TCR_Public/110329.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 29, 2011, Vol. 15, No. 87

                            Headlines

3-11 LLC: Case Summary & 3 Largest Unsecured Creditors
64TH PLACE: Case Summary & 11 Largest Unsecured Creditors
94TH AND SHEA: Can Use JPMCC Cash Collateral Until April 30
94TH AND SHEA: Court Sets April 7 Hearing on Plan Outline
A+HC HOLDING: Files Amended Schedules of Assets and Liabilities

A+HC HOLDING: Has Access to BPPR Cash Collateral Until Aug. 31
AEOLUS PHARMACEUTICALS: Efficacy Holds 12.57% Equity Stake
AIR COMFORT: Case Summary & 20 Largest Unsecured Creditors
AIRPORT GARDEN: 3 Hotels Owe $28 Million to GE Capital
ALABAMA AIRCRAFT: Has Cash Collateral Use Only Until May 3

ALIMERA SCIENCES: Deloitte & Touche Raises Going Concern Doubt
ALL AMERICAN GROUP: Suspending Filing of Reports With SEC
ALL AMERICAN GROUP: Stockholders Vote to Accept Merger
ALL AMERICAN GROUP: Deregisters Unsold Securities
ALLY FINANCIAL: Registers Series A Preferred Stock With NYSE

ALLY FINANCIAL: Modifies Terms of Series A Preferred Stock
AMBAC FIN'L: Gets Approval for New Lease at One State Street
AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B+'
AMR CORP: David Boren to Retire From Board Effective May 17
ARADIGM CORP: Recurring Losses Cue Going Concern Doubt

ASHMORE ENERGY: Fitch Affirms & Withdraws 'BB' Ratings
ATCHLEY INC: Case Summary & 20 Largest Unsecured Creditors
AXION INTERNATIONAL: Completes Placement of $1.56MM Pref. Stock
BARNES BAY: Can Pay Up to $600,000 to Critical Vendors
BARNES BAY: Has Court OK to Hire KCC as Claims & Notice Agent

BARZEL INDUSTRIES: Wants May 13 as 2nd Admin. Expense Bar Date
BERNARD L MADOFF: Trustee Responds to Request for His Removal
BIO-KEY INTERNATIONAL: Rotenberg Meril Raises Going Concern Doubt
BIOMED REALTY: Moody's Puts (P)Ba1 Subordinated Debt Shelf Rating
BLOCKBUSTER INC: to Close 185 Stores by March 31

BON-TON STORES: Fitch Upgrades Issuer Default Rating to 'B'
BORDERS GROUP: Wins Final Nod to Pay Employee Obligations
BORDERS GROUP: Begins Liquidation of 26 Additional Stores
BORDERS GROUP: Publishers Remain Cautious of Borders Ch. 11 Plan
BORDERS GROUP: Proposes Key Employee Bonus/Retention Plans

BRAND ENERGY: Moody's Downgrades Corporate Family Rating to 'B3'
BROADCAST INT'L: Converts $784,292 Short-Term Debt Into Equity
CAMBRIDGE HEART: Recurring Losses Prompt Going Concern Doubt
CAPMARK FINANCIAL: To Sell Interest in CSREP for $7.8 Million
CASCADE FINANCIAL: 2010 Loss at $70.3MM; Has Deal to Sell to Opus

CEDAR FUNDING: Owner Wants Trial on Fraud Charges Delayed
CENTER CUT: Moody's Upgrades Corporate Family Rating to 'B3'
CHAMPION ENTERPRISES: Joins Accord Over Hurricane Housing Lawsuit
CHINA CENTURY: MaloneBailey Resigns, Cites Discrepancies
CIT GROUP: Renews $1 Billion Vendor Finance Funding Facility

CLEARWIRE CORP: Goldman's Transfer to Sprint Draws Flak
CLOPAY AMES: S&P Withdraws 'BB-' Corporate Credit Rating
CNL LIFESTYLE: S&P Assigns 'BB-' Corporate Credit Rating
COLONY RESORTS: Ernst & Young Raises Going Concern Doubt
COMPOSITE TECHNOLOGY: Inks Agreements for $100,000 Bridge Loan

CROSS BORDER: Rick Ferguson Discloses 3.0% Equity Stake
CROSS BORDER: Inks 2-Year Contract with New CEO W. Gray
CROSS BORDER: Everett Gray Discloses 6.0% Equity Stake
CRYOPORT INC: Federal Express Agreement Treated Confidential
DELTA AIR: Offers $100,447,000 Pass Through Certificates

DELTA AIR: Two Board Members Depart, Decline Re-Election
DELTA AIR: Faces AFA Lawsuit in District Court
DIAMONDHEAD CASINO: Recurring Losses Cue Going Concern Doubt
DUOYUAN PRINTING: Receives Notices of Suspension from NYSE
EASTMAN KODAK: S&P Assigns 'CCC' Rating to $250 Mil. Senior Notes

ECOSPHERE TECH: Signs Sub-License Pact With Hydrozonix
ECOSPHERE TECH: Registers Add'l 5-Mil. Shares Under Incentive Plan
ENNIS COMMERCIAL: Has Access to Cash Collateral Until September
ENNIS COMMERCIAL: Taps Bill Pfeif as Real Estate Broker
ENTECH SOLAR: EisnerAmper LLP Raises Going Concern Doubt

EVEREST HEIGHTS: Files New List of 20 Largest Unsec. Creditors
EVEREST HEIGHTS: Files Schedules of Assets and Liabilities
FFS DATA: Set to Exit Chapter 11 Bankruptcy
FISHER ISLAND: Judge Permits State Court Litigation to Proceed
FLINT TELECOM: Common Stock Sells at $0.009 Apiece on March 22

FORUM HEALTH: Committee Appeals Ruling Denying Access to Donations
FREDDIE MAC: Reports February Volume Summary
GCIC DEVELOPMENT: Douglas Wilson Named as Off-Panel Trustee
GEOPHARMA INC: In Chapter 11; Has Sold Assets to Reduce Debt
GEOSUN LLC: Case Summary & 3 Largest Unsecured Creditors

G.H. DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
GMX RESOURCES: Inks 2nd Amendment to Loan Pact With Capital One
HARRY & DAVID: Files for Chapter 11 with Plan Deal
HARRY & DAVID: Case Summary & 20 Largest Unsecured Creditors
HERBALIFE LTD: S&P Withdraws 'BB+' Corporate Credit Rating

HOPE SPRINGS: Has New Budget for Cash Use Until April 30
HOPE SPRINGS: U.S. Bank Objects to Plan Exclusivity Extension
INGLES MARKETS: Moody's Confirms Ratings; Outlook Now Negative
INNOVIDA HOLDINGS: Placed in Bankruptcy by Receiver
INNOVIDA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

ISTAR FINANCIAL: Fitch Upgrades Issuer Default Rating to 'B-'
J. DOUGLASS: Case Summary & 20 Largest Unsecured Creditors
JAMES RIVER: Prices 6.65-Mil. Shares at $23.50 Apiece in Offering
JAMES RIVER: Announces Pricing of $200-Mil. Conv. Senior Notes
JAMES RIVER: Prices Offering of $275-Mil. of 7.875% Sr. Notes

JAMES RIVER: Underwriters Purchase Add'l 997,500 Common Shares
JOHNNY ROCKETS: Burger Chain Has More Than $2.9 Mil. in Debt
JUMA TECHNOLOGY: Assigns Maintenance Agreements to Carousel
KEEWAYDIN GROUP: Case Summary & 3 Largest Unsecured Creditors
KEPPY FAMILY: Case Summary & 4 Largest Unsecured Creditors

KIEBLER RECREATION: Has Deal for Cash Access Until April 30
KRONOS INTERNATIONAL: Completes Redemption of EUR80MM Sr. Notes
LEHMAN BROTHERS: Proposes to Invest in New York Properties
LEHMAN BROTHERS: Proposes Settlement With Aegis Mortgage
LEHMAN BROTHERS: LCPI Wants to Purchase Notes Issued by Pine CCS

LEHMAN BROTHERS: LCPI Seeks Nod of Innkeepers Bankruptcy Deal
LEHMAN BROTHERS: Wins Nod of Note Purchase Deal with Bankhaus
LEHMAN BROTHERS: Wins OK to Sell Stake in Quadrant Structured
LEXICON UNITED: Jeffrey Nunez Resigns as Officer & Director
LIQUIDMETAL TECHNOLOGIES: Ends Joint Venture With SAGA S.p.a

LIQUIDMETAL TECHNOLOGIES: Mark Hansen Elected to Board
LITTLE TOKYO: Plan Outline Hearing Continued to March 29
LITTLE TOKYO: Enters into First-Citizens Deal to Exit Bankruptcy
LIZ CLAIBORNE: To Offer $200 Million Senior Secured Notes
LIZ CLAIBORNE: Expects Q1 Negative Adj. EBITDA of $11MM to $17MM

LOCATEPLUS HOLDINGS: YA Global Assigns Debenture to Gulabtech
MARINA BIOTECH: Recurring Losses Cue Going Concern Doubt
MATT BUILIDING: Voluntary Chapter 11 Case Summary
MAYPORT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
MERISANT CO: S&P Assigns 'B-' Corporate Credit Rating

MICHAELS STORES: Moody's Gives Positive Outlook, Keeps B3 Rating
MILLAR WESTERN: Moody's Assigns 'B3' Rating to Senior Notes
MILLAR WESTERN: S&P Assigns 'B-' Rating to US$200 Mil. Notes
MONARCH APEX: Case Summary & Largest Unsecured Creditor
MORGANS HOTEL: Gery Yoav Does Not Own Any Securities

MSR RESORT: Has Court's Nod to Pay Critical Construction Claims
MYSPACE INC: Has Difficulty Attracting Advertisers
NATIONAL SPECIALTY: S&P Assigns 'B' Corporate Credit Rating
NEOMEDIA TECHNOLOGIES: Reports $35.09MM Net Income in 2010
NEOMEDIA TECHNOLOGIES: Kingery & Crouse Raises Going Concern Doubt

NEUROLOGIX INC: Incurs $10.16 Million Net Loss in 2010
NEW LIFE: Services Provider for Disabled Has $4.4-Mil. in Debts
NEW ORIENTAL: Howard Barth Resigns as Board Member
NEWSOM PROPERTIES: Case Summary & Unsecured Creditor
NEXAIRA WIRELESS: Extends Maturity of Gemini Note to Oct. 31

NOT REALLY: Case Summary & 7 Largest Unsecured Creditors
NOVADEL PHARMA: Registers Common Stock Under Section 12(g)
OTTER TAIL: Green Plains Completes Ethanol Plant Purchase
OVERLAND STORAGE: Clinton Group Discloses 16.8% Equity Stake
PALM HARBOR: Wants Plan Exclusivity Until May 27

PALM HARBOR: Joins Accord Over Hurricane Housing Lawsuit
PARADISE GROWERS: Case Summary & 2 Largest Unsecured Creditors
PARTSEARCH TECHNOLOGIES: Best Buy Wins Auction for Business
PATRIOT NATIONAL: Incurs $15.40 Million Net Loss in 2010
PAXTON MEDIA: Moody's Withdraws 'B2' Corporate Family Rating

PC GROUP: BDO Raises Going Concern Doubt; Debt Due at Year-End
PECANS OF QUEEN: Receives Court Confirmation of Chapter 11 Plan
PINK MOON: Bankr. Court Will Hold Status Conference on April 5
PLATINUM STUDIOS: Appoints Lawrence White to Board of Directors
QSGI INC: Expects to Emerge from Ch. 11 After May 26 Conference

QUANTUM FUEL: Sr. Lenders Demand $250,000 Under Term Note B
REAL MEX RESTAURANTS: Incurs $17.78 Million Net Loss in 2010
REAL MEX RESTAURANTS: Anthony Polazzi Appointed Board Chairman
REDCO DEV'T: U.S. Trustee, et al., Object to Plan Outline
REMY INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating

RIVER ROAD: Lenders Fine-Tune Chapter 11 Plan
RIVERGATE APARTMENT: Case Summary & 8 Largest Unsecured Creditors
ROCHELLE HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
ROLL SEVERIN: SpareBank 1 SMN Acquires Polaris Media ASA Shares
SAGUARO RANCH: Faces May 27 Foreclosure Action

SARGENT RANCH: Douglas Wilson Named as Off-Panel Trustee
SCANCELLI PRINTS: Voluntary Chapter 11 Case Summary
SHUBH HOTELS PITTSBURGH: Withdraws Reorganization Plan
SIGNATURE RENTALS: Case Summary & 8 Largest Unsecured Creditors
SOCIETY OF JESUS: Makes Settlement for Chapter 11 Plan

SPROUTS FARMERS: S&P Assigns 'B+' Corporate Credit Rating
STATION CASINOS: Has Deal to Transfer Green Valley to Fertittas
STATION CASINOS: PropCo to Turn Over $12.5MM to Mortgage Lenders
STATION CASINOS: Wins Ruling of Zero Income Tax Liability
SUMMIT BUSINESS: Court Fixes April 29, 2011 Claims Bar Date

SUMMIT BUSINESS: Files Schedules of Assets & Liabilities
SUMMIT BUSINESS: Gets Final Okay to Obtain $5-Mil. DIP Financing
SUN KING: Case Summary & 12 Largest Unsecured Creditors
T3 MOTION: To Deliver Presentation Materials to Chardan Capital
TASTY BAKING: Delays Filing of Form 10-K Due to Liquidity Issues

THORNBURGH RESORT: Loyal Land Wants to Proceed With Foreclosure
THREE LOS AMIGOS: Case Summary & 8 Largest Unsecured Creditors
TORTILLA, INC: Creditors Oust 5 Family Members From Garduno's
TRIBUNE CO: Judge Carey Weighs Naming Trustee in Chapter 11 Case
TRIBUNE CO: Noteholders Say Plan Does Not Abuse Ch. 11 Process

TRIBUNE CO: Noteholders Win Standing to Sue 2007 LBO Shareholders
TRIPLE POINT: S&P Assigns Corporate Credit Rating at 'B'
TRIUS THERAPEUTICS: Incurs $23.86 Million Net Loss in 2010
TRIUS THERAPEUTICS: To Offer 964,945 Common Shares to Employees
TSG INCORPORATED: Court Extends Solicitation Date to March 30

TWO BROTHERS: Voluntary Chapter 11 Case Summary
UNIGENE LABORATORIES: Amends 80.76MM Common Stock Registration
UNITED WESTERN: Named Defendant in Colorado Securities Suit
VERDUGO MENTAL: Case Summary & 20 Largest Unsecured Creditors
VILLAGE AT CAMP BOWIE: Court OKs Holts Lunsford as Leasing Broker

VILLAGE AT CAMP BOWIE: Wants Plan Exclusivity Until June 15
VILLAGE AT CAMP BOWIE: Taps Houseman for Filing Tax Returns
VITRO SAB: Investors Object to U.S. Units Financing from Parent
VUZIX CORP: Has $2-Mil. Revolver From Bridge Bank
WALTHAM WAY: Case Summary & Largest Unsecured Creditor

WOLVERINE TUBE: Disclosure Statement Hearing Adjourned to March 30
XTREME OIL: LBB & Associates Raises Going Concern Doubt
XODTEC LED: Restates Form 10-K for Fiscal 2010 to Correct Errors
ZEUS INVESTMENTS: Crowne Plaza Hotel in Chapter 11

* Lower Middle Borrowers Unable to Tap High Yield Debt Markets
* LPS' Mortgage Report Shows Enormous Backlog of Foreclosures

* District Judge Fullam Mulls Retirement

* Large Companies With Insolvent Balance Sheets

                            *********

3-11 LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 3-11, LLC
        33 Myopia Road
        Hyde Park, MA 02136

Bankruptcy Case No.: 11-12520

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Ann Brennan, Esq.
                  ANN BRENNAN LAW OFFICES
                  P.O. Box 435
                  Weymouth, MA 02188
                  Tel: (781) 267-5148
                  E-mail: annbrennanlaw@yahoo.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab11-12520.pdf

The petition was signed by Walter E. Hilliard, Jr., manager.


64TH PLACE: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 64th Place, LLC
        6100 Center Drive, #1200
        Los Angeles, CA 90302

Bankruptcy Case No.: 11-22910

Chapter 11 Petition Date: March 24, 2011

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

Judge: Ellen Carroll

Debtor's Counsel: Richard H. Gibson, Esq.
                  GIBSON LAW PC
                  21800 Oxnard Street, #310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950
                  Fax: (818) 716-7995
                  E-mail: Rick@GibsonLawLA.com

Scheduled Assets: $927,400

Scheduled Debts: $1,482,546

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-22910.pdf

The petition was signed by Charles Quarles, president of Bedford
Group, the managing member.


94TH AND SHEA: Can Use JPMCC Cash Collateral Until April 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered, on
March 11, 2011, its second interim order granting 94th and Shea,
L.L.C., permission to use cash collateral of JPMCC 2007-CIBC19
Shea Boulevard, LLC, pursuant to a budget, through and including
April 30, 2011, with a 10% variance permissible on a category
basis.

JPMCC has asserted a claim against the Debtor, allegedly secured
by the Debtor's The Shops And Office at 9400 Shea Property in
Scottsdale, Arizona, in the amount of approximately $21 million.

As adequate protection, JPMCC is granted a replacement lien in the
cash collateral that is held in the Debtor's debtor-in-possession
operating accounts, to the same extent, and with the same validity
and priority, as existed prior to the filing of the Debtor's
bankruptcy cases.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.  It also owns
approximately 3.5 acres of adjacent land, which the Debtor
describes as the "Outparcel."  The members are 9400 Shea
Investors, LLC, the Goodhue Family Partnership, LLLP, and the
Rosso Family Partnership, LLLP.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart, P.C., serve as counsel to the Debtor.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


94TH AND SHEA: Court Sets April 7 Hearing on Plan Outline
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on April 7, 2011, at 10:00 a.m. to consider approval of
the disclosure statement explaining 94th and Shea, L.L.C.'s
proposed plan of reorganization.  Objections are due not more than
five business days prior to the hearing.

With the exception of priority claims under Class 1, all the
creditors of the Debtor are impaired under the terms of the Plan.
All priority claims will be paid in full, in cash, on or before
the Effective Date of the Plan.

JPMCC's allowed secured claim will be limited to the value of its
collateral, which the Debtor believes to be in the range of
between approximately $7 million and $9 million.  The remainder of
JPMCC's allowed claim will be treated as a general unsecured claim
in Class 5.  The Debtor intends to pay JPMCC's allowed secured
claim in full, with interest at the Plan Rate, over a period of 10
years.  Monthly principal and interest payments on the New JPMCC
Note will be based upon a 25 year amortization schedule, with any
remaining amounts of principal and interest to be fully due and
payable on the 10th anniversary of the Effective Date.

JPMCC has asserted a claim against the Debtor, allegedly secured
by the Debtor's The Shops And Office at 9400 Shea Property in
Scottsdale, Arizona, in the amount of approximately $21 million.

Pursuant to the Plan terms, unsecured claims will share, pro rata,
in a distribution of the sum of $150,000 in cash paid by the
Reorganized Debtor, from the New Value contribution, on the 90th
day following the Effective Date of the Plan.  In addition, the
Reorganized Debtor will issue to each holder of an allowed
unsecured claim its pro rata portion of a $500,000 subordinated
debenture payable to holders of allowed unsecured claims.  The
subordinated debenture, which will not accrue interest, will be
secured by a second position lien in the Debtor's Property, and
will be fully due and payable on the 10th anniversary of the
Effective Date of the Plan or upon the sale or refinancing of the
Real Property.

The holder of the equity interests in the Debtor under Class 7
will purchase the equity interests in the Reorganized Debtor by
the contribution of cash to the Reorganized Debtor, on the
Effective Date, in the amount of $500,000, (i.e., the New Value).
If the Court determines, under the circumstances, that the New
Value to be contributed by the Interest Holder is insufficient, or
that other parties-in-interest should be allowed to bid for the
equity interests in the Reorganized Debtor, then other interested
parties may bid for the equity interests in the Reorganized
Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/94THandShea.DS.pdf

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.  It also owns
approximately 3.5 acres of adjacent land, which the Debtor
describes as the "Outparcel."  The members are 9400 Shea
Investors, LLC, the Goodhue Family Partnership, LLLP, and the
Rosso Family Partnership, LLLP.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart, P.C., serve as counsel to the Debtor.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


A+HC HOLDING: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
A+HC Holding, Inc., has filed with the U.S. Bankruptcy Court for
the District of Puerto Rico amended schedules of its assets and
liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                         $45,713
B. Personal Property                  $4,030,707
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $23,970,136
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $403,632
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,884,263
                                      -----------      -----------
      TOTAL                            $4,076,420      $29,258,031

A copy of the Schedules of Assets and Liabilities, as amended, is
available for free at:

       http://bankrupt.com/misc/a+hcholding.amendedSAL.pdf

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, is a regional pharmacy chain operating throughout Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. P.R. Case No. 11-01428) on Feb. 24, 2011.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law Office,
serves as the Debtor's bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as financial consultant.


A+HC HOLDING: Has Access to BPPR Cash Collateral Until Aug. 31
--------------------------------------------------------------
A+ HC Holding, Inc., and Banco Popular de Puerto Rico ("BPPR"), as
the owner as of April 30, 2010, of all credit relationships among
the Debtor, its affiliates and guarantors, and Westernbank Puerto
Rico, ask the U.S. Bankruptcy Court for the District of Puerto
Rico to approve on an expedited basis their joint stipulation on
the use of cash collateral and adequate protection.

As explained in the motion, the Debtor has no debtor-in-possession
financing and, thus, requires the use of cash collateral to
satisfy operating expenses pending the approval and consummation
of the sale of substantially all of its saleable assets.

Pursuant to the joint stipulation, the Debtor will be authorized
to use BPPR's cash collateral solely to satisfy the permitted
expenditures in the amounts as stated in the budget, for the
period commencing on the Petition Date and ending on Aug. 31,
2011.

As adequate protection, Debtor grants to BPPR a replacement lien
and a post-petition security interest on all of the assets and
Collateral acquired by Debtor on and after the Petition Date, to
the same extent and priority, and on the same types of property,
as BPPR's liens and security interests in the pre-petition
Collateral.

As additional adequate protection, BPPR is granted a super-
priority claim in an amount equal to any diminution in value of
the pre-petition Collateral, including, without limitation, BPPR's
interest in the cash Collateral, with priority over all
administrative expenses specified in Sections 503(b) and 507 of
the Bankruptcy Code.

As further adequate protection, Debtor also agrees that upon the
consummation of any sale of substantially all or any of Debtor's
assets the proceeds of such sale will be paid immediately and
indefeasibly to BPPR.

As of the Petition Date, Debtor had incurred obligations to Banco
Popular that amount to approximately $23,970,135, secured by
substantially  all of the Debtor's assets.

A copy of the joint stipulation on use of cash collateral and
adequate protection is available for free at:

   http://bankrupt.com/misc/a+hc.cashcollateralstipulation.pdf

                        About A+HC Holding

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, is a regional pharmacy chain operating throughout Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. P.R. Case No. 11-01428) on Feb. 24, 2011.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law Office,
serves as the Debtor's bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as financial consultant.  In
its amended schedules, the Debtor disclosed $4,076,420 in assets
and $29,258,031 in total liabilities.


AEOLUS PHARMACEUTICALS: Efficacy Holds 12.57% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Efficacy Capital, Ltd., and its affiliates
disclosed that they beneficially own 7,516,219 shares of common
stock of Aeolus Pharmaceuticals, Inc., representing 12.57% of the
shares outstanding.  As of Feb. 10, 2010, a total of 59,784,050
shares of common stock were outstanding.

                   About Aeolus Pharmaceuticals

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

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

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


AIR COMFORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Air Comfort Company, Inc.
        3704 Moffett Road
        Mobile, AL 36618

Bankruptcy Case No.: 11-01178

Chapter 11 Petition Date: March 24, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alsb11-01178.pdf

The petition was signed by Stanley E. Small, president.


AIRPORT GARDEN: 3 Hotels Owe $28 Million to GE Capital
------------------------------------------------------
The News-Times, in Danbury, Connecticut, reports that Airport
Garden Investors LLC, which has filed for Chapter 11 protection,
owes $28 million to General Electric Capital.

Citing court filings, The News-Times relates that GE Capital is
the lender on all three hotels owned by Garden Investors.  Hilton
Garden Inn Columbus Airport has a $13 million mortgage and is
worth $7 million.  The Hampton Inn is encumbered by a $12 million
lien on a property the owner says is worth $7.8 million.  Comfort
Suites Columbus Airport has a $3 million mortgage and allegedly is
worth $1.34 million.

Based in Dublin, Ohio, Airport Garden Investors LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 11-
52556) on March 15, 2011.  Judge Charles M. Caldwell presides over
the case.  Robert J. Morje, Esq., represents the Debtor.  The
Debtor estimated assets between $1 million and $10 million, and
debts between $10 million and $50 million.


ALABAMA AIRCRAFT: Has Cash Collateral Use Only Until May 3
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
although Alabama Aircraft Industries Inc. won permission to
continue using cash representing secured lenders' collateral, the
victory for the Alabama-based aircraft repair facility could be
short-lived depending on the outcome of an April 14 hearing with
Boeing Co.  Even if AAI overcomes Boeing, the right to use cash
ends May 3 unless extended.

Mr. Rochelle relates that Chicago-based Boeing contends it has the
rights of a secured creditor on account of an $8 million claim
arising from a subcontract where AAI performs heavy maintenance on
U.S. Air Force tankers.  Boeing says AAI was late in completing
work in "many instances" and was half a year behind in some.

                        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.


ALIMERA SCIENCES: Deloitte & Touche Raises Going Concern Doubt
--------------------------------------------------------------
Alimera Sciences, Inc., filed on March 25, 2011, its annual report
on Form 10-K for the year ended Dec. 31, 2010.

Deloitte & Touche LLP, in Atlanta, Georgia, expressed substantial
doubt about Alimera Sciences' ability to continue as a going
concern.  The independent auditors noted of the Company's
recurring net losses, negative cash flow from operations,
accumulated deficit, and current lack of a commercial product.

The Company reported a net loss of $13.9 million for 2010,
compared to a net loss of $44.2 million for 2009.

The Company is not currently generating revenues, and does not
currently expect to generate revenue from the sale of ILUVIEN
until late 2011 at the earliest, if at all.

The Company's balance sheet at Dec. 31, 2010, showed $56.4 million
in total assets, $11.2 million in total liabilities, and
stockholders' equity of $45.2 million.

A complete text of the annual report on Form 10-K is available for
free at http://is.gd/nr54KK

Alpharetta, Ga.-based Alimera Sciences, Inc. (NASDAQ: ALIM)
-- http://www.alimerasciences.com/-- is a biopharmaceutical
company that specializes in the research, development and
commercialization of prescription ophthalmic pharmaceuticals.
Presently, Alimera is focused on diseases affecting the back of
the eye, or retina.  Its advanced product candidate ILUVIEN is an
intravitreal insert containing fluocinolone acetonide (FAc), a
non-proprietary corticosteroid with demonstrated efficacy in the
treatment of ocular disease.  ILUVIEN is in development for the
treatment of DME, a disease of the retina that affects individuals
with diabetes and can lead to severe vision loss and blindness.


ALL AMERICAN GROUP: Suspending Filing of Reports With SEC
---------------------------------------------------------
All American Group, Inc., filed a Form 15 notifying the Securities
and Exchange Commission of its suspension of its duty under
Section 15(d) to file reports required by Section 13 of the
Securities Exchange Act of 1934 with respect to its common stock.
The Company is suspending reporting because there are currently
less than 300 holders of record of the common stock.  As of
March 22, 2011, there was only one holder of record.

                     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.


ALL AMERICAN GROUP: Stockholders Vote to Accept Merger
------------------------------------------------------
On March 22, 2011, at a special meeting of All American Group,
Inc.'s shareholders, AAG's shareholders voted to adopt the
Agreement and Plan of Merger, dated as of November 8, 2010, by and
among All American Group Holdings, LLC, a Delaware limited
liability company ("Acquiror"), All American Acquisition
Corporation, an Indiana corporation ("Acquisition Sub"), AAG and
Richard M. Lavers, as Shareholders Representative and approve the
merger of Acquisition Sub with and into AAG contemplated thereby.

The adoption of the Merger Agreement and approval of the Merger
required the affirmative vote of the holders of a majority of the
outstanding common shares, without par value, of AAG that were
entitled to vote at the Special Meeting.  An aggregate of
36,757,069 Common Shares were entitled to vote.  Holders of
24,956,684 Common Shares voted in favor of the Merger, holders of
3,427,022 Common Shares voted against the Merger, and holders of
647,662 Common Shares abstained.

AAG and William P. Johnson, as Trustee, entered into a Liquidating
Trust Agreement, creating the Specialty Vehicles Liquidating Trust
under Indiana law.  Mr. Johnson is the former Chairman of the
Board of AAG.  Units of beneficial interest in the Liquidating
Trust will be issued to former shareholders of AAG as part of the
consideration in the merger.  A copy of the Liquidating Trust
Agreement is available for free at http://is.gd/Rsv7Cw

If AAG's Specialty Vehicles business is sold within the time
periods and for the minimum net proceeds provided for the in the
merger agreement, the Liquidating Trust will receive the net
proceeds of that sale in excess of $5 million and distribute such
excess to the holders of the Units.

AAG filed, on March 24, 2011, Articles of Merger with the
Secretary of State of the State of Indiana, pursuant to which
Acquisition Sub merged with and into AAG, with AAG continuing as
the surviving corporation.  As a result of the Merger, AAG became
a wholly owned subsidiary of Acquiror.  Under the terms of the
Merger Agreement, at the effective time of the Merger, each Common
Share was canceled and ceased to exist, and except for those
Common Shares held by AAG or its subsidiaries, Acquiror or its
affiliates, or shareholders that perfect their dissenters' rights
under Indiana law, automatically converted into the right to
receive $0.20 in cash, without interest, and one Unit of the
Liquidating Trust.  Each Common Share held by Acquiror or its
affiliates was converted into a right to receive one Unit of the
Liquidating Trust.  Common Shares held by shareholders that
perfected dissenters' rights under Indiana law ceased to be
outstanding and entitle the holder only to the rights provided
under Indiana law.

Before the effective time of the Merger, all outstanding options
to purchase Common Shares, whether or not exercisable or vested,
were canceled.  Each such option had an exercise price in excess
of the amount of the Merger Consideration.

                     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.


ALL AMERICAN GROUP: Deregisters Unsold Securities
-------------------------------------------------
All American Group, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to Form S-8
registration statement filed with the SEC on Dec. 21, 2000,
pertaining to the registration of 2,000,000 common shares, without
par value, of AAG, issuable under the Coachmen Industries, Inc.,
2000 Omnibus Stock Incentive Program, $3,000,000 of Supplemental
Deferred Compensation Plan Obligations under the Coachmen
Industries, Inc., Supplemental Deferred Compensation Plan, and an
indeterminate amount of interests under the Coachmen Industries,
Inc., Retirement Plan and Trust.

All American Group Holdings, LLC, All American Acquisition
Corporation, and AAG entered into an Agreement and Plan of Merger,
dated as of Nov. 8, 2011, which contemplated, among other things,
the merger of Acquisition Sub with and into AAG, with AAG
continuing as the surviving corporation and becoming a wholly
owned subsidiary of Acquiror.  The Merger was consummated on
March 24, 2011.

As a result of the consummation of the transactions contemplated
by the Merger Agreement, AAG has terminated all offerings of its
Common Shares and other securities pursuant to the Registration
Statement.  Accordingly, pursuant to the undertaking contained in
the Registration Statement to remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering, AAG is
filing this Post-Effective Amendment to the Registration Statement
to deregister all of the Common Shares and other securities
registered under the Registration Statement that remained unissued
as of the effective time of the Merger.

                     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.


ALLY FINANCIAL: Registers Series A Preferred Stock With NYSE
------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a Form 8-A regarding the registration of its fixed
rate/floating rate perpetual preferred stock, Series A,
liquidation amount $25 per share, with the New York Stock
Exchange.

                       About Ally Financial

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

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

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

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

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

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


ALLY FINANCIAL: Modifies Terms of Series A Preferred Stock
----------------------------------------------------------
Ally Financial Inc. filed a Certificate of Amendment of Amended
and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware.  Pursuant to the Amendment, Ally's
Certificate of Incorporation, which included the terms of Ally's
Fixed Rate Perpetual Preferred Stock, Series A, was amended to
modify certain terms of the Original Series A Preferred.  As part
of the Amendment, the Original Series A Preferred was redesignated
as Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock,
Series A and the liquidation amount was reduced from $1,000 per
share to $25 per share.  The Amendment and a corresponding
amendment to Ally's bylaws also increased the authorized number of
shares of Amended Series A Preferred to adjust for the decreased
liquidation amount per share.  The Amendment and the corresponding
amendment to Ally's Bylaws became effective March 25, 2011.

A full-text copy of the Amended and Restated Certificate of
Incorporation is available for free at http://is.gd/hGnBXW

                       Underwriting Agreement

On March 1, 2011, pursuant to a registration rights agreement
dated as of June 30, 2009 between Ally Financial Inc. and GM
Preferred Finance Co. Holdings LLC, GM HoldCo notified Ally of its
intent to sell shares of Ally's Fixed Rate Perpetual Preferred
Stock, Series A, liquidation amount $1,000, held by GM HoldCo as a
result of the conversion of GMAC LLC, the predecessor to Ally,
from a Delaware limited liability company into a Delaware
corporation in an underwritten public offering.  On March 22, 2010
Ally previously filed a shelf registration statement relating to
the Existing Series A Preferred with the U.S. Securities and
Exchange Commission to facilitate such a resale.

On March 22, 2011, Ally entered into an Underwriting Agreement
with GM HoldCo and Credit Suisse Securities (USA) LLC, Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Barclays Capital Inc., as representatives of the
Underwriters named therein, pursuant to which GM HoldCo agreed to
sell to the Underwriters 40,870,560 shares of the Amended Series A
Preferred following the Amendment.

The offering is subject to customary closing conditions and is
expected to close on the date hereof.  Ally will not receive any
proceeds from the offering of the Amended Series A Preferred.

A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/9FWxSh

                        About Ally Financial

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

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

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

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

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

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


AMBAC FIN'L: Gets Approval for New Lease at One State Street
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ambac Financial Group Inc. was authorized by the bankruptcy judge
last week to enter into a new lease with the landlord for the
headquarters in Manhattan's Wall Street district.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings of American Axle &
Manufacturing Holdings, Inc., and its American Axle &
Manufacturing, Inc. subsidiary:

AXL

  -- Issuer Default Rating to 'B+' from 'B'.

AAM

  -- IDR to 'B+' from 'B';
  -- Secured credit facility rating to 'BB/RR2' from 'BB-/RR2';
  -- Senior secured notes rating to 'BB/RR2' from 'BB-/RR2';
  -- Senior unsecured rating to 'B-/RR6' from 'CCC/RR6'.

AXL's ratings apply to a $296 million secured revolving credit
facility, $425 million of senior secured notes and $550 million of
senior unsecured notes.  The Rating Outlook for both AXL and AAM
is Stable.

The ratings for AXL and its AAM subsidiary reflect the improvement
seen in the drivetrain and driveline supplier's credit profile
over the past year as conditions in the global light vehicle
market have improved.  In particular, the company has benefited
from the resurgence in pickup and sport-utility production at
General Motors Company and Chrysler Group LLC, AXL's two largest
customers, following the production stoppages that took place
during the bankruptcies of GM and Chrysler in 2009.  In addition,
AXL continues to diversify its revenue base away from light
trucks, and its backlog of recently awarded new business wins is
heavily weighted toward cars and crossover vehicles.  Despite the
improvement in diversifying its revenue base, the company remains
highly dependent upon U.S. light truck production, which is a
near-term risk with rising fuel prices.  However, the company made
significant progress in reducing its cost base during the
recession and is in a stronger position to withstand a potential
downturn in near-term light truck demand.

In order to lessen its reliance on GM truck production, AXL has
been focused over the past several years on diversifying its
product portfolio, customer base and geographic sales composition.
To this end, over half of the company's $850 million three-year
new business backlog covers non-GM customers and 60% is for
programs sourced outside the U.S. In addition, over two-thirds of
the backlog covers passenger car, crossover and commercial vehicle
programs.  With the change in business mix, AXL estimates that by
2013, net sales derived from GM's GMT900 full-size pickups and
sport-utility vehicles will comprise 44% of the company's sales
mix, down from about 58% in 2010.  At the same time, various car
and crossover related programs will generate 19% of the company's
revenue, up from 11% in 2010.  Although AXL will remain highly
exposed to GM's GMT900 platform for the foreseeable future, the
diversification of the company's revenue base will help to reduce
that exposure over time.  In addition, Fitch expects the company's
new products, including its EcoTrac all-wheel drive and e-AAM
electric AWD systems (the latter produced through a joint venture
with Saab AB), to help increase its penetration in the global car
and crossover markets.

With improving global auto market conditions and increased
production of light trucks at GM and Chrysler, AXL's revenue grew
by 50% in 2010 to $2.28 billion.  At the same time, operating cost
reductions undertaken during the recession resulted in substantial
growth in the company's EBITDA margin, as calculated by Fitch, to
15.1% from 6.6% in 2009.  The increase in margins, augmented by a
reduction in capital spending to $116 million from $142 million in
2009, led to the company producing $124 million of free cash flow
in 2010, up from negative free cash flow of $126 million in the
year-earlier period.  This allowed the company to reduce debt by
about $61 million in 2010, primarily through the repayment of
$60 million of secured revolving credit facility borrowings.  In
addition to debt reduction, AXL also used the increased free cash
flow to grow its cash liquidity position by $67 million to
$245 million at year-end 2010.

The decline in debt, increased EBITDA and higher free cash flow
has led to a meaningful improvement in AXL's credit protection
metrics over the past year.  At year-end 2010, leverage
(debt/EBITDA) stood at 2.9 times, down from 10.7x at year-end
2009, while EBITDA interest coverage was 3.7x, up from only 1.1x
one year earlier.  Total liquidity stood at $615 million,
including $245 million of cash and cash equivalents, $270 million
of secured revolving credit facility availability, and access to
an undrawn $100 million second-lien term loan facility provided
by GM that matures in December 2013 (although AXL can end the
agreement as early as June 30, 2011).  Debt obligations maturing
in 2011 total only $26 million.  AXL's global pension plans
were only 62% funded at Dec. 31, 2010, however, with a projected
benefit obligation of $665 million and plan assets of
$412 million.  The company estimates that its required cash
pension funding in 2011 will be $25 million.

Beginning July 1, 2011, AXL has the option to terminate an
expedited payment program that it initiated with GM in 2009.  The
program has expedited GM's payments to AXL on a net 10 days basis,
rather than GM's previous terms which called for payments on a 45-
day basis.  In return for the expedited payments, AXL has provided
GM with a 1% early payment discount.  AXL has estimated that
terminating the program and transitioning GM to 50-day payment
terms would result in an approximately $150 million decline in
operating cash flow if the change is made this year.  In such a
case, Fitch projects that free cash flow could be mildly negative
in 2011, particularly given AXL's estimate that capital spending
will equal about 6% of sales, or roughly $144 million, this year.
Fitch believes that if AXL ends the program this year, it may seek
to bolster its liquidity with one or more capital transactions.

The greatest risk facing AXL's credit profile in the near term is
the potential for another slowing of the global economy.  However,
this risk is offset somewhat by the company's increasingly diverse
customer base and lower cost structure, both of which have
positioned the company to better withstand another downturn in the
auto market.  Also, a lack of meaningful debt maturities until
2014 further helps to mitigate liquidity risk over the next
several years.  Another risk is the potential for rising fuel
prices in the U.S. to result in a decline in light truck demand,
as over 80% of the company's revenue in 2010 was derived from
light truck production.  However, Fitch believes that light
truck demand is increasingly driven by customers seeking the
capabilities that only trucks can deliver.  As such, Fitch
projects that light truck demand will remain relatively stable
over the intermediate term, even as fuel prices increase, which
will help to support AXL's production levels while the company
continues to increase its penetration on car platforms.

The Recovery Rating of 'RR2' on AAM's secured revolving credit
facility reflects its strong collateral coverage, including
virtually all of the assets of AXL and AAM, and its superior
recovery prospects (estimated in the 70% to 90% range) in a
distressed scenario.  The Recovery Rating of 'RR6' on AAM's senior
unsecured notes reflects estimated recovery prospects in the 0% to
10% range in a distressed scenario.

AXL's Outlook could be revised to Positive or the ratings upgraded
in the intermediate term if the company continues to diversify its
customer base, reduce leverage and increase the funded status of
its pension plans.  On the other hand, AXL's Outlook could be
revised to Negative or the ratings downgraded if light vehicle
production declines as a result of a cooling of the global economy
or if a decline in light truck production, driven either by fuel
prices or economic factors, results in a material reduction in the
company's production volumes.


AMR CORP: David Boren to Retire From Board Effective May 17
-----------------------------------------------------------
David L. Boren notified AMR Corporation and American Airlines,
Inc., that he plans to retire from the Board of Directors of each
company, effective May 17, 2011.

                       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.


ARADIGM CORP: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------
Aradigm Corporation filed on March 25, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Odenberg Ullakko Muranishi & Co LLP, in San Francisco, Calif.,
expressed substantial doubt about 's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations.

The Company reported a net loss of $5.4 million on $4.4 million of
revenue for 2010, compared with a net loss of $13.8 million on
$4.9 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $7.6 million
in total assets, $3.0 million in total liabilities, and
stockholders' equity of $4.6 million.

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

                       http://is.gd/39fj09

Hayward, Calif.-based Aradigm Corporation is an emerging specialty
pharmaceutical company focused on the development and
commercialization of drugs delivered by inhalation for the
treatment of severe respiratory diseases by pulmonologists.


ASHMORE ENERGY: Fitch Affirms & Withdraws 'BB' Ratings
------------------------------------------------------
Fitch Rating has affirmed and simultaneously withdrawn AEI's
ratings:

  -- Foreign currency Issuer Default Rating 'BB';
  -- Senior secured bank credit facility 'BB';
  -- Senior secured term loan 'BB'.

This rating action affects approximately US$1 billion of debt,
which has been paid in full.  It follows the company's repayment
of all of its outstanding debt obligations after divesting a
significant portion of its assets.  Fitch will no longer provide
coverage of AEI.


ATCHLEY INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Atchley, Inc.
        dba Powerline Construction
        P.O. Box 868
        Ashton, ID 83420

Bankruptcy Case No.: 11-40394

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Monte C. Gray, Esq.
                  GRAY LAW OFFICES, PLLC
                  P.O. Box 37
                  Pocatello, ID 83204
                  Tel: (208) 478-1250
                  E-mail: montegray@cableone.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb11-40394.pdf

The petition was signed by Thomas Atchley, director.


AXION INTERNATIONAL: Completes Placement of $1.56MM Pref. Stock
---------------------------------------------------------------
Axion International Holdings Inc., on March 22, 2011, completed an
initial closing of a Private Placement of its 10% Convertible
Preferred Stock in an aggregate principal amount of $1,564,980.
The Preferred Stock has a stated value of $10.00 per share.  The
Preferred Stock and any interest thereon may be converted into
common shares of the Company at any time by the Investor at the
initial conversion rate of $1.25 per common share.  The holders of
the Preferred Stock will be entitled to receive dividends at the
rate of 10% per annum payable quarterly.  The Dividends will not
be declared and paid or set aside for any series or other class of
stock ranking junior to the Preferred Stock as to dividends or
liquidation rights until all dividends have been paid in full on
the Preferred Stock.  The dividends on the Preferred Stock are
payable, at the option of the Company, in cash, if permissible, or
in additional shares of common stock.  The Preferred Stock is not
subject to any anti-dilution provisions other than for stock
splits and stock dividends or other similar transactions.  The
holders of the Preferred Stock will have the right to vote with
the Company's stockholders in any matter.  The number of votes
that may be cast by a Preferred Shareholder will equal the Stated
Value of the Preferred Stock purchase divided by the Conversion
Ratio.  The Preferred Stock will be redeemable by the Investor any
time 3 years from the initial closing period.  The Preferred Stock
may be converted into Company common stock by the Investor at the
Conversion Ratio.  The Preferred Stock may be converted by the
Company, provided that the variable weighted average price of the
Company's common stock has closed at least at $4.00 per share for
60 consecutive trading days and during such 60 day period, the
shares of common stock issuable upon conversion of the Preferred
Stock have either been registered for resale or are issuable
without restriction pursuant to Rule 144 of the Securities Act of
1933, as amended.

If the Company's net revenues for the 12 months ended Dec. 31,
2011, are less than $10,000,000 as reported in the Company's
audited financial statements, then the Conversion Ratio will be
reduced to $1.00, and Investors will be entitled to receive
warrants to purchase a number of shares of common stock of the
Company equal to 50% of the number of shares of common stock
issuable upon conversion of the Preferred Stock at the Conversion
Ratio.  The Warrants will expire Dec. 31, 2015 and they will have
an initial exercise price of $1.00 per share and will provide for
cashless exercise at any time the underlying shares of common
stock have not been registered for resale under the Securities Act
of 1933 or are issuable without restriction pursuant to Rule 144
of the Securities Act.  The common stock underlying the Preferred
Stock, the common stock issued as dividends and the common stock
underlying the Warrants will carry incidental "piggyback"
registration rights.

The Company paid registered broker/dealers, members of FINRA, a
commission of 10% of the principal amount of the Preferred Stock
placed by them and issued a placement agent warrant to purchase
10% of the number of shares of Preferred Stock sold to such
Investors.

The Company issued the Preferred Stock to Accredited Investors
only pursuant to Rule 506 of Regulation D and Section 4(2) of the
Securities Act of 1933, as amended.  The securities offered in the
Private Placement have not been registered under the Securities
Act, or any state securities laws, and unless so registered, may
not be sold in the United States except pursuant to an exemption
from or in transaction not subject to the registration
requirements of the Securities Act and applicable state securities
laws.  This is neither an offer to sell nor a solicitation of an
offer to buy any of these securities.

                     About Axion International

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

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

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


BARNES BAY: Can Pay Up to $600,000 to Critical Vendors
------------------------------------------------------
Barnes Bay Development Ltd., et al., sought and obtained
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to pay up to $600,000
prepetition claims of critical vendors.

The Debtors said that they purchase goods or services from vendors
or service providers that, as an actual or practical matter, may
be the only suppliers of the goods or services available to the
Debtors.  "These goods or services are essential for the
Debtors to continue to produce the luxury resort experience
commensurate with the high level of quality their customers
expect.  Because the Debtors do not have any viable alternatives
to obtain substitute goods or services from other suppliers or
parties, the Debtors have determined that they must have the
authority to satisfy the pre-petition claims of the critical
vendors to ensure that these essential goods and services will
continue to be available to them without interruption," the
Debtors stated.

According to the Debtors, there are a limited number of vendors
who can provide the necessary goods and services to ensure the
continued, uninterrupted operation of The Viceroy Anguilla Resort
and Residences.  "In some cases, literally no other local vendor
or supplier can supply the required goods or services.  In other
cases, substitute goods or services from other potential vendors
or suppliers may theoretically be available, but these alternate
vendors or suppliers cannot provide goods or services that meet
the Debtors' requirements for quality, quantity or reliability, or
cannot ensure availability on a cost-efficient and timely basis in
the locations required by the Debtors.  As a result, the Debtors
cannot rely on such 'alternate' sources to supply these essential
goods or services.  In the case of service providers in
particular, if the Debtors lose these relationships, their revenue
would suffer and their ability to continue to operate and, thus,
reorganize, would be in serious jeopardy," the Debtors said.

The critical vendors identified by the Debtors include, inter
alia, suppliers of goods and services necessary for (i) the
operation of the Property and (ii) the Debtors' ongoing
construction projects.

The Debtors intend to pay the critical vendor claims in either a
lump sum payment or over time based on negotiations with each
critical vendor and only to the extent that the payments are
necessary to preserve the Debtors' businesses.  The approximate
aggregate proposed payment for critical vendor claims is $558,000.
The Debtors said that in the event this amount exceeds $600,000,
the Debtors will seek further approval from the Court for payment
of critical vendor claims.

                          About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.

Barnes Bay filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10792) on March 17, 2011.  Affiliates Kor Duo II,
LLC, and  Kor Duo Investment Partners II, LP, also filed Chapter
11 petitions.  Barnes Bay disclosed that as of as of Dec. 31,
2010, it had $531 million in assets and $462 million in debt.

Charles R. Gibbs, Esq., Michael P. Cooley, Esq., and Sara J.L.
Wahl, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, serve as counsel to the Debtors.  Paul N. Heath, Esq., and
Chun I. Jang, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, have been tapped as co-counsel.  Kurtzman
Carson Consultants LLC is the claims and noticing agent.


BARNES BAY: Has Court OK to Hire KCC as Claims & Notice Agent
-------------------------------------------------------------
Barnes Bay Development Ltd., et al., sought and obtained
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to employ Kurtzman Carson
Consultants LLC as claims, noticing, solicitation and balloting
agent.

KCC will, among other things:

     (i) serve as the noticing agent to mail notices to the
         estates' creditors, equity security holders, and parties
         in interest;

    (ii) provide computerized claims, objection, solicitation, and
         balloting services; and

   (iii) provide expertise, consultation, and assistance in claim
         and ballot processing and other administrative services
         with respect to the Debtors' bankruptcy cases.

The Debtor will pay KCC for its services, expenses and supplies at
the rates or prices set by KCC and in effect as of the date of the
service agreement in accordance with the KCC fee structure.  A
copy of the agreement is available for free at:

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

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, assures the Court that the firm is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.

                          About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.

Barnes Bay filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10792) on March 17, 2011.  Affiliates Kor Duo II,
LLC, and  Kor Duo Investment Partners II, LP, also filed Chapter
11 petitions.  Barnes Bay disclosed that as of as of Dec. 31,
2010, it had $531 million in assets and $462 million in debt.

Charles R. Gibbs, Esq., Michael P. Cooley, Esq., and Sara J.L.
Wahl, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, serve as counsel to the Debtors.  Paul N. Heath, Esq., and
Chun I. Jang, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, have been tapped as co-counsel.


BARZEL INDUSTRIES: Wants May 13 as 2nd Admin. Expense Bar Date
--------------------------------------------------------------
Barzel Industries, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to establish May 13, 2011, at 5:00 p.m.
as the last day (the "Second Administrative Expense Claims Bar
Date") for the filing of requests for the allowance of Chapter 11
administrative expenses, specifically for those claimants
asserting an administrative expense claim that was incurred or
arose during the period from and after Jan. 1, 2010, through and
including March 31, 2011.

On Jan. 5, 2010, the Court entered its "First Administrative
Expense Claims Bar Date Order", establishing Feb. 25, 2010, as the
last day for filing of administrative claims against the Debtors
arising from the petition date through Dec. 31, 2009.

The motion does not seek to extend the bar date for any
administrative expense claims that was required to be filed on or
prior to the first administrative expense claims bar date.

                     About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases.  J. Kate Stickles,
Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, and Gerald H.
Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000.


BERNARD L MADOFF: Trustee Responds to Request for His Removal
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities Inc., tersely replied to a request by a
group of customers that he be replaced and investigated for his
stewardship of the case.  In a one-page letter to the bankruptcy
judge on March 25, the trustee's lawyers said the request to
remove the trustee was a "baseless, fallacious, and unprofessional
attack upon the integrity of the Trustee and his counsel."

Mr. Rochelle notes that the customers' request for a trustee
wasn't contained in a motion of its own.  Rather, it was included
in reply papers on a motion where the customer group wants the
bankruptcy judge at a March 30 hearing to revoke approval given to
a $220 million settlement in early 2010.  The trustee said that
asking for a new trustee in a reply brief is "procedurally flawed"
and should be "summarily rejected" by the bankruptcy court.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIO-KEY INTERNATIONAL: Rotenberg Meril Raises Going Concern Doubt
-----------------------------------------------------------------
BIO-key International, Inc., filed on March 23, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, New Jersey, expressed substantial doubt about BIO-key's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered substantial net losses in
recent years, and has an accumulated deficit at Dec. 31, 2010.

The Company reported a net loss of $306,789 on $3.5 million of
revenues for 2010, compared to a net loss of $4.7 million on
$2.4 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $5.3 million
in total assets, $4.7 million in total liabilities, and
stockholders' equity of $569,335.

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

                       http://is.gd/k5UwPu

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.


BIOMED REALTY: Moody's Puts (P)Ba1 Subordinated Debt Shelf Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to BioMed
Realty, L.P.'s $400 million senior unsecured notes.  Moody's
concurrently affirmed BioMed Realty Trust, Inc.'s issuer rating at
Baa3, BioMed Realty, L.P. senior unsecured debt at Baa3 and
assigned ratings to the REIT's and L.P.'s shelves.  The rating
outlook remains stable and reflects Moody's expectation that
BioMed will continue to follow a conservative business strategy
focused on high-quality biomedical properties, consistent credit
metrics and adequate liquidity, while maintaining leadership in
its core markets and measured, strategic growth.

                        Ratings Rationale

Moody's Baa3 rating reflects BioMed's high-quality portfolio of
laboratory/office properties typically clustered in core life
science markets.  The REIT's assets are concentrated in the seven
core life science markets (Boston -- 33.6% of rents; San
Francisco--15.8%; San Diego--15.5%; Maryland -- 15.4%: New
York/New Jersey -- 10%; Pennsylvania-4.4%; Seattle-2.2%) and are
often clustered near highly regarded research and academic
institutions like Harvard, MIT and Stanford.  The REIT has a good
market position in this niche property type, which Moody's view as
attractive given the sector's high barriers to entry and exit.
Industry fundamental demand trends are favorable with demographics
driving the need for better, more cost efficient therapeutics -
the crux of BioMed's tenants' research and business models.

These strengths are counterbalanced by BioMed's high tenant and
geographic concentration with the largest tenant (Human Genome
Sciences) and market (Boston) comprising 12% and 34% of revenues,
respectively.  Furthermore, BioMed's tenant credit quality is
mixed, including large pharmaceutical companies, research
institutions, and development stage biotechnology companies.

Net debt/recurring EBITDA increased from 5.8x at YE09 to 6.03x at
YE10 due to refinancings and secured debt/gross assets declined
from 26% at YE09 to 15% at YE10 due to the issuance of unsecured
notes in 2010.

Moody's indicated that positive rating movement would be
predicated on BioMed achieving increased size (gross assets above
$6 billion), while maintaining Net Debt/EBITDA below 5x; secured
debt/gross assets below 10%; reducing tenant concentration (top
two tenants comprising less than 10% of revenues); and increasing
fixed charge coverage closer to 3x.

A downgrade could occur if Net Debt/EBITDA were to approach 7x;
fixed charge coverage (including capitalized interest) were to
fall below 2x; or a material shift in BioMed's financing or growth
strategy, inclusive of ramping up joint ventures or fund activity.

The last rating action with respect to BioMed was on April 23,
2010 when Moody's assigned BioMed a Baa3 senior unsecured rating
with a stable outlook.

These ratings were affirmed with a stable outlook:

* BioMed Realty Trust, Inc. -- Baa3 issuer rating.
* BioMed Realty, L.P. -- Senior unsecured debt at Baa3.

These ratings were assigned with a stable outlook:

* BioMed Realty Trust, Inc. -- Senior debt shelf at (P)Baa3,
  subordinated debt shelf at (P)Ba1, and preferred stock shelf at
  (P)Ba1.

* BioMed Realty, L.P. -- $400 million senior unsecured debt at
  Baa3, senior debt shelf at (P)Baa3, and subordinated debt shelf
  at (P)Ba1.

BioMed Realty Trust, Inc., is a real estate investment trust
focused on Providing Real Estate to the Life Science Industry(R).
The company's tenants primarily include biotechnology and
pharmaceutical companies, scientific research institutions,
government agencies and other entities involved in the life
science industry.  BioMed owns or has interests in 85 properties,
representing 147 buildings with approximately 12.2 million
rentable square feet.  At Dec. 31, 2010, BioMed reported
$4.0 billion in total assets and $2.3 billion in total equity.


BLOCKBUSTER INC: to Close 185 Stores by March 31
------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
that Blockbuster Inc. disclosed on March 24 that it will close
185 stores by the end of the month.  The remaining stores will go
up for auction April 4 with an opening bid of $290 million. The
stalking-horse offer won't pay half of the $630 million in secured
first-lien bonds.  The hearing for approval of the sale will take
place April 7.  After bankruptcy, Blockbuster rejected about 220
leases for stores previously closing.  Blockbuster said it would
close 72 additional stores by the end of 2010 and about 110 more
this quarter.  Blockbuster began reorganization in September with
5,600 stores, including 3,300 in the U.S.  About 200 stores closed
before bankruptcy.

                      About Blockbuster Inc.

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

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

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

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

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

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

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

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


BON-TON STORES: Fitch Upgrades Issuer Default Rating to 'B'
-----------------------------------------------------------
Fitch Ratings has upgraded its ratings on The Bon-Ton Stores,
Inc., including the Issuer Default Rating to 'B' from 'B-'.  The
Rating Outlook is Stable.

The upgrades reflect the return of the company's credit metrics
back to 2006 levels and an improved liquidity position and Fitch's
expectation that credit metrics will remain relatively stable over
the next 24 months.  Adjusted debt/EBITDAR improved to 5.0 times
in 2010 (for the fiscal year ended Jan. 29, 2011) from 5.9x in
2009 and 7.6x in 2008, given an improvement in EBITDA and
continued debt pay down with free cash flow.

Fitch expects Bon-Ton's leverage will remain relatively stable in
the low 5.0x range over the intermediate term.  This reflects
comparable store sales growth in the low single-digit range and
modest pressure on EBITDA from higher commodity and labor costs in
2011 and the first half of 2012, offset somewhat by continued debt
reduction.  Risks include lower than expected comparable store
sales growth or higher than expected gross margin compression if
department store retailers are unable to pass along planned cost
increases via higher retail prices in a retail environment that
has not seen apparel inflation for almost two decades.
Discretionary spending in 2011 could also be pressured by
commodity cost increases in staples such as food and gas.

The ratings continue to reflect below industry average comparable
store sales trends and operating profitability.  The company's
comparable store sales trends have been negative for eight of the
past 10 years.  However, Bon-Ton's top line has grown in line with
the department store sector over the past five years, as industry
sales have shrunk by almost 10% since 2006.  Fitch expects Bon-
Ton's market share to remain relatively stable over the
intermediate term, given industry growth expectation of +/-1% in
2011 and 2012.

In terms of profitability, Bon-Ton's EBITDA margin improved to
8.2% in 2010 from 7.1% in 2009 and 5% in 2008.  However, the
company's margins have typically been 150 to 250 basis points
lower than its large department store peers (excluding luxury)
over the past five years and is currently over 350 bps lower than
investment grade rated retailers such as Kohl's, J.C. Penney and
Macy's.  Bon-Ton would have to see a sustained improvement in top
line growth and store productivity to narrow the margin gap.

From a liquidity perspective, Bon-Ton had $16 million in cash and
cash equivalents and $397 million available under its previous
$675 million asset-based revolving credit facility (after
deducting the minimum borrowing availability of $75 million the
company must maintain at all times) at the end of 2010.  This is a
significant improvement from the $283 million in excess
availability at the end of 2009 and $194 million at the end of
2008.  Bon-Ton paid down $75 million in second lien term loans due
November 2013 (which carried an interest of 15.75%) at the
beginning of February with excess capacity on its credit facility.
In addition, the company has put in place a new five year credit
facility of $625 million this week with better pricing and less
restrictive terms.  The company's liquidity position is expected
to remain strong and Bon-Ton should continue to pay down debt with
free cash flow which Fitch expects to be in the range of
$25 million-$50 million annually over the next three years.

The issue ratings are derived from the IDR and the relevant
recovery rating, based on Fitch's recovery analysis that places a
liquidation value of $765 million under a distressed scenario.

Bon-Ton's senior secured credit facility is rated 'BB/RR1',
indicating outstanding recovery prospects (91%-100%) in a
distressed scenario.  The company amended and extended its credit
facility this week, replacing its $675 million credit facility due
June 4, 2013, with a $625 million credit facility due March 21,
2016.  The credit facility has reduced pricing and less
restrictive covenants pertaining to debt incurrence, asset
sales, and restricted payments The financial covenant requires
Bon-Ton to have minimum excess availability in an amount greater
than or equal to the greater of (i) 10% of the lesser of: (a) the
total commitments and (b) the borrowing base and (ii) $50 million.
This replaces the covenant requiring minimum excess availability
of $75 million at all times.  The facility is secured by a first
lien on substantially all of the assets of the borrowing entities
and guarantors, except for certain mortgaged real property
supporting the mortgage loan facilities.

The $237 million mortgage loan facility due March 6, 2016 is rated
'B+/RR3', indicating good recovery prospects (51%-70%).  The
facility is secured by mortgages on 23 stores and one distribution
center.  These properties are owned by bankruptcy-remote special
purpose entities.  The $510 million of senior unsecured notes due
March 15, 2014 are rated 'B-/RR5', and are considered to have
below average recovery prospects (11%-30%).

Fitch has upgraded Bon-Ton's ratings with a Stable Outlook:

The Bon-Ton Stores, Inc.

  -- Issuer Default Rating to 'B' from 'B-'.

The Bon-Ton Department Stores, Inc.

  -- IDR to 'B' from 'B-';

  -- $625 million senior secured credit facility to 'BB/RR1' from
     'BB-/RR1';

  -- $510 million senior unsecured notes to 'B-/RR5' from
     'CC/RR6'.

Bonstores Realty One and Two, LLC

  -- IDR to 'B' from 'B-';
  -- $238 million mortgage loan facility to 'B+/RR3' from 'B/RR3'.


BORDERS GROUP: Wins Final Nod to Pay Employee Obligations
---------------------------------------------------------
Bankruptcy Judge Martin Glenn authorized Borders Group Inc. and
its units, on a final basis, to pay or otherwise honor all
employee obligations, and all costs and expenses incident to those
obligations, including those employee obligations that:

  (i) were or are due and payable and relate to the period
      before the Petition Date; and

(ii) are or become due and payable or relate to the period
      after the Petition Date, without further order of the
      Court.

The Debtors are also authorized to maintain and continue to honor
their practices, programs, and policies for their Employees with
respect to the Employee Obligations as they were in effect as of
the Petition Date, provided that no Employee will be paid an
amount exceeding $11,725 in accrued and unpaid prepetition wages
or salaries.

The Debtors are permitted to pay compensation owed to the
supplemental workforce through the corresponding agencies.  The
Debtors are also permitted to pay compensation owed to
independent contractors, of up to $11,725 per Independent
Contractor.

Judge Glenn held that any payments made pursuant to the Debtors'
Severance Plan and Severance Agreements in accordance with the
Court's order will be subject in all respects to the provisions
of Section 503(c)(2) of the Bankruptcy Code.  Severance Payments,
and payments that may come due under Severance Agreements, are
the only payments pursuant to the Debtors' existing severance
programs that the Debtors are authorized to make pursuant to the
Final Employee Obligations Order, Judge Glenn ruled.

Neither the Final Employee Obligations Order, nor any payments
made by the Debtors pursuant to the Employee Obligations Motion
or the Final Order, will be deemed to change the classification
of any claim or to in any way change the rights or create new
rights of any Employee or other person, including, without
limitation, the creation of any right to payment entitled to
administrative expense priority pursuant to Sections 503 and 507
of the Bankruptcy Code.

The Debtors' banks are authorized and directed, when the Debtors
ask, to receive, honor, process, and pay, to the extent of funds
on deposit, any and all checks or electronic transfers drawn on
the Debtors' Bank Accounts relating to the Employee Obligations,
including those checks or electronic transfers that have not
cleared the Banks as of the Petition Date.

Similarly, nothing contained in the Final Employee Obligations
Order will be deemed to constitute the assumption or rejection of
any employee benefit plan, employment agreement, or any other
contract, program, or agreement under Section 365 of the
Bankruptcy Code, and the Debtors' rights are reserved.

                 18,100 Employees on Payroll

Borders Group Inc. and its units employ about 18,100 employees, of
whom 6,100 are full-time employees, 11,400 are part-time
employees, and 600 are contingent employees who are required to
work one shift per month and usually do so at special events.
About 16,340 employees are paid on an hourly basis and 1,760
employees are paid a fixed salary.

In the ordinary course of business, the Debtors incur payroll and
various other obligations for their Employees and provide other
benefits to their Employees for the performance of services,
namely:

  (A) Compensation Obligations.  The Debtors' average monthly
      gross payroll based on the last 12 months is $26 million
      per month.  As of the Petition Date, the accrued and
      unpaid prepetition salaries and wages total about
      $9 million and that about $50,000 in payroll checks from
      previous pay periods are outstanding and have not been
      cashed by Employees and former Employees.

  (B) Payroll Tax Obligations.  In connection with the salaries
      and wages paid to Employees, the Debtors are required by
      law to withhold from their Employees' wages amounts
      related to federal, state, and local income taxes, as well
      as social security and Medicare taxes and to remit the
      same to the applicable taxing authorities.

  (C) Garnishment Obligations.  In the ordinary course of
      processing the Employees' payroll, the Debtors may be
      required by law, in certain circumstances, to withhold
      certain amounts for garnishments such as tax levies, child
      support, and other court-ordered garnishments.

  (D) Supplemental Workforce Obligations.  In the ordinary
      course of business, the Debtors utilize the services of
      certain employment agencies to engage a supplemental
      workforce to work for the Debtors, primarily in their
      distribution centers and in various information technology
      and administrative support functions.

  (E) Independent Contractors Obligations.  Like the
      Supplemental Workforce, the number of Independent
      Contractors is in constant flux to meet the Debtors'
      business needs.

  (F) Business Expenses.  The Debtors customarily pay for a
      variety of their Employees' business-related expenses
      incurred in performing their employment obligations.

  (G) Incentive Obligations.  The Debtors have customarily
      maintained discretionary bonus and incentive programs for
      their Employees designed to encourage exceptional Employee
      performance for the benefit of the Debtors' business.
      Under the Debtors' incentive program for retail store
      management whereby eligible employees may receive up to
      $25,000 per quarter, the Debtors pay bonuses under the
      Field Bonus Plan for 30 to 40 Employees for the fourth
      quarter of 2010 during the interim period.  The Debtors
      also estimate that they will pay bonuses under a Shrink
      Bonus Plan to 890 employees for the fiscal year ended
      Jan. 29, 2011, totaling $2.5 million, during the interim
      period.  The Debtors further estimate paying about $6,000
      to 41 distribution center managers that are eligible for a
      monthly bonus under a Distribution Center Management Bonus.
      In addition, about 840 Employees are eligible for weekly
      incentives and payout of those bonuses is about $55,000 per
      pay period.

  (H) Severance Payments.  The Debtors maintain a discretionary
      pay plan for all Employees who are not party to a separate
      severance agreement with them, or an individual employment
      agreement with them that provides for severance benefits.
      As of the Petition Date, about 529 Employees who held
      titles junior to Vice President were receiving Severance
      Payments.

  (I) Employee Benefit Plans.  In the ordinary course of
      business, the Debtors have established various benefit
      plans and policies for their Employees that can be divided
      into health plans, welfare plans, vacation time, employee
      savings and retirement plans and other benefit plans.

The Debtors relate that they incurred these accrued and unpaid
amounts under the Employee Obligations as of the Petition Date:

      Obligations                         Unpaid Amount
      -----------                         -------------
      Incentive Obligations                 $2,561,000
      Severance Payments                     1,200,000
      Payroll Obligations                    1,100,000
      Business Expenses                        375,000
      Supplemental Workforce Obligations       361,324
      Garnishment obligations                   57,000
      Compensation Obligations                  11,725
      Employee Benefit Plans                   777,775

                        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: Begins Liquidation of 26 Additional Stores
---------------------------------------------------------
Borders Group, Inc. commenced on March 24, 2011, store closing
sales at 26 locations:

  (1) 4980 Stockdale Hwy, Bakersfield, California 93309

  (2) Emery Bay Public Market, 5800 Shell Mound St, Emeryville,
      California 94608

  (3) 7000 Marketplace Avenue, Goleta, California 93117

  (4) 1501 Vine St., Hollywood, California 90028

  (5) McCarthy Ranch Marketplace, 15 Ranch Drive, Milpitas,
      California 95035

  (6) 120 Crescent Dr., Pleasant Hill, California 94523

  (7) 11160 Rancho Carmel Drive, San Diego, California 92128

  (8) 588 Francisco Blvd. West, San Rafael, California 94901

  (9) 1499 Post Road, Fairfield, Connecticut 06430

(10) 1041 High Ridge Rd., Stamford, Connecticut 06905

(11) 3637 Peachtree Rd Ne Suite C, Atlanta, Georgia 30319

(12) 270 Dairy Rd., Kahului, Hawaii 96732

(13) 94-821 Lumiaina Street, Waikele Center, Waipahu, Hawaii
      96797

(14) 4100 University Ave., West Des Moines, Iowa 50265

(15) 3232 Lake Ave., Wilmette, Illinois 60091

(16) 4320 Coldwater Rd., Fort Wayne, Indiana 46805

(17) 8675 River Crossing Blvd., Indianapolis, Indiana 46240

(18) 9108 Metcalf St., Overland Park, Kansas 66212

(19) 255 Grossman Dr., Braintree, Massachusetts 02184

(20) 476 Boston Turnpike, Shrewsbury, Massachusetts 01545

(21) 2740 E 21St Street, Tulsa, Oklahoma 74114

(22) 1 S Broad, Philadelphia, Pennsylvania 19107

(23) 2525 Westend, Nashville, Tennessee 37203

(24) Fountains On The Lake, 12788 Fountain Lake Circle,
      Stafford, Texas 77477

(25) 2000 South Commons, Federal Way, Washington 98003

(26) 2508 S 38Th Street, Tacoma, Washington 98409

Borders added the Emeryville, California, store in an updated
store closure list posted in its reorganization Web site on
March 24, 2011, a copy of which is available for free at:

  http://bankrupt.com/misc/Borders_Mar24StoreClosingList.pdf

A joint venture composed of Hilco Merchant Resources, LLC, Gordon
Brothers Group, SB Capital Group, LLC, and Tiger Capital Group
disclosed in a March 24, 2011 public statement that nearly $50
million of inventory including books, magazines, music and movie
media, calendars, posters and more would be liquidated.

Discounts from 20% to 40% with limited exceptions are offered on
all merchandise at these newly announced locations.  Consumers
will enjoy very substantial savings on the entire stock of books
in every category, including new releases, best sellers,
textbooks, rare and collectible books and children's books.
There are also significant price reductions on thousands of music
CDs, video DVDs and Blu-Ray, arts and crafts items, language
learning systems, games, puzzles and more.

Borders Rewards programs, including Borders Rewards Plus, remain
in effect.  Customers can continue to earn and redeem their
Rewards in all stores and on Borders.com.  Gift cards will also
be honored as usual.

The liquidation of inventory and store fixtures is being managed
by the Hilco-Gordon Brothers joint venture.  A spokesperson for
the joint venture said, "This is an important opportunity for
consumers to benefit from very compelling discounts on a vast
assortment of literature, entertainment media and much more.
Based on the tremendous response to the store closing sales
already underway at 200 other Borders locations, we believe that
today's value conscious consumers will take advantage of the
exciting savings at these new locations.  We anticipate that this
will be a short sale."

Based in Northbrook, Illinois, Hilco Merchant Resources
(www.hilcomerchantresources.com) provides a wide range of
analytical, advisory, operational, asset monetization and capital
investment services to help retailers define and execute
strategic initiatives.

Founded in 1903, Gordon Brothers Group (www.gordonbrothers.com)
is a global advisory, restructuring and investment firm
specializing in the retail, consumer products, industrial and
real estate sectors.

SB Capital Group, a Schottenstein affiliate, is a leader in the
field of asset recovery, rescue finance, restructuring and
strategic store closing events.

Tiger Capital Group (www.tigergroupllc.com) specializes in the
planning, promotion, and management of store-closing events in
connection with mergers, acquisitions, downsizing, corporate
divestitures and Chapter 11 proceedings.

                        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: Publishers Remain Cautious of Borders Ch. 11 Plan
----------------------------------------------------------------
Book publishers are wary of Borders Group, Inc.'s turnaround plan
as the bookseller hopes to exit bankruptcy in September, Jaclyn
Trop of The Detroit News reports.

According to The Detroit News, Borders' biggest hurdle is not a
viable turnaround plan but the unpaid publishers that are taking
steps to secure their business in the wake of the bookstore
chain's bankruptcy.  This "powerful bloc's unwillingness" to turn
unpaid bills into loans helped force Borders to declare
bankruptcy, Ms. Trop points out.

Van Conway, turnaround expert, said there is no need for Borders'
creditors to cut a deal with the company since they are unlikely
to be paid in full, The Detroit News relays.

Matt Norcross, owner of McLean & Eakin Booksellers, however,
noted that given few major distribution channels for books,
publishers care deeply about Borders' fate, the report relates.

"Publishers feel ambivalent about Borders' financial prospects,"
commented Al Greco, a marketing professor at Fordham University's
Graduate School of Business, The Detroit News notes.

While publishers do not want to lose Borders as a major
distribution channel, they do not want their businesses to suffer
because of the booksellers' poor business decision, Mr. Greco
explained, according to the report.

The Detroit News mentions that two publishers are demanding
payment from Borders.  Other publishers and creditors also do not
believe that Borders has a turnaround plan that is much different
from what it has done before, and they do not see it surviving in
an industry that is quickly turning to e-books and electronic
readers, Mr. Greco further stated, the report states.

Borders has acknowledged it is dependent on publishers due to the
nature of its business, The Detroit News notes.  Borders CEO Mike
Edwards said during a March 11 conference call that "it is
critical that new inventory hit our shelves," the news article
recounts.  Borders' largest vendors make up 63% of the Company's
2010 sales.

Borders recently filed a motion with the bankruptcy court,
seeking to modify trade terms with vendors to improve inventory.
Borders narrated that as its financial difficulties were
publicized, many publishers refused to ship merchandise under any
terms.

                        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: Proposes Key Employee Bonus/Retention Plans
----------------------------------------------------------
Borders Group, Inc. and its debtor affiliates seek permission
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of new York to implement a key employee
incentive plan and a key employee retention plan.

The publicity surrounding the Debtors' prepetition restructuring
negotiations, the commencement of these Chapter 11 cases, and the
Debtors' store closing sales and attendant workforce reductions
have raised substantial concerns for the Debtors' employees and
exacerbated these difficulties, David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, tells Judge
Glenn.

About 25 significant corporate employees have voluntarily
departed from the Debtors since the Petition Date, according to
Mr. Friedman.  The Debtors, he notes, have also reduced corporate
headcount by over 55% in the last two years and during that same
period, over 85 director-level employees and officers exited the
company.

Recognizing that further employee losses will damage their
estates, the Debtors have formulated new management bonus and
incentive programs based on advice from Mercer (US) Inc. to
ensure that the management team is appropriately incentivized to
maximize their opportunity to reorganize.

                   Key Employee Incentive Plan

The Debtors propose to implement the KEIP for 17 key executives
who are deemed critical to the Debtors' restructuring and
reorganization efforts.

For the five highest-level Executives, target award opportunities
range from 90% to 150% of base salary and have an average award
size of $623,000.  For the other 12 Executives, target award
opportunities range from 60% to 90% of base salary and have an
average award size of $135,000.  KEIP awards are set at 150% of
historic annual incentive targets, and payout opportunities range
from 0% to 150% of target.

The size of KEIP awards will be determined upon the date of
either (i) the filing of a Chapter 11 plan of reorganization, or
(ii) the date on which an order is entered by the Court approving
a sale of all or substantially all of the Debtors' assets as a
going concern.  No amounts will be earned or paid if the Debtors
confirm a plan of liquidation or consummate a sale to
liquidators.

The possible payouts for Executives under the KEIP are:

                         Number of  KEIP Target  KEIP Maximum
Position                Executives    Range        Range
--------                ---------- ----------- --------------
Chief Executive Officer     1       $1,125,000     $1,688,000

Executive Vice              3         $420,000       $630,000
Presidents                         to $720,000  to $1,080,000

Senior Vice President,      1         $248,000       $371,000
Human Resources

Other Key Executives       12      Aggregating    Aggregating
(Senior Vice President              $1,623,000     $2,435,000
and Vice Presidents)
                         ---------- ----------- --------------
    Total                            $4,736,000     $7,104,000
                                    =========== ==============

The Executives' awards under the KEIP are based on the timing of
an "Award Determination Event:"

  * For the Executives to obtain maximum KEIP awards, an Award
    Determination Event must occur within six months from the
    Petition Date, or by August 16, 2011.

  * To obtain target KEIP awards, an Award Determination Event
    would have to occur by nine months from the Petition Date,
    or by November 16, 2011.

  * Awards would be interpolated for Award Determination Events
    occurring between August 17, 2011 and November 15, 2011.

  * Payment of the KEIP awards will occur on the date that is 30
    days after either (i) the effective date of a plan of
    reorganization, or (ii) the closing of a going concern sale.

In a supporting declaration, John Dempsey, a partner at Mercer,
disclosed that 70% of the 17 recommended KEIP participants have
less than 18 months of service with the Debtors, and of the 70%,
50% have less than one year of service.  Because of the short
tenure, these leaders have been unable to earn any incentive
compensation for the risks taken in working for a company with
significant operational and market obstacles, he stressed.

                   Key Employee Retention Plan

As to the KERP, the Debtors seek to implement a retention plan
for about 25 director-level employees that are critical to their
day-to-day business operations.  A group of other key employees,
referred to as the Discretionary Employees, would also
participate in a discretionary pool under the KERP, based on the
judgment of the Debtors' Executive Committee, which will be
comprised of the Debtors' five highest-level Executives.

The Debtors estimate that the total aggregate payout under the
KERP will be approximately $1.2 million, consisting of
approximately $933,000 for the Critical Employees and $300,000
for the Discretionary Employees.

"The KERP amounts, added to the KEIP's maximum cost, totals
approximately $8.3 million, which represents 0.36% of the
Debtors' 2010 revenue," Mr. Friedman relates.

Lump sum award payments are equal to approximately 30% of each
Critical Employee's base salary, commensurate with the historical
Annual Performance Bonus Plan, and, as with the KEIP, would be
made on the date that is 30 days after either (i) the effective
date of a plan of reorganization, or (ii) the closing of a going
concern sale.  The KERP, however, is not tied to the timing of an
Award Determination Event as is the KEIP.

Proposed individual award amounts to Critical Employees have been
pre-determined, and range from $28,000 to $53,000, depending on
the particular Critical Employee's position, responsibilities and
other business considerations.  The average award size is
$37,000.

Individual awards to Discretionary Employees from the
Discretionary Pool would not exceed $20,000 per Discretionary
Employee, and would likewise be made at the same time as payments
to Critical Employees.

Holly Felder Etlin, Borders Group senior vice president, filed a
declaration stating that if the KERP is not implemented, the
Debtors fear that many of the KERP Employees may seek alternative
career opportunities, which would impede the Debtors' ability to
execute on critical business and restructuring initiatives.  Put
simply, the Debtors cannot afford to lose their most talented and
valuable director-level corporate employees during this crucial
time, she maintained.

                    Employment Agreements

The Debtors further seek the Court's authority to assume
prepetition employee agreements with four of their employees.

The Employee Agreements address salary, incentive compensation,
benefits, and certain other agreements with these officers:

  (A) Scott Henry, as executive vice president and chief
      financial officer of the Debtors

       The Henry Agreement provides Mr. Henry with certain
       incentive compensation set forth as a varying percentage
       of his regular compensation, based on targets set by the
       Debtors' Board of Directors, but with guaranteed Deferred
       Compensation of $200,000 for fiscal year 2010.   Pursuant
       to the Henry Agreement, 50% or $100,000 of Mr. Henry's
       Guaranteed Deferred Compensation is payable by April 1,
       2011, and the remainder is to be paid on the first
       anniversary of his employment with the Debtors.  Under
       the Borders Group, Inc. 2004 Long-Term Incentive Plan,
       subject to the approval of the Compensation Committee of
       the Board of Directors, Mr. Henry will be given a stock
       option grant for 300,000 shares, which vest 100% after
       three years, and a restricted stock grant of 200,000
       shares, which vest one-third per year over the next
       three years.

  (B) Michele Cloutier, the Debtors' executive vice president
      and chief merchandising officer

       The Cloutier Agreement provides Ms. Cloutier with
       Deferred Compensation opportunities as a percentage of
       her regular compensation based on targets set by the
       Debtors' Board of Directors, but with Guaranteed Deferred
       Compensation of $200,000 for fiscal year 2010.  The
       Cloutier Agreement provides for 50%, or $100,000, of Ms.
       Cloutier's Guaranteed Deferred Compensation to be paid to
       her by April 1, 2011, and for the remainder to be paid on
       the first anniversary of her employment with the Debtors.
       Under the 2004 Long-Term Incentive Plan, Ms. Cloutier
       will be given a stock option grant for 300,000 shares
       subject to the approval of the Compensation Committee of
       the Board of Directors.  These options vest 100% after
       three years.

  (C) Glen Tomaszewski, the Debtors' vice president, chief
      accounting officer and controller

       The Tomaszewski Agreement provides for, among other
       things, certain deferred compensation he earned in
       respect of prepetition services provided, which was
       payable on Feb. 18, 2011, of $100,000, and an additional
       stock option grant of 10,000 shares.

  (D) Jason Cline, the Debtors' vice president of financial
      planning and analysis

       The Cline Agreement provides for Mr. Cline to receive,
       among other things, Prepetition Deferred Compensation of
       $75,000, so long as he remains in his position until at
       least February 18, 2011, and an additional stock option
       grant of 10,000 shares.

The Debtors contemplate that Messrs. Henry, Tomaszewski, and
Cline will work as a team.  More importantly, the Employees were
indispensable to the Debtors' prepetition negotiations and
preparations, and are equally critical going forward with respect
to restructuring negotiations and the Debtors' ongoing business,
Mr. Friedman tells the Court.

Full-text copies of the Employment Agreements are available for
free at http://bankrupt.com/misc/Borders_EmploymentPacts.pdf

The Debtors are concerned that they may not be able to find
suitable candidates in the aggressive timeframe they have set for
emergence through a plan or a going concern sale.  The Debtors
assert that it is crucial for them to create and maintain market
competitive pay opportunities, reflecting practices in the
markets in which they compete for talent, and bring compensation
closer to market competitive levels for their most critical
employees.  In this light, the Incentive and Retention Plans are
designed to create an incentive for Executives and KERP Employees
to successfully restructure rapidly through a plan of
reorganization or a going concern sale, Mr. Friedman emphasizes.

Mr. Friedman also insists that the KEIP, KERP and Employment
Agreements do not violate neither Section 503(c)(1) nor Section
503(c)(3) of the Bankruptcy Code.  Section 503(c) restricts a
debtor's abilities to make payments to insiders for retention or
severance, and restricts payments that are outside of the
ordinary course and not justified by the facts and circumstances
of a debtor's case.

The Debtors subsequently filed with the Court another Motion to
Approve Incentive and Retention Programs, which is substantially
similar to the original motion, to append copies of the
Employment Agreements.

The Court will consider the Debtors' request on April 14, 2011.
Objections are due no later than April 7.

                        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)


BRAND ENERGY: Moody's Downgrades Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Brand Energy & Infrastructure
Services, Inc.'s Corporate Family Rating to B3 from B2 and its
Probability of Default Rating to B3 from B2 since the company's
credit metrics have weakened due to ongoing compression in its
operating margins.  The outlook is stable.  This rating action
concludes the review initiated on December 23, 2010.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to B3 from B2;

  -- Probability of Default Rating lowered to B3 from B2;

  -- $125.0 million Sr. Sec. Revolving Credit Facility due
     Feb. 7, 2013 lowered to B2 (LGD3, 35%) from B1 (LGD3, 35%);

  -- $25.0 million Sr. Sec. Letter of Credit Facility due
     Feb. 7, 2014 lowered to B2 (LGD3, 35%) from B1 (LGD3, 35%);

  -- $693.2 million 1st Lien Sr. Sec. Term Loan due Feb. 7, 2014
     lowered to B2 (LGD3, 35%) from B1 (LGD3, 35%); and,

  -- $375.0 million 2nd Lien Sr. Sec. Term Loan due Feb. 7, 2015
     lowered to Caa2 (LGD5, 87%) from Caa1 (LGD5, 87%).

                        Ratings Rationale

The downgrade of Brand's Corporate Family Rating to B3 from B2
incorporates Moody's view that the company's debt leverage credit
metrics will remain weak over the intermediate term.  Moody's
projects that the company's debt-to-EBITDA will remain above 7.0
times while interest coverage will be around 1.2 times (all ratios
adjusted per Moody's standard adjustments).  These credit metrics
result from ongoing compression in operating margins due to
pricing pressures and a shift in product mix.  Brand is
diversifying into more specialty services from strong reliance on
work access, resulting in lower margin business due to the labor
intensive nature of specialty services.  Also, the company took a
significant intangible asset impairment charge in 3Q10.  As a
result, the company's adjusted debt-to-book capitalization
exceeding 100% with significant negative tangible net worth is
characteristic of highly speculative grade ratings.  Offsetting
the company's worsening credit metrics is Brand's solid market
position as a leading provider of specialty services for
insulation, coating, and refractory and work access equipment to
various end markets.  The refining, petrochemicals, energy and
commercial sectors, and the oil sands in Canada are the primary
drivers of Brand's revenues.

The stable outlook reflects Moody's expectations that debt
leverage and interest coverage ratios will improve and become more
supportive of the rating.  Also, Brand's liquidity profile
characterized by a significant amount of cash on hand gives it the
financial flexibility to address its capital structure and to
contend with the volatility in its end markets.

Moody's does not anticipate favorable rating pressures over the
intermediate term until Brand demonstrates that it can generate
better earnings from its product mix.  Over the longer term, EBIT-
to-interest expense sustained near 2.0 times and debt-to-EBITDA
sustained below 5.0 times (ratios adjusted per Moody's
methodology), while maintaining a good liquidity profile, could
result in a positive rating action.

Factors which might further pressure the ratings include erosion
in the company's financial performance, debt financed acquisitions
or dividends, or a deteriorating liquidity profile.  EBIT-to-
interest expense trending remaining below 1.0 times or debt-to-
EBITDA sustained above 7.5 times (all ratios adjusted per Moody's
methodology) could result in negative rating pressures.

The last press release was on December 23, 2010, at which time
Moody's placed Brand's ratings on review for potential downgrade.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest provider of specialty multi-craft
services to the North American downstream energy infrastructure
market.  These services include work access, which includes front-
end application design and project management for highly
engineered scaffolding systems, as well as specialty painting and
coatings, abrasive blasting, insulation, refractory, corrosion
protection and fireproofing.  First Reserve Corporation, through
affiliated funds, is the majority owner of Brand.


BROADCAST INT'L: Converts $784,292 Short-Term Debt Into Equity
--------------------------------------------------------------
Broadcast International, Inc., converted $784,292 of its short-
term debt into equity through the issuance of common stock and
warrants to two lenders at the same unit pricing as the Company's
recent equity raise in December 2010.  In consideration of
converting the short-term loans on the basis of $1.20 for two
shares of common stock plus one warrant at an exercise price of
$1.00, the Company issued 1,307,153 shares of common stock and
warrants to acquire up to 653,576 shares of common stock, which
warrants have a five year term and are exercisable at $1.00 per
share.  The Company's objective for converting the short-term debt
into equity is to conserve cash for further market development.

In conjunction with the conversion, the Company secured a waiver
from Castlerigg Master Investments, LTD, its senior note holder,
that allowed the Company to make this one-time conversion of
short-term debt into equity without triggering the anti-dilutive
stock conversion reset provision contained in its Amended and
Restated Senior Convertible Note in the principal amount of
$5,500,000 dated Dec. 23, 2010.  Without the waiver, the current
conversion rate of $1.35 per share of the Note would have reset to
$.60 per share.  By retaining the conversion price of $1.35 per
share on the Note, the Company avoided the shareholder dilution of
approximately 5,092,593 additional shares of stock if the Holder
had converted the Note in the future at a $.60 per share
conversion price.  In exchange for the Holder granting the waiver,
the Company issued to the Holder a warrant granting the Holder the
right to acquire up to 400,000 shares of common stock, which is
exercisable for five years, at an exercise price of $.05 per
share.  The Company believes the cost of the warrant issuance to
obtain the waiver was substantially outweighed by the value
received of avoiding the potential future shareholder dilution of
5,092,593 shares, particularly in light of the current market
price of the Company's common stock.

The conversion also results in a decrease of approximately $.01
per share in the exercise price of $1.00 per share of warrants to
acquire an aggregate of 12,499,980 shares issued to investors in
the recent equity raise completed in December 2010 due to anti-
dilution provisions contained in those warrants.

The lenders of the short-term debt and the Holder of the Note were
accredited investors and were fully informed regarding their
investment.  In the transactions, the Company relied on the
exemptions from registration under the Securities Act set forth in
Section 4(2) and Section 4(6) thereof.

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company's balance sheet as of Sept. 30, 2010, showed
$7.3 million in total assets, $25.3 million in total liabilities,
and a stockholders' deficit of $18.0 million.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.


CAMBRIDGE HEART: Recurring Losses Prompt Going Concern Doubt
------------------------------------------------------------
Cambridge Heart, Inc., filed on March 23, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Caturano and Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Cambridge Heart's ability to continue as a
going concern.  The independent auditors noted of the Company's
recurring losses, inability to generate cash flows from
operations, and liquidity uncertainties from operations.

The Company reported a net loss of $5.2 million on $2.8 million of
revenue for 2010, compared to a net loss of $7.3 million on
$3.2 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $6.1 million
in total assets, $1.5 million in total liabilities, $12.9 million
in convertible preferred stock, and a stockholders' deficit of
$8.3 million.

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

                       http://is.gd/OyBFVJ

Tewksbury, Mass.-based Cambridge Heart, Inc. (OTC BB: CAMH)
-- http://www.cambridgeheart.com/-- develops and commercializes
non-invasive diagnostic tests for cardiac disease, with a focus on
identifying those at risk for sudden cardiac arrest (SCA).  The
Company's products incorporate proprietary Microvolt T-Wave
Alternans(TM) (MTWA) measurement technologies, including the
patented Analytic Spectral Method(R) and ultrasensitive disposable
electrode sensors.  The Company's MTWA test, originally based on
research conducted at the Massachusetts Institute of Technology,
is reimbursed by Medicare under its National Coverage Policy.


CAPMARK FINANCIAL: To Sell Interest in CSREP for $7.8 Million
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
that Capmark Financial Group Inc. will sell its interest in
non-bankrupt Capmark Structured Real Estate Partners LP for
$7.8 million unless a better offer turns up at an auction.

According to Mr. Rochelle, the buyer, supposing no higher bid, is
an affiliate of Pacific Coast Capital Partners LLC from El
Segundo, California.  There will be a hearing on April 11 to
approve auction and sale procedures.  If the judge agrees with the
schedule, other bids will be due April 22, followed by an auction
on April 26.

The Capmark fund attracted more than $1 billion from investors and
has disbursed $103 million, the court filing says.  Capmark
entities manage the fund.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.


CASCADE FINANCIAL: 2010 Loss at $70.3MM; Has Deal to Sell to Opus
-----------------------------------------------------------------
Cascade Financial Corporation filed on March 23, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Moss Adams, LLP, in Everett, Washington, expressed substantial
doubt about Cascade Financial's ability to continue as a going
concern.  The independent auditors noted of the Company's two
consecutive years of operating losses, high levels of non-
performing assets, and stipulation to the issuance of a consent
order.

On July 20, 2010, the Board of Directors of Cascade Bank
stipulated to the entry of a consent order with the Federal
Deposit Insurance Corp. and the Washington State Department of
Financial Institutions, effective July 21, 2010.  Under the terms
of the FDIC Order, the Bank cannot pay any cash dividends or make
any payments to its stockholders without the prior written
approval of the FDIC and the Washington State DFI.

Cascade Financial, the holding company for Cascade Bank, reported
a net loss of $70.3 million on $36.4 million of net interest
income (before provision for loan losses) for 2010, compared with
a net loss of $23.5 million on $43.3 million of net interest
income (before provision for loan losses) for 2009.

Cascade Financial's balance sheet at Dec. 31, 2010, showed
$1.498 billion in total assets, $1.440 billion in total
liabilities, and stockholders' equity of $58.5 million.

On March 4, 2011, Cascade Financial announced its entry into a
definitive agreement, providing for Opus Bank to acquire the
Company and Cascade Bank, and for the merger of the Bank into Opus
Bank.  Opus Bank is a California-chartered bank with its executive
offices located in Irvine, California.  According to the terms of
the merger agreement, Opus Bank will pay approximately $16.25
million to retire the Company's  $39.0 million in preferred stock
and associated warrants issued to the United States Department of
the Treasury under the Treasury's Capital Purchase Program, and
$5.5 million in cash to the holders of the Company's common stock.
The purchase price for the Company's common stock represents
approximately $0.45 cash per share outstanding.  In addition, Opus
Bank will assume all of the Company's obligations with respect to
the trust preferred securities issued by the Company's trust
subsidiaries.

The proposed transaction is subject to the approval of the
Company's shareholders, the approval of federal and state
regulatory authorities, and other customary conditions.  The
parties expect to close the transaction in the latter part of the
second quarter of 2011.

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

                       http://is.gd/ifaqSL

Everett, Washington-based Cascade Financial Corporation (NASDAQ:
CASB) -- http://www.cascadebank.com/-- is a bank holding company
incorporated in the state of Washington in 2003.  At Dec. 31,
2010, the Company's wholly-owned subsidiaries were Cascade Bank,
and Cascade Capital Trusts I, II, and III, formed to hold trust
preferred securities.


CEDAR FUNDING: Owner Wants Trial on Fraud Charges Delayed
---------------------------------------------------------
Larry Parsons at The Herald reports that David Nilsen, owner of
former Monterey mortgage lender Cedar Funding, wants his upcoming
trial on federal fraud and conspiracy charges pushed back.

Meanwhile, the bankruptcy trustee for Cedar Funding bankruptcy is
seeking sanctions against Mr. Nilsen, according to The Herald.
Todd Neilson filed papers in U.S. Bankruptcy Court alleging that
Mr. Nilsen recently tried to sell one home that belongs to the
bankruptcy estate and rented another home in the Pasadera
subdivision that no longer belongs to him.

The Herald reports the Cedar Funding bankruptcy case is winding
down after investors approved a liquidation plan last month that
awaits final approval from the court in June.  Most of them would
receive an estimated 5 to 10 cents for every dollar under the
liquidation plan.

                      About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr.
N.D. Calif. Case No. 08-52709) due to the collapse of its Ponzi
scheme.  Cedar Funding accepted many millions of dollars from
hundreds of individuals who believed they were acquiring
fractional interests in loans that were secured by real property.
Many more invested with CFI through a related entity, Cedar
Funding Mortgage Fund LLP, that acquired fractional interests in
the name of the Fund.  CFI failed to record assignments of its
deeds of trust that would have provided security interests to most
of its investors, including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents Mr. Neilson.  The Debtor estimated assets of
less than $50,000 and debts of $100 million to $500 million in its
Chapter 11 petition.

As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, the Chapter 11 trustee
for the bankruptcy estates of Cedar Funding, Inc., et al., and the
Official Committee of Unsecured Creditors.  According to the
disclosure statement explaining the Plan, holders of unsecured
claims aggregating $146,000,000 are expected to recover 5% to 10%
of their allowed claims.  Holders of unsecured claims classified
as convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.


CENTER CUT: Moody's Upgrades Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded Center Cut Hospitality, Inc.'s
Corporate Family Rating to B3 from Caa1, while affirming its
senior secured credit facility rating at B3.  The rating outlook
is stable.  The short term Speculative Grade Liquidity rating was
affirmed at SGL-3.

Rating upgraded:

* Corporate Family Rating -- to B3 from Caa1

Ratings affirmed:

* Probability of Default Rating -- at Caa1

* $16 million senior secured revolving credit facility --at B3,
  LGD point of estimate revised to LGD 3, 31%) from (LGD 3, 34%)

* $110 million (approx. $86.7 million outstanding as of 9/7/2010)
  senior secured term loan -- at B3, LGD point of estimate revised
  to LGD 3, 31%) from (LGD 3, 34%)

* Speculative Grade Liquidity Rating -- at SGL-3

                        Ratings Rationale

The ratings upgrade recognizes Center Cut's improved credit
metrics mainly due to the material debt reduction occurred in the
past year -- the company was able to reduce its debt obligations
by a significant amount from FY 2009 levels in 2010, funded by
cash flow from operation, cash on hand and equity infusion from
sponsors.  The reduction in debt included the repayment of
approximately $50 million of advances due to affiliate (previously
was incorporated in Moody's analytical calculation of the leverage
ratio) during 2010.  The higher rating also reflects the robust
recovery of the company's 2010 topline growth driven by positive
same store sales from the previous double-digit declines in 2009
and Moody's expectation that the SSS will likely remain positive
in the near-to-medium term.  "We believe business travel and
consumer confidence, two key drivers and leading indicators of
demand for Center Cut's high end steakhouse, will likely continue
to stabilize or recover modestly," explained Moody's analyst John
Zhao.  In the next twelve months Moody's expects that credit
metrics will likely remain at levels consistent with the B3
rating, with Moody's adjusted leverage below 5.0 times and
EBITA/Interest near 2.0 times.

While Center Cut's operating margin will be pressured in 2011 due
to the continued rise in commodity prices such as beef and higher
restaurant operating costs, the stable rating outlook anticipates
relatively flat operating income into the next year as Moody's
expect the positive guest traffic and new unit addition, aided by
modest pricing increases, will likely offset most of the
inflationary pressure on earnings.  Additionally, Moody's
anticipate that the company would generate modestly positive free
cash flow and maintain adequate liquidity position.

The B3 CFR reflects Center Cut's small scale, significant EBITDA
concentration (around 30% of EBITDA comes from Del Frisco -- New
York), and possible earnings volatilities due to its tremendous
exposure to commodity input such as beef.  Favorably, the B3
rating acknowledges the established niche in the high end
steakhouse subsector of the restaurant industry, solid operating
margins and manageable capital spending requirement in the
intermediate term due to more moderated development plan for new
stores.

SGL-3 indicates adequate liquidity position, and reflects Moody's
expectation that free cash flow will be marginally positive in
FY 2011 albeit at lower level compared to 2010 due to higher
development spending.  In addition, the SGL-3 assumes the company
would likely remain compliant with its financial covenants
although the cushion could become modest in the fourth quarter
2011 due to scheduled covenants step downs per the bank loan
agreement.

The elimination of affiliate debt has shifted the company's debt
structure into a primarily first-lien bank loan construct,
resulting in change of Moody's overall family recovery assumption
to 65% from 50% according to the loss given default methodology,
implying above average expected recovery in a distress scenario.
Similarly, the probability of default rating was kept at Caa1, or
one notch below the B3 CFR.

Center Cut hospitality, Inc., is an owner and operator 28 white
table cloth steakhouse and seafood restaurants located throughout
the United States under the names Del Frisco's Double Eagle Steak
House and Sullivan's Steakhouses.  For the trailing twelve months
ended September 7, 2010 the company's 8 Del Frisco's and 20
Sullivan's locations generated approximately $161 million in
revenue.


CHAMPION ENTERPRISES: Joins Accord Over Hurricane Housing Lawsuit
-----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Daily Bankruptcy Review,
reports that Palm Harbor Homes Inc. and Champion Enterprises Inc.
are among 34 businesses that have struck a deal to resolve a
lawsuit currently pending in Louisiana district court.

The companies provided emergency housing to victims of Hurricanes
Katrina and Rita.  Under the deal, the companies intend to pay
$2.625 million to settle claims that they exposed individuals to
hazardous levels of formaldehyde.  DBR relates Palm Harbor and
Champion are seeking bankruptcy court permission to participate in
the settlement.

DBR relates that Palm Harbor's insurer would contribute $50,000 to
the $2.625 million fund, leaving Palm Harbor free to use its own
funds for other uses.

DBR notes Palm Harbor faces 46,500 claims stemming from the
lawsuit.  All of these would be resolved under the settlement.

According to DBR, Palm Harbor has warned that absent the
settlement, its officers would be forced to divert their time and
energy away from the bankruptcy case to handle the Louisiana
litigation.  It also cautioned that the company might not be able
to fund the continuing costs of litigating the matter.

DBR notes that no papers have yet been filed in Champion's
bankruptcy case, now known as CEI Liquidation Estates, but the
settlement specifies that Champion too requires clearance from the
bankruptcy court.

DBR relates the bankruptcy court is set to consider approving Palm
Harbor's participation in the settlement at a hearing April 19.

                       About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.

                     About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries were international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consisted of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products ranged from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on Nov. 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.

In March 2010, Champion Enterprises received final court approval
to sell its domestic and international operations.  An investor
group consisting of affiliates of Centerbridge Partners, L.P., MAK
Capital Fund LP and Sankaty Advisors, LLC invested $50 million in
new capital to support the operations and growth initiatives of
the new company.  The transaction was supported by a group of
Champion's existing lenders who, together with the lead investors,
agreed to exchange 100% of existing debt under Champion's pre-
petition and DIP senior secured credit agreements for equity in
the new company and a $40 million senior secured five year note.

Champion's bankruptcy case has been renamed CEI Liquidation
Estates following the closing of the sale.


CHINA CENTURY: MaloneBailey Resigns, Cites Discrepancies
--------------------------------------------------------
China Century Dragon Media, Inc. announced on March 28, 2011, that
the Company's registered independent accounting firm, MaloneBailey
LLP has formally resigned its engagement with the Company as of
March 22, 2011.  In its resignation letter, MB informed the
Company that due to discrepancies noted on customer confirmations
and the auditor's inability to directly verify the Company's bank
records, they believe these irregularities may be an indication
that the accounting records have been falsified, which would
constitute an illegal act.  Furthermore, MB's letter notes that
the discrepancies could indicate a material error in previously
issued financial statements.  As a result, MB stated that it is
unable to rely on management's representations as they relate to
previously issued financial statements and it can no longer
support its opinions related to the financial statements as of
Dec. 31, 2009 and 2008.  The Company intends to seek and retain a
new auditor.

On March 23, 2011, the Company received notification from NYSE
Amex LLC of its intention to delist the Company's common stock
pursuant to Section 1009(d) of the Amex Company Guide based on a
determination that it is necessary and appropriate for the
protection of investors to initiate immediate delisting
proceedings.  Based on Amex's review of the resignation letter
from MB, it determined that the Company is not in compliance with
Amex listing standards and is therefore subject to immediate
delisting. Specifically, the Company is subject to delisting
pursuant to Section 1003(f)(iii) in that the Company's actions and
inactions led to MB's resignation and withdrawal of its audit
opinions casting material doubt on the integrity of the Company's
financial statements, which were relied upon by Amex; MB's
withdrawal of its audit opinions and that its opinions may no
longer be relied upon constitutes a material misstatement and a
violation of Section 132(e); the withdrawal of MB's audit opinions
and that there are no current audited financial information
available for the Company as a result have caused the Company's
filings to be noncompliant with regulations of the SEC and, thus,
noncompliant with Section 1003(d); MB's withdrawal of its audit
opinions calls into question whether the Company actually met the
listing standards subjecting the Company to delisting pursuant to
Section 1002(e); and Amex states that, based on the withdrawal of
MB's opinions, the Company is not compliant with Section 127. The
Company has until March 30, 2011 a limited right to request an
appeal. If the Company does not request an appeal by then, then
the decision will become final and Amex will submit an application
to the SEC to strike the Company's common stock from listing. If
the Company requests an appeal, then such request will stay a
delisting action.  The Company currently intends to appeal the
delisting determination.  There can be no assurance that the
Company's request for continued listing will be granted.  The
details of the Amex delisting notice is set forth in Item 3.01 of
the Company's Form 8-K filed with the SEC on March 28, 2011.

The Company was also recently notified by the staff of the U.S.
Securities and Exchange Commission ("SEC") that it has initiated a
formal, nonpublic investigation into whether the Company had made
material misstatements or omissions concerning its financial
statements, including cash accounts and accounts receivable.  The
SEC has informed the Company that the investigation should not be
construed as an indication that any violations of law have
occurred.  On March 24, 2011, the SEC served the Company a
subpoena for documents relating to the matters under review by the
SEC.  The Company is committed to cooperating with the SEC.  It is
not possible at this time to predict the outcome of the SEC
investigation, including whether or when any proceedings might be
initiated, when these matters may be resolved or what, if any,
penalties or other remedies may be imposed.

In light of these events, the Board of Directors of the Company
has formed a Special Investigation Committee consisting of
independent members of the Board of Directors to launch an
investigation with respect to the concerns of MB. The Committee is
authorized to retain experts and advisers, including a forensic
accounting firm and independent legal advisors, in connection with
its investigation. The Company does not intend to provide further
comment regarding the allegations until after the conclusion of
the Special Committee's investigation.

The Company expects that the filing of its Annual Report on Form
10-K for the year ended Dec. 31, 2010 will be delayed until
completion of the internal investigation, engagement of a new
auditor and audit of the Company's financial statements. The
Company is unable to provide an estimated date of filing of the
10-K at this time.

                        About China Century

China Century Dragon Media is a television advertising company in
China that primarily offers blocks of advertising time on certain
channels on China Central Television, the state television
broadcaster of China and China's largest television network.  The
Company purchases, repackages and sells advertising time on
certain of the nationally broadcast television channels of CCTV.


CIT GROUP: Renews $1 Billion Vendor Finance Funding Facility
------------------------------------------------------------
CIT Group Inc. has renewed its $1 billion committed U.S. Vendor
Finance conduit facility, significantly reducing costs, increasing
the advance rate and lengthening the term.  The private facility
supports CIT's lending to small business and middle market
companies and will allow CIT Vendor Finance to fund both existing
assets and new originations.

"This transaction highlights our progress in securing stable and
low cost funding to support the small business and middle market
sectors, which remain vital to the ongoing recovery of the U.S.
economy"

"This transaction highlights our progress in securing stable and
low cost funding to support the small business and middle market
sectors, which remain vital to the ongoing recovery of the U.S.
economy," said John A. Thain, Chairman and Chief Executive
Officer.

The committed revolving period of the facility now expires in
March 2013 and the facility has a final maturity in 2020.
Barclays Bank PLC continues to serve as Administrative Agent with
three additional banks as committed lenders.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

DBRS, Inc., said in February 2011, that the ratings of CIT Group,
including its Issuer Rating of B (high), remain unchanged
following the Company's announcement of financial results for 4Q10
and for full year 2010.  The trend on all long-term ratings is
Positive, while the trend on the short-term ratings is Stable.

CIT Group carries a 'B3' corporate family rating, with 'stable'
outlook, from Moody's Investors Service.  Moody's said in August
2010 that CIT's 'B3' CFR is based on the company's improved debt
maturity profile and capital position after its 2009
reorganization, as well as its positive operating performance and
its progress re-establishing access to certain funding sources
since emerging from bankruptcy.

CIT has a 'B+/Positive/B' counterparty credit rating from Standard
& Poor's Ratings Services.


CLEARWIRE CORP: Goldman's Transfer to Sprint Draws Flak
-------------------------------------------------------
Members of the special board committee of Clearwire Corp. were
peeved after Goldman Sachs Group Inc.'s decision to cancel its
services to the company and move to advise Clearwire's majority
owner, Sprint Nextel Corp.

The Wall Street Journal's Anupreeta Das and Gina Chon, citing
people familiar with the matter, recount that Clearwire retained
Goldman last summer to explore options for the company, including
raising more capital and evaluating a potential sale to Sprint or
T-Mobile USA.  In February, Goldman advised Clearwire it was
resigning from the job.

According to the Journal, Goldman's switch has drawn special
notice in recent weeks.  "Even in the no-holds-barred world of
Wall Street, it is rare for banks to jump sides between a
potential seller and buyer," according to Mses. Das and Chon.

The Journal says a spokeswoman for Goldman declined to comment on
its general practices in establishing client relationships.

According to the Journal, Goldman's contract allowed the bank to
exit in case it needed to represent another party.  But, the
Journal adds, the Clearwire board members felt the change left
Clearwire in the lurch, the people said.  They added that the
switch also set up the possibility that the bankers could take
advantage of their knowledge of the views of the special
committee, whose members are independent from Sprint.

The Journal also notes people familiar with the matter said when
Sprint sought Goldman's advice earlier this year, it was not
specifically tied to an acquisition of Clearwire.  These people
say Goldman bankers were helping Sprint draw up different
combinations, including a potential tie-up with T-Mobile.

According to the Journal, two of the people familiar with the
matter said Goldman followed a number of procedures when it
decided to drop Clearwire and work for Sprint.  Goldman lawyers
reviewed the relationships before allowing Sprint to engage the
bank's services, these people said.  Two different Goldman teams
worked on Clearwire and Sprint, these people added. Whether the
teams reported to separate executives couldn't be learned.

                    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.


CLOPAY AMES: S&P Withdraws 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB-'
corporate credit rating on Clopay Ames True Temper Holding Corp.,
an indirect, wholly owned subsidiary of U.S.-based Griffon Corp.
(BB-/Stable/--), at the company's request.  At the same time, S&P
withdrew the 'BB+' issue-level and '1' recovery ratings on the
company's senior secured debt, which consisted of a $375 million
of first-lien term B loan debt due 2016, and $125 million of
first-lien revolving credit facility due 2015, given their
repayment and cancellation.

Griffon Corp., parent and owner of Clopay Ames True Temper Holding
Corp. recently completed the issuance of $550 million in senior
unsecured notes and also established a $200 million secured
revolving credit facility.  Proceeds of the senior notes were used
in part to repay all rated debt at Clopay Ames.


CNL LIFESTYLE: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to CNL Lifestyle Properties Inc. and its subsidiary
CNL Lifestyle Income Partners L.P.  At the same time, S&P assigned
its 'BB-' issue rating and '3' recovery rating to the company's
proposed $400 million senior unsecured notes due 2019.  The '3'
recovery rating indicates S&P's expectation for a meaningful (50%-
70%) recovery in the event of a payment default.  The outlook is
stable.

"CNL's significant financial risk profile reflects S&P's
expectations for moderate leverage and sufficient but improving
fixed-charge coverage going forward," said credit analyst Eugene
Nuzinzon.  "This is mitigated by S&P's view that liquidity, while
presently adequate, could become constrained following anticipated
investments.  S&P also believes dividend coverage is currently
weak."

"We view CNL's business risk profile as weak.  Average rent
coverage is currently adequate; however, some segments have been
challenged and certain portfolios may require future rent
adjustments.  S&P also considered the low credit quality of the
tenants at CNL's triple-net-leased properties, the potential for
more volatile cash flows from CNL's third-party managed
properties, and the less-fungible nature of CNL's special-purpose
properties."

The stable outlook reflects S&P's expectation that portfolio cash
flows will remain relatively stable through 2011 and that cash
flow from recent acquisitions will mitigate cash flow pressure
from potential rent restructurings.  Despite the still-challenging
landscape in the lifestyle space, S&P believes CNL has sufficient
cushion to withstand some cash flow volatility.  However, S&P
would lower the ratings if leveraged acquisitions and/or operating
performance pressure FCC below 1.9x, or if CNL's liquidity
position deteriorates.  Weak dividend coverage and limited
financial flexibility preclude upward ratings momentum at this
time.  S&P would consider raising the ratings in the longer term
if operating assets as a proportion of total investments declines
or FCC is strengthened and maintained above 3.0x.


COLONY RESORTS: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, filed on March 25, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Ernst & Young, in Las Vegas, Nevada, expressed substantial doubt
about Colony Resorts LVH Acquisition's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring net losses and has a working capital
deficiency.

The Company reported a net loss of $34.1 million on $187.7 million
of net revenues for 2010, compared with a net loss of
$28.9 million on $200.7 million of net revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$355.1 million in total assets, $292.4 million in total
liabilities, $61.8 million in redeemable members' equity, and
total members' equity of $842,000.

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

                       http://is.gd/fqsE3Q

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM)."


COMPOSITE TECHNOLOGY: Inks Agreements for $100,000 Bridge Loan
--------------------------------------------------------------
On March 18, 2011, Composite Technology Corporation entered into
individual Loan and Promissory Note Agreements with two accredited
investors, none of whom are affiliates of the Company. Pursuant to
the terms and subject to the conditions set forth in the Loan
Agreements, the Lenders have provided a bridge loan totaling
$100,000 to the Company.  Pursuant to the Loan Agreements,
interest in the amount of 12% per annum, calculated on a 360 day
year, will be paid as well as payment in kind interest of 5% due
upon maturity.  The Loan is due the earlier of 30 days from the
date of issuance or upon the closing a financing in excess of
$2,000,000.  No cash fees were paid to any party to the
transaction in exchange for lending the money.

In addition, on March 18, 2011, in conjunction with the Loan
Agreements, the Company entered into  Warrant Agreements with the
Lenders and issued warrants to purchase 200,000 shares of the
Company's common stock at $0.25 per share, exercisable until
March 2014.  The warrants may be exercised in a "cashless" manner
unless registered for resale under an effective registration
statement.  The warrants have "full ratchet" antidilution
protection while the corresponding notes are outstanding and
"weighted average price" antidilution protection after the
corresponding notes are repaid in full.

The Company valued the warrants at $0.1784 per warrant for a total
value of $35,680.  It used the Black-Scholes Merton option pricing
model to value the fair value of the warrants issued using the
following assumptions.  The market price was $0.20, the closing
price on March 18, 2011.  The volatility was estimated at 95%, the
life of the warrants was 3 years, the risk free rate was 0.74% and
the dividend yield was 0%.

                   About Composite Technology

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
markets and sells innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on Feb. 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at Dec. 31, 2010, showed $27.5 million
in total assets, $55.2 million in total liabilities, and a
stockholders' deficit of $27.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology'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 suffered recurring losses from operations.

The Company reported a net loss of $19.77 million on
$10.84 million of revenue for fiscal year ended Sept. 30, 2010,
compared with a net loss of $73.75 million on $19.60 million of
revenue for fiscal 2009.  Composite had a net loss of $3.2 million
on $5.2 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $7.7 million on $2.7 million of
revenue for the same period in 2009.


CROSS BORDER: Rick Ferguson Discloses 3.0% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, S. Gene Cauley Child College Education
Irrevocable Trust and Rick Ferguson disclosed that they
beneficially own 369,151 shares of common stock of Cross Border
Resources, Inc., representing 3.0% of the shares outstanding.

                   About Cross Border Resources

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

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

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


CROSS BORDER: Inks 2-Year Contract with New CEO W. Gray
-------------------------------------------------------
Cross Border Resources, Inc., on March 24, 2011, entered into an
Employment Agreement with Everett Willard "Will" Gray II to serve
as the Company's Chairman and Chief Executive Officer.  The
initial term of the Gray Employment Agreement began on Jan. 31,
2011, and continues until Jan. 31, 2013.  After that date, the
Gray Employment Agreement automatically renews for successive one-
month terms.  Under the Gray Employment Agreement, Mr. Gray is
paid an annual base salary equal to $200,000 and is eligible to
receive those bonuses as may be determined appropriate in the sole
discretion of the Company's Compensation Committee or Board of
Directors from time-to-time without any obligation to do so.  The
Company also agreed to grant to Mr. Gray an option to purchase an
aggregate of 650,000 shares of the Company's common stock with
exercise prices ranging from $4.80 to $6.38 per share.  Mr. Gray
receives a monthly automobile allowance of $1,300 and is entitled
to participate in benefit plans offered by the Company.

In the event Mr. Gray is terminated without cause by the Company
(other than for death or disability) during the initial two-year
term or upon a change in control event during the initial two-year
term or subsequent one year, Mr. Gray will be paid the following
compensation: (a) a lump sum cash payment in an amount equal to
the greater of (i) one month of Mr. Gray's annual base salary
multiplied by the number of months remaining on the initial term,
and (ii) six months of his annual base salary; plus (b) a lump sum
cash payment for any accrued but unused vacation through the
termination date.  No severance is to be paid if Mr. Gray is
terminated by the Company for cause.

In the Gray Employment Agreement, Mr. Gray has agreed to a
noncompetition and nonsolicitation agreement for the two-year
period following the expiration or termination of the Gray
Employment Agreement.

            Employment Agreement with Larry Risley

The Company entered into an Employment Agreement, on March 24,
2011, with Lawrence J. Risley to serve as the Company's President
and Chief Operating Officer.  The initial term of the Risley
Employment Agreement began on Jan. 31, 2011, and continues until
Jan. 31, 2013.  After that date, the Risley Employment Agreement
automatically renews for successive one-month terms.  Under the
Risley Employment Agreement, Mr. Risley is paid an annual base
salary equal to $200,000 and is eligible to receive such bonuses
as may be determined appropriate in the sole discretion of the
Company's Compensation Committee or Board of Directors from time-
to-time without any obligation to do so.  The Company also agreed
to grant to Mr. Risley an option to purchase an aggregate of
300,000 shares of the Company's common stock with exercise prices
ranging from $4.80 to $5.28 per share.  Mr. Risley receives a
monthly automobile allowance of $975 and is entitled to
participate in benefit plans offered by the Company.

In the event Mr. Risley is terminated without cause by the Company
(other than for death or disability) during the initial two-year
term or upon a change in control event during the initial two-year
term or subsequent one year, Mr. Risley will be paid the following
compensation: (a) a lump sum cash payment in an amount equal to
the greater of (i) one month of Mr. Risley's annual base salary
multiplied by the number of months (and partial months) remaining
on the initial term, and (ii) six months of his annual base
salary; plus (b) a lump sum cash payment for any accrued but
unused vacation through the termination date.  No severance is to
be paid if Mr. Risley is terminated by the Company for cause.

In the Risley Employment Agreement, Mr. Risley has agreed to a
noncompetition and nonsolicitation agreement for the two-year
period following the expiration or termination of the Risley
Employment Agreement.

               Employment Agreement with Mark Stark

The Company, on March 24, 2011, entered into an Employment
Agreement with P. Mark Stark to serve as the Company's Chief
Financial Officer.  The initial term of the Stark Employment
Agreement began on Jan. 31, 2011, and continues until Jan. 31,
2013.  After that date, the Stark Employment Agreement
automatically renews for successive one-month terms.  Under the
Stark Employment Agreement, Mr. Stark is paid an annual base
salary equal to $180,000 and is eligible to receive such bonuses
as may be determined appropriate in the sole discretion of the
Company's Compensation Committee or Board of Directors from time-
to-time without any obligation to do so.  The Company also agreed
to grant to Mr. Stark an option to purchase an aggregate of
300,000 shares of the Company's common stock with exercise prices
ranging from $4.80 to $6.38 per share.  Mr. Stark receives a
monthly automobile allowance and is entitled to participate in
benefit plans offered by the Company.

In the event Mr. Stark is terminated without cause by the Company
(other than for death or disability) during the initial two-year
term or upon a change in control event during the initial two-year
term or subsequent one year, Mr. Stark will be paid the following
compensation: (a) a lump sum cash payment in an amount equal to
the greater of (i) one month of Mr. Stark's annual base salary
multiplied by the number of months (and partial months) remaining
on the initial term, and (ii) six months of his annual base
salary; plus (b) a lump sum cash payment for any accrued but
unused vacation through the termination date.  No severance is to
be paid if Mr. Stark is terminated by the Company for cause.

In the Stark Employment Agreement, Mr. Stark has agreed to a
noncompetition and nonsolicitation agreement for the two-year
period following the expiration or termination of the Stark
Employment Agreement.

                Consulting Agreement with BDR, Inc.

The Company entered into a Consulting Agreement BDR, Inc., on
March 24, 2011, to provide consulting and advisory services to the
Company.  The term of the Consulting Agreement began on Jan. 31,
2011, and continues until Jan. 31, 2013.  As compensation for the
consulting services, BDR, Inc., will be paid a monthly consulting
fee equal to $15,000.  The Company also agreed to issue to BDR,
Inc., an option to purchase an aggregate of 250,000 shares of the
Company's common stock with exercise prices ranging from $4.80 to
$5.28 per share.  The Company may terminate the Consulting
Agreement at any time.  Upon termination by the Company, BDR,
Inc., would be entitled to receive a lump-sum payment equal to the
consulting fee that it would have been paid over the remaining
term and all options issued to BDR, Inc. shall immediately vest.
The Consulting Agreement expressly provides that BDR, Inc., is an
independent contractor and has no authority to bind the Company.

                   About Cross Border Resources

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

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

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


CROSS BORDER: Everett Gray Discloses 6.0% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Everett Willard Gray, II, disclosed that he
beneficially owns 766,694 shares of common stock of Cross Border
Resources, Inc., representing 6.0% of the shares outstanding.
A full-text copy of the filing is available for free at:

                        http://is.gd/LWIayP

                   About Cross Border Resources

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

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

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


CRYOPORT INC: Federal Express Agreement Treated Confidential
------------------------------------------------------------
CryoPort, Inc., submitted an application under Rule 24b-2
requesting confidential treatment for information it excluded from
an Exhibit to a Form 10-Q filed on Nov. 9, 2010.  Based on
representations by CryoPort, 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, in a corrected order dated March 24, 2011,
has determined not to publicly disclose it.  Accordingly, excluded
information from the Company's agreement with Federal Express
Corporation will not be released to the public until Feb. 14,
2013.

                        About CryoPort Inc.

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

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

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


DELTA AIR: Offers $100,447,000 Pass Through Certificates
--------------------------------------------------------
In a Form 8-K filed with the Securities and Exchange Commission
dated February 14, 2011, Delta Air Lines, Inc. disclosed that it
completed an offering of an aggregate principal amount of
$100,447,000 of Pass Through Certificates, Series 2010-1B through
a newly formed pass through trust.

The Class B Certificates were offered pursuant to the Prospectus
Supplement, dated February 7, 2011, to the Prospectus, dated
June 28, 2010, which forms a part of the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-167811),
filed with the Securities and Exchange Commission on June 28,
2010.

On February 7, 2011, Delta entered into an underwriting agreement
with Goldman, Sachs & Co., Deutsche Bank Securities Inc., and
Morgan Stanley & Co. Incorporated, as representatives of the
underwriters named therein, in connection with the issuance and
sale of the Class B Certificates.

The Underwriting Agreement contains customary representations,
warranties, covenants and closing conditions for a transaction of
this type.  The Underwriting Agreement also contains provisions
pursuant to which the Company agrees to hold harmless and
indemnify the Underwriters against damages under certain
circumstances, which are customary for a transaction of this
type.

Delivery of the Class B Certificates was made under the
Underwriting Agreement on February 14, 2011 with an interest rate
of 6.375% per annum.  The Class B Certificates were issued by a
pass through trust.  The Underwriters purchased the Class B
Certificates from the pass through trust at 100% of the principal
amount thereof.

The pass through trust has used the proceeds from the sale of
Class B Certificates to acquire series B equipment notes from the
Company.  Payments on the Series B Equipment Notes will be passed
through to the certificate holders of the trust.  The Company
expects to use the proceeds from the issuance of the Series B
Equipment Notes to pay fees and expenses relating to the offering
and for general corporate purposes.

Delta and U.S. Bank Trust National Association, as loan trustee,
entered into twenty-four separate participation agreement
amendments to existing participation agreements entered into by
the Company on July 14, 2010, or December 17, 2010, as
applicable, in connection with the financing of certain
aircrafts.  The other parties to the Participation Agreement
Amendments are U.S. Bank Trust National Association, as
subordination agent; as pass through trustee under the existing
pass through trust formed by the Company on July 2, 2010 in
connection with the issuance and sale of Delta Air Lines, Inc.
Pass Through Certificates, Series 2010-1A; as pass through
trustee under the pass through trust newly formed by the Company
in connection with the issuance and sale of the Class B
Certificates.  The Participation Agreement Amendments provide for
the issuance by Delta of the Series B Equipment Notes, pursuant
to 24 separate indenture amendments to existing indenture and
security agreements entered into by the Company on July 14, 2010
or December 17, 2010, as applicable, with the Loan Trustee in
connection with the financing of the Aircraft.

The Series B Equipment Notes are secured by each of (i) ten
Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three
Boeing 767-332ER aircraft, in each case delivered new to Delta
from 1999 to 2000 and (ii) two Boeing 777-232LR aircraft
delivered new to Delta in 2010.  The Aircraft also secure the
series A equipment notes previously issued pursuant to the
Existing Indentures.  The form of Existing Participation
Agreements and form of Existing Indentures were filed as Exhibits
4.9 and 4.10, to Delta's Current Report on Form 8-K, dated
July 2, 2010.

The Participation Agreement Amendments, Indenture Amendments and
Series B Equipment Notes with respect to the other 23 Aircraft
are substantially identical in all material respects.

The aggregate principal amount of the Series B Equipment Notes
will be equal to $100,447,000.  The Series B Equipment Notes have
been purchased by the Class B Trustee, using the proceeds from
the sale of a total of $100,447,000 of Class B Certificates.  The
Series B Equipment Notes bear interest at the rate of 6.375% per
annum.  The Class B Certificates rank generally junior to the
Class A Certificates.

The interest on the Series B Equipment Notes is payable
semiannually on each January 2 and July 2 following the issuance
of the Notes, beginning on July 2, 2011.  The entire principal on
the Series B Equipment Notes is scheduled for payment on
January 2, 2016.  Maturity of the Series B Equipment Notes may be
accelerated upon the occurrence of certain events of default,
including failure by the Company to make payments under the
applicable Amended Indenture when due or to comply with certain
covenants, as well as certain bankruptcy events involving the
Company.  The Series B Equipment Notes issued with respect to
each Aircraft will be secured by a lien on the Aircraft and will
also be cross-collateralized by the other Aircraft financed
pursuant to the Amended Indentures.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DELTA AIR: Two Board Members Depart, Decline Re-Election
--------------------------------------------------------
In separate Form 8-Ks filed with the Securities and Exchange
Commission on Feb. 15 and 17, 2011, Delta Air Lines, Inc.
disclosed that:

  * Douglas M. Steenland, a member of the Board of Directors of
    Delta Air Lines, Inc., and the former Chief Executive
    Officer and President of Northwest Airlines Corporation and
    Northwest Airlines, Inc., informed Delta that he has decided
    not to stand for reelection to Delta's Board of Directors at
    the 2011 annual meeting of stockholders because the
    integration of Delta and Northwest is largely complete and
    the merger between the two airlines has achieved positive
    results; and

  * Rodney E. Slater, another member of Delta's Board of
    Directors, and a partner in the law firm of Patton Boggs
    LLP, informed Delta that he has decided not to stand for
    reelection to Delta's Board of Directors at the 2011 annual
    meeting of stockholders because Delta has decided to retain
    Patton Boggs to provide certain professional services and
    this retention would limit Mr. Slater's ability to serve on
    certain committees of Delta's Board of Directors.

Both persons have not advised Delta of any disagreement on any
matter relating to Delta's operations, policies or practices.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DELTA AIR: Faces AFA Lawsuit in District Court
----------------------------------------------
Several flight attendants of Delta Air Lines have filed a lawsuit
against Delta's management, with the assistance of the
Association of Flight Attendants-CWA (AFA), the union announced
on March 3, 2011.

The lawsuit was filed in a US District Court on behalf of
Northwest Airlines flight attendants before Northwest's merger
with Delta on October 2008.

The Lawsuit alleges that Delta's management "withheld higher
profit sharing "cheques" from over 7,500 pre-merger Northwest
flight attendants based solely upon their prior union
membership".

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

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


DIAMONDHEAD CASINO: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Diamondhead Casino Corporation filed on March 23, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Friedman LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant recurring net losses over the past few years, and in
addition, has no operations, except for its efforts to develop the
Diamondhead, Mississippi property.

The Company reported a net loss of $1.9 million for 2010, compared
with a net loss of $1.1 million for 2009.  The Company has
generated no operating revenues since it ended its gambling cruise
ship operations in 2000 and has had to rely on alternative means
to raise capital to meet its financial obligations.

The Company's balance sheet at Dec. 31, 2010, showed $5.8 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $3.4 million.

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

                       http://is.gd/KyjYDS

Largo, Fla.-based Diamondhead Casino Corporation, from inception
through approximately August of 2000, operated gaming vessels in
international waters.  The Company eventually divested itself of
its gaming operations to satisfy financial obligations to its
vendors, lenders and taxing authorities and to focus its resources
on the development of a casino resort in Diamondhead, Mississippi.

The Company owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 404.5 acre tract of unimproved
land in Diamondhead, Mississippi.  The property is located at 7051
Interstate 10.  The Company intends, in conjunction with unrelated
third parties, to develop the site in phases beginning with a
casino resort.  The casino resort is expected to include a casino,
a hotel and spa, pools, a sport and entertainment center, a
conference center and a state-of-the-art recreational vehicle
park.

The Company has no current operations in Mississippi.


DUOYUAN PRINTING: Receives Notices of Suspension from NYSE
----------------------------------------------------------
Duoyuan Printing, Inc., announced on March 28, 2011, that it
received a notice from the NYSE Regulation, Inc., indicating that
the NYSE Regulation has determined that the common stock of the
Company should be suspended prior to the opening on April 4, 2011.
Trading of the Company's stock will continue on the Over-the-
Counter market following suspension.

The decision was reached in view of the fact that the Company is a
late filer and was under review by NYSE Regulation in light of the
delay in filing with the Securities and Exchange Commission of its
June 30, 2010 Form 10-K and certain of its fiscal 2011 Form 10-Q
filings.

The Company plans to request a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including the appeal by the Company of the NYSE Regulation staff's
determination. In the event that the appeal is successful and the
Company otherwise meets the continuing listing standards of NYSE,
trading of the Company's common stock on the NYSE would be
reinstated, although no timetable has been established as to when
the Committee of NYSE Regulation would be able to hear such an
appeal.

"While we are disappointed with the NYSE's decision, we plan to
appeal for reinstatement on the exchange's main board as soon as
possible," commented Everett Chui, the Company's Audit Committee
Financial Expert. "Our internal investigation into the matters
raised by Deloitte has made substantial progress. We anticipate
its completion at the end of April 2011, at which point we plan to
engage an auditor to allow us to complete our SEC filings and
fulfill the listing standards of the NYSE.  We truly appreciate
the continuing patience of our investors and look forward to
bringing the market further updates in a timely manner."

                       About Duoyuan Printing

Duoyuan Printing -- http://www.duoyuan.com-- is a leading
manufacturer of commercial offset printing presses in China.  The
Company combines technical innovation and precision engineering to
offer a broad range of printing equipment and solutions.  Duoyuan
Printing has manufacturing and research and development facilities
in Langfang, Hebei Province and Shaoyang, Hunan Province in
addition to a distribution and service network with over 85
distributors that operate in over 65 cities and 28 provinces in
China.  Headquartered in Beijing, the Company is one of the
largest non-government owned major offset printing equipment and
solutions providers in China.


EASTMAN KODAK: S&P Assigns 'CCC' Rating to $250 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Eastman Kodak Co.'s
new $250 million senior secured notes due 2019 its issue-level
rating of 'CCC' (at the same level as the 'CCC' corporate credit
rating on the company).  The recovery rating on this debt is
'4', indicating S&P's expectation of average (30% to 50%) recovery
for lenders in the event of a payment default.  The company used a
portion of the proceeds to repurchase $50 million of its 7.25%
senior notes due 2013; the balance will be used for general
corporate purposes.

In addition, S&P revised its recovery rating on Kodak's existing
$500 million second-lien notes due 2018 to '4' from '3' (50% to
70% recovery expectation).  The issue-level rating remains
unchanged at 'CCC' (at the same level as the 'CCC' corporate
credit rating on the company).

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

                          Ratings List

                        Eastman Kodak Co.

        Corporate Credit Rating           CCC/Negative/--

                           New Rating

                        Eastman Kodak Co.

              $250M sr secd nts due 2019        CCC
                Recovery Rating                 4

                     Revised Recovery Rating

                         Eastman Kodak Co.

                                            To      From
                                            --      ----
         $500M second-lien nts due 2018     CCC     CCC
            Recovery Rating                 4       3


ECOSPHERE TECH: Signs Sub-License Pact With Hydrozonix
------------------------------------------------------
Ecosphere Technologies, Inc., and its 52.6%-owned subsidiary
Ecosphere Energy Services, LLC, signed an Exclusive Product
Purchase and Sub-License Agreement with Hydrozonix, LLC, to deploy
its patented Ecosphere Ozonix technology in the U.S. oil and gas
exploration and production industries on-shore only.  The
sublicense does not cover off-shore drilling near the United
States nor any drilling in any other part of the world.  To
maintain their exclusivity under the Agreement, Hydrozonix will be
required to purchase a specified number of the Company's new EF60
mobile high volume water treatment units each quarter during the
initial 24 months, plus pay recurring performance-based royalties.
Thereafter, Hydrozonix may maintain its exclusive license by
meeting annual minimum purchases over the life of the Ecosphere
Ozonix patents and paying the required royalties.

Hydrozonix agreed to advance the direct costs and the
manufacturing overhead for each EF60 unit it orders.
Additionally, it will pay a manufacturing fee and a license fee to
EES.  In turn, the Company will be the exclusive manufacturer of
the EF60s and will receive its costs on a pass-through basis from
EES.  Also, EES will pay the Company a manufacturing fee.  In
addition, the Company will receive profit distributions from EES
relating to its ownership of EES which will be derived from the
fees and royalty payments EES receives from Hydrozonix.

EES will continue to operate under its service agreements with two
existing gas drillers.  The Agreement provides that if either
customer wants additional units, Hydrozonix will have the option
to supply the existing customers.  In addition, upon expiration of
the agreements with these customers, the Company and Hydrozonix
may negotiate (i) an assignment of these agreements to Hydrozonix,
and (ii) the sale or lease to Hydrozonix of EES' units which are
servicing these customers.  EES will receive whatever sums are
negotiated and future royalties if Hydrozonix does business with
these existing customers using the Company's Ozonix technology.

In conjunction with executing the Agreement, the Company and the
EES minority members modified certain agreements.  The Company and
the minority members of EES have agreed that the Company will
delay its priority distribution from EES of $2.5 million until the
EES minority members have received a total of $11,350,000 in
distributions (including royalties) relating to the proceeds from
the Agreement.  In addition, so long as Hydrozonix maintains its
exclusivity, the EES minority members will receive 25% of the
royalties paid by Hydrozonix before the remainder of the royalties
are distributed to the Company and the minority members in
accordance with their percentage interests in EES.  Except for
this royalty split, all profits of EES will continue to be divided
52.6% to the Company and the balance to the minority members,
subject to certain priority payments.

In connection with the Agreement, if the existing contracts with
the Company's and EES' current customers are assigned to
Hydrozonix or Hydrozonix purchases or leases the current units
being used to service the current customers, then the proceeds
from those transactions will first be used to discharge the
existing $2 million note held by a minority member.

On March 21, 2011, the Company amended its 2006 Equity Incentive
Plan by increasing the number of shares permitted to be granted
under the Plan by 5,000,000 to 30,000,000 and providing that all
options issued to employees and directors may be issued on a
cashless exercise basis.

                    About Ecosphere Technologies

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

The Company reported a net loss of $22.65 million on $8.96 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $19.05 million on $1.76 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $8.98 million
in total assets, $6.88 million in total liabilities, $1.14 million
in redeemable convertible cumulative preferred stock series A,
$2.74 million in redeemable convertible cumulative preferred stock
series B, and a $1.78 million total stockholders' deficit.

Salberg & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern.  The accounting
firm noted that the Company has a net loss applicable to Ecosphere
Technologies common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.


ECOSPHERE TECH: Registers Add'l 5-Mil. Shares Under Incentive Plan
------------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to Form S-8
relating to the issuance of additional shares of common stock
issuable under the 2006 Equity Incentive Plan.  The Plan has been
amended to increase the number of shares available from 25,000,000
to 30,000,000 and to allow for the cashless exercise of stock
options held by officers, directors, and employees.

                    About Ecosphere Technologies

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

The Company reported a net loss of $22.65 million on $8.96 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $19.05 million on $1.76 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $8.98 million
in total assets, $6.88 million in total liabilities, $1.14 million
in redeemable convertible cumulative preferred stock series A,
$2.74 million in redeemable convertible cumulative preferred stock
series B, and $1.78 million in total stockholders' deficit.

Salberg & Company, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern.  The accounting
firm noted that the Company has a net loss applicable to Ecosphere
Technologies common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.


ENNIS COMMERCIAL: Has Access to Cash Collateral Until September
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Ennis Commercial Properties, LLC, to use, until
September 2011, the cash collateral securing its debts to its
prepetition lenders.

As reported by Troubled Company Reporter on Oct. 12, 2010, absent
the new cash collateral order, the Debtor's access to cash would
have expired at the end of March 2011.

The Debtor needs the cash collateral to fund its Chapter 11 case,
pay suppliers and other parties, and to make adequate protection
payments.  The Debtor will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection on March 16, 2010
(Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company disclosed $40,878,319  in
assets and $43,922,485 in liabilities.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on Feb. 2, 2009.  Two other affiliates also filed for
Chapter 11 in 2009.


ENNIS COMMERCIAL: Taps Bill Pfeif as Real Estate Broker
-------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California authorized Ennis Commercial
Properties, LLC, to employ Lorin Rambo, Broker Associate, at Bill
Pfeif and Associates - Guarantee Real Estate as real estate
broker.

The firm is expected to obtain an opinion of the current fair
market values of properties owned by the Debtor.

The source of compensation for professional services to be
rendered will be the funds of the Debtor.  The broker will be
compensated on a flat-fee basis.  For price opinions of vacant
land, the broker indicated that his fee will be $300 per property,
and for income producing property, the broker indicated that his
fee would be $500 per property.

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

The firm can be reached at:

     Lorin Rambo, Broker Associate
     BILL PFEIF AND ASSOCIATES - GUARANTEE REAL ESTATE
     9415 N. Ft. Washington Road, Suite 108
     Fresno, CA 93730
     Tel: (559) 917-5151

                 About Ennis Commercial Properties

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection on March 16, 2010
(Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company disclosed $40,878,319  in
assets and $43,922,485 in liabilities.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on Feb. 2, 2009.  Two other affiliates also filed
for Chapter 11 in 2009.


ENTECH SOLAR: EisnerAmper LLP Raises Going Concern Doubt
--------------------------------------------------------
Entech Solar, Inc., filed on March 25, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

EisnerAmper LLP, in Edison, New Jerseyk, expressed substantial
doubt about Entech Solar's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and negative cash flows from operations.

The Company reported a net loss of $18.4 million on $246,000 of
revenues for 2010, compared with a net loss of $35.8 million on
$2.2 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $42.6 million
in total assets, $4.6 million in total liabilities, $11.2 million
in convertible preferred stock, and stockholders' equity of
$26.9 million.

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

                       http://is.gd/gsEt3L

Fort Worth, Tex.-based Entech Solar, Inc., plans to become a
leading developer of renewable energy technologies for the
commercial, industrial and utility markets.  The Company's designs
in concentrating solar modules that directly produce electricity
from sunlight are a part of its SolarVolt(TM) product line.  In
January 2010, the Company launched its patented, state-of-the-art
collimating skylight that we believe provides superior light
output and optical efficiency for commercial and green building
initiatives.


EVEREST HEIGHTS: Files New List of 20 Largest Unsec. Creditors
--------------------------------------------------------------
Everest Heights Dallas Real Estate, Inc., has filed with the U.S.
Bankruptcy Court for the Northern District of Texas an amended
list of its 20 largest unsecured creditors:

Creditor                          Nature of Claim        Amount
--------                          ---------------        ------
Karuna Elete                                             $550,000
3112 Chippenham Dr.
Plano, TX 75093

Upender Reddy                                            $200,000
1004 Ridge Hollow Tr.
Irving, TX 75063

Ravi Venishetty                                           $50,000
786 Eiffel Dr.
Plano, TX 75023

Nagalakshmi Varati                                        $25,000

Maheshwar Thummala                                        $25,000

Ram Thummala                                              $25,000

Ram Somaraju                                              $25,000

Sudheer D. Reddy                                          $25,000

Satish Reddy                                              $25,000

Ananth Pajjur                                             $25,000

Amar Neburi                                               $25,000

Karuna Elete                                              $25,000

Vijay Nama                                                $25,000

Narsing Mynampally                                        $25,000

Arvind Muppidi                                            $25,000

Srinivas Kuthuru                                          $25,000

Krishna Kurapati                                          $25,000

Kasturi Inaganti                                          $25,000

Karunaker Gurram                                          $25,000

Prasid Dodda                                              $25,000

Randhir Devireddy                                         $25,000

                      About Everest Heights

Dallas, Texas-based Everest Heights Dallas Real Estate, Inc.,
filed for Chapter 11 bankruptcy protection on Feb. 27, 2011
(Bankr. N.D. Tex. Case No. 11-31308).  Mark Edward Andrews, Esq.,
at Cox Smith Matthews Incorporated, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate Everest Heights Dallas, Inc., filed a separate Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-31309).  It estimated
its assets and debts at $10 million to $50 million.


EVEREST HEIGHTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Everest Heights Dallas Real Estate, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Texas its schedules
of assets and liabilities, disclosing:

  Name of Schedule                        Assets       Liabilities
  ----------------                        ------       -----------
A. Real Property                              $0
B. Personal Property                          $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $4,700,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,525,000
                                           -----        ----------
      TOTAL                                   $0        $6,225,000

A copy of Everest Heights Dallas Real Estate, Inc.'s schedules of
assets and liabilities is available for free at:

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

Everest Heights Dallas, Inc., reported zero assets and zero
liabilities in its schedules.  A copy is available for free at:

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

                      About Everest Heights

Dallas, Texas-based Everest Heights Dallas Real Estate, Inc.,
filed for Chapter 11 bankruptcy protection on Feb. 27, 2011
(Bankr. N.D. Tex. Case No. 11-31308).  Mark Edward Andrews, Esq.,
at Cox Smith Matthews Incorporated, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate Everest Heights Dallas, Inc., filed a separate Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-31309).  It estimated
its assets and debts at $10 million to $50 million.


FFS DATA: Set to Exit Chapter 11 Bankruptcy
-------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
FFS Data said it is set to emerge from Chapter 11 bankruptcy by
chopping away $26.3 million in claims related to loan guarantees
and by settling millions of dollars in litigation claims.

"This is a really good company, but we had been fighting two
lawsuits that were a drain.  I wasn't seeing any light at the end
of the tunnel," the report quotes President and CEO Brad Geisen as
saying.

Based in Boca Raton, Florida, FFS DATA Inc. aka Foreclosure.com
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 09-38395) on Dec. 23, 2009.  Judge Erik P. Kimball presides
over the case.  Bradley S. Shraiberg, Esq., represents the Debtor.
In its petition, the Debtor estimated assets between $1 million
and $10 million, and debts between $10 million and $50 million.


FISHER ISLAND: Judge Permits State Court Litigation to Proceed
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the two legal teams vying
for control of Fisher Island Investments Inc. made their first
appearance in bankruptcy court Friday, when a judge said he'd
allow existing litigation to continue and asked whether an
examiner or trustee may be needed for the company.  At a hearing,
Judge A. Jay Cristol of the U.S. Bankruptcy Court in Miami also
issued a ruling to ensure that the pending involuntary bankruptcy
filing won't halt lawsuits pending in two state courts in which
the ownership of Fisher Island Investments -- and its right to
develop a luxury resort community located on a 216-acre island off
Miami's coast -- is at stake.  The ownership dispute resulted in
two different legal teams stepping forward to claim that they
represent the company's true owners, one of which said it would
accept the recent involuntary bankruptcy filing and another which
said it would oppose it.

The Troubled Company Reporter, citing a prior DBR report, said on
March 24, 2011, that creditors are seeking a trustee for Fisher
Island.  DBR also said attorneys claiming to represent Fisher
Island are at odds over the ownership of the private-island resort
community off the coast of Miami as well as whether creditors
should be allowed to push it into bankruptcy protection.

Darin A. DiBello, Esq., at DiBello, Lopez & Castillo, filed court
papers saying Fisher Island would consent to the involuntary
Chapter 11 petition that creditors owed $32.4 million filed.

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

                        About Fisher Island

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

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


FLINT TELECOM: Common Stock Sells at $0.009 Apiece on March 22
--------------------------------------------------------------
Flint Telecom Group, Inc., filed with the U.S. Securities and
Exchange Commission an Amendment No. 3 to its registration
statement on Form S-1 relating to the resale of up to 21,000,000
shares of the Company's common stock, par value $0.01 per share,
by Kodiak Capital Group, LLC.  The shares of common stock offered
under this prospectus by Kodiak are issuable to Kodiak pursuant to
the Investment Agreement entered into by and between Kodiak and
the Flint Telecom Group, Inc., dated Nov. 26, 2010, as amended and
restated on Jan. 19, 2011.  The Company will not receive any
proceeds from the sale of these shares by Kodiak.  This
registration statement covers only a portion of the shares of
common stock that may be issuable pursuant to the IA.  The Company
may file subsequent registration statements covering the resale of
additional shares of common stock issuable pursuant to the IA with
Kodiak.  The Company will bear all costs associated with this
registration statement.

Kodiak may sell the shares of common stock described in this
prospectus in a number of different ways and at varying prices.
The Company provides further information about how Kodiak may sell
its shares of common stock in the section entitled "Plan of
Distribution."  Kodiak is an "underwriter" within the meaning of
the Securities Act of 1933, as amended, in connection with the
resale of the Company's common stock under the IA.

The Company's shares of common stock are quoted on the OTCBB under
the symbol "FLTT.OB."  On March 22, 2011, the closing sale price
of the Company's common stock was $0.009 per share.

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $17.7 million in total liabilities, $4.9 million
in redeemable equity securities, and a stockholders' deficit of
$12.4 million.

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


FORUM HEALTH: Committee Appeals Ruling Denying Access to Donations
------------------------------------------------------------------
Peter H. Milliken at Vindy.com reports that the committee of
unsecured creditors filed a notice of appeal to U.S. District
Court of U.S. Bankruptcy Judge Kay Woods' decision that they can't
the more than $12 million in unrestricted donations to charitable
foundations that supported Forum Health's hospitals.

Vindy.com relates that Judge Woods has granted motions by Western
Reserve Health Foundation that supported Northside Medical Center
and the Trumbull Memorial Hospital Foundation that supported TMH
to be dismissed from the Forum Health bankruptcy case.  Forum's
unsecured creditors asked Judge Woods to stay her order on the
foundations and their money pending the creditors' appeal and to
have a hearing soon on their request for the stay.

"If the foundations are dismissed from these Chapter 11 cases
pending the committee's appeal, the bankruptcy court will no
longer have any supervisory power over their assets," the report
quotes the unsecured creditors, as saying.

According to the report, in their motions to be dismissed from
bankruptcy, the foundations said they'd no longer seek to support
the hospitals, now that a for-profit business owns them.  Rather,
the foundations said they'll seek to improve the health status of
the Youngstown-Warren community.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FREDDIE MAC: Reports February Volume Summary
--------------------------------------------
Federal Home Loan Mortgage Corporation issued its February 2011
Monthly Volume Summary.

February 2011 Highlights:

   -- The total mortgage portfolio increased at an annualized rate
      of 0.1% in February.

   -- Single-family refinance-loan purchase and guarantee volume
      was $31.4 billion in February, reflecting 81% of total
      mortgage purchases and issuances.

   -- Total number of loan modifications were 11,864 in February
      2011 and 23,017 for the two months ended Feb. 28, 2011.

   -- The aggregate unpaid principal balance (UPB) of the
      Company's mortgage-related investments portfolio increased
      by approximately $1.3 billion in February.

   -- Total Freddie Mac mortgage-related securities and other
      guarantee commitments decreased at an annualized rate of
      1.7% in February.

   -- The Company's single-family seriously delinquent rate
      decreased to 3.78% in February.  The Company's multifamily
      delinquency rate increased to 0.36% in February.

   -- The measure of the Company's exposure to changes in
      portfolio market value (PMVS-L) averaged $383 million in
      February.  Duration gap averaged 0 months.

   -- On Sept. 6, 2008, the Director of the Federal Housing
      Finance Agency (FHFA) appointed FHFA as Conservator of
      Freddie Mac.

A full-text copy of the Monthly Operating Summary is available for
free at http://is.gd/0dkXwR

                         About Freddie Mac

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

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GCIC DEVELOPMENT: Douglas Wilson Named as Off-Panel Trustee
-----------------------------------------------------------
Douglas Wilson, owner of Douglas Wilson Companies (DWC), has been
appointed off-panel trustee on GCIC Development Corp. in Oklahoma
and the 6,500-acre Sargent Ranch in the San Francisco Bay Area.

GCIC Development Corporation's portfolio includes a variety of
commercial and hospitality properties throughout the Southwest.
The Sargent Ranch project comprises 6,500 acres of primarily
pristine farmland in the town of Gilroy, Calif. There is more than
$90 million in debt on the property.

The assignment of Douglas Wilson as off-panel trustee by the
United States Trustee reflects the extraordinary nature of these
two bankruptcies.

"These are uniquely complex assignments," said Wilson, whose firm
has provided problem resolution services for over 600 projects
since 1989. "Both involve big, complicated assets with tremendous
upside opportunities."

Based in San Diego, Calif., Douglas Wilson Companies operates four
offices around the United States, including Washington, D.C., Las
Vegas and San Francisco. To date, the company has provided problem
resolution for assets valued in excess of $12 billion.

                   About Douglas Wilson Companies

Founded in 1989, Douglas Wilson Companies --
http://www.douglaswilson.com-- provides a wide range of
specialized business and real estate services to law firms, state
and federal courts, corporations, partnerships, pension funds,
REITS, financial institutions and property owners nationwide.
Services include workout and problem resolution, forensic
accounting and litigation support, joint venture investments and
development, small business support, brokerage, asset management,
crisis/force majeure response, entitlement and construction
management.

                       About GCIC Development

Bonita, California-based GCIC Development Corp. filed for a
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-
21674) on Dec. 9, 2010.  Daniel Masters, Esq., at Daniel C.
Masters, assists the Company in its restructuring effort.  The
Company listed assets of $2,083,740 and debts of $768,880.


GEOPHARMA INC: In Chapter 11; Has Sold Assets to Reduce Debt
------------------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that GeoPharma Inc.,
which sought bankruptcy protection last week, was formerly on
NASDAQ, but was delisted in 2010.  In an effort to remove debt,
the Company has sold its headquarters and one of its subsidiaries,
the news source said.

Ms. MacBeth notes the U.S. Labor Department recently required the
company to pay $1.3 million to 187 employees in back wages, as it
was in violation of the Fair Labor Standards Act, according to the
news source.  GeoPharma has had a series of resignations in recent
months, including top executives such as the chief executive
officer, chief financial officer and chairman.

                       About GeoPharma Inc.

Based in Largo, Fla., GeoPharma, Inc., which operates under the
business name of Innovative Health Products, manufactures,
packages, and distributes private-label dietary supplements, over-
the-counter drugs and health and beauty products.

GeoPharma Inc. filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 11-05210) on March 23, 2011, estimating up to $10 million
in assets and $10 million to $50 million in liabilities.  The
Company is represented by Charles A. Postler of Stichter, Riedel,
Blain & Prosser.


GEOSUN LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GeoSun, LLC
        5540 N. Academy Blvd., Suite 100
        Colorado Springs, CO 80918

Bankruptcy Case No.: 11-16088

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Harrie F. Lewis, Esq.
                  LINDQUIST & VENNUM PLLP
                  600 17th St., Ste. 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  E-mail: hlewis@lindquist.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-16088.pdf

The petition was signed by C. Randel Lewis, Trustee of the Jannie
Richardson Chapter 11 per Court Order.


G.H. DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: G.H. Development Corporation
        1640 S. Sepulveda Boulevard, Suite 430
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-22650

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
G.H. Real Estate Development LLC      11-22652
Market Investment Co., LLC            11-22653
RE: Investment Co. LLC                11-22654
Simi Valley Investment Co LLC         11-22655
Cochran Investment Co., LLC           11-22658

Chapter 11 Petition Date: March 24, 2011

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

Judge: Alan M. Ahart

Debtors' Counsel: Stephen Michael Lopez, Esq.
                  1640 S. Sepulveda Boulevard, Suite 430
                  Los Angeles, CA 90025
                  Tel: (818) 370-4555

Lead Debtor's Estimated Assets: $100,001 to $500,000

Lead Debtor's Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-22650.pdf

The petition was signed by George Herscu, president.


GMX RESOURCES: Inks 2nd Amendment to Loan Pact With Capital One
---------------------------------------------------------------
GMX Resources Inc. entered into a Second Amendment to Restated
Loan Agreement, dated effective as of March 1, 2011.  The Second
Amendment amends the Fifth Amended and Restated Loan Agreement
dated effective as of Feb. 2, 2011, among GMXR, Capital One,
National Association, as administrative agent, arranger and
bookrunner, for the Lenders, BNP Paribas, as syndication agent,
and Compass Bank, as documentation agent, as amended by the First
Amendment dated as of Feb. 3, 2011.

The Second Amendment amended certain provisions of the Loan
Agreement to (i) extend the period during which GMXR may issuance
additional shares of Series B Preferred Stock under its at-the-
market offering program; (ii) increase the maximum aggregate
liquidation preference of those issuances to up to $62,000,000;
and (iii) permit GMXR to use the cash proceeds from those
issuances for general corporate and working capital purposes.

A full-text copy of the Second Amendment to Restated Loan
Agreement is available for free at http://is.gd/sAvybN

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company's balance sheet at Dec. 31, 2010 showed
$507.09 million in total assets, $368.87 million in total
liabilities and $138.22 million in total equity.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                          *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

Standard & Poor's Ratings Services in February 2011 said it
assigned its preliminary 'B-' corporate credit rating to GMX
Resources Inc. The outlook is stable.  "The ratings on Oklahoma
City-based GMX Resources Inc. reflect the company's limited scale
of operations, meaningful exposure to weak natural gas prices, a
very aggressive near-term spending plan, limited liquidity beyond
2011, and elevated debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey.


HARRY & DAVID: Files for Chapter 11 with Plan Deal
--------------------------------------------------
Harry & David Holdings, Inc., and its units filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 11-10884) on March 28, 2011, to
implement an agreed upon restructuring.

Harry & David announced that it has reached an agreement with
holders of approximately 81% of its senior notes on the terms of a
reorganization that will eliminate substantial indebtedness and
provide equity financing to restructure the Company's balance
sheet.

The Company intends to use the Chapter 11 process to facilitate a
financial and operational restructuring designed to restore Harry
& David to long-term financial health while continuing to operate
in the normal course of business without interruption.

              Restructuring Support Agreement

As a part of the pre-arranged restructuring, the Company has
entered into an agreement with certain holders of the Company's
senior notes.  Supporting noteholders agreed to vote in favor of
the Company's pre-arranged plan and exchange their notes for
common equity.  In addition, they have agreed to backstop a
$55 million rights offering that will provide Harry & David with
the necessary equity financing to emerge from Chapter 11.  Other
noteholders and prepetition creditors will be offered the
opportunity to participate in the rights offering.

"We believe that entering into this agreement provides the best
opportunity for Harry & David to restructure its balance sheet on
an expedited basis, strengthen its operations and create long-term
value, while continuing to provide customers with the highest
quality products and service," said Kay Hong, Chief Restructuring
Officer and interim Chief Executive Officer.  "Harry & David is an
iconic brand, and we believe this is an important first step to
position the business for long-term profitable growth. We greatly
appreciate the support of our lenders, noteholders, customers,
vendors and employees.  Their continued support is vital to our
success."

                       Road to Bankruptcy

Kay Hong, managing director at Alvarez & Marsal and currently
serving as interim chief executive officer of Harry & David,
relates that for nearly 75 years, the Debtors thrived as an
industry leading catalog retailer.  Over the course of the last
several years, however, various external market factors have
diminished the Debtors' competitive advantages and,
correspondingly, revenues and profitability, Mr. Hong relates.

Harry & David said profitability and revenues were hit following
the arrival of a number of "big box" retailers and other low cost
competitors and pressures and consumers becoming extremely price
conscious following the beginning of the 2008 recession.

The Debtors failed to generate enough cash flow during the 2010
holiday season to satisfy the minimum available cash covenant
contained in the prepetition revolving credit facility, and the
Debtors were unable to continue borrowing under the prepetition
revolving credit facility.

The Debtors closed 52 unprofitable stores just prior to the
Petition Date.  The Debtors have filed with the bankruptcy court a
motion to reject each of the closed stores' leases, effective as
of the Petition Date.

Harry & David failed to make interest payments due March 1 on
$58.17 million in senior floating-rate notes and $140 million in
senior fixed-rate notes.  Wells Fargo Bank, N.A. is the indenture
trustee on the notes.

Aside from the notes, the Debtors also owe $30 million related to
the underfunding of the Harry and David Employee's Pension Plan.
The Debtors estimate $37 million owing on account of unsecured
trade debt.  The Debtors have no outstanding borrowings under
their prepetition secured revolver.

                       The Chapter 11 Plan

The Plan Support Agreement provides that the Debtors must file a
Chapter 11 plan on the terms agreed by the parties no later than
May 16, 2011.  The Plan must be confirmed by Sept. 12, 2011, and
the Debtors must exit bankruptcy by Oct. 1, 2011.

Reorganize Harry & David will issue 1 million shares on the
effective date of the Plan.  HD will raise $55 million in capital
through the consummation of the rights offering.  Participants in
the rights offering can subscribe to the shares at an exercise
price of $75 per share, reflecting a 25% discount to the Plan's
implied equity value of $100 per share.  The rights offering will
be backstopped by certain holders of the Notes.

The terms of the Plan agreed to by the parties are:

   (a) Holders of administrative expense claims and priority tax
       claims will be paid in full in cash on the effective date
       of the Plan.

   (b) Any holders of secured claims will receive payment in full
       on the effective date of the Plan or the return of the
       property securing the claim.

   (c) Each holder of outstanding senior floating rate notes due
       2012 and 9.0% senior notes due 2013 (together with the
       general unsecured creditors) will receive its pro rata
       share of 166,667 shares of new common stock of the
       reorganized Harry & David, plus subscription rights to
       acquire up to 733,333 shares in connection with a rights
       offering.

   (d) each holder of an allowed general unsecured claim (other
       than the noteholders) against the Debtors will receive, at
       the option of each unsecured creditor, its pro rata share
       of any one of the following:

          (1) 166,667 shares of new common stock of the
              reorganized Harry & David, plus subscription rights
              to acquire up to 733,333 shares in connection with a
              rights offering; or

          (2) cash in an amount equal to 75% of the plan value of
              the shares; or

          (3) unsecured promissory notes -- bearing interest at
              the annual rate of 6% and scheduled to mature in
              seven years -- in a principal amount equal to the
              value of the shares the unsecured creditor would
              have otherwise been entitled to receive.

   (d) Holders of existing common equity won't receive any
       distributions on account of the interests, and the existing
       interests will be cancelled.

Successful implementation of the proposed plan would result in the
full conversion into equity of the Company's $198 million of
senior notes as well as a significant amount of the Company's pre-
petition general unsecured obligations.

                    $100 Million DIP Financing

In conjunction with its Chapter 11 filing, the Company is seeking
approval to enter into a $100 million first-lien debtor-in-
possession revolving credit facility, which will be provided by
the Company's existing secured lenders, and a $55 million second-
lien DIP term loan, which will be provided by holders of the
Company's senior notes.  The proposed DIP financing will help
support Harry & David's reorganization plans and enable normal
post-petition operation of its business, including timely payment
of employee wages, benefits and other obligations on an
uninterrupted basis.  In addition, the Company has also secured a
commitment from its current lenders to provide up to $100 million
in exit financing to facilitate the plan of reorganization.

The Debtors' proposed postpetition financing consists of a first
lien and a separate second lien credit facility.

The first lien credit facility is a $100 million revolving credit
facility provided by the Debtors' existing lenders under the
Prepetition Revolving Credit Facility.  Borrowings under the First
Lien DIP Credit Facility will be secured by a first priority lien
on substantially all of the Debtors' assets, with the exception of
funds held in a single bank account that holds proceeds from the
Second Lien DIP Credit Facility.  The First Lien DIP Credit
Facility will enable the Debtors to purchase necessary inventory
later in the year as they work towards the 2011 holiday season. In
addition, the First Lien Revolving Credit Facility essentially
will act as the Debtors' exit facility, as the First Lien DIP
Lenders have provided a commitment to provide a similar revolving
credit facility to the Debtors upon their emergence from the
chapter 11 cases.

In addition to the First Lien DIP Credit Facility, members of the
Ad Hoc Committee of Noteholders and Wasserstein, also a holder of
Senior Notes, will provide a $55 million second lien term loan to
the Debtors.  Borrowings under the Second Lien DIP Credit Facility
will be secured by a lien on substantially all of the Debtors'
assets, and such lien will be subordinate only to the lien granted
under the First Lien DIP Credit Facility.  The Second Lien DIP
Credit Facility will provide the Debtors with the necessary
working capital to operate during the course of these cases as
they work towards the confirmation of a plan of reorganization.

                        Business as Usual

The Company said expects no interruptions to customer service
throughout the Chapter 11 process. Consumers can continue to
purchase Harry & David products online at
http://www.harryanddavid.com/, through catalog orders, and at the
70 Harry & David stores nationwide.  The Company will continue
honoring its Fruit-of-the-Month Club(R), gift cards and other
customer programs.  Customers may continue to direct inquiries to
Harry & David's customer support at (877) 322-1200.

Vendors and other stakeholders can obtain additional information
about the reorganization by visiting
http://www.gcginc.com/cases/hador by calling (888) 425-7040.
During the Chapter 11 process, the Company expects to pay for
post-petition purchases of goods and services in the ordinary
course of business.

                       First Day Motions

The Debtors have filed first day pleadings, which they say, are
intended to enable the Debtors to operate effectively and
efficiently within the Chapter 11 cases, as well as avoid certain
adverse consequences that might otherwise result from the
bankruptcy filing. Among other things, the First Day Pleadings
seek relief aimed at maintaining: (a) the loyalty of the Debtors'
customers; (b) the confidence of the Debtors' various
stakeholders; and (c) the morale of the Debtors' employees.

                     Bankruptcy Professionals

Harry & David's investment banker is Rothschild Inc., its legal
advisor is Jones Day, and its financial advisor is Alvarez &
Marsal.

The Company's bondholders are being advised by Stroock & Stroock &
Lavan LLP, as legal counsel, and Moelis & Company as financial
advisor.

                           *     *     *

The Wall Street Journal's Joel Millman reports that Harry &
David's bankruptcy filing is raising worries about the local
economy and anger at Wall Street.

"We're all holding our breath, hoping for the best. A lot of us do
a lot of business with them," said Mike Naumes, president of
Naumes Inc., one of three large pear growers -- Harry & David and
Associated Fruit Co. are the others -- that dominate orchard
production in southwestern Oregon's Rogue River Valley, according
to the Journal.

Mr. Millman reports that the failure of Harry & David is raising
anger locally at Wall Street, which is seen as recklessly
borrowing to do the buyout without regard for the local economy,
workers or the business.

Mr. Millman says Wasserstein declined to issue a comment.
However, he continues, a person familiar with the group's history
with the Oregon company said Harry & David's biggest problem
wasn't outside management but a recession and a shift in
customers' buying habits.

According to the Journal, a Harry & David spokeswoman added,
"There are no broad-scale layoffs planned at this time" and said
that while the company would review all areas of its operations,
"there are no additional store closures at this time."

The Journal also relates that Wasserstein, the private-equity firm
founded by Wall Street deal maker Bruce Wasserstein, who died in
2009, saw its equity in Harry & David wiped out in the bankruptcy.
But, the Journal points out, Wasserstein already has turned a
profit on the deal.  The Journal relates that Wasserstein invested
$82 million in the 2004 buyout of Harry & David.  But after a
strong 2004 Christmas season, it did a second bond offering,
paying itself $100 million in a one-time dividend, or a 25% return
on its initial investment.

According to the Journal, a person familiar with the matter said
Wasserstein also was among Harry & David's biggest bondholders
before the bankruptcy and will remain among the largest
shareholders going forward, though its board representation and
management fees will go down.  Also, Harry & David will terminate
its defined benefit pension plan, according to the company's
bankruptcy filing, which the company valued at $19 million at
June 26.

                About Harry & David Holdings

Medford, Oregon-based Harry & David Holdings, Inc. is a multi-
channel specialty retailer and producer of branded premium gift-
quality fruit and gourmet food products and gifts marketed under
the Harry & David(R), Wolferman's(R) and Cushman's(R) brands.  It
has 70 stores across the country.  Products are also available
online at http://www.harryanddavid.com/,
http://www.wolfermans.com/, and http://www.honeybell.com/

Harry & David grows and manufactures 85% of its products in-house.
The Debtors own approximately 3,400 acres of land in Oregon, of
which approximately 1,900 acres are planted orchards
geographically dispersed throughout the Rogue Valley of Southern
Oregon.

Harry & David has 1,950 full-time employees.  For the 12 months
ending Dec. 25, 2010, sales were $416 million.

Harry & David is controlled by The Medford, Oregon-based retailer,
owned by investment funds controlled by Wasserstein & Co., which
hold 63% of the shares.  Affiliates of funds sponsored by
Highfields Capital Management LP own 34%.

The latest financial statements filed with the U.S. Securities and
Exchange Commission shows that the Company has $304.3 million in
total assets, $360.8 million in total liabilities, and a
stockholders' deficit of $56.5 million at Dec. 25, 2010.


HARRY & DAVID: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harry & David Holdings, Inc.
          aka Bear Creek Corporation
              Bear Creek Direct Marketing, Inc.
              Bear Creek Stores, Inc.
              Bear Creek Operations, Inc.
              Bear Creek Orchards, Inc.
        2500 South Pacific Highway
        Medford, OR 97501

Bankruptcy Case No.: 11-10884

Debtor-affiliates that filed separate Chapter 11 petitions:

  Debtor                              Case No.
  ------                              --------
Harry and David                       11-10885
Harry & David Operations, Inc.        11-10886
Bear Creek Orchards, Inc.             11-10887

Chapter 11 Petition Date: March 28, 2011

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

Judge: Mary F. Walrath

About the Business: Medford, Oregon-based Harry & David Holdings,
                    Inc. is a multi-channel specialty retailer and
                    producer of branded premium gift-quality fruit
                    and gourmet food products and gifts marketed
                    under the Harry & David(R), Wolferman's(R) and
                    Cushman's(R)  brands.  It has 70 stores across
                    the country.

Debtors' Local Counsel: Daniel J. DeFranceschi, Esq.
                        Paul Noble Heath, Esq.
                        Zachary I Shapiro, Esq.
                        RICHARDS LAYTON & FINGER
                        One Rodney Square
                        P.O. Box 551
                        Wilmington, DE 19899
                        Tel: (302) 651-7700
                        Fax: (302) 651-7701
                        E-mail: defranceschi@rlf.com
                                heath@rlf.com
                                shapiro@rlf.com

Debtors' Legal Counsel: David G. Heiman, Esq.
                        JONES DAY
                        North Point
                        901 Lakeside Avenue
                        Cleveland, OH 44114
                        Tel: (216) 586-3939
                        Fax: (216) 579-0212

                             - and -

                        Brad B. Erens, Esq.
                        Timothy W. Hoffman, Esq.
                        JONES DAY
                        77 West Wacker
                        Chicago, IL 60601
                        Tel: (312) 782-3939
                        Fax: (312) 782-8585

Debtors'
Investment Banker:      ROTHSCHILD INC.

Debtors'
Financial Advisor:      ALVAREZ & MARSAL LLC
                        100 Pine Street, 9th Floor
                        San Francisco, CA 74111
                        Kay Hong
                        Paul Kosturos
                        Tel: (415) 490-2300
                        Fax: (415) 837-1684

Debtors' Claims
& Notice Agent:         GARDEN CITY GROUP INC.

Counsel to
Principal Noteholders:  Kristopher M. Hansen, Esq.
                        Erez E. Gilad, Esq.
                        STROOCK & STROOCK & LAVAN LLP
                        180 Maiden Lane
                        New York, NY 10038
                        Fax: (212) 806-7133
                        E-mail: khansen@stroock.com
                                egilad@stroock.com

                                - and -

                         Thomas B. Walper, Esq.
                         MUNGER, TOLLES & OLSON LLP.
                         355 South Grand Avenue, 35th Floor
                         Los Angeles, CA 90071-1560
                         Fax: (213) 683-5193
                         E-mail: thomas.walper@mto.com

                                - and -

                         Ira S. Dizengoff, Esq.
                         AKIN GUMP STRAUSS HAUER & FELD LLP
                         One Bryant Park
                         New York, NY 10036
                         Fax: (212) 872-1002
                         E-mail: idizengoff@akingump.com

Financial Advisors
To Principal
Noteholders:             MOELIS & COMPANY

Total Assets: $304.3 million as of Dec. 25, 2010.

Total Debts: $360.8 million as of Dec. 25, 2010.

The petitions were signed by Kay Hong, interim chief executive
officer and chief restructuring officer.

Harry & David's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Bank                   Sr. Fixed Rates    $140,192,000
c/o Corporate Trust Services                Notes
45 Broadway - 14th Floor
New York, NY 10006

Wells Fargo Bank                   Floating Rt. Notes  $58,170,000
c/o Corporate Trust Services
45 Broadway - 14th Floor
New York, NY 10006

Harry & David Pension Plan         Pension Liability   $27,400,000
2500 S. Pacific Hwy.
Medford, OR 97501-2675

Convergys CMG                      Trade Debt           $2,222,906
201 East 4th Street
Cincinnati, OH 45202

R.R. Donnelley Receivables         Trade Debt           $2,170,979
111 South Wacker Drive
Chicago, IL 60606-4301

FedEx                              Trade Debt           $1,185,578
942 South Shady Grove Road
Memphis, TN 38120

Google Inc.                        Trade Debt             $872,662
1600 Amphitheater Parkway
Mountain View, CA 94043

Ada Valley Gourmet Foods           Trade Debt             $827,988
6210 E. Fulton
Ada, MI 49301

Guittard Chocolate Co.             Trade Debt             $585,628
10 Guittard Road
Burlingame, CA 94010

SAP America, Inc.                  Trade Debt             $562,171
3999 West Chester Pike
Newtown Square, PA 19073

IBM Corporation                    Trade Debt             $531,186
1360 Boul Rene-Leves
Montreal, QC H3G 2W6
Canada

Nautical Furnishings Inc.          Trade Debt             $455,735
60 Northwest 60th Street
Fort Lauderdale, FL 33309

InfoLogix, Inc.                    Trade Debt             $450,373
101 E. County Line Road, Suite 210
Hatboro, PA 19040

AmeriCold Logistics, LLC           Trade Debt             $441,274
10 Glenlake Parkway, Suite 800
Atlanta, GA 30328

Smucker Specialty Foods            Trade Debt             $439,346
1050 Stanton Street
Ripon, WI 54971-1279

Achatz Handmade Pie Co.            Trade Debt             $397,482
30301 Commerce Boulevard
Chesterfield, MI 48051

American List Counsel, Inc.        Trade Debt             $395,430
4300 US Highway 1
Princeton, NJ 08543

Rockwell Architecture              Trade Debt             $359,654
5 Union Square West
New York, NY 10003

Southern Bakeries, LLC             Trade Debt             $340,974
2700 East 3rd Street
Hope, AR 71801

Hines Nursery                      Trade Debt             $291,294
12621 Jeffrey Road
Irvine, CA 92620-2101


HERBALIFE LTD: S&P Withdraws 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on Los Angeles, California-based Herbalife
International Inc. and parent company Herbalife Ltd. at the
company's request.


HOPE SPRINGS: Has New Budget for Cash Use Until April 30
--------------------------------------------------------
Hope Springs Partners, LLC, has submitted an amended budget
related to the amended agreed entry regarding final use of cash
collateral.

As reported by the Troubled Company Reporter on March 4, 2011,
Judge Basil H. Lorch III signed off on the amended agreed entry
regarding final cash collateral use between the Debtor and U.S.
Bank National Association.  The court order allows the Debtor
continued use of cash collateral securing its obligations to U.S.
Bank until April 30.  That access was to expire Feb. 2 absent the
extension.

A copy of the cash collateral budget is available for free at:

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

Carmel, Indiana-based Hope Springs Partners, LLC, filed for
Chapter 11 bankruptcy protection on Nov. 19, 2010 (Bankr. S.D.
Ind. Case No. 10-17467), estimating assets at $10 million to
$50 million and debts at $1 million to $10 million.  No committee
of unsecured creditors has been appointed in the Chapter 11 case.

Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft
Stettinius & Hollister LLP, originally represented the Debtor in
its restructuring effort.  They were terminated as of Dec. 22,
2010.  The Debtor is now being represented by:

         Ross M. Kwasteniet, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle Street
         Chicago, IL 60654
         Telephone: (312) 862-2069
         Facsimile: (312) 862-2200
         E-mail: ross.kwasteniet@kirkland.com


HOPE SPRINGS: U.S. Bank Objects to Plan Exclusivity Extension
-------------------------------------------------------------
U.S. Bank National Association, the senior secured lender of Hope
Springs Partners, LLC, has filed an objection to the Debtor's
request to extend the Debtor's exclusive period to file a Chapter
11 plan through and including June 20, 2011, and the exclusive
period for the Debtor to solicit acceptances to that Chapter 11
plan until Aug. 17, 2011.

U.S. Bank does not believe that the Debtor has made any meaningful
efforts to propose or file a Chapter 11 plan since commencing the
Chapter 11 case.  U.S. Bank says that although the Debtor alleges
that it has taken a number of steps towards reorganization, based
upon the record of this Chapter 11 case, and based upon
information provided to U.S. Bank by the Debtor, it does not
appear that the Debtor has accomplished much in the Chapter 11
case other than the continued business operations of the Debtor.

U.S. Bank claims that in the Debtor's request for extension of
exclusive periods, the Debtor attempts to assign blame to U.S.
Bank for any lack of progress in the Chapter 11 case to date.  The
Debtor said in its request for extension that the Debtor and U.S.
Bank "have negotiated and reached agreements on the Debtor's use
of cash collateral, resulting in interim and final orders
approving such agreements.  These negotiations took well over a
month to conclude.  The Debtors have [sic] also attempted to
engage U.S. Bank in settlement negotiations.  These negotiations
have moved slowly and the Debtors need [sic] additional time to
determine whether a negotiated resolution with U.S. Bank is
achievable.  The Debtor believes an extension of the Exclusive
Periods is necessary to allow the Debtor to continue these
efforts, especially given the slow pace of settlement discussions
with U.S. Bank to this point."

U.S. Bank says that with respect to the cash collateral
negotiations, the Debtor and U.S. Bank had already reached an
agreement as to the form of the final cash collateral agreed entry
by the time of the Feb. 2 hearing.  "However, the Debtor did not
agree to submit such final cash collateral agreed entry to this
Court at such time due to the Debtor's desire to include in the
budget, among other line items, certain amounts to insiders of the
Debtor and amounts with respect to the fees and expenses of
certain professionals of the Debtor," U.S. Bank claims.

U.S. Bank states, "Despite U.S. Bank having communicated to the
Debtor since late January 2011 its continued willingness to allow
the Debtor's use of cash collateral to pay the operating expenses
of the Debtor plus certain other amounts, as set forth in the
budget, and U.S. Bank's agreement to include language in the final
cash collateral agreed entry reserving the Debtor's rights to seek
authority of this Court for the payment of the additional amounts
that the Debtor sought to be paid, the Debtor did not ultimately
submit the final cash collateral agreed entry to this Court until
Feb. 25, 2011.  Any delay with respect to the final cash
collateral agreed entry was solely the Debtor's decision, and in
fact, such delay was contrary to U.S. Bank's continual request to
the Debtor throughout late January 2011 and February 2011 to
submit the final cash collateral agreed entry to this Court."

U.S. Bank is represented by:

   Ronald E. Gold
   Joseph B. Wells, Esq.
   FROST BROWN TODD LLC
   2200 PNC Center
   201 East Fifth Street
   Cincinnati, Ohio 45202
   Tel: (513) 651-6800
   Fax: (513) 651-6981
   E-mail: rgold@fbtlaw.com
           jbwells@fbtlaw.com

Carmel, Indiana-based Hope Springs Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 10-
17467) on Nov. 19, 2010, estimating assets at $10 million to
$50 million and debts at $1 million to $10 million.  No committee
of unsecured creditors has been appointed in the Chapter 11 case.

Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft
Stettinius & Hollister LLP, originally represented the Debtor in
its restructuring effort.  They were terminated as of Dec. 22,
2010.  The Debtor is now being represented by:

         Ross M. Kwasteniet, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle Street
         Chicago, IL 60654
         Telephone: (312) 862-2069
         Facsimile: (312) 862-2200
         E-mail: ross.kwasteniet@kirkland.com


INGLES MARKETS: Moody's Confirms Ratings; Outlook Now Negative
--------------------------------------------------------------
Moody's Investors Service has corrected a previous release on
Ingles Markets Inc.  Moody's substitutes confirmed for affirmed in
the headline and all paragraphs where mentioned.  The revised
release is:

Moody's Investors Service confirmed Ingles Markets Inc.'s ratings
and changed the outlook to negative based on concerns that credit
metrics could remain weak for an extended period.

Ingles' ratings are confirmed as the company continues to have
a solid position in its regional Southeastern markets evidenced
by same store sales growth and increased foot traffic due to
improvements in its store base.  Ingles' large base of stores
that are owned rather than leased reduces the company's fixed
cost burden and is also a credit positive.  The Ba3 Corporate
Family Rating reflects the company's solid regional franchise,
its base of owned real estate and adequate liquidity.

The negative outlook reflects Moody's concern that given the
company's moderate scale, geographic concentration, inflationary
pressures, competition from alternative food retailers and
sluggish economic recovery, margins could remain under pressure
resulting in little or no improvement in credit metrics for an
extended period.  Ingles' credit metrics were further weakened due
to the issuance of $99.74 million in tax exempt Recovery zone
Facility Bonds in the second quarter of fiscal 2011 primarily to
finance the construction of a new warehouse and distribution
center.  Although the company's investment in new stores and store
upgrades has been successful in helping customer retention and
increasing traffic, it has not yet led to meaningful margin
expansion.

These ratings are confirmed:

* Corporate Family Rating at Ba3
* Probability of Default Rating at Ba3
* Senior Unsecured Notes at B1 (LGD 5, 73%)

Given the negative outlook, an upgrade in the near to medium term
is unlikely.  Stabilization of the outlook would depend on a
material positive trend in margins while sustaining debt to EBITDA
below 4.0 times.

Ratings could be downgraded if the company's profitability and
cash flow deteriorate such that the reported EBITA margin does not
trend to above 4% or if debt to EBITDA is sustained materially
above 4.0 times.  Also, ratings could be downgraded if the company
experiences ongoing negative comparable store sales or if returns
to shareholders increase.

In the longer term ratings could be upgraded if reported EBITA
margin is sustained above 4.5%, debt to EBITDA is sustained below
3.5 times, and if strong positive comparable store sales continue.

The last rating action on Ingles was the placement of the
company's ratings under review for possible downgrade on
December 20, 2010.

Ingles Markets, headquartered in Ashville, North Carolina,
operates 202 supermarkets principally in Georgia, North Carolina,
South Carolina and Tennessee.  Ingles also owns and operates 70
shopping centers, 58 of which contain an Ingles Supermarket and 93
free standing stores.


INNOVIDA HOLDINGS: Placed in Bankruptcy by Receiver
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the court-appointed receiver
who took control of InnoVida Holdings LLC after its founder was
accused of fraud and mismanagement placed the high-tech-housing
company and its affiliates into bankruptcy protection.  The
receiver, Mark S. Meland, is now urging the U.S. Bankruptcy Court
in Miami to let him remain at the company's helm and ensure that
control of the company doesn't revert back to founder Claudio
Osorio and wife Amarilis Osorio.

"It is without question that the receiver's investigation has
uncovered serious failings of their management of the InnoVida
entities," Mr. Meland said Friday in court papers, according to
DBR.  "More troubling is the Osorios' use of company funds to pay
their significant personal living expenses while InnoVida and its
subsidiaries were starved for cash."

An attorney representing the Osorios wasn't immediately available
for comment Monday, DBR says.


INNOVIDA HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: InnoVida Holdings, LLC
        fdba COEG, LLC
        c/o Mark S. Meland, Receiver
        Meland Russin & Budwick, PA
        200 S. Biscayne Boulevard, Suite 3000
        Miami, FL 33131

Bankruptcy Case No.: 11-17702

Debtor-affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                        Case No.
        ------                        --------
InnoVida MRD, LLC                     11-17704
InnoVida Services, Inc.               11-17705
InnoVida Southeast, LLC               11-17706

Chapter 11 Petition Date: March 24, 2011

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Peter D. Russin, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S. Biscayne Boulevard, #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: prussin@melandrussin.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-17702.pdf

The petition was signed by Mark S. Meland, receiver.

Debtor-affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Claudio Eleazar and Amarilis Osorio   11-17075            03/17/11


ISTAR FINANCIAL: Fitch Upgrades Issuer Default Rating to 'B-'
-------------------------------------------------------------
Following iStar's entry into a new $2.95 billion senior secured
credit agreement, Fitch Ratings has upgraded the Issuer Default
Rating and certain obligation ratings and assigned new obligation
ratings of iStar Financial Inc.

In addition, Fitch has assigned these ratings:

  -- $1.50 billion senior secured A-1 tranche due June 2013 at
     'BB-/RR1';

  -- $1.45 billion senior secured A-2 tranche due June 2014 at
     'B+/RR2'.

The Rating Outlook is Stable.

The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

While the new financing does not reduce the amount of total
debt outstanding, the company's debt maturity profile is more
manageable over the next two years, with only 42% of debt
maturing, down from 71%.  Given the mild improvement in commercial
real estate fundamentals and value stabilization, the company's
loan and real estate owned portfolio performance will likely
improve going forward, which should increase the company's ability
to cover fixed charges and repay upcoming indebtedness.

The quality of the company's loan portfolio has improved modestly,
with non-accrual loans representing 37% of the company's gross
loan portfolio balance as of Dec. 31, 2010, which is down from 43%
as of Sept. 30, 2010.  The majority (63%) of the company's non-
accrual loans are comprised of apartment/residential and land
loans.  Seventy-eight percent of the company's real estate owned
or real estate held for investment, which represent loans on which
the company has foreclosed, consist of condominium and land
collateral, illustrative of the company's lending activities
having been focused on higher-risk, weaker-performing collateral.

Non-accrual and watch list loans represent 41% of the company's
gross loan portfolio balance as of Dec. 31, 2010, which is down
from approximately 54% as of Sept. 30, 2010.  This improvement is
due primarily to a significant decrease in non-accrual and watch
list loans as commercial real estate valuations begin to stabilize
and prospects for loan repayments from borrowers improve.

Despite an improved debt maturity profile, the company's leverage
measured on a GAAP earnings basis (defined as Dec. 31, 2010 net
debt divided by annualized fourth quarter 2010 recurring operating
EBITDA before non-cash impairments and provisions) of 21.2 times
is the highest leverage level the company has had throughout the
financial downturn.  Reported EBITDA may understate the company's
earnings and cash generation power, given that the accounting for
nonperforming loans and real estate owned allows the company to
recognize income only upon cash receipt or resolution of the loan.

Fixed charge coverage (defined as recurring operating EBITDA
before non-cash impairments, provisions and gains divided by the
sum of interest expense and preferred stock dividends) weakened to
1.1x for 2010, compared with 1.4x and 1.7x for 2009 and 2008,
respectively.  This ratio is expected to deteriorate further as
the company's cost of debt increases.

Given that the new financing requires that collateral repayments,
sales proceeds and other monetizations be used to repay only debt
encumbering the new financing collateral pool, the company's
corporate unsecured obligations will need to be serviced by the
company's unencumbered pool and interest income from assets
serving as collateral for the new financing, absent external
capital raises.  While the company is compliant with its
unencumbered asset coverage of its unsecured debt senior unsecured
notes covenant, the liquidity of the company's unencumbered asset
pool is uncertain.  While a portion of its unencumbered assets is
liquid and could be sold to meet corporate obligations, the
borrowing base for the new financing is likely of higher quality.

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

The A-1 tranche rating of 'BB-/RR1', or a three-notch positive
differential from iStar's 'B-' IDR is based on Fitch's estimate of
outstanding recovery in the 91%-100% range.  Together with the A-2
tranche, this obligation represents a first lien security claim on
a collateral pool comprised primarily of performing loans and
credit tenant lease assets, and has amortization payment priority
relative to the A-2 tranche.

The A-2 tranche rating of 'B+/RR2', or a two-notch positive
differential from iStar's 'B-' IDR is based on Fitch's estimate of
superior recovery.  Together with the A-1 tranche, this obligation
represents a first lien security claim on a collateral pool
comprised primarily of performing loans and credit tenant lease
assets but would receive principal amortization only upon the full
repayment of the A-1 tranche.

The unsecured revolving credit facility, senior unsecured notes
and convertible senior floating-rate notes ratings of 'B/RR3' or a
1-notch positive differential from iStar's p 'B-' IDR is based on
Fitch's estimate of good recovery based on iStar's current capital
structure.

The preferred stock rating of 'C/RR6' or a 3-notch negative
differential from iStar's 'B-' IDR is based on Fitch's estimate of
poor recovery based on iStar's current capital structure.

The Stable Outlook is based on iStar's stronger liquidity profile
given minimal debt maturities until the end of 2012.  In addition,
the nascent recovery in commercial real estate fundamentals and
value should enable the company to monetize its unencumbered asset
pool.

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

  -- Continued monetization of the company's real estate
     investment portfolio;

  -- Reduction of other real estate owned and real estate held for
     investment as a percentage of the company's investments;

  -- Demonstrated access to the common equity or unsecured bond
     market.

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

  -- Deterioration in the quality of iStar's loan portfolio,
     including an increase in non-performing loans and additional
     provisions for loan losses;

  -- An increase in other real estate owned and real estate held
     for investment as a percentage of the company's investments;

  -- A covenant breach under one of the company's debt agreements.

Fitch has upgraded these ratings:

  -- IDR to 'B-' from 'C';

  -- Unsecured revolving credit facilities to 'B-/RR4' from
     'C/RR5';

  -- Senior unsecured notes upgraded to 'B-/RR4' from 'C/RR5';

  -- Convertible senior floating-rate notes to 'B-/RR4' from
     'C/RR5';

  -- Preferred stock to 'CC/RR6' from 'C/RR6'.

Fitch has withdrawn these ratings as these obligations have been
repaid in full by iStar:

  -- First priority credit agreement due June 2012;
  -- Second priority credit agreement due June 2011 and June 2012;
  -- 10% second lien notes due 2014.


J. DOUGLASS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J. Douglass Jennings, Jr.,
        a Professional Corporation
        9171 Towne Center Drive, Suite 350
        San Diego, CA 92122

Bankruptcy Case No.: 11-04673

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Michael S. Kogan, Esq.
                  ERVIN COHEN & JESSUP, LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212
                  Tel: (310) 273-6333
                  E-mail: mkogan@ecjlaw.com

Scheduled Assets: $1,719,000

Scheduled Debts: $1,582,121

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-04673.pdf

The petition was signed by J. Douglas Jennings, Jr., president.


JAMES RIVER: Prices 6.65-Mil. Shares at $23.50 Apiece in Offering
-----------------------------------------------------------------
James River Coal Company announced the pricing of its public
offering of 6,650,000 shares of its common stock at a price of
$23.50 per share.  The Company also granted the underwriters a 30-
day option to purchase up to an additional 997,500 shares of
Common Stock solely to cover over-allotments, if any.

James River intends to use the net proceeds of the offering to pay
a portion of the purchase price and other costs and expenses
related to its previously announced acquisition of International
Resource Partners LP and to repurchase the Company's existing
9.375% senior notes due 2012 that are validly tendered and not
validly withdrawn pursuant to the tender offer for all those notes
that was commenced by the Company on March 22, 2011.  Any
remaining net proceeds, or all proceeds if the acquisition or the
tender offer is not consummated, will be used for general
corporate purposes, which may include acquiring or investing in
businesses or repayment of debt.

UBS Securities LLC and Deutsche Bank Securities Inc. are serving
as Joint Book-Running Managers for the Common Stock offering.  The
Common Stock will be issued pursuant to an effective shelf
registration statement that was previously filed with the SEC and
declared effective on Sept. 23, 2010 and an additional
registration statement filed with the SEC on March 22, 2011 and
automatically effective.  Copies of the preliminary prospectus
supplement and related base prospectus for the offering have been
filed with the SEC and are available on the SEC's Web site,
http://www.sec.gov/

Copies of the final prospectus supplement and related base
prospectus may be obtained from:

     UBS Securities LLC
     Attn:  Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Telephone:  888-827-7275

     Deutsche Bank Securities Inc.
     Attn: Prospectus Department
     Harborside Financial Center
     100 Plaza One
     Jersey City, NJ  07311-3988
     Telephone:  800-503-4611
     E-mail: prospectus.cpdg@db.com

                         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 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects 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.

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: Announces Pricing of $200-Mil. Conv. Senior Notes
--------------------------------------------------------------
James River Coal Company has priced an offering of $200 million
aggregate principal amount of 3.125% convertible senior notes due
2018 to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended.  James River also has
granted to the initial purchasers of the Convertible Notes an
option to purchase up to an additional $30 million aggregate
principal amount of the Convertible Notes solely to cover over-
allotments, if any.

The Convertible Notes will be general unsecured senior obligations
of James River and will pay interest semi-annually.  The
Convertible Notes will be convertible under certain circumstances
and during certain periods at an initial conversion rate of
32.7332 shares of James River's common stock per $1,000 principal
amount of Convertible Notes, representing an initial conversion
price of approximately $30.55 per share of James River common
stock, which is equal to an approximately 30% conversion premium
over the $23.50 per share price to the public in James River's
concurrent public offering of common stock.  Upon conversion,
holders of the Convertible Notes will receive, at the election of
James River, cash, shares of James River's common stock or a
combination of cash and shares of James River's common stock.

James River intends to use the net proceeds of the first
$125 million of Convertible Notes, together with any proceeds from
additional Convertible Notes sold pursuant to the portion of the
over-allotment option relating to such Convertible Notes, to pay a
portion of the purchase price and other costs and expenses related
to its previously announced acquisition of International Resource
Partners LP and to repurchase the Company's existing 9.375% senior
notes due 2012 that are validly tendered and not validly withdrawn
pursuant to the tender offer for all such Existing Senior Notes
that was commenced by the Company on March 22, 2011, and any
remaining such proceeds for general corporate purposes, which may
include acquiring or investing in business or other assets or
repayment of outstanding debt.  If the IRP acquisition and the
tender offer are not consummated, and James River does not
exercise its related option to redeem the Convertible Notes, then
it will use the net proceeds of the Convertible Notes for general
corporate purposes, which may include acquiring or investing in
businesses or repayment of debt.  James River intends to use all
additional net proceeds of the Convertible Notes offering to
repurchase the Company's Existing Senior Notes that are validly
tendered and not validly withdrawn pursuant to the tender offer
for all such Existing Senior Notes or for general corporate
purposes, which may include acquiring or investing in business or
other assets or repayment of outstanding debt.

                         About James River

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

The 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 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects 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.

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: Prices Offering of $275-Mil. of 7.875% Sr. Notes
-------------------------------------------------------------
James River Coal Company priced an offering of $275 million
aggregate principal amount of 7.875% senior notes due 2019 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
to non-U.S. persons in compliance with Regulation S under the
Securities Act.

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

James River intends to use the net proceeds of the offering of the
Senior Notes to pay a portion of the purchase price and other
costs and expenses related to the IRP acquisition and to
repurchase its existing 9.375% senior notes due 2012 that are
validly tendered and not validly withdrawn pursuant to the tender
offer for all such Existing Senior Notes that was commenced by
James River on March 22, 2011, and any remaining proceeds for
general corporate purposes, which may include acquiring or
investing in business or other assets or repayment of outstanding
debt.  If the IRP acquisition is not consummated, James River will
redeem the Senior Notes as discussed above.

James River also announced that the initial purchasers exercised
the over-allotment option granted in connection with the
concurrent offering of its $200 million aggregate principal amount
of 3.125% convertible senior notes due 2018 to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  As a result, the initial purchasers will
purchase an additional $30 million aggregate principal amount of
the Convertible Notes, and the total net proceeds to the Company
in the offering will be approximately $223.1 million.

                         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 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects 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.

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: Underwriters Purchase Add'l 997,500 Common Shares
--------------------------------------------------------------
James River Coal Company announced that the underwriters in the
previously announced public offering of 6,650,000 shares of its
common stock have exercised the over-allotment option granted by
the Company and as a result will purchase an additional 997,500
shares of the Company's common stock.  Including the over-
allotment shares, the offering totaled 7,647,500 shares of the
Company's common stock, resulting in net proceeds to the Company
of approximately $170.73 million.

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

Copies of the preliminary prospectus supplement and related base
prospectus may be obtained from:

     UBS Securities LLC
     Attn:  Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Tel: (888) 827-7275

     Deutsche Bank Securities Inc.
     Attn: Prospectus Department
     Harborside Financial Center
     100 Plaza One
     Jersey City, NJ  07311-3988
     Tel: (800) 503-4611
     E-mail: prospectus.cpdg@db.com

                         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 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects 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.

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."


JOHNNY ROCKETS: Burger Chain Has More Than $2.9 Mil. in Debt
------------------------------------------------------------
Caribbean Business reports that Johnny Rockets filed for Chapter
11 bankruptcy protection after not being able to meet its
financial obligations with creditors.  The Company had an
accumulated debt of more than $2.9 million.  Its main creditors
include Banco Popular de Puerto Rico owed $1.6 million, and the
Economic Development Bank owed $347,102.

Based in San Juan, Puerto Rico, Johnny Rockets operates a
hamburger chain.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. PR Case No. 11-02151) on March 15, 2011.
Charles Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law
Office, represents the Debtor.  The Debtor disclosed $4,629,290 in
assets, and $2,931,769 in debts in its schedules.


JUMA TECHNOLOGY: Assigns Maintenance Agreements to Carousel
-----------------------------------------------------------
Juma Technology Corp. and Carousel Industries of North America,
Inc., executed and delivered a certain Assignment and Assumption
Agreement on March 18, 2011.  The Agreement provided for the
assignment to and the assumption by Carousel of a list of
scheduled maintenance agreements related to the Company's
telecommunications and systems integration business.  Carousel
paid to the Company an advance against the earn-out payment equal
to $250,000, $188,284 of which was paid on behalf of the Company
on Jan. 31, 2011 and $61,716 at the closing.  The earn-out payment
is based on 50% of the profits as defined under the Agreement
earned during the 12-month period following the closing.  A copy
of the form of the Assignment and Assumption Agreement is
available for free at http://is.gd/Pfa4T7

Prior to the entry into of the Agreement, there was no material
relationship between the Company or its affiliates and Carousel,
except that Carousel was and continues to be a customer of Nectar
Services Corp., the Company's wholly owned subsidiary.

                      About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company's balance sheet at Sept. 30, 2010, showed
$4.29 million in total assets, $22.01 million in total
liabilities, and a stockholders' deficit of $17.72 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has incurred significant recurring
losses.


KEEWAYDIN GROUP: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Keewaydin Group, LLC
        P.O. Box 1961
        Bloomington, IN 47402

Bankruptcy Case No.: 11-03416

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: KC Cohen, Esq.
                  151 N Delaware St Ste 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  E-mail: kc@esoft-legal.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/insb11-03416.pdf

The petition was signed by Peter Dvorak, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Midwest Commercial Investments, X      10-3544    03/18/10


KEPPY FAMILY: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Keppy Family, P.C.
        fka Abel-Keppy P.C.
        619 14th Street
        Bettendorf, IA 52722

Bankruptcy Case No.: 11-01164

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       Southern District of Iowa - Database (Davenport)

Debtor's Counsel: Richard A. Davidson, Esq.
                  LANE & WATERMAN LP
                  220 N Main St., Ste 600
                  Davenport, IA 52801-1987
                  Tel: (563) 333-6624
                  Fax: (563) 888-7841
                  E-mail: rdavidson@l-wlaw.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/iasb11-01164.pdf

The petition was signed by Kenneth E. Keppy, president.


KIEBLER RECREATION: Has Deal for Cash Access Until April 30
-----------------------------------------------------------
Kiebler Recreation, LLC, the Official Committee of Unsecured
Creditors in Kiebler's Chapter 11 case, and The Huntington
National Bank ask the Court to approve a stipulation the parties
entered into extending the terms of the final order authorizing
the Debtor's use of cash collateral and granting adequate
protection, dated as of December 7, 2010, as amended.

The proposed Extension Order will allow the Debtor to use cash
collateral in accordance with the terms of the Final Cash
Collateral Order and a Budget through and including April 30,
2011.

A full-text copy of the Budget may be accessed for free at:

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

The Extension Order will also authorize and direct the Debtor to
make a $30,000 payment to Huntington on April 1, 2011, in exchange
for Huntington's consent to the Debtor's ability to use cash
collateral through April 30.  The Parties reserve all rights
concerning the application of the Payment.

In all other respects, all terms and conditions contained in the
Final Cash Collateral Order, as modified, including the agreement
for extension of the Debtor's exclusive acceptance period only to
April 13, 2011, will remain in effect.

                     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 (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  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).


KRONOS INTERNATIONAL: Completes Redemption of EUR80MM Sr. Notes
---------------------------------------------------------------
Kronos International, Inc., on March 24, 2011, completed the
redemption of EUR80 million principal amount of its 6 1/2% Senior
Secured Notes due 2013 at a redemption price of 102.167% of the
principal amount thereof plus accrued and unpaid interest to the
redemption date.  At the time of completion of this partial
redemption, EUR320 million principal amount of the Notes remained
outstanding.

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

The Company's balance sheet at Dec. 31, 2010 showed $1.02 billion
in total assets, $843.30 million in total liabilities and
$180.40 million of total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2010,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to B3 from Caa1 and the rating on the EUR400 million
senior secured notes due 2013 to Caa1 from Caa2.  The upgrade
reflects KII's better operating results, improved titanium dioxide
market conditions and the expectation that credit metrics will
improve further in 2010.  The outlook is stable.

Moody's also said KII's liquidity is supported by its positive
cash flow from operations, cash balances and unused availability
under its EUR80 million revolving credit, which matures in less
than one year (May 2011).  Total use of the revolver was restored
to the company in May 2010 after complying with the amended
covenants in the first quarter 2010.  Availability had been
limited to EUR51 million since the facility was amended in
September 2009 to accommodate the shortfall in EBITDA generation
during the global economic downturn, which would have led to a
violation of the leverage covenant.  The improved profitability in
2010 could allow the company to meet the original financial
covenants and revert the credit facility to its pre-amendment
terms and conditions.

The TCR on April 19, 2010, reported that Fitch Ratings has
upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its
securities ratings: Senior secured revolving credit facility to
'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from
'CCC/RR4'.  The Rating Outlook has been revised to Stable from
Negative.

Fitch said the ratings reflect high financial leverage at Kronos
International as well as Kronos Worldwide's solid market position
in the TiO2 industry, the fifth largest globally with 10% of
global capacity.  The ratings also reflect the early stages of a
recovery in the TiO2 industry and Fitch's expectations that
earnings over the next 24 months will remain below the average
over the period from 2005 through 2008.

Moody's Investors Service raised Kronos International, Inc.'s
Corporate Family Rating to B2 from B3 and the rating on the
EUR400 million senior secured notes due 2013 to B3 from Caa1.
The upgrade reflects KII's strong operating results, attractive
titanium dioxide market conditions and the expectation that the
company will continue to enjoy strong margins and positive free
cash flow.  The outlook is positive.


LEHMAN BROTHERS: Proposes to Invest in New York Properties
----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to make additional investment
to complete the conversion of a New York apartment building into
a condominium complex.

The apartment building located at 25 Broad Street, in New York,
was acquired by entities controlled by Kent Swig, a property
developer, through a $309 million loan they availed from LBHI.

The property faces possible foreclosure in light of a lawsuit
LBHI filed in the New York Supreme Court in January 2009.  The
company holds a mortgage lien on the property as collateral for
its loan.

LBHI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, says the additional investment would help
protect the company against asset loss and would enhance the
value of the property while it is awaiting the outcome of the
lawsuit.

Mr. Perez says the additional investment will also be used to pay
the operating expenses of the property until it is able to
generate sufficient revenue to cover its costs, and to transfer
development rights with respect to an adjacent parcel located at
45 Broad Street.

The adjacent parcel was also acquired by the Swig-controlled
entities through the $309 million loan.  LBHI filed a separate
lawsuit to foreclose on the mortgages encumbering the property.
The foreclosure is expected to be completed during the third
quarter of this year.

Mr. Swig and his controlled entities have developed a business
plan for the conversion of the apartment building, which proposes
for the demolition of the building's south wing and the transfer
of land where the structure stands as well as the transfer of the
associated development rights.

The additional investments for the properties will not exceed
$25.1 million, according to Mr. Perez.

Judge James Peck will hold a hearing on April 13, 2011, to
consider the proposed investment.  The deadline for filing
objections is April 6, 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: Proposes Settlement With Aegis Mortgage
--------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval of an agreement to settle an indemnification claim
against Aegis Mortgage Corp.

Aurora Loan Services LLC, a subsidiary of Aurora Bank FSB, filed
the claim in the sum of $34,193,606 against Aegis on account of
the residential mortgage loans acquired by LBHI.  Aegis, which is
also under bankruptcy protection, is the originator of the
mortgage loans.

Under the settlement agreement, the claim will be reduced and
allowed as a general unsecured claim for $25 million in Aegis'
bankruptcy case.  The deal also calls for the mutual release of
all claims among LBHI, Aegis, Aurora Loan and Aurora Bank.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_AegisSettlement.pdf

LBHI estimates that more than $19 million is allocable to the
company since about 77% of the claim amount is based on loans it
owns while the remainder is based on loans held by its
subsidiary, Aurora Bank.

"The settlement will enable LBHI to avoid spending significant
amounts of its limited resources to recover only a portion of its
claim amount," says Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York.

A disclosure statement describing Aegis' restructuring plan,
estimates that recoveries on general unsecured claims against the
loan originator will only be 5% to 15% of the allowed claim
amount.

Judge James Peck will hold a hearing on April 13, 2011, to
consider approval of the request.  The deadline for filing
objections is April 6, 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: LCPI Wants to Purchase Notes Issued by Pine CCS
----------------------------------------------------------------
Lehman Commercial Paper Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to
purchase notes issued by Pine CCS, Ltd.

LCPI plans to purchase more than $927 million worth of Class A-1
notes from Barclays Bank PLC, and $4 million worth of Class A-1
notes from Lehman Brothers Holdings Inc.

The Barclays notes will be sold for only $805 million, of which a
large portion is held by the trustee, U.S. Bank N.A., and by LCPI
on behalf of Pine CCS.  As of February 28, 2011, about $261
million of the purchase price is held by the trustee.

A substantial portion of the purchase price is also held by LCPI
as restricted cash on behalf of Pine CCS, which it collected from
the commercial loans it participated to the issuer.  As of
February 28, 2011, the amount was approximately $303 million,
which means that LCPI will only have to pay about $241 million
out of its unrestricted cash to acquire the Barclays notes,
according to court papers.

In connection with the acquisition of the Lehman notes, LBHI will
also release its security interest in other classes of notes
issued by Pine CCS.  These include Class A-2 notes, Class B notes
and subordinated notes that LBHI acquired pursuant to a
collateral disposition agreement with JPMorgan Chase Bank N.A.

The Lehman notes were issued after LCPI sold participations in
the commercial loans to Pine CCS to increase its liquidity.  The
notes are secured by the commercial loans.

A full-text copy of an agreement governing the note acquisition
is available at http://bankrupt.com/misc/LBHI_PineNoteSale.pdf

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says "considerable value" could be realized by purchasing
the Barclays notes given the big discount on the purchase price.

The acquisition of notes would also allow LCPI to take control of
Pine CCS since the sellers hold a significant position in the
capital structure of the issuer.  Barclays owns 99.6% of the
Class A-1 notes while the rest is owned by LBHI.

"Obtaining control over Pine will enable LCPI to terminate the
Pine securitization and own the underlying assets free and clear
of the interests of any other party," Ms. Marcus says.

The lawyer further says maximum value of the commercial loans can
only be achieved through active management of those loans but
such management is impeded by Pine CCS' ownership of
participations in the loans as well as by Barclays' ownership of
the notes.

The Court will hold a hearing on April 13, 2011, to consider
approval of LCPI's request.  The deadline for filing objections
is April 6, 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: LCPI Seeks Nod of Innkeepers Bankruptcy Deal
-------------------------------------------------------------
Lehman Commercial Paper Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to permit its affiliate, Lehman
ALI Inc., to enter into a letter agreement in connection with the
restructuring of Innkeepers USA Trust.

Lehman ALI is a lender of Innkeepers, a hotel investment company,
which filed for bankruptcy protection last year.  Lehman ALI
holds a $220.2 million claim on account of the $250 million loan
it provided to fund parts of the $1.8 billion buyout of
Innkeepers by Apollo Investment Corp.

The letter agreement contains the terms of a proposed
restructuring of Innkeepers.  It generally provides for Lehman
ALI's exchange of its interest in the mortgage loan for up to 50%
of the new equity in a reorganized Innkeepers and a cash payment
of at least $26.2 million.

If a sale of new equity to another investor or new property
manager is consummated, Lehman ALI will hold at least 40% of the
new equity and will receive a cash payment of up to $61 million.

Lehman ALI and Five Mile Capital II Pooling REIT LLC earlier
submitted a joint bid for the purchase of the new equity in
reorganized Innkeepers.  An auction will be held in case the
hotel investment company receives other offers, with the joint
bid serving as the lead bid at the auction.

Both the letter agreement and the joint bid require Lehman ALI
and Five Mile to deposit $10 million each to secure their
obligations under the agreement as well as the payment in full of
the "debtor-in-possession" loan Innkeepers obtained from Solar
Finance Inc., another affiliate of LCPI.

The DIP loan was used to finance improvements on the hotel
properties, which serve as collateral for the $250 million
mortgage loan.

Judge Shelley Chapman, the bankruptcy judge who oversees
Innkeepers' bankruptcy case, has already issued an order
approving the hotel investment company's entry into the letter
agreement.  Last year, Innkeepers did not get court approval to
enter into a plan support agreement with Lehman ALI and
consummate the restructuring proposed in the PSA.

Judge Peck will hold a hearing on April 13, 2011, to consider
approval of the request.  The deadline for filing objections is
April 6, 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: Wins Nod of Note Purchase Deal with Bankhaus
-------------------------------------------------------------
Lehman Brothers Holdings Inc. won court approval of its note
purchase agreements with Michael Frege, the administrator of
Lehman Brothers Bankhaus Aktiengesellschaft.

The agreements allow LBHI to purchase LB Bankhaus' interest in
the notes issued by Spruce CCS Ltd. and Verano CCS Ltd. for $332
million, and its interest in the notes issued by SASCO 2008-C2
LLC for $625 million.  The notes are secured by real estate and
commercial loans sold or participated by LBHI and its affiliated
debtors to the issuers.

A group of creditors, which calls itself the ad hoc group of
Lehman Brothers creditors, expressed its support for the approval
of the note purchase agreements.  The creditor group previously
questioned a provision in the SASCO note purchase agreement,
which commits LBHI alone to pay up to an additional $100 million
in case it does not obtain a court order confirming its
restructuring plan by Dec. 31, 2012.

The group was particularly concerned about the possibility that
LBHI could be required to pay the $100 million if the company or
any of its affiliated debtors and creditors pursued and confirmed
an alternate plan that does not have any adverse effect on LB
Bankhaus' claims.

To address the group's concern, LBHI and LB Bankhaus revised the
agreements to clarify, among other things, that the additional
payment is not due as long as prior to Dec. 31, 2012, the
Debtors confirm a plan of reorganization that is technically
labeled an "amendment" to the plan, and that LB Bankhaus'
termination of the settlement agreement, whether valid or not,
will not trigger the payment.

                    LBI Trustee Filed Objection

James Giddens, the court-appointed trustee for Lehman Brothers
Inc., expressed disapproval of any change in the brokerage firm's
"ownership rights in the notes and the underlying assets which do
not appear to be affected by the documents supporting the
transactions."

Lehman Brothers Holdings Inc. earlier sought court approval of
two note purchase agreements between the company and Dr. Michael
Frege, the administrator of Lehman Brothers Bankhaus
Aktiengesellschaft.

LBHI entered into the agreements to purchase notes from LB
Bankhaus for $957 million.  LB Bankhaus acquired those notes from
LBI under a repurchase agreement.

The notes were issued by special purpose vehicles and are secured
by real estate and commercial loans sold or participated by LBHI
and its affiliated debtors to the SPVs.

In a related development, LBHI amended the March 1, 2011
settlement agreement and an agreement with SASCO 2008-C2 LLC to
clarify certain circumstances under which the purchase price
adjustment may be payable to the administrator.

In addition, the amendment to the settlement agreement
substitutes a revised Section 11.3 that provides for certain
additional termination rights of the administrator that are
consistent with the SASCO amendment.

Full-text copies of the amended SACSO agreement and the
settlement agreement are available for free at:

  http://bankrupt.com/misc/LBHI_AmendedSASCOAgreement.pdf
  http://bankrupt.com/misc/LBHI_AmendedPSAgreement.pdf

                         March 23 Hearing

During the March 23 hearing on the request, Judge Peck, according
to The Wall Street Journal, objected to the Debtors' purchase of
the notes.  Judge Peck, the report said, wanted someone to
explain to him how the two sides arrived at that price with a
face value of $1.5 billion.

"I'm a little concerned about this transaction in that I don't
have a good feel as to how the price was reached," Judge Peck
told Richard P. Krasnow, at Weil, Gotshal and Manges, who
represents the Debtors, the report related.  So Mr. Krasnow
explained a little about the transaction, part of a larger $6.6
billion settlement between Lehman and its second-biggest foreign
subsidiary that calls for Lehman Bankhaus to vote "yes" on
Lehman's bankruptcy plan, the report said.

To Judge Peck's statement, "How were the notes priced? It's as
simple as that," Mr. Krasnow explained that there was an opening
price, a bit of quantitative and analytical and bottom us
analysis, and that it "was as complicated and simple as that,"
the Journal said.

After a recess, Lehman called one of its negotiators on the deal,
from Alvarez & Marsal, and Lehman Bankhaus did the same, the
Journal related.  They characterized a deal that came to fruition
after arms'-length negotiations, and Judge Peck asked no
questions, according to the report.

Judge Peck, the Journal said, eventually approved the deal and
called it an important "building block" toward the ultimate goal,
a confirmation of Lehman's bankruptcy plan.

                      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: Wins OK to Sell Stake in Quadrant Structured
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
received authority from Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to sell their 80,000
voting participating shares in Cayman Island-based Quadrant
Structured Products Company Ltd. for $90 million.

Quadrant Structured, a credit derivatives product company, was
formed by LBHI and Magnetar MQ Ltd. in 2007 to engage in the
business of selling credit protection in the form of credit
default swaps.

LBHI received the Quadrant Structured shares, which represents
20% equity stake in the credit derivatives product company, in
return for an investment of $80 million.  Magnetar holds 80%
stake of Quadrant Structured for its $320 million investment.

Under the deal, the proceeds of the sale will be paid to and held
by LBHI and LCPI jointly, pending determination of the rights of
each company to the proceeds.

The proceeds will be deposited in an escrow until the closing of
the sale.  If the purchase agreement is terminated, the proceeds
will be returned to Quadrant Structured.

The purchase agreement also requires the Lehman units, Magnetar
and Quadrant Structured to release each other from claims, which
stemmed from the Lehman units' ownership of interests in the
credit derivatives product company.

The terms of the sale are contained in a 21-page purchase
agreement, a full-text copy of which is available without charge
at http://bankrupt.com/misc/LBHI_QuadrantSale.pdf

                       *     *     *

The Official Committee of Unsecured Creditors expressed support
for the approval of the Debtors' motion to sell their stake in
Cayman Island-based Quadrant Structured Products Company Ltd.

In a court filing, the Creditors' Committee said the sale would
be beneficial to the Debtors given the changing nature of
Quadrant's business and its existing credit risk exposure and
leverage, which is "compounded by the Debtors' position as a
minority investor in a closely-held corporation."

The Creditors' Committee also said that marketing the Debtors'
shares and conducting an auction would not produce a better
result.

                      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)


LEXICON UNITED: Jeffrey Nunez Resigns as Officer & Director
-----------------------------------------------------------
The board of directors of Lexicon United Incorporated accepted the
resignation of Jeffrey G. Nunez as an officer and director of the
Company effective as of March 24, 2011.  Mr. Nunez' resignation
was for strictly personal reasons unrelated to any disagreement
with the Company.  Concurrent with his resignation, Nunez entered
into a Consulting Agreement to provide transition services to the
Company.

Pursuant to the Consulting Agreement, Mr. Nunez agreed to provide
certain transition services to the Company for a period of one
year from March 24, 2011 in connection with her resignation as an
officer and director of the Company.  Specifically, Mr. Nunez
agreed to provide these services to the Company:

   (a) Mr. Nunez Will be available to work with the Company on all
       matters related to the transition resulting from
       Consultant's resignation as an officer and director of the
       Company;

   (b) Mr. Nunez will be available in order to provide the Company
       with a presence in the United States to deal with matters
       requiring such presence;

   (c) Mr. Nunez will be available to assist the Company in
       negotiating the terms of various business and finance
       transactions; and

   (d) Mr. Nunez will be available to the Company to advise the
       Company on corporate governance matters.

In consideration of those services, and subject to the terms of
the Consulting Agreement, the Company agreed to pay Nunez an
aggregate of $30,000, payable in 12 monthly installments over the
term of the Consulting Agreement.

A full-text copy of the Consulting Agreement is available for free
at http://is.gd/NXTBc7

                       About Lexicon United

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

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

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


LIQUIDMETAL TECHNOLOGIES: Ends Joint Venture With SAGA S.p.a
------------------------------------------------------------
Liquidmetal Technologies, Inc., entered into a preliminary,
binding Settlement Agreement with SAGA S.p.a., a company
incorporated under the laws of Italy, pursuant to which (i) the
parties agreed to terminate their joint venture, Liquidmetal Saga
Italy S.r.l., (ii) the parties agreed to cause certain pending
legal actions against each other to be dismissed with prejudice,
(iii) Liquidmetal agreed to pay SAGA $2.8 million in the form of
restricted shares of Liquidmetal common stock in exchange for
SAGA's equity interest in LSI, and (iv) the Liquidmetal technology
license to LSI will be terminated.  The final terms of the
settlement between Liquidmetal and SAGA will be set forth in a
separate agreement.  Liquidmetal expects that the Final Settlement
Agreement will contain additional representations and warranties
and provide for specific post-closing covenants for each of the
parties.

The number of shares of Liquidmetal common stock issuable pursuant
to the Final Settlement Agreement will be based on the trailing
30 day average closing price for shares of Liquidmetal common
stock, as determined on the date of the Final Settlement
Agreement.  The shares will be issued to SAGA in a private
placement exempt from registration under the Securities Act of
1933, as amended.  Specifically, the shares will be issued by
virtue of Section 4(2) of the Securities Act in that the issuance
did not involve a public offering, SAGA has adequate access to
information about Liquidmetal, and appropriate restrictive legends
will be affixed to all certificates representing the shares issued
to SAGA.  The shares received by SAGA under the Final Settlement
Amendment will be "restricted securities" within the meaning of
Rule 144 under the Securities Act, and SAGA has not been granted
any registration rights by Liquidmetal with respect to those
shares.

If on the six month anniversary of the closing of the Final
Settlement Agreement the trailing 30 day average closing price for
shares of Liquidmetal common stock is less than the trailing 30
day average closing price for those shares on the date of the
closing of the Final Settlement Agreement, Liquidmetal will issue
a promissory note to SAGA having a principal amount equal to the
difference between such average closing prices, multiplied by the
number of shares issued pursuant to the Final Settlement
Agreement.  The Note would bear interest at the rate of 8% per
annum and mature on the twelfth month anniversary of the Note's
issuance.

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

The Company's balance sheet at Dec. 31, 2010 showed $15.04 million
in total assets, $31.88 million in total liabilities and $16.84
million in total shareholders' deficiency.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The Company has experienced losses from continuing
operations during the last three fiscal years and has an
accumulated deficit of $165,879 as of Dec. 31, 2010.  Net cash
provided by continuing operations for the year ended Dec. 31, 2010
was $10,080.  At Dec. 31, 2010, working capital deficit was
$14,180.  As of Dec. 31, 2010, the Company's principal source of
liquidity is $5,049 of cash and $1,731 of trade accounts
receivable.


LIQUIDMETAL TECHNOLOGIES: Mark Hansen Elected to Board
------------------------------------------------------
Liquidmetal Technologies, Inc. disclosed on Feb. 24, 2011, that
Mark Hansen was elected to the Board of Directors of Liquidmetal
Technologies, Inc.

Mr. Hansen has been with Cobalt Development Partners LLC since
2003 and is presently the Managing Partner.  The firm focuses on
the development of emerging consumer and intellectual property
companies.

Mr. Hansen brings thirty plus years of executive management
experience serving consumers through retail, foodservice and
consumer package goods venues.  His previous responsibilities
included serving as the President and CEO of SAM's Club which
generated $23 billion in revenue with 75,000 employees and the
President and CEO of PETsMART the country's largest category
dominant retailer of pet supplies and services.  Mr. Hansen's
previous and present Board of Director positions include
Applebee's Restaurants, Amazon.com, Swander Pace Capital,
PetfoodDirect.com and Arizona State University Business School
Dean's Counsel.  Mr. Hansen received his Bachelor's Degree in Fine
Arts from Roosevelt University in 1976.

The Board of Directors believes that Mr. Hansen's experience and
background make him a qualified and valuable member of the
Company's Board of Directors.  In particular, Mr. Hansen's
background working with multi-million dollar corporations and
other experience in the service sector including pharmacy,
optical, veterinary hospitals and small business service centers
make him a valuable resource for the Company.

                 About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

The Company's balance sheet at Dec. 31, 2010 showed $15.04 million
in total assets, $31.88 million in total liabilities and $16.84
million in total shareholders' deficiency.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The Company has experienced losses from continuing
operations during the last three fiscal years and has an
accumulated deficit of $165,879 as of Dec. 31, 2010.  Net cash
provided by continuing operations for the year ended Dec. 31, 2010
was $10,080.  At Dec. 31, 2010, working capital deficit was
$14,180.  As of Dec. 31, 2010, the Company's principal source of
liquidity is $5,049 of cash and $1,731 of trade accounts
receivable.


LITTLE TOKYO: Plan Outline Hearing Continued to March 29
--------------------------------------------------------
The hearing for the approval of the disclosure statement
explaining the third amended bankruptcy plan proposed by Little
Tokyo Partners, L.P., has been continued to March 29, 2011, at
2:00 p.m.

Little Tokyo filed its original plan of reorganization and
disclosure statement with the U.S. Bankruptcy Court for the
Central District of California on August 31, 2010.  The Plan has
undergone three revisions since then, the latest version of which
was filed with the Court December 15, 2010.

The Amended Plan is premised on an infusion of $10 million of new
capital by the Debtor's partners.  The infusion will be used to
fund remediation work and deferred maintenance at the Kyoto Grand
Hotel and the Weller Court mall, both owned by the Debtor, located
in the "Little Tokyo" area of downtown Los Angeles.  Projections
show approximately $10,000,000 of required deferred maintenance
will be used over the first 4 years after the Plan Effective Date.

The Plan designates and provides treatment for 11 classes of
claims and interests.

  * Class 1 consists of all secured tax claims.

  * Class 2 consists of First Private Bank's Secured Claim, which
    relates to a vehicle loan.  The treatment of the FPB Claim
    will depend on whether or not FPB elects to be treated as
    fully secured under Section 1111(b).  If FPB does not make
    that election, the FPB Note will be in a principal amount
    equal to the fair market value of the FPB's Collateral, which
    the Debtor believes is $5,545 and FPB will have an unsecured
    deficiency claim.  FPB's Unsecured Claim will be placed in
    Class 7 or Class 9 (if FPB elects to reduce its deficiency
    Claim to $2,000).

  * Class 3 consists of the Secured Excell Weller Court Claim,
    which relates to a $300,000 loan obtained from Excell
    Investment Group LLC used to finance certain prepetition
    retainers that was secured by a second priority lien against
    Weller Court.  The Plan proposes to provide Excell with the
    New Excell Note and the New Excell Deed of Trust.  The New
    Excell Note will be in the face amount of the Class 7 Claim as
    of the Confirmation hearing, approximately $312,000, and will
    be secured by a the New Excell Deed of Trust on Weller Court.

  * Class 4 consists of the Secured Hotel Claim by First Regional
    Bank.  FRB loaned the Debtor $44 million in 2007, which loan
    was secured by a deed of trust on both the Hotel and Weller
    Court.  The Plan provides that the Claim will limited in
    dollar amount to the value of FRB's Hotel Collateral unless
    the Bank makes a timely election under Section 1111(b).
    The Bank's Class 4 Claim will be in the amount of $8,700,000.

  * Class 5 consists of the Secured Bank Weller Court Claim by
    First Regional Bank.  The Plan proposes to reinstate
    the Bank's Weller Note and cure all defaults under the Bank's
    Weller Note, by paying all accrued, unpaid amounts due
    thereunder at the non-default rate of interest.

   * Class 6 consists of all Other Priority Claims.

   * Class 7 consists of all Unsecured Claims not in Class 6,
     Class 8 or Class 9, including the deficiency Claims of FPB
     and FRB.  Those claims will receive future cash distributions
     equal to 4% of their respective Allowed Class 7 Claims.

   * Class 8 consists of all ADA Claims, which are claims arising
     under that certain litigation styled Hugh Marsh and Neva
     Lema v. Grand Kyoto Hotel; Little Tokyo Partners, L.P., et
     al., Case No. CV10-1511, pending in the U.S. District Court
     for the Central District of California.  On account of the
     Allowed Class 8 Claims, the Reorganized Debtor will perform
     the Remediation Work and will distribute an aggregate of
     $150,000 in Cash to all holders of Allowed Class 8 Claims.

   * Class 9 consists of all Convenience Claims, which are
     unsecured claims that are less than $2,000.  Those Claims
     will receive a cash distribution equal to 50% of the Allowed
     Class 9 Claims.

   * Class 10 consists of the Debtor's Limited Partner Interest,
     and Class 11 consists of the Debtor's General Partner
     Interest.  Both will receive no distribution.  New equity in
     the Reorganized Debtor will be issued to the Limited Partner
     and General Partner in exchange for the New Capital
     Contribution.

A redlined copy of the Third Amended Little Tokyo Plan is
available for free at:

http://bankrupt.com/misc/LittleTokyo_3rdAmdedPlan_redlned.pdf

A full-text copy of Original Little Tokyo Plan and Disclosure
Statement is available for free at:

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

                         About Little Tokyo

Little Tokyo Partners LP filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-39113) on July 15, 2010, in Los Angeles,
California.  The Debtor estimated assets and debts of $10,000,001
to $50,000,000 as of the Chapter 11 filing.

Little Tokyo, the owner of the Kyoto Grand Hotel in downtown Los
Angeles, was facing mortgage foreclosure on July 16.  The property
has two mortgages totaling $44 million.  There was a default since
January.  Financial problems were caused by a "precipitous drop in
revenue starting in the last quarter of 2008," a court filing
says.

Kyoto Grand is a 21-story hotel built in 1977.  It has 434 rooms.
It adjoins the three-story Weller Court outdoor mall, which is
also in Chapter 11.


LITTLE TOKYO: Enters into First-Citizens Deal to Exit Bankruptcy
----------------------------------------------------------------
Little Tokyo Partners, L.P. seeks court approval of a settlement
agreement it negotiated with First-Citizen Bank & Trust Company,
as successor to First Regional Bank, with respect to the validity
of certain guaranty releases.

The parties' current deal provides for the restructuring of the
Debtor's loan with FRB, which will be partially guaranteed by
certain guarantors.

FRB originally extended to the Debtor a $44 million loan in 2007.
In 2008, FRB released all obligations under the loan guaranties.
In 2009, the Debtor redefined the FRB loan wherein the Debtor
borrowed from FRB $33.6 million, by which the Kyoto Grand Hotel
was used to secure the new loan -- the Bank Hotel Note.  The $10.4
million remaining balance on the Old Loan was secured by the
Weller Court mall -- the Bank Weller Note.

Under the settlement, the Debtor will pay the Lender (i) $5
million principal pay down on the Hotel Loan; (ii) payment of the
Post-December Accrued Interest Amounts for both Loans; (iii)
payment of $200,000 for the "Seville Breakup Fee;' and (iv)
payment in full of the "Hawaii Land Loan."

The settlement also calls for the modification of the loans.  The
new maturity date is Dec. 31, 2014.  Interest only payments will
be at the existing floating contract rate of interest with maximum
of 1% increase in any 12 month period.  Principals will execute
new guaranties with respect to each Loan.

Moreover, the Parties will exchange mutual releases on their
pending disputes.

The settlement further provides that the parties will seek
dismissal (i) with prejudice of the adversary proceeding commenced
by the Bank seeking to avoid the December 2008 releases of the
guarantors, and (ii) of the Debtor's bankruptcy case.

Accordingly, the Debtor also seeks voluntary dismissal of its
Chapter 11 Case.  The Debtor asserts that its request is warranted
as its bankruptcy case was initiated primarily to restructure the
Bank's secured claims and the current settlement achieves that
goal.

While the Debtor no longer need the protections of Chapter 11 once
the settlement is approved, the Debtor seeks that the Court
retains jurisdiction on limited matters, including: (a) setting
hearings and entering orders on final fee applications to be
submitted by professionals employed by the Debtor or the Official
Committee of Unsecured Creditors; (b) deciding matters related to
disputed claims; (c) overseeing any administrative matter that may
arise in connection with implementing the dismissal; and (d)
entering ministerial orders as necessary to implement the
dismissal; and (4) dismissing the Adversary Proceeding, with
prejudice.

                        About Little Tokyo

Little Tokyo Partners LP filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-39113) on July 15, 2010, in Los Angeles,
California.  The Debtor estimated assets and debts of $10,000,001
to $50,000,000 as of the Chapter 11 filing.

Little Tokyo, the owner of the Kyoto Grand Hotel in downtown Los
Angeles, was facing mortgage foreclosure on July 16.  The property
has two mortgages totaling $44 million.  There was a default since
January.  Financial problems were caused by a "precipitous drop in
revenue starting in the last quarter of 2008," a court filing
says.

Kyoto Grand is a 21-story hotel built in 1977.  It has 434 rooms.
It adjoins the three-story Weller Court outdoor mall, which is
also in Chapter 11.


LIZ CLAIBORNE: To Offer $200 Million Senior Secured Notes
---------------------------------------------------------
Liz Claiborne, Inc., announced on March 28, 2011, that it intends
to offer $200.0 million aggregate principal amount of senior
secured notes due 2019.

The Company plans to use the net proceeds from the offering
primarily to fund the previously announced tender offer for up to
euro 155.0 million of its 5.0% euro notes due July 2013, of which
approximately EUR350.0 million principal amount are currently
outstanding, and to pay related fees, expenses and commissions,
along with accrued and unpaid interest on the tendered Euro Notes.
Any remaining proceeds will be used for general corporate
purposes.  The Notes will be guaranteed on a senior secured basis
by certain of the Company's current and future domestic
subsidiaries.  The Notes and the guarantees will be secured on a
first-priority basis by a lien on certain of the Company's
trademarks and by a second-priority interest in the Company's and
the guarantors' assets that secure the Company's revolving credit
facility.

The Notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to persons outside of the United States in compliance
with Regulation S under the Securities Act.  The issuance and sale
of the Notes have not been registered under the Securities Act,
and the Notes may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

                        About Liz Claiborne

Liz Claiborne Inc. -- http://lizclaiborneinc.com-- designs and
markets a global portfolio of retail-based premium brands
including Juicy Couture, Kate Spade, Lucky Brand and Mexx.  The
Company also has a refined group of department store-based brands
with strong consumer franchises including the Monet family of
brands, Kensie, Kensiegirl, Mac & Jac, and the licensed DKNY(R)
Jeans and DKNY(R) Active brands.  The Dana Buchman and Axcess
brands are sold at Kohl's, and beginning in Fall 2010, the Liz
Claiborne and Claiborne brands will be available at JCPenney and
the Liz Claiborne New York brand designed by Isaac Mizrahi will be
available at QVC and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2011,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York City-based Liz Claiborne Inc.
to 'CC' from 'B-'.  At the same time, S&P lowered the issue-level
rating on Liz Claiborne's 5% notes due 2013 to 'CC' from 'CCC+'.
The recovery rating on this debt remains '5'.  In addition, S&P
placed the corporate credit rating and all issue-level ratings on
CreditWatch with negative implications, meaning that S&P could
lower or affirm the ratings following resolution of the
CreditWatch.

The rating action follows the company's announcement that it plans
to pursue a cash tender offer for up to EUR155 million of its
EUR350 million 5% notes due 2013 at a total consideration of less
than 100% of principal plus accrued interest.  Based on S&P's
criteria, S&P views the transaction as a distressed offer.  The
tender offer is scheduled to expire on April 5, 2011.


LIZ CLAIBORNE: Expects Q1 Negative Adj. EBITDA of $11MM to $17MM
----------------------------------------------------------------
Liz Claiborne, Inc., on March 28, 2011, announced February direct
to consumer comparable sales and provided projections for 2011
first quarter Adjusted EBITDA.

February direct to consumer comparable sales performed:

   Brand            February
   -------------    --------
   Juicy Couture    (5%)
   -------------    --------
   Lucky Brand      12%
   -------------    --------
   kate spade       87%
   -------------    --------
   Mexx Europe      (8%)
   -------------    --------
   Mexx Canada      (3%)
   -------------    --------

Based on the financial information available to the Company and
the Company's most current projections, the Company expects that
its Adjusted EBITDA, excluding foreign currency gains (losses),
net for the first quarter of 2011 will be approximately $(11)
million to $(17) million.  The Company's 2011 first quarter has
not yet been completed, and the quarter-end closing process is not
expected to be completed until a number of weeks after the end of
the quarter, so the Company's expectations are subject to that
closing process.

The Company's previously-released guidance for Adjusted EBITDA is
unchanged.  The Company's full year 2011 Adjusted EBITDA is
dependent on the Company's financial results in the second half of
2011 and on other factors.

Also, as a result of the Company's recently announced tender offer
and related financing scheduling, the Company will be rescheduling
its Investor Day from Thursday, March 31, 2011 to Thursday, April
28, 2011.  The Company will provide more details around the
rescheduled event as soon as possible.

                        About Liz Claiborne

Liz Claiborne Inc. -- http://lizclaiborneinc.com-- designs and
markets a global portfolio of retail-based premium brands
including Juicy Couture, Kate Spade, Lucky Brand and Mexx.  The
Company also has a refined group of department store-based brands
with strong consumer franchises including the Monet family of
brands, Kensie, Kensiegirl, Mac & Jac, and the licensed DKNY(R)
Jeans and DKNY(R) Active brands.  The Dana Buchman and Axcess
brands are sold at Kohl's, and beginning in Fall 2010, the Liz
Claiborne and Claiborne brands will be available at JCPenney and
the Liz Claiborne New York brand designed by Isaac Mizrahi will be
available at QVC and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2011,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York City-based Liz Claiborne Inc.
to 'CC' from 'B-'.  At the same time, S&P lowered the issue-level
rating on Liz Claiborne's 5% notes due 2013 to 'CC' from 'CCC+'.
The recovery rating on this debt remains '5'.  In addition, S&P
placed the corporate credit rating and all issue-level ratings on
CreditWatch with negative implications, meaning that S&P could
lower or affirm the ratings following resolution of the
CreditWatch.

The rating action follows the company's announcement that it plans
to pursue a cash tender offer for up to EUR155 million of its
EUR350 million 5% notes due 2013 at a total consideration of less
than 100% of principal plus accrued interest.  Based on S&P's
criteria, S&P views the transaction as a distressed offer.  The
tender offer is scheduled to expire on April 5, 2011.


LOCATEPLUS HOLDINGS: YA Global Assigns Debenture to Gulabtech
-------------------------------------------------------------
LocatePLUS Holdings Corporation, on March 20, 2007, issued a
secured convertible debenture to Cornell Capital Partners, now YA
Global Investments, L.P., in the aggregate principal amount of
$6,000,000 of which $3,000,000 was advanced immediately.  The
second installment of $2,000,000 was to be advanced immediately
prior to the filing by the Company with the Securities and
Exchange Commission of the Registration Statement.  The last
installment of $1,000,000 was to be advanced immediately prior to
the date the Registration Statement was declared effective by the
Commission.  The remaining $3,000,000 was not funded due to the
Company failing to file the necessary Registration Statement.  The
Debenture matured on the third anniversary of the date of issuance
and is now in default.  As of March 18, 2011 $2,702,990 in
principal amount plus $658,822 in interest was due and owing
according to YA Global.  The holder of the Debenture may convert
at any time amounts outstanding under the Debentures into shares
of common stock of the Company at a fixed conversion price per
share, initially equal to $0.314, now $.057 per share due to the
default.  Under the Purchase Agreement the Debenture is secured by
substantially all of the Company's, and its wholly owned
subsidiaries' assets.  The Company was engaged in negotiations
toward a restructuring of this indebtedness.  On March 22, 2011,
YA Global notified the Company that it had agreed to assign the
Debenture to Gulabtech, LLC, subject to certain unspecified
conditions.

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company has sustained net losses of $639,916 and $2.8 million
for the fiscal periods ended Sept. 30, 2010, and Dec. 31, 2009,
respectively.  The Company has an accumulated deficit of
$53.9 million, a stockholders' deficit of $9.0 million and a
working capital deficit of $6.3 million at Sept. 30, 2010.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at Sept. 30, 2010, showed
$2.5 million in total assets, $11.5 million in total liabilities,
and a stockholders' deficit of $9.0 million.


MARINA BIOTECH: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------
Marina Biotech, Inc., filed on March 23, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

KPMG LLP, in Seattle, Wash., expressed substantial doubt about
Marina Biotech's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
losses and has an accumulated deficit, and has had recurring
negative cash flows from operations.

The Company reported a net loss of $27.7 million on $2.5 million
of revenue for 2010, compared to a net loss of $8.0 million on
$14.7 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $29.4 million
in total assets, $12.3 million in total liabilities, and
stockholders' equity of $17.1 million.

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

                       http://is.gd/5Pq3Ky

Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNA)
-- http://www.marinabio.com/-- is a biotechnology company,
focused on the development and commercialization of RNA
interference- (RNAi) and RNA-based therapeutics.


MATT BUILIDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Matt Builiding 1 LLC
        P.O. Box 2396
        Mesa, AZ 85214

Bankruptcy Case No.: 11-08025

Chapter 11 Petition Date: March 25, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Stanford E. Lerch, Esq.
                  LERCH & ASSOCIATES, PC
                  4000 N. Scottsdale Road, Suite 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  E-mail: ldlaw@ldlawaz.com

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

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

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

The petition was signed by Samuel Lewis.


MAYPORT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mayport Properties, LLC
        dba Best Western
        2389 Mayport Road
        Atlantic Beach, FL 32233

Bankruptcy Case No.: 11-02057

Chapter 11 Petition Date: March 24, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,330,593

Scheduled Debts: $4,391,711

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-02057.pdf

The petition was signed by Kirit Patidar, manager.

Debtor-affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beaches Hospitality, LLC              10-7877             08/31/10
East Beaches Hospitality, LLC         10-7878             08/31/10


MERISANT CO: S&P Assigns 'B-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Chicago-based Merisant Co.  The outlook is
stable.

In addition, S&P assigned a 'B' issue-level rating and '2'
recovery rating, indicating S&P's expectations of substantial
(70%-90%) recovery in the event of a payment default, to
Merisant's $141.9 million senior secured term loan with roughly
$109 million outstanding as of March 1, 2011.

It is S&P's view that Merisant, a global producer and marketer of
tabletop low-calorie sweeteners, has a vulnerable business risk
profile and a highly leveraged financial profile.  Merisant's
vulnerable business risk profile reflects S&P's belief that the
company participates in an intensely competitive industry and has
a narrow product focus and moderate operating scale.  Merisant's
highly leveraged financial risk profile reflects S&P's view of the
company's remaining debt burden and issuance of preferred stock
after its emergence from Chapter 11 bankruptcy protection on
Jan. 11, 2010.

"We believe that Merisant will remain challenged to substantially
increase its revenues and expand its market share positions,
because it competes with much larger industry participants with
greater financial resources and scale, and S&P also believe that
the company will remain highly leveraged over the intermediate
term," said Standard & Poor's credit analyst Bea Chiem.

The stable outlook reflects S&P's expectation that Merisant will
improve its revenues and EBITDA, maintain fully adjusted leverage
of 5x-6x, and maintain adequate liquidity with ample covenant
cushion.


MICHAELS STORES: Moody's Gives Positive Outlook, Keeps B3 Rating
----------------------------------------------------------------
Moody's Investors Service revised Michaels Stores, Inc. rating
outlook to positive from stable.  Moody's also upgraded the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-2.
All other ratings, including the company's B3 Corporate Family
Rating, were affirmed.

"The rating outlook revision to positive from stable reflects
Michaels' progress improving its credit metrics over the course of
2010, and Moody's expectations the company will make further
progress deleveraging over the next 12 to 18 months" said Moody's
Senior Analyst Scott Tuhy.  Moody's expects the company will
continue to demonstrate positive trends in same store sales, as
consumer spending continues to recover.  Moody's also expects the
company will continue to sustain its high operating margins,
primarily as the company continues to benefit from its initiatives
to increase direct sourcing of product while also maintaining
tight control over inventory and operating expenses.

The upgrade of the company's Speculative Grade Liquidity rating to
SGL-1 from SGL-2 primarily reflects its strong cash flow
generation, which enabled the company to materially improve its
cash balances, which were more than $300 million as of January 31,
2011.  Michaels' very good liquidity also reflects its access to
its $900 million asset-based revolver, which remains substantially
undrawn as well as limited near term debt maturities beyond the
required partial redemption in early 2012 of approximately
$194 million (face amount) of its Subordinated Discount Notes.

Michaels' B3 Corporate Family Rating reflects the company's still
significant debt burden, with debt/EBITDA estimated to be in the
high six times range as of its most recent fiscal year end.  It
also recognizes Michaels' leadership position in the highly
fragmented arts and crafts segment, and its high operating
margins.  The rating takes into consideration the company's
participation in some segments that have greater sensitivity to
economic conditions, such as its custom framing business.
Michaels' ratings also reflect its very good liquidity profile.

Ratings could be upgraded over time if Michaels continues to
generate positive revenue growth and operating margins are
sustained low double digits.  At the same time the company would
need to make tangible progress to address the maturities of its
asset-based revolver and the term loan tranche that matures
in 2013 and otherwise maintain a good liquidity profile.
Quantitatively, ratings could be upgraded if EBITA/interest
remains above 1.6 times and debt/EBITDA approaches 6 times.

Ratings could be downgraded if Michaels sales were to decline or
operating margins were to erode.  Quantitatively, ratings could be
downgraded if EBITA/interest approaches 1.0 times, debt/EBITDA is
likely to be sustained above 7.25 times, or free cash flow was
negative.  Ratings could also be downgraded if the company's good
liquidity profile were to erode.

These ratings were affirmed, and LGD assessments amended

* Corporate Family Rating at B3

* Probability of Default Rating at B3

* Senior secured term loan due 2013 at B2 (LGD 3, 34% from LGD 3,
  36%)

* Senior secured term loan due 2016 at B2 (LGD 3, 34% from LGD 3,
  36%)

* $800 million Senior Unsecured Notes due 2018 at Caa1 (LGD 5, 74%
  from LGD 5, 76%)

* $400 million Senior subordinated notes due November 2016 at Caa2
  (LGD 5, 89% from LGD 6, 90%)

* $469 million (principal amount at maturity) Subordinated
  Discount Notes due 2016 at Caa2 (LGD 6, 94% from LGD 6, 95%)

The last rating action on Michaels was on October 6, 2010, when
a Caa1 rating was assigned to the company's $800 million senior
unsecured notes due 2018.

Michaels Stores, Inc., is the largest dedicated arts and crafts
specialty retailer in North America.  The company operated 1,045
Michaels stores in 49 states and Canada and 137 Aaron Brothers
stores as of its most recent fiscal year end.


MILLAR WESTERN: Moody's Assigns 'B3' Rating to Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the senior
unsecured notes offered by Millar Western Forest Products Ltd.
Concurrently, all other ratings were affirmed including the B2
Corporate Family Rating.  The ratings outlook remains stable.

On March 24, 2011, Millar Western announced that it has commenced
a cash tender offer for its US$190 million 7.75% Senior Notes due
2013.  The company further announced that it intends to offer,
subject to market and other conditions, US$200 million of Senior
Notes due 2021.  Millar Western intends to use the net proceeds
from the offering and approximately C$4 million of cash to
purchase or redeem all of its outstanding US$190 million 7.75%
Senior Notes due 2013, including related premiums, accrued
interest and fees.

                        Ratings Rationale

The B2 CFR reflects a favorable operating environment for pulp
producers and improving fundamentals in lumber, which have
contributed to Millar Western's good liquidity profile and solid
credit metrics.  Strong demand for pulp, along with a balanced
supply chain, has preserved current market prices near record
highs.  That said, pulp pricing may eventually weaken as
additional supply comes on-line, but Moody's does not expect a
significant price decline in the near-term.  Meanwhile, gathering
strength in the demand for lumber, particularly in China, has
helped this segment return to profitability.  End market demand
for lumber is expected to remain steady in the near-term, with
potential upside if U.S. housing starts begin to rebound.  The
ratings continue to be constrained by the company's relatively
small revenue size and the inherent vulnerability of revenue and
earnings to highly cyclical commodity pulp and lumber prices,
fiber costs and exchange rates.

The stable outlook reflects Moody's expectation that consolidated
results will remain fairly steady over the medium term, with a
potential pullback in pulp prices being partly offset by a
favorable hedged position in lumber and the scheduled initiation
of operations at the Fox Creek sawmill in early 2012.
Nonetheless, the ratings or outlook could be pressured if pulp
and lumber prices fall materially, or exchange rates change
considerably, causing a deterioration in the company's liquidity
profile.  Additionally, the ratings could be downgraded if the
cost of rebuilding the Fox Creek sawmill is significantly higher
than anticipated.  Although not likely in the medium term due to
the inherent volatility in demand for pulp and lumber, the ratings
could be raised if revenue and earnings grow considerably and
enable the company to build a sizable cash balance to withstand
a future downturn.

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.  For
additional information, please refer to the Credit Opinion to be
posted on moodys.com.

This rating (and LGD point estimate) was assigned:

* Proposed US $200 million senior unsecured notes due 2021, B3
  (LGD4, 63%)

These ratings were affirmed:

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* US $190 million senior unsecured notes due 2013, B3 (LGD4, 61%)
  -- rating to be withdrawn upon closing of the transaction if
  substantially all the notes are tendered

* Speculative Grade Liquidity Assessment, SGL-2

Millar Western Forest Products Ltd. is privately held and produces
dimension lumber and high-yield pulp.  Headquartered in Edmonton,
Alberta, the company reported 2010 revenues of C$292 million.


MILLAR WESTERN: S&P Assigns 'B-' Rating to US$200 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating, and '4' recovery rating, to Edmonton, Alta.-based Millar
Western Forest Products Ltd.'s proposed US$200 million senior
unsecured notes due 2021.

At the same time, S&P affirmed its 'B-' long-term corporate credit
rating on the company in light of the proposed notes offering.
The company will use the proceeds to pay down it US$190 million
notes due in 2013.  The outlook is stable.

"The ratings on Millar Western reflect what S&P views as the
company's vulnerable business risk profile, highlighted by its
participation in the highly cyclical, fragmented, and competitive
pulp and lumber industries; exposure to changes in volatile
exchange rates; limited operating and geographic diversity; and
competition in hardwood pulp from South American producers," said
Standard & Poor's credit analyst Jatinder Mall.  "These weaknesses
are partially offset, in S&P's opinion, by the company's modern,
efficient assets, and high degree of fiber and energy self-
sufficiency," Mr. Mall added.  Millar Western's highly leveraged
financial risk profile is categorized by high debt leverage, a
heavy interest burden, and weak operating cash flow.

Millar Western is a small, privately held pulp and lumber
producer.  It operates two sawmills with a combined annual
capacity of 400 million board feet, and one pulp mill with an
annual capacity to produce 300,000 metric tons of bleached chemi-
thermomechanical pulp.  Pulp accounted for 60% of 2010 sales, and
lumber accounted for the remaining 40%.

The stable outlook reflects S&P's expectations that, while credit
metrics will weaken in 2011, with leverage about 5.5x and
liquidity about C$60 million, in 2012 they will improve back to
2010 levels as the Fox Creek saw mill comes online and lumber
demand and pricing improve.  A negative rating action would likely
occur if lower profitability, along with a weak pulp and lumber
market outlook, contributed to EBITDA interest coverage below
1.5x.  A positive rating action would require the company to
demonstrate over the coming quarters that it is on track with the
Fox Creek mill rebuild and that the improving profitability will
result in EBITDA interest coverage above 3.0x and debt to EBITDA
below 4.5x on a sustained basis.  The ratings are constrained to
the 'B' category by Millar Western's business risk profile,
including its small market position in the highly competitive pulp
and lumber industries, exposure to volatile pulp and lumber prices
and exchange rates, and limited operating diversity.


MONARCH APEX: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Monarch Apex LLC
        P.O. Box 849
        Skyland, NC 28776

Bankruptcy Case No.: 11-10284

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $2,400,000

Scheduled Debts: $2,683,588

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Apex Interests LLC        Property 720 West      $2,683,588
c/o Ralph H. Falls, III   Williams St.
1310 South Tryon Street   Apex, NC 27502
Suite 104
Charlotte, NC 28203

The petition was signed by James W. Pellerin Jr., manager.


MORGANS HOTEL: Gery Yoav Does Not Own Any Securities
----------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Gery Yoav, chief development officer at Morgans Hotel
Group Co., disclosed that he does not beneficially own any
securities of the Company.

                     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: Has Court's Nod to Pay Critical Construction Claims
---------------------------------------------------------------
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 pay
critical construction vendor claims.

The Debtors estimated that there are approximately $2.8 million in
critical construction vendor claims.  According to the Debtors,
the significant majority of critical construction vendor claims
will be paid out of insurance proceeds.  The Debtors also
estimated that insurance proceeds cover approximately $2.3 million
and approximately $500,000 in critical construction vendor claims
are not covered by insurance.

The Debtors said that critical construction vendors are critical
to the Debtors' operations; particularly, in connection with the
Debtors' efforts to ensure that the Debtors' resorts maintain the
high level of quality customers expect.  The Debtors'
relationships with the critical construction vendors generally are
not governed by long-term contracts.  Instead, the Debtors
typically do business with these vendors on a project-by-project
basis.  "Thus, the Debtors' failure to honor obligations currently
owed to the critical construction vendors could cause such
Critical Construction Vendors to refuse to continue to do business
with the Debtors.  Further, given the substantial progress already
made on current renovation projects, the Debtors believe it may be
difficult to locate alternative vendors in a timely or cost-
effective manner.  Indeed, transitioning the works in process from
the current critical construction vendors almost certainly would
result in additional expenses -- greater than the limited relief
requested herein.  In addition, some of the critical construction
vendors employ sub-contractors who have small operations and rely
primarily on a limited number of their own customers for their
continued viability.  Such sub-contractors have limited access to
capital and can ill afford their own loss of operating revenues.
Such parties may have little choice but to demand that the Debtors
satisfy their prepetition obligations in order to survive," the
Debtors stated.

                         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.


MYSPACE INC: Has Difficulty Attracting Advertisers
--------------------------------------------------
Emily Steel, writing for The Wall Street Journal, reports that
Myspace is having an increasingly hard time drawing advertisers,
especially for long-term deals, in view of plummeting traffic and
its uncertain future.

Ms. Steel relates Myspace registered its sharpest audience
declines in February since the site began its downward spiral in
2009.  February traffic to Myspace plunged 44% from a year earlier
to 37.7 million unique U.S. visitors, its lowest monthly total
since February 2006, according to comScore Inc.  Meanwhile, people
who visited the site spent on average 59% less time in February
than they did a year earlier, comScore data show.

The Journal notes that big-name sponsors, including McDonald's
Corp., Sony Corp.'s Sony Pictures, State Farm Insurance and Toyota
Motor Corp., signed up to the launch of Myspace Music, a joint
venture with several record labels, in September 2008.  When
MySpace's popularity among Internet users was surging-it peaked in
2008-the site regularly sold the high-priced ad space on its
homepage months in advance.  Today, Myspace still charges
relatively high prices for splashy ads on its homepage, but demand
has dropped off, and several marketers say they no longer make
commitments months in advance.

In February, the Wall Street Journal's Emily Steel and Russell
Adams reported that News Corp. has hired Allen & Co. to advise on
"possible deal opportunities for Myspace," the investment bank
said.

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


NATIONAL SPECIALTY: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Chicago-based National Specialty
Hospitals Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $172 million senior secured term
loan due 2017 and $20 million senior secured revolving credit
facility due 2016.  The senior secured facility also includes a
$30 million delayed draw term loan that expires in August 2012.

"The low speculative-grade preliminary ratings on National
Specialty Hospitals Inc. reflect S&P's expectation that the
company will remain highly leveraged in the medium term,"
said Standard & Poor's credit analyst Rivka Gertzulin, "since
increasing adjusted debt from the pay-in-kind cumulative preferred
stock (which S&P views as debt, consistent with S&P's criteria)
will mostly offset expected EBITDA growth from existing facilities
and acquisitions.  The company has a highly leveraged financial
risk profile, with adjusted debt to EBITDA likely to remain above
7x over the next several years (excluding the preferred debt, pro
forma lease-adjusted leverage at the close of the transaction was
around 5x).  Thus, while debt leverage is substantial, S&P expects
liquidity to be adequate.


NEOMEDIA TECHNOLOGIES: Reports $35.09MM Net Income in 2010
----------------------------------------------------------
Neomedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $35.09 million on $1.52 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $67.38 million on
$1.66 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $8.57 million
in total assets, $89.05 million in total current liabilities,
$8.33 million in Series C convertible preferred stock, $2.50
million in Series D convertible preferred stock and $91.31 million
in total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.

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

                        http://is.gd/7Dm52e

                    About NeoMedia Technologies

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


NEOMEDIA TECHNOLOGIES: Kingery & Crouse Raises Going Concern Doubt
------------------------------------------------------------------
NeoMedia Technologies, Inc., filed on March 25, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Kingery & Crouse, P.A., in Tampa, Fla., expressed substantial
doubt about NeoMedia Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.

The Company reported net income of $35.1 million on $1.5 million
of revenue for 2010, compared to a net loss of $67.4 million on
$1.7 million of revenue for 2009.  The Company had an operating
loss of $6.2 million in 2010 versus an operating loss of
$6.3 million in 2009.

The Company's balance sheet at Dec. 31, 2010, showed $8.6 million
in total assets, $89.1 million in total liabilities, all current,
$8.3 million in Series C convertible preferred stock, $2.5 million
in Series D convertible preferred stock, and a stockholders'
deficit of $91.3 million.

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

                       http://is.gd/7Dm52e

Atlanta, Ga.-based NeoMedia Technologies, Inc. (OTC BB: NEOM.OB) -
- http://www.neom.com/-- provides 2D mobile barcode technology
and infrastructure solutions that enable the mobile barcode
ecosystem world-wide.  Its technology platform transforms mobile
devices with cameras into barcode scanners, enabling a range of
practical and engaging applications including consumer oriented
advertising, mobile ticketing and couponing, and business-to-
business commercial track and trace solutions.


NEUROLOGIX INC: Incurs $10.16 Million Net Loss in 2010
------------------------------------------------------
Neurologix, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$10.16 million on $0 of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $13.46 million on $0 of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $9.68 million
in total assets, $13.84 million in total liabilities and $4.16
million in total stockholders' deficit.

In commenting on the Company's performance, President and Chief
Executive Officer Clark A. Johnson said, "Neurologix ended 2010
reaching a significant milestone with the announcement of positive
results of the Company's Phase 2 study of NLX-P101 in patients
with Parkinson's disease, providing important validation of our
work in gene therapy, which has been ongoing for more than a
decade.  We are off to a similarly strong start in 2011 with the
March 17 publication of these results in The Lancet Neurology.
The Phase 2 results strongly support the establishment of a Phase
3 clinical trial of NLX-P101 in subjects with Parkinson's disease.
We recently discussed our Phase 2 results with the FDA and plan to
submit a Phase 3 protocol under a Special Protocol Assessment
later this year."

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.

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

                        http://is.gd/8Dbyqj

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.


NEW LIFE: Services Provider for Disabled Has $4.4-Mil. in Debts
---------------------------------------------------------------
The Dayton Daily News reports that New Life Enterprises of N.W.
Ohio, Inc., doing business as Inclusive Solutions, disclosed
assets of about $1.07 million and liabilities of $4.4 million.
For 2010, New Life's sales totaled more than $9.6 million.  The
Cincinnati-based for-profit claims to be one of the largest
community-based service providers to the developmentally disabled
in Ohio.  It has 209 full-time employees and 75 part-time
employees.

New Life Enterprises filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ohio Case No. 11-31232) on March 13, 2011.   J.
Matthew Fisher, Esq., at Allen, Kuehnle, Stovall & Neuman LLP,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


NEW ORIENTAL: Howard Barth Resigns as Board Member
--------------------------------------------------
Howard S. Barth submitted his resignation as Director and Audit
Committee Chairman from New Oriental Energy & Chemical Corp.'s
Board of Directors.  In submitting his resignation, Mr. Barth did
not cite any material disagreements with respect to the Company or
its Board of Directors with respect to the Company's operations or
public disclosures.

                        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.


NEWSOM PROPERTIES: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Newsom Properties, LLC
        2521 NW 41st St.
        Gainesville, FL 32606

Bankruptcy Case No.: 11-04192

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

Scheduled Assets: $4,560,935

Scheduled Debts: $11,211,465

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Florida Dept of Revenue   Potential sales        Unknown
5050 W Tennessee St       tax liability
Tallahassee, FL 32399-0125

The petition was signed by William A. Newsom, manager.


NEXAIRA WIRELESS: Extends Maturity of Gemini Note to Oct. 31
------------------------------------------------------------
As disclosed in Nexaira Wireless Inc.' report on Form 8-K filed
with the Securities and Exchange Commission, on Aug. 20, 2010, the
Company issued to Gemini Master Fund, Ltd., a convertible note in
the face amount of $400,000 and a three-year warrant to purchase
up to 333,333 shares of common stock of the Company at an exercise
price of $0.50 per share until Aug. 20, 2013.  The maturity date
of the convertible Note was July 31, 2011.  On March 21, 2011, the
Company entered into an Amendment Agreement whereby Gemini agreed
to grant a three-month extension of the maturity date of the Note
to Oct. 31, 2011.

In consideration for the extension, on March 21, 2011, the Company
issued Gemini warrants to purchase up to 333,333 shares of the
Company's common stock at an exercise price of $0.15 per share
until March 21, 2014.

On March 22, 2011, Gemini delivered a notice of conversion with
respect to $20,000 of the principal amount of the Note.  Effective
March 23, 2011, the $20,000, and $1,172 accrued interest thereon,
were converted into 289,665 common shares of the company at a
deemed conversion price of $0.0731 per share.

On March 23, 2011, the Company closed a private placement
consisting of 2,250,000 units at a purchase price of $0.10 per
unit for aggregate gross proceeds of $225,000.  Each Unit consists
of one common share in the capital of the Company and one common
share purchase warrant exercisable at a strike price of $0.15 per
share at any time until March 23, 2014.  The Company issued the
2,250,000 units to four U.S. persons who are accredited investors.

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

The Company's balance sheet at Jan. 31, 2011 showed $1.61 million
in total assets, $4.11 million in total current liabilities and
$2.50 million in total shareholders' deficit.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.


NOT REALLY: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Not Really, LLC
        2035 W. Giddings St.
        Chicago, IL 60625

Bankruptcy Case No.: 11-12451

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

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

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-12451.pdf

The petition was signed by Andres E. Schcolnik, sole manager and
sole member.


NOVADEL PHARMA: Registers Common Stock Under Section 12(g)
----------------------------------------------------------
Novadel Pharma Inc. filed with the U.S. Securities and Exchange
Commission a registration statement on Form 8-A to change the
registration of the common stock, par value $0.001 per share the
Company from Section 12(b) under the Securities Exchange Act of
1934, as amended, to Section 12(g) of the Exchange Act in
connection with the quotation of the Common Stock on the Over-the-
Counter Bulletin Board.  The Common Stock was formerly registered
under Section 12(b) of the Exchange Act and listed on the NYSE
Amex LLC.

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at Sept. 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


OTTER TAIL: Green Plains Completes Ethanol Plant Purchase
---------------------------------------------------------
The Associated Press reports that Omaha-based Green Plains
Renewable Energy Inc. has completed a $55 million acquisition of
Otter Tail Ag Enterprises' ethanol plant near Fergus Falls,
Minnesota.

According to the report, a bankruptcy court in February accepted
Green Plains' bid to acquire the plant.  Forty workers at the
plant will now be part of Green Plains.

                         About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


OVERLAND STORAGE: Clinton Group Discloses 16.8% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Clinton Group, Inc., and its affiliates disclosed that
they beneficially own 4,079,319 shares of common stock of Overland
Storage, Inc., representing 16.8% of the shares outstanding based
on 24,230,023 shares of Common Stock outstanding as set forth in
the Company's 10-Q filed on Feb. 16, 2011 and as adjusted to take
account for shares and warrants issued in the March 21, 2011.  A
full0-text copy of the filing is available for free at
http://is.gd/NR19BT

                       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.


PALM HARBOR: Wants Plan Exclusivity Until May 27
------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Palm Harbor Homes Inc., which was authorized on March 4 to sell
its business, filed a first motion for an extension of the
exclusive right to propose a Chapter 11 plan.  If granted at a
hearing on April 19, the new deadline will be May 27.

                       About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


PALM HARBOR: Joins Accord Over Hurricane Housing Lawsuit
--------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Daily Bankruptcy Review,
reports that Palm Harbor Homes Inc. and Champion Enterprises Inc.
are among 34 businesses that have struck a deal to resolve a
lawsuit currently pending in Louisiana district court.

The companies provided emergency housing to victims of Hurricanes
Katrina and Rita.  Under the deal, the companies intend to pay
$2.625 million to settle claims that they exposed individuals to
hazardous levels of formaldehyde.  DBR relates Palm Harbor and
Champion are seeking bankruptcy court permission to participate in
the settlement.

DBR relates that Palm Harbor's insurer would contribute $50,000 to
the $2.625 million fund, leaving Palm Harbor free to use its own
funds for other uses.

DBR notes Palm Harbor faces 46,500 claims stemming from the
lawsuit.  All of these would be resolved under the settlement.

According to DBR, Palm Harbor has warned that absent the
settlement, its officers would be forced to divert their time and
energy away from the bankruptcy case to handle the Louisiana
litigation.  It also cautioned that the company might not be able
to fund the continuing costs of litigating the matter.

DBR notes that no papers have yet been filed in Champion's
bankruptcy case, now known as CEI Liquidation Estates, but the
settlement specifies that Champion too requires clearance from the
bankruptcy court.

DBR relates the bankruptcy court is set to consider approving Palm
Harbor's participation in the settlement at a hearing April 19.

                       About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to
$55 million in secured financing for Palm Harbor's reorganization.


                     About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries were international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consisted of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products ranged from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on Nov. 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.

In March 2010, Champion Enterprises received final court approval
to sell its domestic and international operations.  An investor
group consisting of affiliates of Centerbridge Partners, L.P., MAK
Capital Fund LP and Sankaty Advisors, LLC invested $50 million in
new capital to support the operations and growth initiatives of
the new company.  The transaction was supported by a group of
Champion's existing lenders who, together with the lead investors,
agreed to exchange 100% of existing debt under Champion's pre-
petition and DIP senior secured credit agreements for equity in
the new company and a $40 million senior secured five year note.

Champion's bankruptcy case has been renamed CEI Liquidation
Estates following the closing of the sale.


PARADISE GROWERS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paradise Growers, Inc.
        2055 Midwick Drive
        Altadena, CA 91001

Bankruptcy Case No.: 11-22691

Chapter 11 Petition Date: March 24, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Roy C. Dickson, Esq.
                  DICKSON & ASSOCIATES
                  2323 N. Tustin Avenue, Suite I
                  Santa Ana, CA 92705
                  Tel: (714) 541-8080
                  Fax: (714) 541-8090
                  E-mail: roycd@aol.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-22691.pdf

The petition was signed by Ron Lee, president.


PARTSEARCH TECHNOLOGIES: Best Buy Wins Auction for Business
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Best Buy Co. Inc. won the auction last week to buy Partsearch
Technologies Inc., which filed for Chapter 11 protection after
discovering it overcharged Best Buy about $5.9 million.  The first
bid at auction, $2.875 million, came from Eldis Inc.

                   About Partsearch Technologies

Partsearch Technologies Inc., based in Kingston, New York, offers
parts for consumer electronics and outdoor power equipment.  It
doesn't hold inventory of its own. Inventory comes from suppliers.

Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-10282) on Jan. 27 after discovering it overcharged its
largest customer Best Buy Co. Inc. by $5.9 million.  William R.
Baldiga, Esq., at Brown Rudnick LLP, in New York, serves as
counsel.  Partsearch disclosed assets for $4 million and total
liabilities of $13 million.


PATRIOT NATIONAL: Incurs $15.40 Million Net Loss in 2010
--------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $15.40 million on $35.61 million of total interest and
dividend income for the year ended Dec. 31, 2010, compared with a
net loss of $23.88 million on $42.97 million of total interest and
dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$784.32 million in total assets, $717.15 million in total
liabilities and $67.17 million in total shareholders' equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/k9IOv1

                  About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PAXTON MEDIA: Moody's Withdraws 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew the B2 Corporate Family Rating,
B3 Probability of Default Rating, and all instrument ratings
previously assigned to Paxton Media Group, LLC's proposed
$240 million of senior secured credit facilities following
termination of the transaction.  The company did not proceed with
the issuance of credit facilities proposed in October 2010.

These ratings and outlook have been withdrawn:

Issuer -- Paxton Media Group, LLC

* Corporate Family Rating -- B2, Withdrawn

* Probability-of-Default Rating -- B3, Withdrawn

* $10 million Senior Secured Revolver due 2015 -- B2, LGD 3, 33%,
  Withdrawn

* $20 million Senior Secured Term Loan A due 2013 -- B2, LGD 3,
  33%, Withdrawn

* $210 million Senior Secured Term Loan B due 2016 -- B2, LGD 3,
  33%, Withdrawn

* Stable outlook, Withdrawn

The last rating action was on October 29, 2010, when Moody's
assigned a Corporate Family Rating as well as instrument ratings
on the proposed facilities.

Paxton Media Group, LLC, is a family controlled, privately held
media company that owns and operates 32 community newspapers in
nine states with total daily circulation of approximately 291,895.
The company also owns the NBC affiliate in Paducah, Kentucky, and
numerous weekly, shopper and niche publications located primarily
in the southeast and mid-western United States.  The company was
founded in 1896 and is headquartered in Paducah, Kentucky.  The
Paxton family owns approximately 98.7% of economic and voting
control with the remaining interests held by families of current
and former managers.  Paxton Media reported approximately
$154 million in revenues for the 12 months ended September 2010.


PC GROUP: BDO Raises Going Concern Doubt; Debt Due at Year-End
--------------------------------------------------------------
PC Group, Inc., filed on March 23, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

BDO USA, LLP, in Melville, New York, expressed substantial doubt
about PC Group's ability to continue as a going concern.  The
independent auditors noted that Company has convertible debt
obligations that become due in December 2011 and have limited
liquid resources to satisfy these obligations.

The Company reported a net loss of $1.4 million on $45.0 million
of sales for 2010, compared with a net loss of $8.5 million on
$40.9 million of sales for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $42.2 million
in total assets, $35.3 million in total liabilities, and
stockholders' equity of $6.9 million.

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

                       http://is.gd/os6qch

New York City-based PC Group, Inc., through its wholly-owned
subsidiaries, Twincraft, Inc., and Silipos Inc., offers a diverse
line of personal care products for the private label retail,
medical, and therapeutic markets.  The Company sells its medical
products primarily in the United States, as well as in more than
30 other countries, to national, regional, and international
distributors.  The Company sells its personal care products
primarily in North America to branded marketers of such products,
specialty and mass market retailers, direct marketing companies,
and companies that service various amenities markets.


PECANS OF QUEEN: Receives Court Confirmation of Chapter 11 Plan
---------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona confirmed the plan of reorganization filed by
Pecans of Queen Creek, L.L.C., on March 2, 2011, after determining
that the plan satisfied all requirements under Section 1129 of the
Bankruptcy Code.

The Plan contemplates the sale of lots over a period of time, and
the Debtor's members will contribute additional monies necessary
to fully implement the Plan.  The Debtor's sole material asset is
real property located on Chandler Heights between Hawes Rd. and
Ellsworth, in Queen Creek, Arizona.  It consists of 76 developed
lots and approximately six acres of undeveloped property.

                        Treatment of Claims

Class 1 - Allowed Secured Claims of the County of Maricopa
          ($197,554) will be paid in full in four equal semi-
          annual payments.

Class 2 - Allowed Secured Claim of Strategic Funding ($6,115,836)
          - the holder of the Class 2 Claim will receive payment
          in full satisfaction of its claim as:

          a) The Deed of Trust will be amended so that the Release
             Price per lot will be changed to a figure that
             represents the Allowed amount of the Class 2 Claim,
             divided by 73.

          b) The terms of the Promissory Note to the holder of the
             Class 2 Claim will be modified to provide that from
             and after the effective date interest will accrue at
             the rate of 4.25% per annum, until paid in full.

Class 3 - Allowed Secured Claim of Adams Pecans, LLC ($1,012,038)
          - the holder of the Allowed Class 3 Claim will accrue
          interest on its claim at the rate of 3.25% per annum.
          No payments will be made to the holder of the Class 3
          Claim until the holder of the Class 2 Claim receives
          payment of the Release Price on a particular lot.  At
          that time, the holder of the Class 3 Claim will be paid
          $22,000 pari passu to the holder of the Class 4 Claim,
          and will release its lien in an amount that represents
          the allowed amount of the Class 3 Claim, divided by 73.

Class 4 - Allowed Secured Claim of MTL Pecans, LLC ($643,439) -
          No payments will be made to the holder of the Class 4
          Claim until the holder of the Class 2 Claim receives
          payment of the Release Price on a particular lot.  At
          that time, the holder of the Class 4 Claim will be paid
          $22,000 pari passu to the holder of the Class 3 Claim,
         and will release its lien in an amount that represents
         the allowed amount of the Class 4 Claim, divided by 73.

Class 5 - Allowed Secured Claim of Construction 70, Inc.,
         ($13,179) - the holder of the Class 5 Claim will receive
         two equal semi-annual payments in full satisfaction of
         its Allowed Claim.

Class 6 - Allowed Secured Claim of Queen Creek Pecans, LLC
         ($2,763,822) - the holder of the Class 6 Claim will have
         its claim extinguished in full as of the effective date.

Class 7 - Allowed Claims of General Unsecured Creditors ($41,347),
          with the exception of those unsecured creditors in
          Class 8.  The holders of claims in Class 7 will receive
          five equal annual payments on the full amount of the
          allowed claim of each holder of a Class 7 Claim.

Class 8 - Claims of Sonoma Farms, Inc., Udall Law Firm, Vanderbilt
          Farms, LLC, and Vistoso Partners, LLC ($8,983,729) - The
          holders of each claim in Class 8 will have their claims
          extinguished in full as of the effective date.

Class 9 - The members of the Debtor will retain their membership
          interests in full, provided all payments required under
          the Plan are made in full.

             About The Pecans of Queen Creek

The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona.  The
Company filed for Chapter 11 bankruptcy protection on November 13,
2009 (Bankr. D. Ariz. Case No. 09-29332).  Michael W. Carmel,
Esq., at Michael W. Carmel, Ltd., assists the Company in its
restructuring effort.  The Company estimated $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


PINK MOON: Bankr. Court Will Hold Status Conference on April 5
--------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida has set a pre-Sec. 341 meeting status
conference for April 5, 2011, at 10:30 a.m. on Pink Moon
Enterprises LLC's involuntary Chapter 11 case.  The meeting will
be held at Courtroom 301, 299 East Broward Boulevard, Fort
Lauderdale, Florida.

Phillip McFillin, a manager/member of Deerfield Beach, Florida-
based Pink Moon Enterprises LLC, filed a Chapter 11 involuntary
petition against the Company on March 16, 2011 (Bankr. S.D. Fla.
Case No. 11-16907).  Mr. McFillin claims that he is owed
$1.175 million.


PLATINUM STUDIOS: Appoints Lawrence White to Board of Directors
---------------------------------------------------------------
The Board of Directors of Platinum Studios, Inc., appointed
Lawrence "Larry" White to a vacant seat on the Company's Board of
Directors.

Since 2002, Mr. White has worked with LKW Consulting, an
accounting, finance and strategic planning firm that he founded in
2002.  Prior to that time, Mr. White spent three years as the
Senior Vice-President and Chief Financial Officer for Elizabeth
Arden Red Door Spas, four years as Vice-President of Accounting
for the Arizona Diamondbacks of Major League Baseball, the Phoenix
Suns of the National Basketball Association, Chase Field and US
Airways Arena, and two years as the Vice-President of Finance for
Main Street Restaurant Group, Inc.  Mr. White also spent five
years in public accounting with the Boston offices of Price
Waterhouse and Pannell Kerr Forster and is currently a licensed
Certified Public Accountant in both Massachusetts and Arizona.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company's balance sheet as of Sept. 30, 2010, showed
$15.90 million in total assets, $24.48 million in total
liabilities, and a stockholders' deficit of $8.58 million.
Accumulated deficit was $25.80 million at Sept. 30, 2010.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
expressed substantial doubt about Platinum Studios, Inc.'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 which have resulted in
an accumulated deficit.


QSGI INC: Expects to Emerge from Ch. 11 After May 26 Conference
---------------------------------------------------------------
In a regulatory filing Thursday, QSGI, Inc., discloses that on
March 21, 2011, the United States Bankruptcy Court for Southern
District of Florida, West Palm Beach Division, confirmed the
Debtors' Third Amended Plan of Reorganization filed by QSGI, Inc.,
QSGI-CCSI, Inc., and Qualtech Services Group, Inc., dated Feb. 1,
2011.  The Debtors are waiting entry of the confirmation order by
the Judge.

The reorganized Debtor anticipates that it will likely emerge from
Chapter 11 following the May 26, 2011 status conference with the
Bankruptcy Court.  Although Debtors' anticipate that all
conditions that the Debtors must satisfy before the Effective
Date, other than the passage of time, will have been satisfied,
the Debtors can make no assurances as to when, or ultimately if,
the Plan will become effective.

The Plan provides for, among other things, a restructuring of pre-
petition debt, as follows: (i) distribution of $50,000 and
issuance of 10,000,000 common shares in the reorganized debtor for
the extinguishment of  unsecured indebtedness; (ii) extinguishment
of one $10,159,000 unsecured claim in consideration for the
confirmation of a Plan of Reorganization; (iii) issuance of
425,000 common shares for the extinguishment of $4,216,000 in
redeemable convertible preferred stock; (iv) assumption of one
$150,000 contingent secured claim bearing interest at 8% per annum
and being paid over 8 installments beginning 120 days after
confirmation; (v) assumption of note for bankruptcy legal expenses
in the amount of $61,673, bearing interest at 8% per annum and
being paid over 8 installments beginning 120 days after Plan
confirmation; (vi) the right to issue 3,524,000 common shares in
exchange for legal services related to the Plan of reorganization;
(vii) issuance of 190,000,000 common shares in consideration for
the merger of KruseCom; (viii) reservation of 10,000,000 shares to
be issued by the reorganized debtor for working capital; (ix)
reservation of 2,250,000 shares to be issued by the reorganized
debtor to key third parties.  All outstanding shares of the
Company's common stock will remain issued and outstanding at and
after the Effective Date.

A complete description of the Plan which can be found at
http://www.qsgiinc.com/

                         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.


QUANTUM FUEL: Sr. Lenders Demand $250,000 Under Term Note B
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s senior lender
demanded payment of $250,000 (for an aggregate demand of $500,000)
of principal due under the promissory note referred to in the
Company's financial statements and notes to financial statements
as "Term Note B".  The Company exercised its contractual right to
satisfy the payment demands in shares of its common stock and will
deliver 118,320 shares in payment of such demands on March 28,
2011.

The issuance of the shares triggered the full ratchet anti-
dilution price reset provision contained in the warrants issued by
the Company on Oct. 27, 2006.  The exercise price for the October
2006 Warrants was reset from $5.07 to $4.1936 and the number of
shares subject to the October 2006 Warrants was increased from
789,519 to 929,496.

The shares issued by the Company to its senior lender were issued
to an accredited investor in a transaction exempt from
Registration pursuant to Section 4(2) of the Securities Act of
1933.  The transactions did not involve a public offering, were
made without general solicitation or advertising, and there were
no underwriting commissions or discounts.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


REAL MEX RESTAURANTS: Incurs $17.78 Million Net Loss in 2010
------------------------------------------------------------
Real Mex Restaurants, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $17.78 million on $227.91 million of total revenues
for the six months ended Dec. 26, 2010, compared with a net loss
of $49.59 million on $500.60 million of total revenues for the
fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Dec. 26, 2010 showed $281.44
million in total assets, $253.97 million in total liabilities and
$27.47 million in total stockholders' equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/NVmp3I

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.


REAL MEX RESTAURANTS: Anthony Polazzi Appointed Board Chairman
--------------------------------------------------------------
On Feb. 18, 2011, Richard E. Rivera, chairman and chief executive
officer of Real Mex Restaurants, Inc., under the terms of his
contract, announced his retirement effective April 1, 2011.  On
March 23, 2011, the Board of Directors of the Company appointed
Anthony Polazzi as Chairman of the Board.  Additionally, Richard
P. Dutkiewicz was appointed by the Board to serve as the Company's
Interim President and Chief Executive Officer, in addition to his
current roles as Executive Vice President and Chief Financial
Officer of the Company.  The appointments are effective April 1,
2011 concurrent with Mr. Rivera's retirement.

Mr. Polazzi has served as a Director of the Company since October
2009, and previously served as a Director of the Company from
November 2008 until July 2009.  Mr. Polazzi has served as a
principal of Sun Capital Partners, which is an affiliate of
stockholders of the Company's parent, since October 2003.

Mr. Dutkiewicz, age 55, has been the Company's Executive Vice
President and Chief Financial Officer since April 2010.  Before
joining the Company, Mr. Dutkiewicz served as Chief Financial
Officer for Einstein Noah Restaurant Group from 2003 to 2010.  Mr.
Dutkiewicz is a graduate of Loyola University and worked in public
accounting as an audit manager with KPMG until 1984.  He has more
than 30 years of experience spanning both public and privately
held organizations for a variety of restaurant, technology, and
manufacturing organizations.

In connection with Mr. Dutkiewicz's employment as Executive Vice
President and Chief Financial Officer, Mr. Dutkiewicz signed an
offer letter with the Company dated March 17, 2010.  The offer
letter provides for an initial annual base salary of $325,000.
Mr. Dutkiewicz participates in the Company's bonus program that
entitles him to an annual performance bonus up to 50% of his base
salary.  Mr. Dutkiewicz received a signing bonus of $50,000 and
received reimbursements for his relocation of $75,000.  In
addition, Mr. Dutkiewicz will receive an option grant with a
targeted payout of $1,500,000.  In the event Mr. Dutkiewicz is
terminated without cause, he will be entitled to receive twelve
months of his base salary and payment of premiums for COBRA
coverage for a twelve-month period.

There is no arrangement or understanding between Mr. Dutkiewicz
and any other person, pursuant to which Mr. Dutkiewicz is to be
selected as an officer of the Company that would require
disclosure under Item 401(b) of Regulation S-K.  Additionally,
there is no family relationship between Mr. Dutkiewicz and any
other person that would require disclosure under Item 401(d) of
Regulation S-K.  Mr. Dutkiewicz is not a party to any transactions
that would require disclosure under Item 404(a) of Regulation S-K.

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

The Company's balance sheet at Sept. 30, 2010, showed
$287.51 million in total assets, $248.57 million in total
liabilities, and stockholder's equity of $38.93 million.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.


REDCO DEV'T: U.S. Trustee, et al., Object to Plan Outline
---------------------------------------------------------
Robert D. Miller Jr., the United States Trustee for Region 18,
objects to the disclosure statement explaining the Chapter 11 plan
of reorganization of Redco Development Co. LLC.

The U.S. Trustee says the Debtor failed to adequately disclose the
Debtor's cash flow projections in sufficient detail so that
feasibility of on-going operations can be demonstrated.  The U.S.
Trustee claims that the liquidation analysis is confusing insofar
as it seems to provide the that estimated taxes on the Northgate
Note ($660,000) will exceed the value of the note ($340,000).  An
explanation of how those figures were determined should be added
for clarity, says the U.S. Trustee.

Creditors Virann Investments LLC and Creditor R.A. Global LLC also
object to the Disclosure Statement.

                        The Chapter 11 Plan

Under the Chapter 11 plan proposed by Redco Development, all
creditors will be paid in full.  Creditors holding secured claims
will retain their security and will be paid either monthly or when
a $4 million note is paid to Redco Development.

The $4 million note due June 15, 2012, was guaranteed by Guy
Farthing and Steve Morgan, who purchased Redco Development's 25%
stake in Northgate LLC for $5 million.  It is considered the
Company's most valuable asset.

Redco Development's current owner will continue to manage its
operations and use the balance remaining when the note is paid and
excess revenue to make annual payments until unsecured creditors
are paid in full, according to the plan.

                    Implementation of the Plan

Redco Development will collect the Northgate note and may file
legal action if necessary to collect the amount due.  The company,
however, is confident that Mr. Farthing is financially capable of
making the payment, Russ Dale, managing member of Redco
Development, said.

The company is also confident it would retain sufficient funds
from the Northgate note to pay taxes associated with the payoff of
the note.  It expects that even after deducting the funds for the
payment of taxes, it will be able to pay PremierWest, Virann, its
administrative expenses and unsecured creditors from the proceeds
of the note.

Redco Development will also continue to own and operate the McCall
Condominiums in Ashland and the Miller Building, a three-story
office building in downtown Medford.

Banks holding claims secured by the buildings will be paid from
the revenue from those properties.  Any net revenue generated from
a reduction in the interest paid to each bank will be retained for
other payments required by the restructuring plan.

Mr. Dale said that creditors entitled to vote on the restructuring
plan won't receive less than they would receive under a Chapter 7
liquidation.

"[Redco Development's] assets are not easily liquidated so there
is little prospect that a trustee in a Chapter 7 case could sell
the assets for anything close to fair market value," he said.

The Miller Building has equity but it would likely be lost in a
liquidation sale while the McCall Condominiums are currently worth
less than the debt and have not sold despite Redco Development's
efforts, according to Mr. Dale.  He also said that the note "would
be discounted severely because of collectability issues and would
likely not be sold for more than the debt secured by the note."

                About Redco Development Co., LLC

Medford, Oregon-based Redco Development Co., LLC, filed for
Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Ore.
Case No. 10-64783).  James Ray Streinz, Esq., who has an office in
Portland, Oregon, assists the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


REMY INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
corporate credit rating on automotive original equipment and
aftermarket supplier Remy International Inc.  The outlook is
stable.  At the same time, S&P assigned its 'B+' issue rating and
'4' recovery rating on the company's $300 million term loan B.

"S&P's ratings are based on S&P's assessments of Remy's business
risk profile as weak and its financial risk profile as
aggressive," said Standard & Poor's credit analyst Lawrence
Orlowski.

The rating also reflects the company's refinancing of its first-,
second-, and third-lien term loans with a new term loan B, its new
asset-backed loan facility, and its conversion of preferred stock
into common stock through a rights offering.  The refinancing
has lowered interest payments and extended maturities, and the
conversion of preferred stock into common equity has reduced debt
and increased financial flexibility.

Remy is the leading manufacturer in North America of starters and
alternators for light- and heavy-duty OE manufacturers and of
remanufactured starters and alternators for the light- and heavy-
duty vehicle aftermarket.  The aftermarket business segment made
up 44% of total revenue in 2009.

S&P sees demand in North America for light and commercial vehicles
as continuing to recover from 2009's historical lows.  In 2011,
S&P expects U.S. light-vehicle sales to increase about 15%, to
13.2 million units, and North American commercial-vehicle sales to
rise about 35%.  S&P also expects European light-vehicle sales to
fall slightly, and European commercial-vehicle sales to increase
about 27%.  Based on S&P's expectations of increasing vehicle
demand, stable growth rates in the aftermarket business, and the
refinancing, S&P expects adjusted debt to EBITDA to fall to about
3.0x at year-end 2011.

S&P believes the company's key strategies are to expand in Asia
and tap the growing hybrid-vehicle market.  S&P expects vehicle
production in China to grow by double digits over the next few
years.  The company also supplies electric motors for the hybrid-
vehicle market and has announced the signing of long-term supply
agreements with various OEMs.  Bolstering these efforts are U.S.
Dept. of Energy matching grant funds totaling $60.2 million.

The stable outlook reflects S&P's view that Remy's credit measures
are in line with the rating, given the reduction in adjusted debt
arising from the rights offering and S&P's assumption of a slow
but steady improvement in light- and commercial-vehicle demand.

To raise the rating, S&P would expect to see leverage under 3.0x
and funds from operations to debt of more than 20% on a sustained
basis.  This could occur if revenue rose at least 10% in 2011 and
gross margins were above 22%.

S&P could lower the rating if sales for light and commercial
vehicles declined because of weakening economic conditions and, as
a result, the company started to use free cash flow.  S&P could
also lower the rating if leverage moved above 4.0x, which could
occur if gross margins fell below 18.5% and sales growth was flat
with 2010 levels.


RIVER ROAD: Lenders Fine-Tune Chapter 11 Plan
---------------------------------------------
Lenders Amalgamated Bank and U.S. Bank National Association
delivered a third amended version of a proposed joint Chapter 11
plan, along with an explanatory disclosure statement, for River
Road Hotel Partners LLC and its debtor-affiliates.

The primary elements of the Plan are:

   * all distributions to Creditors will be made either (i) from
     the proceeds of those Creditors' own collateral or (ii) from
     Cash contributed by the Lenders to make distributions to
     those Creditors, plus a share of proceeds of those Avoidance
     Actions that are transferred to a Liquidating Trustee.

   * similar Classes of Creditors are treated the same regardless
     of whether they are creditors of Hotel Partners, Expansion
     Partners or Restaurant Pads.  For example, all Class 5
     General Unsecured Creditors whose Claims are Allowed will
     receive the same treatment, regardless of which Debtor their
     Claims are against.

Under the Plan, among other things, holders of general unsecured
class are estimated to aggregate between $6,155,910 and
$7,238,617.  The lenders will contribute $725,000 of their cash
collateral to create an estimated recovery for Class 5 Creditors
of approximately 10%.  In addition, creditors will receive their
pro rata share of any net proceeds of those avoidance actions that
are brought by the liquidating trustee under the Plan.

In addition, the lenders' deficiency claims will receive the
following treatment:

   * The Lenders will waive any Distribution under the Plan from
     the Debtors on account of their Deficiency Claims.  Thus,
     their recovery under the Plan for these claims will be zero.
     The Lenders may receive some return on their Deficiency
     Claims at a later date, however, if and when the Plan
     Transferee eventually sells the Hotel and the related real
     property and assets.

  *  The Lenders will retain the right to vote their Deficiency
     Claims for the Plan.

All equity interests and ownership interests in the Debtors
will be extinguished under the Plan, and they will receive no
distributions.

A full-text copy of the red-lined version of the Third Amended
Chapter 11 plan is available for free at
http://ResearchArchives.com/t/s?7580

A full-text copy of the red-lined version of the Third Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?757f

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.


RIVERGATE APARTMENT: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rivergate Apartment Townhomes, LLC
        3369 Joel Street
        Hokes Bluff, AL 35903

Bankruptcy Case No.: 11-40777

Chapter 11 Petition Date: March 24, 2011

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

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

Scheduled Assets: $1,445,575

Scheduled Debts: $1,311,903

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-40777.pdf

The petition was signed by Drew Gazaway, manager.


ROCHELLE HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rochelle Holdings IV, LLC
        dba Creston Farms, LLC
        3503 and 3703 N. Orange Blossom Trail
        Zellwood, FL 32798

Bankruptcy Case No.: 11-04048

Chapter 11 Petition Date: March 24, 2011

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

Debtor's Counsel: Stanley J. Galewski, Esq.
                  GALEWSKI LAW GROUP PA
                  1112 E. Kennedy Boulevard
                  Tampa, FL 33602
                  Tel: (813) 222-8210
                  Fax: (813) 222-8211
                  E-mail: stan@galewski.com

Scheduled Assets: $1,500,000

Scheduled Debts: $9,068,084

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-04048.pdf

The petition was signed by Steve Rasabi.


ROLL SEVERIN: SpareBank 1 SMN Acquires Polaris Media ASA Shares
---------------------------------------------------------------
The bankruptcy estate of Roll Severin Co AS has transferred
9,198,684 shares of Polaris Media ASA to the secured party
SpareBank 1 SMN at NOK27 per share, in an amount totaling
NOK248.4 million.

This brings SpareBank 1 SMN's holding in Polaris Media ASA to
11,464,508 shares, corresponding to 23.4% of the company's total
stock.  Roll Severin Co AS now holds no shares of Polaris Media
ASA.

Contact persons at SpareBank 1 SMN:


          Kjell Fordal
          Executive Vice President, Finance
          Tel: (47) 905-41672

          Rune Malvik
          Group Executive Manager
          Tel: (47) 911-40126

Contact person at Roll Severin Co AS:

           Nils Hakon Risberg
           Attorney-at-Law
           Bankruptcy administrator
           Tel: (47) 995-94840


SAGUARO RANCH: Faces May 27 Foreclosure Action
----------------------------------------------
Dale Quinn at the Arizona Daily Star reports that Saguaro Ranch,
the luxury development nestled in the Tortolita Mountains
northwest of Tucson, is now facing foreclosure despite filing for
bankruptcy protection.

According to the report, Pima County Recorder's Office said the
developers, led by Stephen Phinny, have defaulted on $50 million
in loans.  The property near West Moore and North Thornydale roads
is scheduled for auction May 27, 2011.  The borrowers on the loan,
which was recorded in December of 2005, are listed on the
documents as Saguaro Ranch Investments LLC and Saguaro Ranch
Development Corp.

Mr. Quinn says that in February, U.S. Bankruptcy Judge Eileen W.
Hollowell lifted the stay that was keeping creditors Kennedy
Funding Inc. and Anglo-American Financial LLC from moving forward
with the foreclosure.

The development's bankruptcy attorney, Eric Slocum Sparks, said he
filed a third amended plan -- which made changes requested by the
judge -- for the development to come out of bankruptcy.  If
approved, it will moot the sale.

Several Saguaro Ranch development companies filed for Chapter 11
bankruptcy protection in February 2009.

Stephen Daniel Phinny himself sought Chapter 11 protection (Bankr.
D. Ariz. Case No. 09-04669) on March 13, 2009.  Eric Slocum
Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Arizona,
represents Mr. Phinny in the Chapter 11 case.  Mr. Phinny
disclosed $56,740,592 in assets and $36,666,296 in liabilities as
of the Chapter 11 filing.


SARGENT RANCH: Douglas Wilson Named as Off-Panel Trustee
--------------------------------------------------------
Douglas Wilson, owner of Douglas Wilson Companies (DWC), has been
appointed off-panel trustee on GCIC Development Corp. in Oklahoma
and the 6,500-acre Sargent Ranch in the San Francisco Bay Area.

GCIC Development Corporation's portfolio includes a variety of
commercial and hospitality properties throughout the Southwest.
The Sargent Ranch project comprises 6,500 acres of primarily
pristine farmland in the town of Gilroy, Calif. There is more than
$90 million in debt on the property.

The assignment of Douglas Wilson as off-panel trustee by the
United States Trustee reflects the extraordinary nature of these
two bankruptcies.

"These are uniquely complex assignments," said Wilson, whose firm
has provided problem resolution services for over 600 projects
since 1989. "Both involve big, complicated assets with tremendous
upside opportunities."

Based in San Diego, Calif., Douglas Wilson Companies operates four
offices around the United States, including Washington, D.C., Las
Vegas and San Francisco. To date, the company has provided problem
resolution for assets valued in excess of $12 billion.

                   About Douglas Wilson Companies

Founded in 1989, Douglas Wilson Companies --
http://www.douglaswilson.com-- provides a wide range of
specialized business and real estate services to law firms, state
and federal courts, corporations, partnerships, pension funds,
REITS, financial institutions and property owners nationwide.
Services include workout and problem resolution, forensic
accounting and litigation support, joint venture investments and
development, small business support, brokerage, asset management,
crisis/force majeure response, entitlement and construction
management.

                      About Sargent Ranch, LLC

La Jolla, California-based Sargent Ranch, LLC, a California
Limited Liability Company, filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Calif. Case No.
10-00046).  John L. Smaha, Esq., at Smaha Law Group, APC, assists
the Company in its restructuring effort.  The Company estimated
its assets at $500 million to $1 billion and debts $50 million to
$100 million.  The U.S. Trustee has been unable to form an
official creditors committee in the case.


SCANCELLI PRINTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Scancelli Prints, Inc.
        1900 Van Winkle Street
        East Rutherford, NJ 07073

Bankruptcy Case No.: 11-18856

Chapter 11 Petition Date: March 24, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Eric R. Perkins, Esq.
                  MCELROY, DEUTSCH, MULVANEY & CARPENTER
                  40 West Ridgewood Ave
                  Ridgewood, NJ 07450
                  Tel: (201) 445-6722
                  Fax: (201) 445-5376
                  E-mail: eperkins@mdmc-law.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kerop Ozanian, president.


SHUBH HOTELS PITTSBURGH: Withdraws Reorganization Plan
------------------------------------------------------
Shubh Hotels Pittsburgh, LLC, through Pittburg Grand, LLC, filed a
notice of withdrawal of First Amended Joint Plan of Reorganization
dated Dec. 28, 2010.

The U.S. Bankruptcy Court for the Western District of Pennsylvania
cancelled the March 29 hearing to consider adequacy of the
Disclosure Statement.

As reported in the Troubled Company Reporter on March 22,
attorneys for Hilton Worldwide Inc., and about 200 other
businesses with unsecured claims against hotel owner raised issues
with the Debtor's Chapter 11 reorganization plan that earmarks
$650,000 for them to share.  The businesses list more than $30
million in combined claims.

Hilton claims it is owed $4.7 million in royalties and other fees
related to the abrupt end of its franchise license for
Pittsburgh's largest hotel -- but a bankruptcy settlement might
pay the hospitality chain a fraction of that amount.  Creditors
were to be paid in full for court-allowed claims under earlier
proposals, but under the latest plan, 80% of those owed money
would recover "pennies on the dollar," attorney John Steiner, who
represents an official committee of unsecured creditors, told U.S.
Bankruptcy Judge Jeffery Deller.  Mr. Steiner and other attorneys
said the disagreements could be worked out in coming weeks.

                  About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the City of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated
September 1, 2010.  The Debtor filed for Chapter 11 bankruptcy
protection on September 7, 2010 (Bankr. W.D. Pa. Case No.
10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and
attorneys at Rudov & Stein, P.C., serve as co-counsel.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.

The Court appointed James R. Walsh as Chapter 11 trustee.  The
Official Committee of Unsecured Creditors is represented by Leech
Tishman Fuscaldo & Lampl LLC and the The Law Office of Christopher
A. Boyer.


SIGNATURE RENTALS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Signature Rentals LLC, a Limited Liability Company
        1293 Norwich Road
        Plainfield, CT 06374

Bankruptcy Case No.: 11-20795

Chapter 11 Petition Date: March 24, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Anthony S. Novak, Esq.
                  LOBO & NOVAK, LLP
                  280 Adams Street
                  Manchester, CT 06042-1975
                  Tel: (860) 645-0006
                  Fax: (860) 645-1110
                  E-mail: AnthonySNovak@aol.com

Scheduled Assets: $1,261,000

Scheduled Debts: $1,254,265

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-20795.pdf

The petition was signed by Stephen Bourdeau, sole member.


SOCIETY OF JESUS: Makes Settlement for Chapter 11 Plan
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the Society of Jesus, Oregon Province announced March 25 that it
reached an agreement with abuse claimants.  A trust will be
created for 524 claimants with $48.1 million contributed by the
Jesuits and $118 million from one insurance company.  Lawsuits can
be prosecuted against other insurance companies, the e-mailed
statement from the creditors' committee said.

Definitive documents still must be prepared, James Stang, Esq.,
said in an interview with Bloomberg.  Mr. Stang, from Pachulski
Stang Ziehl & Jones LLP, represents the official creditors'
committee.  The committee supports the plan.

The settlement, Mr. Rochelle notes, won't release claims against
other Jesuit organizations, Seattle University, Gonzaga University
and Jesuit schools within the Oregon Province.

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 09-30938) on Feb. 17, 2009.
Alex I Poust, Esq., Howard M. Levine, Esq., and Thomas W. Stilley,
Esq., at Sussman Shank LLP, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed total assets at
$4,820,386 and total debts at $61,775,829 at the Petition Date.


SPROUTS FARMERS: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B+' corporate credit rating to Phoenix-based Sprouts
Farmers Markets Holdings LLC.  The outlook is stable.

At the same time, S&P assigned its preliminary 'B+' bank loan
rating and preliminary '4' recovery rating to Sprouts' proposed
$370 million senior secured credit facility comprised of a
$60 million revolving credit facility due 2016 and a $310 million
term loan due 2018.

The company intends to use the proceeds from the term loan, along
with equity contribution from Apollo Management, to fund the
purchase of Henry's Farmer Market and acquire a majority interest
in Sprouts Farmers Markets LLC.

"The ratings reflect S&P's expectations that Sprouts' continued
store expansion and niche position in the natural and organic
segment of the grocery industry will result in healthy sales and
cash flow," said Standard & Poor's credit analyst Charles Pinson-
Rose, "resulting in modest enhancement of credit protection
measures over the intermediate term."


STATION CASINOS: Has Deal to Transfer Green Valley to Fertittas
---------------------------------------------------------------
Debtors Station Casinos, Inc., and GV Ranch Station, Inc., seek
authority from Judge Gregg Zive of the U.S. Bankruptcy Court for
the District of Nevada to enter into a series of transactions that
will transfer the ownership of Green Valley Ranch Resort, Spa &
Casino to a group led by the Fertitta family.

Station Casinos LLC, the entity formed to acquire most of the
properties and assets previously owned by debtor-in-possession
Station Casinos, Inc., reached an agreement with Green Valley
Ranch Gaming LLC to purchase all of the assets of Green Valley
Ranch Resort for $500 million through a prepackaged plan of
reorganization.  The GVR Plan, according to a Company statement,
will result in Green Valley Ranch Resort becoming a wholly owned
subsidiary of New Station.  More than 90% of the dollar amount and
a majority of the holders of the first lien debt of Green Valley
have agreed to support the GVR Plan.

Green Valley is a joint venture owned in equal shares by GV Ranch
and GCR Gaming, and GV Ranch is a wholly owned subsidiary of SCI.
GCR Gaming is a non-debtor owned by affiliates of the Greenspun
family of Las Vegas, Nevada.  Green Valley is managed by GV Ranch
pursuant to the terms of the Operating Agreement among Green
Valley, GV Ranch and GCR Gaming dated as of March 10, 2000.

Financing for the purchase will include a new credit facility.
Fertitta Entertainment will manage Green Valley Ranch Resort under
a long-term management agreement and all of the existing employees
at the property will be retained, the Company said.

"We are pleased to have reached agreement with the first lien
lenders to acquire Green Valley Ranch Resort," said Frank Fertitta
III, chairman and chief executive officer of Fertitta
Entertainment.  "This transaction will allow us to keep Green
Valley Ranch Resort in the Station Casinos' family, retain all of
our team members, and continue to serve our loyal guests, all of
which are very important to us," continued Mr. Fertitta.

New Station anticipates that the GVR Plan will be filed with the
Court in April and, subject to regulatory approvals, the
bankruptcy will be concluded by the end of the second quarter of
2011.

In line with the acquisition of the resort project, the Debtors
ask the Court to approve a stipulation providing for:

  -- rejection and termination of a licensing and support
     agreement, dated March 10, 2000, Green Valley entered into
     with SCI and GV Ranch, which governed Green Valley's use of
     certain trademarks and other intellectual property owned by
     SCI;

  -- amendment of the March 10, 2000 Operating Agreement, which
     designated GV Ranch as manager of hotel and casino
     operations for the Hotel;

  -- management services upon transfer of operations and assets
     of Green Valley Ranch Hotel and Casino; and

  -- compromise of dispute over use of trade name, between
     SCI, GV Ranch, GCR Gaming LLC and Green Valley Ranch
     Gaming LLC.

The Debtors also ask the Court to approve a Transition Services
Agreement, among SCI, Green Valley, and Fertitta Entertainment
LLC.

The Green Valley Stipulation provides, inter alia, resolution for
several issues that have arisen between the parties relating to
the ongoing management of the hotel known as the Green Valley
Ranch Resort and Spa, the use of the Hotel's trade name, as well
as the current status of various agreements among the parties
relating to the Hotel's operation.  The Transition Services
Agreement outlines the terms by which (i) SCI will directly
provide to Green Valley Hotel management services previously
provided through GV Ranch, and (ii) SCI will transfer to Green
Valley certain assets of SCI that are used exclusively at the
Hotel at an agreed upon or judicially determined cash purchase
price.

Pursuant to the Operating Agreement, GV Ranch is entitled to
compensation in consideration of the management services provided
to the Hotel by GV Ranch and SCI.  The Management Fee is
subordinate to the secured term loans issued under Green Valley's
credit agreements, pursuant to the terms of subordination
agreements among the administrative agents designated under Green
Valley's credit agreements, GV Ranch and GCR Gaming.

As of September 2009, Green Valley ceased paying the Management
Fee and certain expense reimbursements to GV Ranch, Paul Aronzon,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles,
California, tells the Court.  He reveals that the accrued and
unpaid Management Fees equal $6,305,443 as of August 31, 2010, and
continue to accrue.

In light of the ongoing non-payment of the Management Fee to GV
Ranch, SCI and GV Ranch have advised Green Valley that unless a
satisfactory resolution can be negotiated, SCI and GV Ranch may
reject and terminate the License Agreement, the Subordination
Agreements, and GV Ranch's obligations to Green Valley under the
Operating Agreement, Mr. Aronzon avers.  He contends that it
remains undisputed that an uncontrolled or non-negotiated
rejection of the Operating Contracts by SCI or GV Ranch would
cause significant harm to Green Valley and result in rejection
damages claims in the Debtors' Chapter 11 Cases in favor of Green
Valley.

According to Mr. Aronzon, the effects of the Green Valley
Stipulation and Transition Services Agreement are:

  -- Green Valley will be obligated directly to SCI for
     management fees in respect the SCI Management Services as
     specified in the Transition Services Agreement.  Until the
     Green Valley Bankruptcy Case is commenced, the management
     fees will accrue in accordance with the Subordination
     Agreements.  Once Green Valley Bankruptcy Case has
     commenced, Green Valley will be required to assume the
     Transition Services Agreement and Green Valley will pay
     management fees due for periods from and after the
     commencement date of Green Valley Bankruptcy Case in cash
     as specified in the Transition Services Agreement.

  -- SCI will provide SCI Management Services to Green Valley up
     to, at the latest, the effective date of SCI's Plan of
     Reorganization.

  -- The Transition Services Agreement provides for a transition
     of the SCI Management Services from SCI to Station Casinos
     LLC as successor manager upon the Effective Date, assuring
     that SCI will only be contractually liable for management
     obligations during the period in which it is able to
     legally provide them.

  -- Green Valley will provide in any sale of the Hotel or any
     plan of reorganization relating to its assets that the
     successor owner of the Hotel will pay a license fee to GCR
     Gaming for a 20-year, exclusive, irrevocable and assignable
     license to use the name "Green Valley Ranch" in connection
     with the Hotel.  The fee will equal 0.30% of quarterly
     "Gross Revenues" of the Hotel, as the term is defined in
     the Operating Agreement.

  -- SCI will sell to Green Valley for fair consideration
     mutually agreed by the parties or determined by the Court,
     certain personal property specified in the Transition
     Services Agreement that is owned by SCI or GV Ranch and
     that is used exclusively in connection with the Hotel.

  -- SCI and GV Ranch agree to reject the License Agreement
     under the Chapter 11 Cases.

  -- The Operating Contracts are amended to effectuate the terms
     of the Green Valley Stipulation and Transition Services
     Agreement.

  -- SCI and GV Ranch will each have a liquidated, undisputed,
     non-contingent general unsecured claim in Green Valley's
     Chapter 11 case, equal to the Unpaid Manager Fees, the
     Deferred Management Fees, and the unpaid Owner's Expenses.

  -- Green Valley will have a liquidated, undisputed, non-
     contingent general unsecured prepetition claim against SCI
     and GV Ranch equal to the sum of its actual damages
     according to proof, as mitigated by the provision of post-
     rejection transition services by SCI.

The sale for cash by SCI or GV Ranch to Green Valley of certain
assets used only at the Hotel is reasonable and in the best
interest of SCI and GV Ranch and will facilitate the ability of
Green Valley to consummate the sale of all of its assets, Mr.
Aronzon contends.  He asserts that the sale under the Transition
Services Agreement is a sale to Green Valley and includes only
specified assets used exclusively at the Hotel and will take place
in consideration of mutually agreed fair value consideration, or
fair value consideration determined by the Court on application of
the parties to the Transition Services Agreement.

Mr. Aronzon also argues that the Green Valley Stipulation provides
a reasonable means of resolving issues among the parties that, if
left unresolved, would likely result in an uncontrolled or non-
negotiated rejection of the Operating Contracts by SCI and GV
Ranch.  He points out that an uncontrolled or non-negotiated
rejection of the Operating Contracts would pose significant harm
to Green Valley and would likely yield rejection damage claims
against the Debtors.

In his declaration supporting the request, Thomas Friel, SCI's
executive vice president, chief accounting officer, and treasurer,
relates that the parties recognize that the monetary and time
costs involved in litigating any of the issues resolved by the
Green Valley Stipulation would far exceed the potential benefits
thereof, and would necessarily interrupt the Debtors' and Green
Valley's reorganization efforts.  Rather than risk expensive,
lengthy litigation or the dramatic unrest that would stem from an
abrupt contract rejection, the parties have chosen to compromise
to most efficiently move forward together, he adds.

The Court will convene a hearing on April 11, 2011, to consider
the request.  Objections are due on March 29.

                        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)


STATION CASINOS: PropCo to Turn Over $12.5MM to Mortgage Lenders
----------------------------------------------------------------
Debtor FCP PropCo LLC asks the Bankruptcy Court to approve an
agreement for the turnover over of cash collateral amounting to
$12,500,000 it held in accordance with the terms a stipulation
entered into between Propco and mortgage lenders German American
Capital Corporation and JPMorgan Chase Bank, N.A.

On September 8, 2009, the Court entered the Propco Cash Collateral
Order that, in part, authorized Propco's use of the Mortgage
Lenders' cash collateral.  Pursuant to the stipulation approved by
the Propco Cash Collateral Order, GACC, as collateral agent for
the Mortgage Lenders, has valid, perfected, and unavoidable first
priority liens upon and security interests in the Cash Collateral.

With respect to Propco, the plan of reorganization of Station
Casinos Inc. provides that, on the effective date of the SCI Plan,
the Mortgage Lenders will receive, among other things, the rights
to all New Propco Transferred Assets, including the rights to all
of the Cash Collateral, on account of their Allowed Class P.2
Claim.  The SCI Plan incorporates the terms of the Stalking Horse
APA, by which the Mortgage Lenders, along with Fertitta Gaming
LLC, now known as Fertitta Entertainment LLC, jointly submitted
the Stalking Horse Bid for certain of SCI's non-Propco assets
through a newly created entity, the "SCI Purchaser."

As of Dec. 31, 2010, Propco was holding approximately $187.7
million of Cash Collateral, Dennis B. Arnold, Esq., at Gibson,
Dunn & Crutcher LLP, in Los Angeles, California --
darnold@gibsondunn.com -- tells Judge Zive.  He notes that a newly
created entity, the GVR Purchaser, which is an affiliate of the
SCI Purchaser, made a bid for the assets of Green Valley Ranch
Gaming LLC, a joint venture between an affiliate of SCI, and
affiliates of the Greenspun family.  Green Valley has determined
to sell its assets to the GVR Purchaser pursuant to that certain
Asset Purchase Agreement, dated as of March 9, 2011, between Green
Valley and the GVR Purchaser.  The GVR APA will be implemented
through the terms of a prepackaged plan for Green Valley that
Green Valley intends to file with the Court.

Pursuant to the terms of an Escrow Deposit Commitment Letter dated
as of March 10, 2011, between the Mortgage Lenders and Green
Valley, the Mortgage Lenders have agreed to use their reasonable
best efforts to seek Court approval of the transfer of $12,500,000
of Cash Collateral to the Escrow Agent as their share of the
deposit required under the GVR APA.  The Escrow Agent has entered
into an Escrow Agreement, dated as of March 9, 2011, with Green
Valley, Fertitta Entertainment LLC and the Mortgage Lenders.

Mr. Aronzon reveals that the Mortgage Lenders have made a demand
of Propco for the turnover of the $12,500,000 of Cash Collateral
to the Escrow Agent as the designee of the Mortgage Lenders.  He
says that the Mortgage Lenders will use the funds as the deposit
required under the Deposit Commitment Letter.

Propco consents to the turnover demand, in accordance with the
terms of the Stipulation, based on terms of the SCI Plan and
Stipulation with the Mortgage Lenders that, (i) upon the
occurrence of the Effective Date of the SCI Plan, the Mortgage
Lenders will receive the rights to all New Propco Transferred
Assets, including the rights to all of the Cash Collateral, and
(ii) if, in the remote possibility, the SCI Plan does not become
effective and the Effective Date does not occur, the turnover of
$12,500,000 of Cash Collateral to the Mortgage Lenders will be
deemed an adequate protection payment to the Mortgage Lenders that
will be applied to and reduce the amount Propco owes to the
Mortgage Lenders under the Prepetition Mortgage Loan Agreement as
required by applicable law.

Propco, therefore, seeks the Court's approval of the Stipulation
for the turnover $12,500,000 of Cash Collateral to the Mortgage
Lenders.

In his declaration supporting the request, Richard J. Haskins
tells Judge Zive that there was unanimous consent of the board of
directors of Propco, that is between him and the two independent
directors of Propco, Robert Kors and Robert J. White, to support
and authorize Propco to enter into the Stipulation and to seek
approval for the turnover of $12,500,000 of Cash Collateral.

Mr. Haskins currently serves as SCI's executive vice president,
general counsel and secretary.

A hearing will be held on May 25, 2011, to consider the request.
Objections are due on May 11.

                        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)


STATION CASINOS: Wins Ruling of Zero Income Tax Liability
---------------------------------------------------------
The Bankruptcy Court granted Station Casinos Inc. and its units'
request for determination that that they have no federal tax
liability arising as a consequence of the consummation of their
confirmed Plan of Reorganization and the related approved
Restructuring Transactions.  Judge Zive denied the United States
Government's move to dismiss the Determination Motion.

"Based upon the uncontested facts submitted in support of the
Section 505 Motion, the Court concludes that no administrative tax
claim(s) against the Debtors for income tax will result from or
arise out of the implementation of the SCI Plan, the Stalking
Horse APA or the other Restructuring Transactions contemplated
thereby," Judge Zive explained in his Findings of Facts and
Conclusions of Law.  Therefore, he said, neither the Debtors nor
the Plan Administrator will be obligated to establish the Tax
Claims Reserve.

Judge Zive maintained that nothing in the Order modifies in any
way the SCI Plan, the Court's order confirming the SCI Plan, or
the related findings of fact regarding the confirmation, including
the Court's determination that:

  (a) the transfer of New Opco Acquired Assets and the New
      Propco Acquired Assets under the SCI Plan will be free and
      clear of all Liens, Claims, Equity Interests, Liabilities
      and other interests, other than as expressly assumed under
      the Stalking Horse APA and as expressly provided under the
      SCI Plan; and

  (b) neither the Purchaser nor any other party will have any
      successor or transferee liability of any kind or nature
      arising or resulting from or relating to the transactions
      contemplated under the SCI Plan.

A full-text copy of Judge Zive's Findings of Facts is available
for free at:

   http://bankrupt.com/misc/SCI_FindingsOfFacts_03242011.pdf

Prior to the entry of the order, the Debtors replied to the
Government's opposition to their Proposed Findings and Proposed
Order.  The Debtors argued that the Government was asking the
Court to reverse its rulings that (i) tax liabilities arising from
implementation of the SCI Plan do not constitute administrative
expense claims against the Debtors, and (ii) no administrative tax
claims against the Debtors for income tax will result from the
implementation of the SCI Plan.

                        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)


SUMMIT BUSINESS: Court Fixes April 29, 2011 Claims Bar Date
-----------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has established April 29, 2011, at 5:00 p.m., as the
deadline by which all persons and entities must file proofs of
claim, other than certain exempt parties against Summit Media
Business Media Holding Company, and its Debtor affiliates,
including requests for payment under Section 503(b)(9) of the
Bankruptcy Code.

The Court has also fixed July 25, 2011, at 5:00 p.m., as the
deadline by which all governmental units must file proofs of claim
against the Debtors.

                   About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed Smith
LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at
Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT BUSINESS: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Summit Business Media Intermediate Holding Company LLC and The
National Underwriter Company have separately filed with the U.S.
Bankruptcy Court for the District of Delaware their schedules of
assets and liabilities, disclosing:

A. Summit Business Media Intermediate Holding Company, LLC

Name of Schedule                          Assets     Liabilities
----------------                          ------     -----------
A. Real Property
B. Personal Property
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims                 $243,842,563
E. Creditors Holding Unsecured
   Priority Claims
F. Creditors Holding Unsecured
   Non-priority Claims
                                      -----------    -----------
                 TOTAL                          -   $243,842,563

B. The National Underwriter Company

Name of Schedule                          Assets     Liabilities
----------------                          ------     -----------
A. Real Property
B. Personal Property                  $99,714,225
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims                 $244,319,690
E. Creditors Holding Unsecured
   Priority Claims
F. Creditors Holding Unsecured
   Non-priority Claims                                $1,975,885
                                      -----------    -----------
                 TOTAL                $99,714,225   $246,295,576

                   About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed Smith
LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at
Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT BUSINESS: Gets Final Okay to Obtain $5-Mil. DIP Financing
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware allowed, on a final basis, Summit Business
Media Holding Company and its debtor affiliates to obtain a $5
million secured, postpetition DIP credit facility.

A copy of the DIP financing agreement among the Debtors, Bank of
Montreal, Chicago Branch, as agent, and postpetition lender, and
certain lender institutions, is available for free at:

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

The Court noted that the ability of the Debtors to continue their
business and reorganize or sell their assets under Chapter 11 of
the Bankruptcy Code depends on the Debtors obtaining the DIP
financing and using the cash collateral of prepetition lenders.

The Existing First Lien Secured Parties and the Existing Second
Lien Lenders have consented to the priming of the Prepetition
Liens by the Postpetition Liens.  The Existing First Lien Secured
Parties and the Existing Second Lien Lenders are granted adequate
protection in exchange for the consent.

As collateral securing the full satisfaction of the Postpetition
Obligations, the DIP Lenders are granted:

   -- first lien on unencumbered property,
   -- liens junior to perfected, prepetition liens,
   -- liens senior to all liens,
   -- liens senior to certain other liens,
   -- superpriority claims.

All liens are subject to a Carve-Out, which is defined as the
unpaid fees of the Clerk of the Bankruptcy Court and the U.S.
Trustee, and the budgeted and unpaid professional fees and
expenses.

                 About Summit Business Media

New York-based Summit Business Media Holding Company
-- http://www.summitbusinessmedia.com/-- is a business-to-
business publisher and event organizer serving the insurance,
investment advisory, professional services and mining investment
markets.  Summit employs nearly 400 employees in ten offices
across the United States.  The Company was formed through seven
acquisitions since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUN KING: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sun King Apartments, Inc.
        13315 NE 6th Avenue
        Miami, FL 33161

Bankruptcy Case No.: 11-17844

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Michael L. Schuster, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 SE 2 St. 44th Flr.
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  E-mail: mschuster@gjb-law.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-17844.pdf

The petition was signed by Shlomo Chelminsky, president.


T3 MOTION: To Deliver Presentation Materials to Chardan Capital
---------------------------------------------------------------
T3 Motion, Inc., intends to deliver presentation materials to
registered representatives of Chardan Capital Markets and other
prospective selling group members.  A copy of the presentation
materials used in connection with the presentation is available
for free at http://is.gd/hmbb5i

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$3.81 million in total assets, $16.56 million in total
liabilities, and a stockholders' deficit of $12.75 million.  At
Sept. 30, 2010, the Company has an accumulated deficit of
$40.41 million, a working capital deficit of $14.32 million and a
cash balance of $40,966.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred
significant operating losses and had negative cash flows from
operations since inception and at Dec. 31, 2009, has a working
capital deficit of $11.01 million and an accumulated deficit of
$33.06 million.


TASTY BAKING: Delays Filing of Form 10-K Due to Liquidity Issues
----------------------------------------------------------------
The management of Tasty Baking Company has determined that the
Company is unable to file within the prescribed time period,
without unreasonable effort and expense, its Annual Report on Form
10-K for the period ended Dec. 25, 2010, because management needs
additional time to finalize its financial statements and related
disclosures while it simultaneously pursues various strategic and
financial options to address the liquidity issues facing the
Company.

On Jan. 5, 2011, the Company announced that it obtained initial
two-week waiver agreements from several of its creditors, which
waived certain payments that were due and certain financial
covenant requirements.  These waiver agreements were necessary
because the Company was experiencing extremely tight liquidity due
to (i) certain production difficulties during the optimization of
its new Philadelphia bakery that caused the Company to not achieve
the expected operational cash savings from this bakery during the
fourth quarter of 2010; (ii) the impact of the recent bankruptcy
filing by The Great Atlantic & Pacific Tea Company, Inc.; and
(iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain of the
Company's creditors, as follows: (i) a Seventh Amendment to the
Company's Bank Credit Facility; (ii) a Forbearance and Amendment
Agreement with the PIDC Local Development Corporation, which also
included a new $2 million loan from PIDC; (iii) a letter agreement
with the Machinery and Equipment Fund of the Department of
Community and Economic Development of the Commonwealth of
Pennsylvania, along with a new $1 million loan from MELF; and (iv)
a letter agreement with the Company's landlords at the
Philadelphia Navy Yard for its bakery and offices.  Also on
Jan. 14, 2011, the Company issued $3.5 million of unsecured 12%
promissory notes due Dec. 31, 2011 to a group of accredited
investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process (pursuant to an
agreed upon timeline with milestones) to consummate a sale of the
Company before June 30, 2011 in an amount sufficient to pay all
obligations of the Company under the Bank Credit Facility and all
transaction costs.

As a result of the requirements of the Creditor Amendments, the
Company has initiated the process to consummate a sale of the
Company, as well as an evaluation of other possible strategic and
financial options.  The Company has limited internal resources who
are devoting significant efforts toward meeting these
requirements, which has impacted their ability to finalize the
Company's financial statements and related disclosures.
Accordingly, management is unable to complete its Annual Report on
Form 10-K for the year end Dec. 25, 2010 in the time prescribed
without unreasonable effort and expense.

The Company intends to file its Form 10-K within the 15-day
extension period afforded by SEC Rule 12b-25 under the Securities
Exchange Act of 1934, as amended.  The Company anticipates that
the Company's Form 10-K for fiscal year ended Dec. 25, 2010, will
include an explanatory paragraph from the Company's independent
registered public accounting firm expressing substantial doubt
about the Company's ability to continue as a going concern.

                          About Tasty Baking

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia,
Pennsylvania, is one of the country's leading bakers of snack
cakes, pies, cookies, and donuts with manufacturing facilities in
Philadelphia and Oxford, Pennsylvania.  Tasty Baking Company
offers more than 100 products under the Tastykake brand name.

As of September 25, 2010, the Company had $185,504,000 in total
assets and $169,743,000 in total liabilities.



THORNBURGH RESORT: Loyal Land Wants to Proceed With Foreclosure
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a dispute over 2,000 acres
of untouched Oregon woodlands has spilled over into bankruptcy
court, as a real-estate developer who envisioned a "destination
resort" with hundreds of homes designed around three golf courses
fights off lenders who want to take over the property.  Mortgage
holder Loyal Land LLC has asked an Oregon bankruptcy judge for
permission to continue foreclosing on the property -- an effort
that came to an abrupt halt when developer Thornburgh Resort Co.
filed for Chapter 11 bankruptcy protection earlier this month.
The company's request to reorganize on March 11 came just 68
minutes before lenders were scheduled to take back the property
through foreclosure proceedings, according to court documents
filed by Loyal Land.

Based in Bend, Oregon, Thornburgh Resort Company LLC filed for
Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 11-
31897) on March 11, 2011.  Judge Trish M. Brown presides over the
case. Gary U. Scharff, Esq., Law Office of Gary Underwood Scharff,
represents the Debtor.  The Debtor estimated assets of between
$1 million and $10 million, and debts of between $10 million and
$50 million.


THREE LOS AMIGOS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Three Los Amigos, LLC
        7 Commerce Center
        Henderson, NV 89014

Bankruptcy Case No.: 11-14339

Chapter 11 Petition Date: March 26, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $1,949,118

Scheduled Debts: $4,352,637

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-14339.pdf

The petition was signed by Francis Howard, member.


TORTILLA, INC: Creditors Oust 5 Family Members From Garduno's
-------------------------------------------------------------
American Consumer News LLC reports that five family members of the
Garduno's chain of restaurants have been fired by the creditors
who are now running the Company.

According to the report, the chief operating officer for Gardunos
said that the decision was necessary in order to keep the chain
running.  The corporate offices were also moved and downsized.
Since then, a bankruptcy trustee team has been put in charge of
running the company.  They say that family members who were
working at the corporate office after the bankruptcy were causing
too much financial strain and had to be let go.

Garduno's Restaurant -- http://www.gardunosrestaurants.com/--
operates a chain of restaurants.

Tortilla, Inc., doing business as Garduno's of Mexico, and parent
of Garduno's Restaurant, filed a Chapter 11 petition (Bankr. D.
New Mexico Case No. 10-10966) on March 1, 2010.  Daniel J. Behles,
Esq., at Cuddy & McCarthy, LLP, in Albuquerque, New Mexico, serves
as counsel to the Debtor.  The Debtor estimated assets and debts
of $1,000,001 to $10,000,000 as of the Chapter 11 filing.


TRIBUNE CO: Judge Carey Weighs Naming Trustee in Chapter 11 Case
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware says he is weighing the possibility of naming a
trustee to oversee the Chapter 11 cases of Tribune Company and its
debtor affiliates.

The judge urged warring creditors to settle their court battle or
face the possibility he will appoint a trustee to reorganize the
Debtors, Steven Church at Bloomberg News said on March 18.

According to Bloomberg, Judge Carey told lawyers that should
neither plan proposal -- one from the Debtors and one from a group
of noteholders -- satisfy him, he will consider appointing a
Chapter 11 Trustee to oversee the company.  "I leave you with my
encouragement to continue to have discussions," Bloomberg quoted
Judge Carey as saying.

Judge Carey, however, told lawyers that appointment of a trustee
would further delay the Debtors' emergence from bankruptcy, Sean
Kelly of Courthouse News Service reported.  "It's not something
I'm anxious to undertake, but I think I have to be more proactive
in drawing us to some kind of conclusion," Judge Carey said in
court, the report related.

                   Plan Trial to Resume April 11

The plan confirmation trial on the plans of reorganization for the
Debtors will resume on April 11, according to Bloomberg.  The
warring groups will present more witnesses for and against the two
plans, the report said.

During trial, Tribune's co-president, Eddy Hartenstein, said the
Noteholder Plan will "scare away" potential business partners,
Bloomberg said.  The Noteholder Plan would put as much as 65% of
Tribune stock in a trust overseen by a court until a lawsuit
related to the Company's 2007 leveraged buyout was resolved, the
report noted.

Mr. Hartenstein also said the bankruptcy has prevented Tribune
from keeping up with the rest of the publishing industry by
consolidating operations, and has prevented the Company from
effectively pursuing new ventures with potential media partners,
Matthew Fleischer at mediabistro.com related.

The two groups of plan proponents presented witnesses in support
of and in objection to their plans of reorganization.  The
Debtors, according to the Chicago Tribune, presented former
University of Chicago law scholar Daniel Fischel who said it was
reasonable for the lenders to assume the company was solvent at
the time that each of the two steps of the 2007 LBO.  The
Noteholder Group presented Bernard Black, a finance and law expert
from Northwestern University, who said that even if the buyout
were a form of fraudulent conveyance, potential recoveries for the
junior creditors pressing the claims would most likely not be
higher than the 34 cents on the dollar have been offered by senior
creditors to settle, the report said.

Mark Prak, a lawyer who testified on behalf of the Noteholders,
told the Court that JPMorgan Chase & Co., Angelo Gordon & Co., and
Oaktree Capital Management LP would break federal rules limiting
media partnership under the plan they co-sponsor with the Debtors,
Bloomberg related.  Ronald Flagg, a lawyer testifying for Tribune,
said the Noteholder Plan would have the same problem, the report
said.

Bloomberg pointed out that Angelo Gordon owns as much as 25% of
Freedom Communications, whose Orange County Register competes with
Tribune's Los Angeles Times and JPMorgan owns a stake in a company
with eight radio stations that compete with the Debtors'
broadcasting arm.  These ownership stakes, according to Mr. Prak,
would prompt the Federal Communications Commission to reject
Tribune's application unless the investors changed the Company's
proposed ownership structure, the report said.

                  Tribune Valued at $6.75-Bil.

Expert witnesses presented during the trial valued Tribune,
including its broadcasting interests and minor subsidiaries, at
$6.75 billion, investors.com noted.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Noteholders Say Plan Does Not Abuse Ch. 11 Process
--------------------------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity as
successor Indenture Trustee for certain series of Senior Notes;
Law Debenture Trust Company of New York, in its capacity as
successor Indenture Trustee for certain series of Senior Notes;
and Wilmington Trust Company, in its capacity as successor
Indenture Trustee for the PHONES Notes, filed a memorandum in
support of confirmation of the plan of reorganization they
proposed for the Debtors.

The Noteholders maintain that their reorganization plan complies
with the confirmation requirements under Section 1129 of the
Bankruptcy Code.

On behalf of the Noteholders, Daniel H. Golden, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, asserts that the Noteholder
Plan is distinguishable from all other plans that have been
proposed in the Chapter 11 Cases in that it is the only plan that
does not seek to abuse the Chapter 11 process to impose an
objectively unfair settlement of causes of action related to the
2007 leveraged buyout, for unreasonably low consideration, on
those most harmed by the LBO.

Instead, he asserts, the Noteholder Plan recognizes that
successful prosecution or a reasonable settlement of the LBO-
Related Causes of Action represents the only avenue for a just and
equitable recovery by Tribune's non-LBO Lender creditors.

Mr. Golden points out that the primary difference between the
Noteholder Plan and Plan of Reorganization proposed by the
Debtors, et al., is that the DCL Plan settles the LBO-Related
Causes of Action for a fraction of their true value.  As
demonstrated by the Final Voting Tabulation Report, holders of
non-LBO debt securities overwhelmingly agree, with more than 90%
in dollar amount of the Senior Noteholder Claims and PHONES Notes
Claims voting, to accept the Noteholder Plan and to reject the DCL
Plan.

In order to provide the Debtors with a viable option to emerge
from Chapter 11 while, at the same time, ensuring that Creditors
receive the recoveries to which they are legally entitled, the
Noteholder Plan provides that all litigation related to the LBO
will be preserved and prosecuted through a multi-trust structure
comprised of the Litigation Trust and the Creditors' Trust.  The
causes of action to be prosecuted by the two trusts include
litigation regarding, among other things, (i) the avoidability of
the indebtedness incurred by the Debtors in connection with the
LBO, (ii) whether recipients of pre-Effective Date payments in
respect of the debt incurred pursuant to the LBO will be required
to disgorge such payments, (iii) whether the shareholders that had
their stock redeemed in connection with the LBO will be required
to disgorge such payments, (iv) claims against the Debtors'
officers, directors and advisors, (v) claims against Sam Zell and
his Affiliates and (vi) the applicability of the subordination
provisions in the Bridge Loan Agreement.  The appropriate
treatment for Intercompany Claims was originally contemplated to
be one of the Trust Causes of Action under the Noteholder Plan.

At this time, in an effort to reduce the extent of confirmation
litigation, the Noteholder Plan Proponents say they are prepared
to integrate the Intercompany Claims Settlement into the
Noteholder Plan as well as the allocation of the Debtors'
distributable enterprise value in a manner consistent with the DCL
Plan so that 8.4% of the DEV is allocable to Tribune and 91.6% of
the DEV is allocable to the Subsidiaries.

A full-text copy of the Noteholders Memorandum is available for
free at http://bankrupt.com/misc/tribune8171.pdf

                   Dan Gropper's Declaration

Dan Gropper, managing director at Aurelius Capital Management, LP,
tells the Court that the plan proposed by the Noteholders will
enable the Debtors to reorganize successfully and accomplish the
objectives of Chapter 11 while at the same time ensure that all
creditors receive the recoveries to which they are legally
entitled.

Mr. Gropper says the Noteholder Plan's classification scheme
mirrors the Debtors' capital structure.  In addition, Mr. Gropper
believes that the Noteholder Plan satisfies the Bankruptcy Code by
properly and adequately disclosing or otherwise identifying the
procedures for determining the identity and affiliations of all
individuals or entities proposed to serve as officers or members
of the boards of directors of Reorganized Tribune.

"I believe the Noteholder Plan's purpose and contents are honest,
legitimate and viable.  I believe that the Noteholder Plan has
been proposed with good intentions and a desire to effectuate a
full and feasible financial restructuring of the Debtors'
enterprise while maximizing value for the benefit of stakeholders
and ... ensuring that all Creditors receive the recoveries to
which they are legally entitled," Mr. Gropper says.

                  Chicago Tribune, et al., Object to
             Sealing Noteholders' Objection to DCL Plan

Chicago Tribune Company, as publisher of the Chicago Tribune,
asks the Court to deny the request of Aurelius Capital Management,
L.P., to file under seal its objection to confirmation of the
proposed plan of reorganization filed by the Debtors, the Official
Committee of Unsecured Creditors and certain lenders.  CTC
contends that by seeking to shield from public view in their
entirety the Noteholder Plan Proponents' objections to the
Debtor/Committee/Lender Plan and all or portions of documents
supporting their Motion in Limine, the Noteholder Plan Proponents
ask the Court to conduct its business under a cloak of secrecy,
without demonstrating any basis for doing so.

"The sealing of a court record is an extraordinary remedy that
should not be lightly granted," says Amy D. Brown, Esq., at
Margolis Edelstein, in Wilmington Delaware, counsel for Chicago
Tribune Company.

Transparency both ensures the integrity of the bankruptcy process
and promotes the appearance of fairness that is essential to
public confidence in the operations of the Courts, asserts Gayle
C. Sproul, Esq., at Levine Sullivan Koch & Schulz, L.L.P., in
Philadelphia, Pennsylvania.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Noteholders Win Standing to Sue 2007 LBO Shareholders
-----------------------------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities, Deutsche Bank Trust Company Americas, in its capacity as
successor Indenture Trustee for certain series of Senior Notes,
and Law Debenture Trust Company of New York, in its capacity as
successor Indenture Trustee for certain series of Senior Notes,
ask the Court to issue an order:

    (i) determining that creditors have retained their state law
        constructive fraudulent conveyance claims to recover
        stock redemption payments made to Step One
        Shareholders and Step Two Shareholders due to the
        expiration of the statute of limitations under Section
        546(a) of the Bankruptcy Code;

   (ii) determining that the automatic stay does not bar the
        commencement of litigation by or on behalf of creditors
        with respect to those claims or, in the alternative,
        grant them relief from the automatic stay to permit the
        commencement of a litigation; and

  (iii) granting leave from the Mediation Order, which prohibits
        the prosecution of any proceeding seeking relief in
        connection with LBO-related causes of action, to permit
        the commencement of a litigation.

The Creditor SLCFC Claims arise out of the Debtors' leveraged
buyout in 2007, which saddled the Debtors with more than $10.7
billion of debt and precipitated the Debtors' plunge into
bankruptcy over just a year later.  In connection with the LBO,
Step One Shareholders and Step Two Shareholders received more than
$8.2 billion in cash in exchange for their shares of common stock
in Tribune.  According to Daniel H. Golden, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, the Creditor SLCFC Claims
constitute an important source of potential recovery for eligible
creditors in the Debtors' bankruptcy cases.

Absent the relief requested, the Creditor SLCFC Claims may very
well become time-barred, Mr. Golden relates.  He says that the
Step One of the LBO Transaction closed on June 4, 2007.  The
statute of limitations for commencing a creditor's state law
avoidance action is determined by applicable state law.  Several
states -- including Delaware, the state of Tribune's
incorporation; Illinois, the Debtors' principal place of business;
and Massachusetts, the state where the Step One Shareholders
tendered their Tribune stock in exchange for payment -- that may
be the proper jurisdiction or jurisdictions for pursuing the
Creditor SLCFC Claims have a four-year statute of limitations for
commencing constructive fraudulent conveyance claims.
Accordingly, in order to preserve the ability to prosecute the
Creditor SLCFC Claims in these states, the parties must operate on
the assumption that the applicable statute of limitations could be
as early as June 4, 2011.

Given the number and nature of unresolved issues that remain
pending in the Debtors' bankruptcy cases, there can be no
guarantee that the Debtors will emerge from Chapter 11 by June 4,
Mr. Golden tells the Court.  Moreover, even if the many
outstanding issues in the bankruptcy cases are consensually
resolved and adjudicated on a timely basis in connection with
confirmation, there still remains a very real possibility that the
Debtors will not exit Chapter 11 before June 4 due to FCC
approvals that must be obtained before either of the two competing
plans of reorganization can go effective.

Pursuant to the plain meaning of Section 546(a) of the Bankruptcy
Code, the two-year statute of limitations for a representative of
the Debtors' estates to commence the Estate SLCFC Claims lapsed on
December 8, 2010.  According to well-settled law, when the Section
546(a) statute of limitations expired, eligible creditors regained
the right to prosecute their Creditor SLCFC Claims to the extent
as if the Chapter 11 cases had not been filed.

Accordingly, because the Debtors' estates no longer have the right
to commence the Estate SLCFC Claims, creditors should be free to
pursue their own Creditor SLCFC Claims without violating the
Bankruptcy Code's automatic stay, Mr. Golden asserts.

Meredith S. Senter, Jr., Esq., a member of Lerman Senter PLLC,
counsel for Aurelius, filed a declaration in support of Aurelius'
motion.

                          Objections

(1) Foundations

Robert R. McCormick Tribune Foundation and Cantigny Foundation
assert that the motion should be denied as the Noteholders cannot
assert estate causes of action for their own benefit in an attempt
to circumvent application of Section 546(e) of the Bankruptcy
Code.

There is no support for the Noteholders' argument that state-law
constructive fraud claims can revert to individual creditors and
be asserted by them during a bankruptcy case to challenge the very
same transaction that a debtor's estate is challenging as a
fraudulent transfer, Richard W. Riley, Esq., at Duane Morris LLP,
in Wilmington, Delaware, asserts.  To the contrary, caselaw
provides that if a debtor or its representative seeks to avoid a
transfer for the benefit of the estate, then individual creditors
lack standing to attempt to avoid the same transaction.

In the Debtors' case, the Official Committee of Unsecured
Creditors filed an adversary complaint, on behalf of the Debtors'
estates, seeking to avoid payments made to former shareholders of
the Tribune in connection with the 2007 leveraged buy-out, Mr.
Riley points out.  The Committee seeks to avoid the payments under
the theory that they were part of a fraudulent transfer.
Consequently, the Noteholders cannot seek to avoid the very same
transaction as a fraudulent transfer through, what the Noteholders
call in the Motion, creditor state law constructive claims or
"Creditor SLCFC Claims."

Mr. Riley argues that the only reason the Noteholders seek to
bring the Creditor SLCFC Claims is that the Bankruptcy Code
provides a clear defense to the claims if they were to be brought
by the estates.  The Noteholders do not dispute that the payments
made to the Former Shareholders are unavoidable settlement
payments under Section 546(e).  Instead, they seek the Court's
permission to circumvent the Bankruptcy Code by bringing estate
causes of action in state court, free from the constraints of
Section 546(e).  Their attempt must fail, Mr. Riley asserts.

The protections afforded to settlement payments under Section
546(e) preempts any attempt by the Noteholders to avoid the
payments under state law, Mr. Riley further asserts.

Accordingly, the Court should not permit the Noteholders, or any
of the Debtors' creditors, to assert the Creditor SLCFC Claims for
their own benefit outside of, and in contravention of, the
Bankruptcy Code.

Chandler Bigelow, current chief financial officer of Tribune
Company, John Birmingham, Tom E. Ehlmann, Mark W. Hianik, Peter A.
Knapp, Crane Kenney, and several other directors and officers of
Tribune Co. join in the objection of the Foundations.  Merrill
Lynch, Pierce, Fenner & Smith, Incorporated and a group of TM
Retirement Claimants also join in the Foundation's objection.

(2) EGI-TRB and Sam Zell

EGI-TRB, LLC and Samuel Zell request that any order entered by the
Court approving the Motion must explicitly state that the Order
does not allow any non-debtor party to commence or pursue any
state law constructive fraudulent transfer or conveyance claims
alleged against either EGI-TRB or Mr. Zell.

(3) Wells Fargo

Wells Fargo Bank, N.A., as successor administrative agent for the
lenders under the Debtors' $1.6 billion bridge loan credit
facility, notes that numerous legal and factual issues associated
with the relief requested in the Motion are complex, and that the
proposed order attached to the Motion, in certain respects, lack
clarity and does not adequately protect the rights of the various
competing constituencies, especially in light of the objections to
the Motion filed by certain former Tribune shareholders and
others.

               Creditors' Committee's Statement

The Official Committee of Unsecured Creditors insists that the
Noteholders' motion should be granted at this time.

According to the Committee, it deliberately did not initiate any
Creditor SLCFC Claims against the former shareholders.  Instead,
as evidenced by the DCL Plan, it is the intent of the Committee
and the other DCL Plan Proponents that individual creditors have
the ability to pursue the Creditor SLCFC Claims on their own
behalf or to transfer the Creditor SLCFC Claims to a proposed
creditors' trust to be pursued on a collective basis for and on
behalf of participating creditors.

                       Aurelius Talks Back

Aurelius asserts that none of the objections are ripe for
adjudication.  Indeed, Aurelius points out, the Foundation's
objection is nothing more than a transparent attempt by
significant pre-LBO shareholders to shield themselves from
liability arising out of Tribune's ill-fated LBO through improper
attempts to expand the Court's jurisdiction and the tenuous
application of the legal precedent upon which their objections are
allegedly based.

Aurelius notes that the Creditors' Committee affirmatively
supports the Motion and the Debtors have acknowledged that
Creditor SLCFC Claims are not estate assets and that those claims
may be pursued by individual creditors or their assignees.

For the reasons stated, Aurelius asks the Court to overrule the
objections.

                        *     *     *

Judge Carey granted Aurelius standing to file lawsuits against the
LBO shareholders, Steven Church at Bloomberg News reported on
March 22.

Judge Carey, according to the report, agreed to allow individual
creditors to file lawsuits in state courts that are similar to a
case already on file in federal court.  Once filed, any potential
lawsuits can't go forward while Chicago-based Tribune is locked in
a court fight with creditors over two competing reorganization
plans, Judge Carey said, Bloomberg quoted.  He asked creditors to
work with shareholders opposed to the lawsuits to draft an order
he can sign that reflects his intention, Bloomberg related.

"We are not looking to create chaos here," said Daniel Golden, an
attorney for Aurelius, during the March 22 hearing on the request,
according to Bloomberg.  "Most important is the filing of those
complaints."

The report said creditors have until June 4 to file their lawsuits
in state courts.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIPLE POINT: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'B' corporate credit rating to Westport, Conn.-based
Triple Point Technology Inc., a U.S. provider of enterprise
software solutions for trading and risk management of commodities.
The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' rating to the
company's proposed $10 million senior secured revolving credit
facility and $125 million term B loan both due 2016.  The
preliminary recovery rating on the debt is '2', indicating S&P's
expectation for substantial recovery (70%-90%) in the event of a
payment default.  The company intends to use proceeds from the
term loan to pay a dividend to shareholders, refinance existing
debt, and pay for related transaction fees and expenses.

"The rating reflects Triple Point's narrow market focus, limited
track record operating at current levels, and leveraged financial
profile," said Standard & Poor's credit analyst William Backus,
"as well as its private-equity ownership structure, which is
likely to preclude sustained deleveraging." Triple Point's
relatively high recurring revenue base and solid margins partially
offset those factors.


TRIUS THERAPEUTICS: Incurs $23.86 Million Net Loss in 2010
----------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $23.86 million on $8.03 million of total revenues for the
year ended Dec. 31, 2010, compared with a net loss of $22.68
million on $5.01 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $49.50 million
in total assets, $3.81 million in total current liabilities,
$238,000 in deferred revenue and $45.45 million in total
stockholders' equity.

"We have made substantial progress on the development program for
our investigational drug, torezolid phosphate.  In addition to
meeting our enrollment projections for our Phase 3 trial in
ABSSSI, the positive results of our recently announced Phase 1
torezolid lung study support the use of the same once daily 200mg
dose in pneumonia indications in the future," said Jeffrey Stein,
Ph.D., President and Chief Executive Officer of Trius.  "We
continue to evaluate potential strategic alliances for an ex-US
territory that reflect the strong value that we have created with
torezolid."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/seqLTv

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/L9BT7v

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


TRIUS THERAPEUTICS: To Offer 964,945 Common Shares to Employees
---------------------------------------------------------------
Trius Therapeutics, Inc., registered with the U.S. Securities and
Exchange Commission 964,945 shares of common stock to be offered
to its employees composing of:

   (a) 709,459 shares under the 2010 Equity Incentive Plan;

   (b) 24,000 shares under the 2010 Non-Employee Directors' Stock
       Option Plan; and

   (c) 236,486 shares under the 2010 Employee Stock Purchase Plan.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company's balance sheet as of June 30, 2010, showed
$15.6 million in total assets, $22.2 million in total liabilities,
$729,000 in convertible preferred stock, $50.4 million in
redeemable convertible preferred stock, and a stockholders'
deficit of $57.7 million.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
August 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


TSG INCORPORATED: Court Extends Solicitation Date to March 30
-------------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania extended until March 30, 2011,
the time within which TSG Incorporated has exclusive right to
solicit acceptances of its plan of reorganization.

A hearing to consider confirmation of the Plan will be held on
April 6, 2011, at 11:30 a.m., prevailing Eastern time.  Objections
to the confirmation of the Plan must be filed with the Court by
5:00 p.m., Eastern time, on April 1, 2011.

                      About TSG Incorporated

TSG Incorporated was founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company.

Locally headquartered in North Wales, Pennsylvania, the Company is
in the business of fabric finishing, coating and embossing.  TSG -
- which is an acronym for "The Synthetics Group" -- is one of the
largest commission finishers in the United States.  While the
Company does not manufacture or market any of its own fabrics, it
supplies fabric finishing services that enhance the fabrics of
others for uses in a variety of industries.

Through its four operating divisions -- Synfin Industries,
Synthetics Finishing, Combeau Industries, and Longview Machinery
Company -- the Company enhances and manufactures equipment to
enhance fabrics by applying unique chemicals, colors, coatings,
laminations, and mechanical processes that make fabrics perform
specific job functions.

The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
J. Barrie, Esq., Raymond H. Lemisch, Esq., and Jennifer R. Hoover,
Esq. at Benesch Friedlander Coplan & Aronoff LLP, in Philadelphia,
Pa., assist the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $19,046,129 in assets and
$8,936,074 in liabilities as of the petition date.

Attorneys at Duane Morris LLP serve as the Debtor's special
intellectual property counsel.  Prudential Hickory Metro Real
Estate Brokers is the Debtor's realtor in connection with the sale
of certain of its real estate holdings.

No official committee of unsecured creditors has been appointed by
the United States Trustee for the Eastern District of Pennsylvania
in this Bankruptcy Case.


TWO BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Two Brothers I, Inc.
        16416 N. 92nd Street, B110
        Scottsdale, AZ 85260
        Tel: (480) 951-7700

Bankruptcy Case No.: 11-07952

Chapter 11 Petition Date: March 24, 2011

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.com

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

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

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

The petition was signed by Saad Saad, president/director.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Two Brothers XI, Inc.                 10-23048            07/23/10
Two Brothers XII, Inc.                10-23056            07/23/10
Saad Nemer Saad, Inc.                 10-23057            07/23/10
Two Brothers V, Inc.                  10-28114            09/02/10
Two Brothers VI, Inc.                 10-28116            09/02/10
Two Brothers IX, Inc.                 10-28118            09/02/10
Two Brothers X, Inc.                  10-28120            09/02/10
Two Brothers VII, Inc.                11-07954            03/25/11
One Brother I, Inc.                   11-07955            03/25/11


UNIGENE LABORATORIES: Amends 80.76MM Common Stock Registration
--------------------------------------------------------------
Unigene Laboratories, Inc., on July 6, 2010, filed a registration
statement with the Securities and Exchange Commission on Form S-1,
which was declared effective by the Commission on July 13, 2010,
to register for resale by the selling stockholders named in the
prospectus up to 80,760,650 shares of the Company's common stock,
par value $.01 per share, of which 72,114,836 shares will be
issuable upon the conversion of senior secured convertible notes
held by the selling stockholders and the balance of which are
currently held of record by the selling stockholders.

The Company, on March 23, 2011, filed a Post-Effective Amendment
No. 1 to Form S-1 on Form S-3 to convert the Form S-1 into a
registration statement on Form S-3, and contains an updated
prospectus relating to the offering and sale of the shares that
were registered for resale on the Form S-1.

The prices at which the selling stockholders may sell the shares
will be determined by the prevailing market price for the shares
or in negotiated transactions.  The Company will not receive any
proceeds from the sale of our shares by the selling stockholders.
All costs, expenses and fees in connection with the registration
of these shares will be borne by the Company.

The Company's common stock is quoted in the OTC Bulletin Board
under the symbol "UGNE."  On March 22, 2011, the last reported
closing price of the Company's common stock was $0.90 per share.
These over-the-counter quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

A full-text copy of the prospectus, as amended, is available for
free at http://is.gd/zs9x4F

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $28.47 million
in total assets, $68.89 million in total liabilities and $40.42
million in total stockholders' deficit.


UNITED WESTERN: Named Defendant in Colorado Securities Suit
-----------------------------------------------------------
United Western Bancorp, Inc., on March 22, 2011, was served
through its registered agent with a class action complaint filed
by MHC Mutual Conversion Fund, L.P., on behalf of itself and
others similarly situated who acquired the common stock of the
Company pursuant to an allegedly false and misleading registration
statement and prospectus issued in connection with the Company's
Sept. 17, 2009 public offering of common shares in the Company.
The Complaint was filed in the United States District Court for
the District of Colorado.  Other named defendants in the Complaint
include Sandler O'Neill + Partners, L.P.; FBR Capital Markets &
Co.; the Company's current directors and one former director;
McGladrey & Pullen, LLP; and Crowe Horwath LLP.

The Complaint alleges that on Sept. 17, 2009, defendants
consummated the Offering pursuant to a false and misleading
registration statement, selling 20 million shares of United
Western common stock at $4.00 per share, for gross proceeds of $80
million.  The Complaint also alleges that United Western received
additional gross proceeds of $7.8 million (1,961,325 shares issued
at $4.00/share) as a result of the partial exercise of the over-
allotment option to purchase additional shares granted to the
underwriters.  The Registration Statement incorporated, among
other documents, United Western's reported financial results and
Form 10-K/A for 2008 and the reported financial results and Form
10-Q for the second quarter of 2009.

The Complaint further alleges that certain facts were omitted from
the Registration Statement including: (1) United Western's
mortgage backed securities and collateralized mortgage obligations
were impaired to a far greater extent than the Company had
disclosed; (2) defendants failed to properly record losses for
other than temporary impairment in United Western's non-agency
MBSs and CMOs; (3) the Company's internal controls were inadequate
to prevent the Company from improperly reporting its impaired
assets; and (4) the Company's capital base was not adequate in
light of the impairment of its assets.

The Complaint alleges that United Western ultimately announced
multi-million dollar impairments in its investment securities
portfolio, specifically in MBSs and CMOs, and alleges that this
caused the price of its common stock to plummet.  In turn, on
Jan. 21, 2011, the Federal Deposit Insurance Corporation was
appointed as receiver for United Western Bank, the Company's
former federal savings bank subsidiary by the Office of Thrift
Supervision under the Federal Deposit Insurance Act.

The Company believes that it has substantial and meritorious legal
and factual defenses to the allegations made in the Complaint
which the Company and its officers and directors intend to
vigorously pursue.

                  About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

As of Sept. 30, 2010, United Western Bank had around $2.05
billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.


VERDUGO MENTAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Verdugo Mental Health
          aka VMH Care
              Verdugo Mental Health Center
              Positive Directions
              Glen Roberts Child Study Center
        1540 East Colorado Street
        Glendale, CA 91205
        Tel: (818) 244-7257

Bankruptcy Case No.: 11-22739

Chapter 11 Petition Date: March 24, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Andrew M. Parlen, Esq.
                  Jennifer Taylor, Esq.
                  O'MELVENY & MYERS LLP
                  400 S. Hope Street
                  Los Angeles, CA 90071
                  Tel: (213) 430-6000
                       (415) 984-8922
                  Fax: (213) 430-6407
                       (415) 984-8701
                  E-mail: aparlen@omm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-22739.pdf

The petition was signed by William J. Smith, chief executive
officer.


VILLAGE AT CAMP BOWIE: Court OKs Holts Lunsford as Leasing Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Village at Camp Bowie I LP to employ Holt Lunsford
Commercial Inc. as its leasing broker for the Debtor's office
space.

The Debtor will pay the firm 50% commission fee upon th execution
of the lease and another 50% upon a tenants' occupancy and rent
commencement.

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

                   About Village at Camp Bowie

Dallas, Texas-based Village at Camp Bowie I, L.P., is the owner of
a mixed use real estate development located in Forth Worth, Texas,
on Camp Bowie Boulevard between Bryant Irvin Road an Ridglea
Avenue, about 1/2 mile south of I-30 an known as the Village at
Camp Bowie.  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-45097) on Aug. 2, 2010.  J. Mark
Chevallier, Esq., at McGuire, Craddock & Strother, P.C., in
Dallas, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


VILLAGE AT CAMP BOWIE: Wants Plan Exclusivity Until June 15
-----------------------------------------------------------
Village at Camp Bowie I LP asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend the exclusive period to
obtain acceptances of its Chapter 11 plan of reorganization until
June 15, 2011.

The Debtor says it is making changes consistent with the Court's
documents and intends to move forward promptly with confirmation
of its plan, which provides for the payment in full to all
creditors.

However, the Debtor's creditor Western Real Estate Equities LLC
objects to the extension of time, citing that the Debtor did not
file any amended plan before the previous plan filing deadline,
which is Jan. 31, 2011.

According to the creditor, the extension of time will not motivate
the Debtor's investors to put money into its property.  The Debtor
has not amortized one penny of principle on notes.  The current
plan's only chance of feasibility relies upon the Debtor's
cramdown proposal of paying noteholder interest only for an
additional five years.

                   About Village at Camp Bowie

Dallas, Texas-based Village at Camp Bowie I, L.P., is the owner of
a mixed use real estate development located in Forth Worth, Texas,
on Camp Bowie Boulevard between Bryant Irvin Road an Ridglea
Avenue, about 1/2 mile south of I-30 an known as the Village at
Camp Bowie.  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-45097) on Aug. 2, 2010.  J. Mark
Chevallier, Esq., at McGuire, Craddock & Strother, P.C., in
Dallas, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


VILLAGE AT CAMP BOWIE: Taps Houseman for Filing Tax Returns
-----------------------------------------------------------
Village at Camp Bowie I LP asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Houseman
Seeligson LLP to assist the Debtor with the preparation and filing
of 2010 tax returns.

The Debtor agrees to pay $6,420 to the firm for this engagement,

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

                   About Village at Camp Bowie

Dallas, Texas-based Village at Camp Bowie I, L.P., is the owner of
a mixed use real estate development located in Forth Worth, Texas,
on Camp Bowie Boulevard between Bryant Irvin Road an Ridglea
Avenue, about 1/2 mile south of I-30 an known as the Village at
Camp Bowie.  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-45097) on Aug. 2, 2010.  J. Mark
Chevallier, Esq., at McGuire, Craddock & Strother, P.C., in
Dallas, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


VITRO SAB: Investors Object to U.S. Units Financing from Parent
---------------------------------------------------------------
YTWHW.com reports that four investment funds -- Knighthead Master
Fund LP, Brookville Horizons Fund LP, Davidson Kempner Distressed
Opportunities Fund LP and Lord Abbett Bond-Debenture Fund Inc. --
that are seeking to push the U.S. unit of Vitro SAB into Chapter
11 bankruptcy are objecting to the company's request to borrow
more money from its parent on a secured basis.

According to the report, the funds said there's "no evidence" that
Vitro SAB can't provide the $3.5 million per month its U.S. unit,
Vitro Asset Corp., needs on an unsecured basis.  The funds, which
filed an involuntary bankruptcy petition against the U.S. unit in
November, said the request is "perplexing," given the company's
intention to fight their bid to put it in Chapter 11.  Vitro
Asset, they said, is seeking protections reserved for debtors
operating under bankruptcy protection.

The report notes the Fort Worth bankruptcy court is slated to
consider the involuntary petition at a March 31 hearing.

The report relates Vitro Asset earlier this month asked for
permission to borrow up to $3.5 million at a time from parent
Vitro SAB and another nondebtor affiliate, FIC Regiomontano
S.A.P.I. de C.V., on a secured basis.  The court earlier denied
the company's request to grant the lenders liens with respect to
the financing.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7, 2010.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.


VUZIX CORP: Has $2-Mil. Revolver From Bridge Bank
-------------------------------------------------
Vuzix Corporation has entered into a $2 million revolving credit
agreement with Bridge Bank, National Association to support its
ongoing working capital needs.  The credit facility is an accounts
receivable formula-based line of credit, which matures on the
second anniversary of the signing of the agreement.  Under the
agreement, Vuzix may borrow up to 80% of eligible North American
accounts receivable and, in addition, approved international
accounts on a case-by-case basis.

Vuzix must satisfy certain loan covenants on an ongoing basis.
Bridge Bank has been granted a first position security interest in
all of Vuzix' current and future assets, with the exception of
Intellectual Property in which a second lien has been granted.
All secured debt is subordinated to the Bridge Bank facility.

The closing of this transaction satisfies certain obligations of
the Company under its loan agreement with LC Capital Master Fund
Ltd. (LC), which was consummated on Dec. 23, 2010, and eliminates
the penalties, including the issuance of additional securities to
LC, if it failed to do so.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

EFP Rotenberg, LLP, in Rochester, New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years.  "In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases."

The Company has an accumulated deficit of $22.1 million as of
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$5.4 million in total assets, $9.6 million in total liabilities,
and a stockholders' deficit of $4.2 million.


WALTHAM WAY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Waltham Way Development, LLC
        9190 Double Diamond Parkway
        Reno, NV 89521

Bankruptcy Case No.: 11-50948

Chapter 11 Petition Date: March 25, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells & Co. Realty, LLC   Asset Mgt. Services    $110,448
Michael J. Wells
4141 Black Hills Drive
Sparks, NV 89436

The petition was signed by Jaffra A. Masad, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Creekside Development, LLC                        03/25/11


WOLVERINE TUBE: Disclosure Statement Hearing Adjourned to March 30
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware adjourned the hearing of the approval of the
disclosure statement filed by Wolverine Tube Inc. and its debtor
affiliates to March 30, 2011, at 11:00 a.m.

As reported in the Nov. 22, 2010 edition of the Troubled Company
Reporter, Wolverine Tube, Inc., et al., submitted to the U.S.
Bankruptcy Court for the District of Delaware a prearranged Plan
of Reorganization and an explanatory Disclosure Statement.

The Debtors relate that a significant majority (approximately 71%)
of their prepetition noteholders entered into a Plan Support
Aagreement to vote in favor of the Plan.

                 Treatment of Claims and Interests

According to the Disclosure Statement, on the effective date of
the Plan, allowed other secured claims will be, at the Debtors'
option, (i) reinstated; (ii) satisfied by the Debtors'  surrender
of the collateral securing the claim; (iii) offset against, and to
the extent of, the Debtors' claims against the holder of the
claim; or (iv) otherwise rendered unimpaired, except to the extent
the Reorganized Debtors and the holder agree to a different
treatment.

Holders of note claims will receive their pro rata share of (i)
100% of the new common stock, subject to dilution for additional
shares of new common stock to be issued pursuant to the new
management stock incentive plan and any future issuance of new
common stock; (ii) the new first lien notes; and (iii) a
distribution of cash in an aggregate amount equal to the net
distributable cash.

General unsecured creditors, except to the extent a holder of an
allowed general unsecured claim agrees to less favorable
treatment, will be paid in full, in cash in the ordinary course of
business or will receive other treatment as will render it
unimpaired.

Holders of PBGC Claim will receive (i) the treatment set forth in
the PBGC settlement agreement; or (ii) other treatment as may be
agreed upon by the Debtors and the requisite supporting
noteholders.

Old preferred stock will be canceled, and holders of the old
preferred stock interests will not receive or retain any property
under the Plan on account of the old preferred stock interests.

Old common stock will be canceled, and holders of the old common
stock interests will not receive or retain any property under the
Plan on account of the old common stock interests.

Copies of the Disclosure Statement is available for free at

          http://bankrupt.com/misc/WolverineTube_DS1.pdf
          http://bankrupt.com/misc/WolverineTube_DS2.pdf
          http://bankrupt.com/misc/WolverineTube_DS3.pdf

                        About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

The Debtors filed a prearranged chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.


XTREME OIL: LBB & Associates Raises Going Concern Doubt
-------------------------------------------------------
Xtreme Oil & Gas, Inc., filed on March 25, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

LBB & Associates Ltd., LLP, in Houston, Tex., expressed
substantial doubt about Xtreme Oil's ability to continue as a
going concern.  The independent auditors noted that of the
Company's absence of significant revenues, recurring losses from
operations, and its need for additional financing in order to fund
its projected loss in 2011.

The Company reported a net loss of $7.08 million on $89,835 of
revenues for 2010, compared with a net loss of $3.87 million on
$2.05 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $8.34 million
in total assets, $6.37 million in total liabilities, and
stockholders' equity of $1.97 million.

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

                       http://is.gd/vqgi1k

Plano, Tex.-based Xtreme Oil & Gas, Inc. OTCBB: XTOG) (OTCQB:
XTOG) - http://www.xtremeoilandgas.com/-- is ndependent energy
company engaged in the exploration, development, acquisition, and
production of crude oil and natural gas with operations producing
oil and gas from properties it owns and operates in Texas and
Oklahoma.


XODTEC LED: Restates Form 10-K for Fiscal 2010 to Correct Errors
----------------------------------------------------------------
Xodtec LED, Inc., filed on March 21, 2011, an amendment to its
annual report on Form 10-K for the year ended Feb. 28, 2010, which
was filed with the Securities and Exchange Commission on Nov. 24,
2010, and amended by filings on a Form 10-K/A on Dec. 10, 2010,
and Jan. 31, 2011.

The Company's financial statements for the year ended February 28,
2010 have been restated to reflect corrections in the statements
previously provided.

In connection with the Company's financial statements for the
fiscal year ended Feb. 28, 2010, the Company determined that
securities issued to an investor were derivative instruments that
required the Company to record the fair value of such instruments
as derivative liabilities in accordance with ASC 815 "Derivatives
and Hedging".  In addition, since the Company may no longer have a
sufficient number of authorized and unissued shares to settle its
other outstanding warrants, which were issued prior to Sept. 29,
2009, in common stock, it reclassified the fair value of such
warrants from equity to accrued derivative liabilities as of
Sept. 29, 2009.

The Company reported a net loss of $2.2 million on $991,645 of
revenue for fiscal 2010, compared with a net loss of $394,777 on
$1.21 million of revenue for fiscal 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.84 million
in total assets, $4.57 million in total liabilities, and a
stockholders' deficit of $2.73 million.

As reported in the Troubled Company Reporter on July 23, 2010,
Simon & Edward, LLP, in City of Industry, Calif., expressed
substantial doubt about Xodtec LED's ability to continue as a
going concern, following its results for the fiscal year ended
Feb. 28, 2010.  The independent auditors noted that the Company
has incurred significant operating losses, has serious liquidity
concerns and may require additional financing in the foreseeable
future.

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

                       http://is.gd/sMuePe

                         About Xodtec LED

Based in Jhonghe City, in Taiwan, Xodtec LED, Inc., is a Nevada
corporation incorporated on Nov. 29, 2006, under the name Sparking
Events, Inc.  On June 28, 2009, the Company's corporate name was
changed to "Xodtec Group USA, Inc." and on May 17, 2010, the
Company's corporate name was changed to "Xodtec LED, Inc."

The Company through its subsidiaries is engaged in the design,
marketing and selling of advanced lighting solutions, including
light emitting diode (LED) lighting and other energy-saving
lighting which are designed to use less energy and have a longer
life than traditional incandescent, halogen, fluorescent light
sources.


ZEUS INVESTMENTS: Crowne Plaza Hotel in Chapter 11
--------------------------------------------------
Zeus Investments LLC, the owner of the Crowne Plaza hotel in
Lafayette, Louisiana, filed for Chapter 11 protection (Bankr. W.D.
La. Case No. 11-50406) on March 24 in its hometown.  Bill
Rochelle, Bloomberg News' bankruptcy columnist, reports that the
290-room hotel was purchased in 2006 and renovated three years
later.  There are $4 million in disputed claims from contractors
resulting from the renovation.  The property owes $12.8 million on
a mortgage held by St. Martin Bank & Trust Co.  Unsecured trade
suppliers are owed $3.4 million.  Insiders are owed $3 million on
loans.  The petition says assets and debt both exceed $10 million.


* Lower Middle Borrowers Unable to Tap High Yield Debt Markets
--------------------------------------------------------------
Although the current syndicated loan and high yield debt markets
are booming, they remain largely unavailable for "turnaround"
situations and lower middle market borrowers seeking to raise
funds, according to the current Financial Restructuring Quarterly
issued by the investment banking firm of Morgan Joseph TriArtisan.

"No question that some borrowers are feeling left behind in the
current market," says James D. Decker, Managing Director and Head
of Morgan Joseph's Financial Restructuring Group.  "Focused more
on enterprise value, call protection and reporting requirements,
the syndicated and high yield markets may under appreciate a more
mature business with strong asset value and cash flow for
deleveraging.  The result can be purgatory for these borrowers:
saved from peril by effective management during an unprecedented
recession, but now are not a proper fit to access headline
leverage in the wider capital markets."  He adds that this
situation makes it "more imperative than ever for borrowers
without a straight forward refinancing option in the syndicated
markets to be proactive in exploring all their options, including
a potential refinancing in the private non-rated club loan
market."

The Report also notes the appearance of "new" credit funds focused
on direct lending.  "Some have been re-birthed from the primordial
soup of lending talent that spilled out of the post-Lehman shake
up, while others are brain children of private equity principals
that got a taste of the leverage market by buying into their own
distressed debt during the debt crisis."  Regardless of their
genesis, many of these funds were originally raised with all
equity, but were still able to generate handsome returns by
picking off dislocated secondary paper in 2009.  As the secondary
market quickly recovered, however, most funds have since
transferred their strategies to direct lending, building books
with debt returns they hope to leverage and create equity returns
for investors, the Report points out.

As the senior markets have become more competitive, there has been
an increased willingness on the part of banks and senior lenders
to lend against these loan books.  "While not at the sub-100
spreads once available to funds during the CLO boom, the leverage
has allowed direct lending funds to further reduce pricing and
yield requirements," observes Mr. Decker.  "The result has been an
opening of the 'club' market for smaller middle market, turnaround
and/or storied credits.  Although pricier on average than
syndicated loans, a viable debt market is now available to those
companies finding themselves not properly suited for a syndicated
loan or high yield bond."

Among other topics, the Report notes:

   * Concerns over replacing legacy CLO's -- with approximately
$234 billion expected to roll out of their investment windows over
the next 24 months -- has started to abate.  While in 2010 banks
and hedge funds stepped up to begin filling the hole left by
legacy CLO funds, this year retail, or "prime funds," appear
poised to take a material share.  The Report says that most
experts expect between $10 and $15 billion of new CLO formation in
2011, with most continuing to be repackaging of existing CLOs.
Numerous factors are inhibiting new CLO formation volume,
including reduced leverage levels and a high cost of funds
limiting equity tranche returns and risk retention concerns
stemming from the Dodd-Frank Act.

   * An increase in the number of DIP financing investors as more
"new money" participants outside the pre-petition bank group are
displaying a willingness to provide the loans.  Increased
collateral values and equity cushions and the recovery in the
capital and M&A markets, which provide lenders with greater surety
of debtors emerging from Chapter 11, are resulting in a broadened
investor base for DIP financings.

   * A new record high for private equity dividend recaps, with
over $30 billion in volume during 2010 after two years of little
to no activity.  This trend speaks to the relative strength of the
financing markets versus equity capital markets opportunities.

   * Continued competitiveness in the Asset Based Loan market,
resulting in an ongoing downward trend in average pricing as well
as loosening structures in the fourth quarter.  Average rates on
ABL facilities have dropped "an astounding" 125 bps during 2010.
"As impressive as that is, the actual impact has been even greater
as at least one-quarter of all late 2009 facilities included LIBOR
floors, a concept that has been completely eradicated in today's
market."

   * The syndicated loan market is "currently every investors'
darling."  Both yields and structure have eased, with clearing
yields back to the 6% range seen in the spring of 2010, but with
the average leverage now approaching 4.5x versus the sub-4.0x
levels of last year.  Covenants are lightening up and higher
volumes of second liens and PIK toggles could be right around the
corner.

                About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com/-- is a
merchant bank engaged in providing financial advice, capital
raising and private equity investing.   Its services include
mergers, acquisitions and restructuring advice and private
placements and public offerings of equity and debt.  In addition,
Morgan Joseph TriArtisan LLC provides research and trading
services for institutional clients.

The five Principals managing the Morgan Joseph TriArtisan
Financial Restructuring Group collectively have over 70 years of
financing and restructuring experience.  Since 2001, they have
completed more than 80 company and creditor transactions, and
restructured approximately $25 billion of debt in in-court and
out-of-court transactions.


* LPS' Mortgage Report Shows Enormous Backlog of Foreclosures
-------------------------------------------------------------
The February Mortgage Monitor report released by Lender Processing
Services, Inc., shows that while delinquencies continue to
decline, an enormous backlog of foreclosures still exists with
overhang at every level.  As of the end of February, foreclosure
inventory levels stand at more than 30 times monthly foreclosure
sales volume, indicating this backlog will continue for quite some
time. Ultimately, these foreclosures will most likely reenter the
market as REO properties, putting even more downward pressure on
U.S. home values.

February's data also showed a 23 percent increase in Option ARM
foreclosures over the last six months, far more than any other
product type. In terms of absolute numbers, Option ARM
foreclosures stand at 18.8 percent, a higher level than Subprime
foreclosures ever reached.  In addition, deterioration continues
in the Non-Agency Prime segment.  Both Jumbo and Conforming Non-
Agency Prime loans showed increases in foreclosures and were the
only product areas with increases in delinquencies.

The data also showed that banks' modification efforts have begun
to pay off, as 22 percent of loans that were 90+ days delinquent
12 months ago are now current.  Timelines continue to extend, with
the average U.S. loan in foreclosure now having been delinquent
for a record 537 days, and a full 30 percent of loans in
foreclosure have not made a payment in over two years.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 8.8 percent

Total U.S. foreclosure inventory rate: 4.15 percent

Total U.S. noncurrent inventory: 6,856,000

States with most non-current* loans: Florida, Nevada, Mississippi,
New Jersey, Georgia

States with fewest non-current* loans: Montana, Wyoming, Alaska,
South Dakota, North Dakota

*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Note: Totals based on LPS Applied Analytics' loan-level database
of mortgage assets and are extrapolated to represent the industry.

                     About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products. The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.

To review the full report, visit
http://www.lpsvcs.com/NEWSROOM/INDUSTRYDATA/Pages/default.aspx.

                  About Lender Processing Services

Lender Processing Services, Inc. -- http://www.lpsvcs.com/--
provides integrated technology, services and mortgage performance
data and analytics to the mortgage and real estate industries. LPS
offers solutions that span the mortgage continuum, including lead
generation, origination, servicing, workflow automation
(Desktop(R)), portfolio retention and default, augmented by the
company's award-winning customer support and professional
services.  Approximately 50 percent of all U.S. mortgages by
dollar volume are serviced using LPS' Mortgage Servicing Package
(MSP).  LPS also offers proprietary mortgage and real estate data
and analytics for the mortgage and capital markets industries.


* District Judge Fullam Mulls Retirement
----------------------------------------
The Philadelphia Inquirer staff writer Sam Wood reports that U.S.
District Judge John Fullam, who presided over such notable cases
as the Abscam political-corruption probe and the landmark
bankruptcy of Penn Central, said Wednesday that he planned to step
down as of April 15.

"I will no longer be taking cases," he told The Inquirer, "but I
will finish up what I have on my plate."

Asked about his retirement plans, Judge Fullam quipped: "I hope to
continue to breathe. After all, I'll be 90 in September."

Judge Fullam was appointed to the federal bench by President
Lyndon B. Johnson in 1966.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-        Total
                                  Total     Holders'      Working
                                 Assets       Equity      Capital
  Company         Ticker          ($MM)        ($MM)        ($MM)
  -------         ------         ------     --------      -------
ABRAXAS PETRO     AXAS US         182.9        (15.0)        (8.9)
ABSOLUTE SOFTWRE  ABT CN          117.9        (11.9)       (12.8)
ACCO BRANDS CORP  ABD US        1,149.6        (79.8)       292.8
ALASKA COMM SYS   ALSK US         620.6        (20.5)         1.4
AMER AXLE & MFG   AXL US        2,114.7       (468.1)        33.0
AMR CORP          AMR US       25,088.0     (3,945.0)    (1,942.0)
ANACOR PHARMACEU  ANAC US          20.4         (8.2)        (1.6)
ANOORAQ RESOURCE  ARQ SJ        1,092.1        (41.5)       (62.8)
ARQULE INC        ARQL US          88.9        (14.6)        34.9
ARRAY BIOPHARMA   ARRY US         127.5       (130.6)        26.2
ARVINMERITOR INC  ARM US        2,814.0       (990.0)       357.0
AUTOZONE INC      AZO US        5,765.6     (1,038.4)      (487.0)
BLUEKNIGHT ENERG  BKEP US         323.8        (37.7)       (85.1)
BOARDWALK REAL E  BOWFF US      2,326.8       (109.0)         -
BOARDWALK REAL E  BEI-U CN      2,326.8       (109.0)         -
BOSTON PIZZA R-U  BPF-U CN        112.0       (115.5)         2.0
CABLEVISION SY-A  CVC US        8,840.7     (6,280.7)      (522.2)
CANADIAN SATEL-A  XSR CN          188.3         (6.1)       (44.0)
CC MEDIA-A        CCMO US      17,479.9     (7,204.7)     1,504.6
CENTENNIAL COMM   CYCL US       1,480.9       (925.9)       (52.1)
CENVEO INC        CVO US        1,397.7       (341.3)       222.7
CHENIERE ENERGY   CQP US        1,743.5       (536.0)        26.5
CHENIERE ENERGY   LNG US        2,553.5       (472.6)        99.3
CHOICE HOTELS     CHH US          411.7        (58.1)        (1.7)
CLEVELAND BIOLAB  CBLI US          19.9        (12.5)       (12.7)
COLUMBIA LABORAT  CBRX US          29.9        (19.9)         2.0
COMMERCIAL VEHIC  CVGI US         286.2         (0.1)       116.1
CORNERSTONE ONDE  CSOD US          42.9        (55.1)       (13.9)
CUMULUS MEDIA-A   CMLS US         319.6       (341.3)        16.9
DENNY'S CORP      DENN US         311.2       (103.7)       (27.8)
DISH NETWORK-A    DISH US       9,632.2     (1,133.4)        74.1
DISH NETWORK-A    EOT GR        9,632.2     (1,133.4)        74.1
DOMINO'S PIZZA    DPZ US          460.8     (1,210.7)       118.9
DUN & BRADSTREET  DNB US        1,905.5       (645.6)      (259.4)
EASTMAN KODAK     EK US         6,239.0     (1,075.0)       966.0
ENDOCYTE INC      ECYT US          21.2         (7.1)        12.4
EXELIXIS INC      EXEL US         360.8       (228.3)       (16.5)
FLOTEK INDS       FTK US          184.8         (3.5)        45.5
FLUIDIGM CORP     FLDM US          24.8         (4.6)         2.4
FORD MOTOR CO     F US        165,793.0       (642.0)   (25,852.0)
FORD MOTOR CO     F BB        165,793.0       (642.0)   (25,852.0)
GENCORP INC       GY US           991.5       (195.1)        71.4
GLG PARTNERS INC  GLG US          400.0       (285.6)       156.9
GLG PARTNERS-UTS  GLG/U US        400.0       (285.6)       156.9
GRAHAM PACKAGING  GRM US        2,806.8       (530.7)       268.0
HCA HOLDINGS INC  HCA US       23,852.0    (10,794.0)     2,650.0
HOVNANIAN ENT-A   HOV US        1,670.1       (401.3)     1,042.4
HUGHES TELEMATIC  HUTC US         108.8        (62.4)       (16.0)
IDENIX PHARM      IDIX US          69.9        (31.1)        29.5
INCYTE CORP       INCY US         489.6        (88.6)       341.9
IPCS INC          IPCS US         559.2        (33.0)        72.1
ISTA PHARMACEUTI  ISTA US         134.2        (79.1)        15.8
JUST ENERGY GROU  JE CN         1,760.9       (328.6)      (339.4)
KNOLOGY INC       KNOL US         787.7        (15.9)        20.4
KV PHARM-A        KV/A US         294.2       (206.5)      (119.2)
KV PHARM-B        KV/B US         294.2       (206.5)      (119.2)
LIGHTING SCIENCE  LSCG US          60.0       (122.4)        28.3
LIN TV CORP-CL A  TVL US          790.5       (131.4)        30.6
LIZ CLAIBORNE     LIZ US        1,257.7        (21.7)        39.0
LORILLARD INC     LO US         3,296.0       (225.0)     1,509.0
MAINSTREET EQUIT  MEQ CN          448.9         (9.0)         -
MANNKIND CORP     MNKD US         277.3       (185.5)        55.8
MEAD JOHNSON      MJN US        2,293.1       (358.3)       472.9
MEDQUIST INC      MEDQ US         323.9        (30.6)        45.2
MOODY'S CORP      MCO US        2,540.3       (298.4)       409.2
MORGANS HOTEL GR  MHGC US         714.8         (1.8)        13.7
MPG OFFICE TRUST  MPG US        2,771.0     (1,045.5)         -
NATIONAL CINEMED  NCMI US         854.5       (318.4)        77.3
NAVISTAR INTL     NAV US        9,279.0       (832.0)     2,002.0
NEWCASTLE INVT C  NCT US        3,687.1       (247.6)         -
NEXSTAR BROADC-A  NXST US         602.5       (175.2)        53.6
NPS PHARM INC     NPSP US         228.9       (155.3)       133.8
NYMOX PHARMACEUT  NYMX US          13.5         (2.9)         8.3
OTELCO INC-IDS    OTT US          322.1         (5.2)        22.0
OTELCO INC-IDS    OTT-U CN        322.1         (5.2)        22.0
PALM INC          PALM US       1,007.2         (6.2)       141.7
PDL BIOPHARMA IN  PDLI US         316.7       (324.2)        90.7
PLAYBOY ENTERP-A  PLA/A US        165.8        (54.4)       (16.9)
PLAYBOY ENTERP-B  PLA US          165.8        (54.4)       (16.9)
PRIMEDIA INC      PRM US          212.7        (93.8)        (1.0)
PROTECTION ONE    PONE US         562.9        (61.8)        (7.6)
QUALITY DISTRIBU  QLTY US         271.3       (144.5)        35.0
QWEST COMMUNICAT  Q US         17,220.0     (1,655.0)    (1,649.0)
REGAL ENTERTAI-A  RGC US        2,492.6       (491.7)      (122.5)
RENAISSANCE LEA   RLRN US          53.8        (35.1)       (40.9)
REVLON INC-A      REV US        1,086.7       (696.4)       157.6
RIGNET INC        RNET US          93.2        (11.6)         9.5
RSC HOLDINGS INC  RRR US        2,718.0        (37.3)       (60.8)
RURAL/METRO CORP  RURL US         285.3        (98.6)        60.1
SALLY BEAUTY HOL  SBH US        1,670.4       (406.1)       371.1
SINCLAIR BROAD-A  SBGI US       1,485.9       (157.1)        36.4
SINCLAIR BROAD-A  SBTA GR       1,485.9       (157.1)        36.4
SMART TECHNOL-A   SMT US          559.1        (63.2)       201.9
SMART TECHNOL-A   SMA CN          559.1        (63.2)       201.9
SUN COMMUNITIES   SUI US        1,162.7       (132.4)         -
SWIFT TRANSPORTA  SWFT US       2,577.9        (83.2)       237.4
TAUBMAN CENTERS   TCO US        2,546.9       (527.9)         -
TEAM HEALTH HOLD  TMH US          807.7        (51.4)        17.9
THERAVANCE        THRX US         331.2        (22.4)       276.3
UNISYS CORP       UIS US        3,020.9       (933.8)       538.7
UNITED RENTALS    URI US        3,693.0        (20.0)       156.0
VECTOR GROUP LTD  VGR US          949.6        (46.2)       299.9
VENOCO INC        VQ US           750.9        (84.2)       (11.6)
VERISK ANALYTI-A  VRSK US       1,217.1       (114.4)      (480.4)
VERSO PAPER CORP  VRS US        1,516.1         (6.8)       162.4
VIRGIN MOBILE-A   VM US           307.4       (244.2)      (138.3)
VONAGE HOLDINGS   VG US           260.4       (129.6)       (67.7)
WARNER MUSIC GRO  WMG US        3,604.0       (228.0)      (602.0)
WEIGHT WATCHERS   WTW US        1,092.0       (686.7)      (348.7)
WESTMORELAND COA  WLB US          750.3       (162.4)       (35.8)
WORLD COLOR PRES  WC CN         2,641.5     (1,735.9)       479.2
WORLD COLOR PRES  WCPSF US      2,641.5     (1,735.9)       479.2
WORLD COLOR PRES  WC/U CN       2,641.5     (1,735.9)       479.2
WR GRACE & CO     GRA US        4,271.7        (68.8)     1,371.3



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***