TCR_Public/110325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 25, 2011, Vol. 15, No. 83

                            Headlines

6TH & CEDAR: New Lenox Development in Chapter 11
77 MCD: Files Schedules of Assets & Liabilities
77 MCD: To Have Access to Cash Collateral Until May
ACCELERATED DESIGN: Files for Chapter 7 Bankruptcy Protection
ADINO ENERGY: Iftikhar Dean Resigns as President and Director

ADVANCED LIFE: 1-for-30 Reverse Stock Split Approved
ALABAMA AIRCRAFT: UAW Agrees to Termination of Workers' Pensions
ALL AMERICAN GROUP: Teton Advisors Discloses 3.30% Equity Stake
AMERICAN SAFETY: 2nd-Lien Debt Holders to Get Escrowed Funds
AMR CORP: Expects Unit Revenue to Hike 4.0% to 4.5% in Q1 2011

ARYX THERAPEUTICS: Growth, et. al., Cease to Hold 5% Ownership
AWAL BANK: Has Exclusive Right to File Plan Until Aug. 27
AZCAR TECHNOLOGIES: Ceases Business After Directors' Resignations
BANK OF GRANITE: Transfer to Nasdaq Capital Approved
BELLSOUTH TELECOMMUNICATIONS: Fitch Raises Note Rating From 'BB'

BERWICK BLACK: Court Rules on Kniss Complaint
BIG WHALE: Case Summary & 16 Largest Unsecured Creditors
BLUEKNIGHT ENERGY: MSD, 16.3% Owner, Amends Non-Disclosure Pact
BLUEKNIGHT ENERGY: Swank, 16.1% Owner, Amends Non-Disclosure Pact
BLUEKNIGHT ENERGY: Solus, 7.2% Owner, Amends Non-Disclosure Pact

BORDERS GROUP: To Close 25 More Stores, Closing Sales Begin
BORDERS GROUP: Receives Final Nod of $500-Mil. DIP Financing
BORDERS GROUP: Seeks Approval of Sutherland Contract Agreements
BULLDOG LANES: Remington's Hunt Club Owner in Chapter 11
BULLDOG LANES: Updated Chapter 11 Case Summary

C-SWDE348 LLC: Voluntary Chapter 11 Case Summary
CANBERRA HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
CELL THERAPEUTICS: Redeems Outstanding Shares of Preferred Stock
CEMTREX INC: Rehato Dela Rama Owns 400,000 Common Shares
CENTERPOINT ENERGY: Moody's Reviews Ba1 Sr. Unsecured Debt Rating

CENTURY INDEMNITY: S&P Affirms 'CCC+' Counterparty Credit Rating
CL VERIFY: Follows Microbilt to Chapter 11
CL VERIFY: Case Summary & Largest Unsecured Creditor
CLEARWIRE CORP: Gets NASDAQ Non-Compliance Notice
COAST CRANE: Judge Overstreet Dismisses Chapter 11 Case

COLONIAL BANCGROUP: Pegs FDIC's Claim at $1, Not $2.2 Billion
COMCAM INTERNATIONAL: Settles With 2 Pinnacle Shareholders
CORD BLOOD: Intends to Buy Storage Company for $30-Mil.
DIVERSEY INC: S&P Changes Rating on $400 Mil. Senior Notes to 'B'
DONALD DENNETT: Court Approves Ch. 7 Trustee's Compromise

DEEP MARINE: Court Rules on Bunkers & Lubes Claims
DUTCH GOLD: Dismisses Gruber & Company as Accountants
DYNEGY INC: Adopts Third Amendment to Exec. Severance Pay Plan
EAST-WEST TRUCKING: Proofs of Claim Due April 12
EASTERN LIVESTOCK: Payment to Truckers Still in Limbo

EMPIRE RESORTS: Hikes Capital Stock to 155-Mil. Shares
ESSEX PROPERTY: Fitch Assigns 'BB+' Preferred Stock Rating
FIDDLER'S CREEK: Plan Confirmation Hearing Set for May 26
FNB UNITED: Fails to Comply With Nasdaq's Equity Standards
FOUNTAIN SQUARE: Seeks Final Decree Closing Chapter 11 Case

GEORGE PATTEN: Faces Theft, Forgery & Fraud Charges
GERALD L TROOIEN: District Court Rules on BP Group Suit
GLOBAL DIVERSIFIED: Incurs $233,586 Net Loss in Jan. 31 Quarter
GREEN STREET: Jared Horton Acquires Daisy Baker's Restaurant
GULFSTREAM INT'L: Reaches Accord With Lender SVSP Over Sale

H&E EQUIPMENT: Moody's Gives Positive Outlook; Affirms 'B1' Rating
HAMTRAMCK, MI: Has Deal With Detroit Over Tax Revenue Dispute
HERCULES OFFSHORE: Reports on Fleet Status as of March 22
HPT DEVELOPMENT: Heritage Bank Settlement to Cue Case Dismissal
HSN INC: S&P Upgrades Corporate Credit Rating to 'BB'

HUGHES TELEMATICS: Agreement With Lifecomm Kept Confidential
IA GLOBAL: Reports $1.95-Mil. Profit in Fiscal Q3
IMPLANT SCIENCES: Incurs $647,000 Net Loss in Fiscal Q1
IMPLANT SCIENCES: Incurs $9.39-Mil. Net Loss in Fiscal Q2
INOVA TECHNOLOGY: Incurs $797,530 Net Loss in Fiscal Q3

INSIGHT HEALTH: Emerges From Chapter 11 Bankruptcy Protection
ISTAR FIN'L: Has Deal with JPM, RBS, Barclays for $2.95-Bil. Loans
JAMES RIVER: Commences Tender Offer for 9.375% Senior Notes
JAMES RIVER: Registers Add'l $30 Million of Common Stock
JB BOOKSELLERS: Proposes April 22 Auction for 4 Remaining Stores

JB BOOKSELLERS: Presents Consulting Agreement With Gordon Bros.
JB BOOKSELLERS: Attorneys Toss Out Plea to Close Town Centre
JAMES RIVER: Moody's Upgrades Corporate Family Rating to 'B3'
JNL FUNDING: Examiner Given Until May 31 to Perform Duties
JOHNSON BROADCASTING: Eisen Tapped as Counsel for Johnson Parties

KE KAILANI: Taps Dubin Law to Represents in Bankruptcy Case
KIEBLER RECREATION: Judge Rejects Peek'n Peak Plan Outline
KOBRA PROPERTIES: Meritex Acquires Fishers Business Park
K-V PHARMACEUTICAL: Incurs $34.52MM Net Loss in Sept. 30 Quarter
LACK'S STORES: Lacks Valley Acquires Store in Texas

LEHMAN BROTHERS: June 28 Hearing on Revised Plan Outline
LEHMAN BROTHERS: Asks for OK for Plan Solicitation Procedures
LEHMAN BROTHERS: Ironbridge Homeowners Want Documents Produced
LEHMAN BROTHERS: Sues to Avoid Transfers to Bullet Communications
LEHMAN BROTHERS: LBI Trustee Sues Citibank to Recover $1.3 Billion

LIONS GATE: Court Dismisses Chapter 11 Bankruptcy Case
LIVING HOPE: Ch. 7 Trustee May Recoup Against DIP Lender
LIVING HOPE: Accord Encompasses Alter Ego/Veil Piercing Claims
LODGENET INTERACTIVE: Hikes Leverage Limit, Interest in Loans
LOUISVILLE ORCHESTRA: Has Until May 31 to File Plan

MARC KATZ: Files for Personal Bankruptcy
MEDICAL ALARM: Joseph Noel Holds 15.8% Equity Stake
MERCURY COS: Unit Sells Back Stake in All Counties Courier
MERCURY COS: Lisa English Class Action Members Withdraw Claims
MISSION TOWERS: Bankruptcy Case Dismissed

MORGANS HOTEL: OTK Associates Discloses 14.85% Equity Stake
MSR RESORT: Files Schedules of Assets & Liabilities
MSR RESORT: Has Until April 15 to Access Cash Collateral
MSR RESORT: Has OK to Hire Houlihan Lokey as Financial Advisor
NCO GROUP: Moody's Assigns 'B2' Rating on Proposed Amended Loan

NEW JERSEY MOTORSPORTS: Organizational Meeting Change of Venue
NEW ORIENTAL: Receives Delisting Notice from NASDAQ
NEW STREAM: Court to Consider Investors' Standing Motion on Apr. 1
NEW STREAM: Proposes Combined Hearing on Plan & DS for April 25
NEW STREAM: Has $4 Million Interim Loan Approval

NEW VIEW: Files for Chapter 7 Bankruptcy Protection
NO FEAR: U.S. Trustee Forms Three-Member Creditors Committee
NORTHERN 120: Court Orders Ballot Report to be Filed April 5
NOVASTAR FINANCIAL: Cancels Junior Notes, Issues $85MM Sr. Notes
NOVASTAR FINANCIAL: Reports $985.65 Million Net Income in 2010

ORLEANS HOMEBUILDERS: Court Says Allsteel Violated Automatic Stay
OVERLAND STORAGE: Amends Shareholder Agreement With Wells Fargo
OVERLAND STORAGE: Offers $15.4 Million of Equity Securities
PANTRY INC: S&P Gives Negative Outlook; Affirms 'B+' Rating
PARK CENTRAL: Voluntary Chapter 11 Case Summary

PHILADELPHIA RITTENHOUSE: Organizational Meeting Set for March 30
PHOENIX FOOTWEAR: Appoints Greg Slack as Chief Financial Officer
PREMIUM DEVELOPMENT: Creditor Wants Case Converted or Dismissed
PRINGLE DEVELOPMENT: Files for Chapter 7 Bankruptcy
QSGI INC: Emerges from Chapter 11 Reorganization

QUIGLEY INC: Pfizer, Asbestos Claimants Have New Plan
QUINTILES TRANSNATIONAL: Moody's Withdraws 'B1' Senior Loan Rating
RADIENT PHARMACEUTICALS: Gets Add'l Deficiency Notice From NYSE
RANCHER ENERGY: Files Amended Chapter 11 Plan of Reorganization
REDDY ICE: DOJ Fraud Division Ends Investigation; Takes No Action

ROBB & STUCKY: Gets Court Approval to Employ Epiq as Claims Agent
ROBB & STUCKY: Gets Interim Okay to Employ FTI & Kevin Regan
ROBB & STUCKY: Gets Interim Court Approval to Employ Bayshore
ROCK & REPUBLIC: Court Okays Chapter 11 Plan, Sale of IP Assets
SABRE DEFENCE: Manroy USA Finalizes $4.95-Mil. Purchase

SAM GRAPHICS: Organizational Meeting to Form Panel on March 31
SAN JUAN BAUTISTA: Files for Bankruptcy Protection
SEMGROUP LP: Abstention Mandatory Despite Post-Plan Jurisdiction
SHILO INN: Court Denies Bank's Plea to Transfer Venue
SINOBIOMED INC: Shan Ming Gu Owns 10 Million Common Shares

SPARTA COMMERCIAL: Incurs $733,705 Net Loss in Jan. 31 Quarter
STEVE A MCKENZIE: Court Rules on LeRoy Employment & Compensation
STATION CASINOS: Nancy Rapoport Named as Fee Examiner
STILLWATER MINING: Kevin Shiell Owns 21,621 Common Shares
STRATEGIC AMERICAN: Restates Oct. 31 Quarterly Report

STRATEGIC AMERICAN: Incurs $651,275 Net Loss in Jan. 31 Quarter
SUNRISE REAL ESTATE: Closing of BTI Purchase Pact Moved to July
SUNRISE REAL ESTATE: Closing of GSSL Purchase Pact Extended
SUNRISE REAL ESTATE: W. Yan Resigns; L. Yu Named New CFO
SUPERIOR AUTO: Files for Chapter 7 Liquidation

TAYLOR BEAN: Farkas' Counsel Seeks Delay of Trial
TBS INTERNATIONAL: Files Registration Statement on Form S-1
THOMAS GIBSON: Proofs of Claim Due April 25
TOWER OAKS: U.S. Trustee Unable to Form Creditors Committee
UNITED GILSONITE: Files for Chapter 11 Due to Asbestos Claims

UNITED GILSONITE: Case Summary & 20 Largest Unsecured Creditors
WEST END FIN'L: SEC & U.S. Trustee Want Management Replaced
Z TRIM HOLDINGS: Receives $3.326MM Funding From Brightline

* $3.47 Billion in Claims Trade Hands February
* Canadian Corporate Bankruptcies Increase 7.2% in December

* McCarter & English Adds Bankruptcy Partner in Boston

* BOOK REVIEW: THE HEROIC ENTERPRISE - Business and the Common
               Good by John Hood.

                            *********

6TH & CEDAR: New Lenox Development in Chapter 11
------------------------------------------------
Colleen Lobner at Crain's Chicago Business reports that 6th &
Cedar LLC, which is under Chapter 11 protection, is a venture
formed to build a lifestyle center in southwest suburban New
Lenox, in Chicago.

Crain's relates that that the Company's site was hit with a
$15.67 million foreclosure complaint in April 2010, when
Evansville, Ind.-based Integra Bank sued to collect on a
$16-million loan it made in 2008.  The reason for the alleged
default could not be determined, but the loan matured in January
2010, property records show.  As a result of the Chapter 11
filing, the foreclosure case is subject to an automatic stay that
halts proceedings until the stay is lifted.

In its schedules, the Debtor disclosed liabilities of $36,487,046.

According to the petition, 6th & Cedar LLC's largest creditors are
Integra, owed almost $16.1 million; State Bank of Countryside,
$12 million; First Chicago Bank & Trust, $5.4 million in claims,
and Chicago-based Bridgeview Bank, more than $3 million.

Orland Park, Illinois-based 6th & Cedar, LLC, filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 11-09621) on March 8, 2011.
Chester H. Foster, Jr., Esq., at Foster & Smith, in Homewood,
Illinois, represents the Debtor.

The Chapter 11 case summary for 6th & Cedar was published in the
March 11, 2011 edition of the Troubled Company Reporter.


77 MCD: Files Schedules of Assets & Liabilities
-----------------------------------------------
77 McD L.L.C. has filed with the U.S. Bankruptcy
Court for the District of Arizona its schedules of assets
and liabilities, disclosing:

  Name of Schedule                      Assets       Liabilities
  ----------------                   -----------     -----------
A. Real Property                              $0
B. Personal Property                  $2,645,750
C. Property Claimed as Exempt                  -
D. Creditors Holding
   Secured Claims                                    $45,695,712
E. Creditors Holding
   Unsecured Priority
   Claims                                               $241,295
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $47,157
                                     -----------     -----------
      TOTAL                           $2,645,750     $45,984,165

                       About 77 McD L.L.C.

77 McD L.L.C. -- dba Barossa At The Park and Indigo At The Park --
is headquartered in Phoenix, Arizona.  Its primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes commonly referred to as Barossa at the Park and Indigo
at the Park.


77 MCD: To Have Access to Cash Collateral Until May
---------------------------------------------------
Judge Charles G. Case II of the U.S. Bankruptcy Court for the
District of Arizona is set to sign a stipulated order on the
requested cash collateral use of 77 McD L.L.C. once it is
submitted, according to the minute entry filing of the March 1,
2011, hearing held before the Court.

Counsel to 77 McD, Kelly Singer, Esq., of Squire, Sanders  &
Dempsey (US) LLP, discussed at the March 1 hearing proposals made
in the Debtor's Interim Cash Collateral Use Motion and referred to
a budget attached in the Motion.  He related that an interim
agreement has been reached with Bank of America for the use of the
cash collateral for the first 90 days of the bankruptcy case.

Also at the March 1 hearing, Deon Gaffney of Snell & Wilmer LLP,
attorney for BofA, placed his position on the record.  He
discussed previous settlement meetings held with the Debtor and
advised that further discussions will occur with the next couple
of weeks.

Mr. Gaffney noted that the Debtor's case is a Single Asset Real
Estate or SARE case and BofA is agreeing to the rolling cash
collateral budget for 90 days.

As reported by the Troubled Company Reporter on March 3, 2011, 77
McD asked the Bankruptcy Court for the District of Arizona to
enter an order allowing it to use funds that BofA claimed as cash
collateral through May 2011.  The Debtor the financed construction
of its apartment complexes through a July 2007 Construction Loan
Agreement with BofA for $46.7 million.  The Debtor said it needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  The BofA objected to the cash collateral use request,
saying it has not yet had an opportunity to review the Debtor's
Motion in detail.  A budget for the cash collateral use was
prepared, a copy of which is available for free at:

        http://bankrupt.com/misc/77_MCD_budget.pdf

                        About 77 McD L.L.C.

77 McD L.L.C. -- dba Barossa At The Park and Indigo At The Park --
is headquartered in Phoenix, Arizona.  Its primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes commonly referred to as Barossa at the Park and Indigo
at the Park.

77 McD filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 11-04239) on Feb. 22, 2011.  Kelly Singer, Esq., at
Squire, Sanders & Dempsey (US) LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


ACCELERATED DESIGN: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Steve Green at the Las Vegas Sun reports that Accelerated Design
Build LLC, doing business as KWM Construction, filed for Chapter 7
liquidation in the U.S. Bankruptcy Court for Nevada.  The Company
estimated liabilities of $50,000 or less.  The petition was signed
by Company President Walter G. Watson.


ADINO ENERGY: Iftikhar Dean Resigns as President and Director
-------------------------------------------------------------
Iftikhar Dean resigned as president of, and director at, Adino
Energy Corporation effective March 9, 2011.  Mr. Dean did not
state a reason for his resignation.

The Company believes Mr. Dean's resignation was due in part to the
inability of Sunco Group LLC and Saranac Energy International,
Inc., companies with which Mr. Dean is affiliated, to comply with
the terms of a memorandum of understanding entered into with Adino
in December 2010.

                        About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

The Company's balance sheet as of Sept. 30, 2010, showed
$3.82 million in total assets, $6.18 million in total liabilities,
and a stockholders' deficit of $2.36 million.

M&K CPAs, PLLC, in Houston, Tex., expressed substantial doubt
about Adino Energy Corporation's ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and maintains a working capital deficit.


ADVANCED LIFE: 1-for-30 Reverse Stock Split Approved
----------------------------------------------------
Advanced Life Sciences Holdings, Inc., disclosed its financial
results for the fourth quarter and full year ended December 31,
2010, and the approval of a 1-for-30 reverse stock split of the
Company's issued and outstanding common stock.

Dr. Michael Flavin, Chairman and CEO of Advanced Life Sciences,
commented: "During the fourth quarter, we continued to make
progress toward our strategic objectives including the Restanza
community acquired bacterial pneumonia (CABP) program and
biodefense initiatives.  Since the completion of our Agreement
with the United States Food and Drug Administration (FDA) for the
Special Protocol Assessment (SPA), we have discussed the Restanza
opportunity with several potential strategic partners.  Their
views match that of ours in that there is an urgent need for new
antibiotics that work through novel mechanisms of action, and that
there is an alarming dearth of late-stage compounds that represent
real partnering opportunities for companies that need to expand
their antibiotic franchises.  They also recognize that the
regulatory landscape has shifted and companies developing
antibiotics need to deal with the new set of guidelines. They
believe that we have made significant progress in defining the new
environment through our work with the FDA. We are hopeful that we
will be able to convert this interest into a meaningful
collaboration."

"As announced earlier this year, the Company has engaged in a
strategic alternatives review process. While we continue to take
steps to improve the financial standing of our Company, we believe
that a potential strategic transaction, partnership or acquisition
will be in the best interest of all our shareholders," said
Dr. Flavin.  "In the meantime, we will continue to advance our
discussions and opportunities to work with the US Government
regarding Restanza's potential in biodefense and global health."

The net loss allocable to common shareholders for the three months
ended Dec. 31, 2010, was $3.3 million or ($0.01) per share
compared to a net loss allocable to common shareholders of $1.5
million or ($0.02) per share for the three months ended Dec. 31,
2009. All share and per share information is presented on a pre-
split basis. The increase in the net loss for the quarter is
primarily due to a non-cash impairment charge which was partially
offset by reduced salary and benefit costs and other operating
expenses associated with the development of the Company's lead
antibiotic, Restanza.

Cash used for operating activities during the quarter was
approximately $1.0 million.  In the fourth quarter, the Company
raised approximately $0.8 million in proceeds through the use of a
Standby Equity Distribution Agreement and made a $0.4 million
commercial loan principal payment to further reduce outstanding
debt.  The Company ended the year with cash totaling approximately
$0.2 million.  Cash used for operating activities for the full
year was approximately $6.4 million.

            Full Year Expense Analysis, 2010 versus 2009

Research and development expenses decreased $2.0 million to
approximately $2.5 million for the year ended December 31, 2010
from approximately $4.5 million for the year ended December 31,
2009. The decrease in R&D expense is due to lower government grant
expenses associated with the Company's biodefense development
program for Restanza as well as reduced salary and benefit costs
and other operating expenses.

Selling, general and administrative expenses decreased $1.9
million to $4.4 million for the year ended December 31, 2010 from
$6.3 million for the year ended December 31, 2009. The decrease
primarily reflects lower salary and benefit costs and other
operating expenses.

         Fourth Quarter Expense Analysis, 2010 versus 2009

Research and development expenses decreased by $1.1 million to
approximately $0.2 million for the three months ended December 31,
2010 compared to $1.3 million for the three months ended December
31, 2009 due to lower government grant expenses associated with
the Company's biodefense development program for Restanza.

Selling, general and administrative expenses were reduced to $0.6
million for the three months ended December 31, 2010 from $0.9
million during the fourth quarter of last year due to reduced
salary and benefit costs and other operating expenses.

                          2010 Achievements

Achieved an agreement with the US Food & Drug Administration on
the SPA for Restanza in CABP which provides a clear roadmap to
approval;

Responded to BARDA requests for information relating to a
potential funding award to develop Restanza as a biodefense and
public health countermeasure;

Submitted a full contract proposal in response to a Broad Agency
Announcement (BAA) issued by the National Institutes of Allergy
and Infectious Diseases (NIAID) for the development of Restanza in
IV formulation for the therapeutic treatment of multiple category
A and B bacterial threats;

Reported potent Restanza in vitro data in Burkholderia
pseudomallei and Burkholderia mallei, which are important
biodefense and global health related pathogens and announced
positive data from an in vitro study assessing Restanza against 30
strains of Burkholderia pseudomallei, further highlighting its
ability to address serious bacterial infections that are becoming
untreatable due to the increasing public health threat of
bacterial resistance to currently marketed antibiotics;

Presented Restanza biodefense data and exhibited at the 50th
Annual Interscience Conference on Antimicrobial Agents and
Chemotherapy;

Announced positive results from in vitro and in vivo studies
assessing the efficacy of Restanza against the species of
Plasmodium that cause malaria and entered into a Cooperative
Research and Development Agreement (CRADA) with The Walter Reed
Army Institute of Research to allow the institute to perform
advanced animal efficacy testing of Restanza against various
Plasmodium species that cause malaria;

Expanded the collaboration with the U.S. Government to include the
evaluation of Restanza's activity against sexually transmitted
infections (STIs), such as gonorrhea;

Announced positive results from preclinical toxicology and
pharmacokinetic studies of an intravenous (IV) formulation of
Restanza that support its use in a hospital setting;

Reduced outstanding debt by $3.9 million in 2010 by completing a
debt-for-equity exchange and a $1.9 million commercial loan
principal payment;

Awarded a $245,000 cash tax grant by the U.S. Internal Revenue
Service through the Qualifying Therapeutic Discovery Project;

Announced the publication of a research paper in the journal
Bioorganic and Medicinal Chemistry Letters that reports data using
the Company's core triterpenoid platform technology in the
discovery and development of new cancer therapeutic agents.

                          Reverse Stock Split

The Company also announced that a 1-for-30 reverse split of its
common stock will take effect at 5:00 p.m. on March 28, 2011.  The
Company's common stock will be quoted on the OTC Bulletin Board on
a split-adjusted basis beginning upon the opening of trading on
March 29, 2011, under the symbol of ADLSD.OB.  After 20 business
days, the symbol will revert back to ADLS.OB.

As a result of the reverse stock split, every 30 shares of the
Company's common stock issued and outstanding or reserved for
issuance immediately prior to the effective time will be converted
into one share of common stock.  Fractional shares will not be
issued and stockholders who otherwise would have been entitled to
receive a fractional share as a result of the reverse stock split
will receive an amount in cash the closing sales price of the
Company's common stock as reported on the OTC Bulletin Board on
March 28, 2011.

Letters of transmittal are expected to be sent to stockholders by
the company's transfer agent, VStock Transfer LLC, shortly after
the effectiveness of the reverse stock split.  No action by the
Company's stockholders is required prior to receipt of these
letters.

The reverse stock split was approved by the Company's stockholders
at the Company's annual meeting of stockholders held on April 8,
2010.  The number of shares of common stock subject to outstanding
stock warrants and options, and the exercise prices and conversion
ratios of those securities, will automatically be proportionately
adjusted for the 1-for-30 ratio provided for by the reverse stock
split.

As part of the amendment to its certificate of incorporation to
effect the reverse stock split, Advanced Life Sciences Holdings,
Inc. will also reduce its authorized shares of capital stock from
625,000,000 to 25,666,666 shares and its authorized shares of
common stock from 620,000,000 to 20,666,666 shares.

                 Business Outlook and Goals for 2011

Support pending government funding submissions and submit
additional proposals to develop Restanza as a biodefense and
public health countermeasure;

Advance discussions with prospective pharmaceutical company and
government partners as part of our evaluation of strategic
alternatives for the company; and

In-license additional value-enhancing pipeline candidates.

                    Financial Guidance for 2011

Advanced Life Sciences has taken certain cost cutting measures
including a company-wide compensation reduction plan to further
reduce its operating expenses.  To fund ongoing operations in
2011, the Company intends to raise additional capital through the
sale of equity while pursuing potential government contracts and
commercial partnerships.  The Company has approximately 25 million
shares, on a pre-split basis, available for sale under the current
equity facility with Dutchess Capital.  There are approximately
184 million authorized shares, on a pre-split basis, remaining for
subsequent equity financing opportunities.  The Company is
currently in default on its outstanding credit facility with
Leaders Bank. Under the provisions of the loan agreement, Leaders
Bank has certain rights and remedies including accelerating the
loan repayment in which case the Company may have to file for
bankruptcy protection.  The Company is in discussions with Leaders
Bank to resolve the current default.

                        About Advance Life

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

As reported in the Troubled Company Reporter on Jan. 6, 2011,
Advanced Life Sciences Holdings, Inc., on Dec. 29, 2010, entered
into an Omnibus Amendment with The Leaders Bank relating to the
Company's Second Amended and Restated Loan Agreement and
Forbearance Agreement with Leaders.  Under the terms of the
Amendment, Leaders agreed to waive the existing defaults under the
Loan Agreement and the Company agreed to make an interest reserve
payment of $186,000 by Jan. 10, 2011.  The due date for the
$1.1 million principal payment that is currently due will be
extended to April 1, 2011 upon payment of the Initial Reserve.
This $1.1 million principal payment as well as an additional
$1.0 million principal payment also due on April 1, 2011, can be
further extended to January 1, 2012, if the Company pays $486,000
in additional interest reserve by April 1, 2011.

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


ALABAMA AIRCRAFT: UAW Agrees to Termination of Workers' Pensions
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the United Auto Workers' union caved in to demands
for termination of the existing pension plan and contends Alabama
Aircraft Industries Inc. no longer has a basis for insisting on
termination of the existing collective bargaining agreement.
AAI's motion to terminate the union contract was scheduled for
hearing March 24.

According to the report, since the motion to reject the contract
was filed, the union agreed to termination of the pension plan,
subject to a ratification vote by workers.  The union said in a
court filing that the demands for "draconian labor cost
reductions" aren't "necessary" for a successful reorganization,
the standard that must be shown under bankruptcy law.  If not
denied outright, the union wants the motion adjourned so the
parties can negotiate further.  The Company's remaining requests
include a 15% reduction in wages and the elimination of a cost-of-
living wage adjustment.

The pension plan is under-funded by $31.4 million.

                        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 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 GROUP: Teton Advisors Discloses 3.30% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Teton Advisors, Inc., and its affiliates
disclosed that they beneficially own 1,212,300 shares of common
stock of representing 3.30% of the shares outstanding.  As of
Nov. 30, 2010, there were 36,750,083 shares of common stock
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/4QflCF

                      About All American Group

Elkhart, Indiana-based All American Group, Inc., formerly Coachmen
Industries, Inc., (OTC:COHM.PK) says it is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R), and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

The Company's balance sheet at Sept. 30, 2010, showed
$74.38 million in total assets, $40.95 million in total
liabilities, and stockholders' equity of $33.43 million

During the first quarter of 2010, the Company failed to meet
certain financial covenants of the credit agreement with H.I.G.
All American LLC.  H.I.G. did not declare the Company to be in
default of any covenant.  The parties entered into various
accommodations waiving those defaults.


AMERICAN SAFETY: 2nd-Lien Debt Holders to Get Escrowed Funds
------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has approved a request of institutions
collectively holding approximately 90% of the second-lien bank
debt issued prepetition by Old Razor Company, LLC, fka American
Safety Razor Company, LLC, et al., to compel the immediate release
of escrowed funds to second-lien debt holders.

The Court has directed the release of the Merrill Lynch reserve to
Cantor Fitzgerald, the agent for the second-lien debt, for
immediate distribution to holders of the second-lien debt.

Following entry of the sale court order on Oct. 8, 2010, the
Debtors consummated the $301 million sale of substantially all
estate assets to Energizer Holdings, Inc.  Under the terms of
sale, Energizer assumed most of the Debtors' unsecured debt
obligations and delivered to the estates sale proceeds sufficient
to: (i) fully satisfy allowed administrative fees; (ii) fully
satisfy all of the Debtors' first lien indebtedness; and
(iii) yield a very meaningful dividend to holders of the Debtors'
second lien indebtedness.  The Second-Lien Lenders understand that
most of the sale proceeds have been distributed to holders of the
Debtors' first and second-lien indebtedness.

The Debtors weren't able to resolve consensually all proceed-
entitlement issues prior to sale consummation, thus requiring the
creation of certain escrows at the closing, which escrows would be
held pending determination as to who is entitled to the funds.
The most meaningful escrow totaled $5,004,947 and arose from a
claim asserted by Merrill Lynch Capital Services, Inc., under
certain prepetition hedging arrangements with the Debtors.  The
escrow became necessary because Merrill Lynch had claimed that its
debt was secured at a priority level equivalent to the first-lien
debt, even though the parties didn't then have documentation
substantiating that assertion.  The escrow was created to afford
Merrill Lynch a reasonable opportunity to prove its senior-lien
entitlement to the sale proceeds.

Merrill Lynch purportedly has been unable to locate documentation
substantiating any security interest in the Debtors' property.
Merrill Lynch's counsel has informed the Second-Lien Lenders that
it (i) no longer asserts a senior entitlement to the more than
$5 million held in escrow and (ii) agrees with the Second-Lien
Lenders that funds should be released immediately to holders of
second-lien debt.

As reported by the Troubled Company Reporter on March 7, 2011,
Merrill Lynch asked the Court to compel Energizer to perform under
its payment obligations under an asset purchase agreement dated
Oct. 8, 2010, entered into by American Safety Razor Company, LLC,
as seller, and Energizer as purchaser.  Merrill Lynch complained
that pursuant to the APA, Energizer is required to promptly pay a
termination amount but has refused to pay.  By the terms of the
asset purchase agreement approved by the Court on Oct. 8, 2010,
Energizer assumed certain liabilities of the Debtors including the
termination amount owing to Merrill Lynch under the swap agreement
that Merrill Lynch and ASR entered into in 2007.  The Swap
Agreement was terminated effective as of Aug. 5, 2010, and under
the terms of the Swap Agreement, the termination amount owing to
Merrill Lynch is $4,925,465.  Energizer objected to Merrill
Lynch's request.

On March 8, 2011, Merrill Lynch determined to withdraw that
motion, and Energizer agreed to such withdraw.

The Second-Lien Lenders is represented by Womble Carlyle Sandridge
& Rice, PLLC.

Merrill Lynch is represented by Potter Anderson & Corroon LLP and
Kaye Scholer LLP.

                    About American Safety Razor

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.

At Dec. 31, 2010, the Debtor's balance sheet showed $10.2 million
in total assets, $8.5 million in total liabilities, and
stockholders' equity of $1.7 million.


AMR CORP: Expects Unit Revenue to Hike 4.0% to 4.5% in Q1 2011
--------------------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its Eagle Eye communication to investors.  This
document includes (a) actual unit cost, fuel price, capacity and
traffic information for January and February and (b) forecasts of
unit cost, revenue performance, fuel prices and fuel hedging,
capacity and traffic estimates, liquidity expectations, other
income/expense estimates and share count.

First quarter 2011 mainline unit revenue is expected to increase
between 4.0% and 4.5% compared to first quarter 2010, and first
quarter consolidated unit revenue is expected to increase between
4.1% and 4.6% year over year.  The Company's revenue results
reflect approximately $50 million in lower revenue due to extreme
weather events in the first 45 days of 2011, which resulted in
over 8,000 weather-related cancellations on a consolidated basis.
In total, Cargo and Other Revenue for first quarter 2011 is
expected to increase between 7.5% and 8.0% relative to first
quarter 2010.

AMR expects to end the first quarter with a cash and short-term
investment balance of approximately $6.2 billion, including
approximately $455 million in restricted cash and short-term
investments.  This estimate includes approximately $370 million of
cash collateral expected to be held by AMR relating to fuel
hedging transactions.

A full-text copy of Eagle Eye Communication is available for free
at http://is.gd/T2nzmk

                       About AMR Corporation

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

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

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

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

                          *     *     *

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

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


ARYX THERAPEUTICS: Growth, et. al., Cease to Hold 5% Ownership
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Growth Equity Opportunities Fund, LLC, New
Enterprise Associates 12, Limited Partnership, NEA Partners 12,
Limited Partnership, NEA 12, NEA 12 GP, LLC, Michael James
Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick
J. Kerins, Krishna S. Kolluri, C. Richard Kramlich, Charles W.
Newhall III, Mark W. Perry, Scott D. Sandell, Eugene A. Trainor
III and Charles M. Linehan disclosed that they have ceased to
beneficially own more than 5% of the common stock of the ARYx
Therapeutics, Inc.

                     About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of Sept. 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


AWAL BANK: Has Exclusive Right to File Plan Until Aug. 27
-----------------------------------------------------------
Judge Allan L. Gropper has extended the exclusive period by which
only Awal Bank BSC may file a chapter 11 plan through Aug. 27,
2011.

Awal Bank is also given the exclusive right to solicit acceptances
for that plan through Oct. 16, 2011.

The exclusive period extension request was sought by Charles
Russell, LL, the foreign representative and external administrator
of Awal Bank.

The Court's ruling is without prejudice to the rights of
the Debtor or the External Administrator to seek further
extensions of the Exclusive Periods, or the rights of other
parties-in-interest to seek termination of the Exclusive Periods
or otherwise oppose any request for further extension, in each
case pursuant to Section 1121(d) of the Bankruptcy Code.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

The External Administrator is represented by:

          David J. Molton, Esq.
          BROWN RUDNICK LLP
          7 Times Square
          New York, NY 10036
          Telephone: 212-209-4800
          Facsimile: 212-209-4801
          E-mail: dmolton@brownrudnick.com

               - and -

          Sunni P. Beville, Esq.
          Robert L. Harris, Esq.
          Rebeccca L. Fordon, Esq.
          Nicolas M. Dunn, Esq.
          BROWN RUDNICK LLP
          One Financial Center
          Boston, MA 02111
          Telephone: 617-856-8200
          Facsimile: 617-856-8201
          E-mail: sbeville@brownrudnick.com
                  rharris@brownrudnick.com
                  rfordon@brownrudnick.com
                  ndunn@brownrudnick.com


AZCAR TECHNOLOGIES: Ceases Business After Directors' Resignations
-----------------------------------------------------------------
Mr. Patrick W. Carothers, U.S. counsel to AZCAR Technologies, said
that AZCAR had ceased business and would be operated under the
control of a Chief Liquidation Officer.

As of March 23, 2011, the Corporation has 15,566,350 common shares
outstanding.

Canada-based AZCAR Technologies Incorporated (CVE:AZZ) --
http://www.azcar.com/-- provides the broadcast and new media
entertainment industries with professional services, related
equipment and materials.  Client businesses and applications span
the marketplace and include private and public television and
radio broadcast, post-production, satellite television, and
education markets. The Company provides engineering and
integration products and services to television broadcasters in
all areas of broadcasting, including over the air, cable,
satellite and Internet.  Through Matchframe Video, LLC, the
Company also operates a post-production facility and leases
editing equipment to customer in the entertainment industry. In
September 2010, the Company announced that its wholly owned
subsidiary, Megahertz Broadcast Systems Limited, had completed a
sale of all of its operating assets to a subsidiary of KIT digital
Inc.


BANK OF GRANITE: Transfer to Nasdaq Capital Approved
----------------------------------------------------
Bank of Granite Corporation received a written notice from The
Nasdaq Stock Market indicating that the Company's application to
transfer the listing of its common stock to The Nasdaq Capital
Market was approved as of the opening of business on March 21,
2011.

The application to transfer was prompted by Bank of Granite
Corporation's failure to be in compliance with Rule 5450(a)(1),
the bid price rule, because the closing bid price per share of its
common stock had been below $1.00 per share for 30 consecutive
business days prior to Sept. 22, 2010.  Upon the transfer to The
Nasdaq Capital Market, Bank of Granite Corporation became eligible
for an additional 180 calendar day period, or until Sept. 19,
2011, to regain compliance with the bid price rule.  Approval to
transfer to The Nasdaq Capital Market was conditioned upon the
Company agreeing to effect a reverse stock split during the
additional 180 calendar day period, should it become necessary to
do so to meet the minimum $1.00 bid price per share requirement.

The trading of Bank of Granite Corporation common stock is
unaffected by this change and will continue to be traded under the
symbol "GRAN."

                       About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on August 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

The Company's balance sheet as of Sept. 30, 2010, showed
$947.1 million in total assets, $918.9 million in total
liabilities, and stockholders' equity of $28.2 million.

                      Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on August 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12 percent for the life of the Order.

"The Bank has not achieved the required capital levels mandated by
the Order," the Company said in the filing.

                       Going Concern Doubt

Dixon Hughes PLLC, in Charlotte, N.C., 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 incurred net losses in 2009 and 2008,
primarily from higher provisions for loan losses, and that the
Company's wholly-owned bank subsidiary is under a regulatory order
that requires, among other provisions, higher regulatory capital
requirements.


BELLSOUTH TELECOMMUNICATIONS: Fitch Raises Note Rating From 'BB'
----------------------------------------------------------------
Fitch Ratings upgrades and revises the Rating Outlook to The
BellSouth Telecommunications Inc.'s sale and leaseback $45 million
discount notes:

  -- $45 million discount notes to 'BBB-sf' from 'BBsf'; Outlook
     revised to Stable from Evolving.

The rating of the discount notes represents a direct pass-through
to the rating of RVI America, currently rated 'BBB-'.

The certificates are secured by the lease on a 660,000 square
foot office building in Birmingham, AL.  BellSouth has a bondable
lease for 20 years on the property.  Rental payment ceased after
the first 10 years of the lease, when the senior notes were
retired.  Therefore, the discount notes will accrete to a total
of $45 million, due in conjunction with BellSouth's lease
expiration in 2018.

The discount notes are guaranteed by a residual value insurance
policy, provided by RVI.  At the end of the lease term, the
borrower has the option to sell the building for $45 million and
if not, RVI will buy the building and retire the discount notes.


BERWICK BLACK: Court Rules on Kniss Complaint
---------------------------------------------
Chief Bankruptcy Judge Thomas L. Perkins ruled on the Amended
Complaint filed by Donald Kniss against Mark Ray and Berwick Black
Cattle Company, and High Plains Farm Credit PCA, for claims
arising out of a court-approved agreement for the sale of the
Debtors' cattle to Mr. Kniss.  Judge Perkins said Mr. Kniss has
failed to prove his claims.  Based upon all of the evidence, the
Court determines that a correct reconciliation yields a final
amount due of $12,485.

High Plains served as the Debtors' primary secured lender.

The case is DONALD KNISS, Plaintiff, v. MARK RAY, BERWICK BLACK
CATTLE COMPANY and HIGH PLAINS FARM CREDIT, PCA, Defendants; and
MARK RAY and BERWICK BLACK CATTLE COMPANY, Cross-Claimants, v.
HIGH PLAINS FARM CREDIT, PCA, Cross-Defendant, Adv. Pro No. 08-
8090 (Bankr. C.D. Ill.).  A copy of the Court's March 8, 2011
Opinion is available at http://is.gd/NcvaPGfrom Leagle.com.

            About Mark Ray and Berwick Black Cattle Co.

Mark Ray and Berwick Black Cattle Company were in the business of
buying, selling and raising cattle.  Six of Berwick Black Cattle
Co.'s creditors, owed more than $14 million, filed an involuntary
Chapter 11 petition (Bankr. C.D. Ill. Case Nos. 06-82166 and
06-82165) on Dec. 25, 2006.  The Debtors did not contest the
petitions and orders for relief were entered on Feb. 1, 2007.  The
Company's assets were sold at auction by the secured lender in
early 2009.


BIG WHALE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Big Whale, LLC
        P.O. Box 510406
        Milwaukee, WI 53203

Bankruptcy Case No.: 11-23756

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Justin M. Mertz, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: jmertz@kerkmandunn.com

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

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

The petition was signed by Steve Lindner or Debra Lindner, member.

Debtor's List of 16 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Joyful Homes, LLC         Second Lien on         $265,833
P.O. Box 511090           Residence
New Berlin, WI 53151

Milwaukee County                                 $231,266
901 N. 9th Street
Milwaukee, WI 53233

Richard C. Barkow         Second Lien on         $182,002
2230 S. Miller Park Way   Residence
Milwaukee, WI 53219

RMOR, LLC                 Second Lien on         $127,173
                          Residence

Account #33884 IRA        Second Lien on         $84,873
c/o Equity Trust Co.      Residence

81302 Family Limited      Second Lien on         $67,551
P'ship                    Residence

Jerome Porubcan's IRA     Second Lien on         $49,045
                          Residence

Bliffert Lumber &                                $47,283
Fuel Co.

Milwaukee Water Works                            $39,478

Eagle Electric                                   $37,906

The $437.97 Family        Second Lien on         $26,434
Limited Partnership       Residence

Standard Roofing                                 $3,344
Co., Inc.

Mared Mechanical                                 $3,135

We Energies                                      $2,193

Dean Maintenance
Service, LLC                                     $1,725

Burleigh Glass Co.                               $406


BLUEKNIGHT ENERGY: MSD, 16.3% Owner, Amends Non-Disclosure Pact
---------------------------------------------------------------
On March 18, 2011, MSD Torchlight entered into a Non-Disclosure
Agreement Amendment with Blueknight Energy Partners, L.P.
Pursuant to the NDA Amendment, MSD Torchlight agreed to maintain
the confidentiality of certain non-public information relating to
the Partnership, Blueknight Energy Partners G.P., L.L.C., and
their respective affiliates, including, among other things,
information regarding the refinancing and recapitalization
disclosed, discussed or otherwise made available to MSD Torchlight
by the Partnership, the General Partner and their respective
affiliates at the Second Refinancing Meeting.

For a period of 30 days from the date of the Refinancing Meeting,
(a) MSD Torchlight agreed that it and its controlled affiliates
will not, directly or indirectly, effect any sale or acquisition
of any equity securities or acquisition of assets of the
Partnership or any of its affiliates; and (b) the Partnership and
the General Partner agreed that the Partnership will not file a
proxy statement with the Commission relating to the Unitholder
Meeting.

MSD Torchlight, L.P., and its affiliates beneficially own
3,576,944 shares of common units of Blueknight Energy Partners,
L.P., representing 16.3% of the shares outstanding.  At March 11,
2011, there were 21,890,224 common units, 12,570,504 subordinated
units and 21,538,462 Series A preferred units outstanding.

A full-text copy of the Amendment to Non-Disclosure Agreement is
available for free at http://is.gd/1uhJBv

                      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 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.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

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.


BLUEKNIGHT ENERGY: Swank, 16.1% Owner, Amends Non-Disclosure Pact
-----------------------------------------------------------------
Swank Capital, LLC, has entered into an Amendment to Non-
Disclosure Agreement dated March 17, 2011, with Blueknight Energy
Partners, L.P, and Blueknight Energy Partners G.P., L.L.C., to
provide that (i) Swank Capital, Blueknight, Blueknight GP and
certain other parties have scheduled a second meeting between the
parties to discuss the refinancing and recapitalization of
Blueknight and (ii) Swank Capital agrees to refrain from trading
in the securities of Blueknight or its affiliates without the
prior written consent of Blueknight for a period of 30 days' from
the Second Refinancing Meeting.

Swank Capital and its affiliates beneficially own 3,516,315 shares
of Blueknight Energy Partners, L.P., common stock of representing.
16.1% of the shares outstanding.  At March 11, 2011, there were
21,890,224 common units, 12,570,504 subordinated units and
21,538,462 Series A preferred units outstanding.

A full-text copy of the Amendment to Non-Disclosure Agreement is
available for free at http://is.gd/EHQW8e

                      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 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.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

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.


BLUEKNIGHT ENERGY: Solus, 7.2% Owner, Amends Non-Disclosure Pact
----------------------------------------------------------------
Solus Alternative Asset Management LP entered, on March 21, 2011,
into an Amendment to Non-Disclosure Agreement with Blueknight
Energy Partners, L.P., and Blueknight Energy Partners G.P., LLC.
The NDA Amendment was entered into in anticipation of a second
meeting held on March 22, 2011 to discuss the refinancing and
recapitalization of Blueknight.  Pursuant to the NDA Amendment,
Solus agreed, among other things, that its obligations under the
NDA extend to the Second Refinancing Meeting.

In addition, under the NDA Solus agreed that for a period of 20
days from the date of the Refinancing Meeting, unless Company
specifically consents in writing, Solus and its controlled
affiliates will not, directly or indirectly, effect or seek, offer
or propose to effect, or cause or participate in or in any way
assist any other person to effect or seek, offer or propose to
effect or participate in, any sale or acquisition of any equity
securities or acquisition of assets of the Company or its
controlled affiliates.  Under the NDA Amendment this period was
extended to 30 days from the date of the Refinancing Meeting.

Solus and its affiliates beneficially own 1,570,000 shares of
common units of Blueknight Energy Partners, L.P., representing
7.2% of the shares outstanding.  At March 11, 2011, there were
21,890,224 common units, 12,570,504 subordinated units and
21,538,462 Series A preferred units outstanding.

A full-text copy of the Amendment to Non-Disclosure Agreement is
available for free at http://is.gd/WclcyK

                      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 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.  The Company also reported a
net loss of $13.19 million on $39.09 million of total revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$5.64 million on $37.07 million of total revenue for the same
period during the prior year.

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.


BORDERS GROUP: To Close 25 More Stores, Closing Sales Begin
-----------------------------------------------------------
Borders Group, Inc. and its debtor affiliates informed Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York on March 19, 2011, that they intend to close
25 more stores in addition to the 200 stores they are currently
liquidating.

Sales with respect to the 25 additional stores are to commence on
or after March 24, 2011.

The 25 additional closing stores located at:

(1) 12th Street, West Des Moines, Iowa
(2) 15th St., Buckhead, Georgia
(3) 21st St., Philadelphia, Pennsylvania
(4) 23rd St., Overland, Kansas
(5) 38th St., Stamford, Connecticut
(6) 49th St., Waipahu, Hawaii
(7) 67th St., Tacoma, Washington
(8) 68th St., San Rafael, California
(9) 75th St., Wilmette, Illinois
(10) 87th St., Milpitas, California
(11) 106th St., Indianapolis, Indiana
(12) 111th St., San Diego, California
(13) 135th St., Tulsa, Oklahoma
(14) 140th St., Stafford, Texas
(15) 153rd St., Kahului, Hawaii
(16) 196th St., Braintree, Massachusetts
(17) 198th St., Fort Wayne, Indiana
(18) 227th St., Shrewsbury, Massachusetts
(19) 301st St., Federal Way, Washington
(20) 351st St., Pleasant Hill, California
(21) 354th St., Hollywood, California
(22) 386th St., Nashville, Tennessee
(23) 406th St., Goleta, California
(24) 419th St., Fairfield, Connecticut
(25) 512th St., Bakersfield, California

Borders got Court permission to conduct store closing sales of
the originally identified 200 store locations on February 18,
2011.  The February 18 Order further authorized Borders, without
any need for further motion or order of the Court, to include
certain additional stores referred to as "put option stores" in
the sale.

Borders previously disclosed its plan to close up to 75 of 136
potential other stores.  Borders Chief Executive Officer said in
a conference call held on March 11, 2011, that the final number
of additional stores will depend on the outcome of landlord
concessions and may be closer to 20 or 25 stores.

A joint venture composed of Hilco Merchant Resources, LLC, SB
Capital Group, LLC, Tiger Capital Group, and Gordon Brothers
Retail Partners, LLC was hired by Borders to handle the
liquidation of the 200 stores.

Borders reveals that its is currently working to finalize an
agreement with the liquidators with respect to the closing of the
25 additional stories, and will file such agreement on the
Court's docket upon execution.

The Wall Street Journal noted that Borders will have 433 stores
after the initial round of liquidating 200 stores is finished.
The additional store closings will bring Borders' total store
count to about 400, the Journal relayed.

                  March 17 Store Closing List

As widely reported, Borders posted in its reorganization Web site
an updated list of closing stores to reflect 28 more stores to be
liquidated.  The list, which was updated March 17, 2011, was
however taken down.  A "to-be-provided" notice replaced the list.

The March 17 list identified these store locations, which were
slated to close by late May 2011:

  (1) Bakersfield, California
  (2) Goleta, California
  (3) Hollywood, California
  (4) Milpitas, California
  (5) Pleasant Hill, California
  (6) San Diego, California
  (7) San Rafael, California
  (8) Fairfield, Connecticut
  (9) Stamford, Connecticut
(10) Atlanta, Georgia
(11) Kahului (Maui), Hawaii
(12) Waipahu, Hawaii
(13) Wilmette, Illinois
(14) West Des Moines, Iowa
(15) Fort Wayne, Indiana
(16) Indianapolis, Indiana
(17) Overland Park, Kansas
(18) Louisville, Kentucky
(19) Braintree, Massachusetts
(20) Shrewsbury, Massachusetts
(21) Tulsa, Oklahoma
(22) North Wales, Pennsylvania
(23) Philadelphia, Pennsylvania
(24) Cranston, Rhode Island
(25) Nashville, Tennessee
(26) Stafford, Texas
(27) Federal Way, Washington
(28) Tacoma, Washington

A copy of the March 17 list is available for free at:

   http://bankrupt.com/misc/Borders_Mar17StoreClosings.pdf

The closing of the 28 stores will leave Borders with only half of
its superstores, Reuters noted in another report.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Receives Final Nod of $500-Mil. DIP Financing
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York granted final approval of Borders Group,
Inc. and its debtor affiliates' request to obtain approximately
$500 million debtor-in-possession financing pursuant to a Senior
Secured, Super-Priority Debtor-in-Possession Credit Agreement
among the Debtors and lender parties led by GE Capital Markets,
Inc.

Judge Glenn held that given their current financial condition,
financing arrangements, and capital structure, the Debtors are
unable to obtain financing from sources other than the DIP
Lenders on terms more favorable than the DIP Facility.

Subject to the DIP Facility, all other related documents, and the
Final DIP Order, the Debtors are authorized to:

  (A) seek extensions of credit under the Working Capital
      Facility up to an aggregate principal amount of
      $450,000,000, at any one time outstanding, consisting of

      -- a revolving credit facility up to an aggregate
         amount of $410,000,000, including (x) a sublimit for
         letters of credit up to $75 million, and (y) a sublimit
         for swingline loans of up to $50 million;

      -- a first-in, last-out, fully-funded tranche in the
         principal amount of $20 million; and

      -- a letter of credit facility for up to $20 million to be
         provided by the Working Capital Agent or one of its
         affiliates in support of the Actual Cash Management
         Exposure; and

  (B) borrow an aggregate principal amount of $55 million under
      the Term B Facility.

The DIP Obligations will include all loans, letter of credit
reimbursement obligations, and any other indebtedness or
obligations, contingent or absolute, which may now or from time
to time be owing by any of the Debtors to the DIP Lenders under
their respective DIP Loan Documents or the Final Order,
including, without limitation, all principal, accrued interest,
costs, fees, expenses and other amounts owed pursuant to the
respective DIP Loan Documents.

Judge Glenn acknowledged that the Debtors will use the proceeds
of the DIP Facility:

  (a) for the repayment in full in cash of $196,050,000 in
      principal amount of revolver loans and $33,699,708 of
      issued and outstanding letters of credit, and other
      obligations under the Debtors' Prepetition Revolver Credit
      Agreement and the funding of an indemnity account as
      provided in a payoff letter by Bank of America, N.A., as
      administrative agent under the Prepetition Revolver;

  (b) for the repayment of the obligations under the Debtors'
      Prepetition Term Loan Agreement, including $48.6 million,
      and the funding of an indemnity account as provided in a
      payoff letter by GA Capital, LLC, as administrative agent
      under the Prepetition Term Loan; and

  (c) in a manner consistent with the DIP Loan Documents and in
      accordance with a prepared budget.

The Court held that the repayment of the Debtors' Prepetition
Loan Obligations in accordance with the Interim and Final DIP
Orders, and the Payoff Letters is necessary as the Prepetition
Agents and the Prepetition Lenders have not otherwise consented
to the use of their Cash Collateral or the subordination of their
liens to the DIP Liens.

Judge Glenn also granted the DIP Lenders allowed superpriority
administrative expense claim status in each of the Debtors'
Chapter 11 Cases or any case under Chapter 7 of the Bankruptcy
Code upon conversion of any of these Chapter 11 cases or any
other successor or subsequent case under the Bankruptcy Code.

Judge Glenn further granted to the Working Capital Agent
automatically perfected security interests in and liens on all of
the DIP collateral, including, without limitation, all property
constituting "Cash Collateral," as the term is defined under
Section 363 of the Bankruptcy Code, which liens will be subject
to the priorities set forth in the Final DIP Order.

The DIP Liens will be junior only to the (i) Carve-Out, and
(ii) Prepetition Permitted Liens, and will otherwise be senior in
priority and superior to any security, mortgage, collateral
interest, lien or claim on or to any of the DIP Collateral.

The Carve-Out refers to:

  (i) all fees required to be paid to the Clerk of the
      Bankruptcy Court and to the Office of the U.S. Trustee
      pursuant to 28 U.S.C. Section 1930(a);

(ii) upon a Termination Declaration Date, the sum of
      $4,000,000, which amount may be used subject to the terms
      of the applicable DIP Order to pay any fees or expenses
      of the bankruptcy professionals of the Debtors and any
      statutory committees appointed in the Debtors' cases;

(iii) any accrued and unpaid fees and expenses of the Debtors'
      and the Committee's professionals incurred prior to the
      receipt of the Carve-Out Trigger Notice; and

(iv) any professional fees and documented out-of-pocket
      expenses of a chapter 7 trustee under Section 726(b) of
      the Bankruptcy Code up to a maximum amount of $100,000 in
      the aggregate.

The Prepetition Permitted Liens will include all liens that were
valid, senior, enforceable, non-avoidable, prior and perfected
under applicable law as of the Petition Date.

The Debtors are further authorized and directed to pay the
principal, interest, fees, expenses and other amounts payable
under each of the DIP Loan Documents as they become due,
including, without limitation, letter of credit fees, continuing
commitment fees, closing fees, servicing fees, audit fees,
structuring fees, administrative agent's fees, the fees and
disbursements of each DIP Loan Agent's professionals, and the
legal expenses of the DIP Lenders  all to the extent provided by
and in accordance with the DIP Loan Documents.

The automatic stay is modified as necessary to effectuate all of
the terms and provisions of the Final DIP Order, the Court ruled.

On the Termination Date, all DIP Obligations will be
immediately due and payable, and all commitments to extend credit
under the DIP Facility will terminate, and all letters of credit
outstanding will be cash collateralized, backed or cancelled.

Judge Glenn clarified that nothing in the Final DIP Order or the
DIP Loan Documents will prejudice the rights of the Official
Committee of Unsecured Creditors, if granted standing, to seek to
assert claims against any of the Prepetition Lender Parties on
behalf of the Debtors or the Debtors' creditors and interest
holders, or to object to or to challenge the stipulations,
findings or Debtors' Stipulations relating to the Prepetition
Credit Facilities.  The Creditors' Committee, must (i) file any
motion seeking standing, or (ii) after obtaining Court-approved
standing, must commence, as appropriate, a contested matter or
adversary proceeding raising that objection or challenge.

All objections to the DIP Credit Facility to the extent not
withdrawn or resolved are overruled, Judge Glenn ruled.

As to Dallas/Fort Worth International Airport Board's Objection,
Judge Glenn clarified that a Concessionaire's Bond issued by
SAFECO Insurance Company of America in favor of DFWIAB is
excluded from any liens granted to the DIP Lenders or their
agents and assigns.  DFWIAB is not required to seek the approval
of this or any other court prior to proceeding against or
collecting on the Bond if and when permissible under a Concession
Lease Agreement with Borders, Inc., Lease No. 238963, including a
Board's Consent to Assignment and Assumption of Lease No. 238963,
Judge Glenn held.

A full-text copy of the Borders Final DIP order dated March 16,
2011, is available for free at:

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

                Cash Collateral Use Gets Approval

Judge Glenn authorized the Debtors, on a final basis, to use
their Prepetition Lenders' cash collateral pursuant to a prepared
budget.

The Debtors prepared a Budget for their Cash Collateral use for
the period from March 12, 2011, to June 25, 2011, a copy of which
is available for free at:

     http://bankrupt.com/misc/Borders_MartoJun2011Budget.pdf

All objections to the Cash Collateral Motion to the extent not
withdrawn or resolved are hereby overruled, Judge Glenn held.

The Debtors may use Cash Collateral until the occurrence of a
termination date as set forth in the Final DIP Order; provided,
that during a five-business day period after any DIP Lender files
a termination declaration date, the Debtors may use Cash
Collateral in accordance with the Budget solely to meet payroll
and to pay expenses critical to the preservation of the Debtors
and their estates as agreed by the DIP Loan Agents and the Term B
Lenders, subject to the terms of the DIP Loan Documents and the
Final DIP Order.

The Final Cash Collateral Order provides that the Debtors'
Prepetition Lenders are entitled to adequate protection of their
interest in the Prepetition Collateral, including the Cash
Collateral in these forms:

  (A) For the Prepetition Revolver Lenders, the Debtors (i)
      established an account for the Prepetition Revolver Agent
      into which the sum of $500,000 was deposited as security
      for their general reimbursement obligations under the
      Prepetition Revolver and granted an exclusive senior
      priority lien on the Prepetition Revolver Indemnity
      Account and all amounts therein, and (ii) the Debtors
      granted, on a final basis, adequate protection lien and
      superiority claims to the Prepetition Revolver Agent.

  (B) For the Prepetition Term Loan Lenders, the Debtors (i)
      established an account for the Prepetition Term Loan Agent
      into which the sum of $300,000 as security for the
      Debtors' reimbursement obligations under the Prepetition
      Term Loan Agreement; and (ii) granted, on a final basis,
      an adequate protection lien and superpriority claim to the
      Prepetition Term Loan Agent.

The Adequate Protection Liens will be junior only to (i) the
Carve-Out; (ii) the DIP Liens; and (iii) the Prepetition
Permitted Revolver Liens, Judge Glenn ruled.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Seeks Approval of Sutherland Contract Agreements
---------------------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to:

  (i) enter into a statement of work agreement and master
      services agreement with Sutherland Global Services, Inc.;
      and

(ii) pay a $781,250 prepetition claim owed to Sutherland.

In July 2010, Borders Group, Inc. entered into a Letter of Intent
with Sutherland Global Services, Inc. and Sutherland Global
Services Philippines, Inc., whereby Sutherland was obligated to
initiate and incorporate Borders' customer service calls into
Sutherland's outsourced contact center in the Philippines.

Pursuant to the LOI, Sutherland established a "Level One,"
English-speaking customer call contact center that provided
support for Borders' rewards and loyalty programs, Borders.com
inquiries and other customer service related inquiries.
Sutherland also provided other support, including technological
assistance, cataloguing and retaining customer emails and other
Web site correspondences.

The LOI expressly provided that it did not constitute a complete
and final agreement; instead, the LOI would serve as a bridge
agreement while the parties negotiated a more comprehensive
master services agreement.

The LOI was supposed to terminate by September 7, 2010, unless
the parties were able to enter into a master services agreement
or enter into a further extension.  In September 2010, the
Debtors and Sutherland agreed to extend the LOI Termination Date
through, and including, October 22, 2010.

The parties then continued to negotiate the terms of a master
services agreement, but did not enter into another extension.
Nonetheless, since the Petition Date, the parties have continued
to operate in accordance with the LOI and the Debtors have been
pre-paying for Sutherland's services.

                 Services & Operating Agreements

The Debtors and Sutherland have now agreed in principle on the
forms of a Master Services Agreement and a Statement of Work
Agreement or SOW, which the parties will execute upon obtaining
Court permission.

The MSA is an umbrella agreement that provides the formal
contractual terms to govern the Debtors' and Sutherland's
relationship under the SOW.  In addition to more formally
outlining the services and the compensation structure, the MSA
outlines the parties' rights and remedies, including termination
rights and notice requirements.

The SOW is an operating agreement that governs Sutherland's
operation of the Philippines Contact Center.  Under the SOW,
Sutherland is obligated to provide certain services, including:
(i) fielding incoming phone and email customer service inquiries;
(ii) managing the toll-free number; (iii) managing customer care
resolution, including check and refund requests; (iv) processing
Web site and phone gift card purchases; (v) fulfilling
Borders.com invoices; and (vi) handling damaged and unsettled
goods.  The SOW will expire on October 17, 2013.

Full-text copies of the forms of the MSA and SOW are available
for free at:

     http://bankrupt.com/misc/Borders_SutherlandMSA.pdf
     http://bankrupt.com/misc/Borders_SutherlandSOW.pdf

As of the Petition Date, the Debtors owe Sutherland $781,250 for
services rendered in connection with operating the Philippines
Contact Center.  The Sutherland Claim is comprised of:

  -- $685,444 for customer service related production charges,
  -- $68,205 for electronic and eReader related charges,
  -- $12,375 for training and development related charges, and
  -- $15,225 for reimbursement of expenses for services rendered
     from December 2010 through January 2011.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York -- AGlenn@kasowitz.com -- tells the Court that
Sutherland has indicated that it will not enter into any of the
Contact Agreements unless and until the Sutherland Claim is paid
in full.  Sutherland has also stated its intention to terminate
all services if the Debtors do not pay the Sutherland Claim.

Mr. Glenn asserts that providing and maintaining the Philippines
Contact Center is an integral component to maintain the Debtors'
operations.  The Debtors rely heavily on Sutherland to provide
this service, he stresses.

Finding a replacement for Sutherland could take many months, Mr.
Glenn emphasizes.  Any interruption in obtaining the services
provided at the Philippines Contact Center, he insists, would:
(i) damage the Debtors' business reputation; (ii) undermine the
Debtors' ability to provide a phone or web vehicle for customer
complaints and questions, which is necessary to retain customer
and store loyalty; and (iii) adversely and irreparably affect the
Debtors' restructuring efforts.

Against this backdrop, the Debtors ask to Court to grant critical
vendor status on Sutherland.

The Debtors further ask the Court that any order approving their
motion with respect to Sutherland be made effective immediately
by waiving the 14-day stay under Rule 6004(h) of the Federal
Rules of Bankruptcy Procedure.

The Court will consider the Debtors' request on April 7, 2011.
Objections are due no later than March 31.

                        About Borders Group

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

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

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

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

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

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

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

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


BULLDOG LANES: Remington's Hunt Club Owner in Chapter 11
--------------------------------------------------------
William D. Norris, signed Chapter 11 petitions for Entertainment
Properties LLC, Bulldog Lanes LLC and Champion Lanes LLC, and
Hattiesburg Liquid Entertainment LLC.  WorldNow and WDAM report
that the three entities own Remington's Hunt Club in Hattiesburg.
The property remains closed as a result of a temporary restraining
order.

Bulldog Lanes, LLC, filed a Chapter 11 petition (Bankr. N.D. Ms.
Case No. 11-11221) on March 15, 2011.  Champion Lanes, LLC (Case
No. 11-11222) and Hattiesburg Liquid Entertainment, LLC (Case No.
11-11223) simultaneously sought bankruptcy protection.

Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, serve as
counsel to the Debtors.


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

Bankruptcy Case No.: 11-11221

Affiliates that sought Chapter 11 protection:

  Debtor                                Case No.
  ------                                --------
Champion Lanes, LLC                     11-11222
Hattiesburg Liquid Entertainment, LLC   11-11223

Chapter 11 Petition Date: March 15, 2011

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

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

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

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

Bulldog Lanes did not file a list of creditors together with its
petition.

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


C-SWDE348 LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: C-SWDE348, LLC
        3455 Cliff Shadows Parkway, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 11-13942

Chapter 11 Petition Date: March 21, 2011

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

Judge: Mike K. Nakagawa

Debtor's Counsel: I Scott Bogatz, Esq.
                  BOGATZ & ASSOCIATES, P.C.
                  3455 Cliff Shadows Pkwy, Suite 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  E-mail: rpoll@isbnv.com

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

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

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM LLC, Debtor's manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
B-SWDE3, LLC                           09-29051   10/09/09
B-PVL1, LLC                            09-29147   10/12/09
A-SWDE1, LLC                           09-34216   12/29/09
A-JVP1, LLC                            09-34236   12/29/09
B-SWDE2, LLC                           09-33470   12/15/09
B-NWI1, LLC                            10-15774   04/02/10
B-JVP1, LLC                            10-16641   04/16/10
B-VLP2, LLC                            10-16660   04/16/10
B-PVL2, LLC                            10-16648   04/16/10
B-VLP1, LLC                            10-16655   04/16/10
B-VV1, LLC                             10-18284   05/05/10
A-NGAE1, LLC                           10-18719   05/12/10
B-SWDE6, LLC                           10-30194   10/27/10
B-SWDE7, LLC                           10-30199   10/27/10
B-SCT2, LLC                            10-31307   11/10/10
B-SCT1, LLC                            11-11560   02/04/11
G-SWDE1, LLC                           11-11991   02/14/11
C-NW358, LLC                           11-13424   03/11/11
C-NW361, LLC                           11-13431   03/11/11
C-NW362, LLC                           11-13435   03/11/11
C-SWDE382, LLC                         11-13438   03/11/11
C-SWDE383, LLC                         11-13440   03/11/11
C-SWDE384, LLC                         11-13442   03/11/11


CANBERRA HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Rating Services assigned a preliminary 'B'
corporate credit rating to Phoenix, Arizona-based Canberra
Holdings II Corp. At the same time, S&P assigned a preliminary
'B' issue-level rating to the company's $215 million senior
secured credit facility (which includes a $20 million five-year
revolving credit facility, a $175 million six-year term loan, and
a $20 million six-year delayed draw term loan) with a preliminary
recovery rating of '4', indicating S&P's expectation of average
recovery (30%-50%) in a default scenario.  The outlook is stable.

"The preliminary ratings on Canberra reflect its weak business
risk profile and highly leveraged financial risk profile, marked
by substantial leverage, weak free operating cash flow, and the
highly capital intensive nature of its business," said Standard &
Poor's credit analyst Peter Kelly.  "S&P views its business
profile as weak based on the company's limited product diversity,
significant customer concentration in both Australia and the U.S.,
and revenue growth that depends upon its ability to obtain
appropriate legislation to install camera systems in its targeted
states and municipalities, as well as in states with existing
systems and its current contracted customer base.  These factors
are partially offset by the company's leading position in the
traffic safety camera industry and S&P's expectation that its
operating profit will increase over the next few years as demand
for traffic safety continues to increase.  As a result, S&P
believes the company will be able to maintain credit measures
appropriate for the rating."

Upon closing of the proposed transaction, expected in May
2011, the borrower, Canberra Holdings II Corp., including its
subsidiaries Redflex Holdings Ltd. and Redflex Traffic Systems,
will be operating as Redflex and be domiciled in the U.S.
Redflex participates in the $200 million niche traffic safety
cameras market.  In the U.S., the company owns and operates
automated traffic safety camera systems (red light and speed).
Internationally, the company sells and provides services relating
to traffic safety cameras in major cities around the world.  It
generates most of its revenues in the U.S. where it holds about
47% of the red light and speed market; its international revenues
come primarily from Australia, where it holds about 80% of that
market.  The company will be co-owned by private equity firms, The
Carlyle Group and Macquarie Group Ltd.

The outlook is stable, reflecting S&P's expectation that the
company's operating performance will experience continued growth
in 2011.  "S&P could lower the ratings if subpar operating
performance, higher-than-expected cash outflows, limited headroom
under its financial covenants, or additional debt-financed
activities adversely affect liquidity or result in significant
deterioration in credit measures," Mr. Kelly continued, "for
example, if total adjusted debt to EBITDA exceeds 7x.  However,
S&P could consider a one-notch upgrade if Canberra's business
performs better than S&P expect, its credit measures improve to
around 5x total adjusted debt to EBITDA, and its liquidity and
financial policies support the higher rating."


CELL THERAPEUTICS: Redeems Outstanding Shares of Preferred Stock
----------------------------------------------------------------
Cell Therapeutics, Inc., has elected to redeem all of the shares
of its outstanding Series 8 Non-Convertible Preferred Stock, no
par value per share, and all of the shares of its Series 10 Non-
Convertible Preferred Stock, no par value per share, effective
March 21, 2011.

In January and March 2011, CTI issued the Series 8 Preferred Stock
and Series 10 Preferred Stock, respectively, to a single holder.
In connection with these issuances of the Preferred Stock, CTI
issued to the Holder warrants and an additional investment right.
When exercising the warrants and additional investment right, the
Holder issued fully secured recourse notes to CTI.  CTI will not
use any cash in connection with the Redemption.  Instead, all
shares of Preferred Stock, including any shares of Preferred Stock
representing accrued and unpaid dividends, will be redeemed by
offset against all of the outstanding Notes held by CTI, and all
of the outstanding Notes will be cancelled.

The notice of redemption will be mailed to the Holder on or about
the Redemption Date.  After the Redemption Date, dividends on the
Preferred Stock will cease to accrue, the Preferred Stock will no
longer be deemed outstanding and all rights of the Holder in
respect of the Preferred Stock will terminate.

                      About Cell Therapeutics

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

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

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

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


CEMTREX INC: Rehato Dela Rama Owns 400,000 Common Shares
--------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Rehato Dela Rama, vice president and director at
Cemtrex Inc., disclosed that he beneficially owns 400,000 shares
of common stock of the Company.

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.

The Company's balance sheet at Dec. 31, 2010, showed $2.4 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $772,180.

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a negative equity and negative working capital.


CENTERPOINT ENERGY: Moody's Reviews Ba1 Sr. Unsecured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
upgrade the ratings of the debt and supported obligations of
CenterPoint Energy, Inc. (Ba1 senior unsecured) and its
subsidiaries CenterPoint Energy Houston Electric, LLC (Baa2
senior unsecured) and CenterPoint Energy Resources Corp. (Baa3
senior unsecured).

                        Ratings Rationale

The rating reviews follow the recent unanimous ruling by the Texas
Supreme Court on CenterPoint's appeal of the stranded cost true-up
order that was issued by the Public Utility Commission of Texas.
The Court decided on several matters, most of them in favor of
CenterPoint, and remanded the case to the PUCT for further
proceedings.  The company now intends to file with the PUCT to
seek recovery of approximately $922 million pre-tax, plus
interest.  Moody's views this ruling as credit-positive for
CenterPoint as it not only eliminates a longstanding contingent
liability, but also is expected to result in substantial cash
proceeds.  Once it receives a financing order from the PUCT, the
company plans to issue securitization bonds to recoup the approved
stranded costs.

"The proceeds that result from this ruling would provide
CenterPoint with significant financial flexibility to recapitalize
or for other corporate uses and accelerates the company's previous
positive rating momentum," said Moody's vice president Mihoko
Manabe.

This litigation stemmed from a 2004 true-up order, in which the
PUCT disallowed $1.7 billion pre-tax of stranded costs that
CenterPoint had requested so as to recover the stranded costs
resulting from the transition to competitive retail electric
markets in Texas.  The $950 million after-tax write-down that the
company took then, along with other transition-related
extraordinary losses, explain much of the historical weakness in
CenterPoint's book equity.

It is Moody's understanding that the follow-on proceedings will
take at least until late this year before CEHE can issue
securitization bonds.  Parties to this case have until early April
to file a motion for a rehearing and the state constitution
requires the Texas Supreme Court to take action within six months.
The PUCT could then hold its own hearings before approving the
amount to be recovered and issuing the financing order that will
enable CEHE to issue securitization bonds.

In addition to some uncertainty on the timing of these
proceedings, it remains to be seen what amounts the PUCT will
ultimately allow for recovery.  Although the Court did prescribe
certain methodologies for certain items, there may be variables in
the calculations that could be subject to some interpretation and
dispute.  The interest portion of the recovery could be
substantial, given that the interest will have been accruing for
almost a decade.

During the course of the review over the next few months, Moody's
will assess the financial impact arising from this ruling,
including CenterPoint's planned uses for the securitization
proceeds.  Moody's will reconsider the notching of the ratings
among the CenterPoint companies in part based on any deleveraging
that may result.  Moody's noted that CNP's ratings have been
constrained historically because of a high proportion of holding
company debt, but that debt has been declining in recent years.

Before this ruling, Moody's had had CNP and CERC on a positive
rating outlooks in recognition of their solid financial
performance and improving financial positions, and CEHE's ratings
were upgraded last year.  In addition to the impacts of this
ruling, Moody's will assess CERC's performance under the
Shell/Encana field service project and the potential evolution of
CNP's capital structure as it pursues midstream and other
transactions.  Moody's could upgrade these companies if they
appear capable of sustaining improved metrics, for example, cash
flow pre-working capital-to-debt in the mid teens on a
consolidated basis for CNP and in the high teens for CEHE and
CERC.  For the fiscal year ended December 2010, CNP's cash flow-
to-debt ratio was 15.1%, CEHE's was 13.6%, and CERC's was 20.9%.

Moody's most recent rating action on CEHE was on August 3, 2010,
when CEHE's ratings were upgraded to Baa2 senior unsecured.  The
most recent actions on CNP and CERC were implemented on May 3,
2010 when their ratings were affirmed with a positive outlook.

CenterPoint Energy, Inc., is an electric and gas distribution
company headquartered in Houston, Texas.


CENTURY INDEMNITY: S&P Affirms 'CCC+' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCC+' counterparty credit and financial strength ratings and
stable outlook on Pennsylvania-based insurer Century Indemnity Co.
Standard & Poor's then withdrew the ratings at the company's
request.

Century Indemnity is an indirectly owned subsidiary of
Switzerland-based insurance and reinsurance holding company ACE
Ltd. (A/Stable/--).  The company mainly houses the old run-off
liabilities of ACE's asbestos, environmental, and other run-off
business written for 1995 and prior.

"The 'CCC+' ratings on Century Indemnity reflected the company's
run-off status and the volatile nature of its long-tail
liabilities," noted Standard & Poor's credit analyst Laline
Carvalho.  In S&P's view, these liabilities contribute significant
uncertainty to the company's ultimate claims liabilities and
whether they could ultimately exceed Century Indemnity's existing
loss reserves and reinsurance protection agreements.  The ratings
also reflected Century Indemnity's very low statutory
policyholders' surplus.

The company benefits from a $2.5 billion retroactive reinsurance
cover from U.S.-based reinsurer National Indemnity Co.
(AA+/Stable/--) and an $800 million excess-of-loss agreement
with an affiliate (ACE American Insurance Co.; AA-/Stable/--)
that protect its surplus base if there is adverse loss reserve
development for its liabilities.  Century Indemnity reported
$48 million in net adverse loss reserve development on a statutory
basis in 2010 and $160 million in 2009.  In S&P's view, this
demonstrates the continued uncertainty related to ultimate
payments for many of Century's liabilities.


CL VERIFY: Follows Microbilt to Chapter 11
------------------------------------------
CL Verify, LLC, sought Chapter 11 protection on March 23, 2011
(Bankr. D. N.J. Case No. 11-18715), estimating $100,000,001 to
$500,000,000 in assets and $500,001 to $1,000,000 in liabilities.

Walter Wojciechowski, chief executive officer of MicroBilt
Corporation, the manager of CL Verify, signed the petition.

Microbilt earlier filed for Chapter 11 (Bankr. D. N.J. Case No.
11-18143) on March 18, 2011.


CL VERIFY: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: CL Verify, LLC
          fdba CL Verify
               CL Verify Credit Solutions
               CL Verify Consumer Services
               CL Verify UK
               Intellidash
        3030 North Rocky Point Drive, Suite 670
        Tampa, FL 33607

Bankruptcy Case No.: 11-18715

Chapter 11 Petition Date: March 23, 2011

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

Debtor's Counsel: Kenneth Rosen, Esq.
                  LOWENSTEIN SANDLER
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  E-mail: krosen@lowenstein.com

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

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

The petition was signed by Walter Wojciechowski, chief executive
officer.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
MicroBilt Corporation                 11-18143            03/18/11

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chex Systems/Funds                 Trade Debt           $1,180,502
Dept. 2634
Los Angeles, CA 90084


CLEARWIRE CORP: Gets NASDAQ Non-Compliance Notice
-------------------------------------------------
Clearwire Corporation, on March 17, 2011, officially notified
Nasdaq that John Stanton had resigned from the Company's Audit
Committee and that, as a result, there was a vacancy on the Audit
Committee.  Mr. Stanton resigned from the Audit Committee due to
his assumption of the responsibilities of the Company's principal
executive officer on an interim basis.  On March 18, the Company
received a letter from Nasdaq confirming the Company was not in
compliance with Listing Rule 5605, which requires the Audit
Committee to be composed of at least three members.  Consistent
with Listing Rule 5605(c)(4), Nasdaq indicated it will provide the
Company a cure period to fulfill the Audit Committee requirements,
and such cure period will last until Sept. 6.  The Company fully
expects to fill the Audit Committee vacancy within the time limit
of the cure period.

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


COAST CRANE: Judge Overstreet Dismisses Chapter 11 Case
-------------------------------------------------------
Judge Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington signed on March 17, 2011, an order
dismissing Coast Crane Company n/k/a CC Liquidating Company's
Chapter 11 case.

Judge Overstreet said the Chapter 11 case can close on April 7,
2011.  The Debtor is ordered to file a notice of dismissal on or
before March 31, 2011.

As reported in the March 1, 2011 edition of the Troubled Company
Reporter, Coast Crane sought the dismissal of the Chapter 11 case,
noting that it has sold substantially all of its assets and
business and all available liquid assets have been sold to
creditors.  It added that there are no remaining unencumbered
cash proceeds that are available for disbursement to general
unsecured creditors.

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

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

                        About Coast Crane

Seattle, Washington-based Coast Crane Company leases, sells and
services tower cranes, forklifts, hoists, elevators, boom lifts,
scissor lifts and other heavy equipment used in commercial
construction throughout the world.

Coast Crane filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Wash. Case No. 10-21229) on Sept. 22, 2010.  Brian L. Lewis,
Esq., David C. Neu, Esq., and Michael J. Gearin, Esq., at K&L
Gates LLP, serve as counsel to the Debtor.  T. Scott Aliva at CRG
Partners Group LLC is the Debtor's chief restructuring officer.

The Debtor estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million as of the bankruptcy filing.


COLONIAL BANCGROUP: Pegs FDIC's Claim at $1, Not $2.2 Billion
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colonial BancGroup Inc. asserts the Federal Deposit
Insurance Corp. is entitled to vote a claim of only $1 -- not $2.2
billion as the FDIC claims.  The vote is being taken in
anticipation of the May 11 confirmation hearing for approval of
Colonial's Chapter 11 plan.

Mr. Rochelle relates that as part of the confirmation process, the
bankruptcy judge must put a temporary value on the FDIC's claim
only with regard to voting.  The FDIC, according to Colonial, has
contended from the outset that it owns almost all the holding
company's assets.  The FDIC is appealing a ruling in January that
it didn't have the right to offset an account with $38 million
toward payment of about $900 million the Colonial holding company
allegedly owes for capital insufficiency at the failed bank.

Mr. Rochelle relates that Colonial's chief assets are the
$38 million cash that is subject to disputed ownership.  There are
also $252 million in claimed tax refunds where FDIC asserts
ownership.  FDIC is also appealing an August ruling by the
bankruptcy judge who concluded that the holding company hadn't
made an enforceable agreement to make up a $900 million capital
deficiency at the bank subsidiary.

                   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.


COMCAM INTERNATIONAL: Settles With 2 Pinnacle Shareholders
----------------------------------------------------------
ComCam International, Inc., executed an accord and satisfaction
agreement with Robert Betty and Feng Brown, the former
shareholders of Pinnacle Integrated Systems, Inc., in connection
with the satisfaction of the outstanding terms of its acquisition
of Pinnacle as a wholly owned subsidiary on Dec. 30, 2009.

The Settlement satisfied in full the Company's remaining
obligation of $855,208 due to Shareholders in connection with the
acquisition of Pinnacle in exchange for a payment of $250,000 and
800,000 shares of the Company's common stock.

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

The Company, on Feb. 21, 2011, authorized the issuance of 800,000
shares of common stock to Robert Betty and Feng Brown in
connection with the Settlement valued at $0.50 per share, pursuant
to the exemption provided by Section 4(2) of the Securities Act of
1933, as amended.

                     About ComCam International

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

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

                          *     *     *

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


CORD BLOOD: Intends to Buy Storage Company for $30-Mil.
-------------------------------------------------------
Cord Blood America, Inc., entered into a non-binding Letter of
Intent with a large Cellular Therapeutics and Storage Company
located in the United States, for the acquisition of their storage
samples rights, assets and business, contingent upon among other
requirements, the Company's completion of due diligence, the
execution of a binding definitive agreement, and the Company
obtaining a firm commitment from an investment banker to provide
the capital required by the Company to consummate the acquisition.

The executed Letter of Intent contemplates a purchase price of
$30 million, of which $25 Million is to be paid in cash at
closing, and the balance is to be paid in the form of Cord Blood
America, Inc., stock valued at the stock's average closing price
over the 20 days preceding the date of delivery, with $3 million
in value in stock to be delivered 12 months after consummation of
the acquisition, and $2 million in value in stock to be delivered
24 months after the consummation of the acquisition.  If the total
amount of stock to be delivered by the Company represents more
than 25% of its outstanding capital stock after issuance, the
Company retains the option to deliver cash rather then stock in
order to cap the stock delivery at said 25%.

The Letter of Intent requires that the identity of the target
company is to be kept confidential until a definitive acquisition
agreement is executed.  Cord Blood is currently in contact with
its investment bankers, but there is no assurance that the Company
will be successful in arranging the required firm commitment for
the necessary capital on commercially reasonable terms.  At this
stage the only document that has been executed is the Letter of
Intent, and it specifically states that it is non binding.
Further, Cord Blood has initiated, but has not completed its due
diligence.  As a result, although management is optimistic, there
can be no assurance that this contemplated acquisition will occur,
and at this date there is no obligation on the Company's part to
proceed.

                      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.


DIVERSEY INC: S&P Changes Rating on $400 Mil. Senior Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Diversey Inc.'s $400 million 8.25% senior unsecured
notes to '5' from '6'.  The '5' recovery rating indicates S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.  Accordingly, S&P revised the issue rating on Diversey's
notes to 'B' from 'B-'.

Standard & Poor's Ratings Services also said it affirmed the
'B+' corporate credit rating on Diversey Holdings Inc.  The
outlook remains stable.  The '2' and 'BB-' ratings on the
company's senior secured credit facilities are unchanged, and
indicate S&P's expectation of substantial (70%-90%) recovery for
lenders in the event of a payment default.  In addition, the '6'
recovery rating and 'B-' issue rating on Diversey Holdings Inc.'s
10.5% payment-in-kind notes is unchanged.

"The ratings on Diversey Holdings Inc. and its operating
subsidiary, Diversey Inc., reflect its satisfactory business
risk profile and highly leveraged financial risk profile,"
said Standard & Poor's credit analyst Liley Mehta.

Diversey is a leading global manufacturer and marketer of cleaning
and hygiene products and related services for institutional and
industrial cleaning.  The company is the second-largest in its
industry, with an estimated 8% share of this still-fragmented
global market, which Standard & Poor's Ratings Services estimates
at more than $40 billion.


DONALD DENNETT: Court Approves Ch. 7 Trustee's Compromise
---------------------------------------------------------
Bankruptcy Chief Judge William T. Thurman granted a motion filed
by Philip G. Jones, the Chapter 7 Trustee in the bankruptcy case
of Donald Wesley Dennett, to compromise and settle a state court
litigation.  The Court denied a related motion for abandonment
filed by the Debtor.

The matter concerns litigation pending in the 5th District Court
of Utah involving a repurchase agreement for land located just
outside Zions National Park in the city of Springdale, Utah,
currently owned by Stewart Ferbers et al., as defendants and
cross-claimants in the State Court Litigation while the Debtor is
the Plaintiff.

Donald Wesley Dennett filed for Chapter 11 bankruptcy (Bankr. D.
Utah Case No. 10-21685) on Feb. 17, 2010, after commencing the
State Court Litigation against the Defendants.  The Debtor's
schedules list $2,366,280.64 in secured claims and $1,019,773.57
in unsecured claims and no priority unsecured claims.  Schedule A
lists property at 792 Park Boulevard and Roosevelt land with
values of $251,000 and $160,000 respectively.  Schedule B lists a
total of $6,450 in personal property.  The Debtor's case was
converted to one under Chapter 7 on Sept. 14, 2010.  Philip G.
Jones was appointed as the Chapter 7 trustee.

The Debtor's cause of action against the Defendants goes back to
2007 when the Debtor became in arrears on his loan payments on the
Real Property to a third party.  The Defendants agreed to purchase
the Real Property from Debtor and obtained a loan from Zions Bank
for $1,775,603.29 to pay off the Debtor's creditor.  The Debtor
and the Defendants executed documents regarding the Real Property.
The agreement between the Debtor and the Defendants granted the
Debtor possession of the Real Property with an 18-month repurchase
right subject to monthly interest payments of $8,000 per month.
The Repurchase Agreement called for a 30-day notice from the
Debtor before the repurchase to calculate the amount owed.  The
Debtor characterizes the Repurchase Agreement as a mortgage; the
Defendants characterize the agreement as an absolute purchase of
the Real Property to the Defendants subject to an exclusive right
to repurchase held solely by the Debtor.

The lawsuit between the parties arose when the Debtor attempted to
exercise his rights under the Repurchase Agreement.  Although two
purchase price amounts were provided by the Defendants, one on
July 6, 2009 in the amount of $2,209,156.14 and the other on
August 5, 2009 in the amount of $2,108,712.73, the timing of the
amounts is in dispute. The Debtor believes the Defendants acted in
bad faith by delaying calculation of the exact amount that in turn
prevented the Debtor's funding source from being able to close due
to uncertainty.  The Defendants contend the Debtor failed to
exercise his repurchase right after the Debtor's funding source
withdrew its funds.  The Defendants also contend the Debtor was
already in default of the Repurchase Agreement due to missing two
monthly interest payments prior to closing.  When the Defendants
sought to enforce their rights of possession under the Repurchase
Agreement, the Debtor initiated the State Court Litigation.

The State Court ordered a $100,000 possession bond which was
posted by the Defendants on Feb. 12, 2010.

The Chapter 7 trustee initially filed his own motion to abandon
relating to the State Court Litigation.  This was denied without
prejudice on Dec. 2, 2010, due to an offer by the Defendants to
the Trustee to settle the underlying claim.  The Trustee filed his
current Motion to Compromise on December 14, 2010. The Debtor's
response to the Motion to Compromise included his own Motion to
Abandon. Two creditors, Ballard & Campbell Land Survey and Vector
Engineering, filed identical statements opposing the Trustee's
Motion to Compromise.

On Feb. 25, 2010, the Defendants filed a motion to dismiss the
Debtor's bankruptcy case or in the alternative, motion for relief
from the automatic stay.  The Court granted relief from stay to
the Defendants on April 29, 2010.  The Defendants subsequently
obtained possession of the Real Property pursuant to actions taken
in State Court.  Both parties have filed motions for summary
judgment in the State Court.

The Trustee recommends that the Court approve his settlement with
the Defendants by allowing him to settle the claim for $25,000.
The Debtor contests the Trustee's Motion to Compromise because the
Debtor believes he will prevail in the State Court Litigation and
will reclaim his right to repurchase the Real Property.  The
Debtor believes the Real Property is worth at least $3,000,000 and
claims there is a verbal offer to purchase it by a neighboring
property owner for $3,000,000.  No evidence was produced regarding
this offer except the Debtor's counsel's argument.  The Debtor, in
his Motion to Abandon, states that if his lawsuit against the
Defendants is successful, the Trustee should fund the repurchase
of the Real Property which could then be sold, and a plan of
reorganization would be submitted to benefit the creditors.  The
Debtor seeks an abandonment of the State Court Litigation so that
he can continue it.

In ruling against the Debtor's motion, Judge Thurman pointed out
that the Debtor, other creditors, and third parties have had ample
time since the filing of the Chapter 11 petition and conversion to
Chapter 7, and notice of the current motion to either purchase or
settle the claim.  Where no one else has come forward with a
higher offer than the Defendants to either purchase or settle the
claim, the $25,000 offer to settle reasonably and fairly
represents the value of the claim to the estate.  Further, the
Court finds no abuse of discretion by the Trustee in exercising
his business judgment in proceeding with his motion and accepting
the offer subject to court approval.

A copy of Judge Thurman's March 7, 2011 Memorandum Decision is
available at ____ from Leagle.com.


DEEP MARINE: Court Rules on Bunkers & Lubes Claims
--------------------------------------------------
On Feb. 2, 2011, John Bittner, as Liquidating Trustee for the
Deep Marine Liquidating Trust, filed a Motion for Partial Summary
Judgment Resolving Claims Related to Bunkers and Lubes.  The
motion dealt with Deep Marine Technology's claim to various
bunkers and lubes that were sold for $113,181.  In a March 7, 2011
Memorandum Opinion, Bankruptcy Judge Marvin Isgur granted Mr.
Bittner's motion for partial summary judgment.

The case is DEEP MARINE 1, LLC, et al, Plaintiff(s), v. DEEP
MARINE LIQUIDATING TRUST (AS SUCCESSOR TO DEEP MARINE HOLDINGS,
INC., DEEP MARINE TECHNOLOGY INCORPORATED, DEEP MARINE 1, LLC, AND
DEEP MARINE 2, LLC), et al, Defendant(s), Adv. Pro. No. 10-03271
(Bankr. S.D. Tex.).  A copy of the Court's March 7 decision is
available at http://is.gd/NcvaPGfrom Leagle.com.

                         About Deep Marine

Headquartered in Houston, Texas, Deep Marine Technology Inc. --
http://www.deepmarinetech.com/-- is an independent subsea service
provider to the Offshore Oil and Gas Industry.

Deep Marine Holdings, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. S.D. Tex. Case No. 09-39314) on December 4,
2009.  Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC,
Deep Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC,
also sought bankruptcy protection.  The Debtors are represented by
Bracewell & Guiliani, L.L.P.  In its schedules, DMTI scheduled
$91,060,850 in assets and $64,091,137 in debts.

Deep Marine won approval of its Chapter 11 plan on June 2, 2010.
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Plan confirmation included sale of the Company's
four vessels to four buyers for a total of $94.8 million.  Before
the auction in May 2010, Oceaneering International Inc. was under
contract to buy all four for $74.5 million.  The other buyers are
Seacor Marine LLC, Otto Marine Ltd. and Ezram LLC.

The Plan provided for the creation of a liquidating trust and
basically provides for a distribution of sale proceeds according
to the priorities outlined in bankruptcy law.


DUTCH GOLD: Dismisses Gruber & Company as Accountants
-----------------------------------------------------
The Board of Directors of Dutch Gold Resources, Inc., dismissed
its independent registered public accounting firm, Gruber &
Company, LLC.

The report of Gruber for the year ending Dec. 31, 2009, did not
contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles other than going concern.

The decision to change accountants was approved by the Company's
board of directors on March 18, 2011, and on such date Hancock
Askew & Co, LLP, was engaged as the Company's new independent
registered public accountants.  The Company did not consult
Hancock regarding either: (i) the application of accounting
principles to a specified transaction, completed or proposed, or
the type of audit opinion that might be rendered on the Company's
financial statements, or (ii) any matter that was either the
subject of a disagreement or a reportable event in connection with
its report on the Company's financial statements.

During the Company's two most recent fiscal years and the
subsequent interim period through the date of dismissal, there
were no disagreements with Gruber on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the
satisfaction of Gruber, would have caused it to make reference to
the matter in connection with its reports.  There were no
"reportable events" in connection with its report on the Company's
financial statements.

The Company has engaged Hancock as its new independent certified
public accounting firm to audit the Company's financial statements
Dec. 31, 2010.  Prior to such engagement, the Company did not
consult such firm on any of the matters referenced in Item
302(a)(2) of Regulation S-K during the two most recent years or
any subsequent interim period prior to engaging Hancock.

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

According to the Troubled Company Reporter on Nov. 22, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., 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 operating
losses from its inception and is dependent upon its ability to
meet its future financing requirements, and the success of future
operations.

The Company's balance sheet as of Sept. 30, 2010, showed
$2.01 million in total assets, $6.05 million in total liabilities,
and a stockholders' deficit of $4.04 million.


DYNEGY INC: Adopts Third Amendment to Exec. Severance Pay Plan
--------------------------------------------------------------
Dynegy Inc. adopted similar amendments to the Dynegy Inc.
Severance Pay Plan, as amended and restated, and the Dynegy Inc.
Executive Severance Pay Plan, as amended and restated on March 21,
2011.  For employees covered by the Executive Plan who are
terminated from employment during the period beginning on March 7,
2011 and ending on Aug. 31, 2012, and who are eligible to
participate in the Executive Plan, the amendment:

   * Increases the minimum severance payment amount from six
     months of base pay to nine months of base pay for any
     employee covered by the Executive Plan who has the title of
    "Managing Director" or "Vice President" at the time such
     covered employee becomes eligible to receive severance
     benefits under the Executive Plan; and

   * If such an eligible covered employee completes at least three
     months of service in each of (i) the performance period under
     any applicable short term incentive plans or arrangements of
     Dynegy or affiliates of Dynegy during which such covered
     employee's termination of employment occurs and (ii) the
     performance period under any applicable STI Plans immediately
     prior to the Current Performance Period, provides for an
     additional lump sum cash payment equal to the sum of:

      (1) the aggregate annual target opportunity under all
          applicable STI Plans that could have been earned by such
          covered employee for the Current Performance Period,
          determined as if all applicable goals and targets had
          been satisfied in full, but pro-rated based on when such
          covered employee's date of termination of employment
          falls within such performance period; and

     (2) (a) if such covered employee's termination of employment
          occurs before a determination has been made regarding
          STI payment amounts for the Prior Performance Period,
          the aggregate annual target opportunity under all
          applicable STI Plans that could have been earned by such
          covered employee for the Prior Performance Period,
          determined as if all applicable goals and targets had
          been satisfied in full or (b) if such covered employee's
          termination of employment occurs on or after a
          determination has been made regarding STI payment
          amounts for the Prior Performance Period, the aggregate
          annual target opportunity under all applicable STI Plans
          earned by such terminated covered employee but not yet
          paid for the Prior Performance Period.

If such covered employee completes at least three months of
service in the Current Performance Period but not in the Prior
Performance Period, or if such covered employee completes at least
three months of service in the Prior Performance Period but not in
the Current Performance Period, such covered employee will only be
eligible for the additional STI-based lump sum cash payment
described above that is applicable to the performance period in
which the three months of service was completed.

The amendment further provides that the Executive Plan may not be
amended, modified, supplemented or terminated, in whole or in
part, until after Aug. 31, 2012, unless that an amendment is
necessary or appropriate to qualify or maintain the Executive Plan
so that it satisfies the applicable provisions of the Internal
Revenue Code of 1986, as amended, or the Employee Retirement
Income Security Act of 1974, as amended, or unless such an
amendment increases or enhances benefits under the Executive Plan.

A full-text copy of the Third Amendment to the Dynegy Inc.
Executive Severance Pay Plan is available for free at:

                        http://is.gd/5Uppdd

                         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.


EAST-WEST TRUCKING: Proofs of Claim Due April 12
------------------------------------------------
James A. Knauer, trustee for Eastern Livestock, announced that:

  * creditors of Thomas P. Gibson and Patsy M. Gibson have until
    April 25, 2011, to file proofs of claim, and

  * creditors of East-West Trucking Co., LLC, have until April 12,
    2011, to file their proofs of claim.

According to Clarissa Kell-Holland at Land Line Magazine, the
trustees agree that it's still too early to tell if truckers will
be paid for loads they hauled for one of the largest cattle
brokerages, which abruptly collapsed in November 2010.  Just days
before the company's shutdown, Eastern Livestock of New Albany,
IN, apparently sent out $130 million in worthless checks to more
than 740 cattle sellers.  Truckers hauling cattle for Eastern and
East-West also received bad checks from them during that same time
period.

According to Land Line, Eastern Livestock bankruptcy trustee James
Knauer said investigators have been able to trace back "phony
sales which were used to prop up the cash flow" as early as 2008,
but just not on the "same scale as in later years."  In 2010, the
Company reported inflated sales of $3.9 billion, three times the
amount it listed in sales a year earlier.

Clarissa Kell-Holland, citing court documents, said Eastern's
bank, the Fifth Third Bank of Cincinnati, Ohio, stated things
began to unravel for one of the largest cattle brokerages on
Nov. 1.  Around the same time, a bank audit discovered an
elaborate check-kiting scheme.  The bank accuses the Company of a
"complicated bank fraud and check-kiting scheme employed by
Eastern Livestock to defraud Fifth Third of millions of dollars."

                     About Eastern Livestock

Eastern Livestock Co., LLC, was a cattle brokerage company in New
Albany, Indiana, that shut operations in November 2010.

David L. Rings, Southeast Livestock Exchange, LLC, and Moseley
Cattle Auction, LLC, filed an involuntary Chapter 11 petition
(Bankr. S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for
the Company on Dec. 6, 2010.  The petitioning creditors, which
asserted $1.45 million in claims for "cattle sold," are
represented by Greenebaum Doll & McDonald PLLC.  Judge Basil H.
Lorch III, at the behest of the creditors, appointed a trustee to
operate Eastern Livestock Co., LLC's business.

James A. Knauer, the Chapter 11 trustee for Eastern Livestock, has
tapped James M. Carr, Esq., at Baker & Daniels LLP, as counsel.
BMC Group Inc. is the claims and notice agent.  According to the
schedules, the Debtor had $81,237,865 in total assets and
$40,154,698 in total debts as of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for
the Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.


EASTERN LIVESTOCK: Payment to Truckers Still in Limbo
-----------------------------------------------------
James A. Knauer, trustee for Eastern Livestock, announced that:

  * creditors of Thomas P. Gibson and Patsy M. Gibson have until
    April 25, 2011, to file proofs of claim, and

  * creditors of East-West Trucking Co., LLC, have until April 12,
    2011, to file their proofs of claim.

According to Clarissa Kell-Holland at Land Line Magazine, the
trustees agree that it's still too early to tell if truckers will
be paid for loads they hauled for one of the largest cattle
brokerages, which abruptly collapsed in November 2010.  Just days
before the company's shutdown, Eastern Livestock of New Albany,
IN, apparently sent out $130 million in worthless checks to more
than 740 cattle sellers.  Truckers hauling cattle for Eastern and
East-West also received bad checks from them during that same time
period.

According to Land Line, Eastern Livestock bankruptcy trustee James
Knauer said investigators have been able to trace back "phony
sales which were used to prop up the cash flow" as early as 2008,
but just not on the "same scale as in later years."  In 2010, the
Company reported inflated sales of $3.9 billion, three times the
amount it listed in sales a year earlier.

Clarissa Kell-Holland, citing court documents, said Eastern's
bank, the Fifth Third Bank of Cincinnati, Ohio, stated things
began to unravel for one of the largest cattle brokerages on
Nov. 1.  Around the same time, a bank audit discovered an
elaborate check-kiting scheme.  The bank accuses the Company of a
"complicated bank fraud and check-kiting scheme employed by
Eastern Livestock to defraud Fifth Third of millions of dollars."

                     About Eastern Livestock

Eastern Livestock Co., LLC, was a cattle brokerage company in New
Albany, Indiana, that shut operations in November 2010.

David L. Rings, Southeast Livestock Exchange, LLC, and Moseley
Cattle Auction, LLC, filed an involuntary Chapter 11 petition
(Bankr. S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for
the Company on Dec. 6, 2010.  The petitioning creditors, which
asserted $1.45 million in claims for "cattle sold," are
represented by Greenebaum Doll & McDonald PLLC.  Judge Basil H.
Lorch III, at the behest of the creditors, appointed a trustee to
operate Eastern Livestock Co., LLC's business.

James A. Knauer, the Chapter 11 trustee for Eastern Livestock, has
tapped James M. Carr, Esq., at Baker & Daniels LLP, as counsel.
BMC Group Inc. is the claims and notice agent.  According to the
schedules, the Debtor had $81,237,865 in total assets and
$40,154,698 in total debts as of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for
the Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.


EMPIRE RESORTS: Hikes Capital Stock to 155-Mil. Shares
------------------------------------------------------
Empire Resorts, Inc., a Delaware corporation on Feb. 16 filed an
Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware.  The Amended Charter
amended the Company's prior Amended and Restated Certificate of
Incorporation, as amended, by: (1) increasing the Company's
authorized capital stock from 100 million shares, consisting of
95 million shares of common stock, par value $0.01 per, and 5
million shares of preferred stock, par value $0.01 per share, to a
total of 155 million shares, consisting of 150 million shares of
Common Stock and 5 million shares of Preferred Stock; and (2)
eliminating the classified board provisions and providing for the
annual election of all directors.

The total number of votes cast in person or by proxy at the
Meeting was 55,796,491, representing approximately 79.7% of the
70,044,920 votes entitled to be cast at the Meeting.  Each of the
matters submitted to a vote of the Company's stockholders at the
Meeting was approved by the requisite vote of the Company's
stockholders.

                      About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Dec. 31, 2010, showed
$48.44 million in total assets, $42.15 million in total current
liabilities and $6.29 million in total stockholders' equity.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Friedman noted that the
Company's ability to continue as a going concern depends on its
ability to satisfy its indebtedness when due.  In addition, the
Company has continuing net losses and negative cash flows from
operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


ESSEX PROPERTY: Fitch Assigns 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Essex
Property Trust, Inc., and its operating partnership, Essex
Portfolio L.P.:

Essex Property Trust, Inc.

  -- Issuer Default Rating 'BBB';
  -- Preferred stock 'BB+'.

Essex Portfolio L.P.

  -- Issuer Default Rating 'BBB';
  -- $275 million unsecured revolving credit facility 'BBB';
  -- Senior unsecured notes (indicative rating) 'BBB'.

The Rating Outlook is Stable.

The ratings center on Fitch's expectation that ESS' near-to
medium-term credit profile will be consistent with a rating of
'BBB'.

The ratings are supported by ESS' moderate leverage, consistent
coverage of fixed charges, and strong unencumbered asset coverage
of unsecured debt.  Further supporting the ratings are the
company's solid management team and long-term track record as
astute operators and capital allocators in the multifamily sector.

ESS' ratings are further supported by its strategy of owning
assets in supply constrained, high barrier to entry, West Coast
markets.  These markets tend to have high population density,
proximity to solid job growth markets and high cost of for-sale
single family housing, improving the demand drivers for
multifamily housing.

For full year 2010, fixed charge coverage (defined as recurring
operating EBITDA less Fitch's estimate of recurring capital
improvements divided by interest incurred and preferred stock
distributions) was 2.4 times, which is strong for the 'BBB'
rating.  Fixed charge coverage was 2.3x for the years ended
Dec. 31, 2009 and 2008, respectively.

ESS' net debt to recurring operating EBITDA for the year ended
Dec. 31, 2010, was 8.3x, up from 7.1x and 6.5x in 2009 and 2008,
respectively.  However, leverage is skewed higher by a substantial
amount of recent acquisitions, which have yet to benefit EBITDA on
a full year's basis.  Fitch expects that upon a full year's
contribution to EBITDA, leverage would be approximately 7.8x,
which is appropriate for a 'BBB' rated multifamily REIT, given the
degree of ESS' geographic concentration.

Further supporting the ratings is a high ratio of unencumbered
assets to unsecured debt.  Based on applying a 7.5% capitalization
rate to annualized 2010 fourth quarter (4Q'10) unencumbered net
operating income (NOI), ESS' unencumbered assets covered unsecured
debt by 5.5x.  However, the high coverage is driven by ESS'
historical strategy of being primarily a secured borrower.  ESS'
only current unsecured debt is its revolving credit facility which
had a balance of $176 million as of Dec. 31, 2010.

ESS has a manageable debt maturity schedule with just $157 million
or 7% of total debt maturing from Jan. 1, 2011 through Dec. 31,
2012, excluding the unsecured revolving line of credit.  Fitch
calculates that ESS' sources of liquidity (unrestricted cash,
availability under its unsecured revolving credit facility,
expected retained cash flows from operating activities after
dividend distributions) exceed uses of liquidity (pro rata share
of debt maturities and expected recurring capital expenditures)
by $92.4 million from Jan.  1, 2011 to Dec. 31, 2012, resulting
in a liquidity coverage ratio of 1.4x, which is appropriate for
the 'BBB' rating.  The coverage ratio would rise to 3.7x, assuming
80% of secured debt is refinanced.  Liquidity coverage adjusted
for estimated remaining non-discretionary development costs of
$54 million would be 1.1x assuming no refinancings and 2.2x
assuming 80% of secured debt is refinanced.

The ratings are supported by a recent positive inflection in
multifamily fundamentals in ESS' markets.  ESS' same property net
operating income increased by 0.5% in 4Q'10 relative to 4Q'09,
after six consecutive quarters of declining same property NOI.
Fitch anticipates that fundamentals will continue to improve from
current levels, due to moderate job growth, limited new supply and
a high cost of for-sale single family housing in ESS' markets.

The ratings also point to the strength of ESS' long-tenured
management team, including senior officers and property and
leasing managers.

Offsetting these ratings strengths are the company's almost
exclusive use of secured debt, geographically concentrated
portfolio, active development pipeline and recent acquisitions of
assets with large amounts of vacancy, and recent missteps in the
utilization of forward-starting swap contracts.

ESS has a primarily secured debt profile; the only unsecured
debt currently in the company's capital structure is ESS'
unsecured revolving line of credit with $275 million total
capacity, and a balance as of Dec. 31, 2010 of $176 million.
That said, the unsecured line has characteristics similar to
secured indebtedness, given that the company is required to
maintain a pool of unencumbered assets as a borrowing base,
with a value >1.67x the total line balance outstanding plus all
other outstanding unsecured debt, based on a 6.75% cap rate.  The
borrowing base requirement is not common in other REIT unsecured
credit facilities; it serves as a stronger form of a covenant and
restricts management's ability to freely access its unencumbered
pool.

The company is geographically concentrated in three primary
markets, Southern California (48.9% of NOI), Northern California
(San Francisco Bay Area) (32.1%) and the Seattle metro area
(16.4%).  As such, the company is exposed to fluctuations in these
West Coast markets, which have lagged the broader multifamily
fundamental recovery.  Fitch rates California GO Bonds at 'A-';
Outlook Stable.  While ESS has outperformed a market-weighted PPR
index over the long term, Fitch notes the seismic risks of the
state.

The company maintains an active development pipeline representing
4.6% of total assets as of Dec. 31, 2010.  This ratio was as large
as 20.5% of total assets in 1Q'08.  That said, Fitch acknowledges
the de-risking of the company's strategy and balance sheet by the
reduction of its development exposure.  The company has also
recently acquired assets that require substantial lease-up, which
places near-term pressure on leverage.  The completion and lease-
up of these assets generates uncertainty regarding timing of
lease-up and returns on invested capital.

In order to minimize interest rate risk related to the long-term
funding of the company's development pipeline and upcoming debt
maturities, during 2006 and 2007 ESS entered into $355 million
of forward starting swap contracts to lock in interest rates.
However, due to the development pipeline being scaled back and
interest rates trending lower in the past few years, the swaps
proved to be ill-timed and were settled for a cash payment of
$81.3 million during 2010.  That charge increased the effective
interest rate on subsequent mortgage financing to 6.8%, and
will be reflected as non-cash amortization of financing costs
to interest expense over the 10-year life of the mortgages.
Therefore, there will be an approximate $8 million per year non-
cash amortization charge reflected in interest expense for the
next 10 years.  Recent mortgage financings have been as low as
sub 5%.

The two notch differential between ESS' IDR and its preferred
stock credit rating is consistent with Fitch's criteria for
corporate entities with a 'BBB' IDR.  Based on Fitch's criteria
report ('Equity Credit for Hybrids & Other Capital Securities'),
ESS' preferred stock is 75% equity-like and 25% debt-like since it
is perpetual and has no covenants but has a cumulative deferral
option in a going concern.  Net debt plus 25% of preferred stock
to recurring EBITDA was 8.4x as of Dec. 31, 2010, compared to 7.2x
as of Dec. 31, 2009.

These factors may have a positive impact on the ratings and/or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining below 7.0x
     (as of Dec. 31, 2010 leverage was 8.3x);

  -- Fixed charge coverage sustaining above 3.0x (as of Dec. 31,
     2010, coverage was 2.4x);

  -- Consistent access to the unsecured bond market;

  -- Increased size and geographic diversity of portfolio.

These factors may have a negative impact on the ratings and/or
Outlook:

  -- Leverage sustaining above 8.0x;

  -- Coverage sustaining below 2.0x;

  -- If operating fundamentals relapse similar to the environment
     of 2009, rather than improve as currently expected;

  -- A liquidity shortfall.

Essex Property Trust is a multifamily REIT that acquires,
develops, redevelops, and manages apartment communities in supply-
constrained markets.  The company went public in 1994 and
currently has ownership interests in 147 apartment communities,
and has an additional two properties in various stages of
development.


FIDDLER'S CREEK: Plan Confirmation Hearing Set for May 26
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fiddler's Creek LLC scheduled a May 26 hearing for
confirmation of its reorganization plan after the bankruptcy judge
in Fort Myers, Florida, signed an order March 23 approving the
explanatory disclosure statement.

Mr. Rochelle relates that Fiddler's Creek proposed the revised
plan after reaching agreement with the official creditors'
committee, an ad hoc group of homeowners, and two lenders, Regions
Bank NA and Fifth Third Bank.

The March 17, 2011 edition of the Troubled Company Reporter
reported on the filing of the Second Amended Joint Consolidated
Disclosure Statement for Plans of Reorganization of Fiddler's
Creek and its affiliates.  A copy of the black-lined version of
the Second Amended Joint Consolidated Disclosure Statement is
available at no charge at:

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

                       About Fiddler's Creek

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

Fiddler's Creek filed for Chapter 11 bankruptcy protection on
February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846).  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FNB UNITED: Fails to Comply With Nasdaq's Equity Standards
----------------------------------------------------------
FNB United Corp. received a written notice from The Nasdaq Stock
Market indicating that it is not in compliance with Rule 5550(b),
the continued listing standards for primary equity securities on
The Nasdaq Capital Market, because its stockholders' equity was
less than $2.5 million at Dec. 31, 2010, and it does not meet the
alternative standards of market value of listed securities or net
income from continuing operations.  Under the rules of The Nasdaq
Stock Market, FNB United has 45 calendar days, or until May 2,
2011, to submit a plan to regain compliance with the continued
listing standards.  If the plan is accepted, FNB United will be
granted an extension of up to 180 calendar days from the date of
the notice, or until Sept. 12, 2011, to regain compliance with the
continued listing standards.

If FNB United does not regain compliance with the continued
listing standards, its common stock will be subject to delisting.
FNB United intends to submit a plan to regain compliance by the
May 2, 2011 deadline but it can give no assurance that its plan
will be accepted or, if accepted, the plan will be successfully
implemented by Sept. 12, 2011.

The notice from Nasdaq has no effect at this time on the listing
of FNB United common stock on The Nasdaq Capital Market, where it
trades under the symbol "FNBN."

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company reported a net loss of $112.92 million on
$82.83 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $101.69 million on $103.17
million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.92 billion
in total assets, $1.93 billion in total liabilities, and a
$9.93 million shareholders' deficit.

                    Going Concern Doubt Raised

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.


FOUNTAIN SQUARE: Seeks Final Decree Closing Chapter 11 Case
-----------------------------------------------------------
Fountain Square II, Ltd., asks the U.S. Bankruptcy Court for the
Middle District of Florida to enter a final decree closing its
Chapter 11 case.

The Debtor reasoned that a Plan of Reorganization has been
confirmed by the Court and has been substantially consummated.
"All conditions precedent to entry of the final decree have been
met," the Debtor added.

Under the First Amended Plan of Reorganization filed by Tampas FS
II, LLC for the Debtor, the Debtor will be dissolved and cease to
exist after the effective date of the Plan.

                 About Fountain Square II, Ltd.

Tampa, Florida-based Fountain Square II, Ltd., is the owner of a
four-story, Class A office building complex of approximately
134,065 square feet located at 492 Independence Parkway, in Tampa
Florida.  The Debtor filed for Chapter 11 bankruptcy protection on
May 13, 2010 (Bankr. M.D. Fla. Case No. 10-11419).  Attorneys at
Stichter, Riedel, Blain & Prosser, P.A., represent the Debtor as
counsel.  In its schedules, the Debtor disclosed $14,250,970 in
assets and $23,962,176 in liabilities as of the petition date.


GEORGE PATTEN: Faces Theft, Forgery & Fraud Charges
---------------------------------------------------
Adam Crisp at the Chattanooga Times Free Press reports that
Hamilton County grand jury indicted George Zeboim Patten Jr. of
misappropriating funds of more than $650,000 that belonged to his
half sister, Terry Alice Patten, who suffers from dementia.

According to the report,  Mr. Patten now faces 14 counts of theft,
one count of fraud and three counts of forgery.  All the crimes
are felonies.  Hamilton County Jail records show sheriff's
deputies booked him on the charges but later released him.

Mr. Patten operates Golf Center Chattanooga, and the indictment
claims that some or all of the money diverted from his half
sister's accounts was used to prop up the business as well as his
own personal finances, the Times Free Press said.

George Zeboim Patten, Jr. filed for Chapter 11 bankruptcy (Bankr.
E.D. Tenn. Case No. 09-12637) on April 29, 2009 to reorganize his
personal and business finances.  He estimated both his debts and
assets between $1 million and $10 million.  W. Thomas Bible, Jr.,
Esq., in Chattanooga, Tennessee, represents the Debtor.  See
http://bankrupt.com/misc/tneb09-12637.pdf


GERALD L TROOIEN: District Court Rules on BP Group Suit
-------------------------------------------------------
BP GROUP, INC. Plaintiff, v. CAPITAL WINGS AIRLINES, INC., and
DAVID N. KLOEBER, JR., Defendants. and DAVID N. KLOEBER, JR.,
Cross-Claimant, v. GERALD L. TROOIEN, Cross-Defendant, Civil No.
09-2040 (D. Minn.), concerns a contract between BP Group and
Capital Wings Airlines for which defendant David N. Kloeber, Jr.
is a guarantor.  BP Group and Mr. Kloeber have cross-filed motions
for summary judgment, and BP Group has also moved to strike the
expert report proffered by Mr. Kloeber.  Because the contract was
clearly breached and because Mr. Kloeber's affirmative defenses
are unsupported by the record and applicable law, District Judge
John R. Tunheim granted summary judgment to BP Group, deny summary
judgment to Mr. Kloeber, and deny the motion to strike as moot.

BP Group is a Florida corporation named for its Chief Executive
Officer, Ben Price.  Mr. Kloeber and Jerry Trooien are Minnesota
businesspeople and occasional business partners who co-owned a
Minnesota charter flight company called JetChoice I, LLC.  Mr.
Trooien filed for Chapter 11 bankruptcy on Oct. 25, 2010, staying
any claims against him under 11 U.S.C. Sec. 362.

A copy of the Court's March 14, 2011 Memorandum Opinion and Order
is available at http://is.gd/v521jofrom Leagle.com.

Based in St. Paul, Minnesota, Gerald Trooien aka Jerry Trooien
filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case
No. 10-37695) on Oct. 25, 2010.  Judge Nancy C. Dreher presides
over the case.  Douglas W. Kassebaum, Esq., and James L. Baillie,
Esq., at Fredrikson & Byron, P.A., represent the Debtor.  The
Debtor estimated assets between $1 million and $10 million, and
debts between $100 million and $500 million.


GLOBAL DIVERSIFIED: Incurs $233,586 Net Loss in Jan. 31 Quarter
---------------------------------------------------------------
Global Diversified Industries, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $233,586 on $1.39 million of revenue
for the three months ended Jan. 31, 2011, compared with net income
of $399,521 on $78,027 of revenue for the same period a year ago.

The Company reported a net loss of $1.16 million on $5.58 million
of revenue for the nine months ended Jan. 31, 2011, compared with
net income of $1.01 million on $283,834 for the same period during
the prior year.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.

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

                       http://is.gd/E23qMv

                     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.


GREEN STREET: Jared Horton Acquires Daisy Baker's Restaurant
------------------------------------------------------------
Adam Sichko at The Business Review reports that a bankruptcy judge
approved the sale of Green Street Entertainment Corp.'s Daisy
Baker's restaurant in downtown Troy.

According to the report, new co-owner Jared Horton has already
hired an outside firm to handle lunch, and is in the midst of
changing the dinner menu and expanding the bar area.

Troy landlord Sandy Horowitz owns the building.

Mr. Sichko, citing court document, says Horton and co-owner Bruce
Fleshman, who owns an auto body shop in Albany, paid $25,000 for
the restaurant's assets.

Green Street Entertainment operates Daisy Baker's restaurant and
bar in Troy.  Green Street filed for bankruptcy protection (Bankr.
N.D.N.Y. Case No. 10-12760) on July 23, 2010, estimating less than
$1 million in assets and liabilities.  See
http://bankrupt.com/misc/nynb10-12760.pdf


GULFSTREAM INT'L: Reaches Accord With Lender SVSP Over Sale
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a lender that had challenged
Gulfstream International Group Inc.'s bankruptcy sale has struck a
deal with the Debtor and its unsecured creditors, allowing the
approximately $30 million deal to move forward.

According to DBR, the proposed settlement between the groups puts
$175,000 of Gulfstream's estate toward SAH-VUL Strategic Partners
I LLC, which agreed to lend Gulfstream $1.5 million just a few
weeks before it filed for Chapter 11 bankruptcy protection in
November.

DBR relates SVSP officials had raised concerns that the bankruptcy
auction wasn't competitive and later challenged the sale's
approval, delaying the final transaction.  But SVSP's own claim
faced uncertainty after unsecured creditors threatened to
challenge lenders that had secured claims against Gulfstream.

As reported by the Troubled Company Reporter on Jan. 25, 2011,
Bankruptcy Judge John K. Olson entered an order authorizing
Gulfstream to sell its business to an affiliate of Chicago-based
Victory Park Capital Advisors LLC.  Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that Victory Park is buying
Gulfstream in return for financing it provided the Chapter 11
case.  In addition, Victory Park is paying Raytheon Aircraft
Credit Co. $18.7 million to buy the 21 Beechcraft 1900 D aircraft
that Gulfstream operates.  Raytheon also will be paid arrears on
the aircraft leases.  Victory Park will pick up specified expenses
of the Chapter 11 case while setting aside a $600,000 fund to pay
professional fees.  Victory Park is also allowing the creation of
a $100,000 fund to finance lawsuits.  Mr. Rochelle noted that a
prior bankruptcy court order said there will be a "structured
dismissal" of the Chapter 11 case within 30 days of the completion
of the sale.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection on Nov. 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in assets
and $25,243,099 in liabilities in its Schedules of Assets and
Liabilities.


H&E EQUIPMENT: Moody's Gives Positive Outlook; Affirms 'B1' Rating
------------------------------------------------------------------
Moody's revised H&E Equipment Service, Inc.'s ratings outlook to
stable from positive and affirmed all existing ratings including
the B1 corporate family rating.

The outlook action was taken to better align the outlook with
underlying industry fundamentals as well as the company's credit
metrics and financial policies.  Although Moody's positive outlook
had anticipated a decline in the company's metrics during the
cyclical trough, metrics were weaker than had been anticipated.
Consequently, it is still acknowledged that 2011-2012 could very
likely see a meaningful improvement in the company's metrics but
the improvement is expected to more solidly position the company
in the B1 corporate family rating category rather than be
reflective of higher ratings.  In addition, the likelihood that
U.S. non-residential construction activity will not improve
meaningfully in 2011 from the 2009-2010 cyclical trough is one of
the primary factors considered in the stable outlook as well.

Ratings affirmed with updated Loss Given Default assessments:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- Existing $250 million 8.375% senior unsecured notes due 2016
     B3 LGD5, to 80% from 81%.

H&E's corporate family rating of B1 incorporates the impact on
credit metrics from the company operating in a highly cyclical
industry supported by a conservative financial policy and moderate
scale.  The company's financial policy supports the rating as the
company has adopted a conservative financial risk approach to a
cyclical business evidenced by the company's historically low
leverage for its B1 CFR.  This has enabled H&E to weather the
latest cyclical trough with a leverage metric that falls in line
with similarly rated entities.  Although EBITDA could improve if
industry conditions stabilize and gradually improve during the
2011-2012 period, similar to other companies in the equipment
rental industry, companies will likely be using improved cash from
operations to pay for growth related capital expenditures
resulting in negative free cash flow over the intermediate term.

H&E maintains a good liquidity profile and, in comparison to
other equipment rental companies, has displayed good financial
discipline.  The financial discipline and good liquidity are a
credit-positive.  The results of these policies is that the
company is expected to have sufficient financial resources to
meet demand when activity in the industry accelerates.  In
addition, the company does not have any meaningful principal
maturities of debt coming due until mid-2015 when the company's
$320 million senior secured credit facility matures.  The company
was able to successfully amend and extend the revolving credit
facility in mid-2010.

The stable outlook is based on the lack of any signs of a
meaningful improvement in industry conditions during the
intermediate term and Moody's view that H&E's credit metrics will
again be supportive of its B1 credit profile as industry
conditions gradually recover during 2011-2012.

Upward rating movement would depend on expectation that H&E could
achieve EBITA to total assets of 12% or higher with EBIT to
interest greater than 2.0 times.

Downward pressure on the ratings could occur if the company's
liquidity profile were to weaken, the company would be unable to
consistently generate positive free cash flow, debt/EBITDA were to
be sustained above 4.3x, or if the company were to put cash flow
from deferred capital spending toward shareholder rewards.

Moody's last rating action on H&E occurred on February 22, 2010,
when the B1 corporate family rating was affirmed and the outlook
changed to positive.

H&E is a multi-regional equipment rental company with over 60
locations throughout the West Coast, Intermountain, Southwest,
Gulf Coast, Mid-Atlantic, and Southeast regions of the United
States.  H&E has over 16,270 pieces of equipment having an
original acquisition cost of approximately $685.1 million at
December 31, 2010.  The company is a distributor for JLG, Gehl,
Genie Industries (Terex), Komatsu, Bobcat, and Manitowoc.


HAMTRAMCK, MI: Has Deal With Detroit Over Tax Revenue Dispute
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the city of Hamtramck says
it has reached a deal with neighboring Detroit to settle a dispute
over shared tax revenue from an auto plant, easing budget pressure
that had threatened to push the working-class Michigan city into
bankruptcy.

DBR relates that under the agreement, which officials from
Hamtramck signed Wednesday, Detroit will pay Hamtramck $3.2
million owed in tax revenue collected by Detroit from a General
Motors Co. factory that straddles the two cities, according to
Hamtramck City Manager Bill Cooper.

In return, Hamtramck will pay a nearly equivalent sum to Detroit
for water and sewage arrears. "The upshot is that we stay afloat
for 10 to 12 months," Cooper wrote in an email. "Hamtramck has
signed the agreement, and we expect Detroit to sign the agreement
within the next couple of days." Officials from Detroit were not
immediately available for comment Wednesday.


HERCULES OFFSHORE: Reports on Fleet Status as of March 22
---------------------------------------------------------
Hercules Offshore, Inc., on March 22, 2011, posted on its Web site
a report entitled "Hercules Offshore Fleet Status Report."  The
Fleet Status Report includes the Hercules Offshore Rig Fleet
Status (as of March 22, 2011), which contains information for each
of the Company's drilling rigs, including contract dayrate and
duration.  The Fleet Status Report also includes the Hercules
Offshore Liftboat Fleet Status Report, which contains information
by liftboat class for February 2011, including revenue per day and
operating days.  The Fleet Status Report is available for free at
http://is.gd/aW5Zr6

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.99 billion
in total assets, $1.14 billion in total liabilities and
$853.13 million in stockholders' equity.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HPT DEVELOPMENT: Heritage Bank Settlement to Cue Case Dismissal
---------------------------------------------------------------
The Bankruptcy Court has approved a settlement agreement between
HPT Development Corporation and Heritage Bank wherein the bank
would receive its collateral and $125,000 in cash; and the
bankruptcy case and a state court action against the non-debtor
guarantors and borrowers would both be dismissed.

Pre-bankruptcy, the bank made construction and business loans to
the Debtor and Tay Land Holdings, LLC.  The bank contends that as
of the bankruptcy petition date, the amount due under the
construction loan is $11.7 million and under the business loan is
$1.5 million.  The loans are secured by property of the Debtor.

The bank initiated the state court action CV2009-038303 against
the borrowers and guarantors alleging default under the loans.  A
summary judgment motion by the bank has been granted, but no
judgment has been entered.

Under the settlement, the bank agreed to a broad release of its
claims against the borrowers and guarantors.  The accord ends
protracted litigation among the parties.

At a hearing on Feb. 25, D. Lamar Hawkins, Esq., at Aiken Schenk
Hawkins & Ricciardi P.C., attorney for HPT Development, told the
Court once the settlement is approved, the Debtor will make
payments and file a motion to dismiss the bankruptcy case.

At the same hearing, the Court approved the accord.  The Court
also continued to March 30 the hearing on the Debtor's second
motion to extend the deadline to file a third amended or
supplement to its Disclosure Statement.  Heritage Bank had
objected.  The Court indicated that the hearing may be vacated
upon stipulated order.

As reported by the Troubled Company Reporter, the Bankruptcy Court
began hearings in July 2010 to consider the adequacy of the
Disclosure Statement.  The hearing, however, has been continued a
number of times due a dispute with Heritage Bank, on the valuation
of the Debtor's properties.  Heritage Bank sought a declaration
that the Debtor was a "single asset real estate," and that the
bank should be allowed to proceed with the pending trustee's sales
of the properties.  The Debtor opposed, asserting that the
property has equity as it is currently valued at $14.65 million,
well in excess of the bank's secured claims.  The Debtor has also
commenced an adversary proceeding against Heritage to enjoin the
bank from proceeding with a civil lawsuit.

Early in February month, the Debtor filed a plan supplement
containing a "liquidation analysis".  According to the liquidation
analysis, "[t]he Debtor asserts, but Heritage Bank disagrees, that
the amount of the secured claims is less than the value of the
assets."  The Debtor asserted that the assets have market value
totaling $14,868,000, compared to secured claims totaling
$13,302,000.

"If the Debtor is correct, the real property being turned over to
Heritage Bank, subject to the secured claim of Maricopa County,
frees up the remaining assets for the payment of administrative,
priority and general unsecured claims".

The Debtor opposes a liquidation of the assets under Chapter 7 as
the "full market value for the assets cannot be obtained."

Heritage Bank is represented by:

          Bryce A. Suzuki, Esq.
          BRYAN CAVE LLP
          One Renaissance Square
          Two North Central Ave., Suite 2200
          Phoenix, AZ 85004-4406
          Tel: 602-364-7285
          Fax: 602-716-8285
          E-mail: bryce.suzuki@bryancave.com

                 About HPT Development Corporation

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. D.
Ariz. Case No. 10-06294).  Aiken Schenk Hawkins & Ricciardi P.C.
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$14,693,278 in assets and $14,952,270 in liabilities.


HSN INC: S&P Upgrades Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Petersburg, Florida-based HSN Inc. to 'BB' from
'BB-'.  The rating outlook is stable.

S&P also raised each issue-level rating on the company's debt by
one notch in conjunction with the corporate credit rating change.
Recovery ratings on these debt issues remain unchanged.

"The corporate credit rating on HSNi reflects S&P's expectation
that operating performance will remain solid in 2011 as U.S.
economy continues its moderate expansion," said Standard & Poor's
credit analyst Andy Liu.  "Moreover, S&P expects that the company
will maintain its moderate financial policy."

For 2011, S&P expects revenue growth in the mid-single-digit area,
with slight margin deterioration.  In an expanding economy, S&P
believes that HSN and Cornerstone will be able to sustain sales
growth.  S&P anticipates that gross margins will continue to be
under some pressure from higher commodity prices, including oil.
S&P considers HSNi's business risk profile as fair because of its
No.  2 position in a highly competitive business.  S&P regards its
financial risk profile as significant because of the variability
in leverage that can result from revenue swings in the retailing
business.

HSN markets and sells consumer products on TV shopping programs
and, increasingly, over the Internet, which accounts for about
one-third of HSN segment sales.  S&P expects the proportion of
sales from the Internet to continue to increase.  Cornerstone
owns several catalog retail operators.  QVC Inc. is HSN's primary
competitor, and competition is intense.  QVC, the market leader,
is more than three times larger than HSN and its EBITDA margin is
more than double that of HSN.  Carriage by cable multiple system
operators and direct-to-home satellite TV providers, a fresh and
appealing product assortment, on-screen presence, and customer
service all drive competition between the two shopping networks.
QVC and HSN have had similar levels of U.S. signal carriage for
many years, but HSN's TV shopping market share is significantly
smaller.

In 2010, lease-adjusted total debt to EBITDA and lease-adjusted
EBITDA coverage of interest were good at 1.6x and 6.4x,
respectively.  These are meaningful improvements from 2.0x and
5.0x, respectively, in the prior year.  HSNi has a stated
intention to maintain total debt to EBITDA (not adjusting for
operating leases) between 2x and 3x.  This translates roughly
to a range of 2.5x to 3.5x after capitalizing operating leases.
With lease-adjusted debt leverage of 1.6x, the company is
currently well below its stated target.  Conversion of EBITDA
to discretionary cash flow in 2010 declined to 37%, from more
than 100% the year before, due to normalization of working
capital usage.  In 2009, HSNi reduced inventory to match weak
demand.  With demand stabilizing in 2010, HSNi has begun to
build some inventory to meet demand.  S&P expects the company
to report healthy discretionary cash flow in 2011.


HUGHES TELEMATICS: Agreement With Lifecomm Kept Confidential
------------------------------------------------------------
HUGHES Telematics, Inc., submitted an application under Rule 24b-2
requesting confidential treatment for information it excluded from
the Exhibits to a Form 10-Q filed on Aug. 9, 2010, as amended on
Feb. 16, 2011.  Based on representations by HUGHES Telematics,
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 Limited Liability Agreement of Lifecomm LLC
will not be released to the public until Aug. 16, 2020.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$108.82 million in total assets, $171.18 million in total
liabilities, and a $62.36 million total stockholders' deficit.

PricewaterhouseCoopers LLP noted that the Company has incurred
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about the Company's ability to
continue as a going concern.


IA GLOBAL: Reports $1.95-Mil. Profit in Fiscal Q3
-------------------------------------------------
IA Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.95 million on $3.78 million of revenue for the three months
ended Dec. 31, 2010, compared with net income of $9.29 million on
$0 of revenue for the same period during the prior year.  The
Company reported net income of $1.72 million on $6.58 million of
revenue for the nine months ended Dec. 31, 2010, compared with net
income of $943,266 on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Dec. 31, 2010 showed $21.51 million
in total assets, $19.14 million in total liabilities and $2.37
million in total stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/qucUBP

                          About IA Global

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

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


IMPLANT SCIENCES: Incurs $647,000 Net Loss in Fiscal Q1
-------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $647,000 on $1.00 million of revenue for the three
months ended Sept. 30, 2010, compared with a net loss of
$1.36 million on $1.82 million of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2010 showed $4.65 million
in total assets, $30.27 million in total liabilities, and a
$25.62 million total stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/SuzTxd

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.


IMPLANT SCIENCES: Incurs $9.39-Mil. Net Loss in Fiscal Q2
---------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $9.39 million on $3.15 million of revenue for the
three months ended Dec. 31, 2010, compared with a net loss of
$19.11 million on $603,000 of revenue for the same period a year
ago.  The Company also reported a net loss of $10.04 million on
$4.15 million of revenue for the six months ended Dec. 31, 2010,
compared with a net loss of $20.47 million on $2.42 million of
revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.99 million
in total assets, $40.80 million in total liabilities and $34.81
million in total stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/GFDfTt

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.


INOVA TECHNOLOGY: Incurs $797,530 Net Loss in Fiscal Q3
-------------------------------------------------------
Inova Technology Inc. filed its quarterly report on Form 10-Q
reporting a net loss of $797,530 on $4.39 million of revenue for
the three months ended Jan. 31, 2011, compared with net income of
$495,665 on $3.81 million of revenue for the same period during
the prior year.  The Company also reported net income of $999,882
on $17.07 million of revenue for the nine months ended Jan. 31,
2011, compared with a net loss of $3.70 million on $12.87 million
of revenue for the same period during the prior year.

The Company's balance sheet at Jan. 31, 2011, showed
$10.39 million in total assets, $16.32 million in total
liabilities, and a $5.93 million stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/l6kYXO

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, 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 Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INSIGHT HEALTH: Emerges From Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Churm Media reports that Insight Health Services Holdings Corp.
and its subsidiaries have emerged from Chapter 11 bankruptcy
protection.  Through the restructuring, the diagnostic imaging
services provider has cut almost $300 million of its long-term
debt.

According to the report, the Company also has landed a new
credit line of up to $17.5 million with New York-based Healthcare
Finance Group.  Insight plans to use the funds for ongoing
operations.  "This is an exciting day for Insight, as we emerge
from our restructuring with essentially no debt, the strongest
balance sheet in our business, and a great opportunity to get back
to growing our business," Churm Media quotes Kip Hallman,
president and CEO of the company, as saying.

                       About Insight Health

InSight Health Services Holdings Corp. provides diagnostic medical
imaging services through a network of fixed-site centers and
mobile facilities.  Its services-including magnetic resonance
imaging, positron emission tomography and computed tomography,
traditional computed tomography, mammography, bone densitometry,
ultrasound and x-ray-are noninvasive procedures that generate
representations of internal anatomy on film or digital media,
which are used by physicians for the diagnosis and assessment of
diseases and other medical conditions.  The Company operates in
more than 30 states and target specific regional markets.

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., sought Chapter 11 protection (Bankr. D.
Del. Case Nos. 07-10700 and 07-10701) on May 29, 2007, with a
prepackaged bankruptcy plan that was confirmed on July 10, 2007,
and declared effective on August 1, 2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court (Bankr. S.D.N.Y. Lead Case No. 10-16564) on
Dec. 10, 2010, with another prepackaged Chapter 11 plan of
reorganization   Sixteen affiliates also filed for Chapter 11
protection.

InSight is represented by Edward O. Sassower, Esq., James H.M.
Sprayregan, Esq., and Ryan Blaine Bennett, Esq., at Kirkland &
Ellis LLP.  Zolfo Cooper is the Debtors' financial advisor, and
BMC Group Inc. is the claims and noticing agent.

Chris L. Dickerson, Esq. -- chris.dickerson@skadden.com -- and
Matthew M. Murphy, Esq. -- matthew.murphy@skadden.com -- at
Skadden, Arps, Slate, Meagher & Flom LLP in Chicago, Ill.,
represent an ad hoc group of Noteholders in the Debtors' cases.
The Debtors' prepetition secured lenders are represented by C.
Edward Dobbs, Esq. -- edobbs@phrd.com -- at Parker, Hudson, Rainer
& Dobbs LLP in Atlanta, Ga.

As reported in the Troubled Company Reporter on February 1, 2011,
the United States Bankruptcy Court for the Southern District of
New York entered, on January 28, 2011, an order confirming the
Prepackaged Joint Chapter 11 Plan of Reorganization of Insight
Health Services Holdings Corp. and its affiliated debtors.

Under the plan, the Debtors' senior secured notes will be
converted into equity.


ISTAR FIN'L: Has Deal with JPM, RBS, Barclays for $2.95-Bil. Loans
------------------------------------------------------------------
iStar Financial Inc. entered into a $2.95 billion credit agreement
and related documents with J.P. Morgan Chase Bank, N.A., as
administrative agent, The Royal Bank of Scotland PLC and Barclays
Bank PLC, as syndication agents, Bank of America, N.A., as
documentation agent, and J.P. Morgan Securities LLC, Barclays
Capital and RBS Securities Inc., as joint lead arrangers and joint
bookrunners on March 16, 2011.

The credit agreement provides for two tranches of term loans:  a
$1.50 billion A-1 tranche due June 28, 2013 that bears annual
interest at LIBOR plus 3.75%, and a $1.45 billion A-2 tranche due
June 30, 2014 that bears annual interest at LIBOR plus 5.75%.
Both tranches are subject to a LIBOR floor of 1.25%.

Outstanding borrowings under the new financing will be
collateralized by a first lien on a fixed pool of approximately
$3.69 billion of assets.  Proceeds from principal repayments and
sales of collateral will be applied to amortize outstanding
borrowings, beginning with the A-1 tranche.

iStar must meet minimum cumulative amortization requirements on
the A-1 tranche as follows:  $200.0 million by Dec. 30, 2011,
$450.0 million by June 30, 2012, $750.0 million by Dec. 31, 2012
and $1.50 billion by June 28, 2013.  The A-2 tranche will begin
amortizing after the repayment in full of the A-1 tranche, with
minimum cumulative amortization payments of $150.0 million due six
months after payment in full of the A-1 tranche, and additional
payments of $150 million due by each six months anniversary
thereafter until maturity.

The new credit agreement contains covenants relating to the
collateral, including a covenant to maintain collateral coverage
of not less than 1.25x outstanding borrowings, and covenants
relating to the provision of information, restricted payments and
other customary matters; however, the facilities contain no
corporate level financial covenants such as minimum net worth,
fixed charge coverage or minimum unencumbered assets covenants.

The new credit agreement contains customary events of default,
including payment defaults, failure to perform covenants, defaults
under other recourse indebtedness above specified thresholds,
change of control, bankruptcy events and defaults under the
collateral agreement.  Some of the events of default are subject
to cure periods.

A full-text copy of the Credit Agreement is available at
http://is.gd/B8pGAufree of charge.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported net income of $80.21 million on
$575.25 million of total revenue for the twelve months ended
Dec. 31, 2010, compared with a net loss of $769.85 million on
$766.19 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.17 billion
in total assets, $7.48 billion in total liabilities and $1.69
billion in total equity.

                          *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.


JAMES RIVER: Commences Tender Offer for 9.375% Senior Notes
-----------------------------------------------------------
James River Coal Company has commenced a cash tender offer for its
outstanding 9.375% Senior Notes due 2012 and a related consent
solicitation to amend the indenture governing the Notes.  The
tender offer and the consent solicitation are being made on the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated March 22, 2011
and the related letter of transmittal and consent.  Holders who
validly tender and do not validly withdraw their Notes will be
deemed to have validly consented to the proposed amendments to the
indenture.

The tender offer will expire at 12:00 midnight, New York City
time, on April 18, 2011, unless extended or earlier terminated by
the Company in its sole discretion.  In order to be eligible to
receive the total consideration for tendered Notes, holders must
validly tender and not validly withdraw their Notes at or prior to
5:00 p.m., New York City time, on April 4, 2011, unless extended
or earlier terminated by James River in its sole discretion.

The tender offer and the consent solicitation are subject to the
satisfaction of certain conditions set forth in the Offer to
Purchase, including the conditions that (1) the Company will have
received, at or prior to the Consent Deadline, consents that have
been validly delivered and not validly revoked in respect of a
majority in aggregate principal amount of the outstanding Notes
not owned by the Company or its affiliates, (2)  the closing of
James River's recently announced agreement to acquire
International Resource Partners LP and its subsidiaries, and (3)
the receipt by the Company of proceeds from financings sufficient
to repurchase the Notes and effect the closing of the IRP
Transaction.  The Company expects to use a portion of the net
proceeds from certain financing transactions to pay for all of the
Notes it purchases in the tender offer and related expenses.

The total consideration to be paid for Notes that are validly
tendered and not validly withdrawn at or prior to the Consent
Deadline will be equal to $1,015 for each $1,000 in principal
amount of Notes, plus accrued and unpaid interest on such
principal amount of Notes to, but not including, the date of
payment for the Notes accepted for purchase.

The total consideration set forth above includes a consent payment
of $10 for each $1,000 in principal amount of the Notes to holders
who validly tender and do not validly withdraw their Notes and
provide their consents to the proposed amendments to the indenture
governing the Notes at or prior to the Consent Deadline.  Holders
of Notes validly tendered after the Consent Deadline but at or
prior to the Expiration Time will not receive a consent payment.
The tender offer consideration for each $1,000 principal amount of
the Notes validly tendered after the Consent Deadline and at or
prior to the Expiration Time and accepted for purchase will be
$1,005.  Notes validly tendered at or prior to the Consent
Deadline may be validly withdrawn and the related consents may be
validly revoked at any time at or prior to the Consent Deadline.
Tendered Notes and delivered consents may not be validly withdrawn
or validly revoked after the Consent Deadline.

The proposed amendments to the indenture governing the Notes would
eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained in the
indenture and the Notes.  Holders may not validly deliver consents
to the proposed amendments without validly tendering their Notes
in the tender offer, and holders may not validly revoke their
consents to the proposed amendments without validly withdrawing
their previously tendered Notes from the tender offer.

The Company has engaged Deutsche Bank Securities Inc. and UBS
Investment Bank as Dealer Managers and Solicitation Agents for the
tender offer and the consent solicitation.  Persons with questions
regarding the tender offer or the consent solicitation should
contact Deutsche Bank Securities Inc. collect at (212) 250-6429,
or UBS Investment Bank collect at (203) 719-4210 or toll free at
(888) 719-4210.  Requests for documents should be directed to D.F.
King & Co., Inc., the Information Agent for the tender offer and
the consent solicitation, at (212) 269-5550 (for banks and
brokers) or toll free at (800) 549-6697 (for noteholders).

                         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 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.

                          *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'Caa2' corporate family and
probability of default ratings from Moody's Investors Service.

In March 2011, Moody's Investors Service 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.  Moody's
believes the proposed transaction could significantly increase
James River's metallurgical coal production, diversify its
operations by adding two new mining complexes in Central
Appalachia, and provide greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"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."


JAMES RIVER: Registers Add'l $30 Million of Common Stock
--------------------------------------------------------
James River Coal Company filed a registration statement with the
U.S. Securities and Exchange Commission on Form S-3 to increase
the dollar amount of common stock registered under its initial
registration statement by $30,000,000, including shares of common
stock subject to the underwriters' 30-day option to purchase
additional shares of common stock.  This amount represents 20% of
the amount available for issuance under the Initial Registration
Statement.

The Company previously registered an aggregate amount of
$150,000,000 of common stock, preferred stock, debt securities,
warrants, units and guarantees of debt securities pursuant to its
Registration Statement on Form S-3, which registration was
declared effective on Sept. 23, 2010


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.


JB BOOKSELLERS: Proposes April 22 Auction for 4 Remaining Stores
----------------------------------------------------------------
JB Booksellers Inc. has asked the U.S. Bankruptcy Court for the
Eastern District of Kentucky to approve a bid process in
connection with the sale of the company's assets at its remaining
stores.

The Company has four remaining stores which are still profitable.
It plans to continue its operations at those stores while
marketing them, with a goal of selling the assets no later than
April 27, 2011.

JB Booksellers proposed to implement the bid process in two
phases.  The first phase would require the solicitation of bids
for all or substantially all of its assets at the remaining stores
in a single or multiple  transactions.  The second phase would
require a formal auction of the assets in case the company
receives at least two qualifying bids.

JB Booksellers proposes an April 19, 2011 deadline for the
submission of bids.  In case the company timely receives more than
one qualifying bid, it will conduct an auction no later than
April 22, 2011.

The winning bid and the second highest bid at the auction will be
subject to Bankruptcy Court's approval.  The Bankruptcy Court will
hold a hearing on April 27, 2011, to consider approval of the
winning bid.

JB Booksellers has the right to present any other bid including
the second highest bid to the Bankruptcy Court for approval in
case the winning bidder fails to consummate the sale of the
assets.

Not later than three business days after the approval of the
proposed bid process, JB Booksellers will serve a notice of the
auction and the hearing on the sale transaction.

In connection with the sale, JB Booksellers also sought the
Bankruptcy Court's approval to implement a process governing the
assumption and assignment or rejection of executory contracts and
unexpired leases.

Under the proposed process, JB Booksellers will serve a notice of
the assumption and assignment or rejection of contracts and leases
to counterparties a day after the bid deadline, and will pay the
amount that must be cured within two business days following the
sale closing.  Counterparties have until April 25, 2011, to file
their objections, if any.

                       About JB Booksellers

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.


JB BOOKSELLERS: Presents Consulting Agreement With Gordon Bros.
---------------------------------------------------------------
JB Booksellers Inc. has sought approval from the U.S. Bankruptcy
Court for the Eastern District of Kentucky to enter into a
consulting agreement with Gordon Brothers Retail Partners LLC.

The agreement was hammered out in connection with the sale of JB
Booksellers' assets at its store in Fredericksburg, Virginia.  The
company is planning to close down the store, which is reportedly
unprofitable, after completion of the sale.

Under the agreement, Gordon Brothers, a liquidation firm, will
serve as JB Booksellers' exclusive consultant in the conduct of
the sale.

As consultant, GBRP will provide supervisors to oversee the
conduct of the sale, provide oversight of accounting functions,
recommend bonus or incentive programs for store employees, provide
recommendations for loss prevention initiatives, among other
things.

JB Booksellers also sought approval from the Bankruptcy Court to
sell the assets "free and clear of any and all liens, claims or
encumbrances."  The company proposed that any liens, claims or
encumbrances asserted against the assets be transferred to the
sale proceeds.

In connection with the sale, JB Booksellers also proposed to
abandon properties at the Fredericksburg store, which are of
"inconsequential value" to its estate.

                       About JB Booksellers

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.


JB BOOKSELLERS: Attorneys Toss Out Plea to Close Town Centre
------------------------------------------------------------
Bill Freehling at The Free Lance-Star reports that attorneys for
Joseph-Beth Booksellers, LLC, withdrew a request to immediately
close its 26,000-square-foot store at the Village at Towne Centre.

According to the report, the attorneys received "formal and
informal objections" to that request.  They decided to include
the Spotsylvania store in an auction process with the other four
locations in Memphis, Cincinnati, Cleveland and Lexington,
Kentucky.

Mr. Freehling notes people interested in buying one or more of
the stores, or simply their assets, have until April 19, 2011, to
submit a bid.  If multiple bids come in, an auction would be held
no later than April 22, 2011, with court approval the following
week.

Joseph-Beth has indicated in court documents that it wishes to
remain a "going concern" moving forward, though it's possible the
stores could be sold to a liquidation company.

                       About JB Booksellers

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.


JAMES RIVER: Moody's Upgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service upgraded James River Coal Company's
Corporate Family Rating to B3 from Caa2, and the rating on the
existing $150 million senior notes due 2012 to B2 from Caa1.
Moody's also assigned a B2 rating to the proposed $250 million
senior unsecured notes due 2019.  The company intends to use the
net proceeds from this offering, and from the proposed offerings
of the new $125 million convertible notes and six million shares
of its common stock, to fund acquisition of International Resource
Partners for $475 million.  These rating actions conclude the
review that commenced after JRCC signed a definitive agreement to
acquire IRP.  The rating outlook is stable.

The ratings on the existing 9.375% senior notes due 2012 would be
withdrawn and the LGD point estimates for the remaining rated debt
could change if the company successfully completes the recently
announced tender offer for the existing senior notes.  Moody's
understands that JRCC expects a successful tender offer and is
anticipated to upsize all securities offerings currently
contemplated, including common equity, to account for the
additional funding need of roughly $150-155 million.

                        Ratings Rationale

The rating upgrades reflect post-acquisition potential for
significant increase in JRCC's metallurgical coal production,
increase in operational diversity within Central Appalachia, and
greater access to export markets.  On a pro forma basis, JRCC's
asset base would rise to 36 mines (including 23 underground,
13 surface, and 4 high wall miner mines) across 8 mining
complexes.  Moody's estimates production could immediately
increase by 2 million tons (from 8.8 million tons in 2010),
including over 1.2 million tons of high-vol metallurgical coal.
Moody's believes the metallurgical tons could create significant
margin opportunity over the intermediate term given Moody's
currently favorable view of the market.  The B3 CFR also reflects
JRCC's favorable and highly contracted position and prospects for
strong cash flow from operations (before capital spending) in
2011, increase in reserve position in metallurgical coal, and
expectations for robust cash balances and continued good operating
performance.  These aspects offset the CFR despite higher leverage
and increase in debt on a pro forma basis.

The CFR is principally constrained by a high cost position and
prospects for margin compression in thermal coal business as
existing contracts roll off over the next two years.  The ratings
also consider relatively high thermal coal inventories and
generally stagnant coal demand at the power utilities.  Even after
the IRP acquisition, Moody's expect JRCC to continue to operate
small thin-seam coal mines in Central Appalachia that are subject
to significant operating and geological risk.  Moody's believes
these risks, in addition to heightened regulatory scrutiny in the
region, are likely to result in continued cost increases over the
intermediate term.

The Speculative Grade Liquidity rating was changed to SGL-3
from SGL-2 primarily due to impending maturity of the existing
$65 million asset-based revolving credit facility in February
2012.  However, Moody's expect the liquidity position to remain
adequate over the next year as JRCC is expected to maintain
sizeable cash balance (over $175 million) and generate modestly
positive free cash flow in 2011.  The company has stated its
intention to put in place a new senior secured revolving credit
facility at the completion of the IRP transaction.

The stable fundamental rating outlook assumes that JRCC would
continue to generate reasonable cash margins, address upcoming
debt maturities, maintain good balance sheet cash, make progress
in gaining thermal coal commitments for 2012 and beyond that
adequately cover cash costs, and meet its production targets pro
forma for the acquisition.

Upward momentum is currently limited by high unit costs and
upcoming debt maturities.  However, Moody's could consider a
positive action if JRCC reduces unit costs, maintains a good
liquidity position, and enters into favorable and highly
contracted thermal coal positions for ensuing two years .
Positive ratings pressure could also develop overtime if JRCC
substantially meets and/or exceeds its mine development,
production and EBITDA targets, and if the outlook for met coal
continues to be favorable.  Conversely, Moody's could consider a
negative action if JRCC experiences margin compression, there is a
substantive deterioration in the company's liquidity position,
there are substantial production delays, or leverage is expected
to stay above 5.5x on a sustained basis.

This summarizes the rating actions:

Ratings upgraded:

  -- Corporate Family Rating to B3 from Caa2

  -- Probability of Default Rating to B3 from Caa2

  -- $150 million senior notes due 2012 to B2 (LGD 3; 36%) from
     Caa1 (LGD 3; 42%)*

Ratings assigned:

  -- Proposed $250 million senior notes due 2019 at B2 (LGD 3;
     36%)**

  * rating would be withdrawn if the tender offer is successful

  ** LGD point estimate could change if the tender offer is
     successful and convertible notes offering is upsized

Rating outlook is stable.

The ratings are subject to closing of the transaction and Moody's
review of final documentation.

The last rating action was on May 27, 2010, when the corporate
family rating of James River Coal Company was raised to Caa2 from
Caa3.

Headquartered in Richmond, Virginia, James River Coal Company is
engaged in the mining and marketing of steam and industrial coal.
The company currently operates six mining complexes in Central
Appalachia and the Illinois Basin.  Revenues were approximately
$701 million for 2010.


JNL FUNDING: Examiner Given Until May 31 to Perform Duties
----------------------------------------------------------
Christopher G. Ellis sought and obtained from the U.S. Bankruptcy
Court of the Eastern District of New York an extension of time to
commence through May 31, 2011, his expanded duties as examiner in
the Chapter case of JNL Funding Corp.

The Court expanded the powers of the Examiner on February 10,
2011, and the Examiner filed a response accepting the expanded
duties and powers on February 18, 2011.  The Examiner sought more
time to accomplish his expanded tasks based on recent
circumstances and the settlement term sheet filed by the parties
in the case on March 4, 2011.

Mr. Ellis was appointed as Examiner in September 2010.  The Court
directed him to investigate and report on primary issues on JNL's
prepetition activity.  The issues include alleged transfers,
diversions, and loans related to Joseph G. Forgione, JNL's
principal.  The Examiner issued a report of his findings on
November 15, 2010.

As previously reported by the Troubled Company Reporter, in a
February 10, 2011, decision and order, Judge Alan Trust
directed the Examiner to continue his investigation of the
transfers and transactions described or discussed in his Report
involving any of the "Owned Affiliates, Controlled Affiliates,
Related Affiliates, or Noteholders" related to Mr. Forgionel
determine if the JNL bankruptcy estate may benefit by the pursuit
of any claims or causes of action; and file suits if deemed
appropriate by the Examiner in the exercise of his independent
judgment, acting as a fiduciary on behalf of the JNL bankruptcy
estate.  The Examiner will have authority to settle any claims or
causes of action, with or without filing suit, if deemed
appropriate by the Examiner in the exercise of his independent
judgment, acting as a fiduciary on behalf of the JNL bankruptcy
estate.

                         About JNL Funding

JNL Funding Corp. is a specialized real estate finance company
which originates and invests in a diversified portfolio of first
mortgage assets in the residential real estate market.  JNL is a
"hard money" lender investing primarily in real estate related
first mortgages and construction loans, making loans secured by
first priority mortgages primarily on single family and multi-
family residential real properties.  JNL's loans typically are
made to real estate investors seeking to purchase and renovate
properties for investment purposes.  Most of JNL's loans are made
to repeat customers who have multiple loans from JNL at any given
time.  JNL's recent loans typically bear interest at the rate of
14% per annum, and JNL typically receives four (4.0) percentage
points for originating the loan.

JNL Funding filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 10-73724) on May 14, 2010.  Pryor & Mandelup,
LLP, assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $50 million to $100 million as
of the Chapter 11 filing.  JNL also disclosed that its combined
general unsecured debts total $19,509,090, for total debts of
$50,677,195.

On June 8, 2010, the United States Trustee appointed an Official
Committee of Unsecured Creditors.

The Court approved the Joint Administration of JNL's case and
Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on
October 27, 2010.  Mr. Forgione filed for bankruptcy on May 14,
2010.  On October 28, 2010, the U.S. Trustee appointed a creditors
committee in the jointly administered cases.

Counsel for the Committee is:

          Richard G. Gertler, Esq.
          THALER & GERTLER LLP
          90 Merrick Avenue, Suite 400
          East Meadow, NY 11554
          Telephone: 516-228-3553

Counsel for secured lender Textron Financial Corp.:

          Steven E. Fox, Esq.
          EPSTEIN BECKER & GREEN P.C.
          250 Park Avenue, 11th Flr
          New York, NY 10177-121
          Telephone: 212-351-3733
          Facsimile: 212-878-8688
          E-mail: SFox@ebglaw.com


JOHNSON BROADCASTING: Eisen Tapped as Counsel for Johnson Parties
-----------------------------------------------------------------
The Law Office of Mynde S. Eisen, P.C. and Mynde S. Eisen is
retained as substitute counsel for Diana Johnson, Aben M. Johnson,
individually and as Trustee for the A.M. Diana Johnson Family LLC,
Donald S. Johnson and Susan M. Rodman, Individually and as Trustee
for Merissa Rodman, Alex Rodman and Connor Rodman in the
bankruptcy cases of Johnson Broadcasting Inc.

The Johnson Parties sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas for the
counsel substitution.

The Johnson Parties' former counsel of record is Barbara M. Rogers
and Rogers & Anderson, PLLC.  The Rogers Firm is permitted to
withdraw as counsel of the parties.

The Eisen Firm's business address is:

           Mynde S. Eisen
           Law Office of Mynde S. Eisen, P.C.
           P.O. Box 630749
           Houston, TX 77263
           (713) 266-2955
           (713) 266-3008
           Email: wyndeeisen@sbcglobal.net

                   About Johnson Broadcasting

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held JBI and JB-Dallas filed separate petitions
for Chapter 11 relief on Oct. 13, 2008 (Bankr. S.D. Texas Case No.
08-36583 and 08-36585, respectively).  JBI sought Chapter 11
protection in October 2008 when the lessor of equipment sought to
foreclose.  The controlling shareholder, Douglas R. Johnson, also
filed in Chapter 11 (Bankr. S.D. Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, JBI disclosed total assets of
$7,759,501 and total debts of $14,232,988.


KE KAILANI: Taps Dubin Law to Represents in Bankruptcy Case
-----------------------------------------------------------
Ke Kailani Development LLC asks the U.S. Bankruptcy Court for the
District of Hawaii for permission to employ Dubin Law Offices to
handle all legal matters pertaining to the Debtor's Chapter 11
case.

The firm will apply for compensation and reimbursement of costs at
its standard rates.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                   About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 11-00019) on Jan. 5, 2011.  The Debtor listed
$43,573,092 in total assets, and $28,138,767 in total liabilities.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, with a $22 million claim.


KIEBLER RECREATION: Judge Rejects Peek'n Peak Plan Outline
----------------------------------------------------------
The Post-Journal, in Jamestown, New York, reports that Judge
Randolph Baxter of the U.S. Bankruptcy Court for the Northern
District of Ohio denied the resort's financial disclosure
statement, which outlines the Peek'n Peak Resort & Spa's finances.
The plan was filed by the resort's owner, Kiebler Recreation LLC,
of Chardon, Ohio, which bought Peek'n Peak in 2006.  The report
notes the resort will have another chance on Tuesday to get part
of its Chapter 11 plan approved by a bankruptcy judge.

The report, citing court documents, relates that Kiebler was
proposing a private equity firm, Drakkar Ventures LLC take over
ownership of the resort for five years in exchange for
$2.2 million.  During that five years, the resort would use its
operating revenue and proceeds from the sale of condominiums and
other real estate to pay off much of its debt.  Any debt not paid
off at the end of five years would be paid off with a loan.
Additionally, $500,000 of the $2.2 million from the private equity
firm would be used to remodel one wing of the resort and purchase
new flat-screen television sets and sleeper sofas for two other
wings, the report adds.

According to the report, dismissal of Kiebler's proposed
disclosure statement means resort officials must come up with an
acceptable plan by the March 29, 2011 hearing in order to have a
plan in place by April 13, 2011, when the Peak's ability to use
cash collateral to run the resort runs out.

                     About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection on May 26,
2010 (Bankr. N.D. Ohio Case No. 10-15099).  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No.
09-19087).


KOBRA PROPERTIES: Meritex Acquires Fishers Business Park
--------------------------------------------------------
Indianapolis Business Journal reports that Kobra Properties' North
by Northeast Business Park in Fishers, Indiana, has been sold to
an affiliate of Meritex Enterprises Inc.

According to the report, commercial real estate brokerage Cassidy
Turley negotiated the sale of the 306,408-square-foot business
park to Meritex NXNE LLC on behalf of Wells Fargo Bank.  Cassidy
Turley Principal Jeff Castell declined to divulge the purchase
price.

A Johnson County judge granted a request by Wells Fargo and
ordered that North by Northeast be sold at a sheriff sale in April
2010.

                      About Kobra Properties

Headquartered in Roseville, California, Kobra Properties and its
affiliates construct, own, and operate eighty-eight diverse
commercial properties located primarily in California's Central
Valley.  Some of the affiliates operate enterprises, including
franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's,
Qdoba), that are tenants of the debtors.

Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr.
E.D. Calif. Case No. 08-37271).  Leonard M. Shulman, Esq., at
Shulman Hodges & Bastian LLP, represents the Debtors.  Donald W.
Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, in Sacramento, represents the Chapter 11 Trustee.

The Debtors' schedules show liabilities of $418 million and
$665 million in assets, which the Chapter 11 trustee estimates
worth $375 million to $400 million.  The largest creditor is Wells
Fargo Bank, which claims $154 million in its own right and
$71 million as administrative agent and sole lead arranger of a
loan syndicate.


K-V PHARMACEUTICAL: Incurs $34.52MM Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $34.52 million on $3.31 million of net revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$54.04 million on $3.25 million of net revenues for the same
period a year ago.  The Company also reported a net loss of $69.12
million on $6.68 million of net revenues for the six months ended
Sept. 30, 2010, compared with a net loss of $108.99 million on
$9.55 million of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.

As reported in the Troubled Company Reporter on Jan. 3, 2011,
BDO USA, LLP, in Chicago, expressed substantial doubt about K-V
Pharmaceutical's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.

According to the Form 10-Q, the assessment of the Company's
ability to continue as a going concern was made by management
considering, among other factors:

   (i) the timing and number of approved products that will be
       reintroduced to the market and the related costs;

  (ii) the suspension of shipment of all products manufactured by
       the Company and the requirements under the consent decree
       with the FDA;

(iii) the possibility that the Company may need to obtain
       additional capital despite the senior loan the Company was
       able to obtain in March 2011;

  (iv) the potential outcome with respect to the governmental
       inquiries, litigation or other matters; and

   (v) the Company's ability to comply with debt covenants.

The Company's assessment was further affected by its fiscal year
2010 net loss of $283.6 million, its six month ended Sept. 30,
2010 net loss of $69.1 million and the outstanding balance of cash
and cash equivalents of $25.7 and $60.7 million as of Sept. 30,
2010 and March 31, 2010, respectively.  For periods subsequent to
Sept. 30, 2010, the Company expects losses to continue because the
Company is unable to generate any significant revenues from more
of its own manufactured products until the Company is able to
resume shipping more of its approved products and until after the
Company is able to start sales of MakenaTM which was approved by
the FDA in February 2011.

A full-text copy of the quarterly report on Form 10-Q is available
at http://is.gd/1GtcA7free of charge.

                  About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.


LACK'S STORES: Lacks Valley Acquires Store in Texas
---------------------------------------------------
Clint Engel at Furniture Today reports that Lacks Valley Stores
has acquired the former Lack's Stores' 35,000-square-foot store in
Alice, Texas.

According to the report, the announcement comes less than three
months after Lacks Valley, an expanding Top 100 company, announced
plans to buy Whalen's San Benito, Texas, store.  The two new
showrooms will bring its store count up to 12.

Since then, other furniture retailers have acquired some Lack's
leases, including Seffner, Fla.-based Rooms To Go, which picked up
locations in Corpus Christi and Midland, Texas; RoomStore of
Richmond, Va., which took two San Antonio stores; and Houston-
based Finger Furniture, which acquired a Lack's lease in Clute,
Texas, according to Furniture Today.

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor disclosed $182,023,008 in assets and
$136,813,103 in liabilities as of the Chapter 11 filing.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., is the financial advisor.


LEHMAN BROTHERS: June 28 Hearing on Revised Plan Outline
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to approve the disclosure statement
describing their proposed Chapter 11 plan of reorganization.

The Debtors filed a revised restructuring plan on January 25,
2011, which gives creditors better recoveries than their initial
plan filed in March last year.  Under the revised plan, creditors
that hold senior unsecured claims against LBHI would recover
21.4% of their claims, up from 17.4% in the initial plan.  LBHI's
general unsecured creditors would recover 19.8% of their claims,
up from 14.7%.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
says the disclosure statement contains sufficient information for
creditors to decide on whether to support the restructuring plan.

The disclosure statement contains an overview of the plan, a
discussion of the requirements for its confirmation and an
explanation of the Debtors' available assets and their estimated
value.  Also contained in the disclosure statement is a
liquidation analysis, information about the Debtors' post-
confirmation governance and management, among other things.

"The proposed disclosure statement is compliant with the
requirements of Section 1125 of the Bankruptcy Code and should be
approved," Mr. Miller says in court papers.

Judge James Peck will hold a hearing on June 28, 2011, to
consider approval of the disclosure statement.

In connection to this, the Debtors also seek court approval of a
notice of hearing and a process for filing objections to the
disclosure statement.

The proposed process requires the filing and service of
objections or responses by May 27, 2011.  Parties that must be
served with a copy of the objection or response include the
Bankruptcy Court, the Office of the U.S. Trustee for Region 2,
Weil Gotshal and Milbank Tweed Hadley & McCloy LLP, the Official
Committee of Unsecured Creditors' legal counsel.

If any objection or response is interposed to the approval of the
disclosure statement, the Debtors will file and serve a reply to
the objection no later than June 21, 2011.

Lehman Chief Executive Bryan Marsal said in a statement that the
proposed restructuring plan is the "best way of balancing
competing interests and minimizing the likelihood of years of
extremely costly, multi-jurisdictional litigation with uncertain
outcomes."

Under Lehman's proposed plan, creditors of its various units are
in line to see different recoveries.  However, support among
creditors is not unanimous.

A group of senior noteholders, including hedge-fund manager
Paulson & Co. and the California Public Employees' Retirement
System, have filed their own plan for Lehman that would provide a
better recovery to creditors of the original Lehman parent
company.  A second plan could emerge from another group of
investment banks and hedge funds, including Goldman Sachs Group
Inc., which confirmed recently that it is considering offering
its own proposal for Lehman, The Wall Street Journal reported.

A full-text copy of the Debtors' Jan. 25 Plan is available for
free at http://bankrupt.com/misc/lehmanjan25plan.pdf

                     Essex Equity Objects

Essex Equity Holdings USA LLC asks the Court to deny approval of
the disclosure statement saying it does not "adequately disclose
information" about the legal cases pending against Lehman
directors and officers.

Todd Duffy, Esq., at Anderson Kill & Olick P.C., in New York,
says both the disclosure statement and the restructuring plan
fails to disclose whether Essex's claim against Lehman Brothers
Inc., its former directors and officers would be affected
considering that the brokerage firm is not part of the proposed
plan.

"The plan and disclosure statement are so vague, ambiguous and
incomplete in addressing their effect, if any, on the claims of
Essex that it is virtually impossible to determine the scope and
potential bearing they would have in respect of Essex's legal
rights and interests," Mr. Duffy says in court papers.

Essex previously filed with the Court a proof of claim in the sum
of $1,198,776,791 for damages suffered as a result of the alleged
wrongful acts of LBI and its officers and directors.

Mr. Duffy also says it remains unclear if the plan and the
disclosure statement would allow Essex to recover its insurance
claims considering that the proceeds of the available directors
and officers insurance policies are not property of the Debtors'
estate.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Asks for OK for Plan Solicitation Procedures
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its units seek court approval to
implement a process for the solicitation of votes in connection
with their proposed restructuring plan.

The solicitation procedures establish June 15, 2011, as the
record date for creditors and equity interest holders to vote or
receive a notice of non-voting status.  The procedures also
establish the form of ballots, and the notice to non-voting
creditors and equity interest holders.

                    Parties Entitled to Vote

Creditors who have timely filed proofs of claim, have been
scheduled by the Debtors and are classified in the restructuring
plan may vote unless the claim has been disallowed or expunged as
of the record date, is subject to an objection, the outstanding
amount of the claim is not more than $0 as of the record date,
among other things.

Creditors who are not included in the Debtors' schedules and who
have not timely filed a proof of claim will not be entitled to
vote.  To the extent that the proposed plan provides no recovery
to certain classes of claims and equity interests, those classes
will be deemed to have rejected the plan.

The proposed deadline for filing and serving objections to claims
solely for purposes of determining which creditors are entitled
to vote is September 9, 2011.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
says the proposed deadline is not intended to be applicable or
relevant to any other potential objections to the allowance of
any claim or equity interest.

                 Temporary Allowance of Claims

For voting purposes, the Debtors propose that each claim within
the voting classes be temporarily allowed in an amount equal to
the amount of the claim as stated in the schedules or in the
proofs of claim filed, subject to certain exceptions.

If any creditor elects to challenge the disallowance or
classification of its claim for voting purposes, that creditor
has to file with the Court a motion for temporary allowance of
its claim.  The creditor's ballot will not be counted unless
temporarily allowed by an order entered on or before October 28,
2011, or as otherwise ordered by the Court.

Motions for temporary allowance must be filed and served on or
before the 14th day after service of the notice of hearing on the
plan's confirmation; and service of notice of an objection to a
claim but in no event later than September 23, 2011.
Meanwhile, all objections and responses to the motions must be
filed and served by September 30, 2011.

A creditor may file a reply to any objection or response to its
motion on or before October 7, 2011.

The Debtors and a creditor may reach a stipulation on the
treatment of specific claims for voting purposes only pursuant to
a notice of presentment that is filed and served in lieu of
filing other pleadings.

             Distribution of Solicitation Materials

Following approval of the disclosure statement, the Debtors will
assemble solicitation packages by no later than July 22, 2011,
and will transmit them by no later than July 29, 2011, to the
concerned parties.

The solicitation package will contain a copy of the disclosure
statement, a court order on the disclosure statement, notice of
plan confirmation hearing and other materials.

The notice of plan confirmation hearing will be published in the
national and global editions of the Wall Street Journal, the
Financial Times, the national edition of The New York Times, and
the Times of London once within 10 business days after approval
of the disclosure statement.  The Debtors may also publish the
notice in national newspapers in Germany, The Netherlands,
Switzerland, Luxembourg, United Kingdom, Hong Kong, Australia,
and Japan, not later than 60 days prior to the plan confirmation
hearing.

The Debtors also seek approval of the forms of ballot and a
process for the distribution of ballots to creditors.

The forms for the ballots are based on Official Form No. 14, but
have been modified to address the particular aspects of the
Debtors bankruptcy cases to include additional information that
may be relevant and appropriate for each class of claims entitled
to vote, according to Mr. Miller.

In order to be counted as a vote, the ballots must be properly
executed, completed and delivered to Epiq Bankruptcy Solutions
LLC by mail, courier or hand delivery so that it is actually
received no later than the October 14, 2011 voting deadline.

Epiq was retained by the Debtors to act as claims, solicitation
and balloting agent for the purpose of implementing the proposed
solicitation procedures.

Aside from the solicitation procedures, the Debtors also intend
to implement a process for tabulating the ballots, subject to
court approval.

The Debtors further ask the Court to hold a hearing on November
17, 2011, to consider confirmation of their proposed
restructuring plan, and to set an October 14, 2011 deadline for
creditors to file their objections to the confirmation.

The Court will consider approval of the solicitation and
balloting procedures at the hearing scheduled for June 28, 2011.
The deadline for filing objections is May 27, 2011.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Ironbridge Homeowners Want Documents Produced
--------------------------------------------------------------
A group of homeowners at Ironbridge Homes seeks a court order
compelling Lehman Brothers Holdings Inc. and its two affiliates
to produce copies of their insurance policies related to the
Colorado-based residential development.

The move came after LBHI, LB Rose Ranch LLC and PAMI Statler Arms
LLC allegedly refused to furnish the homeowners with the
documents.  The homeowners want to review the documents to
determine whether they can press insurance claims against the
Lehman units or pursue unsecured claims against their bankruptcy
estate.

The homeowners earlier lodged a lawsuit in a Colorado district
court against Ironbridge Homes LLC and several other defendants
after they discovered structural defects in their homes and in
the drainage systems.  The construction of a golf course within
the residential development allegedly contributed to the damages.

The Lehman units were among those involved in the design and
construction of the golf course.

"The [homeowners] have been steadfastly and wrongfully denied the
opportunity to review the policies to determine whether the scope
of available coverage, despite reasonable and repeated requests
for access to these non-privileged documents," says the group's
lawyer, Jeffrey Vanacore, Esq., at Perkins Coie LLP, in New York
-- jvanacore@perkinscoie.com.

In a related development, the homeowners have filed a separate
motion to lift the automatic stay so that they can implicate the
Lehman units in the Colorado lawsuit, and recover their insurance
claims.

The Court will hold a hearing on April 13, 2011, to consider
approval of the requests.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Sues to Avoid Transfers to Bullet Communications
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a complaint on behalf of its
brokerage firm to avoid as preferential transfers certain
payments made to Bullet Communications Inc.

The payments are on account of an antecedent debt owed to Bullet
Communications during the 90-day period prior to the filing of
LBHI's bankruptcy case and Lehman Brothers Inc.'s liquidation
proceeding.

The transfers were made at a time when the Lehman units were
insolvent, according to their lawyer, Mindy Spector, Esq., at
Weil Gotshal & Manges LLP, in New York.  She added that debts
owed by the Lehman units were also unsecured obligations at the
time of the transfers.

"Avoidable transfers thus enabled the defendant to receive more
in satisfaction of its claim against LBHI or [LBI] than it would
have received in a case under Chapter 7 of the Bankruptcy Code
had the payment not been made," Ms. Spector said in a March 14
complaint filed in the U.S. Bankruptcy Court for the Southern
District of New York.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Sues Citibank to Recover $1.3 Billion
------------------------------------------------------------------
James W. Giddens, as Trustee for the SIPA liquidation of Lehman
Brothers Inc., filed a complaint against Citibank, N.A.,
Citigroup, Inc., and their affiliates and subsidiaries to recover
more than $1.3 billion.

The LBI Trustee relates that after Lehman Brothers Holdings Inc's
filing in September 2008, Citibank conditioned continuation of
certain foreign exchange settlement services to LBI on LBI's
depositing $1 billion in an LBI account at Citibank.  Also during
the week of September 15, Citibank obtained a $700 million pledge
from Barclays Bank PLC as security for carrying on the same
foreign exchange settlement services.  On September 19, after
LBI's filing with the Securities Investor Protection Corporation
and after LBI requested the return of the $1 billon deposit,
Citibank advised LBI that it had set the deposit off against
"obligations owed to Citibank."  In addition, Citibank and its
various affiliates around the world froze more than $300 million
in additional LBI deposits.

According to the complaint, when LBI requested the return of the
$1 billion deposit, Citibank said it had set the deposit off
against other obligations the brokerage firm owed to the bank,
Reuters reported.

Citibank representatives, who allegedly knew LBI would not be
able to remain a viable business without access to foreign
exchange settlement services, reportedly attended meetings held
in September 2008 at the Federal Reserve Bank in New York and at
LBHI.

"LBI, at a time of increasing financial distress, found itself in
the coerced position of facing a demand for funds that it could
not refuse," the complaint said.

Citigroup, in a statement, said it demanded the deposit to cover
any losses it suffered in settling LBI's trades during the panic
caused by Lehman Brothers Holdings Inc.'s bankruptcy filing.

Citigroup called the trustee's claims "unjustified and without
merit" and said it will vigorously defend its right to recover
its losses, which amounted to more than $1 billion for helping
settle the Lehman trades, Reuters reported.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                 International Operations Collapse

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

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

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


LIONS GATE: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the Chapter 11 case of Lions Gate Ventures Inc.

The Debtor sought the dismissal of the case.

The Debtor's counsel, Terrell Proctor, Esq., in Downey,
California, said the Debtor is unable to effectuate a plan, the
continuation of this case would result in continuing loss to
or diminution of the estate, and there is an absence of a
reasonable likelihood of rehabilitation.

Corona, California-based Lions Gate Ventures, Inc., dba Lions Gate
Ventures, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-10409) on Jan. 5, 2011.  Terrell Proctor, Esq.,
who has an office in Woodland Hills, California, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


LIVING HOPE: Ch. 7 Trustee May Recoup Against DIP Lender
--------------------------------------------------------
Renee S. Williams, the trustee in the Chapter 7 bankruptcy case of
Living Hope Southwest Medical Services, LLC, filed a complaint and
two subsequent amended complaints against Pillar Capital Holdings,
LLC, and its president, Jack Goldenberg.  Pursuant to Section 549
of the U.S. Bankruptcy Code, the Trustee seeks to avoid certain
unauthorized post-petition transfers from Living Hope Southwest
Medical Services to the two defendants while the Debtor operated
as a debtor-in-possession under Chapter 11.

The Defendants responded with an answer and counterclaim that
Pillar extended post-petition loans to the Debtor to preserve the
estate and is thus entitled to an administrative expense for the
loans and also for payments to third parties to benefit the
Debtor.  The Defendants also counterclaimed for turnover of
certain equipment valued at $38,734.77, which Pillar contends it
purchased and provided to the Debtor as an accommodation.

Bankruptcy Judge James G. Mixon held that the Trustee may avoid
the unauthorized, post-petition transfers. Judgment is granted in
favor of the Trustee and against Pillar in the total amount of
$111,200.  Mr. Goldenberg is not liable for the Judgment except
where the provisions of Section 550 may apply to him as an
immediate or mediate transferee of the transfers.

The Court denied the request for prejudgment interest but granted
the Trustee her costs pursuant to Federal Rule of Bankruptcy
Procedure 7054 and 28 U.S.C. Sec. 1920.

The Defendants' counterclaim for turnover was dismissed, and their
counterclaim for administrative expense was dismissed without
prejudice to pursue their claim in accordance with proper
procedures set forth in the Federal Rules of Bankruptcy Procedure.

A copy of the Bankruptcy Court's March 14, 2011 Memorandum Opinion
is available at http://is.gd/sN1bHDfrom Leagle.com.

The case is RENEE S. WILLIAMS, TRUSTEE, Plaintiff, v. PILLAR
CAPITAL HOLDINGS, LLC and JACK GOLDENBERG, Defendants, Adv. Pro.
No. 4:09-ap-7026 (Bankr. W.D. Ark.).

                    About Living Hope Southwest

Living Hope Southwest Medical Services LLC in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006, which was converted to a Chapter 7 case on Aug. 15,
2008.  Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister,
P.A., served as Chapter 11 counsel.  In its petition, the Debtor
did not disclose its assets but indicated that debts were between
$1 million to $10 million.  Renee S. Williams was named trustee in
the Chapter 7 bankruptcy case.


LIVING HOPE: Accord Encompasses Alter Ego/Veil Piercing Claims
--------------------------------------------------------------
District Judge Jimm Larry Hendren reversed a bankruptcy court
ruling approving the settlement of adversary proceedings involving
other business entities owned by the members of Living Hope
Southwest Medical Services, LLC, and Kimbro and Alice Stephens.

The Chapter 7 trustee sought approval of the settlement.
Unsecured creditor Pinewood Enterprises LC objected, contending
that the deal was inadequate in view of the conduct of the
Stephenses, that it was not in the best interests of the
creditors, and that the Chapter 7 Trustee did not have standing to
assert alter ego/veil piercing claims and, thus, did not have
standing to settle them.  Pinewood's objections were overruled,
and the Settlement was approved.  Pinewood then moved for specific
findings of fact and conclusions of law relating to the Order
approving the Settlement.  Pinewood's motion was denied, and the
appeal followed.

According to Judge Hendren, the real problem with the Settlement,
and the Order approving it, is . . .  it encompassed alter
ego/veil piercing claims personal to the creditors which the
Chapter 7 Trustee had no standing to assert.  In the District
Court's view, this error is not harmless and requires reversal of
the Bankruptcy Court's Order approving the Settlement.
Accordingly, the District Court reversed the lower court's order
and remanded the matter for further proceedings consistent
with this opinion.

A copy of the District Court's March 9, 2011 Order is available at
http://is.gd/m7h6SHfrom Leagle.com.

                    About Living Hope Southwest

Living Hope Southwest Medical Services LLC in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006, which was converted to a Chapter 7 case on Aug. 15,
2008.  Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister,
P.A., served as Chapter 11 counsel.  In its petition, the Debtor
did not disclose its assets but indicated that debts were between
$1 million to $10 million.  Renee S. Williams was named trustee in
the Chapter 7 bankruptcy case.


LODGENET INTERACTIVE: Hikes Leverage Limit, Interest in Loans
-------------------------------------------------------------
LodgeNet Interactive Corporation has successfully completed the
previously announced amendment of its existing Credit Facility.
The amendment modifies certain terms of the Credit Facility,
including an increase in the permitted leverage under the
Facility, the creation of a specific preferred stock dividend
payment basket, and the potential to extend the term of the Credit
Facility beyond its current expiration in April, 2014.  In return
for the foregoing, the amendment reduces the commitments under the
Company's Revolving Credit Facility, increases the interest rate
and required amortization under the Facility and adjusts other
covenants.

"We are pleased to announce the successful completion of our
amendment process.  This is an important milestone as we move
forward with our leading hotel brands to upgrade their interactive
television systems to high definition, accelerating the rollout of
our next generation cloud connected Envision platform," said Scott
C. Petersen, Chairman and CEO.  "The hospitality industry is
entering a transformational period where the leading brands will
strive to bring all of the media and technology comforts of home
to the hotel guest room while also improving their bottom line
performance.  As the travel experience is redefined, there will be
many exciting opportunities for LodgeNet to partner with our major
customers to delight travelers and assist hotel management in
driving new revenue streams and reducing operating expenses."

"In the past two years we have steadily improved our balance
sheet, reducing debt by over 35 percent or $215 million," said
Senior Vice President and Chief Financial Officer Frank P.
Elsenbast.  "The amendment reflects a strong vote of confidence
from our lenders acknowledging the progress we have made in
strengthening our financial position.  Our interest rate will be
approximately 6.5% with the new agreement, after the expiration of
our existing interest rate hedges in June of this year.  We feel
the additional flexibility to invest in the growth of our business
and the reasonable capital cost make this amendment very
beneficial to both the equity and debt investors in our company."

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $11.68 million on $452.17
million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.15 million on $484.49 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $444.00
million in total assets, $498.35 million in total liabilities and
$54.35 million in total stockholders' deficiency.

                         *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOUISVILLE ORCHESTRA: Has Until May 31 to File Plan
---------------------------------------------------
Elizabeth Kramer at the Courier-Journal reports that Judge David
T. Stosberg granted a May 31, 2011 extension of Louisville
Orchestra's deadline to file a plan of reorganization.

According to the report, the judge's decision splits the
difference between the previous date of April 1 -- which the
Louisville Orchestra Musicians' Association asked the court to
uphold -- and July 31, the date the orchestra requested.  The
musicians' contract with the orchestra expires May 31.

The Courier-Journal relates that the orchestra's lawyer, Mark
Robinson, told the court that the administration has made
substantial progress in meeting its obligation to finish its
current season by obtaining $2.3 million in funds.  That's just
$120,000 short of meeting this season's budget, he said.  Robinson
also said the orchestra is in negotiations with the musicians
about a future contract.

The musicians, according to the Courier-Journal, objected to the
orchestra's request for delaying the reorganization date on the
grounds that the administration has had enough time to create the
plan, some of which was published on the orchestra's Web site last
year when it filed for Chapter 11 bankruptcy.

Timothy Schenk, an attorney representing the musicians, said that
as one of the creditors in the bankruptcy case, the musicians also
plan to submit a reorganization plan to the court.

Drew McManus, who consults with orchestras throughout the country,
said the May 31 deadline is better for the musicians than the
July 31 date, according to the report.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg presides over the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represent
the Debtor.  In its schedules, Louisville Orchestra disclosed it
had $412,000 in assets and $1.4 million in liabilities.


MARC KATZ: Files for Personal Bankruptcy
----------------------------------------
Statesman.com reports that Marc Katz, who closed his well-known
Katz's Deli at the start of the year, has filed for personal
bankruptcy.  Mr. Katz estimated assets between $50,000 and
$100,000, including a retirement fund, and liabilities between
$1 million and $10 million.

According to the report, the liabilities include $144,960 owed to
the IRS; $77,443 owed to the Texas Comptroller; and $1.5 million
owed to the landlord of Katz's former West Sixth Street deli.

Katz's Deli filed for bankruptcy last year and closed its doors on
Jan. 1, after 31 years in business.


MEDICAL ALARM: Joseph Noel Holds 15.8% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Joseph A. Noel disclosed that he holds 15.8% of the
common shares outstanding of Medical Alarm Concepts Holding, Inc.
As of March 14, 2011, there were 316,862,868 shares of common
stock outstanding.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at Dec. 31, 2010 showed $1.53 million
in total assets, $3.58 million in total liabilities and $2.05
million in total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MERCURY COS: Unit Sells Back Stake in All Counties Courier
----------------------------------------------------------
Bankruptcy Judge Michael E. Romero authorized Mercury Companies
Inc., and Financial Title Company to sell FTC's 100 shares of
stock in All Counties Courier Inc., back to ACC for $13,000.

FTC ceased operations and closed its offices in late July 2008.

ACC provides delivery service to businesses throughout southern
California.  The 100 shares represent FTC's ownership interest in
ACC and is subject to ACC's bylaws.

                    About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq. -- dgarfield@bhfs.com -- serve as the
Debtors' bankruptcy counsel.  Lars H. Fuller, Esq. --
lfuller@bakerlaw.com -- at Baker Hostetler, serves as the official
committee of unsecured creditors' counsel.

Mercury Companies disclosed $21,820,135 in assets and $63,553,229
in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended Nov. 24, 2010 and Dec. 10, 2010  on Dec. 13,
2010, after objections by the Texas Comptroller of Public Accounts
and the former employee creditors were withdrawn.

As reported in the Troubled Company Reporter on Aug. 12, under the
Plan, Mercury would set $25 million cash aside in a fund for
distribution to general unsecured creditors.  Mercury estimated
that at the conclusion of the claims resolution process the total
allowed general unsecured claims would be $35 million.  The
initial $25 million must be sufficient to pay unsecured creditors
approximately 70% of their claims (although it will not be paid
all at once because of the need to reserve for disputed claims).
Mercury's remaining activities would generate more cash so that
eventually creditors must receive greater distributions.


MERCURY COS: Lisa English Class Action Members Withdraw Claims
--------------------------------------------------------------
Judge Michael E. Romero granted a joint motion by Mercury
Companies, Inc. and the Lisa English Class Action Members for
approval of a stipulation resolving Mercury Cos.' objection to
Lisa English Class Action Proof of Claim Numbers 5566, 5567 and
5568 (Regarding Prepetition Interest).  Pursuant to the
Stipulation, the Lisa English Class Action Members' Proofs of
Claim Numbers 5566, 5567, and 5568 are withdrawn.  Mercury's's
Objection is withdrawn.

                    About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq. -- dgarfield@bhfs.com -- serve as the
Debtors' bankruptcy counsel.  Lars H. Fuller, Esq. --
lfuller@bakerlaw.com -- at Baker Hostetler, serves as the official
committee of unsecured creditors' counsel.

Mercury Companies disclosed $21,820,135 in assets and $63,553,229
in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended Nov. 24, 2010 and Dec. 10, 2010  on Dec. 13,
2010, after objections by the Texas Comptroller of Public Accounts
and the former employee creditors were withdrawn.

As reported in the Troubled Company Reporter on Aug. 12, under the
Plan, Mercury would set $25 million cash aside in a fund for
distribution to general unsecured creditors.  Mercury estimated
that at the conclusion of the claims resolution process the total
allowed general unsecured claims would be $35 million.  The
initial $25 million must be sufficient to pay unsecured creditors
approximately 70% of their claims (although it will not be paid
all at once because of the need to reserve for disputed claims).
Mercury's remaining activities would generate more cash so that
eventually creditors must receive greater distributions.


MISSION TOWERS: Bankruptcy Case Dismissed
-----------------------------------------
Bankruptcy Judge Robert E. Nugent for the District of Kansas
entered an order dismissing the Chapter 11 case of Mission Towers
Properties I, LLC on March 7, 2011.

The Court held that cause exists for dismissing the case as there
is virtually no assets remaining for administration.  The Debtor's
commercial office building in Johnson County, Kansas, known as the
Mission Towers, has been sold to its principal secured creditor,
Union Bank.  Upon closing of the transaction, virtually all
business activity of the Debtor ceased.

A conversion of the case under Chapter 7, Judge Nugent said, would
be inappropriate due to the administrative burdens of completion
of tax returns and other activity with no source of recovery for
payment of administrative fees.

The Court has approved the payment of administrative expenses to
the United States Trustee and Redmond & Nazar, L.L.P.

Outstanding administrative expenses due the United States Trustee
is estimated at $3,250 and outstanding fees and expenses due the
Debtor's counsel, Redmond & Nazar, is estimated at $2,903.

All prior orders of the Court entered in the case are preserved
and remain in full force and effect.

                      About Mission Towers

Leawood, Kansas-based Mission Towers Properties I, LLC, owns a
nine-story office building known as Mission Towers (the Property)
in Mission, Kansas.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Kan. Case No. 10-12286) on July 9, 2010.
Edward J. Nazar, Esq., at Redmond & Nazar, Esq., in Wichita,
Kansas, assists the Company in its restructuring effort.  The
Debtor scheduled $11,211,322 in assets and $16,085,073 in
liabilities as of the Petition Date.


MORGANS HOTEL: OTK Associates Discloses 14.85% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, OTK Associates, LLC, and its affiliates
disclosed that they beneficially own 4,500,000 shares of common
stock of Morgans Hotel Group Co. representing 14.85% of the shares
outstanding.  As of March 15, 2011, the Company had issued and
outstanding 30,311,503 shares of common stock, par value $0.01 per
share.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and $10.92
million noncontrolling interest.


MSR RESORT: Files Schedules of Assets & Liabilities
---------------------------------------------------
MSR Resort Golf Course LLC has filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $40,725,096
B. Personal Property                  $18,674,570
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $1,005,011,581
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $12,590
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $8,189,797
                                      -----------      -----------
      TOTAL                           $59,399,666   $1,013,213,968

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Has Until April 15 to Access Cash Collateral
--------------------------------------------------------
MSR Resort Golf Course LLC, et al, sought and obtained fourth
interim authorization from the Hon. Shelley C. Chapman of the U.S.
Bankruptcy Court for the Southern District of New York to continue
using cash collateral.

As of the Petition Date, the Debtors owe Bank of America, National
Association, as mortgage lender, and Midland Loan Services, Inc.,
as special servicer, for $1 billion in financing extended to the
Debtors.  The mortgage loan is secured by cross-collateralized and
cross-defaulted first priority mortgages on certain of the
Debtors' properties, including the resorts, and the products and
proceeds, including the cash generated by the resorts' operations.

In exchange for the continued use of cash collateral, the
prepetition secured parties will receive a perfected replacement
lien and security interest in and valid, binding, enforceable and
perfected liens on the rights of each of the mortgage borrowers --
MSR Resort Hotel, LP; MSR Resort Silver Properties, LP; MSR Grand
Wailea Resort, LP; MSR Biltmore Resort, LP; MSR Desert Resort, LP;
MSR Claremont Resort, LP; and MSR Resort Golf Course LLC -- in,
to, and under all present and after-acquired property and assets.
The prepetition secured parties will also be granted an allowed
superpriority administrative expense claim.

The Debtors will also pay (i) the Mortgage Lender the current cash
payment of interest on the prepetition secured obligations at the
non-default contract rate of interest; and (ii) any reasonable
outstanding and unpaid invoices from the Servicer's and Mortgage
Lender's respective professionals.  The Debtors will deliver to
the Servicer monthly and annual reports.

The Debtors will deliver to the Servicer a proposed cash budget
covering the subsequent 13-week period by no later than the first
calendar day of each month.

Use of cash collateral will terminate on, among other things:

   a. 11:59 p.m. (prevailing Eastern time) on the date that is 30
      days after the date of entry of the fourth interim court
      order, dated March 16, 2011, unless a final court order, in
      form and substance satisfactory to the Servicer in its sole
      discretion, is entered on or before that date;

   b. 11:59 p.m. (prevailing Eastern time) on Oct. 31, 2011,
      unless extended with the consent of the Servicer;

   c. the date on which Debtors fail to timely make payments
      required to be made by them pursuant to the terms of the
      fourth interim court order;

   d. the last date of the period covered by the most recently
      delivered budgets as to which the Servicer has not timely
      objected.

The Court has set a final hearing for April 13, 2011, at 1:30 p.m.
prevailing Eastern Time, on the Debtors' request to use cash
collateral.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Has OK to Hire Houlihan Lokey as Financial Advisor
--------------------------------------------------------------
MSR Resort Golf Course LLC, et al., sought and obtained
authorization from the Hon. Shelley C. Chapman of the U.S.
Bankruptcy Court for the Southern District of New York to employ
Houlihan Lokey Capital, Inc., as investment banker and financial
advisor, nunc pro tunc to the Petition Date.

Houlihan Lokey will, among other things:

     a. assist the Debtors in evaluating indications of interest
        and proposals regarding each transaction from current and
        potential lenders, equity investors, acquirers and
        strategic partners;

     b. assist the Debtors with the negotiation of each
        transaction, including participating in negotiations with
        creditors and other parties involved in each transaction;

     c. provide expert advice testimony regarding financial
        matters related to any transaction, if necessary; and

     d. attend meetings of the Debtors' Board of Directors,
        creditor groups, official constituencies and other
        interested parties, as the Debtor and Houlihan Lokey
        mutually agree.

Houlihan Lokey will be paid:

     a. an initial fee of $200,000 per month


     b. beginning upon the first monthly anniversary of Houlihan
        Lokey's engagement and every monthly anniversary
        thereafter during the term of Houlihan Lokey's engagement,
        an advance monthly fee of $150,000 per month;

     c. upon the completion of any restructuring transaction, a
        fee of $6 in cash;

     d. upon the completion of any sale transaction, a cash fee
        equal to: (i) in the case of a sale of three or more
        hotelproperties, the greater of the then applicable
        restructuring transaction fee and 0.35% of the aggregate
        gross consideration of the relevant transaction, and
        (ii) in the case of all other asset sales, the greater of
        $500,000 and 0.65% of the AGC provided that, if another
        broker is primarily responsible for the sale, then the fee
        will be equal to 0.35% of the AGC of the relevant
        transaction; and

     e. upon the closing of each financing transaction, a cash fee
        equal to: (i) 0.10% of the gross proceeds of any
        indebtedness raised or committed, provided however, that
        in the event the Debtors retains an underwriter, placement
        agent or manager in respect of any financing transaction,
        the Debtors will use its reasonable best efforts to
        include Houlihan Lokey as a co-manager or co-placement
        agent with respect to the financing transaction with an
        allocation of no less than 15% of the relevant offering,
        placement, syndication or underwriting and if Houlihan
        Lokey is so included, Houlihan Lokey will waive the 0.10%
        financing transaction Fee with respect to the financing
        transaction; and (ii) solely in the event Houlihan Lokey
        is requested by the Debtors to solicit or otherwise seek
        new equity from third parties, 3% of the gross proceeds of
        all equity or equity-linked securities placed or
        committed.  The fees will be in addition to any other fees
        that the Debtors may be required to pay to any investor or
        other purchaser of securities to secure its financing
        commitment or to any underwriter, broker, agent or other
        third party in connection with the sale, underwriting or
        other syndication of financing.

Saul E. Burian, Managing Director of Houlihan Lokey, assures the
Court that the firm is a "disinterested person" within the meaning
of section 101(14) of the Bankruptcy Code.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


NCO GROUP: Moody's Assigns 'B2' Rating on Proposed Amended Loan
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to NCO Group,
Inc.'s proposed amended and extended revolving credit facility.
Concurrently, Moody's affirmed all other ratings of NCO.  Moody's
will withdraw the rating on its existing credit facility following
the completion of the amendment.

NCO is proposing extending its senior secured revolving credit
facility expiring November 2011 to December 2012 and also reducing
the size to about $75 million from $100 million.  In addition,
both leverage and interest coverage covenants are proposed to be
reset commencing March 31, 2011 from (5.65x to 6.75x) and (1.85x
to 1.60x), respectively.

Moody's rating actions are summarized below.

Rating Assigned:

NCO Group, Inc.:

  -- $75 million senior secured revolver expiring 2012, B2 (LGD 2,
     26%)

Rating to be withdrawn at closing:

  -- $100 million senior secured revolver expiring 2011, B2 (LGD
     2, 27%)

Ratings affirmed/LGD assessments revised:

  -- Corporate Family Rating, Caa1

  -- Probability of Default Rating, Caa1

  -- $549 million senior secured term loan due 2013, B2 (LGD 2,
     26%) from (LGD 2, 27%)

  -- $165 million senior floating rate notes due 2013, Caa2 (LGD
     5, 73%) from (LGD 5, 74%)

  -- $200 million senior subordinated notes due 2014, Caa3 (LGD 6,
     91%) from (LGD 6, 92%)

  -- Speculative Grade Liquidity rating, SGL-4

The Caa1 CFR reflects limited business line diversity and Moody's
anticipation of declining revenues and profitability in NCO's ARM
and CRM business lines during 2011.  Moody's expects liquidation
rates of delinquent accounts receivables to remain depressed as
many consumers struggle with high unemployment and constrained
access to credit.  Moody's also expects profitability in the CRM
segment to be negatively affected by declining transaction volumes
from certain large customers in the telecommunications sector.
The ratings are supported by Moody's expectation that NCO will use
free cash flow to pay down debt over the next year.

The negative outlook reflects Moody's concern that operating
performance and liquidity will remain under pressure during 2011.

The ratings could be downgraded if profitability continues to
decline more than expected in 2011, liquidity materially erodes or
free cash flow generation turns negative.

The rating could be upgraded if the company demonstrates growing
revenues and improved profitability, while also achieving interest
coverage (EBITDA less capital expenditures to interest expense) of
greater than 1.7 times and free cash flow to debt of about 5%.

Based in Horsham, Pennsylvania, NCO Group, Inc., is a global
provider of business process outsourcing services, primarily
focused on accounts receivable management and customer
relationship management.  NCO is a portfolio company of One Equity
Partners.  The company reported revenue of about $1.6 billion for
the twelve months ended Sept. 30, 2010.


NEW JERSEY MOTORSPORTS: Organizational Meeting Change of Venue
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, has
changed the venue for the March 25, 2011, 11:00 a.m.
organizational meeting in the bankruptcy case of New Jersey
Motorsports Park, LLC, et al.  The meeting will now be held at
the Attorney Conference Room - Bankruptcy Clerk's Office, United
States Bankruptcy Court, U.S. Post Office & Courthouse, 2nd Floor,
401 Market Street, Camden, New Jersey.

As reported by the Troubled Company Reporter on March 18, 2011,
the meeting was to be held at the nited States Trustee's Hearing
Room, Bridge View, 800-840 Cooper Street, Suite 102, Camden, New
Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Millville, New Jersey-based New Jersey Motorsports Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case
No. 11-16752) on March 7, 2011.  Nella M. Bloom, Esq., at Cohen
Seglias Pallas Greenhall & Furman, PC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $100,001
to $500,000 and debts at $10 million to $50 million.

Affiliates New Jersey Motorsports Park Operating Company, LLC
(Bankr. D. N.J. Case No. 11-16772), New Jersey Motorsports Park
Development Association (Bankr. D. N.J. Case No. 11-16776), and
New Jersey Motorsports Park Urban Renewal, LLC (Bankr. D. N.J.
Case No. 11-16778) filed separate Chapter 11 petitions on
March 7, 2011.


NEW ORIENTAL: Receives Delisting Notice from NASDAQ
---------------------------------------------------
On March 11, 2011, New Oriental Energy & Chemical Corp. received a
notification letter from the NASDAQ Stock Market stating that the
Company had failed to pay certain fees in violation of NASDAQ
Listing Rule 5210(d) and that the Company would be subject to
delisting procedures if the outstanding fees were not paid in
full.  The notification letter indicated that the Company could
appeal the delisting determination no later than March 18, 2011.
The notification letter also indicated that the Company needed to
publicly disclose receipt of the notification letter within four
days.  The Company failed to timely disclose receipt and trading
of the Company's common stock on the NASDAQ Capital Market was
halted on March 18, 2011.

On March 22, 2011, the Company received another notification
letter from NASDAQ indicating that the Company had failed to
appeal the previous delisting determination and that the Company's
common stock would be suspended effective as of March 23, 2011.

Earlier on March 24, 2011, the Company paid the outstanding fees
to NASDAQ and requested that the delisting determination be
reconsidered.  The Company is awaiting a response from NASDAQ on
its request for reconsideration.

         Production Restart Anticipated Within Next Few Weeks

The Company has been engaged in an ongoing effort to obtain the
funds necessary to resume production.  The Company now believes it
will obtain the necessary funds to restart production within the
next few weeks.

Mr. Chen S. Qiang, President and CEO of the Company, explained
further.  "To date we have received approximately $1.5 million of
an anticipated $4.5 million government loan which, together with
other resources, will permit the restart our production of urea
and our other coal-based specialty chemicals. As we previously
commented, from that point forward we believe it will take up to
approximately one year to return to normal conditions. We remain
optimistic that our alternative energy products and solutions will
ultimately achieve their potential."

                      Annual Meeting Adjourned

The Company announced that the Annual Meeting of Stockholders
which was scheduled to be held on March 23, 2011, was adjourned to
permit additional time to achieve a quorum in order to conduct the
business scheduled at the meeting.  The Annual Meeting will be
reconvened at 9:00 a.m. EDT on Thursday, March 31, 2011, at the
offices of K&L Gates LLP, 599 Lexington Ave, in New York,
N.Y. 10022.

                         About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

The Company's balance sheet at Sept. 30, 2010, showed
$76.09 million in total assets, $74.32 million in total
liabilities, and stockholders' equity of $1.76 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NEW STREAM: Court to Consider Investors' Standing Motion on Apr. 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider, on a shortened notice, on April 1, 2011, the Latta
Family Trust, et al., US and Cayman investors' motion (i) granting
standing in these Chapter 11 cases and (ii) permitting expedited
discovery related to New Stream Secured Capital, Inc.'s Motion to
Approve Disclosure Statement and confirmation of the Joint Plan of
Reorganization, and the Investors' Motion to Appoint a Chapter 11
Trustee.

In their Standing Motion, the Investors insist that they standing
to be heard in these Chapter 11 cases and that now is the time for
the Court to grant standing to them.

The Investors also complain that the Debtors are a month away from
a confirmation hearing on the Plan, and yet the Investors have had
no discovery relevant to Plan confirmation, disclosure or issues
relating to the appointment of a Chapter 11 Trustee.

Objections to the Standing Motion are due no later than March 31,
2011.

                      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 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: Proposes Combined Hearing on Plan & DS for April 25
---------------------------------------------------------------
New Stream Secured Capital, Inc. asks Judge Mary F. Walrath of the
U.S. Bankruptcy Court for the District of Delaware to sign a
revised proposed order scheduling a combined hearing on adequacy
of the Disclosure Statement, solicitation procedures, and
confirmation of Joint Plan of Reorganization.

The Debtors propose to hold the Combined Hearing on April 25, 2011
at 3:00 p.m. in Wilmington, Delaware.

The proposed deadline to file any objections to the approval of
the Disclosure Statement, the Solicitation Procedures or
confirmation of the Plan is no later than 4:00 p.m. on April 21,
2011.

The Debtors propose to file their brief in support of confirmation
of the Plan, and their reply to any objections no later than April
23, 2011 [two days before the combined hearing].

Any holder of a claim against the Debtors who is required, but
fails, to file a proof of claim on or before 5:00 p.m. on May 20,
2011 will not be permitted to vote to accept or reject any Chapter
11 plan or participate in any distribution in these Chapter 11
cases on account of such claim or to receive further notices
regarding the claim.

Similarly, any governmental unit who is required, but fails, to
file a proof of claim on or before September 12, 2011 will not be
permitted to vote to accept or reject any Chapter 11 plan or
participate in any distribution in these Chapter 11 cases on
account of such claim or to receive further notices regarding the
claim.

Counsel to the Debtors, J. Cory Falgowski, Esq., at Reed Smith
LLP, in Wilmington, Delaware, certified that the revised proposed
order has been reviewed and approved by the U.S. Trustee for
Region 3.

                         The Chapter 11 Plan

As reported in the TCr on March 16, 2011, before seeking
bankruptcy protection, New Stream negotiated a plan of
reorganization with creditors.  The prepackaged plan was
"overwhelmingly approved" by investors.

In order to meet the timeline in a Plan Support Agreement and the
post-petition financing, the hearing to consider confirmation must
take place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is approximately $688,412,974.
This debt is divided into two tranches.  The secured claims of the
NSSC Bermuda Lenders, in the approximate amount of $369,066,322,
have first priority over the secured claims of the Cayman Fund and
US Fund, which are parri passu; the claims of the Cayman Fund and
US Fund aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund in the approximate amount of $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 (which is described more fully in 104,
infra) has voted to accept the Plan, the sale will take place
pursuant to the Consensual Process and the Debtors do not
presently intend to seek approval of the Insurance Portfolio Sale
pursuant to Section 363 of the Bankruptcy Code prior to seeking
confirmation of the Plan.

The Plan treats creditors as follows:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases provided for in section 12.5
       of the Plan, will be entitled to receive a cash payment
       from the Global Settlement Fund upon the Plan's Effective
       Date.  Under the Global Settlement, the Purchaser and
       Creditors in Classes 1 and 2, in exchange for the "yes"
       vote and the third-party releases, have agreed to provide
       funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g) this Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

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

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

                      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 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: Has $4 Million Interim Loan Approval
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New Stream Capital LLC received bankruptcy court
approval on March 22 for $4 million in secured funding for the
Chapter 11 case.  At a final financing hearing on April 1,
borrowing authority would increase to $56.8 million.  The funding
is for paying premiums on the portfolio of life insurance
policies.  The lender is an affiliate of McKinsey & Co., which is
under contract to buy the portfolio for $127.5 million.  Before
bankruptcy, the lender advanced $41.8 million on a secured basis
for the payment of policy premiums.

As reported in the March 16, 2011 edition of the Troubled Company
Reporter, the DIP Lenders have committed to provide up to
$56,824,935, with up to $8 million, made available upon entry of
an interim court order.  Upon entry of the Final Order the DIP
Facility will consist of $15 million of new financing and a
roll-up of $41,824,935 of the prepetition senior loan obligations.
The termination date for the facility is May 16, 2011.

A copy of the DIP financing agreement is available for free at:

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

Kurt F. Gwynne, Esq., at Reed Smith LLP, explains that the Debtors
need the money to fund their Chapter 11 case, pay suppliers and
other parties.

The DIP facility will incur interest at LIBOR, plus 5.50% with a
LIBOR floor of 3.50%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The Debtors are required to pay a host of fees, including: (i)
initial fee -- 2.50% of the Additional Commitment, payable to the
Administrative Agent for the account of each DIP Lender; (ii)
unused commitment fee -- 0.25% per annum on the unused portion of
the DIP Credit Facility at times as outstanding loans thereunder
are less than the amount of the total commitment; and (iii) agent
fee -- $50,000 per month until the occurrence of the DIP
expiration date.

The Debtors will grant senior, first-priority, fully-perfected
liens to the Collateral Agent, for the benefit of the DIP Lenders,
upon all of the collateral, which DIP Liens will prime all NSI
prepetition liens and any other liens on the collateral, other
than the MIO prepetition liens, as to which the DIP Liens will be
pari passu.  The Debtors will also grant superpriority claims to
the Collateral Agent, for the benefit of the DIP Lenders, and to
the DIP Lenders, with priority over all administrative expenses.

                     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 VIEW: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Steve Green at the Las Vegas Sun notes that New View Flooring LLC
filed for Chapter 7 liquidation in the U.S. Bankruptcy Court
for Nevada.  The petition signed by Managing Member Abdel Fetah
Elmountassir estimated liabilities of nearly $50,000 against
assets of less than $1,000.


NO FEAR: U.S. Trustee Forms Three-Member Creditors Committee
------------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors of No Fear Retail Stores Inc.

The members of the Committee are:

  a) Reno Retail Company LLC
     2222 Arlington Avenue
     Birmingham, AL 35205
     Attention: Jeffrey M. Pomery
     Tel: 205-795-4142
     Fax: 205-795-4162
     Email: jpomery@bayerproperties.com

  b) La Jolla Group
     14359 Myford Road
     Irvine, CA 92606
     Attention: Bill Bussiere
     Tel: 949-428-3013
     Fax: 949-334-1342
     Email: bill.bussiere@lajollagroup.com

  c) SRH Production Inc.
     2826 La Mirada Dr., Suite B
     Vista, CA 92081
     Attention: Ryan White
     Tel: 619-804-3477
     Fax: 760-599-4595
     Email: Ryan@srh.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens. It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NORTHERN 120: Court Orders Ballot Report to be Filed April 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona ordered that
a ballot report on votes to accept or reject Northern 120, LLC's
Second Amended Plan of Reorganization be filed on April 5, 2011.

The bankruptcy court held an oral argument on the Debtors'
motion to strike the ballot and set aside the election of ML
Manager, LLC.

In January 2011, ML Manager filed a ballot rejecting the debtors'
Plan, on behalf of $14,911,043 in claims against the Debtor it
purports to represent.  In December 2010, ML Manager filed a
notice of Section 1111(b) of the Bankruptcy Code election by which
it sought to treat the whole of these claims as fully secured.

Throughout the course of extensive briefing and argument related
to the nature and scope of ML Manager's authority to act on behalf
of those investors who transferred their interest in the loan to
made to the Debtor into a Loan LLC, ML Manager has maintained
that, by virtue of the operating agreement governing that Loan
LLC, the Opt-In Investors would be polled to determine whether ML
Manager would take either of these actions.

The Debtors have become aware of the possibility that ML Manager
did not in fact poll any of the Opt-In Investors prior to casting
a ballot on their behalf or making the Section 1111(b) Election.

The Court ordered that a proposed ballot be provided to Mark W.
Roth, Esq., at Polsinelli Shughart P.C., in Phoenix, Arizona, by
March 8, 2011 and ballots be mailed out by March 11, 2011.  The
deadline to file ballot is March 29, 2011 and a report to Mr. Roth
by March 31, 2011.  A Ballot Report should be filed by April 5,
2011.

             April 19 Plan Confirmation Hearing

As reported in the March 22, 2011 edition of the Troubled Company
Reporter, the U.S. Bankruptcy Court for the District of Arizona
has continued to April 19, 2011, at 10:00 a.m., the hearing to
consider the confirmation of Northern 120, LLC's Second Amended
Plan of Reorganization dated Aug. 31, 2010.

According to the amended Disclosure Statement, assuming some
creditors elect a Cash Option, the Reorganized Debtor will retain
and develop a portion of the Northern Real Property in a manner
best-suited to the current financial climate.  Additionally, with
respect to those creditors that elect a Retention Option, the
Reorganized Debtor will hold an exclusive option that will allow
the purchase of a portion of the Northern Real Property at any
time prior to the fifth anniversary of the Effective Date.

The sums to be infused into the Reorganized Debtor pursuant to the
Plan will come from SAK through a loan from Huntington Financial,
LLC as set forth in a commitment letter dated June 18, 2010.  The
funding will be made by SAK for the benefit of Interest Holders.
The Debtor will use the funds to pay all administrative claims,
and to, as appropriate, pay the Allowed Secured claims of Secured
Creditors, fund a reserve account to pay for operating and other
needs, and otherwise fund the Debtor as the market returns.  The
infusion will also be used to pay any remaining priority claims
and to set aside $200,000 for the payment of the Allowed Unsecured
Claims of all Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 22, 2010,
the prior iteration of the Plan proposes to give secured creditors
the opportunity to be paid in full on their allowed secured claims
immediately, or to remain as investors under new notes, and with
an opportunity to share in the potential upside of the
development.  In addition, the Plan will result in the unsecured
creditors receiving a substantial payout.  General unsecured
claims will share pro rata from the sum of $200,000.  The interest
holders will arrange for the infusion of the $200,000 into the
reserve account for the payment of this class.

The Plan will be implemented by the retention of its existing
management.  This implementation will also include the management
and disbursement of the funds infused by the interest holders.
The interest holders, through a payment from their funding source
made for their benefit, will place $200,000 in escrow in the trust
account of the Debtor's bankruptcy counsel within 15 days prior
to the final hearing on confirmation of the Debtor's Plan.  These
funds will become a part of the estate and fund the obligations,
including the Reserve Account, at confirmation.  These funds will
only be available to, and become a part of, the estate as of
confirmation.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/NORTHERN120_2ndAmendedDS.pdf

                     About Northern 120

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on Nov. 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., and Wesley D. Ray, Esq., at
Polsinelli Shughart P.C., in Phoenix, Ariz., represents the Debtor
in its restructuring efforts.  The Debtor estimated $10 million to
$50 million in assets and debts in its Chapter 11 petition.


NOVASTAR FINANCIAL: Cancels Junior Notes, Issues $85MM Sr. Notes
----------------------------------------------------------------
NovaStar Financial, Inc., has completed a series of transactions
that resulted in:

    * the cancellation of all the junior subordinated notes of
      NovaStar Mortgage, Inc., a wholly-owned subsidiary of the
      Company, issued to NovaStar Capital Trust I/B and NovaStar
      Capital Trust II/B, having an aggregate principal amount of
      $80,545,000;

    * the issuance of $85,937,500 total aggregate principal amount
      of unsecured senior notes of the Company to the holders of
      the trust preferred securities; and

    * the dissolution of the Trusts.

The Transaction provides the Company a 1% rate of interest on its
debt obligations for the next five years.  Under the Junior Notes,
the rate of interest on the debt had the potential to
significantly increase this year.  Moreover, the Company views the
Transaction as an important piece in its efforts to recapitalize
the Company in conjunction with its proposed Series C Preferred
Stock exchange offer.

"By completing this transaction, we have limited our exposure to
an increase in interest rates during the next five years giving us
more cash to support the expansion of our operating businesses,"
said Lance Anderson, the Company's Chief Executive Officer.  "This
is an important improvement in the Company's rebuilding efforts."

The Junior Notes, whose payment was guaranteed by the Company,
were scheduled to mature in 2035 and carried a 1% rate of interest
until the earlier of (a) Jan. 1, 2019 or (b) certain financial
triggers were satisfied, upon which the Junior Notes would accrue
interest at the rate of LIBOR plus 3.5%.  Based on estimates, the
Company forecasted that it would have met the financial triggers
during 2011.  The Senior Notes, which are a direct obligation of
the Company, will mature on March 30, 2033 and accrue interest at
a rate of 1% until the earlier of (a) Jan. 1, 2016 or (b) until
the Company or its subsidiaries complete certain equity offerings,
upon which the interest rate increases to LIBOR plus 3.5%.

The terms of the Senior Notes restrict the Company's ability to
incur debt or permit a lien on its assets, declare or pay
dividends, redeem equity or debt securities that rank pari passu
or junior to the Senior Notes, and make certain other payments or
distributions.  At such time that the Senior Notes accrue interest
at LIBOR plus 3.5%, and the Company satisfies certain financial
covenants, the Negative Covenants do not apply.

                          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.


NOVASTAR FINANCIAL: Reports $985.65 Million Net Income in 2010
--------------------------------------------------------------
Novastar Financial, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $985.65 million on $97.52 million of total income and
revenues for the year ended Dec. 31, 2010, compared with a net
loss of $183.15 million on $184.06 million of total income and
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $37.86 million
in total assets, $144.40 million in total liabilities and $106.54
million in total shareholders' deficit.

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

                          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.


ORLEANS HOMEBUILDERS: Court Says Allsteel Violated Automatic Stay
-----------------------------------------------------------------
Judge Peter J. Walsh granted Orleans Homebuilders Inc.'s Motion
for Order (A) Enforcing the Automatic Stay, (B) Awarding Actual
Damages, Costs, Attorney's Fees, and Punitive Damages and (C)
Holding Allsteel Supply, Inc. in Civil Contempt, subject to a
further hearing to give Allsteel an opportunity to challenge the
amount of attorneys' fees related to the Motion and to Allsteel's
conduct.  Judge Walsh will also defer until that hearing whether
there will be an assessment of punitive damages.

Allsteel supplied steel to Orleans prior to the Petition Date.
Orleans would send design plans for its houses to Allsteel, and
Allsteel would fabricate and deliver "lots of steel" to each
building lot.  According to the Debtor, between March 18 and April
22, 2010, Allsteel removed steel (beams, columns, plates, bolts)
that had been delivered to Orleans prior to the Petition Date from
various of Orleans' building sites.  Upon learning of the
removals, Orleans' employees contacted Allsteel several times
order to amicably resolve their dispute to avoid the costs
incident to litigation.  Allsteel was unresponsive.

On or about April 23, 2010, Allsteel was caught attempting to
remove additional steel from one of Orleans' building sites.
Allsteel was confronted by Orleans' employees and returned the
steel.  However, within a week Allsteel returned to the building
site and successfully removed additional steel without being
caught.

Orleans estimates that the total loss from Allsteel's removal of
building materials was $24,249.  Orleans has replaced the removed
materials with steel from a new vendor as needed.

"I conclude that Allsteel willfully violated the automatic stay
when it seized steel from Orleans' building sites.  This violation
was willful because Allsteel had notice of the automatic stay,
continued taking the steel after receiving notice, and even told
Orleans that it intended to continue seizing steel.  Accordingly,
Orleans may recover actual damages, including attorneys' fees and
costs, and it may be eligible for punitive damages.  I will defer,
however, any conclusion concerning the amount of attorneys' fees
or the appropriateness of punitive damages until Allsteel has had
an opportunity to examine Orleans' attorneys' time records," Judge
Walsh said.

Attorneys for the Debtors are:

          Rafael Zahralddin-Aravena, Esq.
          Shelley A. Kinsella, Esq.
          Andrew G. Mirisis, Esq.
          ELLIOTT GREENLEAF
          Wilmington, DE

               - and -

          Joel H. Levitin, Esq.
          Michael R. Carney, Esq.
          Maya Peleg, Esq.
          CAHILL GORDON & REINDEL LLP
          New York, NY

Counsel to Allsteel Supply, Inc., is:

          John D. McLaughlin, Jr., Esq.
          CIARDI CIARDI & ASTIN
          Wilmington, DE

A copy of Judge Walsh's March 8 order is available at
http://is.gd/F4khpsfrom Leagle.com.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned
a 'B-' issue-level rating to the company's $130 million secured
term loan.  S&P also assigned a '3' recovery rating on the secured
term loan, indicating its expectation for a meaningful (50%-70%)
recovery in the event of a payment default.  The outlook is
stable.


OVERLAND STORAGE: Amends Shareholder Agreement With Wells Fargo
---------------------------------------------------------------
Overland Storage, Inc., and Wells Fargo Bank, N.A., executed, on
March 21, 2011, Amendment No. 1 to the Shareholder Rights
Agreement, dated as of Aug. 22, 2005.  Amendment No. 1 amends the
Rights Agreement to increase the beneficial ownership threshold
for a Restricted Person from 15% or more of the outstanding Common
Shares to 20% or more of the outstanding Common Shares.

A copy of Amendment is available for free at http://is.gd/BvtcO2

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


OVERLAND STORAGE: Offers $15.4 Million of Equity Securities
-----------------------------------------------------------
Overland Storage, Inc., has signed definitive agreements for a
private placement of 8,722,904 shares of Common Stock of the
Company and Warrants to purchase up to 3,838,069 shares of Common
Stock for a gross purchase price of approximately $15.4 million on
March 16, 2011.  The purchase price for one share of Common Stock
and a Warrant to purchase 0.44 shares of Common Stock is $1.765.
The Warrants will have an exercise price of $1.71 per share, will
expire March 21, 2016 and are exercisable in whole or in part, at
any time prior to expiration.  The transaction is anticipated to
close on March 21, 2011 subject to customary closing conditions.
The Company intends to use the proceeds from the offering for
general corporate purposes and working capital, including the
funding of product development and sales and marketing expansion,
as well as the repayment of certain indebtedness.  Clinton Group,
Inc. has agreed to lead the private placement.

"We are pleased to formally begin our partnership with Eric Kelly
and the Overland Storage management team," said Joseph A. De
Perio, a portfolio manager of Clinton Group, Inc.  "We believe
this capital raise provides Overland Storage with a substantial
runway to achieve its operational and financial goals and
positions the company well for long-term growth and
profitability," said De Perio.  As part of the transaction, Mr. De
Perio has agreed to join the board of directors.

"This additional capital will allow us to accelerate our product
development efforts and continue our investment in the sales and
marketing resources required to fuel growth of our products in our
worldwide channel," said Eric Kelly, President and CEO of Overland
Storage.  "In addition, the board and I are pleased to welcome
Joseph De Perio to the board of directors.  Joe's experience,
along with Clinton Group's financial commitment, will be
invaluable as we continue to drive the business forward and seek
to execute on our strategic plan."

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


PANTRY INC: S&P Gives Negative Outlook; Affirms 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cary, N.C.-based The Pantry Inc. to negative from
stable.  At the same time, S&P affirmed all ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision reflects S&P's view that consistently rising
oil prices will contract fuel margins to perhaps 12 cents per
gallon in fiscal 2011 from 12.9 cents in 2010," said Standard &
Poor's credit analyst Andy Sookram, "and merchandise sales will
soften as higher gas prices siphon off disposable income from
consumers already hurting from high unemployment."  As a result,
S&P expects earnings to decline and the cushion under financial
covenants to narrow to the high-single-digit area.

"The 'B+' corporate credit rating reflects S&P's view of the
company's business risk profile as weak, based on its exposure to
fuel price volatility and geographic concentration in the
southeastern U.S. where unemployment remains high," added Mr.
Sookram.  S&P's assessment of its financial risk profile as highly
leveraged factors in the company's elevated debt levels due to its
previous acquisition history and modest cash flow protection
measures.


PARK CENTRAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Park Central Plaza 32, LLC
        c/o Infinity Plus Investments, LLC
        9115 W. Russell Road, #120
        Las Vegas, NV 89148

Bankruptcy Case No.: 11-14153

Chapter 11 Petition Date: March 23, 2011

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

Judge: Bruce T. Beesley

Debtor's Counsel: Bob L. Olson, Esq.
                  GREENBERG TRAURIG LLP
                  3773 Howard Hughes Parkway, Suite 500
                  Las Vegas, NV 89169
                  Tel: (702) 792-3773
                  Fax: (702) 792-9002
                  E-mail: lvecffilings@gtlaw.com

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

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

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

The petition was signed by Juli Koentopp, manager.


PHILADELPHIA RITTENHOUSE: Organizational Meeting Set for March 30
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 30, 2011, at 3:00 p.m. in
the bankruptcy case of Philadelphia Rittenhouse Developer, L.P.
The meeting will be held at the Office of the United States
Trustee, 833 Chestnut Street, Suite 501, Philadelphia.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition on Dec. 30, 2010 (Bankr.
E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PHOENIX FOOTWEAR: Appoints Greg Slack as Chief Financial Officer
----------------------------------------------------------------
Phoenix Footwear Group, Inc., has hired Greg Slack to serve as its
Chief Financial Officer, effective April 1, 2011.  Mr. Slack
succeeds Dennis Nelson, who has served as the Company's Chief
Financial Officer for the past several years.

Mr. Slack has held a number of senior financial positions during
his 20 year career, including serving as the Chief Financial
Officer at JMC Management and prior to that, Bay Logics, Inc.
More recently, Mr. Slack served as the Chief Financial Officer at
Ashworth, Inc., a publically traded apparel company, a position he
held until the company's acquisition by Taylor Made Adidas Golf.

Commenting, Mr. Riedman said, "We are pleased to have Greg join
our management team.  He brings with him a depth of not only
financial experience, but operational expertise as well.  His
industry knowledge will allow him to be a significant contributor
from the start as we finalize our return to profitability."

                      About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at Oct. 2, 2010, showed $10,837,000
in total assets, $6,760,000 in total liabilities, and $4,077,000
in stockholders' equity.

As reported by the Troubled Company Reporter on Nov. 29, 2010, the
Company said in its quarterly report on Form 10-Q for the period
ended Oct. 2, 2010, that the severe global recession has been
challenging during the past two years and has dramatically
affected the Company's business as it is dependent on consumer
demand for its products.  During this time, the Company has faced
significant working capital constraints as the result of the
decline in sales, expenditures, and obligations associated with
its restructuring and diminished borrowing capacity.  These
factors, together with net losses and negative cash flows during
the past three fiscal years, raise substantial doubt about the
Company's ability to continue as a going concern.


PREMIUM DEVELOPMENT: Creditor Wants Case Converted or Dismissed
---------------------------------------------------------------
Harris Orchard Co. LP asks the U.S. Bankruptcy Court for the
Eastern District of Washington to either convert the Chapter 11
case of Premium Developments LLC or dismiss the Debtor's case.

As reported in the March 17, 2011 edition of the Troubled Company
Reporter, the U.S. Trustee, Robert D. Miller, Jr., has moved the
U.S. Bankruptcy Court for the Eastern District of Washington for
an order converting the Chapter 11 case of Premium Development LLC
to a case under Chapter 7 or, in the alternative, for an order
dismissing the case.

Harris Orchard notes the Debtor has failed to file a plan and
disclosure statement, and operating statements.  The Debtor has
delayed in prosecuting the case to a confirm plan and no ability
to propose a feasible plan.

The creditor tells the Court that it entered into a real estate
deal with the Debtor on June 15, 2006, wherein the creditor was
the seller and the Debtor was the purchaser.  The creditor says it
is and remains the legal owner of the deal.  The creditor says the
Debtor owes $1,686,811 under the contract.

Jeffers, Danielson, Sonn & Aylward PS represents Harris Orchard.

East Wenatchee, Washington-based Premium Developments, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
09-06746) on Dec. 4, 2009.  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Debtor in its restructuring
effort.  The Company estimated its assets and liabilities at
$10 million to $50 million.


PRINGLE DEVELOPMENT: Files for Chapter 7 Bankruptcy
---------------------------------------------------
Mary Shanklin at Orlando Sentinel reports that Pringle Development
and its affiliates have filed for Chapter 7 bankruptcy liquidation
recently, after having ceased operations in 2009.

Orlando Sentinel, citing filings in U.S. Bankruptcy Court in
Orlando, relates that eleven companies affiliated with the family-
owned operation had more than $49 million in debt, primarily owed
to North Carolina-based Bank, Branch & Trust Co.

According to the report, the liquidating Pringle companies are not
affiliated with Pringle Homebuilding Group LLC, a 2009 startup
company that purchased Pringle home-construction contracts.  While
the bankrupt Pringle companies developed and built communities
aimed at retirees, the new operation focuses primarily on custom-
home construction, Orlando Sentinal discloses.

Pringle Development is an active-adult developer based Lake
County.


QSGI INC: Emerges from Chapter 11 Reorganization
------------------------------------------------
QSGI, Inc. said that on March 21, 2011, its Plan of Reorganization
was confirmed by the U.S. Bankruptcy Court, Southern District of
Florida, West Palm Beach.  The final order confirming the plan was
be recorded March 24.  As part of the Plan, QSGI will merge with
KruseCom in a stock-for-stock transaction and is expecting to
emerge from bankruptcy in approximately 60 days.  Under the plan,
stockholders retained their common shares.

According to Marc Sherman who serves as Chairman and CEO of QSGI,
Inc., "The combination of QSGI with its restructured balance sheet
and ties to large customers and investment markets and KruseCom
with a profitable operation in a corollary business, deep
management strength and strong balance sheet will provide a great
launching pad to capitalize on the fragmented information
technology services market."

                         About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., et al., operated as a
technology services provider, offering a full suite life-cycle for
their corporate and government clients' entire information
technology platform.  The Debtors serviced three separate business
segments: Data Center Maintenance Services; Data Security and
Compliance; and Network Infrastructure Design and Support.  The
Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr.
S.D. Fla. Lead Case No. 09-23658).  Michael A Kaufman, Esq., at
Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the
Debtors as counsel.

In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and
$11,110,417 in liabilities.

On September 24, 2009, the Bankruptcy Court approved the sale of
substantially all of the assets of the DSC division of QSGI to
Victory Park Capital, and the sale of substantially all assets of
the DCM division of Qualtech Services Group, Inc., to SMS
Maintenance, LLC.  Following the closing of the DSC Sale and the
DCM Sale, the Debtors ceased substantially all business
operations.


QUIGLEY INC: Pfizer, Asbestos Claimants Have New Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Quigley Co., a non-operating subsidiary of Pfizer Inc.,
said this week that a final settlement was reached between
Pfizer and an ad hoc committee representing 40,000 asbestos
claimants who claim they were injured by Quigley products.  The
bankruptcy court in Manhattan scheduled a hearing on April 5 to
consider approval of the so-called plan support agreement between
Pfizer and the committee.  The settlement avoids holding a hearing
in April on the committee's motion to dismiss the Quigley
reorganization that began in September 2004.  The motion came in
response to a ruling by the bankruptcy judge in September refusing
to confirm Quigley's reorganization plan.

Mr. Rochelle recounts that in rejecting the plan, the judge
determined that the plan was filed in bad faith and wasn't
feasible.  Objectors argued that Quigley's bankruptcy was being
used improperly to shield Pfizer from liability.  Even though
Quigley's plan was accepted by the required majorities of
creditors, the bankruptcy judge found that improper incentives
were given to some creditors to obtain their "yes" votes.  Through
the plan, including contributions from Pfizer, $757 million would
have been distributed, the disclosure statement said.

Mr. Rochelle relates that Pfizer and the ad hoc committee agreed
on a revised Chapter 11 plan.  The new disclosure statement is yet
to be filed.  The new plan cures the defects the judge identified
in September, according to court papers.

Mr. Rochelle notes that before the plan can be implemented,
creditors and asbestos claimants must vote after the judge
approves a new disclosure statement.

                         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.


QUINTILES TRANSNATIONAL: Moody's Withdraws 'B1' Senior Loan Rating
------------------------------------------------------------------
Moody's Investors Service withdrew the B1 rating on the proposed
$2.425 billion senior secured credit facility of Quintiles
Transnational Corp.  The withdrawal follows Quintiles'
announcement that the company is postponing its refinancing
transaction due to unfavorable credit market conditions.  The
rating outlook remains stable.

Summary of Moody's actions:

Quintiles Transnational Corp.

  -- Withdrew B1 (LGD 3, 46%) of proposed $225 million senior
     secured revolving credit facility, due 2016

  -- Withdrew B1 (LGD 3, 46%) of proposed $2.2 billion senior
     secured Term Loan B, due 2018

There is no change to Quintiles' existing ratings:

Quintiles Transnational Corp.

  -- B1 Corporate Family Rating

  -- B1 Probability of Default Rating

  -- $225 million senior secured revolving credit facility due
     2012, to Ba2 (LGD2, 24%) from Ba2 (LGD2, 27%)

  -- $950 million first lien senior secured term loan due 2013, to
     Ba2 (LGD2, 24%) from Ba2 (LGD2, 27%)

  -- $220 million second lien term loan due 2014, to B2 (LGD 4,
     63%) from B2 (LGD4, 66%)

Quintiles Transnational Holdings Inc.

  -- B3 (LGD5, 89%) senior unsecured notes of $525 million due
     2014

The outlook is stable.

Quintiles' B1 Corporate Family Rating is constrained by the
company's somewhat high financial leverage and modest free cash
flow relative to debt (FCF/debt), which are in-line with other B1
rated peers.  The ratings also reflects the company's history of
aggressive financial policies, including numerous dividends to
shareholders and share repurchase transactions.  The ratings are
supported by the company's size, scale and leading position as
both a pharmaceutical contract research organization and a
contract sales organization.  Further, the company has
demonstrated stable operating performance and cash flow, even
during the economic downturn.  Longer-term Moody's views the
prospects for the CRO and CSO industries as favorable as
pharmaceutical companies look to outsource an increasing portion
of their non-core functions.  However, Moody's believes that the
impending patent cliff in the pharmaceutical industry presents
some near to medium term event risk for the CRO and CSO
industries.

Moody's could upgrade the ratings of Quintiles if the company
demonstrates continued stable revenue growth and margins and
sustains "Ba" credit ratios per the Business & Consumer Services
Rating Methodology.  The "Ba" ranges include (CFO-dividends)/net
debt of 15%-25%, FCF/debt of 8-16% (after dividends); and
debt/EBITDA of 3.0x-4.0x.  Moody's could downgrade the ratings if
the company experienced revenue declines and/or margin erosion due
to broader trends within the CRO or CSO industry or if the company
undertook a significant debt-financed acquisition or shareholder
initiatives beyond Moody's expectations.  For example, sustained
CFO/debt below 5%, adjusted debt to EBITDA above 5.5 times; or
negative free cash flow could lead to rating pressure.

Headquartered in Research Triangle Park, North Carolina, Quintiles
is a leading global provider of outsourced contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies.  The company is privately-held with
ownership stakes by founder, Chairman and CEO, Dr.  Dennis
Gillings, and private equity firms Bain, TPG, 3i and Temasek.
Quintiles recorded net revenue of approximately $3.0 billion for
the twelve month period ended December 31, 2010.


RADIENT PHARMACEUTICALS: Gets Add'l Deficiency Notice From NYSE
---------------------------------------------------------------
Radient Pharmaceuticals Corporation has received a deficiency
notice from the NYSE Amex indicating the Exchange's belief RPC
omitted material information in a written submission to the
Exchange in support of its pending appeal to the Listing
Qualifications Panel of the Exchange's Committee on Securities and
from certain press releases discussing RPC's collaboration with a
third party non-for-profit group practice.  As a result, the
Exchange Staff has determined RPC failed to comply with Sections
401(e), 402(e) and Section 132(e) of the Exchange's Company Guide.

The Company has been provided with the opportunity to address the
Exchange's most recent determination and intends to timely do so
in connection with its appeal hearing before the Listing
Qualifications Panel.  The Company's securities will remain listed
on the Exchange pending a determination by the Listing
Qualifications Panel following the hearing.  The hearing has been
postponed and is in the process of being rescheduled.  Although
there can be no guarantee as to the final hearing date, the
Company expects to establish a new date in the near future.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RANCHER ENERGY: Files Amended Chapter 11 Plan of Reorganization
---------------------------------------------------------------
Rancher Energy Corp. delivered to the U.S. Bankruptcy Court for
the District of Colorado a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.

The Plan contemplates the Linc Energy Petroleum (Wyoming) Inc.
debtor-in-possession loan and asset sale will be completed and all
creditor classes will be paid in full, albeit unsecured creditors
may have to wait for an undetermined period of time to receive
full payment.  Alternatively, the Plan provides that if the sale
to Linc does not occur, Rancher will hold a public sale and
auction of its assets and use the proceeds to pay creditors.

According to the Debtor, it agreed to sell substantially all of
its assets to Linc for a purchase price of $20,000,000.  The
Debtor said, if for any reason the Linc asset sale does not occur,
it will proceed to sell its assets in one or more lots pursuant to
Section 363 of the Bankruptcy Code by motion made prior to the
effective date.

Under the Plan certain insider claimants with convertible notes
are given the option of conversion, but conversion is unlikely.
In addition, all common stock will be subject to a reverse split
at a 15 for 1 ratio.  Warrant holders will receive common stock at
a ratio of 1 share per one hundred shares purchasable under the
warrant calculated prior to the reverse split, and then further
adjusted for the 15 for 1 reverse split applicable to all common
stock.  All stock options will similarly be adjusted for the
reverse split.

Among other things, holders of general unsecured claims will
be paid shall be paid their pro rata share of the asset pool, with
interest as may be required by law, after payment in full of all
valid claims.  Shareholder interests will receive 1 new share in
the Debtor for every 15 shares currently held, thus effectuating a
15 for 1 reverse stock split.

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?757b

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?757c

                       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. 16, 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 closing and settlement dates for the sale are
yet to be determined.


REDDY ICE: DOJ Fraud Division Ends Investigation; Takes No Action
-----------------------------------------------------------------
Counsel for Reddy Ice Holdings, Inc., was informed on March 21,
2011, by the Civil Fraud Division of the United States Department
of Justice that the Civil Fraud Division has closed its
investigation relating to the packaged ice industry and will take
no action against the Company, its subsidiary or any of the
Company's employees.

                          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.


ROBB & STUCKY: Gets Court Approval to Employ Epiq as Claims Agent
-----------------------------------------------------------------
Robb & Stucky Limited LLLP sought and obtained approval from the
Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, to employ Epiq Bankruptcy
Solutions, LLC, as notice, claims and balloting agent.

As claims agent, Epiq will, among other things:

   -- prepare and serve notices in the Debtor's Chapter 11 case;

   -- receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the Chapter 11 case;

   -- maintain the Debtor's official claims register by docketing
      all proofs of claim and proofs of interest in a claims
      database;

   -- establish and maintain a Web site that may be accessed by
      the public free of charge at http://dm.epiq11.com/RST/in
      order to provide access to information related to the
      Debtor's case, including court filings, proofs of claim and
      proofs of interest; and

   -- provide other claims processing, noticing, balloting and
      related administrative services as may be requested by the
      Debtor.

As balloting agent, Epiq will, among other things, print ballots,
prepare voting reports, coordinate the mailing of solicitation
packages, establish a toll-free "800" number to receive and
address questions regarding voting on the plan; and receive
ballots at a post office box, inspect ballots for conformity to
voting procedures, and tabulate and certify the results.

Epiq will be paid based on the hourly rates of its professionals:

           Clerk                            $36-$54
           Case Manager (Level 1)          $112-$157
           IT Programming Consultant       $126-$171
           Case Manager (Level 2)          $166-$178
           Senior Case Manager             $202-$247
           Senior Consultant               $265

Edward J. Kosmowski, vice president and senior consultant with
Epiq Bankruptcy Solutions, LLC, assures the Court that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  The Debtor
estimated its assets and debts at $50 million to $100 million.


ROBB & STUCKY: Gets Interim Okay to Employ FTI & Kevin Regan
------------------------------------------------------------
Robb & Stucky Limited LLLP sought and obtained interim authority
from the Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, to employ FTI
Consulting, Inc., and Kevin Regan as chief restructuring officer,
nunc pro tunc to the Petition Date.

Mr. Regan and FTI will assist the Debtors in evaluating and
implementing strategic and tactical options through the
restructuring process.

Pursuant to an engagement letter, FTI will be paid a weekly fee in
the amount of $25,000 on the first business day of each month for
the first two weeks followed by payment at mid-month for the
second two weeks relating to the CRO engagement of Kevin Regan.

Employees other than Mr. Regan will be paid in accordance with
their hourly rates:

      Senior Managing Director             $755-$885
      Director/Managing Director           $545-$725
      Consultants/Senior Consultants       $270-$515
      Administrative                       $110-$225

In addition to compensation for professional services rendered by
FTI's personnel, FTI will be reimbursed for reasonable and
necessary expenses incurred in connection with the Debtor's
Chapter 11 case.

Moreover, FTI will be indemnified against all losses caused by the
engagement of the firm by the Debtors, provided that the Debtors
will not be responsible for payment of indemnification resulting
from an indemnified person's bad faith, self dealing, gross
negligence or willful misconduct.

Kevin Regan, a senior managing director with FTI Consulting, Inc.,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.  Mr.
Regan, however, discloses that, during the 90 days prior to the
Petition Date, FTI received $647,615 from the Debtors for payment
of professional services and reimbursement of expenses.

                    About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  The Debtor
estimated its assets and debts at $50 million to $100 million.


ROBB & STUCKY: Gets Interim Court Approval to Employ Bayshore
-------------------------------------------------------------
Robb & Stucky Limited LLLP sought and obtained interim authority
from the Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, to employ Bayshore
Partners, LLC, as investment banker, nunc pro tunc to the Petition
Date.

The Debtor initially employed Bayshore on January 11, 2011, to
assist the Debtor in evaluating its strategic options with respect
to the financial restructuring, recapitalization, reorganization,
or one or more merger and acquisition transactions both as a going
concern outside of bankruptcy and in the context of a potential
Chapter 11 bankruptcy filing.  Bayshore has, among other things,
prepared a confidential investment memorandum to assist in
marketing the Debtor's assets for sale or in raising additional
debt or equity capital.

As investment banker, Bayshore will, among other things:

   -- solicit and evaluate proposals from potential parties to a
      transaction;

   -- coordinate gathering of due diligence materials to be
      provided to selected potential parties to a transaction,
      including creating and maintain a Web-based data room, which
      will contain, among other data, material contracts or
      agreements of the Debtor;

   -- assist with negotiations and attend meetings with the
      Debtor's lenders and other constituents as it relates to the
      Debtor's financial condition and a potential transaction;
      and

   -- assist in the negotiation and documentation of a transaction
      with one or more parties.

During the Chapter 11 case, Bayshore will be paid a monthly
advisory fee of $35,000, and a non-refundable cash fee equal to
greater of (a) $500,000 or (b) 3.0% of the consideration in a
transaction.

Craig Farlie, a partner at Bayshore Partners, LLC, assures the
Court that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                      About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  The Debtor
estimated its assets and debts at $50 million to $100 million.


ROCK & REPUBLIC: Court Okays Chapter 11 Plan, Sale of IP Assets
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Judge Arthur J. Gonzalez
approved Rock & Republic Enterprises Inc.'s Chapter 11 plan, which
contemplates a $57 million sale of the company's intellectual
property.

Specifically, DBR said Judge Gonzalez indicated he would sign off
on the Company's bankruptcy plan at a confirmation hearing
Wednesday, moving the case toward a conclusion nearly a year after
it began.

As reported in the Troubled Company Reporter, the Plan
contemplates and is predicated upon the sale of all of the
Debtors' intellectual property rights and all right, title and
interest of certain of the Debtors' affiliates to an entity wholly
owned by VF Corporation, for a total cash consideration of roughly
$57 million.  The Plan provides for the transfer of a portion of
the total sale consideration paid under the Sale Transaction and
all property of the estate to a liquidating trust that will be
administered by a liquidating trust administrator.  The remainder
of the Sale Consideration, the amount to be determined jointly by
the Debtors and the Committee, will be paid to the Debtors for the
purpose of satisfying certain allowed claims.  The closing on the
Sale Transaction is anticipated to occur shortly after the
confirmation order becomes a final order.

According to DBR, Rock & Republic's investment banker and
financial adviser, Julian Steinberg, is "hopeful" creditors will
receive a full recovery.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., is a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, is the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
serves as the Debtors' Forensic Accountants.  Donlin Recano serves
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors is represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.


SABRE DEFENCE: Manroy USA Finalizes $4.95-Mil. Purchase
-------------------------------------------------------
The Associated Press reports that Manroy USA in Scottsboro,
Alabama, finalized the $4.95 million deal in a federal bankruptcy
court auction for Sabre Defence Industries LLC.  Manroy outbid
major firearms manufacturer Colt Defense LLC for Sabre's assets.

The British owner of Sabre, Guy Savage, was arrested and is facing
an extradition hearing in England on March 29, 2011, notes AP.

Headquartered in Nashville, Tenn., Sabre Defence Industries LLC
is a maker of semi-automatic, fully-automatic and assault rifles.
Sabre Defence Industries LLC filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 11-01431) on Feb. 15, 2011.  Sabre reported no
more than $50,000 each in assets and debts in a bare-bones
bankruptcy filing.  See http://bankrupt.com/misc/tnmb11-01431.pdf


SAM GRAPHICS: Organizational Meeting to Form Panel on March 31
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 31, 2011, at 10:30 a.m. in
the bankruptcy case of S.A.M. Graphics, Inc., et al.  The meeting
will be held at the United States Trustee's Office, One Newark
Center, 21st Floor, Room 2106, Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Marlboro, New Jersey-based S.A.M. Graphics, Inc. -- dba Millenium
Graphics and School Photo Marketing -- filed for Chapter 11
bankruptcy protection on March 15, 2011 (Bankr. D. N.J. Case No.
11-17642).  David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et
al., serves as bankruptcy counsel.  According to its schedules,
the Debtor disclosed $3,755,135 in total assets and $6,777,756 in
total debts.


SAN JUAN BAUTISTA: Files for Bankruptcy Protection
--------------------------------------------------
San Juan Bautista Medical Center Corp. filed for Chapter 11
bankruptcy protection (Bankr. D. P.R. Case No. 11-02270) on March
18, 2011.

The Debtor said in a press release that reorganization will help
protect the educational workshops and clinical practices of some
259 students at the medical school and some 1,675 healthcare
students as well as some 377 jobs.  The Debtor disclosed that it
owes: (i) $21.1 million to Prepa; (ii) $6 million in taxes; (iii)
$1.7 million to the Labor Department, (iv) $1 million to the State
Insurance Fund, (v) $994,000 to Borschow Hospital, (vi) $867,734
to the Puerto Rico Aqueduct & Sewer Authority, (vii) $471,000 to
Continental Casualty; and (viii) thousands of dollars to other
medical facilities and individuals.

Eva Llorens at the caribbeanbusinesspr.com relates that San Juan
Bautista is trying to stop Puerto Rico Electric Power Authority
from cutting off electricity to the Debtor's San Juan Bautista
School of Medicine.

San Juan Bautista Medical Center operates 190-bed San Juan
Bautista Hospital in Caguas, Puerto Rico.  San Juan Bautista was
part of the government's plan to start a medicalization program
for drug addicts.  The hospital has 150 beds for patients with
physical ailments and 40 beds for mental-health patients.


SEMGROUP LP: Abstention Mandatory Despite Post-Plan Jurisdiction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the extent to which bankruptcy jurisdiction narrows after
plan confirmation has divided the country's federal courts.  U.S.
District Judge Gregory K. Frizzell from Tulsa, Oklahoma, came down
on the side of favoring a broader notion of jurisdiction,
rejecting the narrower version espoused by the U.S. Court of
Appeals in Philadelphia in a 2004 case called Resorts
International.

Mr. Rochelle relates that Judge Frizzell's case involved a lawsuit
brought by the trustee of the litigation trust created under the
confirmed Chapter 11 plan of SemGroup LP.   The Oklahoma case is
Whyte v. PricewaterhouseCoopers LLP, 10-485 (N.D. Okla.).

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SHILO INN: Court Denies Bank's Plea to Transfer Venue
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Cathy Bank's request to transfer venue of the Chapter 11
case of Shilo Inn Killeen LLC to the U.S. Bankruptcy Court for the
Western District of Texas.  The Court overruled the evidentiary
objections filed by Cathay and the Debtor.

The bank told the Court that the Debtor's only substantial
asset -- and the security for the bank's loan -- is real property
located in Killeen, Bell County, Texas.

                        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.


SINOBIOMED INC: Shan Ming Gu Owns 10 Million Common Shares
----------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Shan Ming Gu disclosed that he beneficially owns 10
million shares of common stock of Sinobiomed Inc.

                          About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

Sinobiomed last filed financial statements with the Securities and
Exchange Commission in 2008.

Sinobiomed Inc.'s consolidated balance sheet at March 31, 2008,
showed $8,330,453 in total assets and $15,460,323 in total
liabilities, resulting in a $7,129,870 total stockholders'
deficit.

                        Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SPARTA COMMERCIAL: Incurs $733,705 Net Loss in Jan. 31 Quarter
--------------------------------------------------------------
Sparta Commercial Services, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $733,705 on $109,165 of revenue for the
three months ended Jan. 31, 2011, compared with a net loss of
$857,306 on $161,086 of revenue for the same period a year ago.
The Company also reported a net loss of $2.48 million on $406,147
of revenue for the nine months ended Jan. 31, 2011, compared with
a net loss of $2.85 million on $566,435 of revenue for the same
period a year ago.

The Company's balance sheet at Jan. 31, 2011 showed $1.88 million
in total assets, $4.49 million in total liabilities and $2.61
million in total deficit.

In its report on the Company's April 30, 2010 financial
statements, RBSM LLP raised substantial doubts about the Company's
ability to continue as a going concern.  The Company cannot assure
you that it will be able to generate revenues or maintain any line
of business that might prove to be profitable.  The Company's
ability to continue as a going concern is subject to its ability
to generate a profit or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of
our securities, increasing sales or obtaining credit lines or
loans from various financial institutions where possible.  If the
Company is unable to develop its business, the Company may have to
discontinue operations or cease to exist, which would be
detrimental to the value of the Company's common stock.  The
Company can make no assurances that its business operations will
develop and provide us with significant cash to continue
operations.

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

                        http://is.gd/c6frLc

                      About Sparta Commercial

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a specialized consumer
finance company engaged primarily in the purchase of retail
installment sales contracts and the origination of leases to
assist consumers in acquiring new and used motorcycles (550cc and
higher), scooters, and 4-stroke ATVs.

The Company reported a net loss of $444,342 on $164,835 of
revenue for the three months ended October 31, 2010, compared with
a net loss of $1.00 million on $188,546 of revenue for the same
period ended October 31, 2009.


STEVE A MCKENZIE: Court Rules on LeRoy Employment & Compensation
----------------------------------------------------------------
Grant, Konvalinka & Harrison, P.C., filed three contested matters
involving the employment and compensation of the attorney for the
trustee in the bankruptcy case of Steve A. McKenzie. It filed a
Motion to Reconsider or For Relief from Order requesting that the
bankruptcy court set aside an order entered on Oct. 27, 2010,
approving the Fourth Application for Interim Compensation of
Counsel to the Trustee filed on behalf of F. Scott LeRoy for the
period April 1, 2010, through June 14, 2010.

GKH alleges that (1) Mr. LeRoy filed the Fourth Fee Application on
behalf of a firm that did not exist when the application was
filed; and (2) the court mistakenly entered an order in violation
of 11 U.S.C. Sec. 330(a) and compensated a party who had not been
approved by the court to be employed by C. Kenneth Still, the
Chapter 11 trustee.  The issue for the court is whether the order
entered by the court employing counsel for the Chapter 11 trustee
is sufficient to authorize the compensation of Mr. LeRoy in light
of the changes in his firm affiliations during the relevant
period.

GKH filed two additional and related contested matters regarding
Mr. LeRoy's employment and compensation.  These involve his
subsequent employment by the Chapter 7 trustee after the
conversion of the case from Chapter 11 to Chapter 7 in June 2010:

     -- GKH objects to the retroactive authorization of Mr.
LeRoy's employment as counsel for the Chapter 7 trustee, C.
Kenneth Still; and

     -- GKH seeks reconsideration of an order granting
compensation to Mr. LeRoy and the firm of LeRoy &
Bickerstaff, PLLC, for its work in the Chapter 7, which
compensation was granted pursuant to the Fifth Fee Application for
Compensation.

With respect to the Chapter 7 matters, the primary issues are
whether employment in the Chapter 7 case may be authorized
retroactively and whether any mistake exists that would
necessitate the court reconsidering the order granting the Fifth
Fee Application.

In a March 7, 2011 Memorandum, Bankruptcy Judge Shelley D. Rucker
held that Mr. LeRoy was appointed as "named counsel" for the
trustee.  Consequently payment to him pursuant to the Fourth Fee
Application was appropriately entered, and GKH's motion is denied.
With respect to the Chapter 7 employment application, Judge Rucker
held that retroactive authorization is appropriate under the
circumstances of the case.  Having found that retroactive
authorization is appropriate back to July 1, 2010, Judge Rucker
found only a limited basis for reconsideration of the approval of
fees requested in the Fifth Fee Application.  Fees should not have
been awarded for the period from June 15, 2010 to June 30, 2010.
These fees were incurred prior to the date for which retroactive
relief was requested and granted.  Therefore, the objection to the
retroactive employment is overruled and the motion to reconsider
is granted in part.  The Court disallowed the request for fees
incurred from June 15, 2010, through June 30, 2010, and modified
the Fifth Fee Application accordingly.

A copy of Judge Rucker's Memorandum is available at
http://is.gd/GcFP9Bfrom Leagle.com.

                      About Steve A. McKenzie

The Steve A. McKenzie case was originally filed as an involuntary
Chapter 7 bankruptcy (Bankr. E.D. Tenn. Case No. 08-16378) on
Nov. 20, 2008.  Mr. McKenzie filed a voluntary Chapter 11
bankruptcy (Bankr. E.D. Tenn. Case No. 08-16987) on Dec. 20, 2008.
Upon request of counsel for the Debtor, the two cases were
consolidated.  The case has since proceeded with the earlier
filing date of Nov. 20, 2008, as the effective date of the
petition.  On Jan. 15, 2009, the Court entered an agreed order
converting the involuntary Chapter 7 case no. 08-16378 to a
Chapter 11 proceeding and substantively consolidating the
proceeding with case no. 08-16987.  Mr. McKenzie listed $100
million to $500 million in both assets and debts in his Chapter 11
petition.

An Official Committee of Unsecured Creditors was appointed by the
United States trustee.  The Committee retained Evans LeRoy &
Hackett PLLC as counsel.  On Feb. 20, 2009, C. Kenneth Still was
appointed as Chapter 11 trustee.  He also tapped F. Scott LeRoy,
Esq., as counsel.  Mr. LeRoy ultimately withdrew from Evans LeRoy.

Upon conversion of the case, Douglas R. Johnson was named the
Chapter 7 trustee.  He was terminated on June 14, 2010, and Mr.
Still was added to the case as Chapter 7 trustee.


STATION CASINOS: Nancy Rapoport Named as Fee Examiner
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nancy B. Rapoport was selected to serve as the fee
examiner in the reorganization of Station Casinos Inc.  The
hearing for final approval of professional fees won't be held for
several months.

As reported in the March 14, 2011 edition of the Troubled Company
Reporter, Nancy B. Rapoport, Esq., in Las Vegas, Nevada --
nrapoport@money-law.org -- asked the Bankruptcy Court to appoint
her as fee examiner.  Ms. Rapoport proposed that she and her staff
review the fees and expenses of the professionals employed in the
Debtors' bankruptcy cases, including Milbank, Tweed, Hadley &
McCloy LLP and Lewis and Roca LLP.

The appointment of a fee examiner would aid the Court in its duty
to review and evaluate the lengthy and detained fee applications
filed in the cases, Ms. Rapoport asserted.  She added that the
fee examiner's report will assist the Court regarding its
determination of reasonableness and the necessity of the requested
fees and expenses.

Ms. Rapoport told Judge Gregg Zive that she has served as a
bankruptcy court's fee expert in two large cases: (i) In re
Pilgrim's Pride Corp., Case No. 08-45664 (DML) (Bankr. N.D. Tex.
2008), and (ii) In re Mirant Corporation, Case No. 03-46590
(Bankr. N.D. Tex. 2003).  She said her academic scholarship
concentrates on the intersection of professional responsibility
with fields like the behavior of bankruptcy lawyers and corporate
boards.  She added, among other things, that she is a tenured
professor at the William S. Boyd School of Law at the University
of Nevada, Las Vegas.

Ms. Rapoport proposed this compensation scheme:

  (a) Starting as of March 1, 2011, and continuing until the
      Court has entered final orders concerning the Covered
      Professionals' final fees and expenses, Ms. Rapoport will
      be paid $15,000 per month as a flat fee, payable by the
      Debtors, with the first $15,000 payment to be made by the
      14th day of her appointment.

  (b) To the extent that Ms. Rapoport must testify in the cases,
      either in depositions or at hearings, she will be paid for
      her time, including her preparation and travel time, based
      on her standard hourly rate of $800, with travel time
      billed at 50% of her rate, in addition to her flat fee.

  (c) To offset any inadvertent use of UNLV property, staff or
      time, the Debtors will pay to the UNLV Foundation $1,000
      per month.

  (d) The hourly rates of the staff that Ms. Rapoport will use
      to assist her in her work as a fee examiner are:

      * $20 per hour for any UNLV law students assisting in the
        review of fees and expenses;

      * $40 per hour for secretarial and managerial assistance
        by Annette Mann; and

      * $40 per hour for assistance by any recent UNLV law
        graduates assisting in the review of fees and expenses.

  (e) Reimbursement of reasonable expenses for Ms. Rapoport and
      her staff, including PACER downloads.

The Debtors will be authorized and required to indemnify, hold
harmless, provide contribution to and reimburse her and her staff
if they become involve in any action, claim, lawsuit,
investigation or proceeding brought against them in connection
with their services.

Ms. Rapoport assured Judge Zive that she is a "disinterested
person" under Section 101(14) of the Bankruptcy Code.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STILLWATER MINING: Kevin Shiell Owns 21,621 Common Shares
---------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Kevin G. Shiell, vice president at Stillwater Mining
Co., disclosed that he beneficially owns 21,621 shares of common
stock of the Company.

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at Dec. 31, 2010 showed
$909.47 million in total assets, $326.40 million in total
liabilities and $583.07 million in total stockholders' equity.

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.


STRATEGIC AMERICAN: Restates Oct. 31 Quarterly Report
-----------------------------------------------------
Strategic American Oil Corporation filed with the U.S. Securities
and Exchange Commission an amended quarterly report to correct the
Company's financial statements for the three months ended Oct. 31,
2010 and 2009.  Subsequent to issuing the report for the three
months ended Oct. 31, 2010 and 2009, the Company discovered that
during the quarter ended Oct. 31, 2010, the Company recognized
$412,598 of consulting expense associated with two option grants
that were contemplated but were not ultimately granted.  The
errors impacted the balance sheets, statements of operations and
comprehensive loss, and statements of cash flows.

The Company's restated statement of operations reflects a net loss
of $965,644 on $112,873 of revenue for the three months ended Oct.
31, 2010, compared with a net loss of $2.70 million on $82,933 of
revenue for the same period during the prior year.

The Company's restated balance sheet at Oct. 31, 2010 showed $1.89
million in total assets, $2.96 million in total liabilities and
$1.06 million in total stockholders' deficit.

A full-text copy of the Quarterly Report, as amended, is available
for free at http://is.gd/3VzwFT

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


STRATEGIC AMERICAN: Incurs $651,275 Net Loss in Jan. 31 Quarter
---------------------------------------------------------------
Strategic American Oil Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $651,275 on $116,261 of revenue for the
three months ended Jan. 31, 2011, compared with a net loss of
$764,565 on $137,763 of revenue for the same period a year ago.
The Company also reported a net loss of $1.62 million on $229,134
of revenue for the six months ended Jan. 31, 2011, compared with a
net loss of $3.47 million on $220,696 of revenue for the same
period during the prior year.

The Company's balance sheet at Jan. 31, 2011 showed $1.80 million
in total assets, $3.47 million in total liabilities and $1.67
million in total stockholders' deficit.

                           Going Concern



MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.

A full-text copy of the quarterly report on Form 10-Q is available
at http://is.gd/A4ft4Ffree of charge.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.


SUNRISE REAL ESTATE: Closing of BTI Purchase Pact Moved to July
---------------------------------------------------------------
Sunrise Real Estate Group, Inc., and Sunrise Real Estate
Development Group, Inc., entered, on Jan. 22, 2011, into a Share
Purchase Agreement with Better Time International to issue
2,500,000 shares to Better Time for US $500,000.  This agreement,
subject to standard closing terms and conditions, was scheduled to
close on or before March 20, 2011.

On March 16, 2011, Sunrise and Better Time agreed to extend the
scheduled closing date of the Share Purchase Agreement, subject to
standard closing terms and conditions, to on or before July 1,
2011.  All other terms and conditions of the Share Purchase
Agreement remain unchanged and in full force and effect.

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet at Sept. 30, 2010, showed
$15.20 million in total assets, $17.15 million in total
liabilities, $1.40 million in non-controlling interests of
consolidated subsidiaries, and a stockholders' deficit of
$3.36 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has significant accumulated losses from operations and
has a net capital deficiency.


SUNRISE REAL ESTATE: Closing of GSSL Purchase Pact Extended
-----------------------------------------------------------
Sunrise Real Estate Group, Inc., and Sunrise Real Estate
Development Group, Inc., entered into a Share Purchase Agreement
with Good Speed Services Limited to issue 2,500,000 shares to Good
Speed for US$500,000.  This agreement, subject to standard closing
terms and conditions, was scheduled to close on or before
March 20, 2011.

On March 18, 2011, Sunrise and Good Speed agreed to extend the
scheduled closing date of the Share Purchase Agreement, subject to
standard closing terms and conditions, to on or before July 5,
2011.  All other terms and conditions of the Share Purchase
Agreement remain unchanged and in full force and effect.

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet at Sept. 30, 2010, showed
$15.20 million in total assets, $17.15 million in total
liabilities, $1.40 million in non-controlling interests of
consolidated subsidiaries, and a stockholders' deficit of
$3.36 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has significant accumulated losses from operations and
has a net capital deficiency.


SUNRISE REAL ESTATE: W. Yan Resigns; L. Yu Named New CFO
--------------------------------------------------------
Sunrise Real Estate Group, Inc., announced that effective
March 17, 2011, Mr. Wang Wen Yan resigned as Chief Financial
Officer of the Company.  His resignation was not due to any
disagreement with the Company or its management regarding any
matter relating to the Company's operations, policies or
practices.  At the same day, Mr. Liu Zhen Yu is appointed as CFO
of Sunrise.

Prior to joining the Company, Mr. Liu, 38 years old, was with
Tarsus China Holding where he was the China regional finance
manager since 2008.  His main duties at Tarsus include supervising
the company's finance and administrative operation in China.
Prior to joining Tarsus, Mr. Liu was one of the members in setting
up Best Buy in China as the finance manager for the China region.
He was responsible for overseeing day-to-day financial matters.
Mr. Liu graduated from Tong Ji University in 2009 where he
received his MBA.

                         About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet at Sept. 30, 2010, showed
$15.20 million in total assets, $17.15 million in total
liabilities, $1.40 million in non-controlling interests of
consolidated subsidiaries, and a stockholders' deficit of
$3.36 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has significant accumulated losses from operations and
has a net capital deficiency.


SUPERIOR AUTO: Files for Chapter 7 Liquidation
----------------------------------------------
Steve Green at the Las Vegas Sun reports that Superior Auto Glass
Company Inc. filed for Chapter 7 liquidation in the U.S.
Bankruptcy Court for Nevada.  The petition signed by owner
Christopher Mae listed more than $144,000 in liabilities against
$20 in assets.


TAYLOR BEAN: Farkas' Counsel Seeks Delay of Trial
-------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that the lawyer for Lee Farkas, the former
chairman of Taylor Bean & Whitaker Mortgage Corp., has asked Judge
Leonie M. Brinkema of the U.S. District Court in Alexandria, Va.,
to delay the trial, slated for April 4, until May 30 at the
earliest.

According to DBR, Mr. Farkas's defense lawyer, William Cummings,
Esq., has said in court papers that recent discoveries "pertaining
to potentially exonerating evidence," including a spate of recent
guilty pleas by alleged co-conspirators who are expected
government witnesses, require additional time to prepare his
client's defense.  Mr. Cummings also pointed to the army of legal
and accounting firms who, he said, are dragging their feet in
turning over documents critical to his client's defense

DBR noted that Mr. Mr. Cummings is a white-collar defense attorney
based in Alexandria, Va., who also once represented "American
Taliban" John Walker Lindh.

Federal prosecutors claim Mr. Farkas engaged in a seven-year,
multibillion-dollar fraud by double pledging Taylor Bean's
mortgage loans and improperly transferring loans and securities
between the Company's bank accounts.  Prosecutors have said Mr.
Farkas and others engaged in a scheme to misappropriate more than
$1.9 billion in funds to hide operating losses at Taylor Bean,
which in turn helped hasten the collapse of Colonial Bank, the
Company's main lender.

Mr. Farkas has been charged with 16 counts of bank, wire and
securities fraud.  If convicted, he could spend the rest of his
life in prison.  Prosecutors are also seeking $22 million in
forfeiture from Mr. Farkas.  He pleaded not guilty to the charges.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TBS INTERNATIONAL: Files Registration Statement on Form S-1
-----------------------------------------------------------
TBS International plc on Feb. 14, 2011, filed a registration
statement on Form S-1 with respect to a proposed offering of non-
transferable subscription rights to all holders of its ordinary
shares as of Feb. 7, 2011.  The subscription rights, when issued,
would be exercisable for the purchase of Series A Preference
Shares of the Company.  The Company expects to issue the
subscription rights promptly after the effectiveness of the
registration statement.

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about TBS's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company believes it will not be in compliance with
the financial covenants under its credit facilities during 2010,
which under the agreements would make the debt callable.  "This
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due."

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


THOMAS GIBSON: Proofs of Claim Due April 25
-------------------------------------------
James A. Knauer, trustee for Eastern Livestock, announced that:

  * creditors of Thomas P. Gibson and Patsy M. Gibson have until
    April 25, 2011, to file proofs of claim, and

  * creditors of East-West Trucking Co., LLC, have until April 12,
    2011, to file their proofs of claim.

According to Clarissa Kell-Holland at Land Line Magazine, the
trustees agree that it's still too early to tell if truckers will
be paid for loads they hauled for one of the largest cattle
brokerages, which abruptly collapsed in November 2010.  Just days
before the company's shutdown, Eastern Livestock of New Albany,
IN, apparently sent out $130 million in worthless checks to more
than 740 cattle sellers.  Truckers hauling cattle for Eastern and
East-West also received bad checks from them during that same time
period.

According to Land Line, Eastern Livestock bankruptcy trustee James
Knauer said investigators have been able to trace back "phony
sales which were used to prop up the cash flow" as early as 2008,
but just not on the "same scale as in later years."  In 2010, the
Company reported inflated sales of $3.9 billion, three times the
amount it listed in sales a year earlier.

Clarissa Kell-Holland, citing court documents, said Eastern's
bank, the Fifth Third Bank of Cincinnati, Ohio, stated things
began to unravel for one of the largest cattle brokerages on
Nov. 1.  Around the same time, a bank audit discovered an
elaborate check-kiting scheme.  The bank accuses the Company of a
"complicated bank fraud and check-kiting scheme employed by
Eastern Livestock to defraud Fifth Third of millions of dollars."

                     About Eastern Livestock

Eastern Livestock Co., LLC, was a cattle brokerage company in New
Albany, Indiana, that shut operations in November 2010.

David L. Rings, Southeast Livestock Exchange, LLC, and Moseley
Cattle Auction, LLC, filed an involuntary Chapter 11 petition
(Bankr. S.D. Ind. Case No. 10-93904) in New Albany, Indiana, for
the Company on Dec. 6, 2010.  The petitioning creditors, which
asserted $1.45 million in claims for "cattle sold," are
represented by Greenebaum Doll & McDonald PLLC.  Judge Basil H.
Lorch III, at the behest of the creditors, appointed a trustee to
operate Eastern Livestock Co., LLC's business.

James A. Knauer, the Chapter 11 trustee for Eastern Livestock, has
tapped James M. Carr, Esq., at Baker & Daniels LLP, as counsel.
BMC Group Inc. is the claims and notice agent.  According to the
schedules, the Debtor had $81,237,865 in total assets and
$40,154,698 in total debts as of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis -- james@rubin-levin.net -- as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for
the Gibson's Chapter 7 case, has tapped Dale & Eke, P.C., as
counsel.


TOWER OAKS: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
has not appointed an official committee of unsecured creditors for
Tower Oaks Boulevard LLC because the number of persons eligible
and willing to serve on a committee is presently insufficient.

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-12413) on Feb. 8, 2011.  Steven H. Greenfeld,
Esq., at Cohen, Baldinger & Greenfeld, LLC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to
$10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).


UNITED GILSONITE: Files for Chapter 11 Due to Asbestos Claims
-------------------------------------------------------------
United Gilsonite Laboratories filed a Chapter 11 petition (Bankr.
M.D. Pa. Case No. 11-02032) on March 23, 2011.

United Gilsonite Laboratories is a small family-owned Pennsylvania
corporation which employs 150 employees.  Founded in 1932 by
Gerald Payne, UGL is engaged in the manufacturing of wood and
masonry finishing products and paint sundries.  With headquarters
in Scranton, Pennsylvania, the Company maintains manufacturing
facilities in Illinois, Mississippi, Nevada and Pennsylvania.
The Company's product lines included the first asphalt aluminum
paint "Gilsalume," "DRYLOK(R)" line for waterproofing basements
and stopping masonry leaks, and the "ZARr" polyurethane clear
finish for wood.

Thomas White, president of the Company, says UGL has not sought
the protection of the Court because it is in need of financial
restructuring.  Instead, it has been forced into chapter 11 as a
result of a flood of asbestos-related complaints asserting
personal injury and wrongful death claims against UGL, among
others, which have been filed against UGL in several state courts
across the country.

According to Mr. White, UGL eliminated asbestos from all products
between 1975 and 1978.  The first asbestos-related suit was
received by the company in 1983.  Between 2002-2005, the pace of
claims quickened until the present date when an inordinate number
of suits have been filed and remain pending.

UGL began manufacturing joint compound (a/k/a joint cement) in
1954 with asbestos and discontinued manufacturing the product with
asbestos in 1975.  UGL did not compete in the larger "joint
compound" business arena.  Instead, it sold small quantities of
that product to lumber, hardware and paint stores.  During that
time, total revenue of joint compound was $965,000.  To date, UGL
and its insurance carriers have paid out over $25 million in
settlements and continue to face a barrage of pending and newly
filed lawsuits.

The Debtor estimated assets of $10,000,001 to $50,000,000 and
debts of $1,000,001 to $10,000,000.  UGL's principal capital
structure consists of cash, equity and a $200,000 line of credit
with PNC Bank.  As of the Petition Date, UGL owed approximately
$2,800 on the PNC LOC, had little secured debt, and outstanding
payables of approximately $1,550,000.

United Gilsonite filed first-day motions seeking relief, among
other things, to: (a) ensure the continuation of the Company's
cash management system and other business operations without
interruption; (b) preserve customer and vendor relationships; (c)
maintain employee morale and confidence; (d) establish certain
other administrative procedures to promote a smooth transition
into chapter 11; and (e) provide for the service of notices to
holders of Asbestos PI Claims through counsel.


UNITED GILSONITE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: United Gilsonite Laboratories, a Pennsylvania Corporation
        1396 Jefferson Avenue
        P.O. Box 70
        Scranton, PA 18509-2425

Bankruptcy Case No.: 11-02032

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel, II

Debtor's Counsel: Mark B. Conlan, Esq.
                  GIBBONS P.C.
                  One Gateway Center
                  Newark, NJ 07102-5310
                  Tel: (973) 596-4545
                  Fax: 973 639-6356
                  E-mail: mconlan@gibbonslaw.com

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

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

The petition was signed by Thomas White, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ashland Chemical Distributions     Trade Debt             $280,783
P.O. Box 371002
Pittsburgh, PA 15250-7002

Momentive Specialty                Trade Debt             $202,922
12850 Collection Center Drive
Chicago, IL 60693

Ambyth Chemical                    Trade Debt              $77,964
18264 East Berry Drive
Aurora, CO 80015

Engineered Polymer Solution        Trade Debt              $76,557

Steel Flow Corp                    Trade Debt              $61,130

E W Kaufmann Co                    Trade Debt              $60,470

BWay Corporation                   Trade Debt              $59,090

New Penn Motor Express             Trade Debt              $31,340

Art Print                          Trade Debt              $28,662

Lubrizol Advanced Materials Inc.   Trade Debt              $27,454

Rohm and Haas Company              Trade Debt              $27,279

DSM Neoresins                      Trade Debt              $26,140

EM Sullivan Associates             Trade Debt              $23,801

Brenntag Northeast Inc.            Trade Debt              $23,298

DH Litter Co Inc.                  Trade Debt              $21,038

M F Cachat Company                 Trade Debt              $20,545

Calucem Inc.                       Trade Debt              $19,245

Plastican                          Trade Debt              $18,123

EKA Chemicals Inc                  Trade Debt              $17,424

Action Personnel Services          Trade Debt              $17,024


WEST END FIN'L: SEC & U.S. Trustee Want Management Replaced
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the U.S. Securities and
Exchange Commission, which has accused West End Financial Advisors
LLC's former leaders of fraud, is joining U.S. trustee Tracy Hope
Davis in seeking independent management for the investment firm.
In court papers filed Tuesday, the SEC and the U.S. trustee cited
concerns about the leadership of Raymond Heslin, West End's
current managing member and general partner, as grounds for the
appointment of a Chapter 11 trustee.  Mr. Heslin isn't among the
four ex-West End officials accused of fraud in the SEC's civil
complaint . "After almost two years in charge, Heslin has utterly
failed to [make] progress [in] important areas," the SEC said,
according to DBR.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge scheduled a hearing on March 30
to determine if there should be a trustee.

Mr. Rochelle recounts that Raymond J. Heslin, who is currently
managing West End, put the company into Chapter 11 on March 15
along with 15 affiliates, shortly after the U.S. District Court
appointed a monitor at the behest of the SEC.

The SEC, according to the Mr. Rochelle's report, says that
Mr. Heslin, although not involved in fraud allegedly occurring
during prior management, is receiving "an exorbitant salary with
benefits and paying his counsel approximately $2.5 million in fees
over the past 18 months."

The Commission, Mr. Rochelle relates, says Mr. Heslin has a
"debilitating conflict of interest" resulting from his
$2.5 million investment in one of the funds.  The Commission
accuses Heslin of favoring "certain chosen investors."

The U.S. Trustee, according to the Bloomberg report, said that
Mr. Heslin's annual salary is $500,000.  Before bankruptcy, West
End was accused by the SEC of committing securities fraud and
misusing client funds.  Mr. Heslin was originally brought in as
general counsel and said he disclosed improper conduct by prior
management to the SEC 10 weeks after starting work.

The Debtors said in papers filed in court that assets totaled
$55.4 million.  Secured debt totals $189.9 million while there are
$4.5 million in unsecured claims.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


Z TRIM HOLDINGS: Receives $3.326MM Funding From Brightline
----------------------------------------------------------
Z Trim Holdings, Inc., received $3.326 million in funding from New
York-based investment firm Brightline Ventures.  The Company sold
Brightline 665,339 shares of convertible Preferred Series II Stock
with an issue price of $5.00 per share, and 4,990,046 warrants
with an exercise price of $1.50 per share.  The Preferred Stock
converts at a price of $1.00 per share into 3,326,697 shares of
the Company's Common Stock, exclusive of an 8% dividend, which is
also convertible into Common Stock.

Brightline's Managing Partner, Ed Smith said, "We are excited to
provide Z Trim with the capital it required to begin realizing the
potential of its food ingredient platform.  We are also pleased to
have a number of strategic former senior food industry executives
as part of our investment group."

"We are extremely grateful to Brightline for helping us reach this
turning point in our Company's history," stated Z Trim Holdings
President, Steve Cohen.  "For the first time, we believe we have
sufficient working capital to fund operations, reach our
production and sales goals, expand our customer base and product
lines, and increase shareholder value.  We feel confident that
this funding will further solidify the confidence of food
manufacturers in our ability to supply them with Z Trim
multifunctional ingredients for years to come."

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.


* $3.47 Billion in Claims Trade Hands February
----------------------------------------------
SecondMarket Inc. said in a report that claims trading in February
followed January trends.  For the second consecutive month, face
value traded increased substantially while the discrete number of
transfers decreased.  The $3.47 billion in face value of claims
traded, up from $2.55 billion in January, was the highest total
since July 2010.  Meanwhile, February's 524 transfers, down from
636 in January, represented the lowest number of monthly transfers
since June 2009.  In addition to the declining number of
transfers, the number of unique debtors with recorded transfers
dropped for the second straight month.  The number of cases being
traded has been declining steadily over the past four months.  The
45 debtors traded this month composed the lowest total since
February 2009.  A copy of SecondMarket's February 2011 Claims
Trading Monthly report is available at:

  http://bankrupt.com/misc/ClaimsTradingMonthly.February20112.pdf


* Canadian Corporate Bankruptcies Increase 7.2% in December
-----------------------------------------------------------
The Financial Post, citing the Office of the Superintendent of
Bankruptcies, reports that bankruptcies in Canada fell 14.2% to
7,058 in December from the month before.  On an annual basis,
bankruptcies fell 13%.

The Financial Post discloses that consumer bankruptcies fell 15.1%
to to 6,699 in December and dropped 13.5% on an annual basis.

The federal agency reported that business bankruptcies however
rose 7.2% to 359 in December while falling 2.4% on an annual
basis, according to the Financial Post.


* McCarter & English Adds Bankruptcy Partner in Boston
------------------------------------------------------
Thomas H. Curran has joined McCarter & English LLP as a partner in
the Bankruptcy & Restructuring practice in Boston.  Mr. Curran
handles all aspects of insolvency law with a particular focus on
creditor rights.

"With nearly 25 years of experience behind him, Thom brings a
wealth of knowledge and expertise to our Boston office that will
be extremely important as the economy continues to revive," said
Burton Winnick, McCarter's office managing partner in Boston.
"His background will help to strengthen our growing practice base
in Boston and provides a great opportunity for the firm to further
advance in this area."

"McCarter has a presence in the Northeast - including Connecticut,
Delaware, Philadelphia, New Jersey and New York - that is
unmatched, which offers me a platform with tremendous access to
key markets," said Mr. Curran. "The Bankruptcy & Restructuring
practice group is well-leveraged with key players, who perfectly
compliment my approach to insolvency matters. I am confident that
together we will continue to build an invaluable and supportive
practice group for clients."

A native Bostonian, Mr. Curran represents secured and unsecured
creditors, committees of creditors, trustees and equity security
holders in bankruptcy and insolvency proceedings as well as
financial institutions and other lenders in out-of-court loan
restructurings, assignments for the benefit of creditors,
foreclosures, repossessions, and the sale of distressed assets and
businesses. He also represents business debtors in workout,
restructuring and bankruptcy matters. Mr. Curran has an extensive
background in commercial and complex business litigation including
veil piercings, corporate officer and director liability,
successor liability and construction and real estate litigation.

In addition, Mr. Curran has represented clients throughout the
United States in over 200 bench trials, jury trials, adversarial
hearings, and in governmental agency administrative hearings. He
has also served as outside general counsel to several national and
regional companies.

Admitted to the Massachusetts Federal and State Bar, U.S. Court of
Appeals for the 5th Circuit and the U.S. Tax Court, Mr. Curran is
a graduate of St. Michaels College in Vermont, where he received
his B.A. He earned his M.B.A., cum laude, from the University of
Southern New Hampshire, and his J.D., cum laude, from the New
England School of Law.

Mr. Curran joins McCarter from the Hinckley, Allen & Snyder LLP's
Boston office, where he was a partner in the Bankruptcy,
Creditors' Rights & Workouts practice group.

                     About McCarter & English, LLP

Established more than 160 years ago, McCarter & English, LLP --
http://www.mccarter.com-- represents Fortune 500 and middle-
market companies in their national, regional and local litigation
and on important transactions. Its 400 attorneys are based in
offices in Boston, Hartford, New York, Newark, Philadelphia,
Stamford, and Wilmington.


* BOOK REVIEW: THE HEROIC ENTERPRISE - Business and the Common
               Good by John Hood.
--------------------------------------------------------------
Beard Books, Washington, D.C. 2004 (reprint of book published by
The Free Press/Division of Simon and Schuster in 1996). 246+xx
pages. $34.95 trade paper, ISBN 1-58798-246-3.

Mr. Hood writes as a counterbalance to ideas that business should
be expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the
highly partisan, pernicious  perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims
to counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Mr. Hood does not aim to stifle or eliminate debate about the
effects of business on society or how business should engage
in business.  What he aims for is dismissing once and for all
myopic and almost utopian conceptions about business and
related erroneous purposes and values of it.  Such conceptions
are worrisome to businesspersons not because they believe they
have any foundation, but because they waste resources and
energy in having to continually correct them so business can
function properly.  And to the extent such myopic conceptions
are believed or entertained by the public, they hamper the
public and politicians in working out policies by which the
greatest benefits of business can be reaped by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will
function smoothly and survive.  Business is distinguished from
government and philanthropy.  "Businesses exist to make and sell
things," whereas by contrast "governments exist to take and
protect things [and] charities exist to give things away."  The
social responsibility for each category of institution is inherent
in its purposes and activities.  For example, businesses alone
cannot solve environmental problems.  Whatever problems which can
be attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should
not be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to
fulfill their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or
fraud?", and "Are corporations putting investments at their
disposal to the most economically productive use?"  Mr. Hood's
perspective in support of business against unfair and irrelevant
criticisms is based on the acknowledgment that business is
operating productively, for the common good, and is open to
cooperative activities with other parts of society in trying to
resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as
a fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
three books and many articles for national publications such as
the Wall Street Journal, he is President and Chairman of the John
Locke Foundation in North Carolina.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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