment trust.  When the Company first began conducting
business, it specialized in the financing of real estate projects
by providing short-term mortgage loans to homebuilders and
commercial developers in markets where it believed it possessed
requisite skills and market knowledge, which were primarily in the
western United States and Las Vegas in particular.

In late 2007, the Company began experiencing a significant level
of borrower defaults, and in 2008 and 2009 virtually all its
borrowers defaulted on their loans with it.  As of Dec. 31, 2010,
the Company had foreclosed on the property underlying its original
mortgage loans on all but two loans.


DIVERSEY INC: Loan Amendment Won't Affect Fitch's Low-B Ratings
---------------------------------------------------------------
The recent amendment of Diversey, Inc.'s senior secured credit
facilities has no impact on the company's credit ratings,
according to Fitch Ratings.  The amendment reprices the existing
term loan and revolving credit facility and adds a $500 million
incremental term loan facility.

Before borrowing under the new term loan facility, lender approval
would need to be obtained.  The size of the new term loan facility
would also be capped by a net debt to EBITDA covenant of max. 3.0
times, including borrowings under the incremental facility.  The
incremental facility would benefit from the same guarantees and
collateral as the existing credit facilities and would also have
the same tenor as the existing term loans, which mature in
November 2015.  The $250 million revolving credit facility matures
in November 2014.

The amendment also allows Diversey to further increase commitments
beyond the incremental term loan, which would also be subject to
lender approval and the net leverage cap at 3.0x.  Finally, the
amendment revises the financial covenants that govern the existing
credit facilities.  The revised net debt to EBITDA leverage
covenant is set at 4.75x throughout the lifetime of the facility.
Before the amendment, the leverage covenant had multiple step-
downs over time.  The revised EBITDA interest coverage is 2.75x.
The amendment also eliminates the existing step-downs.  As of
Dec. 31, 2010, Diversey was in compliance with its applicable
financial covenants.  Based on the company's credit agreement
EBITDA of $453 million and pro forma net debt of $1.1 billion,
Diversey, Inc.'s leverage stood at approximately 2.4x as
calculated under the credit agreement and excluding debt at
Diversey Holdings.  A drawdown of the incremental term loan
facility without refinancing of existing debt would increase the
leverage to roughly 3.5x.

In fiscal 2010, Diversey's revenues were essentially flat at
$3.1 billion.  The company's operating EBITDA, as calculated by
Fitch, improved to $423 million or 13.5% of sales from $384
million or 12.3% in fiscal 2009.  The improvements were driven by
a combination of price increases, benefits from past restructuring
actions and favorable material costs.  The company's consolidated
gross debt including debt at Diversey Holdings stood at $1.5
billion including $815 million outstanding under the existing term
loans, $400 million senior unsecured notes and $24 million short-
term debt as well as Diversey Holdings' $263 million senior note.
Diversey Holdings' notes are structurally subordinated to all debt
at Diversey Inc. The company had reduced its debt by $152 million
in 2010.  As of Dec. 31, 2010, the company's liquidity consisted
of $169 million cash on-hand and approximately $246 million
available under the revolving credit facility after adjusting for
$4 million in outstanding letters of credit.  Diversey also has
additional uncommitted working capital facilities in place.  In
2010, the company cancelled its EUR and US$ securitization
programs.

Upcoming near and medium-term debt maturities are very manageable,
consisting mainly of scheduled amortizations of the existing term
loan (1% of notional or approximately $9.5 million annually) and
the company's $24 million short-term debt.  The next major
maturities are the existing term loans with $777 million due in
November 2015 after scheduled amortizations, followed by the
$400 million senior unsecured notes due 2019 and Diversey
Holdings' $263 million senior notes due 2020.

At this time, Diversey has not indicated its intention to draw
under the $500 million incremental term loan facility.  Fitch
would review its ratings with negative implications, if Diversey
draws under the incremental facility with proceeds used in a way
that meaningfully increases the company's leverage.  A positive
rating action could be considered if Diversey continues to reduce
its debt while maintaining or improving its profitability and cash
flows.

Fitch currently rates Diversey:

Diversey Inc.

  -- Long-term IDR 'B-';

  -- Senior Secured Credit Facilities (Term Loans and Revolving
     Credit Facility) 'BB-/RR1';

  -- Senior Unsecured Notes 'B-/RR4'.

Diversey Holdings Inc.

  -- Long-term IDR 'B-';
  -- Holdings Senior Notes 'CC/RR6'.

JohnsonDiversey Canada, Inc. (a co-borrower under the senior
secured credit facilities)

  -- Long-term IDR 'B-'.

JohnsonDiversey Holdings II B.V. (a co-borrower under the senior
secured credit facilities)

  -- Long-term IDR 'B-'.

The Rating Outlook is Positive.


DJSP ENTERPRISES: Securities Delisted From NASDAQ Stock Market
--------------------------------------------------------------
DJSP Enterprises, Inc., notified the U.S. Securities and Exchange
Commission that its ordinary shares, warrants, and units have been
removed from The NASDAQ Stock Market, LLC.

                      About DJSP Enterprises

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

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

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

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

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DYNEGY INC: Three Directors Do Not Own Any Securities
-----------------------------------------------------
In separate Form 3 filings with the U.S. Securities and Exchange
Commission, Thomas W. Elward, Vincent J. Intrieri and Samuel J.
Merksamer, directors at Dynegy Inc., disclosed that they do not
own any securities of the Company.

                         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.


EASTMAN KODAK: A. McCorvey Has 11,319 Restricted Stock Units
------------------------------------------------------------
In an amended Form 3 filing with the U.S. Securities and Exchange
Commission, Antoinette P. McCorvey, senior vice president at
Eastman Kodak Co., disclosed that she beneficially owns 11,319.42
restricted stock units of the Company.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of Dec. 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


EASTMAN KODAK: Inks Indenture for $250-Mil. 10.625% Sr. Notes
-------------------------------------------------------------
Eastman Kodak Company, on March 15, 2011, entered into an
Indenture by and among the Company, the Subsidiary Guarantors and
The Bank of New York Mellon, as trustee and as second lien
collateral agent, relating to the issuance by the Company of $250
million aggregate principal amount of its 10.625% Senior Secured
Notes due 2019.  The net proceeds to the Company from the sale of
the Notes were approximately $241 million.  Certain terms and
conditions of the Notes and the Indenture are:

                             Interest

The Notes bear interest at the rate of 10.625% per annum, which is
payable semiannually in arrears on March 15 and September 15 of
each year beginning on Sept. 15, 2011.

                              Ranking

The Notes are the Company's senior secured obligations and rank
senior in right of payment to any future subordinated
indebtedness; rank equally in right of payment with all of the
Company's existing and future unsubordinated indebtedness
including its 9.75% Senior Secured Notes due 2018; are effectively
senior in right of payment to the Company's existing and future
unsecured indebtedness to the extent of the collateral securing
the Notes; are effectively subordinated in right of payment to
indebtedness secured by first-priority liens, including
indebtedness under the Company's amended and restated credit
agreement, dated as of March 31, 2009, as amended, or secured by
assets that are not part of the collateral securing the Notes, in
each case to the extent of the collateral securing such
indebtedness; and effectively are subordinated in right of payment
to all existing and future liabilities, including trade payables,
of the Company's non-guarantor subsidiaries.

                             Guarantees

The Notes are fully and unconditionally guaranteed on a senior
secured basis by each of the Company's existing and future wholly-
owned direct and indirect domestic subsidiaries, subject to
certain exceptions.  Each Guarantee of the Subsidiary Guarantors
ranks senior in right of payment to all existing and future
subordinated indebtedness of the applicable Subsidiary Guarantor;
ranks equally in right of payment with all existing and future
unsubordinated indebtedness of the applicable Subsidiary
Guarantor; is effectively senior in right of payment to the
applicable Subsidiary Guarantor's existing and future unsecured
indebtedness to the extent of the collateral securing the
Guarantees; is effectively subordinated in right of payment to its
guarantees secured by first-priority liens, including its
guarantee under the Credit Agreement, or secured by assets that
are not part of the collateral securing the Guarantees, in each
case to the extent of the collateral securing such Guarantees; and
is effectively subordinated in right of payment to all existing
and future indebtedness and other liabilities of any subsidiary of
a Subsidiary Guarantor that is not also a guarantor of the Notes.

                              Security

The Notes and the Guarantees are secured by second-priority liens,
subject to permitted liens, on substantially all of the Company's
domestic assets and substantially all of the domestic assets of
the Subsidiary Guarantors pursuant to the Security Agreement
executed and delivered in connection with the March 5, 2010
closing of the Company's 9.75% Senior Secured Notes due 2018 and a
supplement to the Security Agreement executed and delivered in
connection with the closing of the Notes.

                        Optional Redemption

At any time prior to March 15, 2015, the Company may redeem the
Notes, in whole or in part, at a purchase price of 100% of the
principal amount of the Notes to be redeemed plus accrued and
unpaid interest to, but excluding, the redemption date, plus a
"make-whole" premium.  At any time and from time to time on or
after March 15, 2015, the Company may redeem the Notes, in whole
or in part, at certain redemption prices expressed as percentages
of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest to, but excluding, the redemption date.  In
addition, before March 15, 2014, the Company may redeem up to 35%
of the Notes at a redemption price equal to 110.625% of the
principal amount thereof plus accrued and unpaid interest to, but
excluding, the redemption date, using proceeds from certain equity
offerings, provided that the redemption takes place within 120
days after the closing of the related equity offering, and not
less than 65% of the original aggregate principal amount of the
Notes remains outstanding immediately thereafter.

                         Change of Control

Upon the occurrence of a change of control, as defined in the
Indenture, each holder of the Notes has the right to require the
Company to repurchase some or all of such holder's Notes at a
purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest to, but excluding, the
repurchase date.

                             Covenants

The Indenture contains covenants limiting, among other things, the
Company's ability and the ability of the Company's restricted
subsidiaries to:

     * incur additional debt or issue certain preferred stock;

     * pay dividends or make distributions in respect of capital
       stock or make other restricted payments;

     * make principal payments on, or purchase or redeem
       subordinated indebtedness prior to any scheduled principal
       payment or maturity;

     * make certain investments;

     * sell assets;

     * create liens on assets;

     * consolidate, merge, sell or otherwise dispose of all or
       substantially all of the Company's and its subsidiaries'
       assets, taken as a whole;

     * enter into certain transactions with affiliates; and

     * designate the Company's subsidiaries as unrestricted
       subsidiaries.

These covenants are subject to a number of important exceptions
and qualifications.

                         Events of Default

The following constitute events of default under the Indenture
that could, subject to certain conditions, cause the Notes to
become immediately due and payable:

     * the Company defaults in the payment of the principal of any
       Note when due;

     * the Company defaults in the payment of any interest on any
       Note when due, and such default continues for a period of
       30 days;

     * the Company fails to make an offer to purchase and accept
       and pay for Notes tendered when and as required pursuant to
       the covenants relating to changes in control or asset '
       sales;

     * the Company defaults under any other provision of the
       Indenture or the Notes that continues for 60 days after
       written notice to the Company by the trustee or the holders
       of at least 25% of the aggregate principal amount of the
       Notes;

     * there occurs with respect to any debt of the Company or any
       of its subsidiaries having an outstanding principal amount
       of $50 million or more in the aggregate (i) an event of
       default that results in such debt being due and payable
       prior to its scheduled maturity or (ii) failure to make a
       principal payment at scheduled maturity and, in each case,
       such defaulted payment is not made, waived or extended
       within the applicable grace period;

     * one or more final judgments or orders for the payment of
       money are rendered against the Company or any of its
       subsidiaries and are not paid or discharged, and there is a
       period of 60 consecutive days following entry of the final
       judgment or order that causes the aggregate amount for all
       those final judgments or orders outstanding and not paid or
       discharged to exceed $50 million during which a stay of
       enforcement is not in effect;

     * certain events of bankruptcy or insolvency of the Company
       or any of its significant subsidiaries;

     * any Guarantee ceases to be in full force and effect or a
       Subsidiary Guarantor denies or disaffirms its obligations
       under its Guarantee; and

     * the liens created by the Security Agreement do not
       constitute a valid and perfected lien on any material
       portion of the collateral, subject to certain exceptions,
       or the Security Agreement will be terminated or cease to be
       in full force and effect or the Company or any Subsidiary
       Guarantor contests the enforceability of the Security
       Agreement.

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

                        http://is.gd/hRivhx

                        Security Agreement

In connection with the issuance of the Notes, the Company and the
Subsidiary Guarantors entered into a supplement, dated as of
March 15, 2011, to the security agreement, dated as of March 5,
2010, with The Bank of New York Mellon, as collateral agent,
pursuant to which the Notes and the Guarantees are secured by
second-priority liens, subject to permitted liens, on
substantially all of the Company's domestic assets and
substantially all of the domestic assets of the Subsidiary
Guarantors.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of Dec. 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.


EMIVEST AEROSPACE: March 14 Auction for All Assets Cancelled
------------------------------------------------------------
Emivest Aerospace Corporation has cancelled the March 14 auction
in connection with the sale of substantially all of its assets.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
Wilmington, Delaware -- rdehney@mnat.com -- informs the Court that
the Debtor has determined, in accordance with the Court-approved
bid procedures, that it has not received two or more qualified
bids.

The U.S. Bankruptcy Court for the District of Delaware previously
authorized the Debtor conduct an auction to sell substantially all
of its assets to check whether there are better and higher offers
than MT, LLC's stalking horse offer.  MT has agreed to purchase
the Debtor's assets for $7,625,00 in cash plus the assumption of
liabilities, including certain secured liabilities in the
aggregate amount of $3,212,500 relating to SJ30 aircraft serial
nos. 009 and 012.

                     About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor


EMIVEST AEROSPACE: Court OKs 4th Credit Agreement Amendment
-----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved, and authorized Emivest Aerospace
Corporation to enter into, the fourth amendment to the Debtor-in-
Possession Credit and Security Agreement.

The Credit Agreement was entered into on Oct. 27, 2010, among the
Debtor, Counsel RB Capital LLC and EAI Capital LLC.

The Bankruptcy Court maintained that in the event that any of the
events set forth in the sale transaction schedule, as amended by
the Fourth DIP Amendment, fails to occur by the dates set forth in
that schedule, Counsel RB as agent will be authorized to
immediately exercise its rights and remedies under the Credit
Agreement, including the right to market and sell the Debtor's
assets free and clear of all liens, claims and encumbrances
pursuant to Section 363 of the Bankruptcy Code, without further
Court order.

                     About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor


ESTAD LLC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Estad LLC
        301 E. Pine Street
        Orlando, FL 32801

Bankruptcy Case No.: 11-03915

Chapter 11 Petition Date: March 21, 2011

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

Debtor's Counsel: Arvind Mahendru, Esq.
                  JOSEPH E. SEAGLE, PA
                  924 W. Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 770-0100 Ext: 111
                  Fax: (407) 770-0200
                  E-mail: am@seaglelaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Sean McElvaney, manager member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nancy P. Lewis Revocable Trust     --                   $1,961,215
250 E. Colonial Drive, Suite 300
Orlando, FL 32801


FIDELITY PROPERTIES: Court Confirms Amended Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
confirmed the first amended Chapter 11 plan of reorganization of
Fidelity Properties Group LLC

Under the Plan, the reorganized Debtor will continue to exist and
conduct its business as a for profit corporation/LLC, in good
standing under the laws of the State of Florida.  The Plan will be
funded from:

   a) funds from the Debtor's existing accounts and general sales
      income.

   b) sale by agreement and public auction of real property within
      six months of confirmation.

Under the Plan, among other things, the Debtor will pay certain
creditors post-confirmation payments monthly commencing 30 days
after confirmation, and issue a promissory note for the pre- and
post-petition arrearage, agreeing to pay said sum over 5 years on
a monthly basis.  The Debtor will issue a promissory note for the
missed payment, at 100% on the dollar without interest over five
years with payments being made monthly.

A full-text copy of the Chapter 11 plan, as amended, is available
for free at http://ResearchArchives.com/t/s?7572

                   About Fidelity Properties

Orlando, Florida-based Fidelity Properties Group LLC owns 11 real
estate properties.  The Company filed for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 10-05510) on April 1, 2010.  Lawrence
M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla., represents
the Debtor in its restructuring effort.  The Company disclosed
$10,333,188 in assets and $3,593,828 in debts as of the Petition
Date.


FISHER ISLAND: Lawyers Disagree Over Next Move
----------------------------------------------
Dow Jones' DBR Small Cap reports that creditors are seeking a
trustee for Fisher Island Investments Inc.

DBR Small Cap also reports that attorneys claiming to represent
Fisher Island are at odds over the ownership of the private-island
resort community off the coast of Miami as well as whether
creditors should be allowed to push it into bankruptcy protection.

According to DBR Small Cap, Darin A. DiBello, Esq., at DiBello,
Lopez & Castillo on Monday filed court papers saying Fisher Island
Investments would consent to the involuntary Chapter 11 petition
that creditors owed $32.4 million filed against it last Thursday.

However, DBR continues, Joseph Rebak, Esq. -- jlr@tewlaw.com -- at
Tew Cardenas on Tuesday said of DiBello that "we are absolutely
not on the same team" and that Fisher Island Investments would
oppose the involuntary bankruptcy filing.

"There's a fight that is pending in the state court down here as
to who represents Fisher Island [and] who is the ultimate owner
over Fisher Island," Mr. Rebak said in an interview, according to
DBR.

                        About Fisher Island

Fisher Island Investments, Inc., in Miami Beach, Florida, was
placed in bankruptcy pursuant to an involuntary Chapter 11
petition (Bankr. S.D. Fla. Case No. 11-17047) filed by creditors
on March 17, 2011.  Judge Laurel M. Isicoff is overseeing the
case.  The Petitioners are represented by Craig A. Pugatch, Esq.,
at Rice Pugatch Robinson & Schiller, P.A.  The Petitioners are
Solby & Westbrae Partners, purportedly owed $15,639,375; 19 SHC
Corp., owed $13,249,020; Ajna Brands, Inc., owed $639,753;
601/1700 NBC LLC, owed $2,390,355; Axafina, Inc., owed $357,779;
and Oxana Adler LLM, owed $161,352.

The Petitioning Creditors also placed Little Rest Twelve,
Inc., aka Ajna Bar or Buddha Bar NYC (Bankr. S.D. Fla. Case No.
11-17061) and Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla.
Case No. 11-17051) in bankruptcy on the same day.  Judge A. Jay
Cristol has been assigned to the two cases.


FRED HILL: Court Approves Plan of Reorganization
------------------------------------------------
The Kitsap Sun reports that a business reorganization plan for
Fred Hill Materials in Poulsbo was approved by the U.S. Bankruptcy
Court and the Company's creditors.  Fred Hill will remain under
court jurisdiction until its past debt is paid off, the report
notes.

Fred Hill Materials delivers and supplies sand and gravel.  The
Company filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 10-10987) in February 2010.  The Debtor disclosed assets of $1
million to $10,000,000.


GAMETECH INT'L: Delays Filing of Jan. 30 Quarterly Report
---------------------------------------------------------
GameTech International, Inc., notified the U.S. Securities and
Exchange Commission that it is unable to file its Form 10-Q for
the period ended Jan. 30, 2011, within the prescribed time period
without unreasonable effort and expense.  The Company said that
effective as of March 1, 2011, Ms. Suzanne Chennault resigned as
the Interim Chief Financial Officer and Controller of the Company.
Mr. Andrew E. Robinson has been appointed to replace Ms. Chennault
as the Chief Financial Officer of the Company.

As a result of the transition of the Company's Chief Financial
Officer, the process of compiling and disseminating the
information required to be included in the Report, as well as the
completion of the required review of the Company's financial
information, could not be completed in a timely manner without
incurring undue hardship and expense, the Company said.  The
Company will use all available commercially reasonable efforts to
file its Form 10-Q no later than March 22, 2011, as prescribed in
Rule 12b-25, but can give no assurance that the Report will be
filed on that date.

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with
a net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.


GENERAL MOTORS: Files Second Amended Joint Chapter Plan
-------------------------------------------------------
Motors Liquidation Company, et al., fka General Motors Corp., et
al., have filed with the U.S. Bankruptcy Court for the Southern
District of New York their second amended joint Chapter 11 plan.

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

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

As reported by the Troubled Company Reporter on Dec. 10, 2010,
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York issued on Dec. 8, 2010, a formal
order approving, on a final basis, the Disclosure Statement for
the Amended Joint Chapter 11 Plan of Reorganization filed by
Motors Liquidation Company and its debtor affiliates.  Full-text
copies of the Amended Plan and Disclosure Statement,
dated December 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

On March 18, 2011, the Debtors filed a second amendment to the
Plan, which changes, among other things, the allowed Eurobond
Claims.  The Second Amended Plan says that the Eurobond Claims
under that certain Fiscal and Paying Agency Agreement, dated as of
July 3, 2003, among General Motors Corporation, Deutsche Bank AG
London, and Banque Generale du Luxembourg S.A. will be allowed in
the amount of $3,770,634,476.

The First Amended Plan states that the Eurobond Claims under that
certain Fiscal and Paying Agency Agreement, dated as of July 3,
2003, among General Motors Corporation, Deutsche Bank AG London,
and Banque Generale du Luxembourg S.A. will be allowed in the
amount of $3,772,694,419.

The Second Amended Plan says that upon the dissolution of MLC,
(i) the Residual wind-down assets will be transferred to the GUC
Trust established under the plan in accordance with the GUC Trust
agreement executed by the Debtors and Wilmington Trust Company,
the GUC Trust Administrator; (ii) the Indenture Trustee/Fiscal and
Paying Agent Reserve Cash will be transferred to the GUC Trust,
and (iii) all remaining assets of MLC will be transferred to the
Avoidance Action Trust at the sole discretion of Wilmington Trust,
as the avoidance action trust administrator, and will constitute
avoidance action trust assets, and any remaining assets not
transferred to the avoidance action trust will be deemed abandoned
by the Debtors for all purposes without the necessity for any
other or further actions to be taken by or on behalf of the
Debtors.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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


GENERAL MOTORS: Has Settlement with EPA on Unsecured Claim
----------------------------------------------------------
BankruptcyData.com reports that Motors Liquidation Co. filed with
the U.S. Bankruptcy Court a motion for an order approving the
consent decree and settlement agreement between the United States
of America on behalf of the United States Environmental Protection
Agency and the Debtors, partially resolving an unsecured claim
filed by the U.S.

BData says the claim alleges that the Debtors are liable to the
United States for costs in excess of $2 billion relating to
liabilities at numerous third-party sites and for violations of
certain federal environmental statutes.

According to BData, the settlement agreement reached by the
parties provides the United States with, among other things, an
allowed general unsecured claim in the total amount of $36,290,270
and a disputed general unsecured claim in the face amount of $250
million for all remaining non-settled claims set forth in the
claim.  If approved, the settlement permits the Debtors to free up
reserves of approximately $1.75 billion that were previously
reserved on account of the claim, thus increasing the initial
distribution to the Debtors' creditors.

                         About General Motors

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

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

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

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

                     About Motors Liquidation

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

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


GENTIVA HEALTH: S&P Reinstates 'BB-' Credit Facility Ratings
------------------------------------------------------------
Standard & Poor's Rating Services has corrected a press release
wherein ratings of Gentiva Health Services Inc.'s debt were
withdrawn in error.  The ratings have been reinstated.

S&P said that it reinstated ratings on Gentiva Health Services
Inc.'s senior secured credit facility.  The issue-level ratings
are 'BB-' (one notch higher than the corporate credit rating)
with a recovery rating of '2'.  The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery of principal in
the event of default.

On March 9, 2011, Gentiva refinanced its credit facility, reducing
the amount if its term loan A to $180 million from $200 million
and its term loan B to $546.6 million from $550 million.  The
amount of the revolving credit facility remained $125 million.
The company negotiated more favorable pricing and relaxed the
interest coverage covenant.  The maturity dates and amortization
schedule remained the same.

The 'B+' corporate credit rating on Gentiva remains unchanged.

                          Ratings List

                   Gentiva Health Services Inc.

        Corporate Credit Rating              B+/Stable/--

                       Ratings Reinstated

                   Gentiva Health Services Inc.

                         Senior Secured

             $125 mil revolving credit facility
             due 2015                            BB-
               Recovery Rating                   2

             $180 mil term loan A due 2015       BB-
               Recovery Rating                   2

             $546.6 mil term loan B due 2016     BB-
               Recovery Rating                   2


GLOBAL DIVERSIFIED: Delays Filing of Jan. 31 Quarterly Report
-------------------------------------------------------------
Global Diversified Industries, Inc., notified the U.S. Securities
and Exchange Commission that it is unable to file its Quarterly
Report on Form 10-Q for the period ended Jan. 31, 2011 within the
prescribed time period due to its difficulty in completing and
obtaining required financial and other information without
unreasonable effort and expense.

                      About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Oct. 31, 2010, showed
$14.20 million in total assets, $10.31 million in total
liabilities, $7.51 million in net preferred stock series D, $1.75
million in net preferred stock series C, and $3.04 million in net
preferred stock series C, and stockholders' deficit of
$8.41 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
results for the fiscal year ended April 30, 2010.  The independent
auditors noted that the Company has suffered recurring losses and
has generated negative cash flows from operations.


GOLDEN EYE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Golden Eye Land Developers, LLC
        536 E. Main Street
        Patchogue, NY 11772

Bankruptcy Case No.: 11-17483

Chapter 11 Petition Date: March 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Mark Bonacquisti, Esq.
                  MOFFA & BONACQUISTI, P.A.
                  7771 W. Oakland Park Boulevard, #141
                  Sunrise, FL 33131
                  Tel: (954) 634-4733
                  Fax: (954) 634-4741
                  E-mail: trusteeattorney@gmail.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 six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-17483.pdf

The petition was signed by Angelo Oliveri, managing member.


GRIZ LEE: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Griz Lee, LC
        6165 NW 86th Street
        Johnston, IA 50131

Bankruptcy Case No.: 11-01072

Chapter 11 Petition Date: March 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jerrold Wanek, Esq.
                  GARTEN & WANEK
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.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 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/iasb11-01072.pdf

The petition was signed by Randal L. Walters, operating manager.


GUARANTY FINANCIAL: Files Liquidation Plan Supplement
-----------------------------------------------------
BankruptcyData.com reports that Guaranty Financial Group filed
with the U.S. Bankruptcy Court a Plan Supplement in support of the
Debtors' Amended Joint Plan of Liquidation. The Plan Supplement
contains drafts of the Second Amended and Restated Certificate of
Incorporation of GFG, and the Amended and Restated Bylaws of GFG.

                    About Guaranty Financial

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

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


HATHAWAY ENTERPRISES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Hathaway Enterprises, Inc., filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities disclosing, among other things, total assets of
$20,105,315 and total liabilities of $11,552,248.

The Debtor also disclosed that it owns an industrial warehouse
located at 2011 N. Soto St., in Los Angeles, California, with a
current value of $20,100,000.  The Debtor's other assets
compromise of $5,240 worth of security deposits with Westwood
Terrace, an office landlord.

Soto Development Associates, LLC, holds an $11,469,980 claim
secured by a mortgage in the Debtor's Los Angeles industrial
warehouse.  The Los Angeles Tax Collector also holds a $70,863
unsecured priority claim against the Debtor for Dec. 10, 2010 and
April 10, 2011 annual property taxes.  Eight entities hold
unsecured non-priority claims totaling $11,404.

A full-text copy of the Hathaway Enterprises Schedule is available
for free at http://bankrupt.com/misc/hathsal.pdf

Los Angeles, California-based Hathaway Enterprises, Inc., filed
for Chapter 11 bankruptcy protection on Feb. 22, 2011 (Bankr.
C.D. Calif. Case No. 11-17426).  Vincent S. Kim, Esq., at the
Law Offices of Vincent S. Kim & Associates, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million.


HAWKS PRAIRIE: Court Approves Amended Exit Plan
-----------------------------------------------
According to the court docket in the bankruptcy case of Hawks
Prairie Investment LLC, Judge Brian D. Lynch has confirmed the
Debtor's Amended Chapter 11 Plan of Reorganization.

The Debtor filed the Amended Plan on Feb. 23.  The hearing was
continued to March 4.

As reported in the Troubled Company Reporter on Dec. 27, 2010, the
Plan provides Hawks Prairie until March 15 to sell 337 acres of
undeveloped real property in Lacey, Washington, for a minimum net
price of $35 million.  If a sale occurs, the proceeds will be used
first to pay secured claims in the order of their priority and
then, if any funds are left, to pay unsecured claims.  To the
extent the third deed of trust held by Howard Talbitzer and
Anthony Glavin is void or avoided, the sale proceeds that
otherwise would have been paid to T/G will be available to pay
unsecured claims.  If there has not been a sale of the property by
March 15, HomeStreet Bank and T/G may hold non-judicial
foreclosure sales.  A copy of the Disclosure Statement is
available for free at http://bankrupt.com/misc/HAWKSPRAIRIE_DS.pdf

                 About Hawks Prairie Investment LLC

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection on August 13, 2010 (Bankr. W.D. Wash. Case
No. 10-46635).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case
No. 09-47915).

The U.S. Trustee was unable to form a committee of unsecured
creditors in the Debtor's case.


HOTEL LOS GATOS: In Talks Over Plan to Switch Management
--------------------------------------------------------
Chapter11Cases.com reported that Los Gatos Hotel Corporation and
its primary secured creditor, GCCFC 2006-GG7 Los Gatos Lodging
Limited Partnership, filed a joint status report earlier this
month detailing certain key issues in Los Gatos Hotel's
bankruptcy.

According to Chapter11Cases.com, the status report addresses three
key motions in the case:

    * Los Gatos Hotel's motion to use the secured creditor's
      cash collateral;

    * GCCFC's motion for adequate protection; and

    * Los Gatos Hotel's motion to assume an amended and
      restated management agreement with Folio Hospitality
      Management, Inc.

According to Chapter11Cases.com, since Jan. 11, Los Gatos Hotel
has been operating under interim approval of its cash collateral
motion and the secured creditor has consented to several
extensions of the Debtor's cash collateral use.  The motion to
assume the agreement with Folio Hospitality Management was filed
on March 3, 2011, although initial court filings expressed the
Debtor's intent to transfer management of the hotel property from
Joie de Vivre Hospitality, Inc. to Folio and Preferred Hotel
Group.  However, Joie de Vivre continues to manage the property
and the joint status report states that the secured creditor
continues to have reservations about the transfer of management.

According to Chapter11Cases.com, the status report, as well as a
monthly operating report also filed earlier this month, provides
insight into the financial performance of the hotel since its
bankruptcy filing.  Pursuant to the monthly operating report, the
hotel posted a small operating profit in January and increased its
cash balance by over 50% between the bankruptcy filing date and
Jan. 31.

According to Chapter11Cases.com, the status report puts those
numbers into additional context, noting that the Debtor both
exceeded projected revenues and bettered its expense projections
in January and February, despite those months historically being
amongst the slowest months of the year.  From the petition date to
Feb. 27, revenues had exceeded projections by approximately
$12,000 and costs were lower than projections by almost $104,000.

Despite the hotel's performance beating projections, the
management of the hotel remains a potential obstacle to its
reorganization.  According to Chapter11Cases.com, the Debtor wants
to shift management to Folio but the secured creditor has
concerns.  To obtain the secured creditor's consent, the Debtor,
Folio and the secured creditor are attempting to negotiate two
agreements -- an Assignment and Subordination of Management
Agreement and a comfort letter.  The status report notes that it
is unlikely that the agreements will be finalized by the March 11
hearing, but that Joie de Vivre has also informed the Debtor that
it wants a resolution of its management responsibilities by the
end of this month.  Therefore, if the Folio/Preferred agreements
cannot be finalized in time to transfer management by the end of
this month, the management issues may be the subject of a court
hearing later this month.

                       About Los Gatos Hotel

Los Gatos Hotel Corporation owns the Hotel Los Gatos, a Joie de
Vivre Hotel.  San Jose, California-based Los Gatos Hotel Corp. was
formed in 2000 to build and operate Hotel Los Gatos, a full-
service boutique hotel in downtown Los Gatos, California.

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


IMPERIAL CAPITAL: Seeks to Expand Ernst & Young Employment Scope
----------------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp filed
with the U.S. Bankruptcy Court a motion seeking to expand the
scope of the employment and retention of Ernst & Young (Contact:
Linda McCall) as its tax services provider and to provide services
in accordance with new SOWs for these hourly rates:

   * national executive director/principal/partner at $860 to
     $970,

   * executive director/principal/partner at $800 to $820,

   * manager/senior manager at $660 to $810,

   * staff/senior at $175 to $610.

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  The Company estimated its assets at $10 million to
$50 million and debts at $100 million in its Chapter 11 petition.


IRVINE SENSORS: Sells $2MM of Senior Secured Note to Costa Brava
----------------------------------------------------------------
Irvine Sensors Corporation, on March 16, 2011, issued and sold to
an accredited investor, Costa Brava Partnership III L.P., in an
initial closing a 12% Senior Subordinated Secured Promissory Note
due March 16, 2013 in the aggregate principal amount of
$2,000,000.  The proceeds of the Financing will be used to repay
those certain convertible and non-convertible debentures that were
issued by the Company in March 2010.

The Note bears interest at a rate of 12% per annum, due and
payable quarterly in cash within 10 business days of the end of
each calendar quarter, calculated on the simple interest basis of
a 365-day year for the actual number of days elapsed.  The
foregoing notwithstanding, until that certain Secured Promissory
Note dated April 14, 2010 by and between the Company to Timothy
Looney is repaid in full, cash interest on the Note must instead
be paid by adding the amount of such interest to the outstanding
principal amount of the Notes as "PIK" interest.  The Note is
secured by substantially all of the assets of the Company pursuant
to a Security Agreement dated March 16, 2011 between the Company
and Costa Brava as representative of the Note holders, but the
liens securing the Note are subordinate to the liens securing the
indebtedness of the Company to Summit Financial Resources, L.P.
under that certain Financing Agreement dated as of June 16, 2009,
and subordinate in right of payment to the Looney Note.

Subject to the subordination to the Looney Note, the amounts owing
under the Note may be accelerated upon the occurrence of certain
events of default, such as:

   (i) a change in control of the Company;

  (ii) failure to pay to any holder any amounts when and as due
       under the Note or any other transaction document in
       connection therewith;

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

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

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

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

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

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

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

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

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

Pursuant to the terms of the Note, unless the successor entity
assumes the obligations under the Note and Transaction Documents,
the Company may not directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into another entity
or person, (ii) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the assets of the Company
to another entity or person, (iii) allow another person or entity
to make a purchase, tender or exchange offer that is accepted by
the holders of more than the 50% of the outstanding shares of
Common Stock, (iv) consummate a stock purchase agreement or other
business combination with another person or entity whereby such
other person or entity acquires more than the 50% of the
outstanding shares of Common Stock, or (v) reorganize,
recapitalize or reclassify its Common Stock.

The Note also restricts the Company from (A) directly or
indirectly, incurring or guaranteeing, assuming or suffering to
exist any indebtedness, other than the Notes, the Looney Note and
certain other permitted indebtedness; (B) allowing or suffering to
exist any mortgage, lien, pledge, charge, security interest or
other similar encumbrance upon or in any property or assets owned
by the Company or any of its subsidiaries other than existing
liens securing the Looney Note and certain other permitted liens;
and (C) during an event of default, directly or indirectly,
redeeming, defeasing, repurchasing, repaying or making any
payments in respect of, by the payment of cash or cash
equivalents, all or any portion of any indebtedness expressly
subordinate to the Note.

In connection with the Financing, on March 16, 2011, the Company
also entered into an Omnibus Amendment with Costa Brava and The
Griffin Fund LP amending those certain 12% Subordinated Secured
Convertible Notes due Dec. 23, 2015 and the security agreement
covering the Convertible Notes, to permit the Financing and to
subordinate the liens securing the Convertible Notes to the liens
securing the Note.  The Note has not been registered under the
Securities Act of 1933 and may not be offered or sold absent
registration or an applicable exemption from registration. The
Company may expand the Financing.

                       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.


JAMES RIVER: Reports $78.16 Million Net Income in 2010
------------------------------------------------------
James River Coal Company filed its annual report on Form 10-K
reporting net income of $78.16 million on $701.11 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $50.95 million on $681.56 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed
$784.56 million in total assets, $537.18 million in total
liabilities and $247.38 million in total shareholders' equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/NGv2uh

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The TCR reported on May 31, 2010 that Moody's Investors Service
upgraded James River Coal Company's ratings, including the
Corporate Family Rating which was raised to Caa2 from Caa3.  This
action concludes the review initiated on Dec. 7, 2009.  The rating
outlook is stable.  The speculative grade liquidity rating remains
SGL-2.  The Caa2 CFR incorporates Moody's concerns about the
potential for significant operating and financial risk over the
intermediate term.

In the May 14, 2011 edition of the TCR, Moody's placed the ratings
of James River Coal Company on review for possible upgrade
following the company's announcement that it has signed a
definitive agreement to acquire International Resource Partners
and Logan & Kanawha Coal Company, LLC, for $475 million in cash.


JAMES RIVER: Plans to Offer 6 Million Shares of Common Stock
------------------------------------------------------------
James River Coal Company said it intends to offer, subject to
market conditions, six million shares of its common stock pursuant
to its effective shelf registration statement filed with the
Securities and Exchange Commission.  The Company expects to grant
the underwriters a 30-day option to purchase additional shares of
Common Stock solely to cover over-allotments, if any.

James River intends to use the net proceeds of the offering to pay
a portion of the purchase price and other costs and expenses
related to its previously announced acquisition of International
Resource Partners LP.  Any remaining net proceeds, or all proceeds
if the acquisition is not consummated, will be used for general
corporate purposes, which may include acquiring or investing in
businesses or repayment of debt.

UBS Securities LLC and Deutsche Bank Securities Inc. are serving
as Joint Book-Running Managers for the Common Stock offering.  The
Common Stock will be issued pursuant to an effective shelf
registration statement that was previously filed with the SEC and
declared effective on Sept. 23, 2010.  Copies of the preliminary
prospectus supplement and related base prospectus for the offering
will be filed with the SEC and available on the SEC's website,
www.sec.gov.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The TCR reported on May 31, 2010 that Moody's Investors Service
upgraded James River Coal Company's ratings, including the
Corporate Family Rating which was raised to Caa2 from Caa3.  This
action concludes the review initiated on Dec. 7, 2009.  The rating
outlook is stable.  The speculative grade liquidity rating remains
SGL-2.  The Caa2 CFR incorporates Moody's concerns about the
potential for significant operating and financial risk over the
intermediate term.

In the May 14, 2011 edition of the TCR, Moody's placed the ratings
of James River Coal Company on review for possible upgrade
following the company's announcement that it has signed a
definitive agreement to acquire International Resource Partners
and Logan & Kanawha Coal Company, LLC, for $475 million in cash.


JAMES RIVER: To Sell $125MM Convertible Notes & $250MM Sr. Notes
----------------------------------------------------------------
James River Coal Company said it intends to concurrently offer,
subject to market conditions and other factors, $125 million
aggregate principal amount of convertible senior notes due 2018
and $250 million aggregate principal amount of senior notes due
2019 to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended, and, in the case of the
Senior Notes, outside the United States to non-U.S. persons in
compliance with Regulation S under the Securities Act.  James
River also intends to grant to the initial purchasers of the
Convertible Notes an option to purchase up to an additional $18.75
million aggregate principal amount of the Convertible Notes solely
to cover over-allotments, if any.

The Convertible Notes will be general unsecured senior obligations
of James River, will pay interest semi-annually, and will be
convertible during certain periods and under certain
circumstances.  Upon conversion, holders of the Convertible Notes
will receive, at the election of James River, cash, shares of
James River's common stock or a combination of cash and shares of
James River's common stock.

The Senior Notes are being offered by a wholly-owned subsidiary of
James River, but James River expects to assume all obligations of
such entity with respect to the Senior Notes upon the closing of
its previously announced acquisition of International Resource
Partners LP.  When assumed by James River from its subsidiary, the
Senior Notes will be general unsecured obligations of James River
and will be guaranteed by all the subsidiaries of James River.
The Senior Notes will be redeemed, however, if the acquisition is
abandoned or is not consummated on or prior to June 1, 2011.

James River intends to use the net proceeds of these offerings to
pay a portion of the purchase price and other costs and expenses
related to its previously announced acquisition of International
Resource Partners LP and any remaining proceeds for general
corporate purposes, which may include acquiring or investing in
businesses or repayment of debt.  If the acquisition is not
consummated, James River will redeem the Senior Notes and, if it
does not exercise its related option to redeem the Convertible
Senior Notes, will use the net proceeds of the Convertible Notes
for general corporate purposes, which may include acquiring or
investing in businesses or repayment of debt.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The TCR reported on May 31, 2010 that Moody's Investors Service
upgraded James River Coal Company's ratings, including the
Corporate Family Rating which was raised to Caa2 from Caa3.  This
action concludes the review initiated on Dec. 7, 2009.  The rating
outlook is stable.  The speculative grade liquidity rating remains
SGL-2.  The Caa2 CFR incorporates Moody's concerns about the
potential for significant operating and financial risk over the
intermediate term.

In the May 14, 2011 edition of the TCR, Moody's placed the ratings
of James River Coal Company on review for possible upgrade
following the company's announcement that it has signed a
definitive agreement to acquire International Resource Partners
and Logan & Kanawha Coal Company, LLC, for $475 million in cash.


JAMES RIVER: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Richmond, Virginia-based James River Coal Co.
to 'B' from 'B-'.  At the same time, S&P affirmed the 'B+' (one
notch above the corporate credit rating) issue-level rating on
the company's existing senior unsecured notes.  S&P also assigned
a 'B+' issue-level rating to the company's proposed $250 million
senior unsecured notes due 2019 to be issued by James River
Escrow Inc., a subsidiary of James River Coal Co. The recovery
rating is '2', indicating an expectation of substantial (70%-90%)
recovery of principal in the event of payment default.  Also,
S&P is assigning a 'CCC+' (two notches below the corporate credit
rating) issue-level rating to the company's proposed $125 million
convertible notes due 2018.  The recovery rating for this proposed
issue is '6', indicating the expectation of negligible (0%-10%)
recovery of principal in the event of a payment default.

Lastly, S&P removed all ratings from CreditWatch, where they were
placed with positive implications on March 8, 2011.  The outlook
is stable.

"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."

The stable rating outlook reflects Standard & Poor's expectations
that the company's credit metrics will remain good for the rating,
given its vulnerable business risk profile, due to the inclusion
of IRP's performance results and S&P's expectations for continued
strong metallurgical coal markets as a result of robust domestic
and international steel demand.  "S&P could take a negative rating
action if there is a significant and sustained reversal in
operating results," said Mr. Ferraro.  "S&P could take a positive
rating action if James River Coal expanded its presence beyond the
Central Appalachia and Midwest regions while at the same time
maintaining a more conservative financial risk profile."


JB BOOKSELLERS: Has Until June 9 to Decide on Unexpired Leases
--------------------------------------------------------------
The Hon. Tracy Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Lexington Division, extended the time within
which JB Booksellers, Inc., and its debtor affiliates must assume
or reject unexpired leases until the confirmation of a plan of
reorganization or until June 9, 2011, in the event a plan has not
been confirmed.

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
eight full service retail bookstores of which four remain open.
The Company also operate several cafes, which are attached to the
bookstores.  The Debtors have recently established a health and
wellness niche bookstore, which is located in the Cleveland Clinic
in Cleveland, Ohio.  The Company filed for Chapter 11 protection
on Nov. 11, 2010 (Bankr. E.D. Ky. Case No. 10-53594).  The case is
jointly administered with JB Booksellers, Inc. (Bankr. Case No.
10-53593).  Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl, LLP,
in Lexington, Ky., and Kim Martin Lewis, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl, LLP, in Cincinnati, Ohio,
represent the Debtor.  The Debtor disclosed assets of $15,941,680
and liabilities of $18,501,989 as of the Chapter 11 filing.

Lowenstein Sandler PC and Frost Brown Todd LLC, serve as co-
counsels for the Official Committee of Unsecured Creditors.  Traxi
LLC, serves as financial advisor to the Committee.


JKDM, LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: JKDM, LLC
        269 S. Beverly Drive, #1175
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-22062

Chapter 11 Petition Date: March 22, 2011

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

Judge: Thomas B. Donovan

Debtor's Counsel: Yevgeniya Lisitsa, Esq.
                  LAW OFFICES OF GINA LISITSA
                  5455 Wilshire Blvd., Suite 901
                  Los Angeles, CA 90036
                  Tel: (323) 857-5990
                  Fax: (323) 857-5941
                  E-mail: glisitsa@msn.com

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

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 Kevin Moda, manager.


KEYSTONE AUTOMOTIVE: Exchange Offer Extended to March 28
--------------------------------------------------------
Keystone Automotive Operations, Inc. along with its subsidiaries
and affiliates extended its exchange offer and consent
solicitation with respect to any and all of its 9-3/4% Senior
Subordinated Notes due 2013  (CUSIP No. 49338PABO).

The expiration date of the Offer has been extended to 5:00 p.m.,
New York City time, on March 28, 2011, unless further extended or
earlier terminated.

As of 5:00 p.m., New York City time, on March 16, 2011, the
Company has received tenders with respect to approximately 98.6%
of the outstanding Senior Subordinated Notes.  Accordingly, the
Company intends on pursuing its out-of-court recapitalization
plan.

"We are very pleased with the current progress of the exchange
offer and look forward to finalizing our recapitalization plan
out-of-court," said Ed Orzetti, President and Chief Executive
Officer of Keystone.

Any holder who has not validly tendered its Senior Subordinated
Notes pursuant to the terms of the Offering Memorandum and
Disclosure Statement dated February 15, 2011, may participate in
the Offer by validly tendering its Senior Subordinated Notes in
accordance with the terms of the Offer prior to the Expiration
Date.  While the Offer has been amended to extend to the
Expiration Date, withdrawal rights have not been extended.
Withdrawal rights terminated at 5:00 p.m., New York City time, on
March 16, 2011.  All other terms of the Offer are unchanged.

The Company had extended until March 18 its rights offering in an
aggregate amount of $60 million.

                     About Keystone Automotive

Keystone Automotive Operations, Inc. and its affiliates are
wholesale distributors and retailers of aftermarket automotive
accessories and equipment, with operations servicing customers in
all regions of the United States and provinces of Canada, as well
as various other international locations.  The Company's fleet of
over 300 trucks provide multi-day per week delivery and returns
covering the 48 contiguous states and nine provinces of Canada.
The Company sells and distributes specialty automotive products,
such as light truck/SUV accessories, car accessories and trim
items, specialty wheels, tires and suspension parts, and high
performance products to a fragmented base of approximately 15,000
customers.  The Company's wholesale operations include an
electronic service strategy providing customers the ability to
view inventory and place orders via its proprietary electronic
catalog.  The Company also operates 20 retail stores in
Pennsylvania.  The Company's corporate headquarters is in Exeter,
Pennsylvania.


KIDWELL ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Kidwell Enterprises Limited Liability Partnership, LLP
        9660 E. Yucca Street
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-07440

Chapter 11 Petition Date: March 22, 2011

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

Judge: Charles G. Case, II

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  JENNINGS STROUSS & SALMON PLC
                  One E. Washington Street, #1900
                  PHOENIX, AZ 85004-2554
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696
                  E-mail: cjjohnsen@jsslaw.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 R. Kidwell and Letha A.
Kidwell, Co-Trustees of The Kidwell Family Living Trust.


KRATOS DEFENSE: Moody's Gives Positive Outlook, Keeps 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook of
Kratos Defense & Security Solutions, Inc., to positive from stable
and affirmed the company's B3 corporate family and probability of
default ratings.  Concurrently, a B3 rating has been assigned the
planned $285 million of senior secured add-on notes due 2017.  The
speculative grade liquidity rating of SGL-3 remains unchanged.
Proceeds from the planned note issuance are intended to fund
Kratos' tender offer for the shares of Herley Industries Inc.,
with excess proceeds to boost cash on hand by about $70 million.

Ratings assigned:

  -- $285 million 10% senior secured notes due 2017, B3, LGD4, 53%

Ratings affirmed:

  -- Corporate family, B3

  -- Probability of default, B3

  -- $225 million 10% senior secured notes due 2017, B3, LGD4, to
     53% from 54%

  -- Speculative grade liquidity, SGL-3

                        Ratings Rationale

The positive outlook reflects Kratos' enlarged scale and
increased product range that would follow the Herley acquisition,
and potential that the company's credit metrics could support a
higher rating level over the ratings horizon.  Following the
Herley transaction Kratos' revenue base will exceed $700 million,
up from $335 million in 2009.  (Herley's FY2010 revenues were
$188 million, almost half of Kratos's 2010 revenues.) The
company's product offerings center on sub-system hardware and
equipment that extend weapon system lifecycle; the portfolio
should benefit from the U.S.  Department of Defense's growing
preference for upgrades of existing platforms, versus costlier
new platform development.  Moody's think the company may be able
to generate free cash flow to debt in the high single digit
percentage range which could help reduce leverage.  To supplement
acquisition borrowing, Kratos raised $61 million through equity
issuance in 2011 and Moody's believe the company could issue more
equity to fund future acquisitions.  Willingness and ability to
raise equity also increases the likelihood that leverage can be
maintained at lower levels while the company pursues its growth
goals.

The B3 CFR has been affirmed because leverage is high and the
pace of Kratos' acquisition spending carries significant risks,
including risks that integration and challenges of managing the
enterprise could become difficult, limiting potential for steady
profits and improved credit metrics.  In 2010, Kratos spent
$217 million on acquisitions.  Herley would cost $270 million.
Although the company may generate a 2011 free cash flow to debt
ratio in the high single digit percentage range, debt to EBITDA
may stay elevated because the company could continue acquiring
companies.  As of Q4-2010 debt to EBITDA was 6x on a Moody's
adjusted basis with EBIT to interest of 1.3x.  The B3 acknowledges
$187 million of impairment and one-time charges incurred over
2006-2009, which could suggest heightened risk of overpayment for
growth.

The speculative grade liquidity of SGL-3 remains unchanged,
denoting adequate liquidity.  Following the $285 million add-on
note offer and the Herley transaction, the company would have
almost $80 million of cash on hand.  The cash helps the liquidity
profile because the company's $35 million revolver would only have
about $25 million available for borrowing following the Herley
transaction (after $10 million of letters of credit utilization),
a low amount considering the revenue base.

The rating would likely be upgraded if Moody's expects that the
company can maintain debt to EBITDA at or below to 5x with EBIT to
interest above 1.5x.  Stabilization of the outlook would likely
follow expectation of leverage remaining at 6x with slim interest
coverage.

Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in two sectors; Kratos Government Solutions (91% of 2010
revenues) and Public Safety and Security (9%).  Revenues in 2010
were approximately $409 million.


KRATOS DEFENSE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Kratos Defense & Security
Solutions Inc. At the same time, S&P removed the ratings from
CreditWatch, where S&P placed them with negative implications on
Feb. 9, 2011.  S&P is also affirming its rating on Kratos' senior
secured notes due 2017, following the add-on of $250 million to
the issuance.

"The ratings on San Diego, Calif.-based Kratos reflect the
company's weak credit protection measures arising from high debt
leverage, modest size compared with some competitors, exposure to
possible changes in defense spending priorities, and a fairly
active acquisition program," said Standard & Poor's credit analyst
Christopher DeNicolo.  "High levels of defense spending, along
with good programs and customer diversity offset these factors.
S&P assess the company's business risk profile as weak, and its
financial risk profile as aggressive."

In February 2011, Kratos announced its planned acquisition of
Herley Industries Inc. for $270 million, plus fees and expenses.
The acquisition, which is by far the firm's largest to date, will
be financed with the $61 million of proceeds from a recently
completed stock sale, a $250 million proposed add-on to the
existing secured notes, and cash on hand at Herley.  S&P expects
that debt to EBITDA in 2011, pro forma for the transaction as if
it occurred Jan. 1, 2011, will be around 5x, somewhat higher
than its previous expectations of 4.0x-4.5x.  Herley, which had
$188 million of revenues in fiscal 2010 (ended Aug.  1, 2010),
is a leading provider of electronic systems, subsystems, and
components, specializing in microwave and millimeter wave
technology for defense applications, especially electronic
warfare.  The acquisition, which is expected to close shortly,
will improve Kratos' program and product diversity, as well as
complementing some of the platforms it currently supports.

The outlook is stable.  "S&P believes credit protection measures
pro forma for the Herley acquisition should remain average for
the ratings, with some modest improvement probable as earnings
increase," Mr.  DeNicolo added.  "S&P also believe demand for
Kratos' products and services are likely to remain good for the
next few years despite slowing defense budget growth, although
near-term orders could be affected by the continuing resolution.
S&P could lower the ratings if further debt-financed acquisitions
result in debt to EBITDA above 5.5x and FFO to total debt below
10% on a continual basis.  Although unlikely, S&P could raise the
ratings if debt to EBITDA stays below 3.5x and FFO to total debt
remains above 20%."


LEVI STRAUSS: Fitch Downgrades Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Rating on Levi
Strauss & Co. to 'B+' from 'BB-' and has affirmed its ratings on
the company's credit facilities and notes.  The Rating Outlook is
Stable.  The company had $1.9 billion of debt outstanding at
fiscal year-end Nov. 28, 2010.

The downgrade of the IDR reflects Levi's soft operating trends and
margin compression, continued high financial leverage, and Fitch's
expectation that Levi's financial profile will not show meaningful
improvement in the next one to two years.  The Stable Outlook
reflects the company's adequate liquidity and manageable debt
maturity schedule.  The ratings also continue to reflect Levi's
well-known brands, strong market shares and wide geographic
diversity.

Levi generated respectable 7.5% top line growth in 2010, driven in
part by expansion of the retail network, acquisitions made in
2009, and growth of the Levi brand.  However, the long-term growth
trend has been muted, with revenues in the $4.1-$4.3 billion range
over the past 10 years.  Sustaining top line growth will require
further investment in the company's brands and in the store
network, and Fitch expects these investments will enable the
company to sustain mid single digit revenue growth over the next
two years.

Levi is now in the second year of a multi-year investment program
to revitalize its brands.  The global recession together with
these investments in its products, advertising, and new stores
have pressured Levi's operating margins for the past four years,
as they narrowed from 14.6% in 2006 to 8.8% in 2010.

Higher cotton prices could also squeeze margins, with cotton
prices having more than doubled since September 2010.  Levi
expects these increases will begin to work their way into its cost
structure in 2011.  There is some question as to what the market
will bear, but there will likely be some negative volume and
margin impact from the price increases.  Fitch expects a decline
in operating margin in 2011 in the 40-60bp range.  Beyond 2011,
Fitch expects margins to stabilize and gradually recover as
selling and advertising expenses should flatten out, while there
is the potential for reductions in other expense items through
shared services, etc.

Free cash flow after dividends turned negative in 2010 and will
likely be modestly negative in 2011 due to increased pension
contributions (to a projected $135 million from $38 million in
2010), continued high capex and brand support for new product
introductions.  Levi nonetheless has adequate liquidity, with cash
and revolver availability of $639 million at Nov. 28, 2010.  The
maturity schedule is manageable, with the next major maturity in
October 2012 when the $108 million borrowed on the credit facility
comes due.

Leverage (adj.  debt/EBITDAR) at 4.9 times at the end of fiscal
2010 was essentially flat to the 5.0x reported in 2009 and still
above the 3.9x in 2008.  In addition, the pension deficit widened
to $400 million at end-2010 from $380 million at end-2009.
Continued investment in the business will likely preclude any
improvement in leverage in 2011, with gradual improvement expected
thereafter.

The voting trust that has acted on behalf of the shareholders over
the past 15 years expires in April 2011, which means that each of
the shareholders will now vote individually.  It is impossible to
predict what strategic changes may result from this, though the
top four shareholders will still hold a majority of the shares.
In addition, the board of directors is a classified board,
limiting any near-term changes.

In accordance with Fitch's Recovery Rating methodology, Fitch has
instituted Recovery Ratings because of the IDR downgrade to 'B+'.
While concepts of Fitch's RR methodology are considered for all
companies, explicit Recovery Ratings are assigned only to those
companies with an IDR of 'B+' or below.  At the lower IDR levels,
Fitch believes there is greater probability of default so the
impact of potential recovery prospects on issue-specific ratings
becomes more meaningful and is more explicitly reflected in the
ratings dispersion relative to the IDR.

The 'BB+/RR1' rating of the $500 million secured revolving credit
facility reflects its superior position in the capital structure,
secured by domestic inventories and receivables.  The 'BB+/RR1'
rating of the $250 million trademark term loan tranche reflects
its position secured by the Levi trademark.  The facilities also
benefit from upstream guarantees from the domestic operating
companies.  These factors lead to an expected recovery to both
facilities in a distressed scenario of 91-100%.

The 'BB-/RR3' rating on the unsecured notes reflect an expected
recovery in a distressed scenario of 50-70%.

Fitch has downgraded, affirmed, and assigned RRs to these ratings
as indicated:

Levi Strauss & Co.

  -- IDR downgraded to 'B+' from 'BB-';

  -- $500 million secured revolving credit facility affirmed at
     'BB+/RR1';

  -- $250 million trademark term loan tranche affirmed at
     'BB+/RR1';

  -- Senior unsecured notes affirmed at 'BB-/RR3'.


LIFEMASTERS SUPPORTED: Disclosure Statement Hearing to June 30
--------------------------------------------------------------
The Bankruptcy Court will reconvene on June 30, 2011 at 10:30 a.m.
to consider approval of the Disclosure Statement explaining the
liquidating chapter 11 plan for LifeMasters Supported SelfCare,
Inc.  The Debtor and the official committee of unsecured creditors
are the proponents of the Plan.

At the Debtor's behest, Judge Erithe A. Smith continued the
Disclosure Statement hearing and Case Status Conference, scheduled
for March 10, for a period of three months.

As reported in the Troubled Company Reporter on April 30, 2010,
the Plan will be funded entirely by the estate funds and any
recovery of funds obtained from the pursuit of any avoidance
causes of action, including the lawsuit against defendants.
Secured claims will be paid in full out of the estate funds or by
setoff against deposit.  Priority claims will be paid in full out
of the estate funds.  General unsecured claims amounting to
$128,670 will be paid from the remaining estate funds on a pro
rata basis.  The Debtor estimates that holders of Class 3 allowed
claims will receive a distribution of 8.9% if the $108 million in
claims asserted by Center for Medicare and Medicaid Services are
allowed in full and will receive a distribution of 100% if the
claims asserted by CMS are allowed in the amount of $5.5 million
or less.  Equity interests will be paid from the remaining estate
funds on a pro rata basis.

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

Attorneys for the Debtor are:

          Ron Bender, Esq.
          Todd M. Arnold, Esq.
          LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P.
          10250 Constellation Boulevard, Suite 1700
          Los Angeles, CA 90067
          Telephone: (310) 229-1234
          Facsimile: (310) 229-1244
          E-mail: rb@lnbrb.com
                  tma@lnbrb.com

Attorneys for the Official Committee of Unsecured Creditors are:

          Daren R. Brinkman, Esq.
          Laura Portillo, Esq.
          BRINKMAN PORTILLO RONK, PC
          4333 Park Terrace Drive, Suite 205
          Westlake, CA 91361
          Telephone: (818) 597-2992
          Facsimile: (818) 597-2998
          E-mail: dbrinkman@brinkmanlaw.com
                  lportillo@brinkmanlaw.com

               About LifeMasters Supported SelfCare

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- was a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters was accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 09-19722) on Sept. 14, 2009.  In its schedules, the
Debtor reported $13,104,507 in assets and $129,406,928 in
liabilities.

In December 2009, LifeMasters sold substantially all of its assets
at an auction to The StayWell Company and VantagePoint Venture
Partners 2006(Q), LP.  StayWell offered $2,225,000, beating a
$1.75 million stalking horse bid submitted by Alere LLC, an
affiliate of Inverness Medical Innovations, Inc.  The StayWell
deal closed end of 2009.


LIMITED BRANDS: Fitch Rates $750 Mil. Senior Notes at 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned 'BB+' rating to Limited Brands, Inc.'s
$750 million senior guaranteed unsecured notes due 2021.  The
notes will be guaranteed on an unsecured basis by each of the
subsidiaries that guarantee the senior credit facility, the
$500 million 8.5% senior notes due 2019 and the $400 million 7%
senior notes due 2020.  The net proceeds of the offering will be
used for share repurchases and general corporate purposes.

The ratings continue to reflect Limited Brands' strong brand
recognition and dominant market positions in intimate apparel and
personal care and beauty products, improving operating results and
credit metrics, solid cash flow generation and strong liquidity.
The ratings also consider the company's track record of
shareholder-friendly activities.

Limited Brands continued to improve its operating performance
in fiscal 2010 ending Jan. 29, 2011 with revenues growing 11.4%
year over year to $9.6 billion mainly due to an improvement in
comparable store sales.  Given strong comparable store sales of
9% (versus -4% in fiscal 2009), the company was able to leverage
buying and occupancy costs.  This combined with disciplined
inventory management resulted in a gross margin expansion of 270
basis points to 37.8%.  In addition, operating expenses leveraged
by 70bps to 24.4% of sales in fiscal 2010.  As a result, credit
metrics improved in fiscal 2010 with leverage (adjusted
debt/EBITDAR) decreasing to 3.1 times from 4.0x in fiscal 2009
ending Jan. 30, 2010, and EBITDAR coverage of interest and rent
expense increasing to 3.0x from 2.3x over the same period.  Pro
forma for the $750 million notes issuance, leverage is expected to
increase to around 3.5x in fiscal 2010.  Fitch expects leverage
to remain steady at around 3.5x in fiscal 2011 based on modest
operating results improvement.  This assumes mid single-digit
revenues growth and a slight contraction in operating margins
given the pressures on commodity and labor costs.  More
significant debt-financed share repurchases could be a concern
for the rating.

Limited Brands has ample liquidity with $1.1 billion of cash
and cash equivalents as of Jan. 29, 2011, and $800 million of
availability under its credit facility, which will provide
financial flexibility to the company.  The company generated
free cash flow of around $800 million including regular dividends
of approximately $200 million and capital expenditures of
$274 million at the end of fiscal 2010.  However, the company
applied excess cash flow towards returning capital to shareholders
with approximately $1.3 billion of special dividends paid and
around $200 million of share repurchases executed in fiscal 2010.
Fitch expects Limited Brands to generate free cash flow of around
$750 million in fiscal 2011.  Longer term, Fitch expects the
company to maintain its strong liquidity position although the
company could continue to use a portion of its cash balance for
share repurchases and special dividends.  Upcoming debt maturities
include $57 million of senior notes due in 2012 and $213 million
of senior notes due in 2014, which Fitch expects will be
refinanced.

The ratings also reflect Limited Brands' leading positions in the
intimate apparel as well as beauty and personal care segments with
brands such as Victoria's Secret, Pink, La Senza, Bath & Body
Works, C.O. Bigelow, White Barn Candle Co. and Henri Bendel.  The
company operates 2,645 specialty stores in the United States and
its brands are sold in more than 800 company-operated and
franchised additional locations worldwide.

Fitch currently rates Limited Brands:

  -- Long-term Issuer Default Rating 'BB+';
  -- Bank credit facility 'BBB-';
  -- Senior guaranteed unsecured notes 'BB+';
  -- Senior unsecured notes 'BB';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

The Rating Outlook is Stable.


LIMITED BRANDS: Moody's Rates Senior Unsecured Notes at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service rated Limited Brands' proposed
$750 million senior unsecured guaranteed notes Ba1.  All other
ratings were affirmed including the Ba1 Corporate Family and
Probability of Default Ratings.  The rating outlook is stable.

                        Ratings Rationale

Moody's expects the proceeds of the proposed $750 million
notes will be used to finance Limited Brands' recently announced
$500 million share repurchase program.  Moody's also believes
that the remaining $250 million of notes being issued will
ultimately be used for either further share repurchases or a
special dividend.  The affirmation of the Ba1 Corporate Family
Rating reflects Limited Brands' ability to maintain very good
credit metrics after issuing the new notes due to is very strong
operating performance.  Moody's anticipates that Limited Brands'
debt to EBITDA will go from 2.8x for the year ending January 29,
2011 to 3.2 times pro forma for the proposed notes.

This rating is assigned

  -- $1 billion senior unsecured guaranteed notes at Ba1 (LGD 3,
     41%)

These ratings are affirmed and LGD point estimates changed

  -- Corporate Family Rating at Ba1

  -- Probability of Default Rating at Ba1

  -- Senior unsecured guaranteed notes at Ba1 (LGD 3, to 41% from
     39%)

  -- Senior unsecured unguaranteed notes at Ba2 (LGD 5, to 86%
     from 83%)

  -- Senior unsecured unguaranteed shelf to (P) Ba2

  -- Subordinated shelf at (P) Ba3

  -- Preferred shelf at (P) Ba3

Limited Brands' Ba1 Corporate Family Rating is supported by its
solid credit metrics and very good liquidity.  The rating also
acknowledges its expertise in merchandise and marketing as well as
its portfolio of well-recognized brand names.  However, Limited
Brands' history of shareholder friendly financial policy places
limits on its rating as does the fact that its credit agreement
provides it with tremendous flexibility to make debt financed
dividends and share repurchases.

Despite the proposed $750 million proposed debt offering, the
rating outlook remains stable.  The stable outlook reflects
Moody's view that Limited Brands' earnings will improve over the
next twelve months.  The stable outlook also reflects Moody's view
that Limited Brands' financial policies will continue to be
moderately shareholder friendly.  However, Moody's believes that
the company's current level of performance provides sufficient
cushion for it still to maintain credit metrics appropriate for
the Ba1 rating.

An upgrade would require further comfort that Limited Brands'
financial policies will remain balanced and prudent such that
they would support it maintaining solid credit metrics and good
liquidity.  Quantitatively, an upgrade would require Limited
Brands to maintain debt to EBITDA below 3.0 times and EBITA to
interest expense above 4.5 times.

Ratings could be downgraded should financial policy become more
aggressive than currently anticipated.  Ratings could also be
downgraded should debt increase or operating performance falter
such that debt to EBITDA approaches 4.5 times or EBITA to interest
expense approaches 2.5 times.

The last rating action for Limited Brands was on March 7, 2011,
when its Corporate Family Rating was upgraded to Ba1.

Headquartered in Columbus, Ohio, Limited Brands, Inc., operates
over 2,900 specialty stores under the Victoria's Secret, Bath &
Body Works, C.O. Bigelow, Pink, La Senza, White Barn Candle Co.,
and Henri Bendel name plates.  The company's products are also
available on-line.  Revenues are about $9.6 billion.


LIMITED BRANDS: S&P Gives Negative Outlook, Affirms 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Columbus, Ohio-based Limited Brands Inc. to negative
from stable.  At the same time, S&P affirmed all ratings on the
company, including the 'BB+' corporate credit rating.

The outlook revision reflects S&P's view of Limited Brands'
more aggressive financial policy and an increase in leverage
as a result of the $750 million senior note issuance and
authorization of a $500 million share repurchase program.

"Although the company has authorized only $500 million for share
repurchases," said Standard & Poor's credit analyst David Kuntz,
"it is S&P's expectation that the balance of the funds from the
note issuance will be returned to shareholders within the near
term."

"The ratings on Limited Brands reflect the company's good
performance over the past year and S&P's expectations of further
growth, albeit at a diminished rate," added Mr. Kuntz.  S&P also
expects the company will maintain a more aggressive financial
policy in the future.  The company's credit protection profile has
demonstrated substantial improvement over the past year, but the
$750 million note issuance will erode some of these recent gains.
Both its Victoria's Secret and Bath & Body Works divisions are
relatively mature, and historically have provided consistent and
solid cash flows.


LONE TREE: Plan Confirmation Trial Set for May 25 & 26
------------------------------------------------------
Judge Redfield T. Baum Sr. has set a two-day trial for May 25 at
10:00 a.m. and May 26 at 9:00 a.m. in connection with the
confirmation of the bankruptcy plan for Lone Tree Investments,
LLC.

The Court held a Plan hearing on March 3.  At that hearing, John
J. Hebert, Esq., attorney for the Debtor, informed the Court that
four objections were filed to the confirmation of the Plan.  He
told the Court that issues with Wespac have been resolved and he
is confident that the objections of Ally and San Francisco Peaks
Association will be resolved.  That leaves the Johnson Bank
objection and there is a dispute between the parties regarding the
setting of the trial.

Johnson Bank is owed $24.3 million under a prepetition revolving
loan.

Mark Foley, Esq., attorney for Johnson Bank, said he reviewed the
alternate schedule he proposes.  He notes there are some legal
issues he believes should be addressed prior to the trial and that
the valuation issue should be determined as well.

Henk Taylor, Esq., attorney for Wespac, noted his client's
agreement with the Debtor and stated the documentation is in the
works and will need to be noticed out.  His objections will stand
until the agreement is approved by the court.

Mr. Hebert then advised the Court that the parties have agreed
that the Debtor will amend the plan to address the legal issues
and the evaluation expert report will be done in two weeks.
Expert reports on feasibility will be completed by the end of
March and the parties will use April to conduct discovery.  The
parties will exchange any declarations by May 6 and the joint
pretrial statement will be filed no later than May 13.  Direct
testimony of any expert is to be completed by declaration.

                      Plan Outline & Summary

Judge Baum approved the disclosure statement accompanying the Plan
on Jan. 25, 2011.  The Troubled Company Reporter ran a summary of
the Plan in its Feb. 25 edition.  The Plan will be funded by a
post-confirmation credit facility from Flagstaff Acquisitions,
LLC, continued operations of the golf facilities, the sales of
real estate and sales of Club Memberships.

According to the Disclosure Statement, the Debtors intend to
continue operating The Pine Canyon Club and facilities as well as
continue its business as a developer of residential homes in the
Pine Canyon community.  The Debtors intend to continue to develop
and sell homes and residential lots in order to fund their
reorganization.  The Debtors' current inventory includes three
single-family residences, three condominiums, two townhomes,
20 lots on which additional townhomes can be constructed, and
80 residential lots located within the Property.

Additionally, the Debtors will sell to Johnson Bank, or the
highest bidder, pursuant to 11 U.S.C. Sec. 363 of the Bankruptcy
Code, certain of the Debtor's real property.

The value of the property sold, according to the ATI Appraisal, is
in excess of $18.0 million.

According to the Debtors' Schedules, the amount of Johnson Bank's
secured claim as of the Petition Date was $24,275,826, with
$412,251 already paid postpetition.  Based upon the ATI Appraisal,
the value of the collateral securing Johnson Bank's claim was
$60,120,000.  Accordingly, Johnson Bank's claim is oversecured and
will accrue interest, at the Plan Rate, as of the Petition Date
until the claim is paid in full.

The Debtors estimate that the claims of Club Members arising from
their respective golf membership deposits total $13 million.  The
Debtors intend to assume the Membership Plan and each Golf
Membership Agreement.  The Golf Membership Plan as it existed pre-
petition, will not be modified, except that instead of the members
being entitled to a refund of their Membership Deposit in 30
years, they will receive a refund of 100% of the amount of their
deposit (as it existed on the Petition Date), on the date that is
25 years after the date the membership was issued if the Golf
Member does not resign within 25 years.  No interest will be paid
on such refund.

The Debtors estimate that the claims of Club Members arising from
their right to a refund of their respective sports membership
deposits total approximately $500,000.  The Debtors intend to
assume the Membership Plan and each Sports Membership Agreement.
TheSports Membership Plan as it existed prepetition will not be
modified, except that the members will receive a refund of 100% of
the amount of their deposit (as it existed on the Petition Date),
on the date that is 25 years after the date the membership was
issued if the Sports Member does not resign within 25 years.  No
interest will be paid on the refund.

According to the Debtors' Schedules, the principal amount of the
claim of Flagstaff Acquisitions is approximately $17,800,000
arising from Pre-Petition Advances to the Debtors for business
operations.  The allowed unsecured claim of Flagstaff will be paid
in full after the allowed secured claim of Johnson Bank and the
allowed claims of unsecured creditors have been paid in full.
Interest will accrue and will be paid at the Plan Rate.  This
Class is impaired under the Plan.

According to the Debtors' Schedules, the principal amount of the
claim of O'Connor Investment Partnership is approximately
$1,000,000.  The allowed unsecured claim of O'Connor Investment
Partnership shall be paid in full after the secured claim of
Johnson Bank and the allowed claims of unsecured creditors have
been paid in full.  Interest will accrue and will be paid at the
Plan Rate.  This Class is impaired under the Plan.

The Debtors estimate that other creditors currently hold unsecured
claims in the approximate amount of $1,340,000.  Commencing on the
Effective Date, the claims will be paid in full, in equal
quarterly payments of principal and interest over a term of 18
months. Interest will accrue and will be paid at the Plan Rate.
This Class is impaired under the Plan.

Flagstaff Acquisitions and Central and Osborn Properties, Inc.
will retain their equity interests in the reorganized Debtors.

                Post-Confirmation Credit Facility

Flagstaff Acquisitions will extend a post-confirmation credit
facility.  The Reorganized Debtors will issue to Flagstaff
Acquisitions a Revolving Line of Credit Multiple Advance
Promissory Note providing for a line of credit in an amount up to
$5,000,000.  The Note will mature and become fully due and payable
on the fifth anniversary of the Effective Date.  The Note will
bear interest at 15% per annum.

The Reorganized Debtors will make quarterly interest only payments
to Flagstaff Acquisitions for the duration of the Note's term.
The first interest only payment will be made 90 days after the
Effective Date, and each quarterly payment thereafter will be made
on the first business day of each subsequent quarter through to
the maturity date.  Additionally, thirty 30% of the net sale
proceeds generate through the sale of any of the Retained Property
shall be remitted to Flagstaff, to a maximum of the amount then
due to Flagstaff and applied to the outstanding balance.
Flagstaff will be granted a first-position lien on the Retained
Property.

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

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

                    About Lone Tree Investments

Lone Tree Investments, LLC, is the primary developer of Pine
Canyon, a 620-acre private residential golf course community in
Flagstaff, Arizona.  It also owns all of the undeveloped parcels
in the subdivision that are intended for future residential
housing.

Flagstaff Acquisitions, LLC, owns 99% of Lone Tree, and Central
and Osborn Properties, Inc., which serves as manager of Lone Tree,
owns the remaining 1%.

Creekside Village Homes, LLC, a wholly owned subsidiary of Lone
Tree, has constructed and sold 92 single-family homes within the
Creekside neighborhood of Pine Canyon.

Deer Creek Crossing, LLC, a wholly owned subsidiary of Lone Tree,
is the developer of the newest neighborhood in Pine Canyon.  It
was originally platted for 38 single-family residential lots and
marketed as another "turnkey" area.  No such sales have been made
and, recently, seven of the 38 parcels were re-platted to 11
"cabin" lots on which smaller single family residences could be
built.

Elk Pass, LLC, a wholly-owned subsidiary of Lone Tree, is
developing the initial townhome neighborhood of Pine Canyon.
There are 23 planned buildings, with two attached residences in
each.  Thirteen buildings (26 residences) have been constructed
and 24 of the residences have been sold.

Mountain Vista at Pine Canyon, LLC, a wholly owned subsidiary of
Lone Tree, is developing 60 condominiums at Pine Canyon.  Three of
the planned 15 four-unit buildings (12 unit's total) have been
completed and nine of those units have been sold.

Pine Canyon Golf, LLC, a wholly owned subsidiary of Lone Tree,
operates The Pine Canyon Club and owns no real property.  It
manages the Clubhouse, golf course, fitness center and spa, pro
shop, tennis courts, swimming pools, children's activities, and
other club amenities.

Lone Tree, together with its five affiliates, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ariz. Lead
Case No. 10-26776).  Lone Tree estimated its assets at $50 million
to $100 million and debts at $10 million to $50 million.

Polsinelli Shughart, P.C., serves as the Debtors' bankruptcy
counsel.  The Debtors also tapped Gammage & Burnham, P.L.L.C, as
special counsel.  Udall Law Firm L.L.P. acts as special litigation
counsel.  The Debtors also hired Guest, Schutte, Cosper &
Ledbetter, L.L.P. to assist with the accounting during their
reorganization and review the Debtors' financial statements.

The U.S. Trustee was unable to appoint a Committee of Unsecured
Creditors.


MAGIC BRANDS: Disclosure Statement Okayed; Plan Hearing on June 9
-----------------------------------------------------------------
Judge Brendan L. Shannon on Monday approved the disclosure
statement explaining Deel LLC and its debtor-affiliates' amended
consolidated Chapter 11 Plan of Liquidation.  The Debtors are
authorized to circulate the Plan documents and other solicitation
materials to voting creditors by April 8, 2011.

The Debtors filed a revised disclosure statement on March 18,
which included a one-page letter from the official committee of
unsecured creditors in support of the Plan.  The deadline for
creditors to cast a vote on the Plan is May 12.

The Court will convene a hearing on June 9 to consider
confirmation of the Plan.  Plan objections are due May 23.

The Debtors anticipate that as of the effective date of the Plan,
the cash to be transferred to the Liquidating Trust for
distribution to Holders of Allowed Claims will be roughly $17.5
million to $18 million.  Holders of general unsecured claims in
Class 4, estimated to be roughly $24.3 million to $37.2 million,
are expected to recover 37.4% to 61% under the Plan.  Holders of
Subordinated claims in Class 5 and Interests in Class 6 are out of
the money.

The Debtor said that in a hypothetical Chapter 7 liquidation
scenario, general unsecured creditors are expected to get 34.9%
recovery.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  Magic Brands changed its name to Deel LLC
following the Luby's sale.


MARY ANN WALSH: Absolute Priority Rule Compliance Required
----------------------------------------------------------
WestLaw reports that a bankruptcy judge in Massachusetts,
disagreeing with a contrary decision out of Nevada, held that the
Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA),
in amending the "absolute priority rule" to permit individual
Chapter 11 debtors to retain property included in their estates
under the BAPCPA's expanded definition of such property
notwithstanding that unsecured creditors would receive less than a
100% distribution on their claims, did not totally abrogate the
"absolute priority rule" as a limitation on debtor's ability to
"cram down" a plan in an individual Chapter 11 case.  The
amendment had to be interpreted narrowly as permitting individual
Chapter 11 debtors to retain only postpetition assets of estate,
and not any prepetition property included in the estate, if their
plans would result in less than full payment of allowed unsecured
claims.  In re Walsh, --- B.R. ----, 2011 WL 867046 (Bankr. D.
Mass.) (Hillman, J.).

A copy of the Honorable William C. Hillman's Preliminary Decision
dated March 8, 2011, is available at http://is.gd/dXJqpoat no
cost.  Judge Hillman disagrees with Judge Markell's decision in In
re Shat, 424 B.R. 854 (Bank. D. Nev. 2010), and joins with Judge
Tchiakovsky's decision in In re Gbadebo, 431 B.R. 222 (Bankr. N.D.
Cal. 2010).

Mary Ann Walsh sought chapter 11 protection (Bankr. D. Mass. Case
No. 09-16031) on June 29, 2009, is represented by Kathleen R.
Cruickshank, Esq., at Hanify & King P.C., in Boston, and estimated
her assets and debts between $1 million and $10 million at the
time of the filing.


MFJT, LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MFJT, LLC
          dba Somerset Park Apartments
              Somerset II
        4127 W. 127th Street
                Alsip, IL 60803

Bankruptcy Case No.: 11-11819

Chapter 11 Petition Date: March 22, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Joseph Junkovic, manager.

Debtor-affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kenmore Realty Group LLC              10-55868            12/20/10

MFJT, LLC's List of Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nicor Gas                          --                     $228,744
1844 Ferry Road
Naperville, IL 60563-9600

Schmidt, Salzman & Moran, Ltd.     --                      $72,279
111 W. Washington, Suite 1300
Chicago, IL 60602-2785

Village of Merrionette Park        --                      $46,836
11720 S. Kedzie Avenue
Merrionette Park, IL 60803

Direct Energy Services, LLC        --                      $20,862


MISSION REAL: Court OKs Plan Outline, July 6 Conf. Hearing Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
issued a written order on March 11, 2011, approving the Second
Amended Joint Disclosure Statement accompanying the Second Amended
Chapter 11 Plan of Reorganization filed by Mission Real
Associates, LLC, Bunwil Capital, LLC and Bundy Dimes, LLC on
February 23.

At a hearing held March 1, Judge Barry Russell held that the
Disclosure Statement contains adequate information pursuant to
Section 1125 of the Bankruptcy Court.

The Court set the hearing to consider confirmation of the Plan to
July 6, 2011, at 10:00 a.m.  Parties have until June 1 to file
objections to Plan confirmation.  The confirmation hearing was
originally set for May 4 but was pushed back at the Debtors'
request.

The Court set the deadline for:

   * the Debtors to file and serve a Motion for an Order
     Confirming the Second Amended Chapter 11 Plan of
     Reorganization to May 18, 2011.

   * the Debtors to serve the Plan and Disclosure Statement and
     ballots on all entitled parties to May 18, 2011.

   * the Debtors' counsel to receive all ballots on the
     Plan to June 1, 2011.

   * the Debtors' counsel to file a tally of the ballots and a
     Reply to timely filed objections to Plan confirmation to
     June 15, 2011.

                    Second Amended Plan

Under the Second Amended Plan, claims and interests are classified
into five classes:

   Class   Description
   -----   -----------
     1     Disputed Secured Claims of Boyle Avenue, LLC;
           Brickwalk, LLC; Robert Hanasab; Rolling Hills Capital,
           LLC; Safeco Holding Corp., Starpoint Properties, LLC

           Amount of Disputed Secured Claim as of Petition Date =
           $5,000,000 (Claimants allege joint and several
           liability)

     2     Disputed Secured Claim of Khalil Varastehpour

           Amount of Disputed Secured Claim as of Petition Date =
           $350,000

     3     General Unsecured Claims

    4A     Mission: Namvar Trustee (91.5%); Tony Namvar (7.5%);
           Mission Real Manager, LLC (1 %)

    4B     Bundy: 100% owned by Dimes

    4C     Bunwil: 100% owned by WN Birdview, LLC

     5     Mousa Namvar: Disputed membership interest in Mission

Classes 1, 2 and 3 unimpaired and are not entitled to vote on the
Plan, while Classes 4 and 5 are impaired and are entitled to vote.

According to the Second Amended Plan, the Debtors will reserve an
amount sufficient to pay the Class 1 and 2 Disputed Secured Claims
in full, plus interest.  The Claims will be paid upon entry of a
Final Order determining the validity of the lien and the
underlying claims, if any, in full satisfaction, settlement,
release, discharge of, and in exchange for the Allowed Claims.

Each holder of an Allowed Class 3 Claim will receive from the
Reorganized Debtor, in full satisfaction, settlement, release,
discharge of, and in exchange for the Allowed Claim, Cash equal to
the amount of the Allowed Claim, plus interest at the
Federal Judgment Rate, on, or as soon as reasonably practicable
after, the latest of (a) the Effective Date, or (b) the date after
the Claim becomes an Allowed Claim.

The Disbursing Agent will distribute the (i) Mission Surplus to
Allowed Interest Holders in Class 4A, (ii) Bundy Surplus to
Allowed Interest Holders in Class 4B, and (iii) Bunwil Surplus to
the Interest Holder in Class 4C, in accordance with their
respective interests and as provided in Sections III(D)(7) and
(D)(8) of the Plan.  The Disbursing Agent will reserve
distributions on account of Competing Equity Claims pending
further Court Order, and following entry of a Final Order or
Orders, will distribute the Interests in accordance therewith and
as provided in Article III, Sections (D)(7) and (D)(8) of the
Plan.

For Class 5 claims, the Disbursing Agent will reserve distribution
on account of this Disputed Interest pending
further Court Order, and following entry of a Final Order, will
distribute the Interest in accordance therewith and as provided in
Article III, Sections (D)(7) and (D)(8) of the Plan.

As reported by the Troubled Company Report on Feb 25, 2011, the
Debtors, as Plan Proponents, seek to accomplish payments by
distributing proceeds of the sale of substantially all of the
estate assets, which sale has already occurred.  The funding for
the Plan will come from the Debtors' interests in proceeds from
the sale of the Wilshire Bundy Property, liquidation of non-Cash
assets and Cash on hand as of the Plan's Effective Date.  The
Debtors anticipate that they will have sufficient cash to pay
all Allowed Claims, and reserve for all Disputed Claims, plus
postpetition interest as allowable by law on the Effective Date.
Accordingly, there are no Impaired Classes of Creditors in the
Plan.  The Plan also provides for distributions to Interest
Holders in accordance with their respective interests and
reservation of the distributions to Interest Holders in instances
where there are competing Claims as to those Interests.

A full-text copy of the Second Amended Disclosure Statement
describing the Second Amended Plan may be accessed for free at:

     http://bankrupt.com/misc/MissionReal_AmendedDS.pdf
     http://bankrupt.com/misc/MissionReal_AmendedDS2.pdf

                  About Mission Real Associates

Los Angeles, California-based Mission Real Associates, LLC,
together with affiliates, filed for Chapter 11 bankruptcy
protection on March 31, 2010 (Bankr. Case No. C.D. Calif. 10-
22370).  Richard K. Diamond, Esq., at Danning, Gill, Diamond &
Kolitz, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and liabilities at $10,000,001 to $50
million.

The Debtors are three of eight limited liability companies each of
which owned an interest 9 in the Wilshire Bundy Property.
Situated on the northwest comer of Wilshire Boulevard and 10 Bundy
Drive in the Brentwood District of Los Angeles, the Wilshire Bundy
Property comprises 11 approximately 1.02 acres of land and a Class
A 14 story office building with more than 307,000 12 square feet
of office space.


MOKENA CORP.: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mokena Corp.
        4127 W. 127th Street
        Alsip, IL 60803

Bankruptcy Case No.: 11-11820

Chapter 11 Petition Date: March 22, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-11820.pdf

The petition was signed by Joseph Junkovic, president.

Debtor-affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kenmore Realty Group LLC              10-55868            12/20/10


NATIONAL CINEMEDIA: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Centennial, Colorado-based National CineMedia Inc. and
operating subsidiary National CineMedia LLC (which S&P analyzes on
a consolidated basis) to 'BB-' from 'B+'.  The rating outlook is
stable.

S&P also raised its issue-level ratings on the operating
subsidiary's senior secured credit facilities, consisting of a
$725 million term loan facility and an $80 million revolving
credit facility, to 'BB-' from 'B+'.  The recovery rating on this
debt remains unchanged at '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

"The 'BB-' corporate credit rating reflects S&P's expectation that
NCM's EBITDA growth will enable the company to continue to de-
lever over the intermediate term despite its aggressive dividend
policy," said Standard & Poor's credit analyst Jeanne Shoesmith.

Lease-adjusted debt to EBITDA declined to 3.5x as of Dec. 31,
2010, from 4.2x at year-end 2009.  S&P's base case scenario
assumes a low-double-digit percentage pace of revenue and EBITDA
growth in 2011.  S&P believes the company can maintain leverage
well below its threshold level of 4.5x for the 'BB-' rating,
despite its expectation of increasing distributions.

S&P assess NCM's business risk profile as fair because of its
historically strong EBITDA margins and good market position,
offset by some revenue and EBITDA sensitivity to theater
attendance.  In S&P's view, NCM has an aggressive financial risk
profile because of its aggressive dividend policy and moderately
high leverage.

S&P analyzes NCM on a consolidated basis with its operating
subsidiary, National CineMedia LLC, which is the leading in-
theater advertising network in North America.  In-theater
advertising generates roughly 90% of the company's revenue.
A key risk is that, once NCM is able to sell all or nearly
all of its inventory, declining theater attendance could hurt
the company because national advertisers pay NCM based on a
cost per thousand viewers ad pricing metric.  Unlike most other
advertising media, NCM has minimal ability to expand its ad
inventory and, therefore, relies on inventory utilization and ad
rate increases to generate growth.  Over the intermediate term,
S&P expects that any attendance weakness may be offset by the
gradual expansion of NCM's affiliated theater base.

On the positive side, the company has 26-year contracts with the
three largest national movie exhibitors in the U.S.: American
Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment
Inc.; Regal Cinemas Corp., a wholly owned subsidiary of Regal
Entertainment Group; and Cinemark USA Inc., a wholly owned
subsidiary of Cinemark Holdings Inc. These contracts provide
significant barriers to entry to new entrants in addition to
revenue visibility.


NETWORK CN: Baker Tilly Raises Going Concern Doubt
--------------------------------------------------
Network CN Inc. filed on March 18, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Baker Tilly Hong Kong Limited, in Hong Kong SAR, expressed
substantial doubt about Network CN's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses of $2,603,384 and $37,383,361 for the
years ended Dec. 31, 2010, and 2009, respectively.  "Additionally,
the Company used net cash in operating activities of $1,552,403
and $5,428,273 for the years ended Dec. 31, 2010, and 2009,
respectively.  As of Dec. 31, 2010, and 2009, the Company recorded
stockholders' deficit of $3,524,536 and $1,491,206 respectively."

The Company reported a net loss of $2.6 million on $2.2 million of
advertising services revenues for 2010, compared with a net loss
of $37.4 million on $1.3 million of advertising services revenues
for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.0 million
in total assets, $5.5 million in total liabilities, and a
stockholders' deficit of $3.5 milion..

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

                       http://is.gd/NF7Jjm

Network CN Inc. (OTCQB: NWCN) -- http://www.ncnmedia.com/-- is
building a multi-media, multi-application out-of-home advertising
network in the key cities of China.  Network CN Inc. was
incorporated in the State of Delaware in 1993 and is headquartered
in Causeway Bay, Hong Kong.


NEW STREAM: Section 341(a) Meeting Set for April 18
---------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of New Stream Secured Capital Inc. on April
18, 2011, at 9:00 a.m., J. Caleb Boggs Federal Building, Fifth
Floor, Room 2112.

This is the first meeting of creditors pursuant to Sec. 341 of the
Bankruptcy Code.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

Pursuant to the notice of the 341 meeting, creditors will have
June 22 to file proofs of claim in the Debtor's case.  The notice
does not indicate the bar date for governmental units to file
proofs of claim.

                    About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Investors filed together with the petitions a request for an
immediate appointment of a Chapter 11 trustee to take over
management of the assets.  The prepackaged plan offered by New
Stream, according to the Investors, "offers a mere pittance to the
US/Cayman Investors, funded primarily with 'gifts' from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago."

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


NEW STREAM: Court Approves KCC as Claims & Notice Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
New Stream Secured Capital Inc. and its debtor-affiliates to
employ Kurtzman Carson Consultants LLC as their notice, claims
and solicitation agent, nunc pro tunc to the petition date.

The firm will, among others:

  a. prepare and serve required notices in the Chapter 11
     cases;

  b. within seven days after the mailing of a particular notice,
     file with the Court a copy of the notice served with a
     certificate of service attached indicating the name and
     complete address of each party served;

  c. receive, examine, and maintain copies of all proofs of
     claim and proofs of interest filed in the Chapter 11 cases;
     and

  d. maintain official claims registers in the Chapter 11 cases
     by docketing all proofs of claim and proofs of interest in a
     claims database.

The terms and conditions of KCC's employment, including the fees
to be charged by KCC in connection with these cases, will be as
those set forth in the Application and Services Agreement dated
Dec. 23, 2010, entered into by and between KCC and the Debtors.

Albert Kass, the Vice President of Corporate Restructuring
Services of KCC, assured the Bankruptcy Court that KCC neither
holds or represents an interest materially adverse to the Debtors'
estates in connection with any matter for which KCC will be
employed, and that KCC is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                    About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Investors filed together with the petitions a request for an
immediate appointment of a Chapter 11 trustee to take over
management of the assets.  The prepackaged plan offered by New
Stream, according to the Investors, "offers a mere pittance to the
US/Cayman Investors, funded primarily with 'gifts' from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago."

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


NEWSNET LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NewsNet LLC
          faw KZSW Television Inc
          aw Jose Aquino
             VMas TV LLP
        444 West Rialto Avenue
        San Bernardino, CA 92401

Bankruptcy Case No.: 11-19263

Chapter 11 Petition Date: March 22, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Riverside

Judge: Wayne E. Johnson

Debtor's Counsel: Maxwell C. Agha, Esq.
                  BANKERS HILL LAW FIRM APC
                  160 Thorn Street, Suite 200
                  San Diego, CA 92103
                  Tel: (619) 230-0330
                  Fax: (619) 230-1726
                  E-mail: maxwell.agha@bankershilllaw.com

Scheduled Assets: $241,001

Scheduled Debts: $1,284,602

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-19263.pdf

The petition was signed by Jose Aquino, president/CEO.


NMT MEDICAL: Organogenesis Supply Agreement Kept Confidential
-------------------------------------------------------------
NMT Medical, Inc., submitted an application under Rule 24b-2
requesting an extension of a previous grant of confidential
treatment for information it excluded from the Exhibits to a Form
10-K filed on March 12, 2008.  Based on representations by NMT
Medical, Inc., 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 Organogenesis Inc. Supply Agreement
will not be released to the public until March 13, 2014.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NORTEL NETWORKS: Wants to Sell 666,624 IPv4 Numbers
---------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion seeking approval to sell 666,624
IPv4 numbers free and clear of all liens, claims, encumbrances and
interests. The Company has entered into a sale agreement with
Microsoft Corporation for the sale, assignment and transfer of the
internet numbers for $7.5 million.  The Court scheduled a hearing
on the matter for April 26, 2011.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NOVASTAR FINANCIAL: Inks Option & Registration Pacts With CEO
-------------------------------------------------------------
In conjunction with the Stock Option Agreement between NovaStar
Financial, Inc. and W. Lance Anderson, the Company's Chief
Executive Officer, on March 15, 2011, the Company and Mr. Anderson
also entered into a Registration Rights Agreement on March 15,
2011.  Under the Registration Rights Agreement, the Company will,
under certain circumstances described in the Registration Rights
Agreement, use its reasonable best efforts to register all or any
part of Mr. Anderson's Registrable Securities with the SEC so that
his shares may be more easily resold.  Subject to an applicable
lock-up period and certain conditions, such as eligibility of the
Company to register shares on a Form S-3 and the registration of
securities with an aggregate price of at least $2,500,000, Mr.
Anderson is entitled to make one Demand Registration on Form S-3
and has piggyback registration rights on future registration
statements filed by the Company, subject to customary
restrictions.

A full-text copy of the Registration Agreement is available for
free at http://is.gd/I2XjRU

                       Stock Option Agreement

Under the Option Agreement, the Company's Board of Directors
granted Mr. Anderson an option to purchase 439,000 shares of the
Company's common stock, par value $0.01 per share at a price of
$0.51 per share, which was the closing price of the Common Stock
as quoted by Pink OTC Markets' inter-dealer quotation service on
March 15, 2011.  The Option vests and becomes exercisable in four
equal installments-on Dec. 31 of 2012, 2013, 2014 and 2015 - and
terminates on March 15, 2021.  The Option was granted directly by
the Board of Directors and was not granted under the Company's
existing 2004 Incentive Stock Plan, as amended.

The Option is subject to certain anti-dilution protections,
including with respect to the Company's proposed recapitalization
of its 8.90% Series C Cumulative Redeemable Preferred Stock and
its 9.00% Series D1 Mandatory Convertible Preferred Stock.  If the
Company does not complete the proposed recapitalization of its
preferred stock by Dec. 31, 2011, the number of Option Shares will
be reduced by 198,297, and the number of shares vesting over time
will be adjusted accordingly on a pro-rata basis.  Until Dec. 31,
2014, Mr. Anderson is not permitted to exercise the Option if,
after such exercise, Mr. Anderson would be deemed to own more than
4.9% of the outstanding stock of the Company.

Upon Mr. Anderson's termination from employment with the Company
for Good Reason or without Cause, or upon a Change in Control, the
vesting of the Option will be accelerated and the full number of
then-unexercised Option Shares will become exercisable in full.
Upon the occurrence of the aforementioned events, the Company may,
at its election, pay Mr. Anderson an immediate cash lump sum equal
to the excess of the value of shares of Common Stock for which the
Option has not yet been exercised over the applicable exercise
price payable for such shares, whereupon such payment will fully
satisfy the Company's obligations under the Option Agreement.

Upon Mr. Anderson's death or Disability, the Option may be
exercised, to the extent the Option Shares are then vested, for a
period of twelve months after death or Disability or until the
expiration of the stated term of such Option, whichever period is
shorter.  Upon Mr. Anderson's termination from employment with the
Company for Cause, the Option will terminate.

A full-text copy of the Stock Option Agreement is available for
free at http://is.gd/QBlgLY

                          About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company's balance sheet at Sept. 30, 2010, showed
$41.13 million in total assets, $143.78 million in total
liabilities, and a stockholders' deficit of $102.64 million.


PALI HOLDINGS: Former Execs. Sue Insurer for Coverage
-----------------------------------------------------
Dow Jones' DBR Small Cap reported that a former chief executive
and chief financial officer of Pali Capital Inc. filed a lawsuit
in the case of the defunct broker-dealer's owner in an attempt to
tap into their director and officer insurance coverage.

According to the report, Bradley C. Reifler and David Wasitowski,
who left their posts with Pali Capital in the fall of 2008, are
suing certain underwriters at Lloyd's, London, to recoup a total
of at least $2.31 million they claim was expended in an effort to
shield themselves from a now-dismissed shareholder derivative
action.

"Lloyd's has failed to honor its defense obligations to plaintiffs
under the policy and has failed to pay any portion of fees and
expenses arising from plaintiffs' defense and investigation in
connection with the derivative suit," the former executives said
in the lawsuit, according to DBR.

Pali Holdings Inc. is a New York-based broker dealer.  It filed
for Chapter 11 protection on April 1, 2010 (Bankr. S.D.N.Y. Case
No. 10-11727).  Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in
New York, serves as counsel.  The Debtor disclosed $716,257 in
assets and $31,764,247 debts in its schedules.

Pali Holdings filed for bankruptcy protection after failing to
sell its New York-based securities brokerage, Pali Capital Inc.


PLY GEM HOLDINGS: Reports $27.66 Million Net Income in 2010
-----------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $27.66 million on $995.91 million of net sales for the
year ended Dec. 31, 2010, compared with a net loss of $76.75
million on $951.37 million of net sales during the prior year.

The Company also reported a net loss of $19.63 million on $220.49
million of net sales for the three months ended Dec. 31, 2010,
compared with a net loss of $17.62 million on $214,578 of net
sales for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $922.24
million in total assets, $1.09 billion in total liabilities and
$173.09 million in total stockholders' deficit.

"Ply Gem's fourth quarter and full year results continue to
reflect the challenging conditions that exist in the housing
market today.  Despite these challenging market conditions, Ply
Gem's operating performance improved in 2010 with demonstrated
sales growth, improved operating earnings and increased Adjusted
EBITDA," said Gary E. Robinette, President and CEO of Ply Gem.

"In addition to Ply Gem's improved operating performance in 2010,
I am pleased to report that during the first quarter of 2011, Ply
Gem successfully completed a refinancing of its 11.75% Senior
Secured Notes as well as its asset-based revolving credit
facility.  The refinancing extended the maturity of our
indebtedness with the new 8.25% Senior Secured Notes maturing in
2018 and with the new asset-based revolving credit facility
maturing in 2016.  As a result of these refinancing transactions,
Ply Gem expects to realize annual cash interest savings of over
$21.0 million, which will significantly improve our operating
liquidity and further allow the business to reinvest for future
growth," concluded Mr. Robinette.

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

                        http://is.gd/b88IjC

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PUEBLO OF SANTA: Fitch Affirms 'BB+' Rating on $26 Mil. Bonds
-------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on approximately
$26 million of Pueblo of Santa Ana's outstanding enterprise
revenue bonds.  Fitch also assigns a 'BB' Issuer Default Rating to
Santa Ana and withdraws the previously assigned 'BB' Issuer
Rating.  The assignment of an IDR incorporates Fitch's updated
methodology, which was published on March 18, 2011, in the
criteria report 'Native American Gaming: Rating Methodology'.  The
Rating Outlook is Stable.

Ratings Supported Largely By the Strong Financial Profile:

The 'BB' IDR reflects the strong financial flexibility of Santa
Ana's enterprises, whose revenues secure the enterprise revenue
bonds, and the stable market position Santa Ana's gaming
enterprise has historically maintained in the competitive
Albuquerque market.  Santa Ana's enterprises consist of the 1,460
slot machine Santa Ana Star casino, a separate Hyatt-managed hotel
and two golf courses (together 'Enterprises'), with the casino
comprising nearly 90% of the latest 12 month through Dec. 31, 2010
Enterprises' EBITDA.  Santa Ana's debt to LTM EBITDA was 1.25
times at Dec. 31 and EBITDA coverage of interest and principal was
almost at 4x.  Debt metrics should continue to improve as Santa
Ana's debt amortizes quickly and future significant borrowings are
unlikely in the near term.

The Pueblo's Santa Ana Star casino continues to garner a steady
15% market share (based on state reported net slot win) through
the end of calendar 2010 in the Albuquerque market.  This is
despite significant capital investments by the competition,
including a June 2010 rebranding of Isleta Pueblo's casino into a
Hard Rock and a sizable increase in the number of gaming positions
across the market in 2010.

Future Rating Movement Limited:

The ratings downside is limited in the near term, reflecting Santa
Ana's considerable financial cushion, which would enable the
Pueblo to withstand a potentially prolonged downturn in operations
before risking a covenant violation (EBITDA would have to decline
by 50% to trigger the 2x coverage covenant).  The ratings' upside
is also limited in the near-to-medium term given the Santa Ana
Star's marginal operational diversification and the competitive
nature of the Albuquerque market, with four other Pueblos
operating casinos in the area.  Mitigating these concerns somewhat
is the degree of diversification offered by the Hyatt Regency
Tamaya Resort and Spa (8% of LTM EBITDA) and Santa Ana Star's
attractive location in close proximity to the local population of
Rio Rancho.

Stabilizing Operations:

The operating profile has largely recovered from the recession
operating declines, which began in late 2008 and accelerated in
2009.  With the Enterprises effectively trimming costs, year-over-
year EBITDA growth turned positive in quarter-ending June 30,
2010, while revenues turned the corner in quarter ending Dec. 31,
2010.  The Enterprises' revenue increase of 5% in the last quarter
of calendar 2010 and a 1% decline in the LTM through Dec. 31, 2010
largely mirror the market's 4% and 0% growth in net slot win in
the respective time periods.

Management Turnover Remains a Concern:

Santa Ana Star had three different general managers in a span of a
bit more than two years and has recently seen a turnover in the
CFO position.  The current general manager has been with Santa Ana
Star since December 2010 and has over 20 years of gaming
experience and the current CFO started in March 2011 and has over
10 years of gaming experience.  Management turnover has been cited
by Fitch before as a concern; however, this is mitigated somewhat
by the use of industry consultants.  Since 2004, the management
board of the casino enterprise has employed an industry consultant
to perform quarterly on-site consultations with casino management
and prepare a detailed quarterly report on operational results and
make suggestions for improvements.

Liquidity Remains Strong:

Cash at the enterprise level remains well in excess of the amount
needed for casino cage cash purposes, and the Enterprises
generated significant positive free cash flow in 2010 (cash from
operations less capital expenditures and transfers to the tribal
government).  In contrast, many Native American gaming credits
exhibit free cash flow close to zero after transfers to tribal
government.  The Pueblo does not distribute per cap payments to
its members, enabling for additional flexibility with respect to
governmental budgeting and enterprise transfers to the tribe.
Near-term uses of liquidity are minimal; there are no significant
bullet debt maturities in the capital structure and planned
capital expenditures to be funded out of cash flow are manageable
and are focused on maintenance and renovation projects at the
casino.

Good Recovery Prospects Reflected in Enterprise Bond Rating:

The 'BB+' rating on the enterprise revenue bonds reflects a one
notch positive differential from the IDR, which indicates good
recovery prospects in an event of default, pursuant to Fitch's
updated sector methodology.  The recovery prospects are bolstered
by the revenue bonds' senior security in the Enterprises' cash
flows, which are controlled through a trustee directed flow of
funds.  The bonds are additionally secured by pledged taxes levied
by the Pueblo and are largely levied on the hotel enterprise
through Gross Receipts and Lodgers Taxes.  The notching also
reflects the rapid amortization of the revenue enterprise bonds,
which mature in 2015.

Fitch rates Pueblo of Santa Ana:

  -- IDR 'BB';
  -- Enterprise revenue bonds 'BB+'.


QUIGLEY CO: To Pay $265 Million to Asbestos Claimants
-----------------------------------------------------
Bankruptcy Law360 reports that Pfizer Inc. will pay asbestos
claimants nearly $265 million to end its Quigley Co. Inc.
subsidiary's 7-year-old Chapter 11 case, according to a motion
filed Monday in a New York bankruptcy court.

Law360 says Quigley filed an expedited motion in the U.S.
Bankruptcy Court for the Southern District of New York seeking
approval of the settlement.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


QWEST COMMS: CenturyLink Deal to Cue Fitch to Up IDR From 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of
CenturyLink, Inc., at 'BBB-', removed the rating from Rating Watch
Negative and assigned a Stable Outlook.  In addition, once the
transaction closes, Fitch will upgrade Qwest Communications
International Inc.'s IDR to 'BBB-' from 'BB', remove the rating
from Rating Watch Positive and assign it a Stable Outlook.

The actions reflect Fitch's review of the Rating Watch status
following the placement of the companies' ratings on Rating Watch
on April 22, 2010.  CenturyLink and Qwest Communications
International, Inc., have an agreement to merge in an all-stock
transaction.  The Federal Communications Commission approved the
transaction on March 18, 2011 and the Public Utility Commission of
Oregon is the only remaining approval needed.  The transaction is
expected to close on April 1, 2011.

Fitch notes that as a result of the higher business risk, in order
to maintain an investment-grade rating, CenturyLink would have to
demonstrate the ability to maintain leverage materially below
Fitch's investment-grade rating threshold of 3.0 times for a
traditional rural local exchange carrier and, to sustain financial
flexibility, its dividend payout as a percentage of free cash flow
would have to be no greater than 55%.  Fitch believes that to
maintain an investment grade rating as the company has
transitioned away from being an RLEC, its revenue profile would
have to return to growth, and leverage would need to be maintained
at a level of 2.5x or below.  In addition, Fitch believes
CenturyLink would need to display a dividend payout of 55% or less
in order to maintain financial flexibility.  Fitch would evaluate
the payout in the context of growth initiatives.

The rating recommendation is based on the expectations that
CenturyLink will demonstrate a very gradual improvement in its
revenue profile in combination with solid leverage for the rating
category, strong free cash flows and strong liquidity.  Low cash
tax payments arising from bonus depreciation and Qwest's net
operating loss payments contribute to FCF levels remaining strong
while the company incurs front-end-loaded integration costs even
before material synergies are captured.  These supporting factors
are balanced against the decline of traditional voice and long
distance revenues, primarily in the consumer sector, from wireless
substitution and moderate levels of continuing cable telephony
substitution.

Eventual revenue stability: Fitch expects CenturyLink's revenue to
reach a level of stability in the 2014-2015 timeframe through the
continued growth of high-speed data and certain advanced business
services.  Fitch expects a modest but growing level of revenues
from facilities-based video to contribute stability to the
consumer revenue base.  Fitch notes that higher penetration of
advanced data services and facilities-based video services have
gradually stabilized the wireline revenue streams of other large
incumbent local exchange carriers.  In total, Fitch expects these
revenues and new product offerings will grow in the mid- to high-
single digits, and reach a point where they offset the declines in
the traditional legacy voice services.  In the aggregate, Fitch
expects revenue declines to be in the low single digits by 2012,
as the most exposed revenue stream -- consumer voice -- is
declining in importance.  Fitch would re-evaluate the Rating
Outlook if revenues were not making progress to stability.

Financial performance: Pro forma for the acquisition of Qwest, net
leverage for 2010 as well as 2009 net leverage (Embarq pro forma
for the whole year), excluding synergies, was relatively strong
and stable at approximately 2.3x and 2.4x, respectively.  On a
stand-alone basis, CenturyLink's gross leverage was 2.1x for 2010
even after Embarq merger integration costs and the M&A costs for
the Qwest transaction.

Fitch expects gross debt/EBITDA to approximate 2.5x or less in
2011, and gradually decline thereafter as debt is reduced.
Fitch's expectations exclude integration and merger-related costs,
which would be at their peak levels in the first year after the
merger, and any noncash, mark-to-market write-up of Qwest's debt.
On a net leverage basis, Fitch believes by 2012 leverage could
reach 2.2x.  At year-end 2010, on a pro forma basis the company
had $18.73 billion in net debt.  By 2012, Fitch's expectations
call for a decline in net debt to slightly more than $16 billion.

Operating environment: Secular issues are having a great impact on
voice revenues which have become a commodity in the residential
market and substitutable by wireless services or cable telephony
providers.  However, in Fitch's view, these issues are likely to
have a lessening effect on overall results given they are becoming
a smaller proportion of the revenue base.  Pro forma, residential
lines are less than 61% of the total, down from 73% for
CenturyLink in 2008 (before Embarq and Qwest).

CenturyLink indicates 35% of 2010 pro forma revenue came from
consumer services, of which a material proportion consists of
high-speed data services.  Fitch believes that as CenturyLink's
high-speed data product continues to grow at a moderate pace, in
combination with the deployment of facilities-based video in its
own and legacy Qwest service areas, consumer revenue can be
stabilized.  In 2010, the consumer wireline businesses of AT&T,
Inc. and Verizon Communications, Inc. reached a relatively stable
point as revenues from high-speed data and facilities-based video
have grown beyond 40%.

In Fitch's view secular issues are not having the impact on the
provision of business services as in providing services to
consumers, as the level of wireless substitution is lower and
there is growth in demand for data and IP services in the business
sector.  A portion of the reduction in business lines is
recaptured in data revenues due to technology shifts.  In
addition, wireline carriers are experiencing growth in demand for
fiber-to-the-cell tower backhaul services given the rapid demand
growth for wireless data services.

Proposed synergies: CenturyLink estimates operating cost synergies
approximating $575 million will be realized over a three- to five-
year time period and that capital expense savings approximating
$50 million will be achieved within two years.  In Fitch's view,
CenturyLink's estimate is reasonable, approximating 8% of Qwest's
2010 cash operating expenses, which is a bit less than the
original expectations for the Embarq transaction and is much lower
than expectations in other recent rural local exchange carrier
transactions.  In developing its view of CenturyLink's potential
synergy realization, Fitch has assumed the majority of the
synergies will not be attained until early 2013.

Integration expenses: Fitch expects integration costs to be in
line with CenturyLink's announced $650 million-$800 million in
terms of operating costs and $150 million-$200 million in terms of
capital costs, with such amounts front-end loaded.

Regulatory approval process: In Fitch's assessment, the conditions
placed on the merger by the regulatory approval process are
manageable.  Such conditions were largely as anticipated based on
previous acquisitions in the industry.  Such conditions include
the expansion of broadband services into underserved areas as well
as the implementation of increased broadband speeds.  The
commitment with the FCC, which could exceed $1 billion in total
over a seven-year period, is manageable in the company's normal
mid-$2 billion annual capital budget and a substantial portion
likely reflects the continuation of past broadband spending.  In
addition, the companies reached agreements with competitive local
exchange carriers where they agreed to continue to maintain
wholesale operating systems (the systems CLECs interface with),
and interconnection agreements for certain minimum periods of
time.  Notice would be provided to competitors before
transitioning wholesale interfaces.

Aspects of the transaction supporting the recommendation:

  -- Increased scale allowing for increased investment in areas
     that support stronger revenue growth.  Such areas include
     facilities-based video (IPTV), data hosting, wireless
     services, and potentially a broader range of strategic
     acquisitions.  Also the scale should provide for increased
     business opportunities where, on a combined basis they will
     be in a stronger bidding position than on a standalone basis.

  -- Free cash flows likely to be relatively strong, based on
     expected capital spending levels and reduced cash taxes,
     enabling the company to reduce debt and retain stable credit
     metrics. Strong FCF is critical as the company transitions to
     intermediate-term revenue growth.

  -- After the acquisition, CenturyLink's exposure to the federal
     universal service funding program will decline to
     approximately 2% of revenue from 4%, and switched access
     revenues from 8% to 4%, both of which have been under
     considerable pressure.

Pro forma CenturyLink's total debt was $19.3 billion at Dec. 31,
2010, and cash and equivalents amounted to approximately $545
million.  Financial flexibility will be provided through a
revolving credit facility that will be expanded to $1.7 billion
from $1 billion upon the close of the transaction.  The revolving
credit facility matures in January 2015.  The principal financial
covenants in CenturyLink's facility limit debt to EBITDA for the
past four quarters to no more than 4.0x and EBITDA to interest
plus preferred dividends (with the terms as defined in the
agreement) to no less than 1.5x.  QC has a maintenance covenant of
2.85x and an incurrence covenant of 2.35x.  The new facility is
guaranteed by Embarq, and upon the close of the transaction, will
be guaranteed by QCII and QSC.

Fitch believes pro forma CenturyLink has the financial flexibility
to manage upcoming maturities due to its FCF and credit
facilities.  For the remainder of 2011, debt maturities total $825
million (excluding the $280 million on CenturyLink's credit
facility as of Feb.  28, 2011), in 2012 a total of $1.8 billion
matures, and in 2013 nearly $1.5 billion matures.  Going forward,
Fitch expects CenturyLink to refinance debt at QC, and will also
issue debt at the CenturyLink level.  Similar to its financing
strategy with Embarq, CenturyLink will no longer issue debt at
QCII or QCF.  CenturyLink has a universal shelf registration
available for the issuance of debt and equity securities, as well
as a $1.5 billion authorized commercial paper program.  The
company effectively limits borrowing under the program to the
amount available under the credit facility.  There was no
commercial paper outstanding as of Dec. 31, 2010.

Fitch estimates pro forma FCF in 2011 will be in the $1.1 billion
to $1.3 billion range, after dividends, capital spending, and the
after-tax effect of modest contributions to the pension plan.

Fitch affirms these CenturyLink ratings with a Stable Outlook:

CenturyLink

  -- Long-Term IDR at 'BBB-';
  -- Senior Unsecured revolving credit facility at 'BBB-';
  -- Senior Unsecured debt at 'BBB-';
  -- Short-Term IDR at 'F3';
  -- Commercial paper at 'F3'.

Embarq Corp.

  -- Long-Term IDR at 'BBB-';
  -- Sr.  unsecured notes at 'BBB-'.

Carolina Telephone & Telegraph

  -- IDR at 'BBB-';
  -- Debentures at 'BBB-'.

Embarq - Florida, Inc.

  -- IDR ' at BBB-';
  -- First mortgage bonds at 'BBB'.

Fitch maintains these ratings on Rating Watch Positive:

Qwest Communications International, Inc.

  -- IDR 'BB';
  -- Senior Unsecured Notes (guaranteed by QSC 'BB+').

Qwest Corporation

  -- IDR 'BB'.

Qwest Services Corporation

  -- IDR 'BB'.

Qwest Capital Funding

  -- IDR 'BB';
  -- Senior unsecured notes 'BB'.

Fitch affirms these ratings with a Stable Outlook:

Qwest Communications International, Inc.

  -- Senior Secured Credit Facility at 'BBB-'.

Qwest Corporation

  -- Senior unsecured notes at 'BBB-'.


RAHAXI INC: Pendle Properties Owns 100MM Shares of Common Stock
---------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Pendle Properties Ltd. disclosed that it beneficially
owns 100 million shares of common stock of Rahaxi, Inc.

                         About Rahaxi Inc.

Rahaxi, Inc. (OTC BB: RHXI) is a provider of electronic payment
processing services, including credit and debit card transaction
processing, point-of-sale related software applications and other
value-added services.  The Company's principal offices are in
Wicklow, Ireland.  The Company also has offices in Helsinki,
Finland and Santo Domingo, the Dominican Republic.  While the
Company's offices in Finland and Ireland will primarily focus on
the European market, the Company's office in the Dominican
Republic will continue to pursue opportunities in the Caribbean
and Latin America, including its recently developed electronic PIN
distribution application for point of sale solutions in
association with some of the most important telecommunications
companies in the Dominican Republic and Haiti.

The Company's balance sheet as of March 31, 2010, showed
$2,596,123 in assets, $7,522,578 of liabilities, for a
stockholders' deficit of $4,926,455.

RBSM LLP, in New York, expressed substantial doubt about the
Company's financial statements for the fiscal year ended June 30,
2009.  The independent auditors noted that the Company is
experiencing difficulty in generating sufficient cash flow to meet
it obligations and sustain its operations.


RANCHER ENERGY: Closes Sale of Assets to Linc Energy
----------------------------------------------------
In a regulatory filing Monday, Rancher Energy Corporation
discloses that on March 16, 2011, it closed on the sale
of substantially all of its assets pursuant to the Asset and
Purchase Agreement with Linc Energy Petroleum (Wyoming), Inc.,
dated as of Dec. 20, 2010.  As reported in the TCR on March 1,
2011, the sale of assets was approved by the U.S. Bankruptcy Court
for the District of Colorado on Feb. 24, 2011.

In exchange for cash of $20 Million plus other potential future
consideration up to $825,000, and subject to other adjustments as
specified in the Asset Purchase Agreement, the Company sold all
right, title and interest in and to substantially all operating
assets, properties, rights and business of every kind, character
and description, to the extent owned, held or primarily used in
the conduct of the Company's business.  At Dec. 31, 2010, the
Company's total assets, not counting cash and cash equivalents and
operator bond deposits had a total net book value of $16,500,000.
Funds from the sale of assets were primarily used to pay
outstanding principal and accrued interest on a Debtor-In-
Possession Loan.

                       About Rancher Energy

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

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

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

On Feb. 24, 2011, the Bankruptcy Court approved the sale of
substantially all of the Company's assets to DIP Lender Linc
Energy Petroleum, Inc., for the price of approximately
$20 million.

The Company's balance sheet at Dec. 31, 2010, showed $17.7 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $228,272.


REDDY ICE: Avenir Corporation Discloses 5.7% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avenir Corporation disclosed that it
beneficially owns 1,299,335 shares of common stock of Reddy Ice
Holdings, Inc., representing 5.7% of the shares outstanding.  As
of Nov. 2, 2010 there were 22,944,084 shares of common stock
outstanding.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


RIVIERA HOLDINGS: Posts $20.8 Million Net Loss in 2010
------------------------------------------------------
Riviera Holdings Corporation filed on March 21, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

The Company reported a net loss of $20.8 million on $119.2 million
of net revenue for 2010, compared with a net loss of $24.9 million
on $134.0 million of net revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$188.7 million in total assets, $292.5 million in total
liabilities, and a stockholders' deficit of $103.8 million.

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

                       http://is.gd/KWezAH

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

If the Plan of Reorganization is not substantially consummated:
(a) the Plan of Reorganization will be deemed null and void and
the Company will then seek to reorganize pursuant to a different
plan which will need to meet the confirmation standards of the
Bankruptcy Code; (b) the Lockup Agreement will no longer be in
effect; and (c) the Company may be required to obtain interim
financing, if available, and liquidate its assets which may have a
material adverse effect on the financial position, results of
operations, or cash flows of the Company.


RQB RESORT: Wants Plan Filing Deadline Moved to April 8
-------------------------------------------------------
RQB Resort LP and RQB Development LP ask the U.S. Bankruptcy Court
for the Middle District of Florida to further extend their
exclusive periods to file a Chapter 11 plan until April 8, 2011,
and solicit acceptances of that plan until June 7, 2011.

This is the Debtors' second request of extension of time.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SEAVIEW PLACE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Seaview Place Developers, Inc.
        1170 Gulf Boulevard, #201
        Clearwater Beach, FL 33767

Bankruptcy Case No.: 11-05126

Chapter 11 Petition Date: March 22, 2011

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

Debtor's Counsel: David S. Jennis, Esq.
                  Chad S. Bowen, Esq.
                  JENNIS & BOWEN, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: ecf@jennisbowen.com

Scheduled Assets: $24,769,500

Scheduled Debts: $15,147,744

The petition was signed by Joseph R. Borda, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
M.Wolf & A. Quintan                Sales Contract          $25,000
1504 Bay Road, #825                Settlement (Unit 201)
Miami Beach, FL 33139

Shane Edrington                    Sales Contract          $22,858
9374 E. Sharon Drive               Settlement (Unit 406)
Scottsdale, AZ 85260

First Insurance Funding            Insurance Services       $7,744
P.O. Box 66468
Chicago, IL 60666

Jacob David Varn, Esquire          Legal Services           $4,874
Fowler White Boggs PA

Bright House Networks              Bulk Cable Service       $4,818

Progress Energy Florida, Inc       Utility Services         $4,499

Otis Elevator Company              Elevator Service         $3,882

Victor William Holcomb, Esq.       Legal Services           $2,602

Adair Executive Services, Inc.     Security Service         $2,191

St. Petersburg Times               Advertising              $1,920

Progress Energy Florida, Inc.      Utility Services         $1,466

USAA                               Credit Card              $1,426

A Little Off the Top               Landscaping Service      $1,300

Seaview Sunsets, LLC               Contract Reimbursement   $1,000

Charles Buono                      Contract Reimbursement   $1,000

City of Clearwater                 Gas Service                $755

Bernie J. Egan, Jr., CPA           Accounting Services        $750

A.S.K. Janitorial                  Goods/Services Rendered    $741

Verizon                            Utility Services           $450

Dart Electronics                   Alarm Service              $330


SAHARA ENERGY: Completes Bankruptcy Proposal, Equity Debt Swap
--------------------------------------------------------------
Sahara Energy Ltd. has announced the completion of payments
pursuant to the bankruptcy proposal approved by creditors of the
Company on June 22, 2010.  In connection with the Proposal, the
Company made cash payments totalling $580,845.56 and issued
7,424,152 common shares in the capital of the Company to satisfy
claims of its secured and unsecured creditors in accordance with
the terms of the Proposal.

Sahara has also completed its previously announced issuance of
967,029 Common Shares in full satisfaction of certain debts,
including applicable interest, aggregating $105,164.38.  The
Common Shares issued as consideration for cancelling the debt were
issued at a deemed price per Common Share of $0.10875, being the
discounted market price as determined by the closing price of the
Common Shares on the TSX Venture Exchange on Jan. 6, 2011, the day
before the initial announcement of the Common Share issuance by
Sahara.

Following issuance of the Common Shares pursuant to the Proposal
and the Shares for Debt Transaction, Sahara will have 72,730,568
Common Shares issued and outstanding.

                         Operational Update

Sahara has reactivated four 100% owned oil wells at Lloydminster
which are currently producing approximately 60 barrels of oil per
day.  Sahara's current total production is 70 bopd. Sahara owns
land in the Lloydminster/Blackfoot area allowing for six 100% oil
drilling locations and one 50% oil drilling location.

Sahara has farmed out two 100% owned wellbores, for oil
recompletions in the Hayter area of Alberta.  The farmout
agreement allows for the industry partner to recomplete, equip and
put on production the two wellbores by spending up to $870,000.
The operator will be completing the two wellbores using the
Penedrill "MaxPerf" technology.  Sahara will retain a 5% to 15%
sliding scale royalty before payout converting to a 25% working
interest after payout.  Sahara owns 100% of 120 additional acres
at Hayter allowing for 3 more oil drilling locations.

As reported in the Troubled Company Reporter on March 24, 2010,
Sahara Energy Ltd. filed a Notice of Intention to Make a Proposal
pursuant to section 50.4 of the Bankruptcy and Insolvency
Act (Canada).   The Filing resulted in an automatic 30 day stay of
proceedings which protects the Company from its creditors.  It was
the Company's intention to file a Proposal for consideration by
its creditors.

The trustee named in the Filing is Deloitte & Touche Inc. of
Calgary, Alberta.

Sahara Energy Ltd. is a junior oil and gas company focused on the
acquisition, exploration, exploitation and development of oil and
natural gas in western Canada.


SAI RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sai Restaurants Inc.
          dba Masala Art
        10 Butterfield Road
        Lexington, MA 02420

Bankruptcy Case No.: 11-12385

Chapter 11 Petition Date: March 22, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Michael R. Levin, Esq.
                  ATTORNEY MICHAEL R. LEVIN
                  1500 Providence Highway, Suite 36
                  Norwood, MA 02062
                  Tel: (781) 255-1300
                  Fax: (781) 255-1335
                  E-mail: mrlbcy@hotmail.com

Scheduled Assets: $130,000

Scheduled Debts: $2,357,818

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-12385.pdf

The petition was signed by Vinod Kapoor, president.


SHEARER'S FOODS: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Ohio-based Shearer's Foods Inc., to
'B-' from 'B'.  The outlook is developing.

S&P also lowered the issue-level rating on Shearer's senior
secured credit facility to 'B-' from 'B'.  The recovery rating
remains at '3', indicating S&P's expectations for meaningful
(50%-70%) recovery in the event of a payment default.

"The downgrade reflects Shearer's weaker-than-expected operating
performance and S&P's belief that covenant cushion levels will be
very tight for the quarter ending March 31, 2011," said Standard &
Poor's credit analyst Bea Chiem.

The ratings further reflect S&P's opinion that Shearer's financial
profile is highly leveraged, given its significant debt burden
and less-than-adequate liquidity, as well as S&P's view that the
company has a vulnerable business risk profile due to its narrow
product focus, relatively high customer concentration, and limited
international presence.

The developing outlook reflects S&P's concern that Shearer's will
not meet its budget for fiscal 2011, potentially resulting in its
inability to remain in compliance with its leverage covenants over
the next three quarters.

Shearer's is a producer and distributor of co-packed, private-
label, and branded snack foods.  Privately held, the company is
the largest manufacturer of kettle chips in the U.S., and competes
within a narrow sector of the $33 billion North American snack
food industry.


SHILO INN: Files Restructuring Plan, Disclosure Statement
---------------------------------------------------------
Shilo Inn Killeen LLC has filed with the U.S. Bankruptcy Court for
the Central District of California a Chapter 11 plan of
reorganization and a disclosure statement explaining its proposed
plan.

Under the restructuring plan, Shilo Inn proposes to pay all claims
in full unless otherwise agreed to with the claimants.

The sources of money earmarked to pay creditors and interest-
holders include Shilo Inn's cash on hand as of the effective date
of the proposed plan and future earnings from its continued
operations.  The reorganized company is expected to have cash on
hand of approximately $474,390 on the effective date, which is
projected to occur on June 1, 2011.

               Classification & Treatment of Claims

                                 Amount of Each Payment/
Classes                          Total Amount to be Paid
-------                          -----------------------
Class 1                          $46,500 for first three months,
Allowed Secured Claim of         with payment of $46,398 in four
Tax Appraisal District           month for total payment of
of Bell County                   $185,898

Class 2                          Total amount of $15,350,000;
Allowed Secured Claim            100% to be paid
of Cathay Bank

Class 3                          Total amount estimated to be
Allowed Unsecured Claims         $189,000; 100% to be paid
excluding insiders               (excluding interest)

Class 4                          Total amount estimated to be
Allowed Unsecured Claims         $505,000; 100% to be paid
of insiders                      (excluding interest)

Class 5                          No payments; Mr. Hemstreet's
Equity Interests                 membership interests in Shilo
Mark S. Hemstreet as             Inn will be retained
Interest Holder

Non-insider general unsecured creditors can expect to have their
claims paid in full.  The first payment in the sum of $47,250 will
be made on the effective date, which is anticipated to be on June
1, 2011.  The reorganized company will make three additional
payments, each in the sum of $47,250 in the months following the
effective date, for a total payout of $189,000 to non-insider
general unsecured creditors.

Classes 1 to 4 are impaired and therefore, they are entitled to
vote either to accept or reject the proposed restructuring plan.
Meanwhile, Class 5 is unimpaired.

Administrative expense claims will be paid on the effective date.
The administrative claim of Shilo Inn's bankruptcy counsel, Levene
Neale Bender Yoo & Brill LLP, for $100,000 will be paid in four
installments, each in the sum of $25,000.

Shilo Inn's lawyer, David Golubchick, Esq., at Levene Neale
Bender, said the recovery by unsecured creditors in a Chapter 7
liquidation would be less than the recovery proposed by the
company's restructuring plan.

Mr. Golubchick pointed out that the trustee appointed in a Chapter
7 case would be unable to realize the full value of all the
company's assets, and would be entitled to compensation further
diluting the distribution to creditors.

Shilo Inn's proposed restructuring does not provide for the sale
or transfer of any property of the company.  With respect to Shilo
Inn's unexpired leases and executory contracts, those that will
not be assumed on the effective date will be deemed rejected.

The Bankruptcy Court will hold a hearing on March 24, 2011, to
consider the disclosure statement.

                        About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy on Dec. 6, 2010 (Bankr. C.D. Calif. Case No.
10-62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.


SHILO INN: Wins Final Approval to Use Cash Collateral
-----------------------------------------------------
Shilo Inn Killeen LLC obtained final approval from the U.S.
Bankruptcy Court for the Central District of California to use the
cash collateral of Cathay Bank.

In a 13-page order, the Bankruptcy Court authorized Shilo Inn to
use the cash collateral of its senior secured creditor from
January 11, 2011 to the "termination date."

Shilo Inn's right to use the cash collateral will terminate on
March 31, 2011, or upon an event of default or issuance of a court
order terminating the use of cash collateral.  It can be extended,
however, with the consent of Cathay Bank and without a further
court order or hearing.

An event of default includes material breach of the terms of the
final order, conversion of Shilo Inn's bankruptcy case to one
under Chapter 7, among other things.

In exchange for the use of its cash collateral, Cathay Bank will
be provided "adequate protection" of its interests in the cash
collateral as well as in the prepetition collateral.  Shilo Inn is
required by the court order to make payments to the bank as
adequate protection.

Cathay Bank will also be granted replacement security interests
and liens on all of Shilo Inn's assets.  In case the replacement
liens are insufficient to protect its interests, Cathay Bank will
be granted a "super-priority cost of administration claim,"
subject to further court approval.

The court order further requires Shilo Inn to maintain insurance
for the prepetition and postpetition collateral.


SKILLED HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Skilled Healthcare Group Inc.  S&P also
revised its outlook on the company to positive from stable.

"The outlook revision primarily reflects the company's improved
operating prospects," said Standard & Poor's credit analyst David
Peknay, "bolstered by a revision in Medicare reimbursement payment
classifications, which outweighs the ongoing exposure to Medicaid
budget pressures." S&P's belief that the company can sustain its
higher EBITDA margin raises the potential for an upgrade within a
year.

"The speculative-grade rating on Skilled Healthcare remains tied
to a weak business risk profile," added Mr. Peknay, "highlighted
by its geographic concentration, reimbursement risk, and
competition."  As a moderate-size company in a limited number of
markets, Skilled Healthcare is subject to potentially adverse
shifts in local economic and political developments, and Medicaid
(for the indigent) and managed care reimbursement in its key
areas.


TESORO INC: S&P Affirms 'BB+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Tesoro Inc. and revised the outlook
on the company to stable from negative given S&P's expectation
of continued favorable market conditions and improved financial
performance by Tesoro over the next year.

At the same time, Standard & Poor's affirmed its 'BB+' (same
as the corporate credit rating) issue rating on Tesoro's senior
unsecured debt issues.  The recovery rating is '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery in the
event of a default.  S&P also assigned its 'BBB' issue rating
(two notches higher than the corporate credit rating) and '1'
recovery rating to Tesoro's new $1.85 billion senior secured
credit facility.  The '1' recovery rating indicates S&P's
expectation of very high (90% to 100%) recovery for lenders
in the event of a default.

"The ratings on Tesoro Corp. are based on the company's fair
business risk profile as one of the largest independent oil
refiners, and its significant degree of financial risk," said
Standard & Poor's credit analyst Scott Sprinzen.  Tesoro operates
seven refineries of varying complexity, with total throughput
capacity of 665,000 barrels per day (which will increase by about
10,000 barrels per day as a result of a just-announced expansion
project).  In addition, it has a network of about 1,200 branded
retail gasoline stations and convenience stores in the western
U.S., of which over 380 are company-operated.

The U.S. refining sector poses a high degree of industry risk.
Demand is subject to wide fluctuations over the course of the
business cycle.  Refiners are also subject to volatile shifts in
the differential between crude oil feedstocks and end-market
selling prices.  There is also a high degree of fixed capital
intensity to maintain competitive production facilities and
related distribution systems, particularly in light of the
investment burden relating to regulatory mandates, as well as
substantial working capital investment requirements to maintain
adequate inventory levels.  Moreover, the industry is beset by
excess production capacity: although the last few years have seen
some closures of outmoded facilities, these actions have been
largely offset by the development of new capacity, particularly in
India and China.  Demand in the western markets is largely mature,
owing in part to government efforts to improve automotive fuel
efficiency and increase utilization of alternative energy sources.
Lastly, there is a high degree of operating risk, with extended,
unplanned facility outages being relatively common in the
industry.

The competitiveness of Tesoro's refineries varies widely.  The
Mid-Continent refineries benefit from favorable regional market
dynamics, in that limited crude and refined product pipeline
capacity provides market insulation that is not enjoyed by the
Gulf and East coast markets.  S&P believes Tesoro's well-
positioned and efficient refineries in Utah and North Dakota are
currently performing extremely well given their access to highly-
discounted crude oil and presence in markets with a relatively
good supply/demand balance.

However, S&P views the longer range prospects of Tesoro's
operations in California as clouded.  Historically, Tesoro's
refineries in California generated above-average margins given
their ability to meet fuel specifications imposed by the
California Air Resources Board that most refineries outside the
PADD V region were unable to supply economically.  However,
Tesoro's refineries in California are not as efficient as some
of its direct competitors.  Also, the economy in California was
particularly hurt by the past recession, and persisting economic
weakness, including above-average unemployment, has caused
depressed demand for gasoline.  Moreover, ongoing changes in
regulatory standards in the U.S. pose significant uncertainties
for the refining sector, but of particular importance to Tesoro
are new regulations in California (where 40% of Tesoro's refining
capacity is located) intended to reduce the emission of carbon
dioxide.  Within California, direct refinery emissions of carbon
dioxide will come under the new regulations starting next year,
and in 2015 refiners will also be held accountable for the
emissions stemming from the use of the transportation fuel they
produce, primarily automobile emissions.  The related cost burden
could be substantial for Tesoro and some of its peers, depending,
in part, on how the program is ultimately implemented.

S&P's stable rating outlook is based on the assumption that
refining market conditions remain relatively favorable over the
next year.  While S&P has concerns regarding the company's longer
range profit potential given difficult industry fundamentals and
the potential cost and investment burden stemming from new
environmental regulations, S&P views these as longer range issues
that are outside the one-year time frame addressed by the outlook.
S&P expects healthy operating results and meaningful cash flow
generation at least through 2011.  However, given S&P's assessment
of Tesoro's business risk and the inherent volatility of the
industry, S&P currently views an upgrade as unlikely.


SMART-TEK SOLUTIONS: Brian Bonar Does Not Own Common Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Brian Bonar disclosed that he beneficially
owns 0 shares of common stock of Smart-Tek Solutions, Inc.  Mr.
Bonar cancelled the 45 million shares of Smart-Tek Solutions Inc.
previously issued as a result of the amending of the marketing
partner agreement between Mr. Bonar and the Company on Dec. 9,
2010.  The purpose of the amendment was to clarify the basis for
which shares for compensation are to be issued to Mr. Bonar.
Based on the new terms, Mr. Bonar has not earned any shares as of
this date.  This amended agreement will ultimately result in the
reissuance of the 45 million shares to Mr. Bonar upon reaching the
performance goals of the amended agreement.

In May, 2009, Smart-Tek appointed Mr. Bonar to the board of
directors of Smart-Tek Automated Services Inc. with the goal to
start-up the new business line focused on providing integrated and
cost-effective management solutions in the area of human resources
for public and private companies.  On June 17, 2009, the Company
entered into a Marketing Partner Agreement with Mr. Bonar whereby
Mr. Bonar would promote and market the new line of business and
services of Company to prospective clients.

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company's balance sheet at Dec. 30, 2010, showed $6.86 million
in assets, $6.26 million in total liabilities, all current, and
stockholder's equity of 605,347.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


ST. ANSELM EXPLORATION: SEC Sues Officers With Fraud
----------------------------------------------------
The Securities and Exchange Commission filed a civil injunctive
action on March 17 in the United States District Court for the
District of Colorado charging Denver-based St. Anselm Exploration
Co.; its three principals, Michael A. Zakroff, Anna M.R. Wells,
and Mark S. Palmer; and Steven S. Etkind, its vice president of
corporate development, with securities fraud.  Specifically, the
Commission's complaint alleges that from at least January 2007
through August 16, 2010, the Defendants engaged in a fraudulent
high-interest promissory note program to fund St. Anselm's
operations.

The Commission's complaint specifically alleges that defendants
Zakroff, Wells, and Palmer, all of whom reside in Colorado, and
Etkind, who resides in New Mexico, solicited investors in New
Mexico, Colorado, and other states and offered high annual
investment returns ranging from 18% to 36%.  The complaint also
alleges that as of Sept. 30, 2010, St. Anselm owed approximately
200 investors a total of over $62 million in outstanding notes.

The complaint further alleges that the Defendants solicited
investors by falsely representing and implying that St. Anselm was
profitable and able to pay investors both from the recurring
revenue from oil and gas production and from the larger, but less
frequent, sales of asset packages.  The complaint also alleges
that the Defendants failed to disclose to investors St. Anselm's
true financial condition and that St. Anselm depended on the
proceeds of new promissory note sales to service its debt.  In
fact, from January 2007 to August 16, 2010, St. Anselm had paid
investor returns and note redemptions almost exclusively with
funds from other investors in Ponzi-like fashion.

The Commission's complaint alleges that all of the defendants
violated the antifraud provisions of the securities laws in
Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and Section 17(a) of the Securities Act of 1933.
The Commission's complaint seeks preliminary and permanent
injunctions, third-tier civil penalties, disgorgement plus
prejudgment interest, and other relief.


STILLWATER MINING: Six Officers/Directors Report Shares Ownership
-----------------------------------------------------------------
In separate Form 3 filings with the U.S. Securities and Exchange
Commission, directors and officers at Stillwater Mining Co.
disclosed beneficial ownership of the Company's common stock.
They are:

     Director                     Amount
     --------                     ------
     Ajay Paliwal                 5,070
     Mark V. Sander               5,857
     Michael Schiavone            9,852
     Michael S. Parrett           6,957
     Greg R. Struble             16,741
     Michael E. McGuire Jr.      12,987

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

Stillwater carries 'Caa1' corporate family and probability of
default ratings, with 'stable' outlook, from Moody's Investors
Service.  It has 'B' issuer credit ratings from Standard & Poor's.


T3 MOTION: Amends Form S-1 Prospectus; To Offer 2.5 Million Units
-----------------------------------------------------------------
In an amended Form S-1 filing with the U.S. Securities and
Exchange Commission, T3 Motion, Inc., said it is offering
2,500,000 units of the Company's securities, each unit consisting
of one share of the Company's common stock, one Class H warrant
and one Class I warrant.  Each Class H warrant entitles the holder
to purchase one share of the Company's common stock at an exercise
price of $3.00.  The Class H warrants cannot be exercised until
three months after issuance.  Each Class I warrant entitles the
holder to purchase one share of the Company's common stock at an
exercise price of $5.25.

The initial public offering price for the units offered is
estimated to be between $3.00 and $4.00 per unit.  Concurrently
with the pricing of this offering, the Company will effect a one-
for-10 reverse stock split.  The assumed public offering price per
unit, assuming a mid point price, is $3.50.  After the completion
of reverse stock split and this offering, the market price of the
Company's common stock may be different from its current price.

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

                        http://is.gd/PKKKUi

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$3.81 million in total assets, $16.56 million in total
liabilities, and a stockholders' deficit of $12.75 million.  At
Sept. 30, 2010, the Company has an accumulated deficit of
$40.41 million, a working capital deficit of $14.32 million and a
cash balance of $40,966.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred
significant operating losses and had negative cash flows from
operations since inception and at Dec. 31, 2009, has a working
capital deficit of $11.01 million and an accumulated deficit of
$33.06 million.


TEMPUS RESORTS: US Bancorp Objects to Chapter 11 Plan
-----------------------------------------------------
U.S. Bancorp Equipment Finance Inc., formerly known as Lyon
Financial Services Inc., objects to the Chapter 11 plan of
reorganization of Tempus Resorts International Ltd. and its
debtor-affiliates in the U.S. Bankruptcy Court for the Middle
District of Florida.

The bank tells the Court that it filed its proof of claim
reflecting a $167,835 secured claim.  However, Debtors have failed
to include the bank's secured claim in the proposed plan.

According to the Troubled Company Reporter on March 16, 2011,
the Debtors' plan provides that holders of Allowed Administrative
Claims will be paid in full on the Effective Date of the Plan from
the Debtors cash on hand.  Holders of Allowed Priority Claims, to
the extent any such claims exist, will be paid over a period of
five years from the Petition Date with interest.  Existing equity
in the Debtors will be canceled, the Debtors will be substantively
consolidated into a Reorganized Debtor, and the Tempus
Acquisition, LLC ("TAC") DIP Loan obligations will be converted
into new equity in the Reorganized Debtor.

The anticipated combined disclosure statement and confirmation
hearing for the Debtors' plan is set for April 20, 2011, at 11:00
a.m.

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

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  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.


THEATRE CLUB: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Theatre Club of Los Angeles, LLC a California LLC
        940 South Figueroa Street
        Los Angeles, Ca 90015

Bankruptcy Case No.: 11-21918

Chapter 11 Petition Date: March 21, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Aamir Raza, Esq.
                  LAW OFFICE OF AAMIR RAZA
                  655 North Central Avenue, #1700
                  Glendale, Ca 91203
                  Tel: (818) 649-7782

Scheduled Assets: $28,493,995

Scheduled Debts: $8,088,782

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-21918.pdf

The petition was signed by David G. Houk, managing member of Houk
3 Entertainment LLC, the managing member of debtor.


THORNBURGH RESORT: Creditors Meeting Scheduled for April 13
-----------------------------------------------------------
Wendy Culverwell at the Portland Business Journal reports that a
meeting of creditors of Thornburgh Resort Co. LLC is scheduled for
1:30 p.m. April 13, 2011.

According to the Portland Business Journal, owner Kameron
DeLashmutt sent Thornburgh Resort to Chapter 11 protection after
his vision of building the region's most luxurious residences
around golf courses designed by celebrity players failed to
materialize.  According to the report, an investor said the bank
had foreclosed on the development site.  The bankruptcy petition
is silent on bank loans.

Based in Bend, Oregon, Thornburgh Resort Company LLC filed for
Chapter 11 bankruptcy protection on March 11, 2011 (Bankr. D. Ore.
Case No. 11-31897).  Judge Trish M. Brown presides over the case.
Gary U. Scharff, Esq., Law Office of Gary Underwood Scharff,
represents the Debtor.  The Debtor estimated assets of between $1
million and $10 million, and debts of between $10 million and $50
million.


TRANS-LUX CORPORATION: Sr. Subordinated Notes Delisted From NYSE
----------------------------------------------------------------
NYSE Amex notified the U.S. Securities and Exchange Commission
regarding the removal from listing or registration of Trans Lux
Corp.'s Limited Convertible Senior Subordinated Notes due 2012
under Section 12(b) of the Securities Exchange Act of 1934.

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$35.43 million in total assets, $33.30 million in total
liabilities, and stockholders' equity of $2.13 million.

The Company reported a net loss of $8.8 million on $28.5 million
of revenue for 2009, compared with a net loss of $8.0 million on
$36.7 million of revenue for 2008.  The Company incurred a net
loss of $5.26 million for the nine months ended Sept. 30, 2010,
and has a working capital deficiency of $17.17 million as of Sept.
30, 2010.

As reported in the Troubled Company Reporter on April 24, 2010,
UHY LLP, in Hartford, Connecticut, 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 incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% Subordinated
Debentures and its 8 1/4% Limited Convertible Senior Subordinated
Notes.


TUCSON OWLS: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tucson Owls, LLC
          dba Olws Club
        378 North Main
        Tucson, AZ 85701

Bankruptcy Case No.: 11-07310

Chapter 11 Petition Date: March 19, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.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 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-07310.pdf

The petition was signed by Raul FCO G. Pina.


WENTWORTH ENERGY: Suspends Duty to File Reports with SEC
--------------------------------------------------------
Wentworth Energy, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission notifying of its intention to suspend its
duty to file reports under Section 13 and 15(d) of the Securities
Exchange Act of 1934 with respect to its common stock.  Pursuant
to Rule 12h-3, the Company is suspending reporting because there
are currently 85 holders -- less than the 300 threshold -- of
common stock as of March 17, 2011.

                       About Wentworth Energy

Palestine, Tex.-based Wentworth Energy, Inc. (OTC BB: WNWG)
-- http://www.wentworthenergy.com/-- is an exploration and
production company engaged in oil and gas exploration and
production primarily in the East Texas area.

The Company's balance sheet at Sept. 30, 2010, showed $19,823,843
in total assets, $73,880,395 in total liabilities, and $54,056,552
in stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Wentworth Energy, Inc.'s ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company suffered losses from operations
and has a working capital deficiency.


WESTWOOD PLAZA: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Westwood Plaza, LLC
        1705 S. 42nd Street
        West Des Moines, IA 50265

Bankruptcy Case No.: 11-01070

Chapter 11 Petition Date: March 21, 2011

Court: U.S. Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  GARTEN & WANEK
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.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 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/iasb11-01070.pdf

The petition was signed by Arun Kalra, member.

Debtor-affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arun and Gurmeet Kalra                11-00851            03/11/11


WILLIAM LYON: Unit Amends Net Worth Covenant Under COLFIN Loan
--------------------------------------------------------------
William Lyon Homes, Inc., a subsidiary of William Lyon Homes, is a
party to a Senior Secured Loan Agreement, dated Oct. 20, 2009,
with COLFIN WLH Funding, LLC and the other lenders party thereto,
pursuant to which the lenders have advanced $206,000,000 to the
Company as a term loan.  Under the Existing Loan Agreement, the
Company is required to maintain a Tangible Net Worth of at least
$75 million.

On March 18, 2011, the Company and COLFIN entered into a First
Amendment to Senior Secured Loan Agreement pursuant to which the
parties agreed, among other things, to amend the Existing Loan
Agreement such that the Tangible Net Worth covenant under the Loan
Agreement would not be satisfied only if a Tangible Net Worth of
at least $75 million is not maintained for two consecutive fiscal
quarters.  This amendment will have retroactive effect beginning
with the quarter ended Dec. 31, 2010 and will continue in effect
up to (but excluding) Dec. 31, 2011.  A copy of the Amendment is
available for free at http://is.gd/sXSWV6

In connection with its annual audit for the year ended Dec. 31,
2010, William Lyon Homes is in the process of finalizing its non-
cash impairment analysis under the provisions of Financial
Accounting Standards Board Accounting Standard Codification Topic
360 Property, Plant and Equipment.  As discussed in previous
filings by the William Lyon Homes, the Borrower accounts for its
real estate inventories under ASC 360.  While it has not yet been
determined whether, and to what extent, an impairment of any
assets exists, the Borrower and COLFIN have entered into the
Amendment in light of the possibility of impairments.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at Sept. 30, 2010, showed $779.64
million in total assets, $639.57 million in total liabilities, and
a stockholders' equity of $140.07 million.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


ZANGLE INC: Files for Chapter 11 With Prepack Plan
--------------------------------------------------
Zangle Inc. filed for Chapter 11 bankruptcy on March 17 in Los
Angeles, California, with a proposed plan to reorganize.

According to Chapter11Cases.com, Zangle disclosed assets of
$113.6 million against liabilities of $6.46 million, all secured.
Zangle reported no cash on hand.  Chapter11Cases.com reports that
largest listed assets are:

    * A contingent interest in "all claims in all causes of action
      against Bill Naughtin, John Uhler, Aequitas Solutions, Inc.,
      et al in Case #KC056011, IN THE SUPERIOR COURT OF THE STATE
      OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES (EAST DISTRICT)
      and Case #090408193 in IN THE THIRD JUDICIAL DISTRICT COURT
      IN AND FOR SALT LAKE COUNTY, STATE OF UTAH, JAMS proceeding
      #1220040224" which was valued at $45 million.

    * Licenses to a number of registered copyrights in the "Zangle
      Product Suite" which were valued at $21 million.

    * Goodwill in the federal "Zangle" registered trademark which
      was valued at $20 million.

According to Chapter11Cases.com, equity interests in Zangle are
held by:

     Vermont Equity Partners, LLC         83%
     GPSXPERTS LLC                         5%
     Results ByIQ LLC                      5%
     Paul Charlton                         5%
     George Allen                          2%

The report notes Vermont Equity Partners also holds $1.06 million
of the secured claims against Zangle.

The report also says Zangle's statement of financial affairs lists
its gross income (accrual basis) as $336,830.

Chapter11Cases.com relates that Zangle's proposed plan proposes to
satisfy $3.26 million of the scheduled secured claims against it
in cash.  The remaining secured claims were scheduled as being
unliquidated and contingent; $1.7 million of the claims were also
scheduled as disputed.  Under the plan, payments will be funded
"through general operations, sale of licenses to exclusive
territories, and investment activities."

Zangle, according to the report, intends to assume five executory
contracts, with no cure payments being owed; 66 other contracts --
mostly contracts with school districts which are described as
"Disputed License Rights - Zangle" -- are proposed to be rejected.

Zangle Inc. -- http://www.zangle.com/-- based in Malibu,
California, is a software company offering what it calls the
Zangle Student Information System.  According to its Web site, the
Zangle software, created over 15 years ago by school educators for
educators and technologists, is a fully-integrated and full
featured student information system for the K-12 market.  The
Zangle SIS software has been implemented in districts of all sizes
and complexity around the country.


ZUFFA LLC: Explosion Deal Won't Affect Moody's 'Ba3' Rating
-----------------------------------------------------------
Moody's Investors Service said that Zuffa, LLC (Ba3 CFR - positive
outlook), which owns the Ultimate Fighting Championship brand,
announced that its subsidiary, Forza, LLC, has purchased certain
assets of Explosion Entertainment, LLC (dba Strikeforce), and it
will not impact Zuffa's credit ratings.  The purchase was
primarily funded using availability under the company's bank
revolver which is now almost fully drawn.  The company is
generating strong free cash flow and Moody's anticipates that the
company will increase external liquidity with paydowns of the
revolver from free cash flow.  While external liquidity is
presently tight given the lack of additional capacity under the
revolver, the impact on credit metrics is relatively modest.
Moody's believes that the transaction will increase debt-to-ebitda
leverage by less than 0.2x and leverage will remain comfortably
under 3.0x.

Moody's does not expect that Strikeforce will have a material
impact on Zuffa's operations.  Under the terms of the deal, all
Strikeforce fighter contracts will be honored, as will its
broadcast agreement with Showtime Networks, Inc. Strikeforce will
continue to operate as a separate business and the current
Strikeforce CEO Scott Coker has signed a long-term employment
agreement with the company.  Currently, Strikeforce holds 16
events annually across the United States.  "While Moody's do not
expect Strikeforce to have a material and direct impact on the UFC
business, Moody's believe that the Strikeforce relationship with
Showtime may present a broader opportunity for Zuffa and UFC in
the future with regard to television rights," stated Neil Begley,
a Moody's Senior Vice President.  "Increasing popularity of the
sport and interest from multiple television networks will likely
drive rights fee contract amounts higher over time, and put upward
pressure on the credit rating so long as leverage remains
moderate," added Mr. Begley.

The last rating action for Zuffa was on December 1, 2010, when
Moody's changed the company's rating outlook to positive.

The principal methodology used for instrument ratings of Zuffa,
LLC was Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.  Zuffa's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near
to intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Zuffa's core industry and
believes Zuffa's ratings are comparable to those of other issuers
with similar credit risk.

Zuffa, LLC, is the world's largest promoter of MMA sports
competition events.  Its most prominent brand, Ultimate Fighting
Championship, has the largest platform in the sport today.


* Outlook for State & Local Govts. Remains Negative, Moody's Says
-----------------------------------------------------------------
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.

The reports, "Annual U.S. State Outlook: 2011" and "2011 Sector
Outlook for U.S. Local Governments -- Toughest Year Yet," are
available for Moody's subscribers at http://www.moodys.com/


* Firms With Distressed Exchanges Remain at High Risk of Default
----------------------------------------------------------------
Many companies that executed distressed exchanges in 2009 and 2010
have improved their credit profiles and received rating upgrades,
yet about a quarter of them remain very low-rated and at elevated
risk of another default, Moody's Investors Service said in a new
report.

More than 100 companies had distressed exchanges during the two-
year period, Moody's said.  Globally, distressed exchanges
accounted for 42% of total initial defaults in 2010, compared with
an average of only 11% from 1970 to 2007.

"Many companies that performed distressed exchanges were able to
address liquidity concerns, reduce debt and benefit from the
economic recovery," said Lenny Ajzenman, senior vice president at
Moody's and author of the report. "For about 25% of companies
still rated Caa2 or lower, though, debt levels are generally
unsustainable and they will likely need to restructure their
balance sheets further to avoid another default."

The number of distressed-exchange defaults by Moody's-rated non-
financial companies fell to 21 in 2010 from nearly 100 in 2009,
consistent with a drop in the global speculative-grade default
rate to 3.1% at year-end 2010 from 13.1% a year earlier, according
to the report. Although the number of distressed exchanges fell,
they continued to represent a significant percentage of all
defaults.

"We believe the number of distressed exchanges will to continue to
decline in 2011 from 2010 levels given our expectation for a
declining default rate, tightening high-yield spreads and modest
economic growth," said Ms. Ajzenman.  "However, the maturity wall
looming in 2013-2015 could trigger a new wave of distressed
exchanges and potentially lead to restructuring through bankruptcy
for some companies that had used distressed exchanges to avoid
it."

The overall improvement in credit quality for companies that
completed distressed exchanges in 2009 and 2010 is reflected in an
upward migration of their credit ratings.  According to the
report, 42% of the companies had a Corporate Family Rating of B3
or higher as of February 28, 2011, compared with only 17% as of
the closing dates of their distressed exchanges.

At the other end of the spectrum, seven of the non-financial
companies that executed distressed exchanges in 2009 and 2010
subsequently filed for bankruptcy or defaulted by missing a
payment, as of February 28, 2011, Moody's said.

The full report, "Distressed Exchanges: A Lifeline for Many, Not
Enough for Some," is available at http://www.moodys.com/

                           *     *     *

According to Katy Stech, writing for Dow Jones' Daily Bankruptcy
Review, the Moody's report pointed to companies like Energy Future
Holdings Corp., Clear Channel Communications Inc., and Harrah's,
which still have low credit ratings following their distressed
exchanges.

Ms. Stech said the Moody's study was meant to check up on the
long-term health of distressed-debt deals, an increasingly popular
restructuring tool.  The exchanges accounted for 42% of defaults
last year, but between 1970 and 2007, only 11% of defaults were
attributed to them.

The debt-restructuring strategy allows a company to rework its
balance sheet by negotiating with lenders, but distressed
exchanges also require approval from every creditor.  That makes
them a riskier option than bankruptcy, said Lynn LoPucki, a law
professor at University of California Los Angeles, according to
Ms. Stech.

"The conventional wisdom . . . is that when companies do out-of-
court restructuring, they don't have the power to impose
substantial cuts on creditors," Prof. LoPucki said, according to
DBR.


* Loan Backed by Manhattan Retail Condo Up For Sale
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the troubled $17.7 million
loan backed by the retail condominium that houses the upscale
Chinatown Brasserie restaurant is on the market.  The loan was
made in 2007 to an entity controlled by Aby Rosen and Michael
Fuchs, who built a real-estate empire in the New York region over
the past 20 years.  The Chinatown Brasserie, which opened in 2006
and is known for its dim sum and dumplings, is housed in a retail
condominium controlled by Messrs. Rosen and Fuchs in the landmark
building at 380 Lafayette St.  In May 2007, Bank of America loaned
$17.7 million to the lower Manhattan property and converted the
loan into so-called commercial mortgage backed securities sold to
investors.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re CTCLHC LLC
   Bankr. D. Ariz. Case No. 11-06585
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/azb11-06585.pdf

In Re Rama Shadrokh
   Bankr. D. Ariz. Case No. 11-06669
      Chapter 11 Petition filed March 15, 2011

In Re Albert Neesan
   Bankr. C.D. Calif. Case No. 11-13225
      Chapter 11 Petition filed March 15, 2011

In Re Michael Kessler
   Bankr. C.D. Calif. Case No. 11-21026
      Chapter 11 Petition filed March 15, 2011

In Re Ivan Ravlov
   Bankr. E.D. Calif. Case No. 11-26358
      Chapter 11 Petition filed March 15, 2011

In Re Senen Dizon
   Bankr. N.D. Calif. Case No. 11-42785
      Chapter 11 Petition filed March 15, 2011

In Re Peter Bove
      Susan Bove
   Bankr. D. Conn. Case No. 11-20659
      Chapter 11 Petition filed March 15, 2011

In Re Vertical Computer Systems, Inc.
   Bankr. S.D. Fla. Case No. 11-16815
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/flsb11-16815.pdf

In Re Capone's Hideaway Lodge Inc.
   Bankr. N.D. Ill. Case No. 11-10713
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/ilnb11-10713.pdf

In Re Trans Read Warehouse Inc.
   Bankr. N.D. Ill. Case No. 11-10709
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/ilnb11-10709.pdf

In Re Arlo Prices Discount Cleaners, LLC
        dba Arlo Prices $1.99 Any Garment Cleaners
   Bankr. S.D. Ind. Case No. 11-02737
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/insb11-02737.pdf

In Re Consiglia Mancinelli
   Bankr. D. Kan. Case No. 11-20647
      Chapter 11 Petition filed March 15, 2011

In Re Territory Properties II, LLC
   Bankr. D. Mass. Case No. 11-12131
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/mab11-12131.pdf

In Re William Norris
   Bankr. N.D. Miss. Case No. 11-11220
      Chapter 11 Petition filed March 15, 2011

In Re Coaching Solutions LLC
        dba Blatchford Solutions
   Bankr. D. N.J. Case No. 11-17732
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/njb11-17732p.pdf
         See http://bankrupt.com/misc/njb11-17732c.pdf

In Re Richard Dietrich
   Bankr. E.D.N.Y. Case No. 11-71566
      Chapter 11 Petition filed March 15, 2011

In Re Utlimate Auto Center, Inc.
   Bankr. S.D.N.Y. Case No. 11-22481
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/nysb11-22481.pdf

In Re Alex Rivera Deglans
   Bankr. D. Puerto Rico Case No. 11-02161
      Chapter 11 Petition filed March 15, 2011

In Re Ricky Wilbanks
   Bankr. W.D. Tenn. Case No. 11-22688
      Chapter 11 Petition filed March 15, 2011

In Re D & M Enterpises LLC
        dba Don Rafa's
        dba Don Rafa's Grill & Cantina
   Bankr. E.D. Texas Case No. 11-90092
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/txeb11-90092p.pdf
         See http://bankrupt.com/misc/txeb11-90092c.pdf

In Re Urban Ever-Green Group, LLC
   Bankr. W.D. Pa. Case No. 11-21496
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/pawb11-21496.pdf

In Re Voula's Good Eats LLC
   Bankr. W.D. Wash. Case No. 11-12839
      Chapter 11 Petition filed March 15, 2011
         See http://bankrupt.com/misc/wawb11-12839.pdf

In Re Kimberly Wickersham
   Bankr. N.D. Ala. Case No. 11-40688
      Chapter 11 Petition filed March 16, 2011

In Re Lavern Davidhizar
   Bankr. D. Alaska Case No. 11-00192
      Chapter 11 Petition filed March 16, 2011

In Re Blue Adobe Project Dba Sky Islands School
   Bankr. D. Ariz. Case No. 11-06788
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/azb11-06788.pdf

In Re KC Publications, Inc.
   Bankr. D. Ariz. Case No. 11-06809
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/azb11-06809.pdf

In Re Cecil Motley
   Bankr. C.D. Calif. Case No. 11-21278
      Chapter 11 Petition filed March 16, 2011

In Re Noelle Marin
   Bankr. C.D. Calif. Case No. 11-13648
      Chapter 11 Petition filed March 16, 2011

In Re Peterson Family Trust: Carl B. Moerdyke, Trustee
   Bankr N.D. Calif. Case No. 11-52496
      Chapter 11 Petition filed March 16, 2011
         filed pro se

In Re Club Purple Ice, Inc.
   Bankr S.D. Fla. Case No. 11-16864
      Chapter 11 Petition filed March 16, 2011
         filed pro se

In Re Jump City, Inc.
        fdba Tee Time Events, Inc.
   Bankr. S.D. Ga. Case No. 11-10524
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/gasb11-10524.pdf

In Re Leslie Danner
   Bankr. D. Idaho Case No. 11-00651
      Chapter 11 Petition filed March 16, 2011

In Re Todd Heller
   Bankr. S.D. Ind. Case No. 11-02894
      Chapter 11 Petition filed March 16, 2011

In Re 7035 Properties
   Bankr. N.D. Ill. Case No. 11-10837
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/ilnb11-10837p.pdf
         See http://bankrupt.com/misc/ilnb11-10837c.pdf

In Re Colin Fidler
   Bankr. D. Nev. Case No. 11-13661
      Chapter 11 Petition filed March 16, 2011

In Re G & P Rental Development Corporation
   Bankr. D. Nev. Case No. 11-13660
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/nvb11-13660.pdf

In Re Heartland Distributors Inc.
   Bankr. E.D.N.Y. Case No. 11-71572
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/nyeb11-71572.pdf

In Re The Shops at Promenade, LLC
   Bankr. E.D.N.C. Case No. 11-02000
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/nceb11-02000.pdf

In Re MC & MV Corp.
   Bankr. D. Puerto Rico Case No. 11-02203
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/prb11-02203.pdf

In Re Myrna Sweet Delicious Inc.
      Bankr. D. Puerto Rico Case No. 11-02204
         Chapter 11 Petition filed March 16, 2011
            See http://bankrupt.com/misc/prb11-02204.pdf

In Re West Paving And Development Corp.
   Bankr. D. Puerto Rico Case No. 11-02219
      Chapter 11 Petition filed March 16, 2011
         See http://bankrupt.com/misc/prb11-02219.pdf

In Re Brian Welch
   Bankr. M.D. Tenn. Case No. 11-02682
      Chapter 11 Petition filed March 16, 2011

In Re Chan Bae
   Bankr. W.D. Wash. Case No. 11-12920
      Chapter 11 Petition filed March 16, 2011

In Re Chander Lall
   Bankr. W.D. Wash. Case No. 11-12870
      Chapter 11 Petition filed March 16, 2011

In Re Raul Carbajal
   Bankr. D. Ariz. Case No. 11-06987
      Chapter 11 Petition filed March 17, 2011

In Re Robert Mills
   Bankr. C.D. Calif. Case No. 11-18818
      Chapter 11 Petition filed March 17, 2011

In Re Pavel Zhidovlenko
   Bankr. E.D. Calif. Case No. 11-26673
      Chapter 11 Petition filed March 17, 2011

In Re Gregory Knittel
   Bankr. N.D. Calif. Case No. 11-10963
      Chapter 11 Petition filed March 17, 2011

In Re Hugo Villavicencio
   Bankr. N.D. Calif. Case No. 11-31034
      Chapter 11 Petition filed March 17, 2011

In Re Robert Mordini, Jr.
   Bankr. D. Colo. Case No. 11-15491
      Chapter 11 Petition filed March 17, 2011

In Re Claudio Osorio
   Bankr. S.D. Fla. Case No. 11-17075
      Chapter 11 Petition filed March 17, 2011

In Re Dennis Zdun
   Bankr. S.D. Ind. Case No. 11-02911
      Chapter 11 Petition filed March 17, 2011

In Re Yaling Huang
   Bankr. S.D. Ind. Case No. 11-02910
      Chapter 11 Petition filed March 17, 2011

In Re James Cofield
   Bankr. E.D.N.C. Case No. 11-02034
      Chapter 11 Petition filed March 17, 2011

In Re William Pattee
   Bankr. E.D.N.C. Case No. 11-02088
      Chapter 11 Petition filed March 17, 2011

In Re Otis Jamison
      Ruby Jamison
   Bankr. W.D. Texas Case No. 11-30495
      Chapter 11 Petition filed March 17, 2011

In Re Peter Jones
   Bankr. D. Ariz. Case No. 11-07093
      Chapter 11 Petition filed March 18, 2011

In Re James Washington
   Bankr. C.D. Calif. Case No. 11-21517
      Chapter 11 Petition filed March 18, 2011

In Re Robert Robotti
   Bankr. C.D. Calif. Case No. 11-21737
      Chapter 11 Petition filed March 18, 2011

In Re Mario Oseguera
   Bankr. N.D. Calif. Case No. 11-10971
      Chapter 11 Petition filed March 18, 2011

In Re Robert Silverman
   Bankr. D. Conn. Case No. 11-20730
      Chapter 11 Petition filed March 18, 2011

In Re Barry Martin
   Bankr. N.D. Ga. Case No. 11-10986
      Chapter 11 Petition filed March 18, 2011

In Re H. Williamson
   Bankr. D. Md. Case No. 11-15570
      Chapter 11 Petition filed March 18, 2011

In Re David Taylor
   Bankr. W.D. Mo. Case No. 11-50190
      Chapter 11 Petition filed March 18, 2011

In Re Patrick Hodge
   Bankr. D. Ore. Case No. 11-32179
      Chapter 11 Petition filed March 18, 2011

In Re Cameron Mitchell
   Bankr. D. S.C. Case No. 11-01804
      Chapter 11 Petition filed March 18, 2011

In Re Darey Philbrick
   Bankr. N.D. Texas Case No. 11-60053
      Chapter 11 Petition filed March 18, 2011

In Re Garrett Riller Sr.
   Bankr. N.D. Calif. Case No. 11-42980
      Chapter 11 Petition filed March 19, 2011

In Re William Noojin
   Bankr. N.D. Ala. Case No. 11-81069
      Chapter 11 Petition filed March 20, 2011

In Re Pastor Alvarado
   Bankr. S.D. Texas Case No. 11-20165
      Chapter 11 Petition filed March 20, 2011

In Re Anthony Daleo
   Bankr. D. Ariz. Case No. 11-07212
      Chapter 11 Petition filed March 21, 2011

In Re Craig Prouty
   Bankr. D. Ariz. Case No. 11-07246
      Chapter 11 Petition filed March 21, 2011

In Re Barry Rancifer
   Bankr. E.D. Ark. Case No. 11-11823
      Chapter 11 Petition filed March 21, 2011

In Re Jack Piandaryan
   Bankr. C.D. Calif. Case No. 11-13493
      Chapter 11 Petition filed March 21, 2011

In Re Joseph Kolb
   Bankr. C.D. Calif. Case No. 11-11298
      Chapter 11 Petition filed March 21, 2011

In Re Juan Ramirez
   Bankr. E.D. Calif. Case No. 11-26870
      Chapter 11 Petition filed March 21, 2011

In Re Delilah Winder
   Bankr. D. N.J. Case No. 11-18410
      Chapter 11 Petition filed March 21, 2011

In Re Lyne Rodis
   Bankr. D. Nev. Case No. 11-13948
      Chapter 11 Petition filed March 21, 2011

In Re Kyle Cain
   Bankr. E.D. Va. Case No. 11-11977
      Chapter 11 Petition filed March 21, 2011

In Re Michael Mather
   Bankr. D. Mass. Case No. 11-12306
      Chapter 11 Petition filed March 21, 2011

In Re Kevin McGuinness
   Bankr. D. N.J. Case No. 11-18402
      Chapter 11 Petition filed March 21, 2011

In Re Richard W. Hillman
   Bankr. D. Ariz. Case No. 11-07237
      Chapter 11 Petition filed March 21, 2011

In Re Scott Litchfield
   Bankr. M.D. Fla. Case No. 11-03876
      Chapter 11 Petition filed March 21, 2011

In Re Vikas Sachar
   Bankr. W.D. Wash. Case No. 11-13166
      Chapter 11 Petition filed March 21, 2011

In Re Antonio Flores
   Bankr. D. N.J. Case No. 11-18479
      Chapter 11 Petition filed March 22, 2011

In Re Anita Chopra
   Bankr. D. Md. Case No. 11-15868
      Chapter 11 Petition filed March 22, 2011

In Re Armand Rodriguez
   Bankr. S.D. Calif. Case No. 11-04566
      Chapter 11 Petition filed March 22, 2011

In Re Mary Pehar
   Bankr. N.D. Ill. Case No. 11-11923
      Chapter 11 Petition filed March 22, 2011

In Re Ronald Stewart
   Bankr. S.D. Ill. Case No. 11-40379
      Chapter 11 Petition filed March 22, 2011

In Re Kevin Falls
   Bankr. D. Md. Case No. 11-15855
      Chapter 11 Petition filed March 22, 2011

In Re Robert Foster
   Bankr. W.D. Mo. Case No. 11-30224
      Chapter 11 Petition filed March 22, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

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.

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