TCR_Public/110406.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 6, 2011, Vol. 14, No. 95

                            Headlines

20 MAR VISTA: Voluntary Chapter 11 Case Summary
400 WALNUT: Court Dismisses Portions of Suit v. 4th Walnut, Ivy
ADINO ENERGY: Delays Filing of 2010 Annual Report
AGE REFINING: Chapter 11 Trustee Has Buyer for Refinery
AIROCARE INC: Former Directors Lack Derivative Standing to Sue

ALABAMA AIRCRAFT: Boeing Defends Adequate Protection Bid
ALLY FINANCIAL: Sends Initial Prospectus on Sale of Treasury Stake
AMBASSADORS INT'L: Proposes Whirpoorwill-Led Auction by May 2
AMBASSADORS INT'L: Has $10-Mil. of Financing from Proposed Buyer
AMERICA WEST: Delays Filing of 2010 Annual Report

AMERICAN APPAREL: "We're Not Going Bankrupt," CEO Dov Charney Says
AMERICAN PATRIOT: Incurs $2.29 Million Net Loss in 2010
ANGIOTECH PHARMACEUTICALS: Has Add'l Amendments to Articles
ANGIOTECH PHARMACEUTICALS: Creditors Approve Amended CCAA Plan
ARAMARK CORP: S&P Affirms 'B+' Corporate But Outlook Now Negative

ARAMARK HOLDINGS: Fitch ASSIGNS 'B' LT Issuer Default Rating
ART ONE: Case Summary & 17 Largest Unsecured Creditors
ASARCO LLC: Court Closes Cases of Two More Affiliates
ASARCO LLC: Plan Admin. to Distribute $32,363 for Forfeited Claims
ASARCO LLC: Parent Defends Counsel's $12,970 Bill

ASPIRE INTERNATIONAL: Delays Filing of 2010 Annual Report
AXION INTERNATIONAL: To File Transition Form 10-K This Month
BANK OF GRANITE: Incurs $23.66 Million Net Loss in 2010
BANKATLANTIC BANCORP: Incurs $143.25 Million Net Loss in 2010
BEACON LIGHT: Case Summary & 10 Largest Unsecured Creditors

BERNARD L. MADOFF: Judge Tosses $3-Bil. Madoff Feeder Fund Action
BIEDERMANN MANUFACTURING: Accounts Receivable Belongs to Estate
BIG WHALE: Asks for Court's Permission to Use Cash Collateral
BLACK RAVEN: Delays Filing of 2010 Annual Report
BLOCKBUSTER INC: Competing Bids Breach $300MM-Mark

BOND RANCH: Secured Creditors Win Relief from Automatic Stay
BONDS.COM: Delays Filing of 2010 Annual Report
BORDERS GROUP: Borders Inc. Files Schedules of Assets & Debts
BORDERS GROUP: Borders Inc. Files Statement of Financial Affairs
BORDERS GROUP: Rosetta Stone Records $0.9-Mil. Charge

BORDERS GROUP: Proposes to Modify Lease Terms With Landlords
BPP TEXAS: Obtains Court Nod to Tap U.S. Hotel Appraisals
BRIDGEPORT TRACTOR: Neb. Sup. Ct. Affirms Ruling on Gary's Dispute
C&H ARIZONA: Plan Confirmation Hearing Continued to April 11
CAPSALUS CORP: Delays Filing of 2010 Annual Report

CATHOLIC CHURCH: Milwaukee Wants Confidentiality for Abuse Victims
CATHOLIC CHURCH: 21 Priests Suspended in Philly Over Abuse Claims
CENTURYLINK INC: S&P Lowers Corp. Credit Rating to 'BB'
CICERO INC: Narrows Net Loss to $459,000 in 2010
CLEAN BURN: Ethanol Plant, Awaiting Lower Corn Prices, in Ch. 11

CLEAN BURN: Case Summary & 20 Largest Unsecured Creditors
COLE EQUIPMENT: Case Summary & 14 Largest Unsecured Creditors
COLEMAN CABLE: Cut by Moody's to SGL-3; Corporate Stays at 'B2'
COLLEGIUM CHARTER: S&P Raises Bond Rating From 'BB+' to 'BBB-'
COMCAM INTERNATIONAL: Delays Filing of 2010 Annual Report

COMMUNICATION INTELLIGENCE: Losses Cue Going Concern Doubt
COMMUNITY SHORES: Crowe Horwath Raises Going Concern Doubt
COMPLETE PRODUCTION: S&P Affirms 'B+' Corporate Credit Rating
COMSTOCK MINING: Expects to Report $60.3-Mil. 2010 Net Loss
COMSTOCK MINING: Delays Filing of 2010 Annual Report

COPEINCA: Fitch Affirms 'BB-' IDR; Outlook Stable
CORNERSTONE BANCSHARES: Incurs $4.71 Million Net Loss in 2010
CORUS BANKSHARES: Pla Filing Exclusivity Extended to May 30
DAIS ANALYTIC: Lowers Net Loss to $1.43 Million in 2010
DEBUT BROADCASTING: Incurs $29,359 Net Loss in 2010

DESIDERIO LUCIO CAMACUARI: Life Insurance Proceeds Are Non-Exempt
DIGITALPOST INTERACTIVE: Files for Chapter 11 Protection
DIGITILITI INC: Delays Filing of 2010 Annual Report
DILLARD'S INC: Fitch Hikes LT Issuer Default Rating to 'BB'
DJO GLOBAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable

DMA MAGNOLIA: Voluntary Chapter 11 Case Summary
DOLPHIN DIGITAL: Delays Filing of 2010 Annual Report
DRYSHIPS INC: Ocean Rig to Offer $500-Mil. of Unsec. Bonds
DRYSHIPS INC: Reports $101.86 Million Net Income in 2010
DUTCH GOLD: Delays Filing of 2010 Annual Report

E-DEBIT GLOBAL: Delays Filing of 2010 Annual Report
EAT AT JOE'S: Incurs $621,781 Net Loss in 2010
ELEPHANT TALK: Widens Net Loss to $92.48 Million in 2010
ENTREMED INC: Reznick Group Raises Going Concern Doubt
ENVIRONMENTAL SOLUTIONS: MSCM LLP Raises Going Concern Doubt

EOS PREFERRED: Reports $7.65 Million Net Income in 2010
EXTENDED STAY: Claims Objection Deadline Extended to Sept. 2
EXTENDED STAY: Court Awards $2.2-Mil. Claim to Starwood
EXTENDED STAY: Rhode Island Revenue Dept. Says Claims Are Valid
FIRST COMMUNITY BANK: Hacker Johnson Raises Going Concern Doubt

FKF 3 LLC: Plan Confirmation Hearing Adjourned to April 4
FRE REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Court Closes 128 Affiliates' Chapter 11 Cases
GENERAL GROWTH: Epiq Seeks $870,000 in Fees & Expenses
GENTA INCORPORATED: Recurring Losses Cue Going Concern Doubt

GIORDANO'S ENTERPRISES: Has Final OK to Obtain DIP Financing
GLOBAL AVIATION: S&P Affirms 'B' Corporate; Outlook Stable
GRAMERCY CAPITAL: Gets NYSE Notice Amid Delay in Filing Form 10-K
GRACEWAY PHARMACEUTICALS: S&P Sees Liquidity Issues in September
GREENBRIER COMPANIES: Closes Offering of Convertible Sr. Notes

GUIDED THERAPEUTICS: Has Post-Effective Form S-1 for 28MM Shares
GULF FLEET: Court Rules on Validity of Hillman Non-Compete Pact
HALEK ENERGY: Case Summary & 16 Largest Unsecured Creditors
HARRY & DAVID: Seeks to Employ Jones Day as Counsel
HENRY COUNTY BANCSHARES: Losses Cue Going Concern Doubt

HERITAGE CONSOLIDATED: Forms Official Creditors Committee
HOFFMASTER GROUP: Moody's Affirms 'B2' Corporate Family Rating
HYMAN FAMILY: Files for Chapter 11 Bankruptcy Protection
HYMAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
I-35 SAND: Case Summary & 20 Largest Unsecured Creditors

IGATE CORP: S&P Puts 'B+' Corporate Credit Rating; Outlook Stable
INTERNATIONAL FUEL: BDO USA Raises Going Concern Doubt
INTERVAL LEISURE: S&P Upgrades Corporate Credit Rating to 'BB+'
JEFFERSON BANK: To Be Sold to MidSouth via Ch. 11 Process
LAKE AT LAS VEGAS: Suit vs. Basses Remains in Bankruptcy Court

LANDAMERICA FINANCIAL: Standard & Poor's Withdraws 'D' Ratings
LNR PROPERTY: S&P Puts 'B-' LT Credit Rating on Watch Positive
MEDCLEAN TECHNOLOGIES: Incurs $4.57 Million Net Loss in 2010
MEDICAL CONNECTIONS: Incurs $7.78 Million Net Loss in 2010
MERUELO MADDUX: Hearing on Plan Support Withdrawal Set for April 8

MERUELO MADDUX: Equity Holders Object to Appointment Process
MESA AIR: Resolves Rejection Claims of Aircraft Finance Parties
MESA AIR: Has Settlement Allowing Arizona Rev. Dept. Claims
MESA AIR: Travis County Seeks Payment of $630,357 Admin. Claim
MILES PROPERTIES: 3 Affiliates Seek Bankruptcy Case Dismissal

MILLWORK SPECIALTIES: Ch. 11 Trustee Named to Oversee Liquidation
MONEYGRAM INT'L: Moody's Puts 'Ba1' on New Debt; Outlook Positive
MORTGAGES LTD: Judge Refuses to Dismiss Securities Fraud Suit
MUNICIPAL MORTGAGE: Going Concern Raised; Considering Chapter 11
NAKNEK ELECTRIC: Has Exclusive Right to File Plan Thru Dec. 1

NATIONAL AUTOMATION: Delays Filing of 2010 Annual Report
NATIONAL CENTURY: VI/XII Trust Files Report for Dec. 31 Quarter
NATIONAL CENTURY: UAT Files Report for Dec. 31 Quarter
NEW ORLEANS AUCTION: Case Summary & 20 Largest Unsecured Creditors
NEW STREAM: Opposing Investors Win Standing in Firm's Chapter 11

N.L.C. UNITRUST: Files Schedules of Assets and Liabilities
NORTEL NETWORKS: To Sell Patents to Google for $900 Million
NORTHCORE TECHNOLOGIES: Posts C$699,000 Net Loss in Q4 2010
NORTHWESTERN STONE: U.S. Trustee Forms Creditors Committee
NORTHWESTERN STONE: Amends Schedules of Assets and Liabilities

NUTRACEA: BDO USA Gives Going Concern Doubt to Newly Emerged Firm
ONE COMMUNICATIONS: S&P Withdraws Junk Corporate Credit Rating
OUTSOURCE HOLDINGS: Selling Jefferson Bank to MidSouth via Ch. 11
OUTSOURCE HOLDINGS: Voluntary Chapter 11 Case Summary
PARK-OHIO INDUSTRIES: Moody's Puts B3 Rating to $250MM Sr. Notes

PATIENT SAFETY: Closes $7.1 Million Common Stock Offering
PATIENT SAFETY: Delays Filing of 2010 Annual Report
PAYMENT DATA: Delays Filing of 2010 Annual Report
PITTSBURGH GLASS: S&P Assigns 'B+' Corporate Credit Rating
POINT BLANK: Files Form 15 to Deregister its Common Stock

POINT BLANK: Seeks Court OK to Implement KEIP
PONIARD PHARMA: Recurring Losses Cue Going Concern Doubt
POSITRON CORP: Incurs $10.92 Million Net Loss in 2010
POWER EFFICIENCY: Incurs $3.27 Million Net Loss in 2010
PRODUCTION RESOURCE: S&P Puts 'B-' Corp. Credit Rating on Watch

PULTE GROUP: S&P Affirms 'BB-' Corporate; Outlook Negative
R & S ST. ROSE: Case Summary & Creditors Lists
RAY ANTHONY: Has Until April 13 to Propose Reorganization Plan
RIVER EAST: Files Schedules of Assets and Liabilities
RIVER EAST: Authorized to Employ Whyte Hirschboeck as Counsel

ROBB & STUCKY: U.S. Trustee Appoints Creditors' Committee
ROBB & STUCKY: Creditors' Committee Wants Kobert as Counsel
ROBB & STUCKY: Creditors' Committee Wants BDO as Advisor
ROBB & STUCKY: Seeks to Employ L.Schultz as External Accountant
RSAS HOLDINGS: Voluntary Chapter 11 Case Summary

SAKS INC: Fitch Upgrades Issuer Default Rating to 'BB-'
SEAHAWK DRILLING: Court, FTC Approve Sale to Hercules Offshore
SEAVIEW PLACE: Asks for Court's Nod To Obtain DIP Financing
SHEARER'S FOODS: Moody's Notes of Possible Covenant Breach Ahead
SINOFRESH HEALTHCARE: Delays Filing of 2010 Annual Report

SIZZLING PLATTER: Moody's Assigns 'Caa1' Rating to $150MM Notes
SMART-TEK SOLUTIONS: Delays Filing of 2010 Annual Report
SOUTHWEST GEORGIA: Taps Mauldin & Jenkins as Accountants
SPHERIS INC: Liquidating Trustee Distributes $33.3MM to Creditors
SPX CORP: Fitch Keeps 'BB+' Issuer Default & LT Debt Ratings

STEWART ENTERPRISES: S&P Puts BB- Rating on Proposed $200MM Notes
STUDENT FINANCE: Hartford Can't Dodge $10-Mil. Bond Suit
SUMMIT BUSINESS: To Present Plan for Confirmation on May 5
SUMMIT BUSINESS: Taps Reed Smith as Bankruptcy Counsel
SUMMIT BUSINESS: Hires Whiteford Taylor as Conflicts Counsel

SUNNYSLOPE HOUSING: Hearing on Dismissal Motion Set for April 11
SWADENER INVESTMENT: Files Schedules of Assets and Liabilities
SWADENER INVESTMENT: Taps Dean Lewis and NAI Commercial as Realtor
SYLVAN I-30: Voluntary Chapter 11 Case Summary
T3 MOTION: Incurs $8.32 Million Net Loss in 2010

TERREMARK WORLDWIDE: S&P Ups $470MM Senior Notes Rating From 'B-'
TOWER APARTMENTS: Voluntary Chapter 11 Case Summary
TOWN SPORTS: S&P Revises 'B' Rating Outlook to Positive
TRAILER BRIDGE: BDO USA Raises Going Concern Doubt
TRANSAX INTERNATIONAL: Delays Filing of 2010 Annual Report

TRICO MARINE: Unit Swap Offer, Prepack Extended to April 5
VANTAGE DRILLING: S&P Affirms 'B-' Corporate Credit Rating
VIASPACE INC: Incurs $2.83 Million Net Loss in 2010
VUZIX CORP: Incurs $4.55 Million Net Loss in 2010
WASHINGTON MUTUAL: Seeks Approval of Class Action Settlement

WATERSONG APARTMENTS: Case Summary & Creditors List
WINDSOR PETROLEUM: S&P Affirms $239.1MM Sec. Term Notes BB+ Rating
WIZZARD SOFTWARE: Significant Losses Prompt Going Concern Doubt
XTL BIOPHARMACEUTICALS: Kesselman & Kesselman Raises Going Concern
ZEUS INVESTMENTS: Has Interim OK to Obtain Working Loan

* SEC Probe on China Century Sheds Light on Audit Confirmations
* Madoff, Lehman Trustees' Fees Could Bankrupt SIPC

* Barnes & Thornburg Snares Bankruptcy Pro in Midwest
* Rosenthal & Co. Integrated to Kurtzman Carson Consultants

* Upcoming Meetings, Conferences and Seminars


                           *********


20 MAR VISTA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 20 Mar Vista LLC
        7621 Reynolds Cir
        Huntington Beach, CA 92647

Bankruptcy Case No.: 11-14415

Chapter 11 Petition Date: March 30, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: David G. Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  P.O. Box 4858
                  Laguna Beach, CA 92652-4858
                  Tel: (949) 715-1500
                  Fax: (949) 715-2570
                  E-mail: david@epsteinlitigation.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Paul C. Bissin, managing member.


400 WALNUT: Court Dismisses Portions of Suit v. 4th Walnut, Ivy
---------------------------------------------------------------
Chief Bankruptcy Judge Stephen Raslavich ruled on a motion by
defendants to dismiss seven of the eight counts of the suit,
400 Walnut Associates, L.P., v. 4th Walnut Associates, L.P., Ivy
Realty LII, LLC, and Ivy Realty Services, LLC, Adv. Pro. No.
10-0456 (Bankr. E.D. Pa.).  The Plaintiff objected to the
dismissal motion.  Judge Raslavich held that Counts I through VI
must be dismissed for failure to state a claim upon which relief
may be granted.  The Motion will be denied as to Count VII, which
states a claim against all of the Defendants.  The claim for
attorney's fee, however, will be dismissed; while the claim for
punitive damages will not.

In 20101, 4th Walnut acquired the Debtor's $11,985,000 loan from
Sovereign Bank at a discount, paying only $9,550,000.

A copy of the Court's March 31, 2011 Opinion is available at
http://is.gd/P6pkNkfrom Leagle.com.

                         About 400 Walnut

400 Walnut Associates, L.P., owns the Green Tree Apartment
Building, a 67-unit luxury apartment building with one commercial
unit located on a 0.23-acre site at 400-414 Walnut Street,
Philadelphia.

400 Walnut filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 10-16094) on July 23, 2010.  Aris J. Karalis, Esq.,
and Robert W. Seitzer, Esq., at Maschmeyer Karalis P.C., represent
the Debtor.  In its schedules, the Debtor disclosed $3,971,481 in
assets and $17,530,958 in liabilities.

Affiliates 23S23 Construction, Inc. (Bankr. E.D. Pa. Case No.
09-12652) and Carriage House Condominiums, LP (Case No. 09-12647)
filed separate Chapter 11 petitions in April 2009.


ADINO ENERGY: Delays Filing of 2010 Annual Report
-------------------------------------------------
Adino Energy Corporation informed the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the period ended Dec. 30, 2010.  The Company said it
is compiling additional information required for its recently
acquired exploration and production operations.  The compilation
of this information could not be completed without unreasonable
effort or expense by the filing date, according to the Company.

                        About Adino Energy

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

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

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


AGE REFINING: Chapter 11 Trustee Has Buyer for Refinery
-------------------------------------------------------
Vicki Vaughan at My San Antonio reports that trustee handling AGE
Refining's bankruptcy, is asking for approval from Bankruptcy
Judge Leif M. Clark to approve the Debtor's refinery to a
designated buyer.  Eric Moeller, the trustee, has yet to identify
the buyer, according to the report.

"The buyer would like to close as soon as possible to take
advantage of the current market conditions," Mr. Moeller said,
according to papers filed with the court.  The trustee said the
closing the deal no later than April 21 "provides the best
recovery for the estates and the creditors."

                        About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
t Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.


AIROCARE INC: Former Directors Lack Derivative Standing to Sue
--------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer denied a motion by Jack Prouty,
Stuart Rutchik and Terrance Woodbridge, former members of
AirOcare, Inc.'s board of directors, for leave to prosecute a
derivative action against the current members of the board of
directors.

Prouty, et al., are defendants in the suit, Airocare, Inc., v.
William Chambers, et al., Adv. Pro. No. 10-1481 (Bankr. E.D. Va.).
Prouty et al.'s draft Counterclaim and Third Party Complaint
contain seven counts.  Counts 1 and 2 assert claims of breach of
fiduciary duty and unjust enrichment against the four current
directors and seek judgment against the four current directors in
favor of the movants and all other shareholders so situated.
Counts 3 through 7 assert claims of negligence, negligent
misrepresentation, intentional misrepresentation, fraud and
conspiracy and seeks judgment against the four current directors
and the debtor in favor of the movants and all other shareholders
so situated.  The movants ask for judgment against the four
current directors and the debtor for $50 million in compensatory
damages; $150 million in punitive damages; the disgorgement of
profits from unjust enrichment; and the imposition of a
constructive trust on all monies they received.

According to Judge Mayer, the former directors' assertion that
they are acting on behalf of themselves and similarly situated
shareholders sounds more like a class action than a derivative
suit on behalf of the Debtor.  However, the requirements for a
class action have not been addressed.

Judge Mayer further held that the former directors have not
satisfied the requirements for derivative standing.  There is no
consent of the Debtor, and they have not shown that the Debtor
unreasonably refused to authorize the proposed suit, that the
proposed suit is in the best interests of the Debtor or that it is
necessary and beneficial to the fair and efficient resolution of
the bankruptcy proceeding.

A copy of Judge Mayer's April 1, 2011 Memorandum Opinion is
available at http://is.gd/HN7xS7from Leagle.com.

                      About AirOcare, Inc.

Dulles, Virginia-based AirOcare, Inc., was originally for the
purpose of purchasing and developing technologies for air
purification.

AirOcare filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 10-14519) on May 29, 2010.  Frederick W. H. Carter,
Esq., at Venable LLP, in Washington, D.C.; Kristen E. Burgers,
Esq., and Lawrence Allen Katz, Esq., at Venable LLP, in Vienna,
Va.; and Stephen E. Leach, Esq., at Leach Travell Britt, PC, in
McLean, Va., assist the Debtor in its restructuring effort.  The
Debtor also tapped McGinn Intellectual Property Group PLLC for
intellectual property matters.  Indianapolis-based Wooden &
McGlaughlin LLP represents the Debtor in the lawsuit filed by Key
Electronics.  The Company disclosed $21,360,578 in assets and
$7,973,914 in debts as of the Petition Date.


ALABAMA AIRCRAFT: Boeing Defends Adequate Protection Bid
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Boeing Co. fought off
arguments from Alabama Aircraft Industries Inc. and its top
creditors who argued that Boeing shouldn't get special treatment
as it pursues claims against Alabama Aircraft, which it says did
poor work on the U.S. Air Force's aging fleet of refueling jets.
According to DBR, Boeing dodged accusations that it waived its
ability to pursue special financial privileges against Alabama
Aircraft, which it hired to help work on a $1.1 billion government
contract to repair and maintain the military jets. In court
documents filed Thursday in U.S. Bankruptcy Court in Wilmington,
Del., Boeing said it did not waive its setoff rights when it
signed a long-term contract with Alabama Aircraft.  It asked the
bankruptcy judge to approve the request for adequate protection
because it was only seeking "limited relief."  Boeing also pointed
out that it has agreed to continue paying Alabama Aircraft for its
work, providing a crucial pipeline of revenue.

As reported by the Troubled Company Reporter on March 28, 2011,
Bankruptcy Law360 said Boeing's attempt to leapfrog an $8 million
claim past secured creditors in Alabama Aircraft's bankruptcy case
could threaten the Debtors' reorganization plans and force
liquidation, attorneys said at a hearing in Delaware.
AAI's secured creditors -- the Pension Benefit Guaranty Corp. and
Special Value Bond Fund LLC -- threatened to cut off the aircraft
repair company's use of cash collateral, Law360 said.

                        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.


ALLY FINANCIAL: Sends Initial Prospectus on Sale of Treasury Stake
------------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a preliminary prospectus on Form S-1 regarding the
United States Department of Treasury's offer to sell a currently
undetermined number of shares of common stock of Ally Financial
Inc.  Ally will not receive any of the proceeds from the sale of
shares of common stock by the selling stockholder.  Citigroup
Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities
LLC and Morgan Stanley & Co. Incorporated are the underwriters of
the Offering.  A full-text copy of the preliminary prospectus is
available for free at http://is.gd/pmajMP

                        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.


AMBASSADORS INT'L: Proposes Whirpoorwill-Led Auction by May 2
-------------------------------------------------------------
Ambassadors International, Inc. has a contract for the sale of
substantially all of its assets to Whippoorwill Associates, Inc.,
absent higher and better bids.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve bid protections, auction process
and sale procedures where a newly created designee of Whippoorwill
will be the stalking horse bidder at the auction.

Whippoorwill, through certain of its discretionary funds and
accounts, is currently the sole lender under the prepetition
working capital facility, the beneficial owner of approximately
88% of the senior secured notes and a significant shareholder of
Ambassadors International, Inc.  According to the Debtors,
Whippoorwill represents the most logical purchaser for the assets.

The Stalking Horse Bidder's bid as set forth in the Stalking Horse
Agreement sets a "floor" on bids for the assets by providing for
purchase price consideration of approximately $40 million payable
in the form of (i) the payment in full in cash and assumption by
the Stalking Horse Bidder of the obligations of the Sellers under
the Prepetition Working Capital Facility and the DIP Facility;
(ii) a credit bid and release of the Sellers' obligations under
the 10% senior secured notes due 2010 issued by Ambassadors
International, Inc., in an amount of not less than $19 million;
and (iii) assumption of other liabilities.

                      The Bidding Procedures

The Debtors propose that in the event that they receive other
offers to buy their assets, an auction will be held by May 2,
2011, at 10:00 a.m. (prevailing Eastern Time).  The Debtors
propose that the deadline to submit a bid is April 29, 2011, at
4:00 p.m. (prevailing Eastern Time).  Interested bidders must
offer to pay a purchase price greater than the Purchase Price plus
an initial overbid of $250,000.

A Bid must be accompanied by (i) a certified check or wire
transfer, payable to the order of the Sellers, in the amount of
10% of the Bid, which funds will be deposited into an interest
bearing escrow account to be identified and established by the
Sellers.  The Good Faith Deposit will be retained by the Sellers
until three business days after the earlier of (i) the Closing
Date, or (ii) 20 days following the sale hearing.  The Sellers are
requesting that the Court approve the scheduling of the sale
hearing for May 6, 2011.

If a Qualified Bid other than the Stalking Horse Agreement is
selected as the highest and best bid, then the bidding will start
at the aggregate consideration for the assets and on the terms
proposed in the highest and best bid, plus $100,000.

If the Successful Bidder does not close the Sale by the Closing
Date, then the Sellers will be authorized, but not required, to
close with the party that submitted the Back-Up Bid, without a
further court order, and the Back-Up Bidder will thereafter be
deemed to be the Successful Bidder.  If the Sellers decide to
close with the Back-Up Bidder as the Successful Bidder, the
Closing Date will be extended by up to an additional 15 days.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMBASSADORS INT'L: Has $10-Mil. of Financing from Proposed Buyer
----------------------------------------------------------------
Ambassadors International, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from lenders led by Law Debenture
Trust Company of New York, as administrative and collateral agent.

Funds related to Whippoorwill Associates Inc. and certain
noteholders are providing the DIP financing.  The Company has a
contract to sell its business for $40 million to Whippoorwill,
subject to bankruptcy court approval.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
explains that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.

The DIP Lenders have committed to provide an interim amount of
$5 million and a final amount of (i) $10 million less any amounts
advanced under the interim court order as interim new money DIP
loans, and (ii) a roll-up of all outstanding prepetition working
capital facility obligations into the DIP Facility.  A copy of the
DIP credit agreement is available for free at:

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

All commitments of the DIP Lenders will terminate on the earliest
of (i) the date that is 120 days after the Petition Date; (ii) 25
days following the Petition Date, if the final court order has not
been entered by that date; and (c) the date on the maturity of the
obligations under the DIP Facility is accelerated and the
commitments under the DIP Facility are irrevocably terminated in
accordance with the DIP credit agreement.

The Debtors' ability to draw on the DIP Facility is subject to,
among other things, the Debtors' compliance with these milestones:

     (i) The Court will have entered by no later than 15 days
         following the Petition Date an order approving the bid
         protections, auction process and sale procedures for a
         sale of all or substantially all of the assets under
         Section 363 of the Bankruptcy Code.

    (ii) the Court will have entered a sale order no later than
         40 days following the Petition Date; and

   (iii) (A) with respect to a sale to Whippoorwill, the
         Debtors will consummate and close an approved sale
         consistent with the Sale Order not later than 45 days
         after the Petition Date the, and (B) with respect to a
         sale to any other party, the date that is 10 days after
         the expiration of the sale period.

All obligations under the DIP Facility will be secured by a
perfected lien on and security interests in all of the real,
personal and mixed property of the Debtors.

The DIP Lenders will have claims entitled to the benefits of
Section 364(c)(1) of the U.S. Bankruptcy Code, having
superpriority over any and all administrative expenses.

The DIP facility will incur interest at 12% per annum.  In the
event of default, the Debtors will pay a default rate of interest
at 14% per annum.

Upon the closing, the DIP Lenders will be paid a commitment fee of
$200,000.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; fees payable to professional employed in the
Debtors' case; and up to $25,000 in fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

                        Cash Collateral Use

The Debtors also ask for authorization from the Court to use cash
collateral.

The Debtors owe $9.575 million from a working capital facility
provided by Whippoorwill in March 2010.  Pursuant to a credit and
guaranty agreement, dated as of March 23, 2010, the debt is
secured on a first priority basis by substantially all the assets
of the Debtors.  The Debtors also owe $19.7 million on convertible
notes, which are secured by liens second in priority to the liens
securing the prepetition credit facility.  Wilmington Trust FSB is
the trustee for the second lien notes.  Law Debenture New York is
the agent under the prepetition working capital facility.

As adequate protection for the use of, and for any diminution in
the value of, collateral securing the Prepetition Working Capital
Facility and the second lien notes, (a) the prepetition secured
parties will be granted replacement liens and superpriority
claims, in each case, of the same relative priority as enjoyed
under the Second Lien Notes and the Prepetition Working Capital
Facility, to the extent of the postpetition diminution in value of
their respective prepetition collateral, subject, in each case, to
the Carve-Out and the DIP Superpriority Claims.

As additional adequate protection, the Prepetition Agent, the
Prepetition Lenders and the Second Lien Trustee will receive
payments in cash on a current basis of all reasonable fees, costs
and expenses of their professionals arising in connection with the
Chapter 11 cases.  The DIP Agent, the Prepetition Agent and the
Second Lien Trustee will also have the right to credit bid their
claims in any sale of the Debtors' assets.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.

                           *     *     *

The Puget Sound Business Journal reported Monday that shares in
Ambassadors International were still trading a few days after the
Seattle cruise ship company filed for Chapter 11 protection.  But
they plummeted nearly 77% in trading.  In Monday trading, shares
in Ambassadors fell $2.15, or more than 77% from Friday's close,
to close at 65 cents.

"It is expected that Ambassadors' stockholders and holders of
Ambassadors' convertible notes won't receive any distribution
following the sale and these securities will likely have little,
if any, value," the Company said in a statement announcing the
Chapter 11 filing.


AMERICA WEST: Delays Filing of 2010 Annual Report
-------------------------------------------------
America West Resources, Inc., said it is in the process of
preparing and reviewing the financial and other information to be
disclosed in the Annual Report on Form 10-K for the period ended
Dec. 31, 2010, and management does not believe the Form 10-K can
be completed on or before the prescribed due date without
unreasonable effort or expense.

                         About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company's balance sheet at Sept. 30, 2010, showed
$17.55 million in total assets, $28.50 million in total
liabilities, and a stockholders' deficit of $10.94 million.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, 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 a working capital deficit and has incurred
significant losses.

The Company reported a net loss of $8.70 million on $11.01 million
of revenue for 2009, compared with a net loss of $6.58 million on
$7.30 million of revenue for 2008.


AMERICAN APPAREL: "We're Not Going Bankrupt," CEO Dov Charney Says
------------------------------------------------------------------
American Apparel CEO and majority stockholder Dov Charney in an
exclusive interview with Counselor magazine said the company would
not go bankrupt and that reports that the company is unstable are
inaccurate.

"First of all, the announcement about us possibly seeking
bankruptcy protection is something we did as an obligation to
shareholders to explain that it's a possibility, however remote,"
said Mr. Charney, who founded American Apparel.  "In reality, to
say that the company is unstable is not accurate."

In light of recent reports that American Apparel is in financial
trouble, Mr. Charney told Counselor Senior Editor Michele Bell
that while the company suffered net losses of $86.3 million in
2010, its ad specialties sales were only down 1%.

Mr. Charney, who rarely gives interviews, reached out to shed
light on his unconventional company and his role in it.  He said
the company's ad specialty sales for the first quarter of 2011 are
up, and that he sees a very positive trend in the sale of
wholesale merchandise to the ad specialty industry.

"Things are healthier this year than last year, across the board,"
Mr. Charney said.  "We had difficulties last year in the
manufacturing process because we had to change over the workers,"
he said, referring to an immigration inspection last year that
caused the company to replace employees who appeared not to be
authorized to work in the U.S. Now with 12,000 employees, the
majority of which work in Los Angeles County, Mr. Charney said
that his workforce has produced more than enough inventory for the
season and that American Apparel's commitment to the ad specialty
industry is stronger than ever.

"There's no chance this industry has to worry about me, or
American Apparel, leaving," Mr. Charney told Counselor. "I've been
producing and selling T-shirts in this industry for more than 20
years and I'm not going anywhere.  American Apparel will be
producing T-shirts 20 years from now, I assure you."

Mr. Charney said his company has over 14 million garments in its
Los Angeles warehouse ready to ship.  "The 'can do'
entrepreneurial spirit that I love about this industry is alive
and well, and we feel it's very important for us to be successful
as a 'Made in the USA' producer to the incredible ad specialty
industry," he said.  "Yes, we got hurt a little bit with the
cotton prices, but that'll subside. American Apparel and I are
survivors. We're going to have a great year and we're not going
bankrupt."

The Neal Award-winning Counselor magazine is the voice of the
promotional products industry.  It is one of six B-to-B magazines
published by the Advertising Specialty Institute.

                         About ASI

The Advertising Specialty Institute is the largest education,
media and marketing organization serving the advertising specialty
industry, with a membership of over 26,000 distributor firms
(sellers) and supplier firms (manufacturers) of advertising
specialties.  Supplier firms use ASI print and electronic
resources to market products to over 23,000 ASI distributor firms.
Distributor firms use ASI print and electronic resources, which
contain nearly every product in the industry from more than 3,200
reputable suppliers, to locate supplier firms and to market
services to buyers.  ASI provides catalogs, information
directories, newsletters, magazines, websites and databases, and
offers e-commerce, marketing and selling tools.

                    About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

                       Bankruptcy Warning

American Apparel, Inc., if unable to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, may need to
voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code, the retailer said in its annual report on Form
10-K filed with the U.S. Securities and Exchange Commission.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$327.95 million in total assets, $252.93 million in total
liabilities and $75.02 million in total stockholders' equity.

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a substantial loss from operations and had negative
cash flow from operations for the year ended Dec. 31, 2010.  As a
result of noncompliance with certain loan covenants, debt with
carrying value of approximately $138.0 million at Dec. 31, 2010,
could be declared immediately due and payable.  Notwithstanding
the foregoing, the Company has minimal availability for additional
borrowings from its existing credit facilities, which could result
in the Company not having sufficient liquidity or minimum cash
levels to operate its business.


AMERICAN PATRIOT: Incurs $2.29 Million Net Loss in 2010
-------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K,
reporting a net loss of $2.29 million on $5.04 million of total
interest and dividend income for the year ended Dec. 31, 2010,
compared with a net loss of $4.02 million on $6.23 million of
total interest and dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $100.08
million in total assets, $97.94 million in total liabilities and
$2.14 million in total stockholders' equity.

Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred significant losses for the past four
years resulting in a retained deficit of $5,946,761.  At Dec. 31,
2010, the Company and its subsidiary were significantly
undercapitalized based on regulatory standards and has consented
to an Order to Cease and Desist with its primary federal regulator
that requires, among other provisions, that it achieve regulatory
capital thresholds that are significantly in excess of its current
actual capital levels.  The Company's nonperforming assets have
increased significantly during 2010 and 2009 related primarily to
deterioration in the credit quality of its loans collateralized by
real estate.  The Company, at the holding company level, has a
note payable that was due Feb. 28, 2011; however, the Company does
not currently have sufficient funds to pay off this note and it is
uncertain whether the lender will renew the note, or whether the
Company can raise sufficient capital to pay off the note.  This
note is securitized by 100% of the stock of the subsidiary.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/2XrwEE

                       About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at December 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."


ANGIOTECH PHARMACEUTICALS: Has Add'l Amendments to Articles
-----------------------------------------------------------
Angiotech Pharmaceuticals, Inc., on April 4, 2011, announced that,
in connection with its creditor protection proceedings under the
Companies' Creditors Arrangement Act (Canada), upon implementation
of the Second Amended and Restated CCAA Plan of Compromise or
Arrangement concerning, affecting and involving Angiotech and
certain of its subsidiaries certain additional amendments will be
made to the Company's articles.

In particular, the Company's articles will be amended to provide
that:

    * Subject to certain exceptions, holders of the Company's new
      common shares to be issued pursuant to the Amended Plan will
      generally be afforded pre-emptive rights with respect to
      certain future equity issuances by the Company prior to any
      initial public offering;

    * Subject to a de minimis exception, in connection with any
      sale by a New Common Shareholder that owns 45% or more of
      the outstanding New Common Shares, tag along rights will be
      provided to other New Common Shareholders to allow them to
      participate in such sale should they elect to do so;

    * Any offer by the Company to purchase or redeem any of its
      New Common Shares shall be made to all New Common
      Shareholders on a pro rata basis, subject to an exception
      relating to purchases pursuant to management incentive or
      other stock-based compensation plans;

    * Any going private transaction will require the approval of
      the board of directors as well as a fairness opinion;

    * Any transaction between the Company and a New Common
      Shareholder holding, alone or with its affiliates, 66% or
      more of the outstanding New Common Shares may not be
      completed unless (i) it is on arm's length terms; and (ii)
      if the transaction involves consideration in excess of
      $25 million, the Company has obtained a fairness opinion in
      respect of such transaction.  In addition, if any such
      transaction requires approval by special resolution, such
      transaction must also be approved by an ordinary resolution
      passed by the New Common Shareholders, excluding any Special
      Majority Shareholder;

    * The initial term of each member of the new board of
      directors appointed in connection with the CCAA Proceedings
      will expire upon the election or appointment of new
      directors at the Company's third annual shareholders'
      meeting following the implementation the Amended Plan;

    * The size of the board of directors will be set at seven
      members, subject to adjustment by special resolution; and

    * Shareholders' meetings may be held at any place inside or
      outside Canada as designated by the board of directors.

Alvarez & Marsal Canada Inc., as Monitor of the Angiotech Entities
in the CCAA Proceedings, as well as the holders of a majority of
the aggregate outstanding principal amount of the Company's 7.75%
Senior Subordinated Notes due 2014, have respectively consented to
the implementation of the Additional Amendments. As contemplated
by the Amended Plan, the Additional Amendments will be filed with
the Supreme Court of British Columbia in advance of the meeting of
the Angiotech Entities' creditors to be held on April 4, 2011.

More information about the Angiotech Entities' restructuring
process, including the text of the Additional Amendments, can be
found at http://www.angiotech.com/and on the Web site of the
Monitor, at http://www.alvarezandmarsal.com/angiotech

                  About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.

As reported by the Troubled Company Reporter on Feb. 21, 2011, the
Supreme Court of British Columbia accepted for filing a plan of
compromise or arrangement, with terms and conditions materially
consistent with Angiotech's recapitalization transaction.  The
Canadian Court granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4.  The purpose of the meeting is for the Affected Creditors
to consider and vote on the Plan.  If the Plan is approved by the
required majority of Affected Creditors, the Angiotech Entities
intend to bring a further motion on or about April 6 seeking a
sanctioning of the Plan by the Court.  The Canadian Court also
granted an order establishing a procedure for the adjudication,
resolution and determination of claims of Affected Creditors for
voting and distribution purposes under the Plan and fixing a
claims bar date of March 17, 2011.


ANGIOTECH PHARMACEUTICALS: Creditors Approve Amended CCAA Plan
--------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., on April 4, 2011, announced that
the affected creditors of Angiotech and certain of its
subsidiaries have unanimously approved the Second Amended and
Restated Plan of Compromise or Arrangement, affecting and
involving the Angiotech Entities pursuant to the Companies'
Creditors Arrangement Act (Canada).

The Angiotech Entities are scheduled to seek an order of the
Supreme Court of British Columbia sanctioning the Amended Plan on
April 6, 2011.  Should the Court approve the Amended Plan, the
Angiotech Entities will proceed with the implementation of the
Amended Plan following the satisfaction or waiver of all
conditions precedent.

At the meeting of affected creditors on April 4, Alvarez & Marsal
Canada Inc., in its capacity as the Court-appointed monitor,
reported that 100% of the votes registered by the Angiotech
Entities' affected creditors were in favor of the Amended Plan.

To be accepted, the Amended Plan required approval by a majority
in number representing at least two-thirds of the total value of
the affected creditors' voting claims.

                  About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C.
Sec. 1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.

As reported by the Troubled Company Reporter on Feb. 21, 2011, the
Supreme Court of British Columbia accepted for filing a plan of
compromise or arrangement, with terms and conditions materially
consistent with Angiotech's recapitalization transaction.  The
Canadian Court granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4.  The purpose of the meeting is for the Affected Creditors
to consider and vote on the Plan.  If the Plan is approved by the
required majority of Affected Creditors, the Angiotech Entities
intend to bring a further motion on or about April 6 seeking a
sanctioning of the Plan by the Court.  The Canadian Court also
granted an order establishing a procedure for the adjudication,
resolution and determination of claims of Affected Creditors for
voting and distribution purposes under the Plan and fixing a
claims bar date of March 17, 2011.


ARAMARK CORP: S&P Affirms 'B+' Corporate But Outlook Now Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Philadelphia-based ARAMARK Corp. to negative from stable.  "At the
same time, we affirmed our 'B+' corporate credit rating on the
company.  In addition, we assigned our 'BB' issue-level rating
to ARAMARK's proposed amended and extended $500 million U.S.
dollar denominated revolving credit facility due 2015," S&P
stated.

"The '1' recovery rating indicates our expectation that lenders
would receive very high (90% to 100%) recovery in a payment
default scenario," said Standard & Poor's credit analyst Jeffrey
Burian.  ARAMARK's remaining $165 million revolving credit
facilities, due 2013, will remain in place.  The maturity of
the extended U.S. revolving credit facility would accelerate to
October 2013 or October 2014 if certain debt maturing in January
2014 or February 2015, respectively, is not repaid or refinanced,"
S&P related.

"At the same time, we assigned a 'B+' corporate credit rating to
Philadelphia-based ARAMARK Holdings Corp., (Holdings) the ultimate
parent company of ARAMARK Corp.  In addition, we assigned a 'B-'
issue-level rating to Holdings proposed $600 million senior
unsecured PIK toggle notes due 2016, issued under Rule 144A
without registration rights, and a '6' recovery rating which
indicates our expectations that these debt holders would receive
negligible (0 to 10%) recovery in a payment default.  The outlook
is negative," S&P noted.

"For analytical purposes, we view ARAMARK and Holdings as one
economic entity," S&P related.

Net proceeds from Holdings' new notes issuance along with about
$132.7 million of borrowings under the company's revolving credit
facility will be used to fund an approximate $711.7 million
dividend to its private equity sponsors and existing management,
and pay related fees.

"The outlook revision reflects our view of a more aggressive
financial policy than had previously been incorporated into the
rating, following ARAMARK's planned $714 million debt financed
dividend to its financial sponsors and management.  As a result,
we estimate that credit measures (including our standard
adjustments) will weaken from current levels, including leverage,
as measured by total debt to EBITDA of about 6.7x on a pro forma
basis up from about 6x for the 12 months ended Dec. 31, 2010," S&P
stated.

"Our ratings on Philadelphia-based ARAMARK reflect its highly
leveraged financial profile and considerable cash flow
requirements needed to fund its interest and capital expenditures.
We believe ARAMARK benefits from its good position in the
competitive, fragmented markets for food and support services
and uniform and career apparel.  These positions have translated
into a sizable stream of recurring revenues and healthy cash flow
generation.  We characterize ARAMARK's business risk profile as
satisfactory and its financial risk profile as highly leveraged,"
S&P added.


ARAMARK HOLDINGS: Fitch ASSIGNS 'B' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has assigned these initial ratings to ARAMARK
Holdings Corp. (Holdings Corp.):

   -- Long-term Issuer Default Rating (IDR) 'B';

   -- Senior unsecured notes 'CCC/RR6'.

Fitch has also taken these rating actions on ARAMARK Corp.
(ARAMARK):

   -- Long-term IDR affirmed at 'B';

   -- Secured bank credit facilities affirmed at 'BB/RR1';

   -- Senior unsecured notes due 2015 upgraded to 'B-/RR5' from
      'CCC/RR6';

   -- Senior unsecured notes due 2012 affirmed at 'CCC/RR6'.

The Rating Outlook is Stable.

These rating actions affect approximately $5.8 billion of debt
outstanding at Dec. 31, 2010.

ARAMARK's ratings reflect its high financial leverage, the
company's historically stable operating performance and its solid
cash flow generation.  The company's credit profile is further
supported by its strong market share position as a top 3 global
provider of Food and Support Services (FSS) and as the second
largest provider of Uniform and Career Apparel (UCA) in the U.S.
ARAMARK's diversified customer base and the consistently high 90%
plus contract client retention rate adds to the relatively
stability of its business.

The company announced that Holdings Corp. is issuing $600 million
of privately placed PIK notes.  Holdings Corp. is the indirect
parent of ARAMARK.  The proceeds of the notes in conjunction with
a draw on ARAMARK's secured revolving credit facility will be used
to pay a special dividend to the stockholders of ARAMARK Holdings
Corp. The notes are structurally subordinate to all of ARAMARK's
existing debt.  The terms of the PIK notes, including a change of
control put, are similar to the 2015 notes.  The new notes and the
draw on the senior secured revolving facility together totaling
$732.7 million is expected increase the leverage of ARAMARK
Corporation 0.7 times (x) to 6.4x based on operating EBITDA
reported for the LTM period ended Dec. 31, 2010.

Credit metrics for the period ended Dec. 31, 2010 were in line
with Fitch's expectations.  Fitch expects that credit statistics
can improve modestly in the near term due to improving operating
conditions after taking into account the funding of the special
dividend.  Total debt to EBITDA increased to 5.7x at the latest
LTM period from 5.4x at the fiscal year ended Oct. 1, 2010.  The
increase was largely due to the balance sheet treatment of
ARAMARK's $250 million receivables securitization facility which
was recognized on balance sheet by the company starting in the
quarter ended Dec. 31, 2010.  The remainder of the increase was
due to funding the working capital usage which is typical for the
company during the period. This is reflected in the FFO adjusted
leverage, which already accounted for the receivables
securitization.  FFO adjusted leverage ticked up slightly to 6.0x
from 5.9x over the same period.  Operating EBITDA to Gross
Interest improved slightly to 2.3x from 2.2x.

The upgrade of ARAMARK's 2015 notes to 'B-' from 'CCC' is due to
improved recovery prospects.  Operating EBITDA has grown since
bottoming in fiscal 2009.  Fitch has also increased the recovery
multiple applied to operating EBITDA due to the stability of the
business throughout the recent recession.

ARAMARK's liquidity is sufficient.  At Dec. 31, 2010, the company
had $452.2 million of availability under its revolving credit
facilities and $90.6 million in cash.  In addition to the Holdings
Corp. note issuance, ARAMARK is seeking to increase its U.S.
dollar revolver to $500 million from $435 million and extend the
maturity to Jan. 26, 2015 from Jan. 26, 2013.  The maturity date
is contingent upon repayment of certain outstanding debt.  Since
Dec. 31, 2010, ARAMARK has used draws on the facility to fund the
$154.1 million acquisition of Masterplan and, as mentioned
previously, partially fund a special dividend to ARAMARK Holdings
Corp.'s stockholders.  However, liquidity is expected to remain
adequate because funds flow from operations is anticipated to
remain solid.

ARAMARK is in compliance with all of its debt covenants.
ARAMARK's maximum consolidated secured debt ratio of 5.0x steps
down by 0.25x increments annually every June 30 until 2013.  At
Dec. 31, 2010, the ratio (as defined by its credit agreement) was
3.47x, leaving the company significant cushion.  Fitch estimates
that EBITDA as defined by the company's credit agreement would
have to decline by roughly 30% to breach this covenant.  ARAMARK's
ability to incur additional debt and make restricted payments is
limited by a minimum interest coverage ratio of 2.0x.  At Dec. 31,
2010, the ratio (as defined by its credit agreement) was 2.5x.
Fitch does not anticipate a violation of this covenant.


ART ONE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ART One Hickory Corporation
          aka ART Two Hickory Corporation
        6731 Bridge Street, Suite 373
        Fort Worth, TX 76112

Bankruptcy Case No.: 11-42024

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Robert A. Simon, Esq.
                  BARLOW GARSEK & SIMON, LLP
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200
                  E-mail: rsimon@bgsfirm.com

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

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

The petition was signed by Ronald F. Akin, president.

Debtor's List of 17 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Regis Property Mgmt                Property Management    $101,382
1800 Valley View Lane              Fees
Dallas, TX 75234

West Electrical Services           Trade Debt              $81,945
11252 Goodnight Lane, Suite 500
Dallas, TX 75229

International Building Service     Trade Debt              $12,035
P.O. Box 59975
Dallas, TX 75229

Reliant Energy Solutions           Electricity             $11,316

Mercer Crossing Commercial         Development              $3,753
                                   Association Dues

Gary Morgan ENeterprises LP - V    Trade Debt               $3,753

Entech Sales & Services            Trade Debt               $2,893

Corporate Green Inc                Trade Debt                 $877

Lighting Supply Inc                Trade Debt                 $740

C & D Commercial Services          Trade Debt                 $262

DSS Fire Inc                       Trade Debt                 $180

Aramark Uniform Service            Trade Debt                 $146

Pride Restroom Services & Sale     Trade Debt                 $142

Dallas County Tax Assessor         Property Taxes               $1

Cathay Bank                        Mortgage                     $0

Cathay Bank                        Mortgage                     $0

Internal Revenue Service           --                           $0


ASARCO LLC: Court Closes Cases of Two More Affiliates
-----------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas amended the Aug. 25, 2010, final
decree and order closing the bankruptcy cases of ASARCO LLC's
debtor affiliates, to add two more debtor affiliates in the list
of debtor cases to be closed.

The additional cases to be closed are:

   Company Name                               Case No.
   ------------                               --------
   Encycle, Inc.                              05-21305
   Government Gulch Mining Company, Limited   05-21887

Encycle, Inc., and its wholly owned subsidiary, Encycle/Texas,
Inc., filed for protection under Chapter 11 of the United States
Bankruptcy Code on August 26, 2005.  Encycle Inc. and
Encycle/Texas are both ASARCO subsidiaries.  Encycle/Texas used
to operate a large hydrometallurgical processing complex that
chemically recovers the metals in waste and by-product materials
that are received from a variety of manufacturing companies
nationwide.

Government Gulch Mining Company, Limited, was among the 10 non-
operating ASARCO subsidiaries that filed for bankruptcy
protection on October 13, 2005.

The Court's recent ruling brings the number of closed ASARCO
affiliate cases to 24.  The 22 ASARCO cases closed in August 2010
are:

   Company Name                               Case No.
   ------------                               --------
   Lac d'Amiante Du Quebec Ltee               05-20521
   CAPCO Pipe Company, Inc.                   05-20522
   Cement Asbestos Products Company           05-20523
   Lake Asbestos of Quebec, Ltd.              05-20524
   LAQ Canada, Ltd.                           05-20525
   ASARCO Consulting, Inc.                    05-21346
   ASARCO Master, Inc.                        05-21883
   Bridgeview Management Company, Inc.        05-21884
   ASARCO Oil and Gas Company, Inc.           05-21886
   ALC, Inc.                                  05-21888
   Covington Land Company                     05-21892
   AR Mexican Explorations, Inc.              05-21893
   American Smelting and Refining Company     05-21894
   Southern Peru Holdings, LLC                06-20774
   AR Sacaton, LLC                            06-20775
   ASARCO Exploration Company, Inc.           06-20776
   Wyoming Mining and Milling Company         08-20197
   Alta Mining and Development Company        08-20198
   Tulipan Company, Inc.                      08-20199
   Blackhawk Mining and Dev. Co., Ltd.        08-20200
   Peru Mining Exploration and Dev. Co.       08-20201
   Green Hill Cleveland Mining Company        08-20202

Judge Schmidt designated ASARCO LLC's bankruptcy case, Case No.
05-21207, as the surviving case.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Plan Admin. to Distribute $32,363 for Forfeited Claims
------------------------------------------------------------------
As reported in the Feb. 8, 2011 edition of the Troubled Company
Reporter, Plan Administrator Mark A. Roberts asks Judge Richard
Schmidt to (i) approve subsequent distribution to Reorganized
ASARCO LLC of funds in the Undeliverable and Unclaimed
Distribution Reserve pursuant to the Reorganized Debtors'
Confirmed Plan of Reorganization and the Confirmation Order, and
(ii) authorize him to distribute certain forfeited distributions
to ASARCO as a subsequent distribution.  The Plan Administrator
sought authority to make a Subsequent Distribution for $275,500 to
ASARCO from the Reserve.

In his order, Judge Richard Schmidt ruled that the Asarco Plan
Administrator's motion to distribute unclaimed funds is deemed
moot solely with regard to Claim No. 10114490 asserted by the
Federal Mine Safety and Health Administration.  The Court noted
that the Plan Administrator and MSHA discovered that the Claim was
superseded in its entirety by Claim No. 2985, which has been paid
in full by the Plan Administrator.

The Plan Administrator is authorized and directed to make a
subsequent distribution in the principal amount of $32,363 with
respect to forfeited claims, plus postpetition interest
calculated at the Plan Rate through and including the Effective
Date of the Plan, to Reorganized ASARCO LLC.  A list of the
forfeited claims for distribution is available for free at:

  http://bankrupt.com/misc/ASARCO_ForfeitedClaims_031511.pdf

In accordance with Section 13.4(b) of the Confirmed Plan of the
Reorganization, each Claimant listed for Forfeited Distributions
is deemed to have waived its rights to payment or distribution
under the Plan; will have no further Claim in respect of the
distribution; and will not participate in any further
distributions under the Plan with respect to their Claim.

Notwithstanding any provisions under the Plan or the Confirmation
Orders to the contrary, the Plan Administrator is authorized and
directed to redeliver the distributions of these claims in
accordance with instructions received in writing or by e-mail by
counsel to the Plan Administrator from the claimants or their
authorized representatives:

  Claimant                           Claim No.      Amount
  --------                           ---------      ------
  Service Pump & Supply, Inc.         10004982     $15,456
  Tucson Electric Power Co.           10004760       8,089
  Chemscan Process Analyzers          10005868       3,924
  Solvay Minerals (Use # 319850)      10004917       3,113
  Tucson Electric (Use # 333240)      10004759         881
  Solvay Minerals, Inc.               10004918         204
                                                    ------
                                     Total         $31,669

If the distribution checks are not deposited within 60 calendar
days of the mailing of the checks by the Plan Administrator, then
the Plan Administrator is authorized and directed to deliver the
distributions, plus Postpetition Interest calculated at the Plan
Rate through and including the Effective Date of the Plan, as a
Subsequent Distribution to Reorganized ASARCO and each claimant
will be deemed to have waived its rights to payment or
distribution under the Plan; will have no further Claim in
respect of the distribution; and will not participate in any
further distributions under the Plan with respect to the Claim.

The Court adjourned to April 28, 2011, the hearing with respect
to all other affected claimants, including these Claimants
represented by American Property Locators:

  Claimant                           Claim No.      Amount
  --------                           ---------      ------
  Swift Transportation Co., Inc.      10004885     $32,681
  Industrial Radiator Service, Co.    10005452      24,401
  Staver Foundry Co.                  10004853      14,609
  Outokumpu Wenmec Ab                     8356       7,089
  Wahl, Roy                           10006526       6,100
  Grimes, Roy                            10394       5,000
  Third Party Solutions               10004810       4,131
  Staffing Solutions                  10004847       4,105
  Working Rx, Inc.                    10004676       2,557
  Canyon State Oil Company, Inc.      10006153       2,277
  Amarillo Landscaping                10005979       1,950
  Hughes, Gary F.                     10006245       1,933
  Alloys and Act                      10005966       1,820
  Quarles & Cearley                   10005073       1,765
  Industrial Radiator Service Co      10005451       1,040

Judge Schmidt directs the Plan Administrator to file a notice on
the Court's docket two business days prior to the hearing, if
any, for which there remains any dispute under any applicable
law, rules, or court orders regarding the authority of American
Property Locators to act on behalf of the APL Claimants.

Entry of the Court's order is without prejudice to the right of
either the Plan Administrator or Reorganized ASARCO to seek
further relief under Section 13.4 of the Plan as other
distributions to holders of Allowed Claims become Forfeited
Distributions, Judge Schmidt maintained.  Neither the Plan
Administrator nor Reorganized ASARCO, Judge Schmidt added, will
have any obligation to seek further relief under Section 13.4 of
the Plan as to any distributions that become Forfeited
Distributions in the future under Section 13.4, which provision
is deemed self-effecting, and the Plan Administrator is
authorized to remit to Reorganized ASARCO the future Forfeited
Distributions without further Court order.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Parent Defends Counsel's $12,970 Bill
-------------------------------------------------
Appellees Asarco Incorporated and Americas Mining Corporation
asserts that the objection filed by the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, AFL-CIO, against their
counsel's $12,970 Bill of Costs should be overruled and that the
Bill should be allowed in its entirety.

The Bill represents fees for printed or electronically recorded
transcripts necessarily obtained for use in the case.  The Bill
was submitted in connection with the appeals taken by the Union
and Sterlite (USA) Inc. and Sterlite Industries (India) Ltd. from
the United States District Court for the Southern District of
Texas' November 13, 2009 Memorandum Opinion, Order of
Confirmation, and Injunction, which was affirmed by the Court of
Appeals for the Fifth Circuit in an Opinion and Judgment issued
on December 13, 2010, confirming a plan of reorganization
sponsored by the Parent.

Sterlite joined USW's objection, but did not assert additional
grounds.

Counsel to the Parent, Dion W. Hayes, Esq., at McGuirewoods LLP,
in Richmond, Virginia, contends that because the USW or Sterlite
may yet pursue further appeal to the Supreme Court of the United
States, the District Court should defer decision on the Bill
until the appeal process is complete.  He adds that the District
Court may exercise its discretion to enlarge the time within
which the prevailing party or parties may file a bill of costs in
the case after the expiration of the appeal period or after all
appeals are exhausted, whichever is later.

Mr. Hayes also asserts that the transcript costs are taxable
because each transcript was obtained for use in the case.  He
explains that while the determination of necessity must be made
in light of the facts known when the transcript was requested,
the introduction of the testimony from a transcript is not a
prerequisite for finding that it was necessary.  He argues that
even if the Court of Appeals did not cite each and every
transcript in its order dismissing the appeal, that fact does not
support the USW's inference that the transcripts for which
reimbursement are sought were not necessary for determination of
the appeal.

The transcripts involved relate solely to the confirmation trial
in the Bankruptcy Court, which the District Court relied upon in
issuing the Confirmation Order and which was the subject of
Appellants' unsuccessful appeal, Mr. Hayes points out.  He
insists that the USW gave the erroneous impression that it
ordered and paid for the transcripts that were designated in the
record on appeal.

"Had the Appellees not ordered the transcripts and paid the
transcription costs, no transcripts would have been available for
designation in the record," Mr. Hayes says.  "In any event,
necessity is determined at the time the transcripts are ordered -
- not many months later after the Court of Appeals declines to
issue a lengthy opinion dismissing Appellants' otherwise moot
appeal," he continues.

Accordingly, the Appellees, as the prevailing parties, ask the
District Court to instruct the Clerk of Court to tax the
requested costs against Appellants Asarco Inc. and AMC.

                         *     *     *

Judge Andrew S. Hanen denied as moot certain pending requests
before the District Court, including ASARCO's request to
establish procedures related to solicitation of votes on plans of
reorganization proposed for the Debtors; Salt River Project
Agricultural Improvement and Power District's request to alter or
amend judgment; and the Parent's request for emergency hearing on
its motion regarding referral of matters to the Bankruptcy Court.
Judge Hanen maintained that these motions have all been resolved
by District Court Orders or other Court action.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASPIRE INTERNATIONAL: Delays Filing of 2010 Annual Report
---------------------------------------------------------
Aspire International, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-k for the period ended Dec. 31, 2010.  The
Company said it did not obtain all information prior to filing
date and attorney and accountant could not complete the required
legal information and financial statements and management could
not complete Management's Discussion and Analysis of such
financial statements by March 31, 2011.

                    About Aspire International

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

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

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

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


AXION INTERNATIONAL: To File Transition Form 10-K This Month
------------------------------------------------------------
On Jan. 18, 2011, Axion International Holdings, Inc., changed its
fiscal year end to Dec. 31.  The Company is obligated to file a
Transition Report on Form 10-K within 90 days from the date of
such change.

                     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 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.


BANK OF GRANITE: Incurs $23.66 Million Net Loss in 2010
-------------------------------------------------------
Bank of Granite Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $23.66 million on $44.80 million of total interest income
for the year ended Dec. 31, 2010, compared with a net loss of
$25.62 million on $52.64 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $875.84
million in total assets, $851.45 million in total liabilities and
$24.39 million in total stockholders' equity.

Dixon Hughes PLLC, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in 2010 and 2009, primarily from higher
provisions for loan losses.  Bank of Granite Corporation's wholly-
owned bank subsidiary is under a regulatory order that requires,
among other provisions, higher regulatory capital requirements.
The Bank did not meet the higher capital requirements as of
Dec. 31, 2010 and is not in compliance with the regulatory
agreement.  Failure to comply with the regulatory agreement may
result in additional regulatory enforcement actions.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/8F3xh7

                       About Bank of Granite

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

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

                      Cease and Desist Order

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

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

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


BANKATLANTIC BANCORP: Incurs $143.25 Million Net Loss in 2010
-------------------------------------------------------------
BankAtlantic Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K. reporting a
net loss of $143.25 million on $176.31 million of total interest
income for the year ended Dec. 31, 2010, compared with a net loss
of $185.82 million on $223.59 million of total interest income
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.50 billion
in total assets, $4.49 billion in total liabilities and $14.74
million in total equity.

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

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEACON LIGHT: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beacon Light Vineyards, LLC
        1964 Beacon Light Road
        Eagle, ID 83616

Bankruptcy Case No.: 11-00892

Chapter 11 Petition Date: March 31, 2011

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

Judge: Terry L. Myers

Debtor's Counsel: Matthew Todd Christensen, Esq.
                  ANGSTMAN, JOHNSON & ASSOCIATES, PLLC
                  3649 N. Lakeharbor Lane
                  Boise, ID 83703
                  Tel: (208) 384-8588
                  Fax: (208) 853-0117
                  E-mail: mtc@angstman.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb11-00892.pdf

The petition was signed by Marianne DeShazo, managing member.


BERNARD L. MADOFF: Judge Tosses $3-Bil. Madoff Feeder Fund Action
-----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Deborah A. Batts of the U.S.
District Court for the Southern District of New York on Wednesday
dismissed a consolidated securities class action alleging units of
Tremont Group Holdings Inc. that were feeder funds to Bernard L.
Madoff's Ponzi scheme cost investors some $3 billion.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $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 $6.85 billion in claims by
investors has been allowed, with $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.


BIEDERMANN MANUFACTURING: Accounts Receivable Belongs to Estate
---------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse rules that Biedermann
Manufacturing Industries, Inc.'s accounts receivable are property
of the estate.

Branch Banking and Trust Company objected, alleging that the
accounts were not property of the estate because of its
prepetition levy, and thus could not be used by the Debtor
pursuant to 11 U.S.C. Sec. 363.  After a preliminary hearing, an
interim order authorizing use of cash collateral was entered on
Nov. 17, 2010.  In that order, the court noted the parties'
agreement to defer the issue of whether the accounts are property
of the Debtor's estate without prejudice to the rights and
arguments of either party.  The Debtor values its accounts on its
schedules at $313,070.

The Debtor entered into a $900,000 term loan and a $150,000 line
of credit with BB&T on Oct. 14, 2008, and granted BB&T a security
interest in all existing and after-acquired accounts, inventory,
equipment, general intangibles and related proceeds.  A UCC
Financing Statement was filed with the Connecticut Secretary of
State on Oct. 31, 2008.

In his March 31, 2011 Order, available at http://is.gd/IITQ3Qfrom
Leagle.com, the judge directed any customer who received BB&T's
prepetition levy notice to resume all payments on outstanding
accounts to the Debtor.

                  About Biedermann Manufacturing

Based in Raleigh, North Carolina, Biedermann Manufacturing
Industries, Inc., is a Connecticut corporation engaged since 1983
in the business of manufacturing precision screw machine products.
The Debtor operates in Thomaston, Connecticut; Raleigh, North
Carolina; and Westminister, South Carolina.  The Debtor sells its
products to equipment manufacturers throughout the United States
and internationally.

Biedermann filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 10-09207) on Nov. 8, 2010, represented by John A. Northen,
Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP.  In its
petition, the Debtor disclosed $1,071,393 in assets and $3,453,126
in debts.


BIG WHALE: Asks for Court's Permission to Use Cash Collateral
-------------------------------------------------------------
The Big Whale, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Wisconsin to use the cash collateral
securing debts to prepetition lenders American Home Mortgage
Servicing, Inc., M&I Marshall & Ilsley Bank, North Shore Bank,
Securant Bank & Trust, and Waterstone Bank.

Justin M. Mertz, Esq., at Kerkman & Dunn, explains that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtor will use cash collateral pursuant to a
budget, a copy of which is available for free at:

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

American Home, et al., hold mortgage notes secured by the Debtor's
properties.  The Debtor's owners -- Steve Lindner and his sister,
Debra Lindner -- have personally guaranteed the amounts due to the
lenders.

In exchange for the cash collateral use, the Debtor will grant
each Lender a replacement lien of the same priority to the same
extent and in the same collateral as the Lender had prepetition.

The Debtor proposes to make cash payments to each Lender.
Payments will commence on May 1, 2011, and be made payable to each
Lender drawn by check from the Debtor's operating account.  The
Debtor proposes to continue making the adequate protection
payments each month during the pendency of the Debtor's case.

The Debtor will provide these reports: (i) its receipts and
disbursements once a month consistent with the Debtor's monthly
reporting requirements for its chapter 11 case; and (ii) monthly
balance sheets and income statements by the 20th day of the
following month.

The Debtor will not comply with loan terms which relate to
insolvency or the filing of the Debtor's Chapter 11 case.

The Debtor has requested an April 8, 2011, 10:00 a.m. final
hearing on its request to use cash collateral.

                          About Big Whale

Headquartered in Milwaukee, Wisconsin, The Big Whale, LLC, owns
approximately 49 parcels of real property in Milwaukee County,
Wisconsin.  Those properties contain 138 rentable residential and
commercial units.  The Big Whale owns one industrial warehouse
property, which is leased to various commercial/manufacturing
tenants that operate their respective businesses in the building.
The rental units are used to produce rental income from individual
residential and commercial tenants.  The Big Whale is a Wisconsin
limited liability company jointly owned and managed by Steve
Lindner and his sister, Debra Lindner.

The Big Whale filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Wis. Case No. 11-23756) on March 21, 2011.  Justin M. Mertz,
Esq., at Kerkman & Dunn, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,278,647 in
total assets and $13,613,203 in total debts as of the Petition
Date.


BLACK RAVEN: Delays Filing of 2010 Annual Report
------------------------------------------------
Black Raven Energy, Inc., notified the U.S. Securities and
Exchange Commission that it is still completing and addressing
certain disclosure issues to insure adequate disclosure of
information to be included in its Annual Report on Form 10-K for
the year ended Dec. 31, 2010.  The Company will file its Annual
Report on Form 10-K for the year ended Dec. 31, 2010 within the
15 day extension period.

                         About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On February 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

The Company's balance sheet at Sept. 30, 2010, showed
$12.54 million in total assets, $20.62 million in total
liabilities, and a stockholders' deficit of $8.08 million.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On January 16, 2009, the Bankruptcy Court entered an order
confirming PRB Energy reorganization plan.  The Plan became
effective February 2, 2009.

As reported in the Troubled Company Reporter on April 14, 2010,
Deloitte & Touche LLP, in Denver, expressed substantial doubt
about Black Raven's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and a stockholders'
deficit.


BLOCKBUSTER INC: Competing Bids Breach $300MM-Mark
--------------------------------------------------
The Wall Street Journal's Mike Spector and Dow Jones Newswires'
Joseph Checkler report that the auction Blockbuster Inc. continued
well into the evening on Tuesday.

According to the report, after several rounds of public bidding in
a federal bankruptcy court in Manhattan, a group of hedge funds
led by Monarch Alternative Capital had offered $308.1 million,
putting it in the lead.

The report recounts the day's events: Dish Network Corp. opened
the auction on Tuesday morning with a $284 million bid.  Investor
Carl Icahn, Blockbuster bondholder, countered with $310.6 million
that would send only $164.2 million to creditors.  According to
the report, the Monarch-led group's bid that came afterward was
deemed "higher and better" by Blockbuster's representatives; it
would send $166.7 million to creditors.

Mr. Icahn has teamed with several liquidators in his pursuit of
Blockbuster, including Great American Group and Tiger Capital
Group.

The Monarch-led group, also Blockbuster bondholders, offered a
stalking-horse bid of $290 million in February.

South Korea's SK Telecom Co., and a liquidators' team consisting
of Gordon Brothers Group and Hilco Merchant Resources had also
submitted early bids for Blockbuster.  According to the report, SK
Telecom offered $284.5 million for Blockbuster before one of Mr.
Icahn's bids, saying it had reached deals with three of the top
movie studios that ship the company DVDs that would add $50
million in value for creditors and keep the company as a going
concern.

The report relates Neil Augustine, a Blockbuster banker from
Rothschild Inc., told SK Telecom's lawyer the bid failed to top a
prior offer from the Monarch-led group.

"I think, for the reasons I've articulated, we can't fathom how
you've come to that conclusion," said David Feldman, the Korean
mobile operator's lawyer from Gibson, Dunn & Crutcher, the report
notes. SK Telecom soon after dropped out of the auction.

The report relates a person familiar with the matter said
Blockbuster could close many more or all of its stores depending
on who wins the auction.

The report notes Gordon Brothers and Hilco had discussed with
Blockbuster closing all its remaining stores.  But they didn't
speak up during the auction and the specific plans each bidder had
for Blockbuster remained unclear.

According to the report, shortly before 6 p.m., auction
participants left the courthouse and decamped to the offices of
law firm Cadwalader, Wickersham & Taft a few blocks away to
continue the sale proceedings, which were expected to last well
into the night.  According to the report, Dish was mulling whether
to make another bid to kick off the rest of the auction, which was
closed to reporters.

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

The hearing for approval of the sale is scheduled for April 7.

                    Liquidators Joining Bidding

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
of liquidators joining the auction for Blockbuster.  Great
American Group Inc., Tiger Capital Group LLC, Gordon Brothers
Group LLC and Hilco Merchant Resources LLC are bidding, Mr.
Rochelle points out, citing a person familiar with the matter.
Mr. Rochelle says the presence of the liquidators makes it unclear
how much if any of the chain would continue operating after the
sale.  Even the noteholder group has the right to close stores.
Barring a doubling of the price, the sale may not generate enough
cash so anything is left to cover expenses of the Chapter 11 case
after paying off secured noteholders, Mr. Rochelle says.

                     About Blockbuster Inc.

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

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

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.

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.

The Bank of New York Trust Company, N.A., as trustee under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

Cobalt Video Holdco LLC, the purchaser, is represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented byRobert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.


BOND RANCH: Secured Creditors Win Relief from Automatic Stay
------------------------------------------------------------
Del Rio Springs Loan Partners, LLC and James Brown and Robert
O'Rear asked the U.S. Bankruptcy Court for the District of Arizona
to dismiss the Chapter 11 case of The Bond Ranch at Del Rio
Springs, LLC, for "cause" under Section 1112 of the Bankruptcy
Code.

The Secured Creditors complained that during the nine months since
the Petition Date, the Debtor:

   * has not made any monthly payments to the Secured Creditors on
     account of the Secured Creditors secured claims;

   * has not paid real property taxes which have occurred
     postpetition;

   * has incurred all or most of $150,000 in legal fees;

   * has not filed monthly operating reports since that for May
     2010;

   * may not have paid required fees to the U.S. Trustee for
     Region 14;

   * has not, since it was authorized to do so on August 24, 2010,
     filed and processed a further amended disclosure statement;

   * has not filed and sought confirmation of a further amended
     plan;

   * has not demonstrated in the context of a $14 million
     appraisal and a gimmicky $15.275 million conditional purchase
     "offer" which on a net basis would produce far less a
     reasonable likelihood of rehabilitation;

   * has not adequately protected the interests of the Secured
     Creditors and other secured creditors;

   * has permitted substantial and continuing loss to the Debtor's
     estate;

   * has permitted substantial and continuing diminution of the
     Debtor's estate; and

   * has not, as a single asset real estate debtor, proceeded in
     good faith to seek timely confirmation of its proposed plan
     of reorganization.

                         *     *     *

According to minutes of a March 9, 2011 hearing before Judge
Redfield T. Baum, the Secured Creditors have reviewed their
position and seek stay relief.  However, if the Court denies stay
relief, the Secured Creditors would like the case dismissed.

Counsel to the Debtor, Brad Cosman, Esq., at Squire, Sanders &
Dempsey, told the bankruptcy judge that the Debtor responded to
the Motion to Dismiss and sought 90 days to allow the Debtor time
to sell the property.  If the Debtor is unable to do so, it will
consent to stay relief.  Counsel to the Secured Creditors, Gary G.
Keltner, Esq., at Jennings, Strouss & Salmon, P.L.C. said there is
a trustee sale pending.

Accordingly, the Court granted the Secured Creditors' motion for
relief from the automatic stay.  "The Debtor has a narrow window
to find a buyer and could seek a restraint if they have a real
deal," Judge Baum said.

              About The Bond Ranch at Del Rio Springs

The Bond Ranch at Del Rio Springs LLC, filed for Chapter 11
protection in Phoenix (Bankr. D. Ariz. Case No. 10-
10174) on April 8, 2011.  The Debtor, also known as The Bond Ranch
and as Del Rio Springs, estimated assets in the range of
$50 million to $100 million and debts ranging from $10 million to
$50 million.


BONDS.COM: Delays Filing of 2010 Annual Report
----------------------------------------------
Bonds.com Group, Inc., notified the U.S. Securities and Exchange
Commission that its annual report for the period ended Dec. 31,
2010, cannot be filed within the prescribed time period without
unreasonable expense or delay based on delays experienced in the
finalization of the audit of the Company's Dec. 31, 2010 financial
statements and the Company's annual report on Form 10-K as a
result of the Company's recent focus on completing a significant
equity financing.  The Company's annual report on Form 10-K is
expected to be filed within the 15-day extension permitted by the
rules of the Securities and Exchange Commission

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company's balance sheet at Sept. 30, 2010, showed $1,565,132
in total assets, $9,823,058 in total liabilities, and a
stockholders' deficit of $8,257,925.

In its Form 10-Q for the quarter ended Sept. 30, 2010, the Company
noted that since its inception, it has generated limited revenues
and has incurred a cumulative net loss of $23,619,174.  As of
Sept. 30, 2010, the Company has a working capital deficit of
$5,796,898, including approximately $1,050,000 and $82,000 of
outstanding notes payable to related parties and other,
respectively, and $22,153 of outstanding convertible notes payable
due within the next 12 months.

"The Company faces a liquidity crisis," the Form 10-Q added.  "If
the Company is unable to raise sufficient capital in the very near
term, it may experience an interruption or cessation of its
business and may be forced to seek reorganization or liquidation
under U.S. bankruptcy laws.  For these reasons and others, there
is substantial doubt about the Company's ability to continue as a
going concern."


BORDERS GROUP: Borders Inc. Files Schedules of Assets & Debts
-------------------------------------------------------------

A.   Real Property                                             -

B.1  Cash on hand
     Store funds                                     $1,553,597
     Petty cash                                          20,363
B.2  Bank Accounts
     PNC Bank Overnight Sweep Inv. Acct.             10,570,196
     Bank of America Waldenbooks Concentration Acct.  1,860,117
     US Bank Store Bank Account                         916,156
     PNC Bank Payroll Controlled Disbursement Acct.     685,927
     Bank of America Store Bank Account                 562,370
     Key Bank Store Bank Account                        531,260
     Union Bank Store Bank Account                      508,936
     PNC Bank Store Bank Account                        354,719
     Bank of America Store Bank Account                 351,381
     PNC Bank Store Bank Account                        311,255
     Comerica Bank Store Bank Account                   290,493
     JP Morgan Chase Bank Store Bank Account            258,353
     JP Morgan Chase Bank Store Bank Account            191,204
     Banco Popular Store Bank Account                   185,831
     Others                                           4,128,857
     See http://bankrupt.com/misc/BISchedB2BankAccts.pdf

B.3  Security Deposits with public utilities
     Bank of America Merchant Services                  500,000
     American Express                                   498,910
     Discover Card                                      225,000
     Emkay Inc.                                         135,000
     Emkay Inc.                                          92,500
     Westfield Concession Mgmt.                          49,500
     Autoridad de Energia Electrica, Mayaguez, PR        27,000
     Gulf Power                                           8,000
     Florida Power and Light                              7,200
     Massachusetts Port Authority                         5,000
     Public Services                                      2,250
     Colorado Springs                                       300
     Ohio Bureau of Workers Comp.                           267
     City of Eureka, CA                                     100
B.5  Books, artworks, miscellaneous objects         Undetermined
B.13 Stock and interests                            Undetermined
     See http://bankrupt.com/misc/BISchedB13StockInterests.pdf
B.14 Interests in partnerships or joint ventures
     Borders/JGE Joint Venture LLC                 Undetermined
B.16 Accounts receivable
     Intercompany receivable
       Borders Group, Inc.                          557,851,612
       Borders Direct, LLC                          179,793,794
       Borders Intl. Services, Inc.                   3,664,910
       Borders Online, Inc.                         (15,769,138)
       Borders Properties, Inc.                    (447,250,959)
     Accounts receivable from vendors                11,917,773
     Other accounts receivable                       11,507,317
     Credit card clearing
       VISA/MC                                        9,659,100
       AMEX                                           1,072,182
     Others                                           4,919,978
     See http://bankrupt.com/misc/BISchedB16AcctsReceivable.pdf
B.18 Other liquidated debts                            1,053,443
     See http://bankrupt.com/misc/BISchedB18LiquidatedDebts.pdf
B.22 Patents, copyrights                            Undetermined
     See http://bankrupt.com/misc/BISchedB22Patents.pdf
B.23 Licenses, franchises and others
     SBC License                                   Undetermined
B.28 Office equipment, furnishings, and supplies
     Leasehold improvements                          99,239,151
     Furniture                                       54,712,444
     Equipment                                       18,133,183
     PC software                                     13,431,053
     PC equipment                                     5,734,296
B.30 Inventory
     Capitalized Inventory Costs                     39,188,000
     Inventory Balance
      Distribution Center #7091                      22,288,571
      Distribution Center #7090                      22,481,296
      Distribution Center #7030                      17,853,590
      Distribution Center #7054                       9,791,590
      Distribution Center #7032                       7,461,235
      Distribution Center #9030                       3,553,258
      Store #0356                                     2,512,951
      Store #0133                                     2,001,599
      Store #0120                                     1,988,405
      Store #0225                                     1,964,801
      Store #0050                                     1,926,637
      Store #0592                                     1,922,738
      Store #0057                                     1,873,744
      Store #0330                                     1,863,344
      Store #0200                                     1,846,283
      Store #0566                                     1,823,843
      Store #0258                                     1,822,494
      Store #0405                                     1,807,290
      Inventory not assigned to
       specific store locations                       1,902,749
      Others                                        490,846,557
      See http://bankrupt.com/misc/BISchedB30Inventory.pdf
B.35 Other personal property
     Mortgage Note Receivable
      Torrance, CA store                              6,608,000
      Harrisburg, PA Distribution Center              1,953,000
     Prepaid rent
      Ann Arbor, MI store                             6,194,183
      Boynton Beach, FL                               2,514,555

    TOTAL SCHEDULED ASSETS                       $1,190,492,893
    ===========================================================

C. Property Claimed as Exempt                     Not applicable

D. Creditors Holding Secured Claims
   Secured Debt
    Bank of America, N.A. - Revolver Facility      $196,469,250
    GA Capital, LLC - Term Loan                      48,919,245
   Letters of Credit Outstanding
    Dominion Virginia Power                             127,252
    Florida Power and Light                             104,052
    Northern Indiana Public Service                      16,115
    Paradies-Rhode Island, LLC                           35,000
    Port Authority of NY & NJ                           178,200
    Southern California Edison                          400,000

E. Creditors Holding Unsecured Priority Claims
   Tax Claims                                      Undetermined
    See http://bankrupt.com/misc/BISchedE1TaxClaims.pdf
   Severance Claims
    Gary M. Bale                                         11,725
    William A. Dandy                                     11,725
    Anthony J. Grant                                     11,725
    John J. Melnick                                      11,725
    Lawrence A. Norton                                   11,725

F. Creditors Holding Unsecured Nonpriority Claims
   Trade Payables
    Penguin Putnam Inc.                              42,542,806
    Hachette Book Group USA                          36,850,128
    Random House                                     35,161,393
    Simon & Schuster Inc.                            29,090,286
    HarperCollins Publishers                         28,981,082
    Macmillan                                        12,719,258
    John Wiley and Sons Inc.                         12,192,885
    Perseus Distribution Services                     8,613,160
    Source Interlink Companies                        6,797,320
    Twentieth Century Fox                             6,493,767
    Seattles Best Coffee Inc.                         5,882,855
    Diamond Comic Distributors                        5,519,252
    F&W Media Inc.                                    5,148,023
    Houghton Mifflin Company                          4,560,091
    Sony Music Entertainment Inc.                     4,370,995
    U M G D                                           3,756,577
    Perfect Timing Inc.                               3,632,707
    The McGraw-Hill Companies                         3,155,410
    Pearson Education Inc.                            3,095,316
    Rosetta Stone Ltd.                                2,992,945
    Sony Pictures Home Ent.                           2,836,708
    WM Norton & Company Inc.                          2,154,999
    Workman Publishing Company                        2,078,146
    EMI Music Marketing                               2,037,410
    Zindervan Corporation                             2,010,671
    National Book Network Inc.                        1,980,944
    Elsevier Science                                  1,781,820
    Thomas Nelson Publishers                          1,772,471
    Hay House Inc.                                    1,760,463
    Meadwestvaco                                      1,702,809
    Workman Pub Co.                                   1,602,179
    Trends International LLC                          1,597,779
    Publications International Ltd.                   1,444,221
    Papyrus-Recycled Greetings                        1,324,353
    Hachette Book Group                               1,288,403
    Barrons Educational Series Incorporated           1,216,137
    Triumph Books Corp.                               1,096,518
    Others                                          104,531,777
    See http://bankrupt.com/misc/BISchedF1TradePayables.pdf
   Litigation & Environmental                      Undetermined
    See http://bankrupt.com/misc/BISchedF2EnvlClaims.pdf
   Employees Holding Unsecured Claims
    Lawrence A. Norton                                  468,275
    David S. Laverty                                    400,000
    William A. Dandy                                    388,275
    David R. Marsico                                    280,000
    John J. Melnick                                     268,275
    Anthony J. Grant                                    254,275
    Michael A. Steele                                   119,942
    Gary M. Bale                                        160,390
    Patricia Wynn                                        98,000
    William W. Christensen                               58,279
    Jennifer S. Lovin                                    49,546
    Arthur L. Keeney                                     42,308

    TOTAL SCHEDULED LIABILITIES                    $644,669,368
    ===========================================================

                        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: Borders Inc. Files Statement of Financial Affairs
----------------------------------------------------------------
Borders, Inc. earned income from operation of business during the
two years immediately preceding the Petition Date:

        Fiscal Year End                 Amount
        ---------------             --------------
            2010                    $2,177,101,597
            2009                     2,625,283,632
            2008                     3,113,082,986

Borders Inc. also earned income other than from operation of
business during the two years immediately before the Petition
Date:

        Fiscal Year End                 Amount
        ---------------             --------------
            2010                       $11,953,082
            2009                                 0
            2008                        11,797,534

Borders Senior Vice President of Restructuring Holly Etlin
discloses that the Debtor made payments, totaling $556,548,070,
to creditors within 90 days immediately preceding the Petition
Date, a schedule of which is available for free at:

     http://bankrupt.com/misc/BordersInc_SofA3b.pdf

Borders Inc. also made payments, totaling $48,423,388, to
insiders within one year immediately before the Petition Date, a
schedule of which is available for free at:

        http://bankrupt.com/misc/BordersInc_SofA3c.pdf

Borders Inc. is a party to about 75 lawsuits and administrative
proceedings, a schedule of which is available for free at:

        http://bankrupt.com/misc/BordersInc_SofA4a.pdf

The Company assigned a property to Inland Western Lansing
Eastwood, LLC on February 11, 2011.

The Company donated gifts or charitable contributions, totaling
$378,710, within one year immediately preceding the Petition
Date, a schedule of which is available for free at:

       http://bankrupt.com/misc/BordersInc_SofA7.pdf

Borders Inc. made payments related to debt counseling or
bankruptcy, totaling $9,673,650, within one year immediately
preceding the Petition Date, a schedule of which is available for
free at http://bankrupt.com/misc/BordersInc_SofA9.pdf

The Company reported lease assignments worth $9,150,000 within
two years immediately preceding the Petition Date, a schedule of
which is available for free at:

      http://bankrupt.com/misc/BordersInc_SofA10a.pdf

The Company closed about 324 financial accounts within one year
immediately preceding the Petition Date, a list of which is
available for free at:

      http://bankrupt.com/misc/BordersInc_SofA11.pdf

These officers kept or supervised the keeping of books and
records of Borders Inc. within two years immediately before the
Petition Date:

   Name                        Title
   ----                        -----
   Glenn Tomaszewski           Vice President
   Mark Bierley                Former Chief Financial Officer
   Scott Henry                 Current Chief Financial Officer

Ernst & Young LLP audited the books and records of Borders Inc.
within two years immediately before the Petition Date.

Messrs. Tomaszewski and Henry were in possession of the books and
records of Borders Inc.

The Company reported that several inventory were taken at its
various stores, a schedule of which is available for free at:

        http://bankrupt/com/misc/BordersInc_SofA20a.pdf

Therese Tierney was in charge of the inventories reported
possessed records for those inventories.

Borders Inc.'s officers and stockholders who directly own,
control, or hold 5% or more of the equity securities of the
corporation are:

                                      Nature of    % of
                                        Stock      Stock
  Name/Title                         Ownership   Ownership
  ----------                         ----------  ---------
  Daniel R. Angus                       N/A          N/A
  Vice President

  Borders Group, Inc.           Legal Ownership      100%
                                of Wholly Owned
                                    Subsidiary

  Jason D. Cline                        N/A          N/A
  Vice President

  Joanna Cline                          N/A          N/A
  Vice President

  Michele M. Cloutier                   N/A          N/A
  Executive Vice President

  Michael J. Edwards                    N/A          N/A
  Member, Board of Directors and
  President, Chief Executive Officer

  James M. Frering                      N/A          N/A
  Senior Vice President

  Scott D. Henry                        N/A          N/A
  Member, Board of Directors and
  Executive Vice President,
  Chief Financial Officer, &
  Treasurer

  Edward J. Jackson                     N/A          N/A
  Vice President, Assistant
  Treasurer & Assistant
  Secretary

  Eric A. Kovats                        N/A          N/A
  Regional Vice President

  Lynda Y. Pak                          N/A          N/A
  Vice President

  Kathryn M. Popoff                     N/A          N/A
  Vice President

  Rosalind L. Thompson                  N/A          N/A
  Senior Vice President

  Glen Tomaszewski                      N/A          N/A
  Vice President

  Beatrice Vicente                      N/A          N/A
  Regional Vice President

The Debtor's former officers are:

    Name                         Title
    ----                         -----
    Gary M. Bale                 Senior Vice President
    William A. Dandy             Senior Vice President
    David S. Laverty             Senior Vice President
    Lawrence A. Norton           Senior Vice President
    Anthony J. Grant             Vice President
    David R. Marsico             Regional Vice President
    Thomas Carney                Executive Vice President
    Patricia Wynn                Vice President
    Scott Brown                  Vice President
    Nelson D. Clark              Vice President
    William W. Christensen       Regional Vice President
    Michael A. Steele            Regional Vice Presdient
    Sheree Solaiman              Senior Vice President
    Jennifer S. Lovin            Vice President
    John J. Melnick              Regional Vice President
    Mark R. Bierley              Member, Board of Directors and
                                 Executive Vice President,
                                 Chief, Financial Officer &
                                 Treasurer

                        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: Rosetta Stone Records $0.9-Mil. Charge
-----------------------------------------------------
Rosetta Stone Inc. recorded a charge of $0.9 million associated
with the potential loss of its accounts receivable from Borders
Group, Inc. as a result of Borders' bankruptcy filing during the
quarter ended December 31, 2010, Rosetta disclosed in its Form
10-K filing with the U.S. Securities and Exchange Commission for
the year ended December 31, 2010.

Rosetta also changed the accounting for revenue and bookings for
the three months ended December 31, 2010, for Borders on a cash
basis, which reduced both revenue and bookings by approximately
$1.7 million and $2 million respectively.  "Additional store
closures by Borders could result in more inventory liquidations
and negatively impact sales of our products by other retailers,"
Rosetta said.

Rosetta develops, markets, and sells language learning solutions
consisting of software, online services, and audio practice tools
primarily under the Rosetta Stone brand.

                        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 to Modify Lease Terms With Landlords
------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates seek authority from
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to modify terms of certain of their lease
agreements.

The Debtors are parties to 650 unexpired real property leases for
their retail stores with hundreds of landlords.  The Debtors and
their professionals have been reviewing the Leases to determine
whether to close underperforming stores and maximize
profitability of their store footprint.  In connection with this
process, the Debtors also renegotiate Leases where, with certain
concessions from landlords, the reduction in costs is sufficient
to result in otherwise unprofitable stores becoming profitable.

During the two-year period prior to the filing of their Chapter
11 cases, the Debtors obtained rent concessions of about $38.3
million at 154 of their locations and closed 35 unprofitable
stores.

The Debtors relate that they will continue closing stores where
they are unable to turn a profit without modifications to the
corresponding Leases.  Indeed, the Debtors recently closed at
least 226 of its store locations.

While the Debtors believe it is important to close
underperforming locations, they also believe it is beneficial
first to try to obtain concessions from landlords that can turn
an underperforming store into a profitable location, Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New
York, tells the Court.  To that end, the Debtors aver that they
would like to continue negotiating rent concessions during their
Chapter 11 cases to determine which stores to close, subject to
their ability to renegotiate the terms of applicable Leases.
However, given that certain of the Lease Modification Agreements
contain releases, including releases of preference claims, the
Debtors filed this request.

Specifically, the Debtors propose to include these Modified Lease
terms in the proposed Lease modification agreements:

  * Reductions of base rent;

  * Reductions or extensions of lease terms;

  * Reductions or elimination of option terms;

  * Reconciliations and settlements of additional rent charges
    and disputes, including, but not limited to, common area
    maintenance taxes, insurance, and other costs that are
    typically added to base rent;

  * Recapture and early termination rights;

  * Granting administrative claim status for the difference in
    rent if the applicable Lease is ultimately rejected;

  * Continuous operations obligations;

  * Waivers or modifications to "exclusive use" provisions;

  * Waivers or modifications to "prohibited use" restrictions;

  * Agreement to a Landlord's waiver of all or a portion of
    unpaid prepetition rent;

  * A Landlord's stipulation for extension of time for the
    Debtors' right to assume or reject the Lease;

  * Occupancy cost conversions, example "gross rent" or
    "percentage rent" only plus additional rent charges;

  * "Percentage rent" added as an occupancy cost obligation;

  * Preference waivers;

  * Release provisions;

  * Inclusion of an obligation by the Debtors to provide sales
    reporting;

  * Modification or elimination of co-tenancy clauses; or

  * Reductions in gross leasable area.

The Lease Modification Agreements may also contain provisions for
the preservation of a landlord's claim under Section 502(b)(6) of
the Bankruptcy Code in the pre-Lease modification rent amount.
Despite the fact that the rent under the Lease is being reduced,
landlords may assert unsecured or administrative claims for the
full amount of rent under the Lease if the Lease is ultimately
rejected.

Mr. Glenn insists that the Debtors' renegotiation of lease terms
is an ordinary course transaction and is consistent with their
prepetition practices.  "Continuing negotiations is a core
strategy of the Debtors and an integral part of these Chapter 11
cases," he avers.

However, to ensure that the Lease Modification Agreements are
beneficial to their estates, the Debtors propose to provide, on a
"professionals' eyes only" basis, written notice and copy of the
Lease Modification Agreement via e-mail or overnight mail to
counsel for the Official Committee of Unsecured Creditors and the
DIP Lenders, which parties will have three days to object to the
Lease Modification Agreement by serving via e-mail the objection
on the Debtors' counsel.  If no objection is timely served, the
Debtors will schedule a hearing before the Court for approval of
the Lease Modification Agreement.

Mr. Glenn asserts that the proposed Approval Procedures benefit
the Debtors' estates because if the Debtors were forced to
disclose the Lease Modification Agreements in separate motions,
their bargaining power would be severely compromised to the
detriment of their estates.  Filing motions to obtain approval of
the hundreds of modified Leases would also create a costly and
unnecessary burden on the Debtors' estates, he adds.

The Court is set to 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)


BPP TEXAS: Obtains Court Nod to Tap U.S. Hotel Appraisals
---------------------------------------------------------
BPP Texas, LLC and its debtor affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Texas to employ U.S. Hotel Appraisals to provide hotel
appraisal services to the Debtors.

As the Debtors' appraiser, USHA will:

   (a) conduct on-site inspections of the Hotels to determine the
       current physical condition and functionality of the Hotels,
       improvements, furniture, fixtures, and equipment and assess
       each Hotel's operations;

   (b) evaluate nearby lodging facilities, projects under
       construction, and growth patterns to ascertain each Hotel's
       competitive position and interview various professionals
       with knowledge of the same;

   (c) analyze data gathered from USHA's inspections, evaluations,
       and interviews of professionals to determine each Hotel's
       market orientation and competitive position;

   (d) develop income and expense projections corresponding to the
       level of activity, quality of operations, projected
       occupancy, and average rate of each Hotel;

   (e) estimate the market value of each Hotel by engaging in an
       income capitalization approach and, when relevant and
       comparable data is available, a cost approach and sales
       comparison approach valuation;

   (f) prepare a written report documenting USHA's fieldwork,
       analyses, and value conclusions for all of the Hotels in a
       self-contained format that conforms to the standards of the
       Appraisal Institute and the Appraisal Foundation; and

   (g) provide testimony, if appropriate, at a hearing or
       deposition in the Debtors' bankruptcy cases.

USHA has agreed to perform those appraisal services on a flat fee
basis at its customary rates for appraisal services of the same
scope and complexity as the services to be performed in this
bankruptcy case.  USHA's flat fee is $5,000 for the appraisal of
each Hotel,thereby aggregating $110,000.  Of the Fee amount, the
Debtors will provide USHA with a $40,000 retainer, which USHA
will continue to hold and will not apply without authority from
the Court and, if the Court deems necessary, not until after
notice and an opportunity for other parties-in-interest to object.
In the event the Court approves the Retainer, the balance of the
Fee -- $70,000 -- will be paid by the Debtors upon USHA's
submission of the Written Report.

Alternatively, the entire Fee amount -- $110,000 - will be paid by
the Debtors upon USHA's submission of the Written Report and
following the Court's approval of the Debtors' payment of the Fee.
The Fee does not cover fees and expenses related to testimony
provided by an employee or professional of USHA in the Debtors'
bankruptcy cases.  The agreed-upon fee for a professional or
employee of USHA to testify at a hearing or deposition in the
Bankruptcy Case is $400 per hour or $3,200 per day.

Daniel McCoy, a senior managing director at USHA, disclosed that
that his firm has been retained to represent certain parties in
matters unrelated to this Chapter 11 case, a schedule of which is
available for free at http://bankrupt.com/misc/BPP_USHAClients.pdf

Mr. McCoy insisted that USHA is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                        About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BRIDGEPORT TRACTOR: Neb. Sup. Ct. Affirms Ruling on Gary's Dispute
------------------------------------------------------------------
Gary's Implement, Inc., appeals the judgment in favor of
Bridgeport Tractor Parts, Inc., in the amount of $1,250,000.
Bridgeport Tractor cross-appeals the denial of its motion for
restitution.  The issues on appeal are whether the district court
properly admitted the testimony of a particular expert; whether
the court properly instructed the jury on the issue of damages;
and whether Bridgeport Tractor is entitled to recover sums
allegedly paid in execution of the original judgment, which was
subsequently reversed.  In an April 1, 2011 decision, the Supreme
Court of Nebraska affirmed.

The dispute arose from transactions related to the sale of a
business by Gary's Implement to Bridgeport Tractor.  On July 15,
1998, Gary's Implement entered into a contract to sell its
"salvage and used parts business" to Bridgeport Tractor.  The
contract was accompanied by a non-competition agreement.  The
contract which embodies this sale is made up of the agreement, the
promissory note, the non-competition agreement, and the bill of
sale.  Pursuant to the agreement, Bridgeport Tractor purchased the
equipment, inventory, and all goodwill and other intangible assets
of the business.  The agreement called for periodic payments by
Bridgeport Tractor over a period of 5 years.  The non-competition
agreement provided that Gary's Implement was prohibited from
engaging in "the agricultural and machinery salvage and used, new
or rebuilt agricultural parts business" within 150 miles of
Bridgeport, Nebraska, for a period of 5 years.  The non-
competition agreement expired on July 15, 2003.

The appellate case is Gary's Implement, Inc., appellant and cross-
appellee, v. Bridgeport Tractor Parts, Inc., formerly known as
Gary's Tractor Parts, Inc., appellee and cross-appellant, No.
S-10-122 (Neb. Sup. Ct.).  A copy of the Nebraska Supreme Court's
decision is available at http://is.gd/x7UqEtfrom Leagle.com.

Gary's Implement is represented by:

          Howard P. Olsen, Jr., Esq.
          Steven W. Olsen, Esq.
          John F. Simmons, Esq.
          SIMMONS OLSEN LAW FIRM, P.C.
          1502 2nd Ave.
          Scottsbluff, NE 69361
          Tel: 308-632-3811
          Fax: 308-635-0907
          http://www.simmonsolsen.com

Bridgeport Tractor Parts is represented by:

          David A. Domina, Esq.
          DOMINA LAW GROUP, P.C., L.L.O.
          2425 S. 144th St.
          Omaha, NE 68144
          Tel: 402-493-4100
          Fax: 402-493-9782

Bridgeport Tractor Parts, Inc., filed a petition for Chapter 11
bankruptcy (Bankr. D. S.D. 03-_____) in South Dakota in 2003.  The
South Dakota bankruptcy court determined that the petition was not
filed in good faith.  The bankruptcy case was dismissed April 2,
2004.


C&H ARIZONA: Plan Confirmation Hearing Continued to April 11
------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona has ordered that the hearing to consider
confirmation for C&H Arizona-Stucky, LLC's proposed plan of
reorganization will be continued to April 11, 2011, at 1:30 p.m.

The Court issued the ruling at the request of C&H Arizona's
attorney, Edwin B. Stanley, Esq.  Mr. Stanley advised that Robb &
Stucky filed a bankruptcy petition in Florida and thus, suggested
the confirmation hearing adjournment.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
the Debtor filed a plan that would pay secured claims in full over
a five-year period.  General unsecured claims will be paid in
full, with interest, in two installments.  The first installment
of 50% of the principal and all accrued interest will be paid on
the Effective Date.  The second installment of all remaining
principal and all accrued interest will be paid six months after
the Effective Date.  Administrative convenience claims (claims of
$9,000 or less) will be paid in full on the Plan Effective Date.

A full-text copy of the disclosure statement explaining the terms
of the Chapter 11 plan is available for free at:

        http://bankrupt.com/misc/C&HArizona_AmendedDS.pdf

                   About C&H Arizona-Stucky, LLC

Walnut Creek, California-based C&H Arizona-Stucky, LLC, is the
owner and current operator of a 113,071 square feet retail
shopping center located at 15440 North Scottsdale Road,
Scottsdale, Arizona.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-21165) on July 7, 2010.
Simbro & Stanley, PLC, represents the Debtor.  The Company
disclosed $18,064,966 in assets and $9,167,574 in liabilities as
of the Petition Date.


CAPSALUS CORP: Delays Filing of 2010 Annual Report
--------------------------------------------------
Capsalus Corp. informed the U.S. Securities and Exchange
Commission that its accountants have not completed their audit of
the Company's internally generated financial statements for the 12
months period ended Dec. 31, 2010.

                        About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company's balance sheet at Sept. 30, 2010, showed
$3.03 million in total assets, $4.58 million in total liabilities,
and a stockholders' deficit of $1.55 million.

The Company has accumulated losses totaling $18.64 million from
inception through Sept. 30, 2010, and a net working capital
deficit of $2.26 million as of Sept. 30, 2010.


CATHOLIC CHURCH: Milwaukee Wants Confidentiality for Abuse Victims
------------------------------------------------------------------
The Archdiocese of Milwaukee seeks authority from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
establish certain special confidentiality procedures to protect
abuse victims/survivors.

The Archdiocese says that in preparing the Confidentiality Motion,
it has consulted on multiple occasions with the U.S. Trustee and
with the counsel to the Official Committee of Unsecured Creditors.
While final agreement on all of the details of the Confidentiality
Motion was not reached, the Confidentiality Motion represents the
Archdiocese's attempt to distill and include as many common
procedural requests as practical, Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells Judge
Kelley.

The Archdiocese introduced an independent voluntary mediation
program in January 2004 to address claims against it by Abuse
Survivors.  The Mediation Program, which was created in
collaboration with Professor Eva M. Soeka, director of Marquette
University's Center for Dispute Resolution, was designed to offer
dignity, flexibility and a wide range of options to Abuse
Survivors, Mr. Diesing avers.

Mr. Diesing relates that Abuse Survivors participate voluntarily
in the Mediation Program, they work with the Archdiocese to select
a mutually agreeable independent mediator, and there is no
obligation on the part of any Abuse Survivor to agree to a
mediated settlement after participating in the Mediation Program.
He emphasized that the Abuse Survivors control their level of
participation in the Mediation Program.  Around 192 Abuse
Survivors settled their claims against the Archdiocese through the
Mediation Program, he added.

One of the main principles of the Mediation Program is its
adherence to strict Abuse Survivor confidentiality, Mr. Diesing
says.  He explains that during the mediation process, the
archdiocesan representative explicitly agreed to hold the identity
of the Abuse Survivor, the fact of the existence and terms of the
Settlements confidential, and not to divulge any aspect of the
mediation to any third party without the express consent of the
Abuse Survivor that is a party to the Settlement.

None of the Settlements, however, prohibit or restrict the Abuse
Survivors from divulging the existence of the Settlements or the
terms of the Settlements to any third party, Mr. Diesing asserts.
In another words, he says, the Abuse Survivor is provided
exclusive control over the decision whether to publicly reveal his
or her identity and claim.

Approximately 170 Abuse Survivor settlements have been
substantially completed, and the Archdiocese has fully paid all
known financial obligations to the Settled Abuse Survivors under
the terms of the Settlements, Mr. Diesing discloses.  He contends
that because some of the Settlements contain obligations to pay
for additional therapy if needed, some of the Settled Abuse
Survivors may have future claims.

While only a portion of the Settlements contain explicit terms
prohibiting disclosure of the Abuse Survivors' identities, the
Archdiocese believes that Section 107(b) of the Bankruptcy Code
authorizes the Court to protect the confidentiality of the Abuse
Survivors.

Pursuant to the terms of certain Settlements, the Archdiocese owes
approximately $702,000 to 22 Abuse Survivors, Mr. Diesing relates.
He tells the Court that while the terms of the settlement
agreements vary, the Archdiocese is scheduled to make
approximately $311,000 in installment payments to the In-
Settlement Abuse Survivors in 2011, and the remaining $391,000 is
scheduled to be paid in installments concluding by December 31,
2015.  He adds that some In-Settlement Abuse Survivors are also
receiving therapy paid for by the Archdiocese.

Hence, in a separate but related request, the Archdiocese asks the
Court's authority, pursuant to Section 363(b) of the Bankruptcy
Code, to (i) continue making payments to the In-Settlement Abuse
Survivors in accordance with the terms of their Settlements, (ii)
honor certain prepetition settlement agreement, and (iii)
participate in voluntary mediations with two Abuse Survivors and
pay any costs incident to that activity.

The Archdiocese says that it intends to take all reasonable
efforts during the pendency of its bankruptcy case to prevent
impairment of the settlement claims of the In-Settlement Abuse
Survivors.

"We want to continue this outreach to those who benefit from it,"
Archbishop Jerome E. Listecki said in a post at the Archdiocese's
Web site.  "This is part of the ongoing ministry of the Church; to
care for those who have been harmed."  He added that the
Confidentiality and Section 363(b) Motions reflect the
Archdiocese's desire to honor its existing commitments to those
who have been harmed and prevent any additional hurt to
victims/survivors and their families.

Mr. Diesing further reveals that not all Abuse Survivors have
settled with the Archdiocese, and that it is currently a defendant
in 12 state court lawsuits brought by a total of 17 claimants.
The Archdiocese has also received a demand from the plaintiffs'
counsel in the State Court Litigation, Jeff Anderson, Esq., at
Jeff Anderson & Associates, in St. Paul, Minnesota, on behalf of
17 additional individuals.  The Archdiocese has also been aware
that two other attorneys, one of which says that he represents
four potential claimants and one that represents an undetermined
number of claimants, intend to pursue claims on behalf of the
claimants they represent.

Many of the Represented Claimants filed their lawsuits anonymously
or have otherwise indicated through their attorneys that they
desire to keep their identities confidential, Mr. Diesing says.
He adds that recently, two Abuse Survivors asked assistance from
the Archdiocese or have indicated a desire to enter into the
Mediation Program, and one additional claimant's documents are
subject to a seal order by the Court and the claimant is working
with the Archdiocese and its counsel on a confidential basis.

A significant number of Abuse Survivors have availed and are
expected to continue to avail of psychological counseling and
therapy services paid for by the Archdiocese and some have worked
and continue to work though issues of faith with clergy, including
archbishops, Mr. Diesing asserts.  He explains that through this
therapy, counseling and religious process, many Abuse Survivors
have emotionally dealt with being victims/survivors, resolved
their relationship with the Church and improved their lives.

Mr. Diesing reveals that the Archdiocese spent approximately
$72,000 per year in the fiscal years ending June 30, 2009, and
June 30, 2010, on psychological counseling and therapy for Abuse
Survivors.

The Archdiocese anticipates that Abuse Survivors may be concerned
about the effect of the Chapter 11 case on their privacy and
confidentiality, and hence, the Archdiocese seeks approval of a
protocol that affords confidentiality so it may affirmatively
assure the Abuse Survivors that it will continue its efforts to
protect the confidentiality of the settlement agreements and the
Abuse Survivors' identities.

                  Confidentiality Procedures

Under the confidentiality procedures, the Archdiocese seeks
approval to omit all Abuse Survivors from the Master Mailing List
and Schedule F of the schedules of assets and liabilities.  Any
Abuse Survivor may be added to the lists upon his or her request.
Unless an Abuse Survivor asks for more, all Abuse Survivors will
automatically receive critical notices in the bankruptcy case,
which include notices of the claims bar date, disclosure statement
hearing and solicitation package.

Instead of serving the Abuse Survivors with the same notices
received by other parties-in-interest, the Archdiocese may serve
them with summary notices that focus on concerns of the Abuse
Survivors, but each Summary Notice will contain the caption of the
corresponding general notice and a link or Web site where the
Abuse Survivors can, without cost, view the General Notice.  Any
Abuse Survivor who wishes to receive all filings in the case but
wants to have his/her identity remain confidential can contact the
Archdiocese's counsel and arrange for notice in any manner that is
acceptable to the parties.

The Archdiocese also asks permission to deliver notices to Settled
Abuse Survivors and In-Settlement Abuse Survivors in the manner,
and with the same protection procedures provided in connection
with the Archdiocese's out of court Mediation Program, which means
that notices will be served to them through designated proxies --
Professor Soeka or Dr. Barbra Anne Cusack, Chancellor for the
Archdiocese, or Dr. Cusack's designee.  The Archdiocese also
proposes to serve all notices to (i) the Represented Claimants
through their counsel, and (ii) the Unrepresented Claimants
through the Proxies.

The Archdiocese further asks the Court for relief from the
requirements to fully complete Section 3b of the Statement of
Financial Affairs, which obligates a debtor to identify each
transfer of more than $5,850 made to a creditor within 90 days
preceding the Petition Date.  Three In-Settlement Abuse Survivors
received payments in excess of $5,850 within that period, which
payments aggregate $44,000.  Accordingly, the Archdiocese asks the
Court to allow it to list only the number of Abuse Survivors, who
received Section 3b payments and the aggregate amount of the
payments.

Under the proposed procedures, the Archdiocese is responsible for
filing an affidavit or certificate of service for all pleadings
served on the Abuse Survivors and to keep a log of which pleadings
have been served on them in accordance with the Confidentiality
Motion.  The Archdiocese may rely on the affidavits or
certificates provided by the Proxies and claimants' counsel, but
those documents will not list the names of the Abuse Survivors.

The Court will convene a hearing on April 5, 2011, to consider
both the Confidentiality Motion and the Section 363(b) Motion.
Objections are due on April 1.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: 21 Priests Suspended in Philly Over Abuse Claims
-----------------------------------------------------------------
Cardinal Justin Rigali, the archbishop of the Archdiocese of
Philadelphia, has placed 21 priests on administrative leave in
connection with the abuse claims and ensuing investigation against
the Archdiocese, according to a statement released on March 8,
2011.  The cases of those on administrative leave involve a range
from allegations of sexual abuse of a minor to boundary issues
with minors.

CBSPhilly and myfoxphilly.com revealed the names of the 21
priests:

   (1) Monsignor John A. Close of St. Catherine of Siena in
       Wayne, Pennsylvania;

   (2) Father Mark Fernandes of St. Agnes Roman Catholic Church
       in Sellersville, Pennsylvania;

   (3) Monsignor J. Michael Flood of St. Luke the Evangelist in
       Glenside, Pennsylvania;

   (4) Rev. Joseph M. Glatts of SS. Simon and Jude in West
       Chester, Pennsylvania;

   (5) Rev. Steven J. Harris of St. Issac Jogues Catholic Church
       in Wayne, Pennsylvania;

   (6) Rev. Daniel J. Hoy of Our Lady of the Assumption in
       Strafford, Pennsylvania

   (7) Fr. Andrew McCormick of Sacred Heart in Swedesburg,
       Pennsylvania;

   (8) Fr. Peter Talocci of St. Patrick's in Malvern,
       Pennsylvania;

   (9) Fr. Phillip Barr of St. Edmond Parish in Philadelphia,
       Pennsylvania;

  (10) Fr. John Bowe of St. Joseph in Warrington, Pennsylvania;

  (11) Fr. George Cadwallader of St. Vincent De Paul in
       Richboro, Pennsylvania;

  (12) Fr. Paul Castellani of St. Philomena in Lansdowne,
       Pennsylvania;

  (13) Fr. Michael Chapman of Ascension of Our Lord in
       Philadelphia, Pennsylvania;

  (14) Msgr. Frances Feret of St. Adalbert's Church in
       Philadelphia, Pennsylvania;

  (15) Fr. Mark Gaspar of Our Lady of Charity in Brookhaven,
       Pennsylvania;

  (16) Msgr. Joseph Logrip of Mary, Mother of the Redeemer in
       North Wales, Pennsylvania;

  (17) Fr. Zachary Navit of Our Lady of Guadalupe in Doylestown,
       Pennsylvania;

  (18) Fr. Leonard Peterson of St. Maria Goretti Parish in
       Hatfield, Pennsylvania;

  (19) Fr. Robert Povish of St. Eleanor in Collegeville,
       Pennsylvania;

  (20) Fr. John Reardon of St. John of the Cross in Roslyn,
       Pennsylvania;

  (21) Fr. Thomas J. Rooney of St. Timothy in Philadelphia,
       Pennsylvania.

On February 10, 2011, a Grand Jury Report issued by the
Philadelphia District Attorney's Office, called into question the
way in which the Archdiocese handles allegations of child sexual
abuse and asserted that as many as 37 priests remain in ministry
". . . after the Archdiocese learned of accusations or reports of
their inappropriate behavior or sexual abuse of minors."

The Grand Jury Report and the investigation that led to it were
made possible because the Archdiocese had supplied prosecutors
with information following an earlier grand jury report in 2005,
The Wall Street Journal reports.  The earlier report concluded
that dozens of priests had sexually abused children dating back at
least a half-century but prosecutors were powerless to bring
criminal charges because statutes of limitations had expired, the
report says.

"These have been difficult weeks since the release of the Grand
Jury Report: difficult most of all for victims of sexual abuse,
but also for all Catholics and for everyone in our community,"
Cardinal Rigali said in a statement.  "I wish to express again my
sorrow for the sexual abuse of minors committed by any members of
the Church, especially clergy.  I am truly sorry for the harm done
to the victims of sexual abuse, as well as to the members of our
community who suffer as a result of this great evil and crime" he
added.

In addition to the 21 priests, three priests were placed on
administrative leave after the Grand Jury Report was released, and
five others would have been subject to administrative leave.
However, one who was already on leave and two who are
incapacitated have not been in active ministry.  Two others no
longer serve in the Archdiocese and, as both are members of a
Religious Order, the Archdiocese has notified the Superiors of
their Religious Orders and the Bishops of the Dioceses where they
are residing.

The remaining eight priests will not be subject to administrative
leave because the initial independent examination of these cases
found no further investigation is warranted, Cardinal Rigali said.

In his statement, Cardinal Rigali explained that in reviewing the
concerns of the Grand Jury, he brought in an additional and
independent expert to evaluate allegations of sexual abuse -- Gina
Maisto Smith, Esq., a former Philadelphia Assistant District
Attorney and a veteran child abuse prosecutor.  Ms. Smith's
initial examination has concluded and Cardinal Rigali accepted her
initial recommendations.

Ms. Smith conducted an initial review of all 37 cases of concern
indicated in the Grand Jury Report with the aid of her team and a
forensic psychiatrist.

"Cardinal Rigali asked me to assist him in responding to the
concerns raised in the Grand Jury Report," Ms. Smith said.  "I was
given the unlimited freedom to do a thorough review with full
access to all files and documents."

The suspension and the Cardinal's actions were based on Ms.
Smith's recommendations, and she will now lead a team of experts
to investigate more fully each case, the Archdiocese's statement
said.  Her team will include a nationally renowned pediatrician in
the field of child abuse, a forensic psychiatrist and
psychologist, an expert from the child advocacy community and
other experts.

"I want to be clear: These administrative leaves are interim
measures.  They are not in any way final determinations or
judgments," Cardinal Rigali said.

           3rd Lawsuit Filed Against the Archdiocese

In the wake of the Grand Jury Report and the suspension of 21
priests, three clergy sexual abuse lawsuits have been filed
against the Archdiocese as of March 16, 2011.  The Grand Jury
Report, which also led to charges against four priests and one
parochial school teacher, has opened the floodgates for civil
litigation, Sarah Hoye of CNN reports.

The latest case filed by Francis Finnegan alleges that Rev. John
Kline, who was assigned to St. Francis Xavier Parish and was a
longtime teacher at Roman Catholic High School in Philadelphia,
sexually abused him while on vacation with the family sometime
between 1968 and 1969, Ms. Hoye says.  The lawsuit was filed
against the Archdiocese, Cardinal Anthony Bevilacqua, Cardinal
Rigali and other Archdiocese staffers.

"It has to stop.  They haven't changed anything," Mr. Finnegan is
quoted by CNN as saying.  "I stand here because I don't want
somebody who is 7 today to be me in 40 years," he added.

         About the U.S. Roman Catholic Archdiocese

At least eighth Roman Catholic diocese in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The last to file for bankruptcy was The Catholic Archdiocese of
Milwaukee, in Wisconsin, which filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011,
to address claims over sexual abuse by priests on minors.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTURYLINK INC: S&P Lowers Corp. Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Monroe, La.-based incumbent local exchange
carrier (ILEC) CenturyLink Inc. to 'BB' from 'BBB-'.  "We also
lowered the company's short-term rating to 'B' from 'A-3'," S&P
related.

"At the same time, we affirmed and subsequently withdrew the 'BB'
corporate credit ratings on Denver-based Qwest Communications
International Inc. and its indirect subsidiary Qwest Corp.  We
removed all the ratings from CreditWatch, where they were placed
on April 22, 2010, following the announcement that CenturyLink had
agreed to acquire Qwest in a stock-for-stock transaction," S&P
said.

"Additionally, we lowered the senior unsecured debt ratings at
CenturyLink and its subsidiary Embarq to 'BB' from 'BBB-' and
assigned a '3' recovery rating to this debt, which indicates
expectations for meaningful (50% to 70%) recovery in the event of
payment default.  We affirmed the 'BBB-' issue-level ratings at
Qwest Corp. (two notches above the corporate credit rating), and
the '1' recovery rating on the debt is unchanged.  The '1'
recovery rating indicates expectations for very high (90% to 100%)
recovery in the event of payment default.  The issue-level ratings
for the Qwest Corp. debt do not incorporate an increase in debt at
this entity above the current level of approximately $8 billion.
If the company were to issue new debt at Qwest Corp. and not use
the proceeds to refinance existing debt at this entity, we could
lower the company's issue-level ratings and revise the recovery
ratings at Qwest Corp.," S&P pointed out.

"Finally, we raised the senior unsecured debt ratings at Qwest
Communications International and Qwest Capital Funding to 'BB-'
from 'B+' and revised the recovery ratings to '5' from '6'.  The
'5' recovery rating indicates expectations for modest (10% to 30%)
recovery in the event of payment default.  Pro forma total debt is
about $19 billion," S&P noted.

"The ratings on CenturyLink, post-transaction close, reflect
significant competition in its core consumer wireline phone
business from cable telephony and wireless substitution," said
Standard & Poor's credit analyst Allyn Arden.  Other factors
include our expectation for continued revenue declines because
of ongoing access-line losses, which were about 9.5% annually in
2010 on a pro forma basis for the combined entities; integration
risk; and an aggressive shareholder-oriented financial policy with
a substantial dividend payout, which limits debt reduction," S&P
added.


CICERO INC: Narrows Net Loss to $459,000 in 2010
------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K reporting a net loss of $459,000 on
$2.97 million of total operating revenue for the year ended
Dec. 31, 2010, compared with a net loss of $1.28 million on $2.49
million of total operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.76 million
in total assets, $11.42 million in total liabilities and $6.66
million in total stockholders' deficit.

Marcum LLP, in Bala Cynwyd, Pennsylvania, noted that the Company's
recurring losses from operations and working capital deficiency
raise substantial doubt about its ability to continue as a going
concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/8MFxFu

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.


CLEAN BURN: Ethanol Plant, Awaiting Lower Corn Prices, in Ch. 11
----------------------------------------------------------------
Clean Burn Fuels, LLC, on April 3, filed a voluntary petition
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. N.C. Case No. 11-80562).

The Debtor is in the business of producing and selling ethanol, a
clean-burning, high-octane fuel that is produced from renewable
sources with corn being the key ingredient.  The ethanol is
blended with unleaded gasoline, with the most common gasoline
blend consisting of 10% ethanol and 90% unleaded gasoline.  The
ethanol-blended gasoline can be used in all vehicles, and is
beneficial because it is less costly, has a higher octane rating,
and produces fewer harmful emissions.

The Debtor also produces and sells dried distillers grains with
solubles -- DDGS -- one of two co-products created during the
ethanol production process that is used by farmers as livestock
and poultry feed. Carbon dioxide, the other co-product, could also
be compressed into liquid form and sold by the Debtor.

The Debtor, a North Carolina limited liability company founded in
2005, is the first company to produce ethanol in North Carolina.
The Debtor completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and DDGS
shortly thereafter.  The Plant, which is located in Raeford, North
Carolina, has the capacity to produce up to 60 million gallons of
ethanol per year, with potential room for expansion to 240 million
gallons per year.

According to John A. Northen, Esq., at Northen Blue, LLP, in
Chapel Hill, North Carolina, soon after the Debtor began
operations, the Chicago Board of Trade price of corn began to rise
dramatically.  By the end of February 2011, the price of corn had
effectively doubled from approximately $3.60 per bushel in the
summer of 2010 to $7.20 per bushel.  The price of ethanol and DDGS
however did not rise resulting in significant losses for the
Debtor.  As a result, the Debtor stopped purchasing corn Feb. 28,
2011 and shut down the Plant.  The Debtor expects to resume
operations in late summer of 2011 when the price of corn is
expected to drop to a level that will allow the Debtor to be
profitable.

                           $72 Million Plant

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued the Plant at $72,000,000, securing at $66,225,571
claim by a lender.

Cape Fear Farm Credit is owed approximately $66,006,639 plus
interest and fees accrued as of the Petition Date secured by a
first mortgage lien on the Plant and a security interest in other
assets of the Debtor, including equipment, inventory, accounts,
deposit accounts, general intangibles and the proceeds thereof.
There are other lien claims filed against the Plant by contractors
or subcontractors who supplied materials or labor for the purpose
of constructing the improvements located on and thus an affixed
part of the Plant.

On Oct. 3, 2007, the Plant was appraised for the Lender on a pre-
construction basis for $110,000,000.  As of the Petition Date, the
Debtor does not know the present fair market value of the Plant,
which may be worth more or less than the amount owed to the
Lender.  Based on a production capacity of 60 million gallons of
ethanol, the Debtor has estimated the value of the Plant at
$72,000,000.


CLEAN BURN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Clean Burn Fuels, LLC
        800 Pate Road
        Raeford, NC 28376

Bankruptcy Case No.: 11-80562

Chapter 11 Petition Date: April 3, 2011

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Durham)

Debtor's Counsel: John A. Northen, Esq.
                  NORTHEN BLUE, L.L.P.
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: jan@nbfirm.com

Scheduled Assets: $79,516,062

Scheduled Debts: $79,218,681

The petition was signed by Edward Sanz, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Perdue BioEnergy LLC               A/R for sale of      $4,579,736
31149 Old Ocean City Road          DDGS
Salisbury, MD 21804

Southeastern Electric Contrctors,  Contractor           $1,200,000
Inc.
1400 Gerrard Road
Lavonia, GA 30553

Atlantic Services Group, Inc.      Sub-contractor       $1,068,045
410 South Hill Street
Buford, GA 30518

Katzen International, Inc          --                     $500,000
2300 Wall Street, Suite K
Cincinnati, OH 45212

Lumbee River EMC                   --                     $307,973
605 E. Fourth Avenue
Red Springs, NC 28377

Novozymes                          --                     $263,827
77 Perry Chapel Church Road
Franklinton, NC 27525

Piedmont Natural Gas               --                     $204,381

Aeroglide Corporation              Contract Dispute       $194,741

Lallemand Ethanol Technology       --                     $112,495

FCI                                --                     $101,681

Insulating Services, Inc.          --                      $99,968

Hertz Equipment Rental Corp        Sub-contractor          $96,378

Hagemeyer North America, Inc.      Sub-contractor          $92,577

Anixter, Inc.                      Sub-contractor          $79,383

First Insurance Funding Corp       --                      $70,208

Alfa Laval                         --                      $64,795

H.S. Everest Corp.                 --                      $55,997

Tencarva Machinery Company         --                      $50,357

Harris Group Inc.                  --                      $39,249

S&ME Geotechnical Inc.             --                      $36,250


COLE EQUIPMENT: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cole Equipment Inc.
        dba Volvo Construction Equipment Rents
        dba Volvo Rents
        2830 Rubidoux Boulevard
        Riverside, CA 92509

Bankruptcy Case No.: 11-20522

Chapter 11 Petition Date: March 31, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Todd C. Ringstad, Esq
                  RINGSTAD & SANDERS LLP
                  2030 Main St #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

Scheduled Assets: $4,008,055

Scheduled Debts: $6,520,109

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-20522.pdf

The petition was signed by Christopher A. Cole, president.


COLEMAN CABLE: Cut by Moody's to SGL-3; Corporate Stays at 'B2'
---------------------------------------------------------------
Moody's Investors Service lowered Coleman Cable, Inc.'s
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  In
addition, Moody's affirmed the B2 Corporate Family Rating, B2
Probability of Default Rating, and B3 rating on the company's $275
million senior unsecured notes due 2018.  These actions were
prompted by the company's announcement that is has signed a
definitive agreement to acquire Technology Research Corp.  They
also incorporate the approaching maturity of the existing unrated
$200 million asset-based revolving credit facility due April 2012.
The ratings outlook remains stable.

On March 28, 2011, Coleman announced a definitive agreement to
acquire TRC in an all-cash transaction for $7.20 per share, or
about $51.5 million, up from an initial offer of $5.50 per share
in January 2011.  TRC reported revenue in the mid-$30 million
range over the last three years and produces power management and
control systems, battery systems, and electric safety products
sold to commercial, consumer, and industrial end markets.  Coleman
currently owns 4.9% of TRC's outstanding shares and has an
existing business relationship with TRC.  Moody's views the
transaction favorably in that it adds diversification to the
company's existing business lines.  Coleman reported $34 million
of balance sheet cash and $114 million of availability under its
$200 million asset-based revolving credit facility at December 31,
2010.  Moody's expects the transaction will be financed through a
mix of cash and revolver borrowings and that leverage will
increase modestly from the mid 4 times debt-to-EBITDA range
depending on the amount drawn on the revolver.  The transaction is
expected to close within the next few months subject to a tender
offer and "go shop" period.

Moody's lowered the SGL rating to SGL-3 from SGL-2 due to the
approaching maturity of the $200 million asset-based revolving
credit facility due April 2012.  Moody's expect improved operating
performance will translate into modestly positive free cash flow
despite some cash consumption for working capital purposes.
However, the SGL rating does not include as a source of liquidity
revolving credit lines with maturities of less than one year.
Moody's likely would revisit the SGL rating if Coleman is
successful in renewing its revolving credit facility.

The B2 CFR reflects high leverage (mid 4 times debt-to-
EBITDA), modest interest coverage (mid 1 times EBIT-to-
Interest) a challenging operating environment, exposure
to weak construction end markets, and ongoing acquisition
risk as the company seeks to expand its customer base and
portfolio of products.  Notwithstanding these risks, the CFR
considers improved volume trends, sequential improvement in
operating performance over the last two years, and the benefits
associated with cost reduction initiatives implemented during the
economic downturn.

The stable outlook for the company's fundamental ratings
incorporates Moody's expectations that continued end market
recovery should translate into continued improvement in operating
performance and credit metrics over the near-term, that the
company will be able to meet its working capital needs, and that
Coleman will refinance its revolving credit facility on economic
terms.  Moody's could take a positive rating action with evidence
of successful integration of the TRC acquisition and expectations
for leverage sustained below 4.0 times and interest coverage
sustained above 1.5 times.  Conversely, Moody's could lower the
rating with expectations for leverage above 6 times, interest
coverage below 1.0 times, or a substantial deterioration in the
company's liquidity position.

Headquartered in Waukegan, Illinois, Coleman Cable, Inc., is a
leading designer, developer, manufacturer and supplier of
electrical wire and cable products for consumer, commercial and
industrial applications, with operations primarily in the United
States.  The company reported sales of $704 million for the
fiscal-year ended December 31, 2010.


COLLEGIUM CHARTER: S&P Raises Bond Rating From 'BB+' to 'BBB-'
--------------------------------------------------------------
Standard & Poor's Rating Services raised its underlying rating
(SPUR) to 'BBB-' from 'BB+' on Chester County Industrial
Development Authority, Pa.'s revenue bonds, issued for the
Collegium Charter School, based on the school's ongoing enrollment
growth, which has contributed to an overall improved financial
position.

Credit factors supporting the 'BBB-' rating include Standard &
Poor's assessment of the school's strong demand profile
characterized by steady enrollment increases over the past five
years and a growing waiting list that is updated annually;
adequate historical debt service coverage on the school's bonds
and leases; successful completion of a new school facility and
relocation to the new site, which seems to have had little, if
any, effect on enrollment; and lack of new debt plans at this
time.

Somewhat offsetting credit considerations include a relatively
weak liquidity position, with 14 days' cash on hand at fiscal
year-end 2010, after spending internal operating funds for capital
purposes; the potential for competition from new charter schools;
and the inherent risk associated with a charter school, including
the risk of nonrenewal or revocation of the charter, along with
the need for sustained demand for the facility.

"The stable outlook reflects our expectation that Collegium's
enrollment will stabilize at current levels and the school will
continue to generate sufficient revenues to pay debt service,"
said Standard & Poor's credit analyst Shivani Singh.  "Moreover,
we believe the school's growing waiting list will provide a
measure of revenue flexibility should future state funding
pressures materialize," said Ms. Singh.

Maintenance of adequate financial reserves, including unrestricted
cash, will provide additional rating stability, in Standard &
Poor's opinion.  If the school substantially improves its
liquidity position and successfully increases enrollment enough to
produce net revenues that enable maintenance of strong debt
service coverage, Standard & Poor's could consider a positive
outlook or rating action.  Conversely, there may be negative
pressure on the rating or outlook if the school's liquidity
position erodes further, particularly if evidence suggests that
the school's net revenues are weakening.

Securing the bonds is a loan agreement between the authority and
the charter school, in which the school is obligated to make loan
payments to the trustee.   There is also a debt service reserve
fund funded at the standard three-prong test.

The charter school, located west of Philadelphia in Chester
County, Pa., opened in 1999.


COMCAM INTERNATIONAL: Delays Filing of 2010 Annual Report
---------------------------------------------------------
Comcam International, Inc., informed the U.S. Securities and
Exchange Commission that it cannot complete its Form 10-K within
the prescribed time period as management is unable to complete a
review of its consolidated financial statements by March 31, 2011.
The delay cannot be cured without unreasonable effort or expense.
In accordance with Rule 12b-25 under the Securities Exchange Act
of 1934, the Company anticipates filing its Form 10-K no later
than fifteen calendar days following the prescribed due date.

                    About ComCam International

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

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

                          *     *     *

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


COMMUNICATION INTELLIGENCE: Losses Cue Going Concern Doubt
----------------------------------------------------------
Communication Intelligence Corporation filed on March 30, 2011,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

GHP Horwath, P.C., in Denver, expressed substantial doubt about
Communication Intelligence's ability to continue as a going
concern.  The independent auditors of the Company's significant
recurring operating losses and accumulated deficit.

The Company reported a net loss of $4.2 million on $851,000 of
revenue for 2010, compared with a net loss of $10.8 million on
$1.9 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.9 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $2.1 million.

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

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC QB: CICI) -- http://www.cic.com/-- is a supplier
of electronic signature products and a  recognized leader in
biometric signature verification.  CIC enables companies to
achieve truly paperless workflow in their electronic business
processes by providing multiple signature technologies across
virtually all applications.  CIC's solutions are available both in
software-as-a-service ("SaaS") and on-premise delivery models and
afford "straight-through-processing," which can increase customer
revenue by enhancing user experience and can also reduce costs
through paperless and virtually error-free electronic transactions
that can be completed significantly faster than paper-based
procedures.


COMMUNITY SHORES: Crowe Horwath Raises Going Concern Doubt
----------------------------------------------------------
Community Shores Bank Corporation filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Crowe Horwath LLP, in Grand Rapids, Michigan, 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 operating losses, is in default
of its note payable collateralized by the stock of its wholly-
owned bank subsidiary, and the subsidiary bank is undercapitalized
and is not in compliance with revised minimum regulatory capital
requirements under a formal regulatory agreement which has imposed
limitations on certain operations.

The Company reported a net loss of $8.88 million on $6.95 million
of net interest income for 2010, compared with a net loss of
$4.96 million on $6.79 million of net interest income for 2009.

Total non-interest income was $1.57 million for 2010, compared to
$1.97 million for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$237.95 million in total assets, $237.10 million in total
liabilities, and stockholders' equity of $845,787.

A complete text of the annual report on Form 10-K is available for
free at http://is.gd/qUTs04

A complete text of the 2010 consolidated financial statements is
available for free at http://is.gd/UspmBF

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.


COMPLETE PRODUCTION: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
oilfield services provider Complete Production Services Inc. to
positive from stable.  "At the same time, we affirmed our 'B+'
corporate credit rating on the company," S&P related.

The rating action follows the continued improvement of Complete's
operational and financial performance over the past few quarters,
particularly in its Completion and Production Services segment.
"We expect that Complete will generate solid cash flow in the near
future despite a poor natural gas pricing environment that may
begin to depress some oilfield services activity in late 2011,"
S&P noted.

"The ratings on Complete Production Services reflect the company's
business position as an oilfield services provider operating in a
highly cyclical and competitive industry, limited geographic
diversification geared to North America, and historically greater
exposure to natural gas production," said Standard & Poor's credit
analyst Patrick Lee.  "The ratings also incorporate the company's
solid presence in certain resource plays and niche products and
its much improved credit metrics."

The North American oil and gas completion and production industry
is capital intensive, competitive, and highly volatile,
correlating strongly with fluctuations in hydrocarbon prices and
rig counts.  In 2010, despite poor natural gas prices, horizontal
drilling in some of the new shale plays and greater service
intensity increased demand for pressure pumping and related
services, which are a focus of Complete's operations, thereby
aiding Complete's well completion and production services segment
and spurring much of the company's recent growth.  By year-end
2011, Complete plans to have doubled its pressure pumping capacity
from its capacity as of the second quarter of 2010, and to have
added five coil tubing units to its current U.S. fleet of 30.


COMSTOCK MINING: Expects to Report $60.3-Mil. 2010 Net Loss
-----------------------------------------------------------
Comstock Mining Inc. announced selected unaudited financial
results for the year ended Dec. 31, 2010.

2010 Full Year Results

     * On Oct. 20, 2010, the Company completed its restructuring
       and recapitalization plan, including exchanging all of the
       Company's $29.4 million of previously defaulted convertible
       debentures, promissory notes, and related obligations for
       permanent equity, raising approximately $35.75 million of
       new equity and securing integral mineral rights.

     * On Nov. 8, 2010, the Company announced its new drilling
       program.  Under the program, the Company now plans for
       total drilling of over 125,000 feet of reverse circulation
       drilling with a remaining duration of about five months.
       It includes development drilling in the Lucerne and Dayton
       Resource Areas, exploration drilling on the Dayton, East-
       side and Spring Valley targets and condemnation drilling in
       the areas designated for heap leach pad expansion.

     * Net loss for 2010 was $60.3 million, resulting primarily f
       from a non-cash loss on extinguishment of debt of $26.4
       million and a non-cash charge for the change in the fair
       value of derivative liabilities of $23.5 million.  Net loss
       for 2009 was $6.1 million, including a non-cash gain for
       the change in the fair value of derivative liabilities of
       $2.8 million.  Excluding these non-cash items, the loss of
       $10.4 million compares to a 2009 loss of $8.9 million.

     * Operating expenses for 2010 were $7.1 million, versus $4.6
       million in 2009.  The increased loss resulted from an
       increase of $1.6 million in general, administrative and
       consulting expenses, relating primarily to the Company's
       restructuring activities in 2010 and an increase of $0.9
       million related primarily to exploration drilling and
       related activities.

     * Interest expense for 2010 was $3.3 million, versus $4.3
       million in 2009.  The $1.0 million decrease resulted from
       the extinguishment of the Company's senior secured
       convertible indentures, promissory notes and associated
       interest obligations in October 2010.

     * Net cash used by operating activities was $7.8 million,
       versus $3.6 million in 2009.  The increase resulted from
       increased operating expenses and a higher use of working
       capital.

     * Net cash provided by financing activities was $37.1
       million, resulting primarily from raising $35.75 million in
       new, permanent equity in October 2010, versus $3.6 million,
       primarily from convertible debenture financing and, to a
       lesser degree, issuance of common stock in 2009.

     * Total debt at year-end 2010 was $1.5 million, all relating
       to mortgage obligations, as compared to $19.7 million in
       2009, primarily related to the now extinguished debentures
       and notes.

     * Cash, cash equivalents and investments at year-end were
       $29.8 million.

Comstock's Chief Executive Officer Mr. Corrado De Gasperis
commented, "Last year proved historic for our Company.  We
successfully completed our balance sheet restructuring and
recapitalization.  As importantly, we reorganized management and
expanded our team, issued our first two NI 43-101 technical
reports, validated and grew our gold and silver resources, and
planned and funded our production and exploration projects
designed to commence production in 2011 and validate qualified
resources and reserves of at least 3.25 million gold equivalent
ounces by 2013, respectively."

A full-text copy of the press release announcing the unaudited
financial results is available for free at http://is.gd/FJ2Snf

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company's balance sheet at Sept. 30, 2010, showed $5.6 million
in total assets, $46.6 million in total liabilities, and a
stockholders' deficit of $41.0 million.

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of December 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


COMSTOCK MINING: Delays Filing of 2010 Annual Report
----------------------------------------------------
Comstock Mining Inc. informed the U.S. Securities and Exchange
Commission that its Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2010 cannot be filed within the prescribed time
period without unreasonable effort or expense.

As announced on March 31, 2011, Comstock Mining Inc. is completing
its review and analysis of certain accounting matters.  Due to the
additional time and resources necessary to finalize the audit of
the Company's financial statements, the audited, annual financial
statements for the year ended Dec. 31, 2010 are not yet complete.

On Oct. 20, 2010, the Company exchanged all of its senior secured
convertible debentures, promissory notes and related interest
obligations for shares of its newly created Series A convertible
preferred shares.  The shares of Series A convertible preferred
shares exchanged were based on the value of the debt and accrued
interest at Aug. 31, 2010.  The common stock underlying the Series
A preferred shares is issuable at a fixed conversion rate
currently equal to approximately 45.1 million shares of common
stock.

The Company is reviewing the derivative liability associated with
the Series A convertible preferred shares and the net losses in
fiscal year 2010 relating to the extinguishment of the senior
secured convertible debentures, promissory notes and related
interest obligations.  Part of the Company's review also includes
an analysis of certain other accounting matters, primarily
involving the determination of the fair value the respective
instruments and associated derivative liabilities for purposes of
determining the loss on the exchange and the changes in fair
values of the derivative liability associated with its warrants
and now extinguished debt instruments.

Upon the completion of its review, the Company will file its
Annual Report on Form 10K and file and amended and restated prior-
period quarterly financial statements on Form 10Q.  As a result of
these adjustments, the Company is reviewing the effectiveness of
its internal control over financial reporting and will provide
management's assessment of its internal controls in its Form 10-K.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company's balance sheet at Sept. 30, 2010, showed $5.6 million
in total assets, $46.6 million in total liabilities, and a
stockholders' deficit of $41.0 million.

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of December 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


COPEINCA: Fitch Affirms 'BB-' IDR; Outlook Stable
-------------------------------------------------
Fitch Ratings has affirmed these ratings on Corporacion Pesquera
Inca S.A.C.'s (Copeinca):

   -- Foreign Long-term Issuer Default Rating (IDR) at 'BB-';

   -- US$175 million senior unsecured notes at 'BB-'

Fitch has also assigned a 'BB-' long-term IDR to Copeinca ASA.
Copeinca is a wholly-owned subsidiary of Copeinca ASA.  The
US$175 million senior unsecured notes were issued by Copeinca and
are fully and unconditionally guaranteed by Copeinca ASA.

The Rating Outlook is Stable.

Copeinca's ratings reflect the company's solid market position as
the second largest producer in the Peruvian fishmeal industry,
adequate liquidity, moderate leverage, and stable business
environment due to the implementation of the Individual
Transferable Quota (ITQ) System in Peru.  Copeinca's ratings are
constrained by the company's limited products and customer
diversification, production vulnerability to climatic events,
volatile free cash flow generation, and pricing volatility.
Copeinca ASA's IDR follows Fitch's parent-subsidiary linkage
criteria and reflects the strong legal and operational ties
between Copeinca ASA and Copeinca, centralized treasury and
management commonality.

The Stable Outlook incorporates the view that Copeinca's credit
metrics will remain stable during 2011.

Shareholder Friendly Actions Could Lead to a Rating Downgrade:
From a credit perspective, Fitch negatively views Copeinca's
decision to distribute a sizeable dividend payment during 2010, as
this action led to negative FCF for 2010 of US$46.3 million.  The
company generated US$62.3 million in cash flow from operations
(CFFO) during 2010, and paid US$58.6 million in capital
expenditures (capex), and US$50 million in distributed dividends.
This compares with positive FCF levels reached during 2008 and
2009 at levels of US$72.8 million and US$20.1 million,
respectively.

Copeinca's ratings incorporate the expectation that the company
will not distribute further dividends during 2011 and it will
resume a more conservative dividend distribution policy in 2012
and onwards.  Deviations in the company's 2011 dividend policy
from expectations incorporated in the ratings would likely result
in a negative rating action.

2011 Volume Expected to Recover:

During 2010, climatic events including the 'El Nino' and 'La Nina'
phenomena occurred, reducing volumes significantly for the sector
by around 43%.  The lower volumes were compensated by increased
fishmeal and fish oil prices.  Peru's total allowable anchovy
catch limit, regulated by the Peruvian government, declined from
5.8 million of metric tones (MT) in 2009 to 3.3 million MT in
2010. For 2011, the total allowable anchovy catch limit is
expected to recover as the Peruvian government has already
authorized the start of the first fishing season.  The season
spans from April to July 2011, with a maximum allowable anchovy
catch limit of 3.7 million MT.  The ratings factor in the view
that Peru's 2011 total anchovy catch should be around 5.5 million
MT.

EBITDA Trends are Positive:

The company's total revenue for 2010 was US$233 million,
representing an increase of 14.7% over 2009, conversely reflecting
a significant reduction in production levels that were compensated
by the use of inventories and significant higher prices.  As
a result, the company's cash flow generation, measured by
EBITDA, was US$76.2 million, better than 2009 EBITDA level of
US$59 million.  The company's total production of fishmeal and
fish oil is expected to be around 200,000 MT in 2011.

Fitch expects that Copeinca's total revenue should increase by
around 10% during 2011 over the prior year reflecting fishmeal and
fish oil production levels of approximately 161,000 MT and 37,000
MT, respectively.  The company's average fishmeal and fish oil
prices are expected to reach levels around US$1,275 per MT and
US$1,150 per MT, respectively.  The ratings also incorporate the
view that the company's EBITDA margin will improve during 2011,
reaching levels of approximately 36% compared to 33% in 2010.  The
improvement in EBITDA is expected to come from the company's fleet
and plant optimization, and capex program completed during 2010.
The company started 2011 with 75% of its fleet equipped with
refrigeration systems and 100% of its plant capacity converted to
produce high quality steam dried fishmeal.

Leverage Expected to Remain Stable:

As of December 2010, the company's total debt/EBITDA ratio, was
2.8 times (x), an increase from 2.4x in 2009.  The company is
expected to manage its total debt/EBITDA ratio at around 2.5x
during 2011.  By the end of 2010, the company's total debt was
US$216.5 million, an increase of 51% over debt levels at the end
of 2009 (US$143.8 million).  The company's debt is composed mostly
of the unsecured bonds due 2017 (US$175 million) 2017 and lease-
back contracts (US$39 million).  Copeinca's ratings also benefit
from the company's adequate debt payment schedule.  By the end of
December 2010, only 7.3% of the company's debt was concentrated in
the short term, while its debt profile presented an average
duration of approximately 5 years, with no material debt
maturities in the short term.

Adequate Liquidity:

By the end of December 2010, Copeinca held a cash position of
US$34.2 million, which positively compares with cash position of
US$12.5 million by the end of 2009.  The ratings incorporate the
view that Copeinca will strengthen its cash position during 2011.
The company also maintains adequate levels of unencumbered assets
that could provide financial flexibility.  By the end of December
2010, the company's total secured debt was approximately
US$40 million, and was secured primarily by seven vessels and
their fishing licenses.  In addition, the company maintains
approximately other 20 vessels and their fishing licenses, which
represent a quota of approximately 7% of Peruvian's total
allowable catch limit, and five operating plants free of any
liens.  These assets (20 vessels and five plants) could be used to
access liquidity, if required.

Rating Drivers:

Factors that could result in a negative rating action include
deterioration in the company's credit metrics resulting from
some combination of the following elements: adverse climatic
conditions, declining fishmeal and fish oil prices, and unexpected
levels of distributed dividends resulting in increasing financial
leverage and a weak cash position.  Factors that could trigger a
positive rating action include significant reduction in leverage
levels on a sustained basis, consistent positive free cash flow
generation, and product and client diversification.


CORNERSTONE BANCSHARES: Incurs $4.71 Million Net Loss in 2010
-------------------------------------------------------------
Cornerstone Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $4.71 million on $25.21 million of total interest income
for the year ended Dec. 31, 2010, compared with a net loss of
$8.17 million on $26.31 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$441.50 million in total assets, $415.68 million in total
liabilities and $25.82 million in total stockholders' equity.

Prior to 2009, Cornerstone Community Bank had a history of
profitable operations and sufficient sources of liquidity to meet
its funding needs.  However, the Bank's parent holding company,
Cornerstone Bancshares, Inc., relies primarily on dividends from
the Bank to meet its funding needs.  Cornerstone's funding needs
as of Dec. 31, 2009 and 2010 primarily consisted of principal and
interest payments on two holding company loans totaling
approximately $5.4 million and $4.7 million, respectively, secured
by 100% of the Bank's common stock.  In January 2010, the loans
were renewed and Cornerstone received a waiver regarding previous
covenant violations through Dec. 31, 2009.  The uncertainty
surrounding the lender's intention to continue granting quarterly
waivers of the covenant defaults on the loans through Dec. 31,
2010, combined with the lender's unwillingness to amend the loan
covenants, resulted in the Company's independent registered public
accounting firm stating in its opinion with regard to the
Company's 2009 financial statements substantial doubt about the
Company's ability to continue as a going concern.  However, on
March 29, 2011, Cornerstone received an additional waiver
regarding all previous covenant violations in existence through
Dec. 31, 2010 and a waiver of any covenant violation that occurs
through Dec. 31, 2011.  The one year covenant waiver is
conditional upon, among other things, Cornerstone's payment in
full for the outstanding principal balance in the amount of
$750,000 of one of the two outstanding notes.  Therefore, as of
April 1, 2011, Cornerstone will be subject to only one outstanding
holding company loan.  Further, the Company's independent
registered public accounting firm has issued an unqualified
opinion with regard to the Company's 2010 financial statements
without a going concern consideration.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/bQa3rK

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

                          Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CORUS BANKSHARES: Pla Filing Exclusivity Extended to May 30
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Corus Bankshares motion to extend the period in which they can
file a plan of reorganization to May 30, 2011 from April 1, 2011.
Corus requested additional time to file the plan so they could
work out some non-structural modifications requested by Tricadia
Capital Management, LLC.

                     About Corus Bankshares, Inc.

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


DAIS ANALYTIC: Lowers Net Loss to $1.43 Million in 2010
-------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.43 million on $3.34 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $7.12 million on
$1.53 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.97 million
in total assets, $8.69 million in total liabilities, and a
$6.72 million total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant losses since inception and has a working
capital deficit and stockholders' deficit of $2,861,448 and
$6,722,092 at Dec. 31, 2010.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/Uva2jb

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.


DEBUT BROADCASTING: Incurs $29,359 Net Loss in 2010
---------------------------------------------------
Debut Broadcasting Corporation, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K,
reporting a net loss of $29,359 on $4.76 million of gross revenues
for the year ended Dec. 31, 2010, compared with a net loss of
$419,593 on $4.34 million of gross revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.36 million
in total assets, $4.46 million in total liabilities and a $100,389
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses from operations, has a working capital
deficit, and is in need of additional capital to grow its
operations so that it can become profitable.

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

                     About Debut Broadcasting

Debut Broadcasting Corporation, Inc. (OTC BB: DBTB) --
http://www.debutbroadcasting.com/-- is a radio broadcasting and
syndication company that produces and distributes syndicated radio
programming to radio stations in the United States and Canada.
The company maintains radio syndication in Nashville, Tenn., and
produces and distributes 15 radio programs, which are broadcasted
over approximately 1,400 radio station affiliates.  It owns and
operates five broadcast radio stations, which include WIQQ FM
102.3 MHz in Leland, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in
Greenville, and WNLA FM 105.5 MHz and WNLA AM 1380 kHz in
Indianola, Miss.  The company is based in Nashville, Tenn.


DESIDERIO LUCIO CAMACUARI: Life Insurance Proceeds Are Non-Exempt
-----------------------------------------------------------------
Bertha Alicia Martinez seeks a determination that life insurance
proceeds payable to her from a policy exempted by her late husband
is not property of the estate in her chapter 11 case.  Although no
objection was filed by creditors or the United States Trustee, the
Court took the motion under advisement to review the applicable
law.  In a March 30, 2011 Memorandum Opinion, Bankruptcy Judge
Stephen S. Mitchell held that the proceeds are property of
Ms. Martinez's estate and are not exempt from the claims of her
creditors.  A copy of the Court's decision is available at
http://is.gd/2DVCydfrom Leagle.com.

Desiderio Lucio Camacuari and Bertha Alicia Martinez are husband
and wife who owned several restaurants.  They filed a joint
Chapter 11 petition (Bankr. E.D. Va. Case No. 09-19927) on Dec. 4,
2009.  A plan has not yet been confirmed.

Among the asserts listed on their schedules were two life
insurance policies issued by New York Life Insurance Company and
owned by Mr. Camacuari.  The scheduled value of one was $2,038.20,
and the scheduled value of the other was $1.00, representing in
each instance the cash surrender value net of policy loans. The
policies were claimed exempt on Schedule C in those amounts under
the Virginia homestead exemption.  A homestead deed executed by
Mr. Camacuari was recorded on Jan. 11, 2010, that likewise claimed
the policies exempt in those amounts.  No objections were filed to
any of the debtors' claimed exemptions.

Mr. Camacuari died on Aug. 26, 2010.

Bertha Alicia Martinez is represented by:

          Janet M. Meiburger, Esq
          THE MEIBURGER LAW FIRM, P.C.
          1493 Chain Bridge Road, Suite 201
          McLean, VA 22101
          Tel: 703-556-7871
          Fax: 703-556-8609


DIGITALPOST INTERACTIVE: Files for Chapter 11 Protection
--------------------------------------------------------
DigitalPost Interactive, Inc., has filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 11-14460).  The Company is
represented by Babak Samini of ASG Law Firm.

Irvine, Calif.-based DigitalPost Interactive, Inc., is a SaaS
(Software as a Service) and application provider that delivers
digital media sharing solutions.  The Company produces destination
Web sites that allow subscribers and other users to securely share
digital media, including photos, calendars, videos, message boards
and history.


DIGITILITI INC: Delays Filing of 2010 Annual Report
---------------------------------------------------
Digitiliti, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Form 10-K for the
period ended Dec. 31, 2010.  The Company is in the process of
completing its audited financial statements and believes that the
subject Annual Report will be available for filing on or before
April 15, 2011.

                      About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company's balance sheet at Sept. 30, 2010, showed $1.6 million
in total assets, $2.2 million in total liabilities, and a
stockholders' deficit of $605,063.  The Company has an accumulated
deficit of $25.1 million as of Sept. 30, 2010.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted that
the Company has suffered losses from operations and has a working
capital deficit.


DILLARD'S INC: Fitch Hikes LT Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has upgraded its long-term Issuer Default Rating
(IDR) on Dillard's, Inc. to 'BB' from 'BB-'.  The Rating Outlook
is Stable.

The upgrades reflect continued improvement in Dillard's same store
sales trends, EBITDA and credit metrics over the last two years.
Comparable store sales were positive for the first time in 10
years at 3.0% in 2010 off of a depressed sales base, and Dillard's
has made strong progress on improving profitability both on gross
margin and expense control.  This has enabled Dillard's to
generate EBITDA that is close to 2005/06 levels on a revenue base
that is approximately 20% lower versus five years ago.  However,
Fitch remains cautious about Dillard's ability to drive
sustainable top line growth and garner market share longer term.

While Dillard's credit metrics are strong for the rating category,
with adjusted debt/EBITDAR ratio of 1.9 times (x) and fixed charge
coverage of 5.1x at the end of 2010, the ratings incorporate
underperformance in top line over the last 10 years resulting in
below industry-average operating profitability.  Leverage metrics
are expected to remain within the 2.0x range over the next three
years on modest top line growth, offset by some anticipated margin
compression given commodity cost pressures in 2011 and the spring
of 2012.  Fitch expects Dillard's will pay down $126 million in
debt maturities in 2011 and 2012, bringing book debt down to just
over $800 million.

Dillard's is the sixth largest department store chain in the U.S.
in terms of sales with 294 stores and 14 clearance centers in 29
states in the southeast, central and southwestern U.S. Dillard's
has generated negative comparable store sales growth for most of
the past 10 years, reflecting the competitive retail environment
and a weak response to the company's more contemporary and upscale
offerings.  The company has lost 20% of its 2005 retail revenue
base of $7.5 billion and its challenge will be to generate longer-
term sales and earnings growth in the face of continued market
share gains by its largest retail peers within the department
store sector.

Dillard's has attempted to move more upscale to differentiate
itself from the moderate, traditional department stores by
procuring products found in specialty boutiques and up-market
retailers such as Nordstrom.  However, part of the reason for
the underperformance could be the lack of a well-tailored
merchandising offering as stores have historically been over-
cluttered while service levels typically associated with retailers
such as Nordstrom have been lacking.  However, its more recent
focus on reinvigorating its brands and cutting through excess
inventory could potentially yield positive top line results.
Dillard's has also taken a more aggressive stance toward closing
underperforming stores, closing 31 units or 10% of its store base
over the last three years.  Its new store-opening program has
almost come to a halt, with no openings in 2009 and two units in
2010, following a period of eight-10 annual store openings between
2004 and 2008.  This should enable the company to focus on
improving sales productivity at existing stores.

From a store investment perspective, Dillard's pulled back capital
expenditures to $75 million in 2009 and roughly $100 million in
2010 versus the $300 million-plus range in 2006-2007.  While the
$300 million-plus level reflected new store openings and Dillard's
is ramping up capital spending to $150 million in 2011, the
company may need to step up its capital spending further to keep
pace with the industry.  At the present time, however, the
company's real estate portfolio is in relatively decent shape and
the real challenge is executing on its merchandising strategy, in
Fitch's view.

Liquidity remains strong, supported by a cash balance of
$343 million and no borrowings under its $1 billion credit
facility at the end of 2010.  In addition, Dillard's owns 87%
of its retail square footage which is currently unencumbered.
Fitch expects Dillard's to generate strong free cash flow in the
$200 million range going forward, on top of the $400 million-plus
range for each of the last two years.  Dillard's has dedicated
the bulk of its free cash flow to debt reduction, paying down
$2.5 billion in debt over the last 10 years to a level where
consolidated book debt is under $1 billion.  Fitch expects the
company to pay down approximately $49 million of the 9.125% notes
due August 2011 and $77 million in debt due 2012.  Post 2012,
Dillard's next debt maturity is in 2018 when $255 million in
unsecured notes come due. Assuming operating profitability remains
relatively stable and given the cash buildup and limited debt
paydown over the next few years, Fitch expects Dillard's to direct
excess cash flow toward share buybacks, which the company resumed
in 2010.

The $1 billion senior credit facility, which is due to mature on
Dec. 12, 2012, is rated one notch above the IDR at 'BB+' as the
facility is secured by 100% of the inventories at Dillard's,
Inc.'s unrestricted operating subsidiaries.  Dillard's, Inc. and
its operating subsidiaries are the borrowers under the revolver.
Availability for borrowings and letter of credit obligations under
the credit agreement is limited to 85% of the inventory of certain
company unrestricted operating subsidiaries.  Dillard's typically
has full access to its facility at peak inventory season. There
are no financial covenants in the facility as long as availability
exceeds $100 million.  When availability falls below this
threshold, fixed charge coverage must be at least 1.0x.

The $724 million of senior unsecured notes are rated at par with
the IDR while the $200 million in capital securities due 2038 are
rated two notches below the IDR reflecting their structural
subordination.

Fitch has taken the following rating actions:

   -- Long-term IDR to 'BB' from 'BB-'

   -- $1 billion secured credit facility affirmed at 'BB+'

   -- Senior unsecured notes upgraded to 'BB' from 'BB-';

   -- Capital securities upgraded to 'B+' from 'B'.

The Rating Outlook is Stable.


DJO GLOBAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Vista, Calif.-based medical device
company DJO Global, Inc. (DJO).  The rating outlook is stable.

"At the same time, we assigned our 'B-' credit rating and '5'
recovery rating, indicating our expectation for modest recovery
of principal in the event of payment default, to the proposed
$300 million senior notes due 2018, to be co-issued by DJO Finance
LLC and DJO Finance Corp., subsidiaries of DJO Global, Inc.," said
Standard & Poor's credit analyst Gail I. Hessol.

"In addition, we affirmed our 'BB-' rating on the senior secured
debt of DJO Finance LLC, our 'B-' rating on the senior unsecured
notes and our 'CCC+' rating on the subordinated debt both co-
issued by DJO Finance LLC and DJO Finance Corp. Our recovery
ratings on these obligations are unchanged," S&P said.

"The speculative-grade rating on Vista, Calif.-based DJO Global,
Inc. overwhelmingly reflects our expectation that the company's
financial sponsor will not reduce the medical device maker's heavy
debt burden, which largely resulted from the 2007 merger between
DJO and ReAble Therapeutics Inc., two Blackstone-owned companies.
We characterize the business risk profile as fair," S&P noted.


DMA MAGNOLIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: DMA Magnolia Crossing, L.P.
        500 Spring Hill Drive, Suite 240
        Spring, TX 77286

Bankruptcy Case No.: 11-32788

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.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 David Antoniono, president of general
partner, DMA Spring Hill Management, LLC.


DOLPHIN DIGITAL: Delays Filing of 2010 Annual Report
----------------------------------------------------
Dolphin Digital Media, Inc., notified the U.S. Securities and
Exchange Commission that its Form 10-K for the period ended
Dec. 31, 2010, could not be filed within the prescribed time
because additional time is required by Company's management and
auditors to prepare certain information to be included in that
report.

                       About Dolphin Digital

Miami, Fla.-based Dolphin Digital Media, Inc (OTC BB: DPDM)
-- http://www.dolphindigitalmedia.com/-- is a creator of secure
social networking websites for children utilizing ground breaking
fingerprint identification technology.

The Company's balance sheet at Sept. 30, 2010, showed
$2.26 million in total assets, $3.53 million in total liabilities,
and a stockholders' deficit of $1.27 million.

"As of Sept. 30, 2010 the Company recorded an accumulated
deficit of approximating $30.16 million.  Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support
of certain stockholders," the Company said in its latest Form 10-
Q.

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Dolphin Digital's ability to
continue as a gong concern, following the Company's 2009 results.
The independent auditors noted that the Company has operating and
liquidity concerns, has incurred net losses approximating
$27,500,000 as of Dec. 31, 2009.


DRYSHIPS INC: Ocean Rig to Offer $500-Mil. of Unsec. Bonds
----------------------------------------------------------
DryShips Inc. announced on April 4, 2011, that its majority-owned
subsidiary Ocean Rig UDW Inc. intends to offer through a private
placement, subject to market and other conditions, approximately
$500 million of Senior Unsecured Bonds due 2016.  The offering
will be made to Norwegian professional investors and eligible
counterparties as defined in the Norwegian Securities Trading
Regulation 10-2 to 10-4, to non-United States persons in offshore
transactions in reliance on Regulation S under the Securities Act
of 1933, as amended and in a concurrent private placement in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act.

The proceeds of the offering are expected to be used to finance
Ocean Rig's newbuilding drillships program and general corporate
purposes.

The Bonds have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed
US$5.80 million in total assets, US$1.90 million in total current
liabilities, US$1.10 million in total noncurrent liabilities, and
stockholders' equity of US$2.80 million.

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for
its US$230.0 million credit facility dated Sept. 10, 2007, as
amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


DRYSHIPS INC: Reports $101.86 Million Net Income in 2010
--------------------------------------------------------
DryShips Inc. reported net income net income of $101.86 million on
$215.82 million of revenue for the three months ended Dec. 31,
2010, compared with net income of $9.60 million on $196.43 million
of revenue for the same period during the prior year.  The Company
also reported net income of $190.45 million on $859.74 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $13.74 million on $819.83 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $6.98 billion
in total assets, $3.08 billion in total liabilities and
$3.90 billion in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/OCvq8o

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On November 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


DUTCH GOLD: Delays Filing of 2010 Annual Report
-----------------------------------------------
Dutch Gold Resources Inc. informed the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-K for the period ended Dec. 31, 2010.  The
Company was unable to compile the necessary financial information
required to prepare a complete filing.  Thus, the Company would be
unable to file the periodic report in a timely manner without
unreasonable effort or expense.  The Company expects to file
within the extension period.

                          About Dutch Gold

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

According to the Troubled Company Reporter on Nov. 22, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as
a going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred operating
losses from its inception and is dependent upon its ability to
meet its future financing requirements, and the success of future
operations.

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


E-DEBIT GLOBAL: Delays Filing of 2010 Annual Report
---------------------------------------------------
E-Debit Global Corporation informed the U.S. Securities and
Exchange Commission that it was unable without unreasonable effort
and expense to compile, disseminate and review the information
required to be presented in the subject Form 10-K for the period
ended Dec. 31, 2010 before the required filing date for that form.

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company's balance sheet at Sept. 30, 2010, showed
US$1.79 million in total assets, US$1.96 million in total
liabilities, and a stockholders' deficit of US$165,000.  As of
Sept. 30, 2010, the Company had a working capital deficit of
US$770,000 and an accumulated deficit of US$4.08 million.

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about E-Debit Global Corporation's ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has suffered
recurring losses, has a working capital deficit, and has an
accumulated deficit of US$760,509 as of Dec. 31, 2009.


EAT AT JOE'S: Incurs $621,781 Net Loss in 2010
----------------------------------------------
Eat at Joe's, Ltd., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$621,781 on $1.24 million of revenue for the year ended Dec. 31,
2010, compared with net income of $291,515 on $1.27 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.49 million
in total assets, $5.10 million in total liabilities, and a
$3.61 million total stockholders' deficit.

Robison, Hill & Co., in Salt Lake City, Utah, noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

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

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


ELEPHANT TALK: Widens Net Loss to $92.48 Million in 2010
--------------------------------------------------------
Elephant Talk Communications, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
a net loss of $92.48 million on $37.17 million of revenue for the
year ended Dec. 31, 2010, compared with a net loss of $17.30
million on $43.65 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $38.92 million
in total assets, $10.25 million in total liabilities, and
$28.67 million in total stockholders' equity.

BDO USA, LLP, noted that the Company has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  As of Dec. 31, 2010, the Company incurred a net loss of
$92.5 million, used cash in operations of $14.1 million and had an
accumulated deficit of $154.8 million.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/p6DKJu

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.


ENTREMED INC: Reznick Group Raises Going Concern Doubt
------------------------------------------------------
EntreMed, Inc., filed on March 30, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about EntreMed's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and negative cash flows from operations.

The Company reported a net loss of $8.1 million on $3.7 million on
revenues for 2010, compared with a net loss of $8.2 million on
$5.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $8.0 million
in total assets, $2.7 million in total liabilities, all current,
and stockholders' equity of $5.3 million.

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

                       http://is.gd/RBib3L

Rockville, Md.-based EntreMed, Inc. (Nasdaq: ENMD)
-- http://www.entremed.com/-- is a clinical-stage pharmaceutical
company focused on developing its lead compound ENMD-2076, an
Aurora A and angiogenic kinase inhibitor for the treatment of
cancer.  ENMD-2076 has completed Phase 1 studies in patients with
advanced solid tumors and leukemia and is currently in a Phase 1
study in multiple myeloma and a multi-center Phase 2 study in
patients with platinum resistant ovarian cancer



ENVIRONMENTAL SOLUTIONS: MSCM LLP Raises Going Concern Doubt
------------------------------------------------------------
Environmental Solutions Worldwide, Inc. filed on March 31, 2011,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

MSCM LLP, in Toronto, Canada, expressed substantial doubt about
Environmental Solutions' ability to continue as a going concern.
The independent auditors noted that of the Company's experience of
negative cash flows from operations and its dependency upon future
financing.

The Company reported a net loss of $9.4 million on $10.4 million
of revenue for 2010, compared with a net loss of $5.9 million on
$3.1 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $9.2 million
in total assets, $9.0 million in total liabilities, and
stockholders' equity of $172,522.

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

                       http://is.gd/yQRlP1

The Company also filed Amendment No. 1 to its quarterly report on
Form 10-Q for the quarterly period ended Sept. 30, 2010.

Subsequent to the issuance of the Sept. 30, 2010 consolidated
condensed interim financial statements, the Company determined
that it had incorrectly reported the Convertible Debentures issued
March 19, 2010.

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

                       http://is.gd/n6L0kQ

Ontario, Canada-based Environmental Solutions Worldwide, Inc., is
engaged through its wholly owned subsidiaries in the design,
development, manufacturing and sales of environmental technologies
and emission testing service.  The Company is currently focused on
the international medium duty and heavy duty diesel engine market
for on-road and off-road vehicles as well as the utility engine,
mining, marine, locomotive and military industries.  The Company
also offers engine and after treatment emissions verification
testing and certification services.


EOS PREFERRED: Reports $7.65 Million Net Income in 2010
-------------------------------------------------------
EOS Preferred Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $7.65 million on $2.19 million of total interest income
for the year ended Dec. 31, 2010, compared with a net loss of
$12.82 million on $3.56 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $87.22 million
in total assets, $1.95 million in total liabilities, and
$85.27 million in total stockholders' equity.

Ernst & Young LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern.  On
Sept. 15, 2008, Lehman Brothers Holdings Inc., indirect parent
company to Aurora Bank FSB, and ultimate parent company of EOS
Preferred Corporation, filed a voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.  Aurora Bank, the sole owner of the
common stock of EOS Preferred Corporation, is subject to a Cease
and Desist Order, dated Jan. 26, 2009, and a Prompt Corrective
Action Directive, dated Feb. 4, 2009, issued by the Office of
Thrift Supervision, requiring Aurora Bank, among other matters, to
submit a capital restoration plan and a liquidity management plan,
and imposing restrictions on certain activities of Aurora Bank and
EOS Preferred Corporation.  According to the independent auditors,
the bankruptcy of Lehman Brothers and the ability of the OTS to
regulate and restrict the business and operations of EOS Preferred
Corporation, in light of the Cease and Desist Order and the Prompt
Corrective Action Directive, raise substantial doubt about EOS
Preferred Corporation's ability to continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/a1WWOz

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.


EXTENDED STAY: Claims Objection Deadline Extended to Sept. 2
------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York extended through Sept. 2, 2011, the deadline
for:

  (i) Walker Truesdell Roth & Associates, the litigation
      trustee, to file its objections to general unsecured
      claims and mezzanine facilities claims asserted against
      Extended Stay Inc.'s reorganized debtor affiliates; and

(ii) the reorganized debtor affiliates or NewCo to file their
      objections to the allowance of claims for which they are
      responsible for payment under their restructuring plan.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 09-13764) on June 15, 2009.
Judge James M. Peck handles the case.  Marcia L. Goldstein, Esq.,
at Weil Gotshal & Manges LLP, in New York, represents the Debtors.
Lazard Freres & Co. LLC is the Debtors' financial advisors.
Kurtzman Carson Consultants LLC is the claims agent.  The Official
Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq.,
Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn &
Hessen LLP, in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Court Awards $2.2-Mil. Claim to Starwood
-------------------------------------------------------
Judge James Peck issued an order granting a group of investors
led by Starwood ESH LLC an allowed claim for $2.2 million.

In an order dated March 23, 2011, Judge Peck directed Extended
Stay Inc. and its affiliated debtors to pay $2.2 million to the
Starwood group within 15 days after the issuance of the order.

Judge Peck also required the Debtors to file a stipulation with
the U.S. District Court for the Southern District of New York for
the dismissal of Starwood group's appeal to reverse his August 5,
2010 order, which denied the group's prior motion for payment of
its fees and expenses.

Starwood group and Five Mile Capital II SPE ESH LLC are precluded
from seeking payment for the amounts requested in their prior
applications, according to the March 23 order.

The Starwood group originally requested in its application the
allowance of a $7,629,504 claim, representing fees and expenses
the group incurred in formulating a bid to sponsor a bankruptcy
restructuring plan for Extended Stay Inc.'s affiliated debtors.

Five Mile, although a member of the Starwood group, filed a
separate application for allowance of its administrative expense
claim in the sum of $2,561,026.  The claim is on account of fees
and expenses, which Five Mile said, it incurred in "making a
substantial contribution" in the Debtors' bankruptcy cases.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 09-13764) on June 15, 2009.
Judge James M. Peck handles the case.  Marcia L. Goldstein, Esq.,
at Weil Gotshal & Manges LLP, in New York, represents the Debtors.
Lazard Freres & Co. LLC is the Debtors' financial advisors.
Kurtzman Carson Consultants LLC is the claims agent.  The Official
Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq.,
Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn &
Hessen LLP, in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Rhode Island Revenue Dept. Says Claims Are Valid
---------------------------------------------------------------
In a letter to the U.S. Bankruptcy Court for the Southern
District of New York, the Rhode Island Department of Revenue
asserted that its proofs of claim, designated as Claim Nos. 119,
120 & 121, are all valid since three of Extended Stay Inc.'s
affiliated debtors were registered with the Secretary of State in
Rhode Island.

The debtor affiliates are ESA Properties LLC, ESH/Homestead
Portfolio LLC and ESA P Portfolio LLC.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 09-13764) on June 15, 2009.
Judge James M. Peck handles the case.  Marcia L. Goldstein, Esq.,
at Weil Gotshal & Manges LLP, in New York, represents the Debtors.
Lazard Freres & Co. LLC is the Debtors' financial advisors.
Kurtzman Carson Consultants LLC is the claims agent.  The Official
Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq.,
Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn &
Hessen LLP, in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FIRST COMMUNITY BANK: Hacker Johnson Raises Going Concern Doubt
---------------------------------------------------------------
First Community Bank Corporation of America filed on March 31,
2011, its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

Hacker, Johnson & Smith PA, in Tampa, Fla., expressed substantial
doubt about First Community Bank's ability to continue as a going
concern.  The independent auditors noted that of the Company's
recent and continuing increases in non-performing assets,
increases in provisions for loan losses, declining net interest
margin, continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.

The Company reported a net loss of $19.0 million on $14.2 million
of net interest income for 2010, compared with a net loss of
$4.9 million on $14.3 million of net interest income for 2009.

Total noninterest income was $2.3 million for 2010, compared to
$2.0 million for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$470.7 million in total assets, $441.9 million in total
liabilities, and stockholders' equity of $28.8 million.

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

                       http://is.gd/XmOM5Y

Pinellas Park, Fla.-based First Community Bank Corporation of
America is a unitary savings and loan holding company with one
wholly-owned bank subsidiary, First Community Bank of America, a
federal savings association under the supervision of the Office of
Thrift Supervision, and one nonbank subsidiary, First Community
Lender Services, Inc.

First Community owns all of the outstanding common stock of First
Community Bank and First Community Lender.  The Company's primary
business activity is the operation of First Community Bank, which
was established in February 1985.  First Community Bank has eleven
Florida branch locations in Pinellas, Hillsborough, Pasco, and
Charlotte Counties.


FKF 3 LLC: Plan Confirmation Hearing Adjourned to April 4
---------------------------------------------------------
Honorable Cecelia G. Morris is set to convene a hearing on April
4, 2011 to consider confirmation of the first amended version of
the joint plan of liquidation and disclosure statement proposed by
FKF 3, LLC, and the Official Committee of Unsecured Creditors in
the Debtor's case.

The confirmation hearing was originally set for March 21, 2011.

The primary purpose of the Plan is to consolidate all the assets
and claims of FKF 3 into a single trust that will be administered
by a trustee and governed by a trust board populated by creditors
of FKF 3.

Under the Plan, Allowed Administrative Expense Claims, Priority
Tax Claims and Secured Claims, if any, are unimpaired and will be
satisfied in full.  Holders of Allowed General Unsecured Claims
against the Debtor will receive their Pro Rata Share of FKF Trust
Assets after the payment of Administrative Expense Claims,
Priority Tax Claims, and Secured Claims.  The Plan cancels all
Interests in the Debtor.

The Court approved the Disclosure Statement for the Plan on
February 10, 2011, and the Debtor has actively sought creditors'
votes in favor of the Plan since then.

A copy of the distribution version of the First Amended Plan of
Liquidation and Disclosure Statement, together with accompanying
exhibits, is available at:

      http://bankrupt.com/misc/FKF3_1stAmdPlanNDiscStm.pdf

The Debtor is represented by:

    Reich Reich & Reich, P.C.
    Jeffrey A. Reich, Esq.
    Lawrence R. Reich, Esq.
    reichlaw@aol.com
    235 Main Street
    Suite 450
    White Plains, NY 10601
    Phone: (914) 949-2126
    Fax:   (914) 949-1604

The Creditors Committee is represented by:

    Klestadt & Winters, LLP
    Fred Stevens, Esq.
    fstevens@klestadt.com
    Carrie V. Hardman
    chardman@klestadt.com
    570 Seventh Avenue
    17th Floor
    New York, NY 10018
    Tel: (212) 972-3000
    Fax: (212) 972-2245

                        About FKF 3, LLC

Organized in May 2004, FKF 3, LLC, is in the business of providing
financing for contractors, developers and related entities for
construction and real estate development activities.  The entity
is owned by Burton Dorfman, Mitchell Klein and John Magee in equal
shares.  An involuntary petition for relief under Chapter 11 of
the Bankruptcy Code was filed against FKF on July 19, 2010 (Bankr.
S.D.N.Y. Case No. 10-37170).  The petitioners were URI Sasson,
Kathryn Bareket, and Angela Badami.  On Aug. 9, 2010, FKF filed an
answer consenting to such relief and on August 9, an order for
relief was entered by the Court.

Oxman, Tulis, Kirkpatrick, Whyatt and Geiger, LLP, is special
litigation counsel for the Debtor.

The Creditors Committee has also tapped BDO USA LLP as
its financial advisors and Womble Carlyle Sandridge & Rice, PLLC,
as special local Delaware counsel.


FRE REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: FRE Real Estate, Inc.
          aka Fenton Real Estate, Inc.
              TCI Park West II, Inc.
        6731 Bridge Street, Suite 373
        Fort Worth, TX 76112

Bankruptcy Case No.: 11-42042

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Robert A. Simon, Esq.
                  BARLOW GARSEK & SIMON, LLP
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200
                  E-mail: rsimon@bgsfirm.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Ronald F. Akin, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Reliant Energy Solutions           Electricity            $258,727
Dept 0954
P.O. Box 120954
Dallas, TX 75312-0954

ABM Security Services              Trade Debt             $125,352
Dept 1088-03
P.O. Box 61000
San Francisco, CA 94161

IBM                                Cost Recovery           $91,628
1501-1503 LBJ Freeway,             Overcharge
Suite 300160
Dallas, TX 75234

International Building Service     Trade Debt              $84,831

World Travel Partners              Cost Recovery           $44,567
                                   Overcharge

National Cable Comm                Cost Recovery           $32,352
                                   Overcharge

Crawford & Company                 Cost Recovery           $30,733
                                   Overcharge

Motorola                           --                      $21,900

Cris Dessi                         Trade Debt              $21,034

City Wide Building Services In     Trade Debt              $19,166

Oxea Corp                          Cost Recovery           $15,566
                                   Overcharge

Mitec Net                          Trade Debt              $15,314

Champion Commercial Builders       Trade Debt              $15,297

Heery International                Cost Recovery           $14,966
                                   Overcharge

Entech Sales & Service             Trade Debt              $14,645

Boston Pizza                       Cost Recovery           $13,260
                                   Overcharge

Britanna, Inc.                     Cost Recovery           $13,187
                                   Overcharge

Kintetsu Global                    Cost Recovery           $12,725
                                   Overcharge

GA Snipe                           Trade Debt              $11,407

Computer Task Group                Cost Recovery           $11,030
                                   Overcharge


GENERAL GROWTH: Court Closes 128 Affiliates' Chapter 11 Cases
-------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York entered on March 31, 2011, a final
decree closing the Chapter 11 cases of 128 debtor affiliates of
GGP, Inc., effective as of March 30, 2011.

The 128 Reorganized Debtors with closed Chapter 11 cases are:

  Closing Debtor                                 Case No.
  --------------                                 --------
  1251 Center Crossing, LLC                      09-12045
  1451 Center Crossing Drive, LLC                09-12047
  1551 Hillshire Drive, LLC                      09-12048
  Alameda Mall, L.L.C.                           09-12053
  Arizona Center Parking, LLC                    09-12055
  Augusta Mall Anchor Acquisition, LLC           09-12056
  Augusta Mall Anchor Holding, LLC               09-12057
  Augusta Mall Holding, LLC                      09-12058
  Austin Mall Limited Partnership                09-12059
  Austin Mall, LLC                               09-12060
  Bakersfield Mall, Inc.                         09-12061
  Baltimore Center Garage Limited Partnership    09-12007
  Baltimore Center, LLC                          09-12063
  Bay Shore Mall, Inc.                           09-12066
  Beachwood Place Holding, LLC                   09-12067
  Benson Park Business Trust                     09-12069
  Boulevard Mall I LLC                           09-12076
  Boulevard Mall II LLC                          09-12077
  Boulevard Mall, Inc.                           09-12075
  BTS Properties L.L.C.                          09-12078
  Capital Mall, Inc.                             09-12480
  Century Plaza, Inc.                            09-12080
  Chattanooga Mall, Inc.                         09-12083
  Coronado Center Holding L.L.C.                 09-12091
  DK Burlington Town Center LLC                  09-12095
  Eagle Ridge Mall, Inc.                         09-12096
  Eden Prairie Anchor Building L.L.C.            09-12099
  Eden Prairie Mall, Inc.                        09-12100
  Elk Grove Town Center L.L.C.                   09-12102
  ER Land Acquisition L.L.C.                     09-12103
  Fallbrook Square Partners L.L.C.               09-12105
  Fallen Timbers Shops II, LLC                   09-12107
  Fifty Columbia Corporate Center, LLC           09-12111
  Forty Columbia Corporate Center, LLC           09-12112
  Gateway Overlook II Business Trust             09-12118
  GGP American Holdings Inc.                     09-12121
  GGP General II, Inc.                           09-12122
  GGP Holding Services, Inc.                     09-12124
  GGP Savannah L.L.C.                            09-12130
  GGP-Bay City One, Inc.                         09-12133
  GGP-Burlington L.L.C.                          09-12135
  GGP-Gateway Mall, Inc.                         09-12481
  GGP-Grandville II L.L.C.                       09-11972
  GGP-La Place, Inc.                             09-12141
  GGP-Lakeview Square, Inc.                      09-12142
  GGP-Mall of Louisiana II, L.P.                 09-12482
  GGP-Mall of Louisiana, Inc.                    09-12478
  GGP-Newpark, Inc.                              09-12149
  GGP-Redlands Mall L.L.C.                       09-12152
  GGP-South Shore Partners, Inc.                 09-12153
  GGP-Tucson Land L.L.C.                         09-11975
  Grandville Mall II, Inc.                       09-12158
  Grandville Mall, Inc.                          09-12159
  Greengate Mall, Inc.                           09-12160
  Greenwood Mall Land, LLC                       09-12161
  Greenwood Mall, Inc.                           09-12484
  HHP Government Services, Limited Partnership   09-11996
  Hickory Ridge Village Center, Inc.             09-12163
  HMF Properties, LLC                            09-12164
  Hocker Oxmoor Partners, LLC                    09-12167
  HRD Parking, Inc.                              09-12174
  HRD Remainder, Inc.                            09-12175
  Kapiolani Retail, LLC                          09-12179
  Knollwood Mall, Inc.                           09-12180
  Land Trust No. 89433                           09-12184
  Land Trust No. 89434                           09-12185
  Land Trust No. FHB-TRES 200601                 09-12186
  Land Trust No. FHB-TRES 200602                 09-12187
  Lynnhaven Holding L.L.C.                       09-12189
  Majestic Partners-Provo, LLC                   09-12017
  Mall of Louisiana Holding, Inc.                09-12191
  Mall of Louisiana Land Holding, LLC            09-12193
  Mall St. Vincent, Inc.                         09-12196
  MSAB Holdings L.L.C.                           09-12200
  MSAB Holdings, Inc.                            09-12199
  New Orleans Riverwalk Limited Partnership      09-11999
  Newgate Mall Land Acquisition, LLC             09-12203
  NewPark Anchor Acquisition, LLC                09-12019
  NSMJV, LLC                                     09-12210
  Oklahoma Mall L.L.C.                           09-12213
  OM Borrower, LLC                               09-12214
  One Willow Company, LLC                        09-12215
  Orem Plaza Center Street, LLC                  09-12216
  Park Mall, Inc.                                09-12218
  PC Lancaster L.L.C.                            09-12490
  Pecanland Anchor Acquisition, LLC              09-12224
  Price Development TRS, Inc.                    09-12230
  Price Financing Partnership, L.P.              09-11994
  Price GP L.L.C.                                09-11995
  RASCAP Realty, Ltd.                            09-11967
  Redlands Land Acquisition Company L.L.C.       09-12234
  Redlands Land Acquisition Company, L.P.        09-12235
  Redlands Land Holding L.L.C.                   09-12236
  Rogue Valley Mall Holding L.L.C.               09-12243
  Rouse F.S., LLC                                09-12250
  Rouse Office Management of Arizona, LLC        09-12251
  Rouse Ridgedale Holding, LLC                   09-12254
  Rouse Ridgedale, LLC                           09-12253
  Rouse Southland, LLC                           09-12255
  Rouse-Fairwood Development Corporation         09-12257
  Rouse-New Orleans, LLC                         09-12258
  Rouse-Phoenix Cinema, LLC                      09-12261
  Rouse-Phoenix Development Company, LLC         09-12263
  Saint Louis Galleria Holding L.L.C.            09-12268
  Saint Louis Land L.L.C.                        09-12014
  Sixty Columbia Corporate Center, LLC           09-12272
  Southwest Denver Land L.L.C.                   09-12277
  St. Cloud Land L.L.C.                          09-12280
  The Rouse Company of Louisiana, LLC            09-12246
  The Rouse Company of Michigan, LLC             09-12247
  The Rouse Company of Minnesota, LLC            09-12248
  The Rouse Company of Ohio, LLC                 09-12249
  Three Willow Company, LLC                      09-12287
  Tracy Mall Partners I L.L.C.                   09-12291
  Tracy Mall Partners II, L.P.                   09-12292
  Tracy Mall, Inc.                               09-12289
  TRC Willow, LLC                                09-12293
  Tucson Anchor Acquisition, LLC                 09-11976
  TV Investment, LLC                             09-12294
  Two Willow Company, LLC                        09-12296
  Valley Plaza Anchor Acquisition, LLC           09-12300
  Victoria Ward Services, Inc.                   09-12305
  Visalia Mall L.L.C.                            09-12307
  VW Condominium Development, LLC                09-12311
  Weeping Willow RNA, LLC                        09-12314
  West Kendall Holdings, LLC                     09-12315
  Willow SPE, LLC                                09-12319
  Willowbrook II, LLC                            09-12320

The Court will retain jurisdiction as provided for in the Third
Amended Joint Plan of Reorganization.  Entry of the final decree
is without prejudice to the rights of any party to seek to reopen
the Closing Debtors' Chapter 11 cases for causes, Judge Gropper
held.

         GGP Narrows Down Closing Debtors to 304 Cases

Before entry of the March 31 Final Decree, Edmund J. Hoyt, senior
vice president and chief accounting officer of GGP, Inc., filed
with the Court a declaration containing GGP's proposed
modifications to its request for final decree closing 382 Chapter
11 cases.

Mr. Hoyt disclosed that Judge Gropper commented on the relief
sought in the Motion for Final Decree during a hearing on other
matters.  Following discussions with counsel to the United States
Trustee for Region 2 concerning the Motion for Final Decree, GGP
desired to modify the Motion for the Final Decree.

Specifically, GGP asked Judge Gropper to enter an order closing
the cases of the 304 Reorganized Debtors instead of 382 Debtors,
comprised of:

  (i) 128 Reorganized Debtors, which, as of January 31, 2011,
      had no Chapter 11 claims pending against them; and

(ii) 176 Reorganized Debtors, which, as of January 31, 2011,
      had between one and 10 Chapter 11 claims pending against
      each of them.  Overall, 679 claims were filed against the
      176 Closing Debtors totaling $549,533,700.

A schedule of the 304 Closing Debtors, and the total number and
amount of claims asserted against them, is available

        http://bankrupt.com/misc/ggp_304Ch11Cases.pdf

Mr. Hoyt noted that following entry of a final decree in the 304
Closing Debtors' Chapter 11 cases, until each Chapter 11 claim
against a Closing Reorganized Debtor is disallowed, satisfied,
resolved or withdrawn, GGP, GGP Limited Partnership or The Rouse
Company L.P. would pay, on behalf of the Closing Reorganized
Debtor, quarterly fees based on the dollar amount of Chapter 11
claims paid in a particular quarter on behalf of the Closing
Reorganized Debtor, in accordance with the amounts set forth in
Section 1930(a)(6) of Title 28 of the U.S. Code and Section 3717
of Title 28 of the U.S. Code.  GGP, GGPLP, or TRCLP would not be
required to pay the quarterly fees, on behalf of a Closing
Reorganized Debtor, in any quarter where no payments on account
of any pending chapter 11 claims against the Closing Reorganized
Debtor are made, he pointed out.

GGP further proposed to address any pending or future matters
regarding the pending Chapter 11 claims against the 304 Closing
Reorganized Debtors through the GGP Chapter 11 Case.  GGP intends
that any cash distributions made to any claimant of a Closing
Reorganized Debtor will be made on behalf of the Closing
Reorganized Debtor from the cash held by one or more of the
following Reorganized Debtors: GGP, GGPLP, or TRCLP, Mr. Hoyt
stated.  GGP will track the payments made with respect to Chapter
11 claims pending against the 304 Closing Reorganized Debtors as
those Chapter 11 claims are resolved and will report payments on
account of those Chapter 11 claims to the Office of the United
States Trustee on a quarterly basis, he told the Court.
n.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Epiq Seeks $870,000 in Fees & Expenses
------------------------------------------------------
Epiq Bankruptcy Solutions, LLC seeks the final allowance of fees
totaling $254,181 and reimbursement of expenses totaling $619,277
incurred in connection with the firm's role as voting and
solicitation agent of the Reorganized Debtors during the period
from July 1, 2010 to February 15, 2011.

Epiq also asks the Court to direct the Reorganized Debtors'
payment of holdbacks totaling $39,865 to the firm.
n.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENTA INCORPORATED: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Genta Incorporated filed on March 30, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $15.5 million
in total assets, $26.8 million in total liabilities, and a
stockholders' deficit of $11.3 million.

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

                       http://is.gd/quSi6y

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.


GIORDANO'S ENTERPRISES: Has Final OK to Obtain DIP Financing
------------------------------------------------------------
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois permitted, on a final basis,
Giordano's Enterprises, Inc., and its debtor affiliates to incur
up to $35,983,563 in debtor-in-possession financing from Fifth
Third Bank.  The Court also authorized, on a final basis, the
Debtors' use of cash collateral of Fifth Third Bank.

The Debtors are authorized to execute the documents governing the
Postpetition Debt, including all documents that Fifth Third Bank,
as postpetition lender, finds reasonably necessary to implement
the transactions contemplated by the Postpetition Documents; and
(ii) perform their obligations under and comply with all the terms
of the Postpetition Documents and the Final Order.

The Postpetition Debt is granted superpriority administrative
expense status under Section 364(c)(1) of the Bankruptcy Code,
with priority over all costs and expenses of administration of the
Chapter 11 cases that are incurred under any provision of the
Bankruptcy Code, and the Postpetition Debt is entitled to the
protections of Code Section 364(e).  In addition, Postpetition
Lender is granted the Postpetition Liens to secure the
Postpetition Debt.

The Debtors are authorized to use Cash Collateral in accordance
with a budget, a schedule of which is available for free at:

   http://bankrupt.com/misc/GEI_Feb18toApr29CashCollBudget.pdf

So long as any Prepetition Debt or Postpetition Debt remains
outstanding, the Debtors may not use or seek to use Cash
Collateral other than pursuant to the Final Order.

The Prepetition Debt is an allowed unsecured claim for
$45,700,000, exclusive of accrued and accruing allowable amounts
under Section 506(b) of the Bankruptcy Code.

The Debtors will deposit all cash collateral in their possession
or control into the blocked account.  The Debtors will cause all
depository banks at which any Debtor maintains a deposit account
to remit the available balance in the accounts to the Blocked
Account on a daily basis.  The Prepetition Lender is authorized to
collect upon, convert to cash and enforce checks, drafts,
instruments, and other forms of payment coming into its possession
or control which constitute Aggregate Collateral or proceeds
thereof.

Fifth Third Bank as prepetition lender's interests in the
prepetition collateral will be adequately protected.  The
Prepetition Lender asserts and the Debtors have no basis to
contest that the value of the Prepetition Lender's interest in the
Prepetition Collateral was not less than $50,100,000, provided
that nothing in this final order will prejudice the Prepetition
Lender's right to later: (i) assert that its interest in the
Prepetition Collateral lacks adequate protection; and (ii) seek a
higher valuation of the Prepetition Collateral.

As further protection of the interests of the Prepetition Lender
in the Prepetition Cash Collateral, each of the Debtors, John
Apostolou, and Eva Apostalou, individually and as trustees of the
John Apostolou Trust dated June 20, 1986 and Eva Apostolou Trust
dated January 5, 1998, agree that effective upon the Change in
Control Date and written acceptance of appointment by Fred Caruso
or his designee, without further order of the Court, shareholder
resolution, member action or other action: (i) the directors
serving on the boards of directors of each of the Apostolou
Controlled Debtors organized as a corporation will be deemed
removed and replaced with Replacement Control Party as sole
director of each Debtor; and (ii) the limited liability company
agreements of the Apostolou Controlled Debtors organized as
limited liability companies will be replaced with new
limited liability company agreements approved by Replacement
Control Party.  From and after the Change in Control Date, only
the Replacement Control Party will have the right to remove and
replace any director or managing member of any Debtor.

                          Sale Milestones

To effectuate a sale process for all or substantially all of
the Debtors' assets the, the Debtors will comply with the sale
milestones set forth in the Final Order:

   (a) The Debtors will obtain, in consultation with the Official
       Committee of Unsecured Creditors, on or before March 31,
       2011, Court orders approving the retention of a nationally
       recognized investment banker acceptable to Lenders,
       pursuant to an engagement letter and a retention order the
       terms and conditions acceptable to Lenders, for the purpose
       of selling the Debtors' businesses on or before August 24,
       2011.

   (b) On or before April 22, 2011, Investment Banker will
       distribute to notify and generate interest among potential
       purchasers with respect to the Sale.

   (c) On or before April 29, 2011, Investment Banker will
       establish a substantially complete data room.

   (d) On or before May 6, 2011, Investment Banker will distribute
       an offering memorandum regarding the Debtors' assets and
       businesses, in form and substance acceptable to Lenders, to
       potential purchasers.

   (e) On or before June 15, 2011, the Debtors will have delivered
       to Lenders one or more letters of intent or other written
       indications of interest from prospective purchasers
       regarding the Sale, in form and substance acceptable to
       Lenders.

   (f) On or before June 24, 2011, the Debtors will have delivered
       to Lenders a form of asset purchase agreement, in form and
       substance acceptable to Lenders, to be proposed by Debtors
       to potential purchasers to govern the Sale.  The Committee
       will be entitled to review and comment upon the form asset
       purchase agreement prior to that deadline.

   (g) On or before July 1, 2011, the Debtors, in consultation
       with the Committee, will file one or more motions or a
       joint plan of reorganization with the Court seeking
       approval of the Sale in accordance with a form asset
       purchase agreement acceptable to Lenders, and seeking
       approval of bidding procedures acceptable to Lenders.

   (h) On or before July 15, 2011, the Debtors, in consultation
       with the Committee, will obtain one or more Court orders
       approving the procedures for the sale of all or
       substantially all of the Debtors' assets, which procedures
       will be in form and substance satisfactory to Lenders.

   (i) On or before Aug. 5,2011, the Debtors, in consultation
       with the Committee, will conduct one or more auctions for
       the sale of all or substantially all of the Debtors'
       assets.

   (j) On or before Aug. 10, 2011, the Debtors, in consultation
       with the Committee, will obtain orders of the Court
       approving the sale of all or substantially all of the
       Debtors' assets, which order will be in form and substance
       satisfactory to Lenders.

   (k) On or before Aug. 24, 2011, the Debtors, in consultation
       with the Committee, will consummate one or more sales of
       all or substantially all of the Debtors' assets, on terms
       and conditions satisfactory to Lenders.

The Debtors and Lenders may agree to extend the foregoing Sale
Milestones, upon providing notice to the Committee, without the
need of further notice and hearing or order of the Court.  The
Lender will be the only party entitled to claim that an Event of
Default has occurred as a result of Debtors' breach of any Sale
Milestone.

In connection with the sale or other disposition of all or any
portion of the Aggregate Collateral, (a) Postpetition Lender will
have the right to use the Postpetition Debt or any part thereof to
credit bid with respect to any bulk or piecemeal sale of all or
any on of the Aggregate Collateral; and (b) Prepetition Lender
will have the right to use the Prepetition Debt or any part
thereof to credit bid with respect to any bulk or piecemeal sale
of all or any portion of the Aggregate Collateral.

Unless Lenders consent, the Debtors will not seek entry of an
order confirming a plan in these Chapter 11 cases unless the
Aggregate Debt and the Replacement Liens will be paid in full in
cash on the earlier of (a) the effective date thereof, and (b) the
Termination Date, notwithstanding anything to the contrary in any
order confirming a plan.

All proceeds from sales or other dispositions of all or any
portion of the Aggregate Collateral other than in the ordinary
course will be remitted to Lenders.

The bankruptcy judge clarified that nothing in the Final Order
will be construed to preclude the Illinois Department of Revenue
from attempting to establish that funds held by any Debtor or any
other person are held in trust for the Department or attempting to
seek additional relief with respect to those asserted trust funds,
subject to the rights of the Debtors and any other party in
interest to oppose those actions by the Department.  The security
interests provided will not diminish in any way the rights, if
any, of the Department as a trust fund claimant to obtain
possession of funds subject to its trust claims or to impose any
additional liability on the holder of those alleged trust funds to
the extent allowed by law and subject to the rights of the Debtors
and any other party in interest to oppose those actions by the
Department.

A full-text copy of the Final Order dated March 17, 2011 is
available for free at:

       http://bankrupt.com/misc/GEI_Mar17FinalOrder.pdf

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Kevin H Morse, Esq., and Michael L.
Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GLOBAL AVIATION: S&P Affirms 'B' Corporate; Outlook Stable
----------------------------------------------------------
Standard & Poor's ratings Services said it has affirmed its
ratings, including its 'B' corporate credit rating, on Global
Aviation Holdings Inc. (Global Aviation) and revised the outlook
to stable from positive.

"The ratings reflect Global Aviation's participation in the
cyclical, competitive, and capital-intensive commercial heavy
airfreight business and its highly leveraged capital structure,"
said Standard & Poor's credit analyst Lisa Jenkins.  "Offsetting
these factors to some extent is the company's participation in the
more-stable military charter business and the generally favorable
near-term industry outlook."

"In particular, we expect Global Aviation's airfreight business to
benefit from continuing solid military cargo demand and further
strengthening in commercial demand driven by the recovering global
economy.  However, despite the generally favorable demand outlook,
we believe that earnings growth will be tempered by recently
implemented negative pricing changes in the military business.  We
no longer expect the company to generate a significant improvement
in credit metrics this year and no longer believe an upgrade of
the ratings is likely.  As a result, we are revising the outlook
to stable from positive.  We characterize Global Aviation's
business risk profile as weak and its financial risk profile as
highly leveraged," S&P related.

"The outlook is stable.  We expect Global Aviation to benefit from
the recovery in commercial demand arising from the improving
global economy and from relatively stable military demand over the
coming year.  However, due to recent rate reductions on the
military business, a likely decline in military passenger demand,
and a mix shift toward more commercial business, we do not believe
the company's credit metrics will improve sufficiently to warrant
an upgrade over the coming year," S&P noted.

"If operating performance improves more than we expect,"
Ms. Jenkins continued, "which we believe would likely occur as a
result of greater-than-expected demand, and debt to EBITDA falls
below 4x and we believe it will stay there, we could raise the
ratings.  Given the generally healthy demand outlook over the
coming year and ongoing efforts to improve operating efficiency,
we don't expect the company's credit metrics to deteriorate
materially from current levels.  However, if unexpected operating
issues, higher-than-expected investment spending, or an
unanticipated slowdown in demand cause credit metrics to
deteriorate so that debt to EBITDA increases to the 6.5x level, we
could lower the ratings."


GRAMERCY CAPITAL: Gets NYSE Notice Amid Delay in Filing Form 10-K
-----------------------------------------------------------------
Gramercy Capital Corp. said Tuesday that the Company received, as
expected, a notice from the NYSE indicating that Gramercy Capital
Corp. is not in compliance with the NYSE listed company manual
Section 802.01E due to a delay in the filing of the Company's
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

The delay arises, as previously disclosed, as a result of the
continuing uncertainty regarding whether and on what terms, if
any, the Company will be able to extend, modify, restructure or
refinance its $240.5 million mortgage loan with Goldman Sachs
Mortgage Company, Citicorp North America, Inc. and SL Green Realty
Corp., and its $549.7 million senior and junior mezzanine loans
with KBS Debt Holdings, LLC, GSMC, Citicorp and SL Green.  The
maturity date of the Goldman Mortgage Loan and the Gramercy Realty
Mezzanine Loans was extended from March 13, 2011 to April 15,
2011.  The maturity date extension was intended to provide the
parties additional time (i) to exchange and consider proposals for
an extension, modification, restructuring or refinancing of the
Goldman Mortgage Loan and the Gramercy Realty Mezzanine Loans
(collectively, the "Gramercy Realty Loans") and, if such
discussions fail, (ii) to explore an orderly transition of the
collateral securing the Gramercy Realty Loans to the lenders.
There can be no assurance of when or if the Company will be able
to accomplish such extension, modification, restructuring or
refinancing, or on what terms such extension, modification,
restructuring or refinancing, if any, would be.

The Company plans to file its Form 10-K for the fiscal year ended
Dec. 31, 2010 as promptly as practicable following the completion
of these matters.

The Company's shares remain listed on the NYSE and the Company
intends to cooperate with the procedures communicated to the
Company by the NYSE.

                       About Gramercy Capital

Headquartered in New York City, Gramercy Capital Corp. is a self-
managed integrated commercial real estate finance and property
investment company whose Gramercy Finance division focuses on the
direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity,
commercial mortgage-backed security and other real estate
securities, and whose Gramercy Realty division targets commercial
properties leased primarily to financial institutions and
affiliated users throughout the United States.


GRACEWAY PHARMACEUTICALS: S&P Sees Liquidity Issues in September
----------------------------------------------------------------
Standard & Poor's Ratings Services said it is keeping its 'CC'
rating on Graceway Pharmaceuticals LLC's first-lien secured debt
on CreditWatch Developing.  "We lowered the rating to 'CC' and
placed it on CreditWatch Developing on Sept. 17, 2010, following a
missed second-lien loan payment and our expectation that the
first- and second-lien term loans would be amended," S&P related.

"The CreditWatch on the 'CC'' first-lien issue-level rating
primarily reflects our expectation that the company will have
serious liquidity pressures in September 2011, when a $30 million
first-lien amortization payment is due.  It also reflects the fact
that an amendment for the second-lien term loan and a revised term
sheet still have not been finalized," S&P stated.

However, efforts by Lazard Freres to sell the company may have
been aided by the Food and Drug Administration's (FDA) recent
approval of Zyclara for the treatment of external genital warts.
The sale could enhance credit prospects for the first-lien
lenders.  "On the other hand, we do not believe that the cash
flows generated from this additional Zyclara indication will, in
themselves, be sufficient for Graceway to meet amortization
requirements totaling $63 million by December 2011," S&P said.

The 'SD' rating on Graceway reflects the company's failure to make
an Aug. 31, 2010 interest payment on its $330 million second-lien
term loan, which triggered a cross default.

"We believe that the CreditWatch will be resolved either upon the
sale of the company within the next few months, or the failure of
the company to meet its September 2011 first-lien amortization
payment," S&P noted.

Ratings List

Graceway Pharmaceuticals LLC
Corporate Credit Rating           SD/--

Ratings Remaining On CreditWatch

Graceway Pharmaceuticals LLC
Senior Secured 1st-lien           CC/Watch Dev


GREENBRIER COMPANIES: Closes Offering of Convertible Sr. Notes
--------------------------------------------------------------
The Greenbrier Companies, Inc., announced on April 5, 2011, the
closing of its previously announced offering of $230 million
aggregate principal amount of 3.5% Convertible Senior Notes due
2018 which includes $15 million aggregate principal amount of the
Notes issued to the initial purchasers in connection with the
exercise of their over-allotment option.  The Notes were offered
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended.  The Notes are senior
unsecured obligations and rank equally in right of payment with
the Company's other unsecured debt.

Greenbrier intends to use the net proceeds from the offering,
together with additional cash on hand, to:

   (i) purchase any and all of Greenbrier's outstanding
       $235 million aggregate principal amount of its
       8 3/8% senior notes due 2015 that are tendered
       pursuant to a cash tender offer and consent
       solicitation which Greenbrier announced on
       March 30, 2011;

  (ii) pay the consent and other fees in connection with
       such cash tender offer and consent solicitation;
       and

(iii) redeem or otherwise retire any and all 2015 Notes
       that remain outstanding following consummation or
       termination of the cash tender offer.

The Notes and the shares of Greenbrier common stock issuable upon
conversion of the Notes will not be registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GUIDED THERAPEUTICS: Has Post-Effective Form S-1 for 28MM Shares
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 to Form S-1
relating to 28,307,394 shares of the Company's common stock
issuable upon the exercise of warrants at an exercise price of
$0.65 per share.

The Company will not receive any cash proceeds from the sale of
shares by the selling stockholders, but if the warrants are
exercised in whole or in part, the Company will receive payment
for the exercise price.  The Company will pay the expenses of
registering these shares.

The Company's common stock is dually listed on the OTCQB quotation
systems under the symbol "GTHP."  The last reported sale price of
the Company's common stock on the OTCQB on March 30, 2011 was
$0.93 per share.

A full-text copy of the Form S-1 prospectus, as amended on
March 31, 2011, is available for free at http://is.gd/4EaBs0

                     About Guided Therapeutics

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

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

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

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


GULF FLEET: Court Rules on Validity of Hillman Non-Compete Pact
---------------------------------------------------------------
Bankruptcy Judge Robert Summerhays granted in part, and denied in
part, a motion for partial summary judgment filed by plaintiffs in
the suit, Michael A. Hillman, Darlene Hillman and Grant Hillman,
v. Gulf Fleet Holdings, Inc., et al., Adv. Pro. No. 10-05042
(Bankr. W.D. La.).

The case originated as a state court proceeding brought by Hillman
against Gulf Fleet.  Hillman filed a petition for declaratory
judgment and injunction in the 15th Judicial District Court on
Feb. 22, 2010.  Hillman's claims center on certain restrictions in
a purchase agreement and employment agreement executed in
connection with the sale of a business.  Hillman owned and
operated Gulf Fleet Management, LLC from January 1999 to May 2007.
Gulf Fleet Management owned and operated a fleet of offshore
supply vessels providing transportation services to oil rigs
primarily in the Gulf of Mexico.  In February 2007, Hillman and
various Hillman-controlled entities agreed to sell 100% of the
ownership interest in Gulf Fleet Management, LLC, Gulf Fleet
Offshore, LLC, Gulf Ocean Marine Services, LLC, Gulf Fleet, LLC,
Gulf Worker, LLC, Hercules Marine, LLC, and Star Marine, LLC, for
cash and other consideration valued at roughly $63 million,
including 35% of the common stock of the acquiring entity, Gulf
Fleet Holdings, Inc.

The parties executed the Purchase Agreement on Feb. 26, 2007, and
the transaction closed on May 1, 2007.  Plaintiff Michael Hillman
was employed as Gulf Fleet's president pursuant to an Employment
Agreement executed at the closing.  Both the Purchase Agreement
and the Employment Agreement contain non-competition agreements.

The Purchase Agreement also contains a choice-of-law clause
providing that the agreement is governed by Delaware law.  The
Employment Agreement provides for the application of Louisiana
law.

Gulf Fleet terminated Michael Hillman's employment effective
March 1, 2010.  Prior to the effective date of the termination,
Hillman filed a Petition for Declaratory Judgment and Injunction
in the 15th Judicial District Court in Lafayette Parish.  The
Plaintiffs' state court petition seeks a declaratory judgment with
respect to their rights and obligations under the non-competition
provisions in the Purchase Agreement and Employment Agreement.
Hillman also seeks injunctive relief against the enforcement of
these provisions.

Following Gulf Fleet's bankruptcy, the Debtor removed the case to
the Bankruptcy Court.

The focus of the motion for partial summary judgment is the
validity of non-competition agreements between Hillman and Gulf
Fleet.  In a March 31, 2011 Memorandum Ruling, available at
http://is.gd/9kM0dHfrom Leagle.com, Judge Summerhays held that
motion for partial summary judgment is granted in part with
respect to the designation of Texas, Mississippi, Alabama and
Florida in the non-competition provisions contained in the
Employment Agreement.  In all other respects, the motion is
denied.

                        About Gulf Fleet

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
The Debtor is operating under the terms of cash collateral
agreements with lenders led by Comerica Bank and Brightpoint
Capital Partners Master Fund, L.P.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

The official committee of unsecured creditors is represented by
Alan H. Goodman, Esq., who has an office in New Orleans, and
Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have
offices in Houston, Texas.


HALEK ENERGY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Halek Energy, LLC
        fdba Halek's Enterprises, L.L.C.
        fdba Halek's Truck L.L.C.
        111 S Village Center Drive, Suite 100
        Southlake, TX 76092

Bankruptcy Case No.: 11-41880

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Marilyn D. Garner, Esq.
                  LAW OFFICES OF MARILYN D. GARNER
                  2007 E. Lamar Boulevard, Suite 200
                  Arlington, TX 76006
                  Tel: (817) 588-3075
                  Fax: (817) 462-4075
                  E-mail: mgarner@marilyndgarner.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-41880.pdf

The petition was signed by Jason Halek, member.


HARRY & DAVID: Seeks to Employ Jones Day as Counsel
---------------------------------------------------
BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a motion to employ Jones Day (Contact:
David G. Heiman) as counsel for hourly rates ranging from $475 to
$975.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, 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.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
on March 28, 2011 (Bankr. D. Del. Case No. 11-10884).

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HENRY COUNTY BANCSHARES: Losses Cue Going Concern Doubt
-------------------------------------------------------
Henry County Bancshares, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Mauldin & Jenkins, LLC, in Atlanta, Ga., expressed substantial
doubt about Henry County Bancshares' ability to continue as a
going concern.  The independent auditors noted that the Company
as suffered significant losses from operations due to the economic
downturn, which has resulted in declining levels of capital.

The Company reported a net loss of $6.7 million on $10.0 million
of net interest income for 2010, compared with a net loss of
$36.6 million on $6.6 million of net interest income for 2009.

Other operating income was $3.9 million for 2010, compared with
$2.6 million for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$563.9 million in total assets, $548.6 million in total
liabilities, and stockholders' equity of $15.3 million.

A complete text of the audited financial statements for 2010 is
available for free at http://is.gd/RVvHvd

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

                   http://is.gd/5sdKPt

Stockbridge, Georgia-based Henry County Bancshares, Inc., is a
Georgia business corporation which operates as a bank holding
company.  The Company was incorporated on June 22, 1982, for the
purpose of reorganizing The First State Bank to operate within a
holding company structure.  The Bank is a wholly owned subsidiary
of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.  Until Dec. 15, 2009, when it
suspended operations, the Company also conducted mortgage-lending
operations through the Bank's wholly owned subsidiary, First Metro
Mortgage Company.  First Metro provided the Bank's customers with
a wide range of mortgage banking services and products in the same
primary market area as the Bank.


HERITAGE CONSOLIDATED: Forms Official Creditors Committee
---------------------------------------------------------
The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases of Heritage
Consolidated LLC and its debtor-affiliates:

   (1) Aquila Drilling Co. L.P.
       Attn: Justin Zukoff
       5950 Berkshire Lane, Suite 1100
       Dallas, TX 75225-5854
       Tel: (214) 323-4507
       Fax: (214) 369-2217
       E-mail: Justin@eagleog.com

   (2) M-I Swaco, LLC
       Attn: Linda Norvell
       5950 North Course Drive
       Houston, TX 77072
       Tel: (832) 295-2642
       Fax: (832) 351-4145
       E-mail: lnorvell@miswaco.slb.com

   (3) Pathfinder Energy Services, Inc.
       Attn: Greg Attrep
       1310 Rankin Road
       Houston, TX 77033
       Tel: (832) 601-3059
       E-mail: gattrep@slb.com

   (4) Simons Petroleum
       Attn: David Mulroney
       210 Park Avenue, Suite 1800
       Oklahoma City, OK 73102
       Tel: (405) 551-2311
       Fax: (405) 945-7231
       E-mail: dmulroney@simonspetroleum.com

   (5) Weatherford International
       Attn: Simon Lin
       515 Post Oak Blvd, Suite 600
       Houston, TX 77027
       Tel: (713) 693-4088
       E-mail: Simon.lin@weatherford.com

                  About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485).  Kevin D.
McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HOFFMASTER GROUP: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Hoffmaster Group, Inc.'s B2
Corporate Family Rating and assigned a B1 rating to the company's
$23 million senior secured first lien term loan add-on due 2016.
The outlook remains stable.

The affirmation of the company's B2 rating reflects it still
modest leverage profile, improved channel diversification and
opportunity for meaningful cost synergies following its partially
debt-financed acquisition of Innoware Paper, Inc.  Innoware is a
maker of branded paper plates, napkins and other tabletop products
based in Wisconsin.

"Hoffmaster's acquisition is reasonably priced, fits well with
its existing product portfolio and improves its distribution
capabilities within major retail channels, specifically at value-
priced warehouse club customers," says Moody's vice President and
Senior Credit Officer.  "Potential cost synergies are significant
and over time should buoy operating margins and add revenue
diversification to offset cyclicality within its foodservice
segment," adds Ms. Hofferber.

Rating assigned to Hoffmaster include:

   -- $23 million senior secured first lien term loan add-on due
      April 2016, at B1 (LGD3, 38%);

Ratings affirmed of Hoffmaster (LGD point estimates revised):

   -- Corporate Family Rating at B2;

   -- Probability of Default Rating at B2;

   -- $30 million senior secured revolving credit facility due
      June 2015, at B1 (LGD3, 38%);

   -- $157 million senior secured term loan due June 2016, at B1
      (LGD3, 38%); and

   -- $65 million second lien term loan due June 2017, at Caa1
      (LGD5, 88%).

Ratings Rationale

Hoffmaster's B2 Corporate Family Rating reflects its modest scale
and leverage profile, narrow product focus, and shareholder
friendly orientation.  These factors are offset in part by its
strong market presence in the foodservice channel, diversified
customer base in consumer retail, and improving profitability and
cash flow.  While the company's product portfolio consists of low-
priced, high frequency, disposable consumer necessities, its sales
volume is somewhat dependent on the level of consumer spending on
away-from-home dining and more discretionary party supplies.

Pro forma for the transaction, based on Moody's analytic
adjustments, leverage will approximate 5.2 times Debt-to-EBITDA,
versus 4.7 times at fiscal 2010.  Hoffmaster has a history of
debt-financed acquisitions and its high historical leverage ratio
peaked at 6.6 times following its 2008 acquisition of Brooklace
and Smith-Lee.  Hoffmaster's ratings could be downgraded if the
company's operating performance deteriorated such that debt-to-
EBITDA was sustained above 5.5 times or Free Cash Flow turned
negative.  Although pro forma leverage would approach 5.5 times,
Moody's estimate that leverage should decline to approximately
5.0 times within twelve months assuming a successful integration
process, with no cost or revenue synergies assumed in the near-
term.  For the Innoware acquisition, Hoffmaster has amended its
senior secured first lien credit agreement to allow the company to
exceed the three times pro forma debt-to-EBITDA limit on
acquisitions.

Hoffmaster's ratings could be upgraded if the company was able to
improve its scale and product diversification without impacting
its credit metrics such that debt-to-EBITDA was sustained below
4.0 times and Free Cash Flow remained positive.

The last rating action for Hoffmaster was on March 25, 2010, when
Moody's assigned the company a B2 Corporate Family Rating and
Probability of Default Rating, a B1 rating to its senior secured
first lien revolving credit facility and term loan, a Caa1 rating
on its second lien term loan and a stable outlook.

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

Headquartered in Oshkosh, Wisconsin, Hoffmaster is a leading niche
manufacturer and supplier of decorative disposable tableware
products sold equally through foodservice and retail channels.
The company's primary products include paper napkins, placemats,
tablecovers, plates, cups, bowls and guest towels as well as
sourced items such as cutlery and accessory items sold under the
Hoffmaster, Touch of Color, Party Creations, Sensations, Paper Art
and FashnPoint brand names.

Sales for the fiscal year ending Jan. 2, 2011 were approximately
$309 million.  Hoffmaster's equity sponsor is Kohlberg & Company.


HYMAN FAMILY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Hyman Family dba Susie's Deals has filed for Chapter 11 bankruptcy
protection.  The Debtor said in court filings that it has closed
unprofitable locations and will continue to analyze operations to
potentially close additional locations which are not beneficial to
the estate,  according to reporting by the Orange County Register.
Among the closed stores is a branch in Orange County, according to
the report.  Ontario-based Hyman Family dba Susie's Deals is a
discount clothing chain, which operates about 70 stores including
six in Orange County.


HYMAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hyman Family L.P.
        dba Susie's Deals
        620 S. Wanamaker Avenue
        Ontario, CA 91761

Bankruptcy Case No.: 11-20827

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: David B. Golubchik, Esq.
                  Krikor J. Meshefejian, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dbg@lnbrb.com
                          kjm@lnbrb.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/cacb11-20827.pdf

The petition was signed by Stephen Hyman, authorized agent.


I-35 SAND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: I-35 Sand Pit, Inc.
        4531 S. Interstate 35 W
        Alvarado, TX 76009-6398

Bankruptcy Case No.: 11-41896

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Larry Alan Levick, Esq.
                  SINGER & LEVICK, P.C.
                  16200 Addison Rd., Suite 140
                  Addison, TX 75001
                  Tel: (972) 380-5533
                  Fax: (972) 380-5748
                  E-mail: levick@singerlevick.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/txnb11-41896.pdf

The petition was signed by Finis Shipman, Jr., president.


IGATE CORP: S&P Puts 'B+' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating to Fremont, Calif.-based iGATE Corp.
The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating and '3'
recovery rating to the company's proposed $770 million senior
unsecured notes issuance.  The '3' recovery rating indicates our
expectation for meaningful (50%-70%) recovery in the event of a
payment default," S&P related.

"The ratings on iGATE reflect the company's modest scale and
market share in the highly competitive global IT services
industry, significant integration risks, high customer and
geographic concentration, and an aggressive financial profile,"
said Standard & Poor's credit analyst Alfred Bonfantini.
Favorable industry growth and iGATE's improved post-acquisition
market position, a significant base of revenues that are recurring
in nature, and good free cash flow generation all partly offset
those factors," S&P noted.


INTERNATIONAL FUEL: BDO USA Raises Going Concern Doubt
------------------------------------------------------
International Fuel Technology, Inc., filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

BDO USA, LLP, in Chicago, expressed substantial doubt about
International Fuel's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, has a working capital deficit at Dec. 31,
2010, and has cash obligations and outflows from operating
activities.

The Company reported a net loss of $2.2 million on $298,366 of
revenues for 2010, compared with a net loss of $5.4 million on
$184,851 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.2 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $691,965.

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

                       http://is.gd/BRsr3U

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.


INTERVAL LEISURE: S&P Upgrades Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on Miami-based Interval Leisure Group Inc. to 'BB+'
from 'BB'.  The rating outlook is stable.

"In conjunction with the upgrade, we also raised our issue-level
rating on Interval's senior secured credit facility to 'BBB' (two
notches above the corporate credit rating) from 'BBB-'.  The
recovery rating remains unchanged at '1', indicating our
expectation of very high recovery (90% to 100%) for lenders in the
event of a payment default," S&P stated.

"We also raised our issue-level rating on Interval's senior
unsecured notes to 'BB+' (the same as the corporate credit rating)
from 'BB'.  We revised the recovery rating to '4' from '3'.  The
'4' recovery rating indicates our expectation of average (30% to
50%) recovery for lenders in the event of a payment default.  The
revision of the recovery rating reflects a more significant
decline in cash flow in our simulated default scenario than that
used in our previous analysis as a result of our assumption that
the senior secured term loan will now be repaid in full at its
2013 maturity.  The term loan repayment results in a lower level
of cash flow at default due to a decrease in total interest
expense and the absence of any required term loan amortization,"
S&P stated.

"The upgrade reflects Interval's good operating performance and
debt repayment throughout 2010 that modestly exceeded our
expectation, causing leverage to improve to a level currently good
for the 'BB+' rating," said Standard & Poor's credit analyst
Michael Listner.


JEFFERSON BANK: To Be Sold to MidSouth via Ch. 11 Process
---------------------------------------------------------
Outsource Holdings, owner of the Jefferson Bank, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-41938) in Forth Worth,
Dallas, to sell the bank to MidSouth Bancorp Inc. under 11 U.S.C.
Sec. 363.

The Debtor's only significant asset is its ownership of all of the
outstanding capital stock of Jefferson Bank, which is a state bank
with five branch locations in the Dallas/Fort Worth metroplex.
The Debtor's only significant liabilities are its obligations to
the holders of debt instruments issued by the Debtor.  There are
three groups of creditors -- (i) holders of notes issued in 2010
owed  $200,000; (ii) holders of notes issued in 2009, who have
claims for $7,000,000 and (iii) statutory trusts holding notes in
the amount of $5,000,000, which are contractually subordinated to
other creditors.

MidSouth Bancorp, Inc., in a statement on Monday said its
subsidiary, MidSouth Bank, N.A., has entered into an agreement
with Jefferson Bank and First Bank & Trust Company to acquire five
Jefferson Bank branches located in the Dallas-Fort Worth, Texas
area.  As part of the branch acquisition, MidSouth expects to
acquire approximately $70 million in loans and to assume over
$150 million in deposits.  MidSouth anticipates that the
acquisition will be completed before July 31, 2011.

"For valid and justifiable business reasons, I the Debtor believes
that a sale/merger of its interests in Jefferson Bank before
August 2011 offers the best opportunity for maximizing the value
of this asset for this bankruptcy estate and its creditors.
However, the Debtor has been unable to obtain consent from its
creditors to conduct such a sale or merger outside of bankruptcy.
Such consent would be necessary for any sale/merger under
applicable contractual terms," says Jeff P. Prostok, Esq., at
forshey & Prostok, LLP, in Ft. Worth, Texas, in a court filing.

"Since the Debtor believes that a sale before August 20 II is
necessary to avoid significant and sudden further declines in the
value of its interests in Jefferson Bank, the Debtor believes its
fiduciary duties to its creditor body as a whole required the
initiation of this Bankruptcy Case.  This Bankruptcy Case will
enable this sale/merger process to go forward in a timely fashion,
thereby preserving the value of the Debtor's assets, and avoiding
a situation in which a few deeply subordinated creditors could
hold the Debtor's assets and other creditors hostage, leading to
further, avoidable losses for those other creditors.  The Debtor
then plans to propose and confirm a chapter 11 plan that will
enable creditors to continue to receive sale proceeds as those
come in and appoint a neutral estate representative to ensure that
the estate receives the full consideration due under a sale
agreement."

                     Sale to MidSouth

The Debtor, with the aid of investment banking firm Keefe,
Bruyette & Woods, Inc., had been marketing this asset for more
than one year prior to the Petition Date.  KBW receive 16 signed
confidentiality agreements from potential investors.  Two parties
submitted formal indications of interest -- MidSouth and Green
Bancorp Inc.  The Debtor's directors deemed the MidSouth bid to be
the only acceptable bid.

According to Mr. Prostok, the best offer obtained by the Debtor is
something of a hybrid offer involving two different investors:

          (A) First Bank Lubbock Bancshares, Inc., has entered
into an Acquisition Agreement.  Under the Acquisition Agreement,
the Debtor will permit Jefferson Bank to merge with the wholly
owned subsidiary of FBLB, First Bank & Trust, Lubbock, Texas,
resulting in the extinguishment of the Debtor's interests in
Jefferson Bank.  In exchange for this, FBLB will pay the Debtor
$2,021,000 in cash at closing, plus up to another $8,979,000 in
cash within four years of closing, subject to adjustments based on
the book value of Jefferson Bank prior to closing and various
losses suffered by First Bank & Trust post-merger on account of
the assets that had been owned by Jefferson Bank and First Bank &
Trust's ongoing obligations to MidSouth Bank, N.A.

          (B) MidSouth Bank, N.A., a wholly owned subsidiary of
MidSouth Bancorp, has entered into a Purchase and Assumption
Agreement with First Bank & Trust and Jefferson Bank.  Under the
MidSouth Agreement, upon the merger of First Bank & Trust and
Jefferson Bank, MidSouth will buy certain assets from First Bank
&Trust and Jefferson Bank, including owned real estate, leased
real estate, various loans, and other personal property in
exchange for a payment of an estimated $11,600,000 to Jefferson
Bank. The ultimate purchase price is subject to adjustment
depending on various factors, including the unpaid principal
balances at closing on the loans being sold, the amount of the
deposits being assumed at closing, and Jefferson Bank's cash on
hand at closing.  MidSouth will also acquire certain liabilities
from Jefferson Bank, including Jefferson Bank's liabilities to its
depositors.  MidSouth will also offer employment to most of
Jefferson Bank's employees.

               First Bank and MidSouth Backstop Deal

According to Mr. Prostok, in essence, MidSouth is buying a
majority of the assets of Jefferson Bank along with its branch
locations and deposit liabilities for the value of those assets
less the amount of those liabilities.  Jefferson Bank will then
merge with First Bank & Trust. After the closing of this
transaction, First Bank & Trust will continue to be obligated to
provide certain ongoing protections to MidSouth-First Bank & Trust
will be obligated to indemnify MidSouth and hold MidSouth hmmless
from any losses caused by any breaches of the covenants,
warranties, and representations made by Jefferson Bank to
MidSouth.  These covenants, warranties, and representations are
extensive-among other things, First Bank & Trust will be assuming
Jefferson Bank's covenants to effectively transfer the loans to
MidSouth and to repurchase from MidSouth loans that cease
performing within three months of closing.

Upon completion of the merger of First Bank & Trust with Jefferson
Bank, First Bank & Trust will "acquire" through merger Jefferson
Bank's remaining assets, along with the estimated $11,600,000 in
cash that Jefferson Bank will have on hand ii-om the sale to
MidSouth.  First Bank & Trust's parent holding company, FBLB, will
pay the Debtor an estimated $11,000,000 in connection with the
merger.  The ultimate purchase price is partially subject for
adjustments for, among other things, the unpaid principal balances
at closing on the loans being sold, losses incuned as a result of
the assets owned by Jefferson Bank, and liabilities incurred from
First Bank & Trust to MidSouth under the MidSouth Agreement.  Of
the $11,000,000 to be paid to the Debtor, $2,021,000 is firm,
guaranteed, and not subject to adjustment if the deal closes,
regardless of First Bank & Trust's future losses arising Ji-om
these transactions.

According to Mr. Prostok, these proposed transactions essentially
set up a loss pass-through arrangement if First Bank & Trust
incurs losses due to its ongoing guarantees to MidSouth under the
MidSouth Agreement, or if First Bank & Trust incurs losses arising
from the assets acquired from Jefferson Bank, then First Bank &
Trust in turn will owe correspondingly reduced consideration to
the Debtor.  This arrangement fully protects MidSouth from losses
and expenses apart from the purchase price being paid by MidSouth
to Jefferson Bank.  This arrangement also partially protects First
Bank & Trust from losses and expenses apart from the purchase
price being paid to the Debtor, up to the full amount of the
contingent consideration that would otherwise be owed to the
Debtor.  However, it should be noted that First Bank & Trust has
no limit on its exposure to MidSouth, whereas the Debtor's
exposure to First Bank & Trust is limited to the contingent
consideration that would otherwise be owed to the Debtor by First
Bank & Trust.

This arrangement matches market expectation for such transactions-
the marketplace for potentially troubled financial institutions is
defined by the Federal Deposit Insurance Corporation, which
routinely provides buyers of leveraged financial institutions with
a "backstop," under which the FDIC, backed by the credit of the
federal government, promises in essence to insure buyers of
troubled institutions against losses exceeding a celtain amount.

To induce MidSouth to spend the time and money needed to conduct
its due diligence regarding this transaction, First Bank & Trust
has promised to pay MidSouth $500,000 in the event that the
MidSouth Agreement is terminated.  Jefferson Bank has in turn
promised to reimburse First Bank & Trust in the event the MidSouth
Agreement is terminated, which will only happen if a better offer
is received for Jefferson Bank or its assets.

To induce First Bank & Trust's parent FBLB to agree to this
termination fee and to incur its own due diligence costs, the
Debtor has promised to reimburse FBLB for FBLB and First Bank &
Trust's own expenses and costs up to $200,000 in the event that
the Acquisition Agreement is terminated.

The Debtor believes that it can obtain the requisite regulatory
approval for these transactions before August 2011 if the Court
were to approve this transaction within approximately 60 days of
the Petition Date.

                         Bankruptcy Auction

The Debtor is seeking bankruptcy approval to set the FBLB and
MidSouth offers as a stalking horse bid.  If the Debtor receives
bona fide offers that will provide the estate with greater net
consideration than the FBLB/MidSouth offers, the Debtor will hold
either hold an auction or continue with a private, negotiated sale
process among parties making qualified bids.

The Debtor, however, does not want to incur the expenses and delay
of an auction process if it has not received bids that are
materially better than the FBLB/MidSouth offer in terms of price,
genuineness, and feasibility.  Qualifying bids must provide
greater consideration than the offer on the table, and the Debtor
will not hold an auction if it does not receive any qualifying
bids.

The Debtor proposes this timeline for this marketing process,
subject of course to the Court's availability:

    April 25-29      Hearing to approve break-up fees and auction
                     process.

    May 6            Initial bids due.

    May 11           The Debtor announces Qualified Bidders, if
                     any, and whether Auction will occur.

    May 11-20        The Debtor conducts private sale and
                     negotiation process, if any.

    May 16           The Debtor conducts Auction, unless
                     supplanted by private sale and negotiation
                     process.

    May 16-18        If Debtor receives no Qualified Bids, then
                     hearing to approve FBLB/MidSouth transaction.

    May 20           The Debtor files notice with the Court
                     disclosing winner of the auction or private
                     sale process and the terms of the winning
                     offer.

    May 30-June 3    Sale hearing to approve sale to winner of
                     auction or private sale process.

MidSouth Bancorp, Inc. is a bank holding company headquartered in
Lafayette, Louisiana, with assets of $1.0 billion as of Dec. 31,
2010.  Through its wholly owned subsidiary, MidSouth Bank, N.A.,
MidSouth offers a full range of banking services to commercial and
retail customers in south Louisiana and southeast Texas. MidSouth
Bank has 34 locations in Louisiana and Texas and 48 ATMs.


                           *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2010,
Weiss Ratings assigned its E- rating to Dallas, Tex.-based
Jefferson Bank.  The rating company said that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss said, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $295,751,000 in assets.


LAKE AT LAS VEGAS: Suit vs. Basses Remains in Bankruptcy Court
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the $469 million lawsuit against Sid Bass, Lee Bass,
and other former owners of the Lake Las Vegas Resort will continue
in bankruptcy court for the time being, as the result of a
March 31 ruling by U.S. District Judge Gloria Navarro in Las
Vegas.

Mr. Rochelle recounts that the resort implemented its confirmed
Chapter 11 plan in July.  The next day, the trustee for a
creditors' trust filed the suit against the Bass brothers.  The
brothers claim they are entitled to a jury trial on the trustee's
fraudulent transfer claims.

Judge Navarro, Mr. Rochelle relates, said that the right to a jury
doesn't mean that the lawsuit must be removed from the bankruptcy
court immediately.  She said that the bankruptcy judge can conduct
pre-trial proceedings more efficiently, given familiarity with the
facts.

According to Mr. Rochelle, the trustee's suit contends that a $560
million loan to the project in October 2004 by Credit Suisse Group
AG was a fraudulent transfer because $469 million went to the
owners, leaving the project insolvent.

Lake Las Vegas Resort is a 3,592 acre master-planned residential
development and resort community located approximately 20 miles
east of the center of Las Vegas, Nevada.  Lake at Las Vegas Joint
Venture, LLC, and LLV-1, LLC and their jointly-affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code, in the District of Nevada, on July
17, 2008.  On June 21, 2010, the Debtors filed the Third Amended
Chapter 11 Plan of Reorganization, which was confirmed by Order
dated July 1, 2010.


LANDAMERICA FINANCIAL: Standard & Poor's Withdraws 'D' Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
ratings on LandAmerica Financial Group Inc.

"We withdrew the ratings because the company is in bankruptcy, and
pertinent business and financial information is no longer
available," S&P explained.


LNR PROPERTY: S&P Puts 'B-' LT Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-' long-
term counterparty credit rating on LNR Property LLC on CreditWatch
with positive implications.

LNR has announced its intent to launch a new $365 million senior
secured credit facility that will eliminate the significant short-
term refinance risk that currently limits the rating.  The new
facility includes a five-year, $325 million term loan and a three-
year $40 million revolver that LNR will use to refinance its
existing term loan.  If completed, this transaction would
eliminate the significant refinance risk of the company's existing
term loan that comes due in July 2011, and leave leverage metrics
at levels that are strong for the current ratings.  "Once the
transaction closes, we will review the final terms and likely
upgrade the company to 'BB-' and rate the company's new senior
secured debt 'BB+' based on improved recovery prospects. These
ratings are contingent upon the deal closing exactly as presented
to us, and could change due to material changes in terms," S&P
stated.

"We would expect leverage to remain low for the foreseeable
future, and the company to generate substantial cash flows from
its $27 billion of assets currently in special servicing
portfolio. The ratings also consider LNR's market-leading position
in the special-servicing space," S&P noted.


MEDCLEAN TECHNOLOGIES: Incurs $4.57 Million Net Loss in 2010
------------------------------------------------------------
MedClean Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $4.57 million on $896,993 of total revenues for the year
ended Dec. 31, 2010, compared with a net loss of $5.37 million on
$2.55 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.38 million
in total assets, $1.91 million in total liabilities, and a
$526,107 stockholders' deficit.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to meet
its obligations and to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial recurring losses.

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

                    About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.


MEDICAL CONNECTIONS: Incurs $7.78 Million Net Loss in 2010
----------------------------------------------------------
Medical Connections Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $7.78 million on $7.80 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $7.71 million on
$6.13 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.99 million
in total assets, $499,626 in total liabilities and $3.49 million
in total stockholders' equity.

De Meo, Young, McGrath, in Boca Raton, Fla., noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses from consolidated operations
raise substantial doubt about the Company's ability to continue as
a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/Yx76Uh

Boca Raton, Fla.-based Medical Connections Holdings, Inc. provides
medical recruitment and staffing services.


MERUELO MADDUX: Hearing on Plan Support Withdrawal Set for April 8
------------------------------------------------------------------
The Hon. Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on April 8,
2011, at 10:30 a.m., to consider the request of secured creditor,
BNP Paribas VPG Brookline, CRE, LLC, to withdraw its vote
accepting Meruelo Maddux Properties, Inc., et al.'s Plan of
Reorganization.

BNP Paribas serves as successor-in-interest to Kennedy Funding,
Inc. and Brookline Financing, LLC.

BNP Paribas is represented by:

     Michael S. Kogan, Esq.
     Faye C. Rasch, Esq.
     ERVIN, COHEN & JESSUP LLP
     9401 Wilshire Boulevard, Ninth Floor
     Beverly Hills, CA 90212-2974
     Tel: (310) 273-6333
     Fax: (310) 859-2325
     E-mail: mkogan@ecjlaw.com
             frasch@ecjlaw.com
As reported in the Troubled Company Reporter, three competing
plans have been filed in the Chapter 11 cases, by these parties:

  (1) The Company.

       -- The plan provides for the payment in full of all claims
          over time with interest.  The secured claims will be
          paid interest only over the term of the Plan and the
          principal balance will be paid either through the sale
          of the property securing the claim or the refinance of
          the secured debt.  PI shareholders will retain their
          shares in MMPI.  General unsecured creditors will be
          paid within 30 days after the effective date with
          interest from the Petition Date at 5% per annum.
          Holders of unsecured claims will be paid in the full
          amount of their claims over 5 years from the effective
          date.

  (2) Lenders Legendary Investors Group No. 1 LLC and East West
      Bank.

       -- The plan's foundation is an $80 million
          recapitalization via a $5 million cash infusion by
          Legendary, conversion of about $65 million of debt to
          equity and a $10 million rights offering to holders of
          Meruelo Maddux existing common stock.  East West will
          receive 70% to 80% of the stock of the reorganized
          company.  Holders of unsecured claims will receive a
          cash payment equal to 100% of the amount of their
          allowed claims on the effective date, plus simple
          interest at 5% per annum for the period from the
          petition date through the date each allowed claim is
          paid.  Interest will be at the Federal Judgment Rate if
          the creditors vote to reject the plan.  Holders of the
          existing stock will receive 20% of the stock in the
          reorganized company.

  (3) Existing shareholders Charlestown Capital Advisors LLC and
      Hartland Asset Management Corp.

       -- Under the plan, MMPI will receive a $31 million cash
          investment from Charleston and Hartland-led investors
          and from a rights offering made available to existing
          MMPI shareholders.  Non-insider general unsecured
          creditors will be paid in full with interest as soon as
          the plan becomes effective.  Holders of secured claims
          will receive monthly interest payments at 5.25% for four
          years with full payment on the principal balance four
          years after the effective date.  Reorganized MMPI will
          issue to existing holders of MMPI interests, if they
          elect to receive stock instead of cash, will receive
          up to 26% of the total stock of the reorganized company.
          Stockholders can also purchase up to 19% of the stock in
          an $8 million rights offering.

In January 2011, according to Dow Jones' Daily Bankruptcy Review,
Meruelo Maddux struck a deal with Legendary Investors to settle
the group's challenge to the Company's plan.  According to DBR,
under the deal:

     -- Legendary will swap its $67.8 million in Meruelo Maddux
        mortgage debt for ownership of seven properties;

     -- Legendary and fellow lender East West Bancorp Inc. will
        drop their rival takeover plan, which proposes to remove
        the Company's senior management, including Chief Executive
        Richard Meruelo; and

     -- Legendary will drop its liens on three other Meruelo
        Maddux properties.  The lender received interest in those
        properties as additional collateral for its loans.

Legendary had earlier acquired all of East West's interest in
Meruelo Maddux loans.

                    About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MERUELO MADDUX: Equity Holders Object to Appointment Process
------------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux Properties'
official committee of equity security holders filed with the U.S.
Bankruptcy Court an objection to the Debtors' motion to amend
their Second Modified Fourth Amended Joint Plan of Reorganization.

According to Law360, the Committee objects to the proposed change
to the process by which the members of reorganized MMPI's Board of
Directors will be appointed, being that Mr. Meruelo and Mr. Maddux
would appoint all seven directors in their sole discretion.

                         About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MESA AIR: Resolves Rejection Claims of Aircraft Finance Parties
---------------------------------------------------------------
Reorganized Mesa Air and various aircraft financing parties with
respect to certain applicable transactions have entered into a
stipulation and agreement (i) fixing the final amount and
allowance of certain claims pursuant to the May 13, 2010 Claims
Settlement Order; (ii) resolving the Debtors' Sixth Omnibus
Objection; and (iii) expunging certain proofs of claim that were
amended, deemed amended, and superseded or filed on account of
certain Leveraged Leases that were assumed in connection with the
Plan.

The Aircraft Financing Parties include:

    * SW Holding Trust and Wilmington Trust Company, solely as
      Owner Trustee of SW Holding Trust; and

    * U.S. Bank, National Association, as indenture trustee,
      solely with respect to applicable transactions.

The financing parties in the applicable transactions include:

    * Export Development Canada;

    * EDC and CIT Capital USA Inc.;

    * DVB Bank SE;

    * BNP Paribas, Commerzbank Aktiengesellschaft, Singapore
      Branch, Credit Agricole Corporate and Investment Bank,
      DVB, ING Bank N.V., Singapore Branch, and NIBC Bank N.V.;

    * DVB Transport Finance Limited and Bremer Landesbank
      Kreditanstalt Oldenburg-Girozentrale;

    * ABN AMRO Bank N.V., as successor to Fortis Bank Nederland
      N.V. and NIBC Bank N.V.;

    * HSH Nordbank AG and Landesbank Baden-Wurttemberg; and

    * HSH Nordbank AG and Bank of Scotland plc.

Before the Petition Date, pursuant to certain aircraft leveraged
leases, Mesa Airlines, Inc. leased 32 Bombardier CRJ-200LR
aircraft and two de Havilland DHC 8-202 aircraft as to which a
Financing Party was the controlling party with respect to the
applicable Leveraged Leases upon the commencement of the Chapter
11 cases.  In each case, Mesa Air Group, Inc. guaranteed Mesa
Airlines' obligations under the Leveraged Leases.

The Debtors rejected each of the Leveraged Leases in accordance
with the terms and conditions of the February 23, 2010 Lease
Rejection Order and the agreements entered into pursuant to the
February 23, 2010 Section 1110 Procedures Order by filing various
notices of rejection during the pendency of these cases.

In accordance with the procedures set forth in the March 26, 2010
Bar Date Order, Lease Rejection Order, and Section 1110
Procedures Order, the Financing Parties filed proofs of claim
for, among other things, damages arising from the Debtors'
rejection of the Leveraged Leases.  The proofs of claim against
Mesa Airlines and Mesa Air Group have been amended and superseded
by (i) subsequently filed proofs of claim or (ii) will be deemed
amended by the terms and conditions of the Stipulation and
Agreement.

In addition to the claims covered by the Claims Settlement Order,
the parties wish to resolve the proofs of claim that were not
covered by the order but for which the parties have reached an
agreement as to the allowed amount of those claims.  The damage
claims arising from the rejection of the Leveraged Leases for
aircraft having U.S. Registration Nos. N75998, N75996, N75995,
N75994, N75993, N75992, N75987, and N75991; and the proofs of
claim for those Leveraged Leased Aircraft will be deemed amended
by the terms and conditions of the Stipulation and Agreement.

On October 29, 2010, the Debtors filed their Sixth Omnibus
Objection to certain unsubstantiated administrative expense
claims arising from the rejection of Aircraft Equipment Leases or
the Abandonment of Aircraft Equipment.

Solely to avoid further expense and inconvenience, and without
any admission of any issue of fact or law, the parties entered
into the Stipulation and Agreement.  The salient terms include:

  (a) The parties agree to the allowed amount of each General
      Unsecured Claim arising from the rejection of the
      Leveraged Leases for each applicable aircraft.  Each
      Allowed General Unsecured Claim will be allowed in
      Class 3(e) against Mesa Airlines and in Class 3(a) against
      Mesa Air Group.

  (b) The Reorganized Debtors waive and release any right they
      or the Debtors' estates had or may have to assert any
      objection, defense, claim, counterclaim, or right of set-
      off or recoupment with respect to any Allowed General
      Unsecured Claim, or any and all avoidance or recovery
      actions under Sections 502(d), 542, 544, 545, 547, 548,
      549, 550, 551, and 553 of the Bankruptcy Code, against the
      Financing Parties with respect to each Allowed General
      Unsecured Claim, or otherwise to seek any reduction to any
      Allowed General Unsecured Claim.

      No parties-in-interest may object to the allowance of each
      Allowed General Unsecured Claim.

  (c) Each Financing Party agrees, with respect to its claims,
      that (1) the amount of the Allowed General Unsecured Claim
      represents only the liquidated general unsecured claims
      set forth in any of its proofs of claim designated as
      "Amended/Surviving Proofs of Claim" and (2) the Financing
      Parties hold no other claims, or no further claims exist,
      against the Debtors or their estates relating to the
      Leveraged Leases for the Aircraft.  All proofs of claim
      designated as "Amended/Surviving Proofs of Claim" will be
      deemed amended by the terms of the Stipulation and
      Agreement.

  (d) With respect to the Sixth Omnibus Objection, each
      Financing Party agrees that it is not aware of any
      liquidated administrative expense priority pursuant to
      Sections 503(b) and 507(a)(2) of the Bankruptcy Code
      against any of the Debtors as of the date of the
      Stipulation and Agreement in relation to the aircraft and
      the related Leveraged Leases.

      Each Financing Party reserves and retains any and all of
      its rights to assert administrative expense claims to the
      extent not barred by the terms and conditions of the
      Rejection Order, provided that the administrative expense
      claims are filed on or before the Administrative Claims
      Bar Date.  The Debtors and the Post-Effective Date
      Committee reserve the right to contest any asserted
      administrative expense claims based upon any and all
      defenses or other rights under any agreements, document,
      or applicable law.

  (e) The claims listed as "Proofs of Claim to be Expunged" will
      be expunged and not entitled to any distribution under the
      Plan.

Schedules of the General Unsecured Claims and their allowed
amounts, among others, are available at no charge at:

  http://bankrupt.com/misc/Mesa_SkedClmsStipFinPar030711.pdf

The Reorganized Debtors represent and warrant that, pursuant to
the Plan, upon obtaining the consent of the Post-Effective Date
Committee -- which they did -- they are authorized to enter into
the Stipulation and Agreement resolving the Allowed General
Unsecured Claims without notice to or approval of the Court or
any other person.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-10018),
listing assets of $976 million against debt totaling $869 million
as of Sept. 30, 2009.

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

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MESA AIR: Has Settlement Allowing Arizona Rev. Dept. Claims
-----------------------------------------------------------
Judge Martin Glenn has approved the settlement agreement among
Mesa Air Group and the Arizona Department of Revenue regarding the
compromise and allowance of the Department's claims.

To recall, the settlement agreement provides, among other things,
that (i) Claim No. 1450 is allowed for $2,977,299 as an Allowed
Priority Tax Claim with interest; (ii) Claim No. 1517 is
estimated, is not yet due under state law, and will be paid in
the ordinary course of the Debtors' business when liquidated and
due under applicable state law; and (iii) Claim No. 1518 is
disallowed and expunged.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-10018),
listing assets of $976 million against debt totaling $869 million
as of Sept. 30, 2009.

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

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MESA AIR: Travis County Seeks Payment of $630,357 Admin. Claim
--------------------------------------------------------------
Nelda Wells Spears, Travis County Tax Collector, for and on
behalf of Travis County, City of Austin, Central Health
Administrative, Austin Community College, and Del Valle
Independent School District, seeks payment of the estimated
$630,357 administrative expense for the tax year 2011.

The 2011 Taxes include taxes against property of the estate.
Because the specific amount of debt has not been determined under
Texas law, the estimated amount of the 2011 Taxes is based on the
amount for the previous year, according to Karon Y. Wright,
assistant county attorney.

The said debt is for ad valorem property taxes due under the
Texas Tax Code, Chapter 11, being Taxable Property and Exemptions
Chapter.  The ad valorem property taxes are delinquent if not
paid before February 1st of the year following the year in which
the taxes were imposed, according to Texas Property Tax Code
Section 31.02, Ms. Wright notes.

Since the ad valorem property taxes for the tax year 2011 were
incurred subsequent to the filing of the petition in bankruptcy,
they are administrative expenses of the estate and the Travis
County Tax Collector is entitled to request and receive payment
for the taxes as a first priority claim under Sections 507(a)(1)
and 503(b)(1) of the Bankruptcy Code, Ms. Wright says.

Accordingly, the Travis County Tax Collector asks the Court to
order the Debtors to remit the ad valorem property tax and any
additional charges that have accrued since the Petition Date.

The proposed order provides that the Debtors will remit the ad
valorem property tax for the tax year 2011 in the amount of
$630,357, along with all statutory interest of 12% per annum and
penalties accrued at the time of payment.

                            About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-10018),
listing assets of $976 million against debt totaling $869 million
as of Sept. 30, 2009.

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

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MILES PROPERTIES: 3 Affiliates Seek Bankruptcy Case Dismissal
-------------------------------------------------------------
MPI Chaucer, LLC, Miles-April Ridge, LLC, and MPI Development
Group, Inc., seek dismissal of their Chapter 11 cases.

MPI Chaucer and April Ridge aver that their principal assets have
been sold in 2010; no operations have been conducted since those
sales have been consummated; and there is no intention or ability
to conduct business operations on a going forward basis.  The only
thing left to do for MPI Chaucer is to turn over funds on hand
to its lender, Regal Crossing Apartments, L.P., and for April
Ridge, after payment of fees to counsel, is to distribute the
remaining cash on hand from the carve-outs provided for by the
lenders/purchasers to general unsecured creditors.

With respect to MDG, it did not have any business operations as of
the Petition Date.  MDG has no assets to distribute to creditors
unless and until there is distribution from MPI Chaucer.

Against this backdrop, MPI Chaucer, April Ridge and MDG assert
that the dismissal of their chapter 11 cases will benefit the
Debtors' estates by eliminating any responsibility for legal fees
incurred by counsel and additional U.S. Trustee fees.

Honorable Margaret Murphy is set to convene a hearing on May 3,
2011, to consider the Debtors' request.

MPI Chaucer, April Ridge and MDG are debtor affiliates of Miles
Properties Inc.

Miles Properties Inc. is an Atlanta-based developer and manager of
multifamily properties.  The Company, along with certain of its
subsidiaries, filed for bankruptcy protection (Bankr. N.D. Ga.
Case No. 10-60797) on Jan. 8, 2010.


MILLWORK SPECIALTIES: Ch. 11 Trustee Named to Oversee Liquidation
-----------------------------------------------------------------
Bankruptcy Judge Randy D. Doub appoints Stephen L. Beaman,
Esquire, of Wilson, North Carolina, as Chapter 11 trustee for
Millwork Specialties, Inc., at the behest of the Unsecured
Creditors Committee.

On April 20, 2010, the Court entered an order confirming the
Debtor's Chapter 11 Plan.  The confirmed plan required that the
Debtor pay certain amounts to the unsecured creditors in quarterly
payments plus an amount equal to 50% of the net cash flow of the
Debtor's business, after payment of secured claims and operating
costs, over a period of five years.  Two quarterly payments in the
amount of $33,750 each were made to unsecured creditors.  However,
the Debtor failed to make its January 15, 2011 payment.

The Committee alleges that the Debtor is selling its assets and
winding down its affairs.  The Committee contends that the
Debtor's involvement with the sale of its assets will yield a
higher return for creditors but believes that a Chapter 11 Trustee
should be appointed to oversee liquidation, possible conversion to
Chapter 7, and payment of claims in accordance with the Bankruptcy
Code.

The Debtor admits it was unable to make its January 2011 payment
to the unsecured creditors, and that it intends to wind down its
business and liquidate its assets.  However, the Debtor contends
that its principals have been more than cooperative throughout
this case and could efficiently and properly conduct the orderly
liquidation of its assets and achieve the best possible return
without the additional cost of a Chapter 11 Trustee.

The Court, however, held that given the number of insider
transactions and the continued diminution of the estate, cause
exists for the appointment of a Chapter 11 Trustee and the
appointment is in the best interest of creditors.

A copy of the Court's April 1, 2011 order is available at
http://is.gd/V7TWhWfrom Leagle.com.

Millwork Specialties, Inc., in Whiteville, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 09-07010) on
Aug. 19, 2009, represented by Trawick H. Stubbs Jr., Esq. --
efile@stubbsperdue.com -- at Stubbs & Perdue, P.A.  In its
petition, the Debtor estimated assets and debts of $1 million to
$10 million.


MONEYGRAM INT'L: Moody's Puts 'Ba1' on New Debt; Outlook Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
(CFR) for MoneyGram International, Inc. (MoneyGram) and assigned
Ba1 ratings on the proposed senior secured Revolving Credit
Facility due 2016 and Term Loan B due 2017 (both instruments to be
issued by MoneyGram Payment Systems Worldwide Inc., a wholly-owned
subsidiary of MoneyGram).  The rating outlook was revised to
positive from stable.

Ratings Rationale

The positive rating outlook reflects the potential for Moneygram
to lower debt to EBITDA to below 4 times by the end of 2012, and
then sustain leverage around 3.5x.  The potential improvement is
supported by expectations for: (i) solid performance of the core
money transfer business, where revenue growth has exceeded the
World Bank's estimate of global remittances in recent years,
(ii) growth in global cross-border remittances in the mid-to-
high single digits annually over the next two years, and,
(iii) management's commitment to conservative financial policies,
which includes steady debt reduction from free cash flow.

The positive outlook also considers Moody's expectation for
MoneyGram to maintain its #2 market share within the worldwide
money transfer industry, which is expected to grow over the
long-term.  Despite the slowly recovering global economy,
Moody'sbelieve the company will benefit from its strong global
brand, breadth of agent locations worldwide, and continued
expansion of new products and opportunities abroad.

Pro forma for the new financing, debt to EBITDA will be about 4.3
times (after standard adjustments).  With 5% to 7% annual
improvement in EBITDA ($252 million on a Moody's adjusted basis in
2010) and $100 million of debt reduction from free cash flow,
Moody's believe debt to EBITDA could improve to 3.5 times by the
end of 2012.  Moody's expect profit growth to be driven by market
growth and further cost efficiencies that should arise from higher
transaction volumes.

In addition, Moody's believe the conversion of the preferred stock
into common stock (or preferred shares without dividends) as part
of Moneygram's previously announced plan, would substantially
eliminate the building pressure from the non-cash dividend,
assuming the plan is completed as announced.  Preferred dividends
accrue at 12.5% per year on about $1.1 billion of cumulative
preferred stock; without conversion by March 2013, the non-cash
dividend rate would have increased to 15%.  As this preferred
stock accretes in size, there would be building pressure to
replace the preferred stock, perhaps with debt.  If it becomes
apparent that Moneygram will achieve and maintain debt to EBITDA
at or below 3.5 times for an extended period of time, with solid
and growing free cash flow from the core money transfer business
producing retained cash flow to net debt of at least 20%, the B1
CFR could be upgraded.

MoneyGram's B1 rating reflects the company's strong market
position in its core money transfer business and Moody's long-term
positive outlook for the worldwide money transfer industry.
MoneyGram's money transfer business has shown resiliency during
economic cycles.  Despite the fallout and distractions caused by
the portfolio investment losses several years ago, the company has
managed to produce consistent cash flows and operating
profitability.  While Moody's expect the Financial Payments
Products (FPP) segment profitability to remain modest, FPP will
generate stable profitability due to a conservative investment
portfolio and revised fee structure.

The proceeds from the new credit facilities will be used primarily
to refinance existing term loans and to fund the cash portion
($218 million) of the recapitalization transaction between
MoneyGram and affiliates of Thomas H. Lee Partners (THL) (and its
co-investors) and Goldman, Sachs & Co. (Goldman Sachs), holders of
the company's convertible preferred stock.

The Ba1 rating assigned to the senior secured credit facilities,
three notches higher than the B1 CFR, reflect their priority
ranking within the capital structure, supported by $500 million
of 2nd lien notes and other unsecured obligations.  The senior
Ba1 rated senior secured credit facilities are secured by
substantially all of the domestic assets (the vast majority of
assets) and is guaranteed by the domestic operating subsidiaries.

This rating was affirmed:

   * Corporate Family Rating -- B1

These ratings were assigned:

   * Probability of Default Rating -- B1

   * $150 Million Senior Secured Revolving Credit Facility due
     2016 -- Ba1 (LGD 2 -- 17%)

   * $390 Million Senior Secured Term Loan due 2017 -- Ba1 (LGD 2
     -- 17%)

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

With annual revenues over $1.1 billion, MoneyGram International,
Inc., located in Dallas, Texas, is a leading global transaction
processor of official check, money order, and money transfer
services.


MORTGAGES LTD: Judge Refuses to Dismiss Securities Fraud Suit
-------------------------------------------------------------
Bankruptcy Law360 reports that Judge Mary H. Murguia of the U.S.
District Court for the District of Arizona refused Thursday to
dismiss a putative class action alleging the management of
Mortgages Ltd. and its collapsed business partner Radical Bunny
LLC perpetuated a $200 million securities fraud.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MUNICIPAL MORTGAGE: Going Concern Raised; Considering Chapter 11
----------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

KPMG LLP, in Baltimore, Maryland, expressed substantial doubt
about Municipal Mortgage & Equity's ability to continue as a going
concern.  The independent auditors noted that the Company has been
negatively impacted by the deterioration of the capital markets
and has liquidity issues which have resulted in the Company having
to sell assets, liquidate collateral positions, post additional
collateral, sell or close different business segments and work
with its creditors to restructure or extend its debt arrangements.

"Although the Company has been able to extend, restructure and
obtain forbearance agreements on various debt and interest rate
swap agreements, such that none of our debt has been accelerated
at present, most of these extensions, restructurings and
forbearance agreements are short-term in nature and do not provide
a viable long-term solution to the Company's liquidity issues,"
the Company said in the filing.

"If the Company is not able to negotiate other arrangements, the
Company will not be able to pay the interest on its non-bond debt,
and possibly sooner.  If these subordinated debentures were
accelerated, the Company would not be able to pay the debt.  In
the event management is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
sufficient liquidity from the sale of non-bond related assets or
if the bond portfolio net interest income is substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing."

The Company reported a net loss of $72.5 million on $107.7 million
of total revenue for 2010, compared with a net loss of
$380.1 million on $134.8 million of total revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$2.059 billion in total assets, $1.359 billion in total
liabilities, and stockholders' equity of $700.4 million.

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

                       http://is.gd/xjHjLl

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.


NAKNEK ELECTRIC: Has Exclusive Right to File Plan Thru Dec. 1
-------------------------------------------------------------
Judge Donald MacDonald IV extends the period by which Naknek
Electric Association, Inc. has the exclusive right to file a
chapter 11 plan through Dec. 1, 2011.

The period of time by which Naknek Electric may confirm a plan
accepted by impaired classes of claims under Section 1121(c)(3) of
the Bankruptcy Code is also extended through Feb. 1, 2012.

The Court entered the extension order at the behest of the Debtor.
No objections to the request was filed or presented.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates
an electric utility generation plant that is run by diesel powered
generators.  It provides electricity to 591 members of the
cooperative.  It also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.  Mikunda Cottrell serves
as audit accountants to the Debtor.


NATIONAL AUTOMATION: Delays Filing of 2010 Annual Report
--------------------------------------------------------
National Automation Services, Inc., notified the U.S. Securities
and Exchange Commission that it will be late in filings its annual
report on Form 10-K for the period ended Dec. 31, 2010.  The
Company said it did not obtain all the necessary information prior
to the filing date and the accountant could not complete the
required financial statements and management could not complete
the Management's Discussion.

                     About National Automation

Based in Henderson, Nev., National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a Nevada
corporation which, through subsidiaries based in Nevada and
Arizona, designs, produces, installs and, to a significantly
lesser extent, services specialized mechanical and electronic
automation systems built to operate and control machinery and
processes with a minimum of human intervention.  Historically, the
Company has performed its work on projects located in the
Southwestern United States.

National Automation last filed financial statements with the U.S.
Securities and Exchange Commission in August 2010, which was for
the quarter ended June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $1.1 million
in total assets, $6.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

As reported by the TCR on Sept. 9, 2010, Lynda R. Keeton CPA, LLC,
in Henderson, Nev., expressed substantial doubt about the
Company's ability to continue as a going concern, following its
fiscal 2009 results.  The independent auditors noted that the
Company has working capital deficiencies and continued net losses.
The Company has an accumulated deficit of $14.4 million and a
working capital deficiency of $5.2 million at June 30, 2010.


NATIONAL CENTURY: VI/XII Trust Files Report for Dec. 31 Quarter
---------------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $40,841     $9,658,874             -
4. Other professionals      19,923      5,286,677             -
5. All expenses,
      including trustee     9,825     12,134,723             -

B. DISTRIBUTIONS:
6. Secured Creditors             -    494,353,519             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -              -             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers            12,575     54,258,567             -
                       ----------    -----------    ----------
Total Plan Payments        $83,163   $575,692,360             -
                       ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

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


NATIONAL CENTURY: UAT Files Report for Dec. 31 Quarter
------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation          -              -             -
2. Fees for Attorney for
      Trustee                   -              -             -
3. Fee for Attorney for
      Debtor              $69,259    $16,076,282             -
4. Other professionals      21,226     11,736,824             -
5. All expenses,
      including trustee   230,063     23,155,181             -

B. DISTRIBUTIONS:
6. Secured Creditors             -              -             -
7. Priority Creditors            -              -             -
8. Unsecured Creditors           -    205,936,188             -
9. Equity Security
      Holders                   -              -             -
10. Other Payments or
      Transfers                 -              -             -
                       ----------    -----------    ----------
Total Plan Payments       $320,548   $256,904,475             -
                       ==========    ===========    ==========


                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

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


NEW ORLEANS AUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: New Orleans Auction Galleries, Inc.
        801 Magazine Street
        New Orleans, LA 70130

Bankruptcy Case No.: 11-11068

Chapter 11 Petition Date: April 1, 2011

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

Judge: Elizabeth W. Magner

Debtor's Counsel: Stewart F. Peck, Esq.
                  Christopher T. Caplinger, Esq.
                  Joseph Patrick Briggett, Esq.
                  LUGENBUHL WHEATON PECK RANKIN & HUBBARD
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 310-9195
                  E-mail: speck@lawla.com
                          ccaplinger@lawla.com
                          jbriggett@lawla.com

Debtor's Financial Advisor: Pontchartrain Financial, LLC

Debtor's Accountant: Patrick Gros, CPA

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-11068.pdf

The petition was signed by Jean Vidos, president.


NEW STREAM: Opposing Investors Win Standing in Firm's Chapter 11
----------------------------------------------------------------
Bankruptcy Law360 reports that investors opposing New Stream
Secured Capital Inc.'s reorganization plan won standing Wednesday
to participate in the Delaware bankruptcy, allowing the investors
to embark on a broad investigation of the hedge fund that could
threaten the expedited timeline of the case.

                         About New Stream

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

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

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

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

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

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

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


N.L.C. UNITRUST: Files Schedules of Assets and Liabilities
----------------------------------------------------------
N.L.C. Unitrust Partners filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing

  Name of Schedule                        Assets    Liabilities
  ----------------                   ------------   -----------
A. Real Property                               $0
B. Personal Property                  $35,802,500
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims                          $0
E. Creditors Holding Unsecured
    Priority Claims                                          $0
F. Creditors Holding Unsecured
    Non-priority Claims                              $4,780,000
                                     ------------   -----------
      TOTAL                           $35,802,500    $4,780,000

Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-14074) on
Dec. 15, 2010.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.  Ciardi Ciardi & Astin is retained as counsel to the Debtor.


NORTEL NETWORKS: To Sell Patents to Google for $900 Million
-----------------------------------------------------------
Nortel Networks Corporation, its principal operating subsidiary
Nortel Networks Limited and certain of its other subsidiaries,
including Nortel Networks Inc. and Nortel Networks UK Limited (in
administration), have entered into a stalking horse asset sale
agreement with Google Inc. for the sale of all of Nortel's
remaining patents and patent applications for a cash purchase
price of US$900 million.

The agreement includes the planned sale of approximately 6,000
patents and patent applications spanning wireless, wireless 4G,
data networking, optical, voice, internet, service provider,
semiconductors and other patent portfolios.  The extensive patent
portfolio touches nearly every aspect of telecommunications and
additional markets as well, including Internet search and social
networking.

This agreement follows a confidential, multi-round bidding process
involving several interested companies and consortia from around
the world.

"This is an unprecedented opportunity to acquire one of the most
extensive and compelling patent portfolios to ever come on the
market", said George Riedel, Chief Strategy Officer and President
of Business Units, Nortel.  "We look forward to what we hope will
be a robust auction, following the requisite court approvals,
currently expected to be held in June 2011".

As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

Nortel said it will file the stalking horse asset sale agreement
with the United States Bankruptcy Court for the District of
Delaware along with a motion seeking the establishment of bidding
procedures for an auction that allows other qualified bidders to
submit higher or otherwise better offers, as required under
Section 363 of the U.S. Bankruptcy Code.  A similar motion for the
approval of the bidding procedures will be filed with the Ontario
Superior Court of Justice. Following completion of the bidding
process, final approval of the U.S. and Canadian courts will be
required.

              Sale Motion Filed with Bankr. Court

Nortel Networks Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to sell substantially
all of its right, title and interest in the residual patents and
certain related assets in an auction led by Google Inc.'s Ranger
Inc.

The Debtors entered into that certain asset sale agreement dated
as of April 4, 2011, with the purchaser, and Google Inc., as
guarantor.

The Debtors relate that at this time, the residual patent assets
are one of their largest remaining assets.  The Stalking Horse
Agreement contemplates the sale of approximately 6,000 U.S. and
foreign patents and patent applications spanning wireless,
wireless 4G, data networking, optical, voice, internet, service
provider, semiconductors and other patent portfolios.  The patent
portfolio touches nearly every aspect of telecommunications and
additional markets as well, including Internet search and social
networking.

The material terms of the Stalking Horse Agreement includes:

Purchase Price          -- The Stalking Horse Purchaser will pay
                           to the sellers, through their
                           Distribution Agent, a purchase price of
                           $900 million in cash, which includes
                           $45 million to be held in escrow to
                           secure indemnity obligations.

Good Faith Deposit      -- The good faith deposit of $27,000,000
                           in cash will be applied to the purchase
                           price to be paid by the Stalking Horse
                           Purchaser at Closing.

Assumed Liabilities     -- The liabilities to be assumed by the
                           Stalking Horse Purchaser include, among
                           others, (i) all liabilities with
                           respect to the ownership or
                           exploitation of the Assets by or
                           through the Purchaser arising after the
                           Closing Date, (ii) all liabilities
                           arising from or in connection with the
                           performance of the Assigned Contracts
                           (or breach thereof), if any, after the
                           Closing Date and (iii) all liabilities
                           for any Tax that the Purchaser bears.

Concurrently with the closing, the Stalking Horse Purchaser will
grant to the sellers a license under the transferred patents, the
purchased specified UK patents and certain other patents acquired
under the Agreement.

The assets will be transferred free and clear of all claims and
interests other than those expressly assumed by the Stalking Horse
Purchaser.

The sellers have agreed to pay the Stalking Horse Purchaser an
aggregate fee of $25,000,000, which break-up fee is equal to
approximately 2.8% of the estimated aggregate purchase price.
The sellers also agreed to pay the Stalking Horse Purchaser's
reasonable and documented out-of-pocket costs and expenses in
connection with the preparation, execution and performance of the
Stalking Horse Agreement, which will not exceed $4,000,000, which
is equal to approximately 0.4% of the estimated aggregate Purchase
Price.

The Debtors scheduled an auction for 9:00 a.m. (ET) on June 20,
2011, at the offices of Cleary Gottlieb Steen & Hamilton LLP
located at One Liberty Plaza, New York City.

The Debtors propose a hearing on the requested asset sale on May
2, 2011, at 10:00 a.m.   Objections, if any are  due April 18, at
4:00 p.m.

                       About Nortel Networks

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

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

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

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

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

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

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


NORTHCORE TECHNOLOGIES: Posts C$699,000 Net Loss in Q4 2010
-----------------------------------------------------------
Northcore Technologies Inc. announced on March 31, 2011, its
financial results for the fourth quarter and fiscal year ended
Dec. 31, 2010.

Northcore reported consolidated revenues of C$192,000 for the
quarter, an increase of C$52,000 or 37% from the C$140,000
generated in the third quarter of 2010.  In the same period of
2009, Northcore generated consolidated revenues of C$179,000.  For
the year ended Dec. 31, 2010, Northcore reported consolidated
revenues of C$636,000, a decrease of C$123,000 or 16% from the
C$759,000 generated in 2009.

Northcore reported a loss for the fourth quarter of C$669,000.
This compares to a loss of C$1,044,000 in the third quarter of
2010.  In the same period of 2009, Northcore reported a loss of
C$607,000.  Northcore's loss for the year ended Dec. 31, 2010, was
C$2,918,000, as compared to a loss of C$2,409,000 in 2009.  The
increase in loss was attributed to the non-cash expense of
C$544,000 for impaired value an investment, which if normalized,
yields similar year over year results.

As at Dec. 31, 2010, Northcore held cash of C$90,000 and accounts
receivable of C$157,000.

At Dec. 31, 2010, Northcore had C$314,000 in total assets,
C$1.7 million in total liabilities, and a stockholders' deficit of
C$1.4 million.

"I can succinctly summarize our 2010 results: We're not there
yet," said Duncan Copeland, CEO of Northcore Technologies.
"Although we submitted more proposals for new business in 2010
than in any year in our history, the take-up rate has been slow
and the demise of Southcore was a disappointment.  Nothing
ventured, nothing gained.  Yet today I am more optimistic than at
any time since the go-go days of Bid.com; and this time I'm
confident it's not an illusion.  We have started 2011 with two new
service agreements that position Northcore to receive transaction
based revenues, with the objective of participating more directly
in the commercial success of our customers.  We also added a new
product within our Working Capital Engine and are expanding the
connectivity of mobile applications, for broader functionality and
reach into our Joint Venture customer targets.  Finally, our
development activity for Discount This is progressing according to
plan and we are optimistic about the potential value of our patent
protected intellectual property, as it relates to the emerging
online group coupon discount marketplace.  During the conference
call we held on Nov. 11, 2010, to discuss our third quarter, I
alluded to potential developments in the first half of 2011 that
were very exciting.  All I can say at this time is that we believe
that we are seeing that potential realized."

"The Company has not yet realized profitable operations and has
relied on non-operational sources of financing to fund operations,
the Company disclosed in the Notes to the Consolidated Financial
Statements.

"The Company's ability to continue as a going concern will be
dependent on management's ability to successfully execute its
business plan including a substantial increase in revenue as well
as maintaining operating expenses at or near the same level as
2010.  The Company cannot provide assurance that it will be able
to execute on its business plan or assure that efforts to raise
additional financings will be successful."

A complete text of the press release is available for free at:

                       http://is.gd/fF1Yqr

A copy of the 2010 financial statements is available for free at:

                       http://is.gd/qbRIVT

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.


NORTHWESTERN STONE: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of Northwestern Stone, LLC.

The Creditors' Committee members are:

   1. Madison Truck Sales, Inc.
      Attn: Attorney Roger Sage
      30 W. Mifflin St., Ste. 1001
      Madison, WI 53703
      Tel No.: (608) 258-8855

   2. Ahlgrimm Explosives Co.
      Attn: John Ahlgrimm
      1829 Ravenswood Court
      Appleton, WI 54913
      Tel No.: (920) 733-3535

   3. Brooks Tractor Inc.
      Attn: Mary Kay Brooks
      1900 W. Main St.
      P.O. Box 9
      Sun Prairie, WI 53590
      Tel No.: 837-5141

   4. Middleton Farmers Coop
      Attn: David Rischmueller
      P.O. Box 620348
      Middleton, WI 53562-0348
      Tel No.: (608) 831-5921

   5. Welton Family Limited Partnership
      Attn: Kurtis D. Welton
      702 N. Blackhawk Ave., Ste. 109
      Madison, WI 53705
      Tel No.: (608) 661-8808

Claire Ann Resop and von Briesen & Roper, S.C., serve as legal
counsel to the Creditors' Committee.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NORTHWESTERN STONE: Amends Schedules of Assets and Liabilities
--------------------------------------------------------------
Northwestern Stone, LLC delivered to the U.S. Bankruptcy Court for
the Western District of Wisconsin its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------            -----------     -----------
  A. Real Property               $14,335,000
  B. Personal Property           $10,949,372
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $10,451,313
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $140,960
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,488,353
                                 -----------    ------------
        TOTAL                    $25,284,372     $12,080,627

A copy of the Debtor's amended schedules of assets and liabilities
is available for free at:

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

                      About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NUTRACEA: BDO USA Gives Going Concern Doubt to Newly Emerged Firm
-----------------------------------------------------------------
NutraCea filed on March 31, 2011, its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2010.

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about NutraCea's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$184.8 million.  "Also, in November 2009, the Company filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.  Although the Company emerged from
bankruptcy in November 2010, there continues to be substantial
doubt about its ability to continue as a going concern."

The Company reported a net loss of $15.7 million on $31.6 million
of revenues for 2010, compared with a net loss of $32.2 million on
$33.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $53.2 million
in total assets, $30.8 million in total liabilities, and
stockholders' equity of $22.4 million.

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

                       http://is.gd/GrkfZc

NutraCea also filed on March 31, 2011, its quarterly reports for
the fiscal quarters ended March 31, 2010, June 31, 2010, and
Sept. 30, 2010.

A complete text of the above referenced quarterly reports are
available for free at:

                       http://is.gd/bd9OhL
                       http://is.gd/Viq0GO
                       http://is.gd/b3yKVd

Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products.  The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.

Nutracea filed for Chapter 11 bankruptcy protection on Nov. 10,
2009 (Bankr. D. Ariz. Case No. 09-28817).  NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.


ONE COMMUNICATIONS: S&P Withdraws Junk Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'CCC+' corporate credit rating on Burlington, Mass.-
based competitive local exchange carrier One Communications Corp.
at the company's request following its acquisition by Earthlink
Inc.


OUTSOURCE HOLDINGS: Selling Jefferson Bank to MidSouth via Ch. 11
-----------------------------------------------------------------
Outsource Holdings, owner of the Jefferson Bank, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-41938) in Forth Worth,
Dallas, to sell the bank to MidSouth Bancorp Inc. under 11 U.S.C.
Sec. 363.

The Debtor's only significant asset is its ownership of all of the
outstanding capital stock of Jefferson Bank, which is a state bank
with five branch locations in the Dallas/Fort Worth metroplex.
The Debtor's only significant liabilities are its obligations to
the holders of debt instruments issued by the Debtor.  There are
three groups of creditors -- (i) holders of notes issued in 2010
owed  $200,000; (ii) holders of notes issued in 2009, who have
claims for $7,000,000 and (iii) statutory trusts holding notes in
the amount of $5,000,000, which are contractually subordinated to
other creditors.

MidSouth Bancorp, Inc., in a statement on Monday said its
subsidiary, MidSouth Bank, N.A., has entered into an agreement
with Jefferson Bank and First Bank & Trust Company to acquire five
Jefferson Bank branches located in the Dallas-Fort Worth, Texas
area.  As part of the branch acquisition, MidSouth expects to
acquire approximately $70 million in loans and to assume over
$150 million in deposits.  MidSouth anticipates that the
acquisition will be completed before July 31, 2011.

"For valid and justifiable business reasons, I the Debtor believes
that a sale/merger of its interests in Jefferson Bank before
August 2011 offers the best opportunity for maximizing the value
of this asset for this bankruptcy estate and its creditors.
However, the Debtor has been unable to obtain consent from its
creditors to conduct such a sale or merger outside of bankruptcy.
Such consent would be necessary for any sale/merger under
applicable contractual terms," says Jeff P. Prostok, Esq., at
forshey & Prostok, LLP, in Ft. Worth, Texas, in a court filing.

"Since the Debtor believes that a sale before August 20 II is
necessary to avoid significant and sudden further declines in the
value of its interests in Jefferson Bank, the Debtor believes its
fiduciary duties to its creditor body as a whole required the
initiation of this Bankruptcy Case.  This Bankruptcy Case will
enable this sale/merger process to go forward in a timely fashion,
thereby preserving the value of the Debtor's assets, and avoiding
a situation in which a few deeply subordinated creditors could
hold the Debtor's assets and other creditors hostage, leading to
further, avoidable losses for those other creditors.  The Debtor
then plans to propose and confirm a chapter 11 plan that will
enable creditors to continue to receive sale proceeds as those
come in and appoint a neutral estate representative to ensure that
the estate receives the full consideration due under a sale
agreement."

                     Sale to MidSouth

The Debtor, with the aid of investment banking firm Keefe,
Bruyette & Woods, Inc., had been marketing this asset for more
than one year prior to the Petition Date.  KBW receive 16 signed
confidentiality agreements from potential investors.  Two parties
submitted formal indications of interest -- MidSouth and Green
Bancorp Inc.  The Debtor's directors deemed the MidSouth bid to be
the only acceptable bid.

According to Mr. Prostok, the best offer obtained by the Debtor is
something of a hybrid offer involving two different investors:

          (A) First Bank Lubbock Bancshares, Inc., has entered
into an Acquisition Agreement.  Under the Acquisition Agreement,
the Debtor will permit Jefferson Bank to merge with the wholly
owned subsidiary of FBLB, First Bank & Trust, Lubbock, Texas,
resulting in the extinguishment of the Debtor's interests in
Jefferson Bank.  In exchange for this, FBLB will pay the Debtor
$2,021,000 in cash at closing, plus up to another $8,979,000 in
cash within four years of closing, subject to adjustments based on
the book value of Jefferson Bank prior to closing and various
losses suffered by First Bank & Trust post-merger on account of
the assets that had been owned by Jefferson Bank and First Bank &
Trust's ongoing obligations to MidSouth Bank, N.A.

          (B) MidSouth Bank, N.A., a wholly owned subsidiary of
MidSouth Bancorp, has entered into a Purchase and Assumption
Agreement with First Bank & Trust and Jefferson Bank.  Under the
MidSouth Agreement, upon the merger of First Bank & Trust and
Jefferson Bank, MidSouth will buy certain assets from First Bank
&Trust and Jefferson Bank, including owned real estate, leased
real estate, various loans, and other personal property in
exchange for a payment of an estimated $11,600,000 to Jefferson
Bank. The ultimate purchase price is subject to adjustment
depending on various factors, including the unpaid principal
balances at closing on the loans being sold, the amount of the
deposits being assumed at closing, and Jefferson Bank's cash on
hand at closing.  MidSouth will also acquire certain liabilities
from Jefferson Bank, including Jefferson Bank's liabilities to its
depositors.  MidSouth will also offer employment to most of
Jefferson Bank's employees.

               First Bank and MidSouth Backstop Deal

According to Mr. Prostok, in essence, MidSouth is buying a
majority of the assets of Jefferson Bank along with its branch
locations and deposit liabilities for the value of those assets
less the amount of those liabilities.  Jefferson Bank will then
merge with First Bank & Trust. After the closing of this
transaction, First Bank & Trust will continue to be obligated to
provide certain ongoing protections to MidSouth-First Bank & Trust
will be obligated to indemnify MidSouth and hold MidSouth hmmless
from any losses caused by any breaches of the covenants,
warranties, and representations made by Jefferson Bank to
MidSouth.  These covenants, warranties, and representations are
extensive-among other things, First Bank & Trust will be assuming
Jefferson Bank's covenants to effectively transfer the loans to
MidSouth and to repurchase from MidSouth loans that cease
performing within three months of closing.

Upon completion of the merger of First Bank & Trust with Jefferson
Bank, First Bank & Trust will "acquire" through merger Jefferson
Bank's remaining assets, along with the estimated $11,600,000 in
cash that Jefferson Bank will have on hand ii-om the sale to
MidSouth.  First Bank & Trust's parent holding company, FBLB, will
pay the Debtor an estimated $11,000,000 in connection with the
merger.  The ultimate purchase price is partially subject for
adjustments for, among other things, the unpaid principal balances
at closing on the loans being sold, losses incuned as a result of
the assets owned by Jefferson Bank, and liabilities incurred from
First Bank & Trust to MidSouth under the MidSouth Agreement.  Of
the $11,000,000 to be paid to the Debtor, $2,021,000 is firm,
guaranteed, and not subject to adjustment if the deal closes,
regardless of First Bank & Trust's future losses arising Ji-om
these transactions.

According to Mr. Prostok, these proposed transactions essentially
set up a loss pass-through arrangement if First Bank & Trust
incurs losses due to its ongoing guarantees to MidSouth under the
MidSouth Agreement, or if First Bank & Trust incurs losses arising
from the assets acquired from Jefferson Bank, then First Bank &
Trust in turn will owe correspondingly reduced consideration to
the Debtor.  This arrangement fully protects MidSouth from losses
and expenses apart from the purchase price being paid by MidSouth
to Jefferson Bank.  This arrangement also partially protects First
Bank & Trust from losses and expenses apart from the purchase
price being paid to the Debtor, up to the full amount of the
contingent consideration that would otherwise be owed to the
Debtor.  However, it should be noted that First Bank & Trust has
no limit on its exposure to MidSouth, whereas the Debtor's
exposure to First Bank & Trust is limited to the contingent
consideration that would otherwise be owed to the Debtor by First
Bank & Trust.

This arrangement matches market expectation for such transactions-
the marketplace for potentially troubled financial institutions is
defined by the Federal Deposit Insurance Corporation, which
routinely provides buyers of leveraged financial institutions with
a "backstop," under which the FDIC, backed by the credit of the
federal government, promises in essence to insure buyers of
troubled institutions against losses exceeding a celtain amount.

To induce MidSouth to spend the time and money needed to conduct
its due diligence regarding this transaction, First Bank & Trust
has promised to pay MidSouth $500,000 in the event that the
MidSouth Agreement is terminated.  Jefferson Bank has in turn
promised to reimburse First Bank & Trust in the event the MidSouth
Agreement is terminated, which will only happen if a better offer
is received for Jefferson Bank or its assets.

To induce First Bank & Trust's parent FBLB to agree to this
termination fee and to incur its own due diligence costs, the
Debtor has promised to reimburse FBLB for FBLB and First Bank &
Trust's own expenses and costs up to $200,000 in the event that
the Acquisition Agreement is terminated.

The Debtor believes that it can obtain the requisite regulatory
approval for these transactions before August 2011 if the Court
were to approve this transaction within approximately 60 days of
the Petition Date.

                         Bankruptcy Auction

The Debtor is seeking bankruptcy approval to set the FBLB and
MidSouth offers as a stalking horse bid.  If the Debtor receives
bona fide offers that will provide the estate with greater net
consideration than the FBLB/MidSouth offers, the Debtor will hold
either hold an auction or continue with a private, negotiated sale
process among parties making qualified bids.

The Debtor, however, does not want to incur the expenses and delay
of an auction process if it has not received bids that are
materially better than the FBLB/MidSouth offer in terms of price,
genuineness, and feasibility.  Qualifying bids must provide
greater consideration than the offer on the table, and the Debtor
will not hold an auction if it does not receive any qualifying
bids.

The Debtor proposes this timeline for this marketing process,
subject of course to the Court's availability:

    April 25-29      Hearing to approve break-up fees and auction
                     process.

    May 6            Initial bids due.

    May 11           The Debtor announces Qualified Bidders, if
                     any, and whether Auction will occur.

    May 11-20        The Debtor conducts private sale and
                     negotiation process, if any.

    May 16           The Debtor conducts Auction, unless
                     supplanted by private sale and negotiation
                     process.

    May 16-18        If Debtor receives no Qualified Bids, then
                     hearing to approve FBLB/MidSouth transaction.

    May 20           The Debtor files notice with the Court
                     disclosing winner of the auction or private
                     sale process and the terms of the winning
                     offer.

    May 30-June 3    Sale hearing to approve sale to winner of
                     auction or private sale process.

MidSouth Bancorp, Inc. is a bank holding company headquartered in
Lafayette, Louisiana, with assets of $1.0 billion as of Dec. 31,
2010.  Through its wholly owned subsidiary, MidSouth Bank, N.A.,
MidSouth offers a full range of banking services to commercial and
retail customers in south Louisiana and southeast Texas. MidSouth
Bank has 34 locations in Louisiana and Texas and 48 ATMs.


OUTSOURCE HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Outsource Holdings, Inc.
        7806 Indiana Avenue
        Lubbock, TX 79423

Bankruptcy Case No.: 11-41938

Chapter 11 Petition Date: April 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jpp@forsheyprostok.com

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

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

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

The petition was signed by Doug Boyd, director.


PARK-OHIO INDUSTRIES: Moody's Puts B3 Rating to $250MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Park-Ohio
Industries, Inc.'s new $250 million senior notes due 2021, and
affirmed the company's B2 Corporate Family Rating.  These new
notes replace the previously proposed (but never issued)
$250 million senior subordinated notes, the rating on which is
being withdrawn concurrent with assignment of rating to the new
notes.  Park-Ohio intends to refinance its existing asset-based
senior secured revolving credit facility, senior secured term
loans, and senior subordinated notes with the proceeds of the
$250 million senior notes issuance and drawing down on an amended
$200 million asset-based senior secured revolving credit facility.
This transaction will improve the company's debt maturity profile
and liquidity on a pro forma basis.  The rating on the existing
senior subordinated notes due 2014 will be withdrawn at the
completion of the refinancing transaction.  The rating outlook is
stable.

Ratings Rationale

The B2 rating favorably reflects a broad product portfolio,
relatively diversified customer base, expected cyclical
improvement in end markets, and countercyclical cash flows that
support liquidity during an economic downturn.  A good near-term
liquidity position and extension of the company's debt maturity
profile by its proposed refinance transaction also support the
CFR.  The CFR also reflects improved liquidity and leverage
metrics for Park-Ohio and Moody's expectations for continued
operating improvement.  However, the CFR is constrained by small
scale, high debt leverage, and exposure to cyclical end markets.

This is a summary of the rating actions:

Ratings assigned:

   -- New $250 million 8.125% senior notes due 2021 at B3 ( LGD 5;
      73%)

Ratings affirmed:

   -- Corporate Family Rating at B3;

   -- Probability of Default Rating at B3;

   -- $183 million senior subordinated notes due 2014 at B3 ( LGD
      5; 77%)*

      *to be withdrawn after completion of refinancing
       transaction.

Ratings withdrawn:

   -- Proposed $250 million senior subordinated notes due 2021 at
      B3 ( LGD 5; 73%)

Outlook remains stable.

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

Park-Ohio Industries, Inc., headquartered in Cleveland, Ohio, is
an industrial supply chain logistics and diversified manufacturing
business operating in three segments: Supplier Technologies,
Aluminum Products, and Manufactured Products.  Park-Ohio's
revenues were $814 million in 2010.


PATIENT SAFETY: Closes $7.1 Million Common Stock Offering
---------------------------------------------------------
Patient Safety Technologies, Inc., announced the closing of a $7.1
million common stock financing.  The investors, led by a new
institutional investor, together with several existing
shareholders and certain members of senior management, purchased
9.48 million shares of common stock at a price of $0.75 per share.
Proceeds from the offering will be used for general corporate
purposes including investing in the continued market penetration
of the Company's core offering, the SurgiCount Safety-Sponge(R)
System, a solution proven to improve patient outcomes and reduce
healthcare costs by preventing one of the most common errors in
surgery, retained surgical sponges.

"After successfully implementing an aggressive cost reduction and
restructuring initiative last year, the subsequent goal of this
new management team was to properly capitalize the company to help
us achieve our growth objectives.  This offering will help us
continue to execute our growth plans and positions us well to
accelerate our market expansion and new product development," said
Brian E. Stewart, President and Chief Executive Officer of Patient
Safety Technologies.

Given the substantial improvement to the Company's liquidity from
this offering and the proximity of the offering to the normal due
date of Company's annual report on Form 10K for the fiscal year
ended Dec. 31, 2010, the Company also announced that it intends to
file a Form 12B-25 to allow the Company additional time to
evaluate the impact of the offering on its financial position.
The Company expects that it will comply with SEC's Rule 12B-25 and
accordingly that it will be deemed timely in the filing of its
Form 10K.

                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2010, showed
$12.02 million in total assets, $10.10 million in total
liabilities, and a stockholders' equity of $1.92 million.

                          *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PATIENT SAFETY: Delays Filing of 2010 Annual Report
---------------------------------------------------
Patient Safety Technologies, Inc., informed the U.S. Securities
and Exchange Commission that its annual report on Form 10-K for
the annual period ended Dec. 31, 2010 cannot be filed within the
prescribed time period without unreasonable expense or delay based
on delays experienced in the finalization of the audit of the
Company's Dec. 31, 2010 financial statements and the Company's
annual report on Form 10-K as a result of the Company's recent
focus on completing a significant equity financing.  The Company's
annual report on Form 10-K is expected to be filed within the 15
calendar day extension permitted by the rules of the Securities
and Exchange Commission.

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2010, showed
$12.02 million in total assets, $10.10 million in total
liabilities, and a stockholders' equity of $1.92 million.

                          *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PAYMENT DATA: Delays Filing of 2010 Annual Report
-------------------------------------------------
Payment Data Systems, Inc., notified the U.S. Securities and
Exchange Commission that it requires additional time to complete
the auditor's review of the Company's financial statements in
order to complete the 10-K prior to filing.

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

The Company's balance sheet at Sept. 30, 2010, showed $853,911 in
total assets, $1.38 million in total current liabilities, and a
stockholder's deficit of $526,674.

As reported in the Troubled Company Reporter on April 21, 2010,
Akin, Doherty, Klein & Feuge, P.C., in San Antonio, Tex.,
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
substantial losses since inception, which has led to a deficit in
working capital.


PITTSBURGH GLASS: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
preliminary 'B+' corporate credit rating on Pittsburgh Glass Works
LLC (PGW).  The outlook is stable.  "At the same time, we
assigned our preliminary 'B+' issue-level rating and preliminary
'3' recovery rating on the company's $300 million senior secured
notes," S&P noted.

"Our ratings are based on our assessment of PGW's business and
financial risk profiles," said Standard & Poor's credit analyst
Lawrence Orlowski.  "The business risk profile is weak, reflecting
volatile auto industry demand, stiff competition, and sales
concentration in North America, but also the company's important
market position, substantial aftermarket business, and profitable
insurance and services business.  The aggressive financial risk
profile reflects our assumption that the company could use about
$8 million in cash this year and that adjusted debt to EBITDA will
be about 3.2x at the end of 2011," S&P noted.

PGW reports that it is the largest manufacturer and distributor of
auto glass and related products to original equipment
manufacturers (OEMs) in North America and is the second-largest
manufacturer and distributor of auto glass and related sundries
for the North American aftermarket.  The OEM division represents
49% of total revenue.  Customer diversity is fair; the top five
customers account for 40% of revenue.

Moreover, the company offers a profitable suite of software and
services that manage auto glass insurance claims and inventory
work flow for glass retailers.  The latter segment is more
profitable than its core glass market, and access to this market
feeds incremental business for PGW's aftermarket replacement
division.  "Although not incorporated into our rating, loss of
share or of a major customer in this business would have a
disproportionate effect on credit quality," S&P noted.

Management has undertaken a series of initiatives to reduce the
number of distribution centers, close high-cost manufacturing
facilities, and lower headcount.  This has led to annual cost
savings of more than $50 million.

PGW's plants are operating at close to 100% capacity, as measured
by the company, but it is investing in additional capacity in the
U.S. and Europe.  The company is expanding manufacturing
facilities in Poland and the Southeast U.S. and upgrading its
Evansville furnace.  The company continues to invest in surface
control and optical technologies as well as in proprietary IT.
"We therefore expect the ratio of capital expenditures to sales to
rise significantly in 2011 from the 4% of last year," S&P noted.

At year-end 2010, lease-adjusted total debt to EBITDA was about
3.8x.  "For the rating, we expect adjusted debt to EBITDA to
remain at 3.0x to 4.0x and cash use not to exceed $15 million in
2011.  Liquidity is adequate under our criteria," S&P said.

"The stable outlook reflects our view that PGW's credit measures
will remain in line with the rating, given our assumption of
improving light-vehicle demand and steady aftermarket growth.  For
the rating, we expect annual cash use of less than $15 million,"
S&P stated.

"To raise the rating, we would expect to see leverage under 3.0x.
This could occur if revenue in 2011 rose at least 10% and gross
margins were above 30.5%.  We would also expect the company to
generate at least $25 million to $30 million in annual free
operating cash flow on a sustained basis," S&P noted.

"We could lower the rating if sales for light vehicles declined
because of weakening economic conditions or if the insurance
business earnings dropped significantly, and, as a result, the
company started to use more than $15 million in free operating
cash flow annually.  We could also lower the rating if leverage
moved above 4.0x, which could occur if the company's gross
margins fell below 27.5% with flat growth in sales," S&P related.


POINT BLANK: Files Form 15 to Deregister its Common Stock
---------------------------------------------------------
Point Blank Solutions, Inc., announced on April 4, 2011, that it
filed a Form 15 with the Securities and Exchange Commission to
terminate the registration of the Company's common stock under the
Securities Exchange Act of 1934, as amended.  The Form 15 was
filed in connection with the Company's settlement agreement with
the SEC that was approved by the United States Bankruptcy Court
for the District of Delaware on March 29, 2011.

Upon the filing of the Form 15, the Company's obligation to file
periodic and current reports with the SEC, including Forms 10-K,
10-Q, and 8-K, was suspended immediately.  The Company expects
that the deregistration will become effective 90 days after the
filing of the Form 15.  Following deregistration, it is expected
that the Company's common stock will continue to be eligible for
quotation on the Pink Sheets, an electronic network through which
participating broker-dealers can make markets and enter orders to
buy and sell shares of companies.

Following deregistration, the Company will continue its Chapter 11
reorganization process.  The Company fully intends to continue all
business operations throughout the administration of the
bankruptcy cases of the Company and its subsidiaries.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14,
2010.  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POINT BLANK: Seeks Court OK to Implement KEIP
---------------------------------------------
BankruptcyData.com reports that Point Blank Solutions filed with
the U.S. Bankruptcy Court a motion seeking approval to implement a
key employee incentive plan for nine key employees.  The total
amount of incentive payments that could be payable under the Plan
is $271,000.  The Court scheduled a May 17, 2011, hearing to
consider the KEIP.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


PONIARD PHARMA: Recurring Losses Cue Going Concern Doubt
--------------------------------------------------------
Poniard Pharmaceuticals, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Poniard's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and negative cash flows from operations.

The Company said in the filing that it is seeking to address its
liquidity needs by exploring strategic alternatives potentially
available to it, including a merger with or acquisition by another
company, the sale or licensing of the company assets, a
partnership, or recapitalization of the Company.  In addition, the
Company is continuously evaluating measures to reduce its costs
and preserve additional capital.

"If the Company is unable to secure additional capital to fund
working capital and capital expenditure requirements and/or
complete a strategic transaction in a timely manner, it may be
forced to explore liquidation alternatives, including seeking
protection from creditors through the application of bankruptcy
laws."

The Company reported a net loss of $30.0 million for 2010,
compared with a net loss of $45.7 million for 2009.  To date, the
Company has not received any revenues from sales of picoplatin,
the Company's lead product candidate.

At Dec. 31, 2010, the Company's balance sheet showed $11.6 million
in total assets, $3.2 million in total liabilities, and
stockholders' equity of $8.4 million.

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

                       http://is.gd/Zl3yNo

Based in San Francisco, Calif., Poniard Pharmaceuticals, Inc.
(Nasdaq: PARD) -- http://www.poniard.com/-- is a
biopharmaceutical company focused on the development and
commercialization of innovative oncology products.

The Company's lead product candidate is picoplatin, a new
generation platinum-based cancer therapy that has the potential to
become a platform product for use in different formulations, as a
single agent or in combination with other anti-cancer agents, to
treat multiple cancer indications. Picoplatin is a
chemotherapeutic designed to treat solid tumors that are resistant
to existing platinum-based cancer therapies.


POSITRON CORP: Incurs $10.92 Million Net Loss in 2010
-----------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$10.92 million on $4.62 million of sales for the year ended
Dec. 31, 2010, compared with a net loss of $5.75 million on $1.44
million of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.17 million
in total assets, $5.26 million in total current liabilities and
$86,000 in total stockholders' deficit.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/dQ3fmj

                     About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.


POWER EFFICIENCY: Incurs $3.27 Million Net Loss in 2010
-------------------------------------------------------
Power Efficiency Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $3.27 million on $576,797 of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $4.17 million on
$283,990 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.08 million
in total assets, $1.14 million in total liabilities, and
$3.94 million in total stockholders' equity.

BDO USA, LLP, in Las Vegas, Nevada, noted that the Company has
suffered recurring losses and has generated negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/7ojhZp

Las Vegas, Nevada-based Power Efficiency Corporation (OTC BB:
PEFF) -- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.


PRODUCTION RESOURCE: S&P Puts 'B-' Corp. Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for New Windsor, N.Y.-based Production Resource
Group LLC on CreditWatch with positive implications.

"In addition, we assigned Production Resource Group Inc.'s new
$400 million senior unsecured notes due 2019 our preliminary
issue-level rating of 'B-' (one notch below our expected corporate
credit rating for company if the transaction closes).  We also
assigned this debt a preliminary recovery rating of '5',
indicating our expectation of modest (10% to 30%) recovery for
lenders in the event of a payment default.  The company plans to
use the proceeds to refinance its existing capital structure," S&P
related.

The rating on Production Resource Group LLC (PRG) reflects
Standard & Poor's Ratings Services' expectation that the company's
leverage will remain high, its financial policy will remain
aggressive, and that it will require high capital expenditures for
growth.  "It also reflects our expectation that PRG will continue
to benefit from the economic recovery, and grow as a result of
recent acquisitions.  We assess PRG's business risk profile as
vulnerable because the company operates in fragmented and
competitive niche markets.  We assess PRG's financial profile as
highly leveraged, based on the company's heavy debt burden
relative to its cyclical cash flow," S&P stated.

PRG is a provider in the niche markets for lighting, audio, video,
and scenic equipment and related services for live events and
theatrical productions.  These markets are highly fragmented and
competitive.  Many of the company's competitors are small
regionally based companies providing a single service.  Barriers
to entry are relatively low, causing pricing pressure.  The
company is also exposed to the unpredictable nature of the concert
tour business, economic cyclicality, and short average runs of
musicals and plays.

For 2010, PRG's revenue increased 71% mostly because of the
acquisition of PROCON in December 2009. EBITDA grew 47%.  "In
2011, we believe that revenue will grow at a single-digit
percentage rate and EBITDA will grow in the teens due to the
company continuing to benefit from a strengthening economy and
acquisition activity, partially offset by a decline in lower-
margin one-time projects, such as the World Expo and the Qatar
Convention Center installation," S&P related.


PULTE GROUP: S&P Affirms 'BB-' Corporate; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on PulteGroup Inc.  "At the same time, we affirmed our
'BB-' corporate credit on the company and our senior unsecured
debt ratings on the Pulte Group and Centex Corp., its subsidiary.
We also revised our recovery rating on the debt to '3' from '4'.
These actions affect roughly $3.4 billion of senior unsecured
notes," S&P related.

"Despite considerable scale and diversity, PulteGroup has been
slower to return to profitability relative to several peers, and
the company's recent losses have contributed to the high leverage
and weak EBITDA that marks this company's aggressive financial
profile," said credit analyst James Fielding.

"Our negative outlook reflects the heightened potential for a one-
notch downgrade if our expectation for a modest recovery in demand
for new homes does not take hold through the balance of the year
and it appears likely that 2011 GAAP losses would be significantly
larger than the zero-to-$100 million loss we assume under our
baseline scenario.  Additionally, we would lower our rating if the
company accelerated discretionary land investment such that
unrestricted cash drops below $1 billion.  We ascribe a lower
probability to the latter scenario," S&P added.


R & S ST. ROSE: Case Summary & Creditors Lists
----------------------------------------------
DEBTOR: R & S St. Rose Lenders, LLC
        3110 S. Durango Drive, #203
        Las Vegas, NV 89117

Bankruptcy Case No.: 11-14973

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & STEPHENS
                  810 S. Casino Center Boulevard, Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Scheduled Assets: $12,041,574

Scheduled Debts: $19,688,291

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R & S St. Rose, LLC                   11-14974            04/04/11
  Scheduled Assets: $16,821,500
  Scheduled Debts: $48,293,866

The petitions were signed by Saiid Forouzan Rad, president of
Forouzan, Inc.

(A) R & S St. Rose Lenders' List of 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
R&S Investment Group               Business Expense     $5,542,597
Attn: Bankruptcy Dept/Managing Agent
3110 S. Durango Drive, #203
Las Vegas, NV 89117

Sassan Yehouda Ohebsion            Business Expense     $1,350,000
Attn: Bankruptcy Dept/Managing Agent
2639 4th Street, #B
Santa Monica, CA 90405

Double E. Family                   Business Expense     $1,315,000
Attn: Bankruptcy Dept/Managing Agent
3650 N. Rancho Drive, #104
Las Vegas, NV 89101

Zomco                              Business Expense     $1,100,000
Attn: Bankruptcy Dept/Managing Agent
2007 W. Beverly Glen, #301
Los Angeles, CA 90025

Eckley Keach                       Judgment             $1,015,952
Attn: Bankruptcy Dept/Managing Agent
520 S. Fourth Street
Las Vegas, NV 89101

Dr. Rahmat Rafi                    Business Expense       $550,000
Attn: Bankruptcy Dept/Managing Agent
c/o Caroline Rafi
4069 Caminito Suero
San Diego, CA 92122

Forouzan Partnership-Mitra         Business Expense       $550,000
Attn: Bankruptcy Dept/Managing Agent
3110 S. Durango, #203
Las Vegas, NV 89117

Jeffrey Harris                     Business Expense       $500,000
Attn: Bankruptcy Dept/Managing Agent
7 Oak Lane
Scarsdale, NY

Victoria Baks                      Business Expense       $500,000
Attn: Bankruptcy Dept/Managing Agent
214 Gallogly Road
Auburn Hills, MI 48326

Keyvan Setareh                     Business Expense       $400,000
Attn: Bankruptcy Dept/Managing Agent
501 Amalfi Drive
Pacific Palisades, CA 90272

Merle Harris Trust                 Business Expense       $400,000
Attn: Bankruptcy Dept/Managing Agent
5158 Woodland Trail
Jeddo, MI 48032-2871

Edward Narens Trust                Business Expense       $300,000
Attn: Bankruptcy Dept/Managing Agent
29200 Northwestern Highway, #200
Southfield, MI 48034

George Nyman/ Pro Prop Mgmt        Business Expense       $300,000
Attn: Bankruptcy Dept/Managing Agent
2900 W. Maple Road
Troy, MI 48084

Moulouk Forouzan                   Business Expense       $300,000
Attn: Bankruptcy Dept/Managing Agent
10350 Wilshire Boulevard, #1204
Los Angeles, CA 90024

Sharareh Makhani                   Business Expense       $300,000
Attn: Bankruptcy Dept/Managing Agent
P.O. Box 241334
Los Angeles, CA 90024

RPN Family Trust                   Business Expense       $255,000
Attn: Bankruptcy Dept/Managing Agent
10390 Wilshire Boulevard, #1210
Los Angeles, CA 90024

Steven & Gina Harris Trust         Business Expense       $250,000
Attn: Bankruptcy Dept/Managing Agent
2860 Filbert
San Francisco, CA 94123

Bruce H. Rosen                     Business Expense       $200,000

Jeffrey Novick                     Business Expense       $200,000

Shirley Harris Trust               Business Expense       $200,000

(B) R & S St. Rose's List of Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Colonial Bank                      Raw Land            $19,180,000
Attn: Bankruptcy Desk/Managing Agent
Douglas D. Gerrard, ESQ.
2450 St. ROSE Parkway, #200
Henderson, NV 89074

R&S Investment                     Business Loan          $192,606
Attn: Bankruptcy Desk/Managing Agent
3110 S. Durango Drive, #203
Las Vegas, NV 89117

R&S Investment                     Business Loan           $59,260
Attn: Bankruptcy Desk/Managing Agent
3110 S. Durango Drive, #203
Las Vegas, NV 89117

Bailus Cook & Kelesis, Ltd.        Attorney Fees           $22,000

SANTORO DRIGGS WALCH KEARNEY       Attorney Fees           $10,000

Forouzan, Inc.                     Personal Loan            $5,000

RPN, LLC                           Personal Loan            $5,000

BB&T                               Potential Judgment      unknown


RAY ANTHONY: Has Until April 13 to Propose Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended Ray Anthony International, LLC's exclusive periods to
file and solicit acceptances for the proposed plan of
reorganization until April 13, 2011, and June 13, respectively.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RIVER EAST: Files Schedules of Assets and Liabilities
-----------------------------------------------------
River East Plaza LLC filed with the U.S. Bankruptcy Court for the
Western District of Virginia its schedules of assets and
liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                     $15,000,000
B. Personal Property                   4,410,255
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $38,738,235
E. Creditors Holding
   Unsecured Priority
   Claims
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $6,530,416
                                     -----------      -----------
      TOTAL                          $19,410,255      $45,268,651

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


RIVER EAST: Authorized to Employ Whyte Hirschboeck as Counsel
-------------------------------------------------------------
Judge Bruce W. Black, bankruptcy judge of the United States
Bankruptcy Court for the Northern District of Illinois, has
authorized River East LLC to employ Whyte Hirschboeck Dudek S.C.
as counsel.

Whyte Hirschboeck will advise the Debtor with respect to its
duties as debtor-in-possession and take all actions in preserving
the Debtor's estate.  In addition, the firm will be representing
the Debtor in meetings and negotiations with creditors and will
also represent the Debtor in connection with obtaining
postpetition financing.

The Debtor will be paying Whyte Hirschboeck on an hourly basis in
accordance with its customary hourly rates.  Whyte Hirschboeck
hourly rates are:

     Shareholders               $275 to $495
     Associates                 $165 to $275
     Paralegals                 $105 to $175

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROBB & STUCKY: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, have
appointed these unsecured creditors to the Official Committee of
Unsecured Creditors in Robb & Stucky Limited LLLP's Chapter 11
case:

   (1) Turnberry Associates
       c/o Marcie Getelman, Associate General Counsel
       19501 Biscayne Boulevard, Suite 400
       Aventura, FL 33180-2337
       Tel No.: 305-937-6200
       Fax No.: 305-933-3509
       mgetelman@turnberry.com

   (2) Woodard-CM, LLC
       c/o C. Brett Burford, Chief Financial Officer
       P. O. Box 843731
       Dallas, TX 75284-3731
       Phone: 972-304-3769
       Fax: 972-304-3777
       bburford@craftmade.com

   (3) Marge Carson, Inc.
       c/o Jim LaBarge, CEO
       9056 East Garvey Avenue
       Rosemead, CA 91770-3335
       Phone: 626-571-1111
       Fax: 626-571-0924
       jiml@margecarson.com

   (4) E. J. Victor, Inc.
       c/o William G. Morrison, Jr. COO & CFO
       110 Wamsutta Mill Road
       P.O. Box 309
       Morganton, NC 28680
       Phone: 828-437-1991
       Fax: 828-438-0744
       billm@ejvictor.com

   (5) Ryder Truck Rental, Inc. Committee
       c/o Kevin P. Sauntry, Corporate Collection Manager
       Chairperson
       6000 Windward Parkway
       Alpharetta, GA 30005-4181
       Tel No.: 770-569-6511
       Fax No.: 770-569-6712
       kevin_sauntry@Ryder.com

   (6) Hancock & Moore, Inc.
       c/o Thomas J. O'Connell, VP Finance
       166 Hancock & Moore Lane
       Hickory, NC 28601 or
       P.O. Box 34444
       Hickory, NC 28603
       Tel No.: 828-495-1947
       Fax: 828-495-3021
       Tom@hancockandmoore.com

   (7) Lexington Home Brands
       c/o Ron Teglas, Director of Credit
       1300 National Highway
       Thomasville, NC 27360-2318
       Tel No.: 336-474-5658
       Fax No.: 336-474-5578
       Rteglas@lexington.com

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Creditors' Committee Wants Kobert as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Robb & Stucky
Limited LLLP's Chapter 11 case seek authority from the United
States Bankruptcy Court for the Middle District of Florida Tampa
Division to retain Roy S. Kobert, Esq. and the law firm of Broad
and Cassel as counsel.

Mr. Kobert was a president of the Central Florida Bankruptcy Law
Association and is designated "Board Certified" in business
bankruptcy law by the American Bankruptcy Institute.

The Committee proposes that Mr. Kobert will be paid hourly and
pursuant to the Bankruptcy Code.  Mr. Kobert's hourly rate is
$465.

In addition to Mr. Kobert, Ken Mather will be working on the file
and Lisa Vander Wiede, a senior paralegal will also work on the
engagement.  They will be paid $355 per hour and $195 per hour.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Creditors' Committee Wants BDO as Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Robb & Stucky
Limited LLLP's Chapter 11 case seek authority from the United
States Bankruptcy Court for the Middle District of Florida Tampa
Division to retain BDO Consulting, a division of BDO USA LLP, as
financial advisor.

BDO is a national accounting and consulting firm which maintains
offices at 135 West 50th Street, New York, New York 10020, and
other locations throughout the United States.

The Committee needs BDO to provide financial services including
analyses of the Debtor's financial operations and financial
ramifications of any proposed transactions like postpetition
financing or sale of the Debtor's assets.

The Debtor's estate will reimburse BDO for its hourly professional
charges and disbursements.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROBB & STUCKY: Seeks to Employ L.Schultz as External Accountant
---------------------------------------------------------------
Robb & Stucky Limited LLLP seeks authority from the United States
Bankruptcy Court for the Middle District of Florida Tampa Division
to employ David L. Schultz and the firm of LarsonAllen, LLP as
external accountants.

The Debtor says it needs Mr. Schultz's assistance in preparing tax
returns and related tax work.

LarsonAllen's customary hourly rates are:

     David L. Schultz           $300
     Managers                   $200 to $250
     Other Professional Staff   $100

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


RSAS HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RSAS Holdings, Inc.
        dba Ransom's Steakhouse & Saloon
        dba Eldorado Jacks
        300 CB Stewart Drive
        Montgomery, TX 77356

Bankruptcy Case No.: 11-32767

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW AND KOENIG PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441
                  E-mail: jkoenig@towkoenig.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Steve Treat, president.


SAKS INC: Fitch Upgrades Issuer Default Rating to 'BB-'
-------------------------------------------------------
Fitch Ratings has upgraded its long-term Issuer Default Rating
(IDR) on Saks Incorporated (Saks) to 'BB-' from 'B', and has also
taken the following rating actions:

   -- $500 million secured credit facility upgraded to 'BB+' from
      'BB/RR1';

   -- Senior unsecured notes revised to 'BB' from 'BB/RR1'.

The Rating Outlook is Stable.

The upgrades reflect better than expected same store sales trends
and the consequent improvement in EBITDA and credit metrics to
pre-recession levels.  Adjusted debt/EBITDAR improved to 4.2
times (x) in 2010 from 6.3x in 2009 and 13.0x in 2008, while
EBITDAR/interest + rents improved to 2.1x from 1.4x and 0.8x in
2009 and 2008, respectively.  Fitch expects leverage metrics to
improve further to the 3.0x-3.5x range over the next two to three
years, reflecting both improving profitability and the paydown of
$142 million of debt due October 2011.  Risks to ratings include
the high volatility and variability in sales and earnings and the
dependence on the flagship New York store, which accounts for over
20% of company sales but a higher percent of profit given
significantly higher sales per square foot.

Fitch expects Saks will be able to drive mid-single-digit
comparable store sales over the next two years -- in line with the
growth expected for the other luxury retailers, Neiman Marcus and
Nordstrom -- given the overall recovery in luxury spending.  This
compares favorably to the +/-1% growth expected for the overall
department store industry.  The three luxury department store
retailers outperformed the sector in 2010 with a 10% increase in
top line versus an overall decline of 1% in department store
industry sales.

In addition, Fitch expects the luxury department store retailers
to be largely unaffected by increased commodity costs given that
raw materials are a small component of total costs of goods sold
and the ability of high-end retailers to pass along price
increases given a premium quality/price matrix.  As a result,
Saks' profitability is expected to improve on gross margins that
should be flat to modestly up and the company's ability to
leverage fixed costs on mid-single-digit top line growth.

Incorporated in the ratings is the lower sales productivity and
profitability of Saks stores relative to its two closest peers.
For 2010, Saks' average sales per square foot excluding its New
York flagship store was under $320 versus approximately $400 at
Nordstrom and $480 at Neiman Marcus.  As a result, EBITDA margin
at Saks was 8.0% in 2010 versus 12.7% at Neiman Marcus and 15.0%
at Nordstrom (excluding Nordstrom's credit card business). Even
pre-recession, Saks EBITDA margin at just over 7% in 2007 lagged
significantly behind mid-teen operating margins for these two
retailers.  Fitch does not expect Saks to completely close the gap
with Neiman Marcus on sales productivity or EBITDA margins given
the latter has superior real estate locations and brand matrix
with its markets.  However, Saks' EBITDA margins could reach north
of 10% over time if the company can drive mid-to-high single-digit
comparable store sales growth through upgrading and broadening its
merchandise mix and through targeted investments in its stores.
In addition, Saks has also closed seven underperforming full-line
stores since mid-2010 that were generating $135 in annual sales
per square foot.

Saks further improved its liquidity position in 2010, ending the
year with cash of $198 million versus $147 million in 2009, on
free cash flow of $68 million.  The company recently amended and
extended its $500 million secured credit facility to March 29,
2016, with better pricing and terms.  There are no borrowings
under the credit facility.  Free cash flow is expected to be in
the range of $65 million-$80 million in 2011/2012. Fitch expects
that Saks can pay down debt maturities of $142 million in October
2011 with cash on hand.

The $500 million secured bank facility is rated two notches above
the IDR at 'BB+' as the facility is secured by merchandise
inventories and certain third party accounts receivables.  The
unsecured notes at 'BB' are rated one notch above the IDR.  Saks
owns 68% of its full-line square footage, including its Fifth
Avenue New York City store, which remains unencumbered.


SEAHAWK DRILLING: Court, FTC Approve Sale to Hercules Offshore
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports Hercules Offshore Inc. won
bankruptcy court approval to buy smaller rival, Seahawk Drilling
Inc., and its fleet of shallow-water drilling rigs.

Bankruptcy Law360 reports that the Federal Trade Commission on
Wednesday granted an early termination of its antitrust review of
Hercules Offshore Inc.'s offer to buy $100 million in assets from
Seahawk Drilling Inc.  By granting an early termination request,
the FTC closed the waiting period for the transaction mandated by
the Hart-Scott-Rodino Act without taking any enforcement action,
according to Law360

Hercules agreed in February to acquire Seahawk's 20 shallow-water
drilling rigs and other assets for about $100 million in cash and
stock.  Hercules anticipates closing of the transaction to occur
during the second quarter of 2011.

                         About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case Nos. 11-20089) on Feb. 11,
2011.  The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves
as the Debtors' co-counsel.  Alvarez and Marsal North America,
LLC, is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The U.S. Trustee also established an Official Committee of Equity
Security Holders, which is represented by Charles R. Gibbs, Esq. -
- cgibbs@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP.
The Equity Panel also tapped Duff & Phelps Securities, LLC, as its
financial advisors.

Seahawk filed for Chapter 11 bankruptcy with a contract for
selling the business to competitor Hercules Offshore Inc. under in
a transaction valued at $105 million.  The price includes $25
million cash and 22.3 million Hercules shares.  Seahawk said the
sale should pay funded debt and trade suppliers in full.


SEAVIEW PLACE: Asks for Court's Nod To Obtain DIP Financing
-----------------------------------------------------------
Seaview Place Developers, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to obtain
postpetition secured financing from Gulf Landings Loan, LLC.

The DIP Lender has committed to provide up to $50,000 on an
emergency interim basis, and borrow a cumulative amount of up to
$300,000 following final court approval.  A copy of the commitment
letter is available for free at:

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

Chad S. Bowen, Esq., at Jennis & Bowen, P.L., explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The amounts due and the Debtor's obligations to the DIP Lender
under the terms of the DIP Loan will be secured by a valid and
perfected first lien on all unencumbered assets of the Debtor, and
a valid and perfected junior lien on all assets of the Debtor
already encumbered by valid, perfected, and unavoidable pre-
petition liens.

As further assurance of repayment, the Debtor's obligations under
the terms of the DIP Loan will be afforded superpriority
administrative expense status in the Debtor's Chapter 11 case.

The DIP facility will incur interest at 6% per annum, which will
accrue on the outstanding balance of the DIP Loan from the date of
each advance until all outstanding amounts are repaid in full.
Upon occurrence of an event of default, interest will accrue on
the outstanding balance of the Loan at the default interest rate,
which will immediately and automatically increase to 18%,
compounded daily.

The term of the DIP Loan will be for six months from the date of
the interim advance.  The Debtor may repay the principal,
interest, and other amounts due under the DIP Loan at any time
prior to the end of the Term without penalty.  At the end of the
term, all amounts then outstanding under the DIP Loan will be paid
immediately through (1) a payment of the outstanding balance of
the Loan in cash, (2) the conveyance to the DIP Lender of
condominium units and related amenities of the Seaview project,
free and clear of all encumbrances, having a value equal to the
then outstanding balance of the DIP Loan, or (3) as the Debtor and
DIP Lender may otherwise agree, in writing.

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.


SHEARER'S FOODS: Moody's Notes of Possible Covenant Breach Ahead
----------------------------------------------------------------
Moody's placed the B1 corporate family rating and B1 probability
of default rating of Shearer's Foods, Inc., as well as its Ba3
rated term loan B facilities on review for possible downgrade.
The review is based on Moody's concerns that operating performance
will not meet expectations and covenant cushions may be tighter
than expected in the upcoming quarters as the company executes its
expansion plans in the midst of a difficult commodity cost
environment.

Moody's said that the review will focus on the company's ability
to grow cash flows and improve leverage metrics over the next few
quarters as well as how it will manage its liquidity situation
given potential covenant pressure.  Moody's currently expects the
company to be tighter than expected on its maximum leverage
covenant of 4.75 at the end of March, and is concerned that the
company may not be able to meet its covenant in future quarters,
especially once it steps down to 4.25 in September, given a
pricing and cost environment that has been very challenging and
higher debt levels due to the company's expansion plans.  Moody's
recognizes that the need for expansion is due to higher demand
from important customers, which could be a long term positive.

The ratings reflect company's solid position in private label, co-
pack and branded snack foods following the acquisition of Snack
Alliance last year, a transaction which provided greater
geographic, product and customer diversity to Shearer's as well as
enabling costs synergies.  However the rating also reflects the
company's relatively small scale and narrow focus on the salty
snack sector, and its increasing leverage as a result of expansion
plans that have yet to generate improved cash flows.  While the
company enjoys growing diversity in its product offerings, and has
demonstrated good innovation capabilities, with more than 30 new
products or flavor extensions since 2008, it is less diversified
both geographically and in terms of product categories than larger
packaged food companies with which it competes.  While the company
is small relative to the overall snack foods market, it enjoys
growth rates that are ahead of the industry.  It is largest
producer of kettle chips in the country and one of the largest
producers of private label potato chips.  Still the commodity cost
environment and demand on capital to grow capacity is pressuring
financial metrics.  Moody's had expected leverage to remain at or
below 4 times when Moody's first rated the company last March, but
leverage has exceeded 4.5 times in each of the last two quarters
and achievability of the company's base case projection plan
appears uncertain.

Ratings placed on review:

   * Corporate Family Rating at B1

   * Senior secured Revolver at Ba3, LGD 3; 40%

   * Senior secured Term loan B at Ba3. LGD 3; 40%

   * Probability of Default rating at B1

The last rating action was the assignment of the rating in March
2010.

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with proforma 12 month sales (including their Snack Alliance
acquisition) of approximately $366 million.


SINOFRESH HEALTHCARE: Delays Filing of 2010 Annual Report
---------------------------------------------------------
Sinofresh Healthcare, Inc., informed the U.S. Securities and
Exchange Commission that it is in the process of preparing and
having consolidated financial statements as at Dec. 31, 2010 and
for the fiscal year then ended.  According to the Company, the
process of compiling and disseminating the information required to
be included in its Form 10-K Annual Report for the 2010 fiscal
year, as well as the completion of the Company's financial
information, could not be completed by March 31, 2011 without
incurring undue hardship and expense.  The Company undertakes the
responsibility to file such annual report no later than fifteen
calendar days after its original due date.

                     About SinoFresh HealthCare

Headquartered in Englewood, Florida, SinoFresh HealthCare Inc.
(OTC BB: SFSH) -- http://www.sinofresh.com/-- researches,
develops, and markets novel therapies to treat inflammatory and
infectious diseases, and disorders of the upper respiratory
system.  Its products include SinoFresh Nasal Mist, a nasal spray
and SinoFresh Daily Throat Spray, a throat and mouth spray.

At Dec. 31, 2007, the company's balance sheet showed $1,969,852 in
total assets and $4,211,710 in total liabilities, resulting in
$2,241,858 stockholders' deficit.

Moore Stephens Lovelace, P.A., raised substantial doubt on the
ability of SinoFresh HealthCare Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.


SIZZLING PLATTER: Moody's Assigns 'Caa1' Rating to $150MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Sizzling
Platter, LLC's (Sizzling Platter) proposed $150 million guaranteed
senior secured notes due 2016.  Moody's also assigned a Caa1
Corporate Family Rating and B3 Probability of Default Rating to
the company.  The rating outlook is stable.

Proceeds from the proposed note offering will be used to re-
finance $65 million of existing debt, repay $25 million of
preferred equity that is majority owned by Valor Equity Partners,
fund an acquisition, and increase the company's cash balances to
about $31 million from $4 million.

Ratings are subject to review of final documentation.  This is the
first time Moody's assigned a rating to Sizzling Platter.

Ratings assigned:

   * Corporate Family Rating (CFR) at Caa1;

   * Probability of Default Rating (PDR) at B3;

   * $150 million guaranteed senior secured notes due 2016 at Caa1
     (LGD 4, 65%).

Ratings Rationale:

Sizzling Platter's Caa1 CFR reflects Moody's view that the
company's ability to materially improve its very weak credit
metrics during the next 12 to 18 month period will be difficult.
Pro forma debt/EBITDA is about 6.8 times and EBITA coverage of
interest is about 1 time.  Also considered is the company's
limited product offering -- the substantial majority of the
company's revenues comes from it's pizza operations -- and very
small scale in terms of revenue.  Pro forma annual revenues will
only be about $200 million.

"Following fiscal 2010's slight same store sales decline, Sizzling
Platter's earnings could continue to be pressured by relatively
weak consumer spending trends, and will be exposed to what Moody's
expects will be a period of cost inflation," stated Bill Fahy, a
Senior Analyst at Moody's.  "Additionally, price competition from
larger and financially stronger companies -- both pizza centric
and traditional quick service restaurants -- have increased their
focus towards more value priced product offerings.  This puts them
in more direct competition with Sizzling Platter's low price
product strategy," added Mr. Fahy.

The stable rating outlook reflects Sizzling Platter's affordable
pizza-centric operations.  The stable outlook also considers that
while Moody's expects some earnings growth in response to
improving economic conditions and new restaurant additions,
Sizzling Platter's credit metrics are not expected to strengthen
materially in the next 12-18 months.  Additionally, although the
company plans to operate without a working capital facility, it
will have an unrestricted cash balance of about $30 million and
there will be no material debt maturities until the proposed notes
mature in 2016.

Sizzling Platter's Caa1 CFR is one-notch lower than its B3 PDR,
reflecting the utilization of a family recovery rate of 35%.  The
lower than average family recovery rate reflects Sizzling
Platter's all bond capital structure and the covenant-lite nature
of the note indenture, which in Moody's view gives lenders less of
an ability to take prompt action if the company's credit profile
deteriorates, thereby providing lower-than-average recovery
values.  The Caa1 rating on the proposed notes reflects the fact
that it comprises the entire funded debt portion of Sizzling
Platter's capital structure.

A higher rating would likely require a material and sustained
strengthening of the company's credit metrics -- EBITA coverage of
interest would have to be greater than 1.25 times -- along with a
demonstrated improvement in same store sales.  A downgrade could
occur if the company's earnings do not show some modest
improvement during the next 12 to 18 month period or if liquidity
deteriorates for any reason.

The principal methodologies used in this rating were Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009, and Global Restaurant
Industry published in July 2008.

Sizzling Platter is headquartered in Murray, Utah and owns and
operates both the quick service and casual dining restaurants.


SMART-TEK SOLUTIONS: Delays Filing of 2010 Annual Report
--------------------------------------------------------
Smart-tek Solutions Inc. notified the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the transition period ended Dec. 31, 2010.  The
Company said that the review of the financials by its outside
auditors will be completed on or about April 6, 2011.

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company's balance sheet at Dec. 30, 2010, showed $6.86 million
in assets, $6.26 million in total liabilities, all current, and
stockholder's equity of 605,347.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


SOUTHWEST GEORGIA: Taps Mauldin & Jenkins as Accountants
--------------------------------------------------------
Southwest Georgia Ethanol, LLC, sought and obtained authority from
the Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for
the Middle District of Georgia to employ Mauldin & Jenkins, LLC,
as its accountants, nunc pro tunc to February 3, 2011.

As accountants, M&J will:

   (a) assist in the preparation of financial statements and
       disclosures required under generally accepted accounting
       principles;

   (b) maintain depreciation schedules for purposes for financial
       reporting and tax depreciation;

   (c) prepare personal property tax returns; and

   (d) perform other accounting services in connection with the
       Debtor's Chapter 11 case as may be reasonably required.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


SPHERIS INC: Liquidating Trustee Distributes $33.3MM to Creditors
-----------------------------------------------------------------
Liquidating Trustee, Walter Jones of CoMetrics Partners LLC, has
successfully distributed $33.3 million to the creditors of SP Wind
Down Trust, formerly Spheris, Inc.  The first $29.7 million was
distributed in October 2010 within 30 days of the Plan's Effective
Date of Sept. 20, 2010.  CoMetrics Partners was appointed
Financial Advisor and Mr. Jones Liquidating Trustee by The United
States Bankruptcy Court for the District of Delaware on
Confirmation of the Plan of Reorganization of SP Wind Down in
August 2010.  Counsel to the Trust is Russell C. Silberglied of
Richards, Layton & Finger, P.A.

"We were very pleased to be able to reconcile most of the claims
and distribute this large sum in such a short timeframe," said Mr.
Jones.  He continues, "Although we have used a prudent estimate of
the value and expense and believe that there will be additional
distributions, no additional distribution can be assured."

Mr. Jones has extensive experience in Chapter 11 restructuring and
has been directly responsible for advising debtors and creditors
committees with respect to marshalling and distributing estate
assets, reconciling claims and liabilities and maximizing timely
distributions to creditors.

The progress of the case, where court orders and other relevant
materials will be posted, can be followed by clicking on "SP Wind
Down Trust" at http://www.cometricspartners.com/.

                     About CoMetrics Partners

CoMetrics Partners LLC was founded in 2005 by Managing Partner
Gary D. Herwitz.  The firm specializes in providing middle market
companies with strategic vision and leadership to integrate
operations, technology and finance.  The firm's services include
turn around and restructuring services, consulting and corporate
finance as well as a proprietary supply chain management solution
for middle market importers.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serves as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50 million to $100 million while debts range from
$100 million to $500 million.

The estate of Spheris Inc. is now formally named SP Wind Down Inc.
after it sold the business in April.  CBay Inc.'s MedQuist Inc.
purchased the domestic business of Spheris for $98.8 million.


SPX CORP: Fitch Keeps 'BB+' Issuer Default & LT Debt Ratings
------------------------------------------------------------
Fitch Ratings has affirmed SPX Corporation's (SPX) Issuer Default
Rating (IDR) and long-term debt ratings at 'BB+'.  The Rating
Outlook is Stable.

The ratings for SPX consider the company's product and geographic
diversification, steady margin performance, financial flexibility
and consistent execution of its operating and financial
strategies.

SPX's performance for 2010 was largely in line with Fitch's
expectations.  Free cash flow after dividends of $125 million was
somewhat weaker in 2010 compared to 2009 due to increased working
capital requirements and large pension contributions.  Debt/EBITDA
remained relatively flat in 2010 at 2.4 times (x) despite a
difficult year driven by slow recovery of SPX's mid to late cycle
businesses which represent approximately two-thirds of total
revenue.  Liquidity remains strong and Fitch anticipates that
SPX's credit metrics will improve as financial results improve in
the latter half of 2011.

Fitch expects SPX's sales to grow by the mid single digits in 2011
as demand gradually recovers in SPX's end-markets.  Profit margins
are expected to be flat to slightly lower due to pricing pressure
as reflected in the company's backlog.  In 2011, SPX estimates
free cash flow before dividends will be $220 million-$260 million.
Healthy cash generation and improving EBITDA should contribute to
lower leverage near normal levels in the near-to-mid term.

Rating concerns include the potential for an increase in leverage
related to the company's discretionary spending for acquisitions
and share repurchases.  SPX spent $106 million for three
acquisitions in 2010 and acquisition spending could increase in
the near future given SPX's view that pricing for such
transactions appears to be improving.  The company plans to
increase capital expenditures substantially in 2011 to
approximately $150 million.  A large part of the increase will
support the company's expansion of its transformer business into
the large transformer segment.  Another rating concern is SPX's
net pension liabilities.  However, this concern has diminished
following $120 million of contributions in 2010 which reduced net
pension liabilities to $281 million.

SPX targets gross debt/EBITDA of 1.5x to 2.0x as defined in its
bank agreement.  The ratio is understated when compared to Fitch's
calculation but still reflects SPX's strong financial metrics for
the ratings.  The company is willing to exceed its leverage target
for short periods.  Although considered by Fitch to be unlikely,
if leverage were to be maintained at higher levels for a sustained
period, the ratings could be negatively affected.  The ratings
could be reviewed for a positive rating action if the company's
discretionary spending were reduced materially.

Sales for 2010 fell between 1%-3% before accounting for the impact
of recent acquisitions, while consolidated revenues were
essentially flat, posting less than 1% increase compared to 2009.
SPX demonstrated its ability to generate positive free cash flow
even at the bottom of its business cycle, positioning it well for
an eventual recovery in demand. SPX's exposure to Japan related to
total sales, and the nuclear business in particular, is mitigated
by the relatively small proportion of the company's sales in
Japan.  Only 3% of SPX's total sales is derived from nuclear
business, and only 1% of SPX's revenue is derived from Japan.

Fitch expects the flow technology segment to produce strong
financial results in 2011 due to an improved competitive position
following the integration of Anhydro and Gerstenberg Schroder
acquired in 2010.  The thermal segment has also seen consistent
demand from abroad including several projects slated to begin in
late 2011.  These thermal projects, with their relatively long
lead times, should help drive revenue in the latter half of 2011.
The Test and Measurement segment should continue to see improved
demand in the recovering global automotive market.

At Dec. 31, 2010, SPX's liquidity included $455 million of cash
plus availability under the revolving portion of its $1.55 billion
bank facility.  Much of the cash is located overseas. SPX's
liquidity was offset by $22 million of debt due within one year
and $96 million of letters of credit (LOCs) issued under the bank
facilities.  The bank facilities include a $400 million domestic
revolver, a $200 million global multicurrency revolver, and a
$950 million foreign credit instrument facility under which
$770 million in LOCs were outstanding.  Other sources of debt
financing include up to $130 million under a trade receivables
financing agreement, of which $52 million was available.  SPX
improved its maturity schedule in 2010 by refinancing $562 million
term loan due in 2012 with a new $600 million note due in 2017.

Fitch affirms SPX's ratings as follows:

   -- Issuer Default Rating (IDR) at 'BB+';

   -- Senior secured bank facilities at 'BB+';

   -- Senior unsecured debt at 'BB+'.

The ratings cover approximately $1.2 billion of outstanding debt.


STEWART ENTERPRISES: S&P Puts BB- Rating on Proposed $200MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Jefferson,
La.-based Stewart Enterprises Inc.'s proposed $200 million senior
unsecured note due 2019 a 'BB-' issue-level rating.  "We also
assigned a debt recovery rating of '5', indicating a modest
(10% to 30%) recovery for lenders in the event of payment default.
The company plans on using the proceeds to refinance its existing
senior unsecured notes due 2013.  At the same time, we expect the
revolving credit facility (unrated) to be increased in the near
term," S&P said.

The company's strong liquidity reflects its balance sheet cash,
revolver availability and ability to generate consistent operating
cash flow in excess of needs.  Stewart's fair business risk
profile reflects its focus in a competitive and fragmented
industry with limited (although predictable) long-term growth
potential.  Rising consumer preference for lower cost services
that impedes Stewart's growth prospects are partially outweighed
by the company's operating visibility tied to contracted preneed
sales.  While Stewart has a narrow focus in a highly fragmented
industry, it operates as the second-largest rated funeral services
provider in North America, with a network of 218 funeral homes and
141 cemeteries in 24 states and Puerto Rico.  The company's
estimated $1.7 billion in preneed sales contracts (equal to
three years of revenue), should convert to revenue over time as
services are rendered, thus bolstering prospects in the medium
term.


STUDENT FINANCE: Hartford Can't Dodge $10-Mil. Bond Suit
--------------------------------------------------------
District Judge Leonard Stark ruled on motions for summary judgment
filed in the suit, Arrowood Indemnity Company, f/k/a Royal
Indemnity Company, Plaintiff/Counterclaim Defendant, v. Hartford
Fire Insurance Company, Defendant/Cross-Claim Defendant/
Counterclaim Plaintiff, and Student Finance Corporation,
Defendant/Counterclaim Defendant/Counterclaim and Cross-Claim
Plaintiff, C.A. No. 09-166-LPS (D. Del.).  Before the Court are a
(i) Motion For Summary Judgment filed by Hartford, as well as a
(ii) Motion For Partial Summary Judgment and a Motion To Strike
Certain Documents Relied Upon By Defendant Hartford Fire Insurance
Company In Its Motion For Summary Judgment And Opposition To
Plaintiffs Motion for Summary Judgment filed by Arrowood.  Judge
Stark held that the Plaintiffs Motion To Strike will be granted in
part and denied in part.  Hartford's Motion For Summary Judgment
will be denied, and Plaintiffs Motion For Partial Summary Judgment
will be granted in part and denied in part.

The parties' dispute stems from a Financial Institution Bond
issued by Hartford to SFC in January 2002.  The Bond, covering the
period from Jan. 31, 2002 through Jan. 31, 2003, is a fidelity
bond which protects the insured against losses resulting from
certain dishonest and fraudulent acts of its officers and
employees.  Student Finance was forced into involuntary bankruptcy
in June 2002 and, in July 2002, Royal provided notice to Hartford
that it was making a claim under the Bond.  In 2003, Hartford
closed its file on Royal's claim due to inactivity.  In March
2008, following the Bankruptcy Court's granting Royal relief from
the automatic stay, Royal submitted proof of loss under the Bond
to Hartford.  Hartford denied Royal's claim on August 19, 2008.

In August 2008, Arrowood initiated the adversary action against
Hartford and SFC (Bankr. D. Del. Adv. Pro. No. 08-51398).  The
suit was subsequently transferred to the District Court on
March 13, 2009.

A copy of the District Court's March 30, 2011 Memorandum Opinion
is available at http://is.gd/LxvUtSfrom Leagle.com.

Arrowood is represented by:

          Peter M. Gillon, Esq.
          Geoffrey J. Greeves, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP
          2300 N Street, NW
          Washington, DC 20037-1122
          Tel: 202-663-9249
          Fax: 202-663-8007
          E-mail: peter.gillon@pillsburylaw.com
                  geoffrey.greeves@pillsburylaw.com

               - and -

          Dennis A. Meloro, Esq.
          Victoria W. Counihan, Esq.
          GREENBERG TRAURIG, LLP
          The Nemours Building
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Tel: 302-661-7000
          Fax: 302-661-7360
          E-mail: melorod@gtlaw.com
                  counihanv@gtlaw.com

Attorneys who argue for Hartford are:

          Arthur N. Lambert, Esq.
          Daniel W. White, Esq.
          Christie M. Bird, Esq.
          FRENKEL LAMBERT WEISS WEISMAN & GORDON, LLP
          One Whitehall Street 20th Fl.
          New York, NY 10004
          Tel: (212) 344-3100
          Fax: (212) 422-4047

               - and -

          Michael P. Migliore, Esq.
          SMITH, KATZENSTEIN & JENKINS LLP
          The Corporate Plaza
          800 Delaware Avenue, Suite 1000
          P.O. Box 410
          Wilmington, DE 19899
          Tel: 302-652-8400 ext 216
          Fax: 302-652-8405
          E-mail: mmigliore@skjlaw.com

Attorneys for Charles A. Stanziale, Jr., Chapter 7 Trustee for
Student Finance Corp., are:

          Charlene D. Davis, Esq.
          Ashley B. Stitzer, Esq.
          Justin R. Alberto, Esq.
          BAYARD, P.A.
          222 Delaware Avenue, Suite 900
          P.O. Box 25130
          Wilmington, DE 19899
          Tel: (302) 429-4212
          Fax: (302) 658-6395
          E-mail: cdavis@bayardlaw.com
                  astitzer@bayardlaw.com
                  jalberto@bayardlaw.com

               - and -

          Sherilyn Pastor, Esq.
          Craig W. Davis, Esq.
          MCCARTER & ENGLISH LLP
          Four Gateway Center
          100 Mulberry Street
          Newark, NJ 07102
          Tel: 973-639-2070
          Fax: 973-297-3834
          E-mail: spastor@mccarter.com
                  cwdavis@mccarter.com

                    About Student Finance Corp.

An involuntary petition for relief under Chapter 7 of the
Bankruptcy Code was filed against Student Finance Corporation
(Bankr. D. Del. 02-_____) on June 5, 2002.  Charles A. Stanziale
is the Chapter 7 Trustee for SFC.

On Feb. 26, 2008, the U.S. Bankruptcy Court for the District of
Delaware modified the automatic stay imposed by 11 U.S.C. Sec. 362
in connection with the SFC bankruptcy proceeding, and on August
22,2008, Plaintiff Arrowood Indemnity Company, flk/al Royal
Indemnity Company initiated this adversary action against
Defendants Hartford Fire Insurance Company and SFC in the
Bankruptcy Court, Adv. No. 08-51398.


SUMMIT BUSINESS: To Present Plan for Confirmation on May 5
----------------------------------------------------------
Summit Business Media said Monday that U.S. Bankruptcy Judge Peter
Walsh has approved its disclosure statement, following a hearing
last week in Wilmington, Del.  The action follows Summit's filing
on Jan. 25 of a voluntary petition for reorganization under
Chapter 11, after a pre-filing agreement was reached with most of
the company's lenders.

"We are pleased that this process is moving toward a successful
conclusion," said Andrew L. Goodenough, President and CEO.  "As we
said from the beginning, Summit's products are leaders in their
markets, and the company is well-positioned to take advantage of
economic growth beginning to materialize as the industries we
serve rebound."

Since the filing in January, Summit has made a number of product
launches and enhancements, including the official launch of
BenefitsPro.com, the most comprehensive source of news and opinion
to help benefits brokers, HR managers and retirement advisors keep
their fingers on the pulse on the ever-changing benefits
community.  BenefitsPro.com is the newest portal product in
Summit's ongoing rollout of comprehensive websites targeted to
specific industries.

The company also reported one of the most successful Investing in
African Mining Indaba conferences in the annual event's nearly 20-
year history.  Summit's Advanced Markets AdvisorFX, the primary
online source of practice-building and client-management tools for
financial advisors and insurance professionals, added a "dream
team" of wealth management, financial planning and advanced sales
professional reference experts to expand the content and scope
ofthe portal.  And Summit'sHighline Data, the premier provider of
insurance industry financial data and analytical tools, was the
first industry source to deliver 2010 annual statutory statement
data toInsurance Analyst PROfrom all filers to the market,
allowing Highline Data subscribers to begin analyzing industry
performance withInsurance Analyst PROwithin hours of its release.

                     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: Taps Reed Smith as Bankruptcy Counsel
------------------------------------------------------
Judge Peter J. Walsh in Wilmington, Delaware, will convene a
hearing on April 12, at 10:00 a.m., to consider the request of
Summit Business Media Holding Company and its debtor-affiliates to
employ Reed Smith LLP as their bankruptcy counsel.

Reed Smith has represented the Debtors since their inception in
2006 as corporate counsel and in connection with a variety of
other matters.

J. Andrew Rahl, Jr., Esq., a partner at the firm, attests that
Reed Smith does not hold or represent any interest adverse to the
Debtors' estates and that the firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.

The regular hourly rates for Reed Smith's paralegals, associates,
and partners in the U.S. are:

     Professional                Hourly Rate
     ------------                -----------
     Partners                    $410-$1,005
     Associates                  $260-$600
     Paralegals                  $115-$335

The professionals who will primarily be involved in the Debtors'
cases and their hourly rates are:

     Professional                Position     Hourly Rate
     ------------                --------     -----------
     J. Andrew Rahl, Jr.         Partner          $940
     Bradley S. Schmarak         Partner          $690
     Benjamin L. Brimeyer        Partner          $470
     Kimberly E. Lawson          Associate        $520
     Kathleen A. Murphy          Associate        $375
     Katherine S. Nordick        Associate        $405
     Brian M. Schenker           Associate        $345
     John B. Lord                Paralegal        $270
     Lisa A. Lankford            Paralegal        $185

Since Jan. 26, 2010, Reed Smith has received $95,000 in
compensation from the Debtors for services rendered pre-
bankruptcy.  The firm received $1.122 million in connection with
services rendered in contemplation of or in connection with the
Debtors' financial restructuring and the bankruptcy cases.

The Debtors paid Reed Smith $603,000 on Dec. 14, 2010, in
connection with the bankruptcy cases.  Thereafter and through the
Petition Date, Reed Smith applied $403,000 of this amount to the
payment of professional fees and expenses incurred and charged by
Reed Smith during that period.  The Debtors will return all but
$150,000 of any amounts paid to Reed Smith and not expended for
prepetition services and disbursements and will apply the amounts
held to the fees and expenses approved by the Court.

Reed Smith may be reached at:

          Kimberly E.C. Lawson, Esq.
          Kathleen Murphy, Esq.
          REED SMITH LLP
          1201 Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: 302-778-7500
          Fax: 302-778-7575
          E-mail: klawson@reedsmith.com
                  kmurphy@reedsmith.com

               - and -

          J. Andrew Rahl, Jr., Esq.
          REED SMITH LLP
          599 Lexington Avenue
          New York, NY 10022
          Tel: 212-521-5400
          Fax: 212-521-5450
          E-mail: arahl@reedsmith.com

                    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 filed on Feb. 1, 2011, their Chapter 11 Plan of
Reorganization.  The plan was worked out in advance with holders
of 83% or more of the first-and second-lien debt.  Pursuant to the
Plan terms, holders of allowed priority tax claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of prepetition first lien secured claims owed $189 million
will receive a new $110 million first-priority first lien term
loan, 89.4% of the new stock.  The first-lien lenders will recover
68 cents on the dollar.

Holders of $55 million in prepetition second lien debt will
receive $1 million in cash and 5.56% of the new stock.  They will
have a 4% recovery.

Holders of allowed general unsecured claims expected to total
$6 million will receive $100,000 cash, resulting in a 2% recovery.

Holders of equity interests in Summit will not receive anything
and their interests will be cancelled.  Equity Interests in the
other debtor-affiliates will be reinstated.

Summit Business set a May 5 hearing for approval of the Chapter 11
plan.  The bankruptcy judge approved the explanatory disclosure
statement on March 28.

No official committee of unsecured creditors has been appointed in
the case.


SUMMIT BUSINESS: Hires Whiteford Taylor as Conflicts Counsel
------------------------------------------------------------
Summit Business Media Holding Company and its debtor-affiliates
will return to the Bankruptcy Court in Wilmington on April 12, at
10:00 a.m., to seek permission to employ as their conflicts
counsel:

          Thomas J. Francella, Jr., Esq.
          Chad J. Toms, Esq.
          WHITEFORD TAYLOR PRESTON LLC
          1220 N. Market Street, Suite 608
          Wilmington, DE 19801-2535
          Tel: (302) 353-4144
          Fax: (302) 661-7950
          E-mail: tfrancella@wtplaw.com
                  ctoms@wtplaw.com

The Debtors said they require conflicts counsel to, among other
things, when conflicts arise, assist them in fulfilling their
duties under state and federal laws, advise the Debtors on the
legal aspects of their business matters, defend the Debtors in
litigation and to prosecute litigation on their behalf.

Mr. Francella, a partner at the firm, attests that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's professionals who will primarily be involved in the
Debtors' cases and their hourly rates are:

     Professional                Position     Hourly Rate
     ------------                --------     -----------
     Thomas J. Francella, Jr.    Partner          $490
     Chad J. Toms                Counsel          $470
     Jarret P. Hitchings         Associate        $290

Generally, the firm's hourly rates are:

     Professional                Hourly Rate
     ------------                -----------
     Partners and Of Counsel      $430-$620
     Associates                   $290-$440
     Legal Assistants/Paralegals  $180-$275

The firm has not requested nor received a retainer from 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 filed on Feb. 1, 2011, their Chapter 11 Plan of
Reorganization.  The plan was worked out in advance with holders
of 83% or more of the first-and second-lien debt.  Pursuant to the
Plan terms, holders of allowed priority tax claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of prepetition first lien secured claims owed $189 million
will receive a new $110 million first-priority first lien term
loan, 89.4% of the new stock.  The first-lien lenders will recover
68 cents on the dollar.

Holders of $55 million in prepetition second lien debt will
receive $1 million in cash and 5.56% of the new stock.  They will
have a 4% recovery.

Holders of allowed general unsecured claims expected to total
$6 million will receive $100,000 cash, resulting in a 2% recovery.

Holders of equity interests in Summit will not receive anything
and their interests will be cancelled.  Equity Interests in the
other debtor-affiliates will be reinstated.

Summit Business set a May 5 hearing for approval of the Chapter 11
plan.  The bankruptcy judge approved the explanatory disclosure
statement on March 28.

No official committee of unsecured creditors has been appointed in
the case.


SUNNYSLOPE HOUSING: Hearing on Dismissal Motion Set for April 11
----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on April 11, 2011, at
3:00 p.m. (AZ Time) on the emergency motion for summary judgment
dismissing the bankruptcy case of Sunnyslope Housing Limited
Partnership.

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.


SWADENER INVESTMENT: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Swadener Investment Properties, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of Oklahoma its
schedules of assets and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $14,469,400
  B. Personal Property              $327,120
  C. Property Claimed as Exempt
  D. Creditors Holding
        Secured Claims                            $11,554,738
  E. Creditors Holding Unsecured
        Priority Claims                               $15,507
  F. Creditors Holding Unsecured
        Non-priority Claims                          $487,704
                                ------------      -----------
        TOTAL                    $14,796,520      $12,057,950

A copy of the Schedules of Assets and Liabilities is available for
free at http://bankrupt.com/misc/Swadener_SAL.pdf

                     About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bank. N.D.
Okla. Case No. 11-10322).  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SWADENER INVESTMENT: Taps Dean Lewis and NAI Commercial as Realtor
------------------------------------------------------------------
Swadener Investment Properties, LLC, sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Oklahoma to employ Dean Lewis and NAI Commercial Properties as
commercial realtor for the sale of certain real property.

The real property to be listed for sale are:

   * Northeast Plaza Shopping Center, 1116-1150 S. Garnet Road,
     Tulsa, Oklahoma;

   * 2800 Center, 2835 E. Skelly Drive, Tulsa, Oklahoma;

   * 2700 Center, 2761 E. Skelly Drive, Tulsa, Oklahoma;

   * 2600 Center, 2600 E. Skelly Drive, Tulsa, Oklahoma; and

   * Remington Tower, 5810 E. Skelly Drive, Tulsa, Oklahoma.

The fee that is proposed to be charged by NAI is 3% of the total
sale price of each property to be sold.

The Debtors assured the Court that NAI has no connections with any
parties-in-interest or their professionals and the U.S. Trustee,
has no interest adverse to the estate that would disqualify the
firm from employment, and is disinterested.

                     About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bank. N.D. Okla. Case No.
11-10322) on Feb. 18, 2011.  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SYLVAN I-30: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sylvan I-30 Enterprises
        1805 Sylvan Avenue
        Dallas, TX 75208

Bankruptcy Case No.: 11-32171

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer,Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Sam Keyvan, CEO.

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Walnut Hill I-35 Enterprises Inc.      10-35490   08/02/10


T3 MOTION: Incurs $8.32 Million Net Loss in 2010
------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$8.32 million on $4.68 million of net revenues for the year ended
Dec. 31, 2010, compared with a net loss of $6.70 million on $4.64
million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $15,057,791 and
an accumulated deficit of $45,120,210.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/5wPqkp

                          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.


TERREMARK WORLDWIDE: S&P Ups $470MM Senior Notes Rating From 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised the issue rating
on Terremark Worldwide Inc.'s $470 million of senior secured notes
to 'A-' from 'B-'.  "We also raised the rating on the company's
$75 million 9.5% senior secured second-lien notes to 'A-'
from 'CCC'.  At the same time, we withdrew the 'B-' corporate
credit rating on Terremark and the recovery ratings on Terremark
debt.  We also removed all ratings on the issues from CreditWatch,
where they were placed with positive implications on Jan. 28,
2011, with the announced agreement and plan of merger with Verizon
Communications Inc. (A-/Stable/A-2)," S&P disclosed.

These actions follow Verizon's implementation of guarantees of the
Terremark debt instruments, and Verizon's completion of its tender
offer on March 31, 2011, in which over 84% of Terremark's
outstanding common shares (70.9% on a fully diluted basis) were
tendered.  Verizon will commence another offering for
the remaining untendered shares, which will expire on April 7.

"The debt guarantee applies to both debt instruments and meets our
criteria to consider both issues to be Verizon obligations.  These
provisions include the guarantee as to payment, pari passu ranking
of the debt with Verizon's senior unsecured debt and the
unconditional nature of the guarantee," S&P said.

Ratings list

Ratings Withdrawn

Terremark Worldwide Inc.
                                  To              From
Corporate Credit Rating          NR              B-/Watch Pos

Upgraded
                                  To              From
Senior Secured $470 mil nts      A-              B-/Watch Pos
   Recovery Rating                NR              3
Senior Secured 2nd-lien nts      A-              CCC/Watch Pos
   Recovery Rating                NR              6


TOWER APARTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tower Apartments Partnership, LLP
        5801 Morris Street
        Philadelphia, PA 19144

Bankruptcy Case No.: 11-12623

Chapter 11 Petition Date: April 1, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Daniel Patrick McElhatton
                  MCELHATTON FOLEY P.C.
                  1600 Market Street, Suite 2500
                  Philadelphia, PA 19103
                  Tel: (215) 557-0811
                  E-mail: dpmcelhatton@mcfol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Arasu Rajaratnam, general partner,
Tower Apartments Partnership.


TOWN SPORTS: S&P Revises 'B' Rating Outlook to Positive
-------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B' rating outlook
on New York City-based fitness club operator Town Sports
International Holdings Inc. to positive from stable.  "At the same
time, we affirmed our outstanding ratings on the company,
including the 'B' corporate credit rating," S&P related.

"The outlook revision to positive reflects the recent improvement
in Town Sports' operating trends, which, given our current outlook
for the economy and the fitness club sector, we expect to continue
in 2011," said Standard & Poor's credit analyst Ariel Silverberg.

"We anticipate that EBITDA will grow at least modestly over the
next few years, fueled by both improved performance at existing
clubs and club expansion.  In addition, we believe that management
will maintain a disciplined club expansion strategy that will
allow for modest amounts of debt reduction and
some improvement to credit measures," S&P said.

For the year ended Dec. 31, 2010, year-over-year revenue and
EBITDA (adjusted for the impact of the recognition of unused
personal training revenue) declined approximately 5% and 12%,
respectively.  The revenue decline was driven by a 7.2% decline in
membership revenue (membership revenue represents 80% of total
revenue), which was only partially offset by a 7% increase in
ancillary club revenue. Notwithstanding the fact that the member
base increased 1.4% from 2009, to 493,000 members at the end of
2010, the year-over-year decline in membership revenue reflected a
lower average member base in 2010 (the member base fell 4.7% from
510,000 members at the end of 2008 to 486,000 members at the end
of 2009).  Furthermore, average monthly dues were also $2.00 lower
during 2010 as compared to 2009.  We expect that average monthly
dues will continue to trend slightly lower in 2011.  Still,
negative trends moderated over the course of 2010, and Town Sports
posted an increase in net members in the fourth quarter, as well
as growth in personal training and other revenue.  Annual
attrition improved 330 basis points to 41.9% in 2010, although it
remains above historical levels," S&P stated.

Similar to other rated fitness operators, Town Sports meaningfully
reduced its club expansion efforts in recent years.  The company
did not open any new clubs last year (compared to four opened in
2009 and nine opened in 2008).  For 2011, the company has stated
it expects total capital expenditures to be up to $32 million
(including between $7.5 million and $8.5 million for the opening
of two clubs), which we believe will be funded through internal
cash generation.  "For 2012, given our expectation for continued
economic improvement, it is our belief the company could look to
accelerate its expansion strategy.  We expect, however, that
management will maintain a somewhat more conservative posture
and will internally fund most of any growth initiatives," S&P
said.

The 'B' rating on Town Sports reflects the company's vulnerability
to economic cycles, high debt leverage, and competitive operating
environment.  These risks are only partially offset by Town
Sports' strong position in four large U.S. markets.  Town Sports
is the largest owner and operator of fitness clubs in the
Northeast and mid-Atlantic regions of the U.S., and the fourth
largest in the U.S., in terms of number of clubs.  At Dec. 31,
2010, Town Sports operated 160 clubs under four regional brand
names.


TRAILER BRIDGE: BDO USA Raises Going Concern Doubt
--------------------------------------------------
Trailer Bridge, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$116.4 million in total assets, $116.7 million in total
liabilities, and a stockholders' deficit of $316,395.

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

                       http://is.gd/MFyXWg

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.


TRANSAX INTERNATIONAL: Delays Filing of 2010 Annual Report
----------------------------------------------------------
Transax International Limited told the U.S. Securities and
Exchange Commission that it has not timely received financial
information from its operating subsidiary pertaining to business
operations in Brazil.  Therefore, management of the Company cannot
fully complete the Company's consolidated financial statements.
Management deems it necessary that additional time be provided in
order to ensure that complete, thorough and accurate disclosure of
all material information is made in its Annual Report on Form
10-K for the period ended Dec. 31, 2010.  Management anticipates
the filing of its Annual Report on Form 10-K within the extension
period.

                    About Transax International

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

Since inception, the Company has incurred cumulative net losses of
$19.04 million, has a stockholders' deficit of $9.54 million, and
a working capital deficit of $7.77 million at Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$1.13 million in total assets, $10.68 million in total
liabilities, and a stockholders' deficit of $9.54 million.

As reported in the Troubled Company Reporter on April 21, 2010,
MSPC Certified Public Accountants and Advisors, P.C., in New York,
expressed substantial doubt about Transax International Limited's
ability to continue as a going concern, following the Company's
2009 results.  The independent auditors noted that the Company has
accumulated losses from operations of roughly $17.21 million, a
working capital deficiency of roughly $6.16 million and a
stockholders' deficiency of roughly $7.39 million at December 31,
2009.


TRICO MARINE: Unit Swap Offer, Prepack Extended to April 5
----------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
has extended the expiration date of its out-of-court exchange
offer to the holders of its 11 7/8% senior secured notes due 2014,
the solicitation of consents to the governing indenture, and the
solicitation of acceptances from its Noteholders and other
creditors of a prepackaged plan of reorganization, to 5:00 p.m.
Eastern Time on April 5, 2011.  Withdrawal rights under the
Exchange Offer will not be extended by the new expiration date.
The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan are otherwise unchanged.

The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan were scheduled to expire at
5:00 p.m. Eastern Time on April 1, 2011.  At 5:00 p.m. Eastern
Time on April 1, 2011, $396,454,000 principal amount of Notes
representing approximately 99.11% of the outstanding principal
amount of the Notes had been validly tendered and not withdrawn in
the Exchange Offer.  The Company is extending the expiration date
of the Exchange Offer in order to permit the progression of
negotiations with other creditors, whose agreement is a condition
to the Exchange Offer.

The Company expects to supplement the Disclosure Statement for the
solicitation of acceptances of the Prepackaged Plan with certain
additional information.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                          About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


VANTAGE DRILLING: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Vantage
Drilling Co. (Vantage) to stable from negative.  "At the same
time, we affirmed the ratings, including the 'B-' corporate
credit rating on the company," S&P related.

"The outlook revision reflects our expectation that Vantage will
see close to full utilization for its vessels in 2011, resulting
in positive free cash flow generation and improved credit measures
by year end," said Standard & Poor's credit analyst Marc Bromberg.
While several of its jackups are slated to go off contract later
this year, we foresee good demand from its customers (primarily
national oil companies), leaving little recontracting risk.  We
think that the favorable oil price environment coupled with
Vantage's high specification jackup fleet bodes well both for
demand and for day rates," S&P said.

"Furthermore, since we assigned the initial rating on July 23,
2010, Vantage's Platinum Explorer drillship has successfully
commenced its five-year contract with Oil and Natural Gas Corp.;
(ONGC) of India (ONGC is not rated).  The contract provides good
revenue visibility over the five-year contract and its $590,000
day rate (inclusive of mobilization fee) is above current market
rates for comparable vessels (which we think are in the $450,000
to $500,000 range).  Vantage has met all deadlines under which
ONGC could have terminated the contract, removing cancelation of
the drillship as a significant risk to the credit," S&P related.

"The stable outlook reflects our expectation that Vantage will be
well contracted throughout 2011, as we envision that demand for
Vantage's oil-directed and highly sophisticated jackups will be
strong.  We anticipate utilization rates above 90% on its
drillship and its four jackups and forecast day rates for new
jackup bids between $140,000 to $150,000, which we think
will correspond to free cash flow enabling Vantage to pay down
debt such that annualized leverage is near 5x by year-end," S&P
noted.

"Nevertheless, we could revise the outlook to negative or lower
the rating if Vantage experiences unplanned downtime on its
Platinum Explorer drillship or jackups, if it is unable to
recontract its jackups when contracts expire, or if the company
faces significant competition from larger contract drillers
that pressure day rates.  We consider a positive rating action
unlikely in the near-term, given the company's small size and
scale relative to peers and the susceptibility to unplanned
downtime," S&P added.


VIASPACE INC: Incurs $2.83 Million Net Loss in 2010
---------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
attributed to Viaspace of $2.83 million on $3.64 million of total
revenues for the year ended Dec. 31, 2010, compared with a net
loss attributed to Viaspace of $2.91 million on $4.37 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $17.39 million
in total assets, $6.94 million in total liabilities and $10.45
million in total equity.

Goldman Kurland and Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations.  In addition, at
Dec. 31, 2010, the Company has working capital of $235,000 and an
accumulated deficit of $35,568,000.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/L7tKmi

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.


VUZIX CORP: Incurs $4.55 Million Net Loss in 2010
-------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$4.55 million on $12.25 million of total sales for the year ended
Dec. 31, 2010, compared with a net loss of $3.25 million on $11.88
million of total sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.19 million
in total assets, $12.60 million in total liabilities and $3.41
million in total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, expressed substantial
doubt about the Company's ability to continue as a going concern.
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.  According to the
independent auditors, some of these obligations include financial
covenants which the company must comply with.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/J1rnB1

                         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.


WASHINGTON MUTUAL: Seeks Approval of Class Action Settlement
------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court a motion seeking approval of the settlement
of a class action lawsuit with a group who alleges that Washington
Mutual subsidiary, Washington Mutual Bank, charged improper fees
prior to satisfaction and settlement of their homes loans,
mortgage loans, co-op loans, and home equity loans.  Under the
settlement, the Debtors will pay $13 million into a settlement
fund for the plaintiffs in exchange for the release of the claims.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WATERSONG APARTMENTS: Case Summary & Creditors List
---------------------------------------------------
Debtor: Watersong Apartments, L.P.
        990 Highland Drive, Suite 203
        Solana Beach, CA 92075

Bankruptcy Case No.: 11-05632

Chapter 11 Petition Date: April 2, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: David Reeder, Esq.
                  REEDER LAW CORPORATION
                  2029 Century Park East, Suite 2500
                  Los Angeles, CA 90067
                  Tel: (310) 557-8911
                  E-mail: david@reederlaw.com

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

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

The petition was signed by Barry S. Nussbaum, manager of BNC Inv.,
LLC, general partner of BNC Watersong, LP, general partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Barry S. Nussbaum Co. Inc.         Operating Expenses   $4,216,007
990 Highland Drive, Suite 203
Solana Beach, CA 92075

Lockton Insurance Brokers          Insurance              $228,739
P.O. Box 92643
Los Angeles, CA 90009

Ashley Murray                      Loan                   $100,000
606 South Irene
Redondo Beach, CA 90277

James Baldwin                      Loan                   $100,000
203 Serena Drive
Palm Desert, CA 92260

Elizabeth Polacheck                Loan                    $50,000

Mazaira Juany                      Loan                    $50,000

Kuhn & Koviak, Inc.                Tax Preparation         $35,921
                                   2006-2008

South Loop Office Building         SL Cert                 $22,279

Barry S. Nussbaum                  Operating Expenses      $20,579

Pecan Square Apartments            Maintenance             $19,967

Robert's Painting                  Paint and               $19,757
                                   Resurfacing

Champion Energy Services           Service                 $19,588

Cesar's Carpet Cleaning            Carpet Cleaning         $17,104

Procopio Cory Hargreaves           Prof Services           $16,553

Bishop & Hummert                   Apartment Repair        $16,377

Texxas Painting                    Carpet Cleaning         $12,058

Comtroller of Public Acct Fran     Franchise Tax           $12,036

Ivy & Oak Landscape Service        Lawn and Tree Service    $5,812

All Floors Carpet Cleaning         Floor and Carpet         $5,616
                                   Cleaning

James Baldwin                      Services                 $5,100


WINDSOR PETROLEUM: S&P Affirms $239.1MM Sec. Term Notes BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
rating on Windsor Petroleum Transport Corp.'s $239.1 million
secured term notes due Jan. 15, 2021 ($228.8 million currently
outstanding).  "At the same time, we revised the outlook to
negative from stable.  The '3' recovery rating on the term note
issuance indicates our expectation of a meaningful (50%-70%)
recovery of principal in the event of a payment default," S&P
related.

"The rating action follows BP Shipping's termination of the
bareboat charter on the British Pioneer.  Windsor is now operating
the vessel in the merchant market at spot charter rates, exposing
it to merchant and operating risk," said Standard & Poor's credit
analyst Mark Habib.  Given the volatile nature of spot charter
rates and the fact that Windsor must cover daily operating costs
of about $11,000 for vessels without a bareboat charter, the
project may earn a negative margin on the Pioneer and need to draw
on its reserve fund.  Continued draws on the reserve would
increase the breakeven rate over time and would also increase
Windsor's dependence on the terminal value of its vessels for
repayment of the final $57.1 million bullet.

Frontline Ltd., a publicly listed Bermuda operator of more than 80
vessels, wholly owns Windsor and the owner companies.  Frontline
performs all management functions and has been a major factor in
tanker industry consolidation.

The negative outlook reflects Windsor's exposure to volatile spot
charter rates and operating risks on the British Pioneer.  If spot
rate earnings for the vessel are lower than breakeven, the project
will have to draw on the debt service reserve.  Sustained draws on
the debt service will raise the future breakeven rate and could
lead to a rating downgrade.  "If Windsor is able to fix the
British Pioneer on a medium- to long-term charter equal to or
above the breakeven rate and if the project is able to maintain
its liquidity position, we could revise the outlook to stable.  If
the British Pioneer is chartered with a creditworthy counterparty,
and liquidity improves enough to lower the breakeven rate
significantly, we could raise the rating," S&P stated.


WIZZARD SOFTWARE: Significant Losses Prompt Going Concern Doubt
---------------------------------------------------------------
Wizzard Software Corporation filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Gregory & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Wizzard Software's ability to continue as
a going concern.  The independent auditors noted that the Company
has not yet established profitable operations and has incurred
significant losses since its inception.

The Company reported a net loss of $4.1 million on $5.5 million of
revenues for 2010, compared with a net loss of $6.5 million on
$5.2 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $21.3 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $19.2 million.

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

                       http://is.gd/norHlW

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  The
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  The
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


XTL BIOPHARMACEUTICALS: Kesselman & Kesselman Raises Going Concern
------------------------------------------------------------------
XTL Biopharmaceuticals Ltd. presented on March 31, 2011, its
translated from Hebrew financial statements for the fiscal year
ended Dec. 31, 2010.

Kesselman & Kesselman, in Tel-Aviv, Israel, expressed substantial
doubt about XTL Biopharmaceuticals' ability to continue as a going
concern.  The independent auditors noted that the Company during
the period ended on Dec. 31, 2010, the Company had a loss in the
amount of $1.3 million and a negative cash flow from operating
activities of $735,000.  "The Company has no revenues from
operations at this stage and funds its operations from its own
capital and from external sources by way of issuing equity
instruments."

The Company reported a net loss of $1.3 million for 2010, compared
with net income of $2.6 million for 2009.  The Company had no
sales in 2010 and 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.8 million
in total assets, $963,000 in total liabilities, all current, and
stockholders' equity of $2.8 million.

A complete text of the Form 6-K is available for free at:

                       http://is.gd/Ix6tud

XTL Biopharmaceuticals Ltd. is engaged in the development of
therapeutics, among others, for the treatment of unmet medical
needs, improvement of existing medical treatment and business
development in the medical realm.  The Company was incorporated
under the Israeli Companies Ordinance on March 9, 1993.  The
Company owns 100% of Xtepo Ltd. and owns 100% of a U.S. company,
XTL Biopharmaceuticals Inc., which was incorporated in 1999 under
the laws of the State of Delaware.

The Company is currently in the preparations for adopting the
Erythropoietin (EPO) drug Phase 2 clinical trial development plan
designed to treat cancer patients with multiple myeloma based on a
protocol obtained under the Bio-Gal transaction that may be
revised in accordance with the regularity requirements of the
Ministry of Health and the FDA.


ZEUS INVESTMENTS: Has Interim OK to Obtain Working Loan
-------------------------------------------------------
Zeus Investments, LLC, sought and obtained interim authorization
from the Hon. Robert Summerhays of the U.S. Bankruptcy Court for
the Western District of Louisiana to obtain a $50,000 working
capital loan from the members of the Debtor.

William H. Patrick, III, Esq., at Heller, Draper, Hayden, Patrick
& Horn, L.L.C., explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.

To provide liquidity to the Debtor and ensure its continued
operations, the Working Capital Lenders are willing to loan the
Debtor the Working Capital Loan.  The Working Capital Loan will
bear interest at a rate of 12% per annum and will include a
provision for the payment of reasonable attorney's fees of the
holder in the event an attorney is retained for the collection
thereof.  The Working Capital Loan will be payable in full on the
earliest of: (i) 120 days after the Petition Date, (ii) the
effective date of a plan of reorganization, (iii) the entry of a
court order appointing a trustee or examiner with expanded powers,
(iv) the conversion or dismissal of the Debtor's Chapter 11 case,
or (v) the lifting of the automatic stay with respect to the
Debtor's property, the Crown Plaza Lafayette.

The Debtor requests that the Court grant an administrative
priority claim to the Working Capital Lenders in the amount of the
Working Capital Loan, plus interest and all legal fees incurred by
the Working Capital Lenders.  The Debtor further requests that the
Court order that the Superpriority Claims of St. Martin Bank &
Trust Company -- the Secured Lender -- and any other party
asserting a lien on cash which may constitute Cash Collateral will
not be entitled to preference over the Working Capital Lenders
Claim.

                        Cash Collateral Use

The Debtors also obtained court authorization to use cash
collateral until July 2011.  The Debtor sought authority to use
rents, credit card deposits and proceeds of the deposits, in which
the Secured Lender may assert a valid and perfected security
interest.  The Debtor will use the cash collateral pursuant to a
budget, a copy of which is available for free at:

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

The Debtor borrowed $6,030,302 from the Secured Lender on Aug. 23,
2006.  The indebtedness of the Debtor to the Secured Lender and
all future extensions of credit are secured by, inter alia, a
security interest in a collateral mortgage note in the amount of
$10 million, which in turn was secured by a Collateral Mortgage
and Assignment of Leases and Rents dated Aug. 23, 2006.  The First
Collateral Mortgage bears against the Property.  On Feb. 27, 2008,
St. Martin loaned the Debtor an additional $6,973,981.32.  The
indebtedness of the Debtor to the Secured Lender was secured by,
inter alia, the first collateral mortgage and a security interest
in a collateral mortgage note in the amount of
$15 million, which in turn was secured by a Collateral Mortgage
and Assignment of Leases and Rents dated Feb. 27, 2008.  The
Second Collateral Mortgage bears against the Property.

On May 5, 2010, the Secured Lender consolidated the First Loan and
the Second Loan, whereby the Debtor executed a Promissory Note
dated May 5, 2010, totaling $12,178,170.  The Loan is secured by,
inter alia, a security interest in the two previous collateral
mortgage notes and in turn, the First Collateral Mortgage and
Second Collateral Mortgage.  As of the Petition Date, the Debtor
owes approximately $12,830,822.43 on the Loan.

Given that the Secured Lender will assert liens on substantially
all of the Debtor's assets, the Debtor proposes to grant the
Secured Lender a replacement and continuation lien on postpetition
date assets having the same respective priority as its prepetition
liens.  The Secured Lender will also be granted an allowed
superpriority administrative expense claim.

The prepetition liens and the Superpriority Claims and Adequate
Protection Liens granted to the Secured Lender by the Court should
be subject to the right of payment of unpaid fees, expenses and
costs of: (a) Court costs and U.S. Trustee's fees; (b) $65,000 for
bankruptcy counsel and other professionals retained by the Debtor;
and (c) $10,000 for any professionals retained by any official
committee of unsecured creditors or other similar committee
appointed by the Court.

The Court has set a final hearing for May 24, 2011, at 10:00 a.m.
on the Debtor's request to use cash collateral.

                       About Zeus Investments

Lafayette, Louisiana-based Zeus Investments, L.L.C., owns and
operates the Crown Plaza Lafayette located at 1801 W. Pinhook
Road, Lafayette, Louisiana 70508.  It filed for Chapter 11
bankruptcy protection on March 24, 2011 (Bankr. W.D. La. Case No.
11-50406). William H. Patrick, III, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., serves as the Debtor's bankruptcy
counsel. The Debtor estimated its assets and debts at $10 million
to $50 million.


* SEC Probe on China Century Sheds Light on Audit Confirmations
---------------------------------------------------------------
Capital Confirmation, Inc.'s Confirmation.com said in a press
release that the recent U.S. Securities and Exchange Commission
investigation into China Century Dragon Media, Inc., is a perfect
example as to why audit confirmations play an important part of
the financial audit process.  It also supports recent decisions by
the Auditing Standards Board, the Public Company Accounting
Oversight Board and the International Auditing and Assurance
Standards Board to update and strengthen their standards related
to external audit confirmations.

Just six weeks after CDM launched its initial public offering
(IPO) on Feb. 8 of this year, the New York Stock Exchange notified
the company that its common stock was being delisted due to non-
compliance with the exchange's listing standards. According to
StreetInsider.com, China Century's independent accounting firm,
MaloneBailey LLP formally resigned its engagement with the company
because of discrepancies noted on customer confirmations and the
auditor's inability to directly verify China Century's bank
records.

As a result, MB stated that it can no longer support its opinions
related to the financial statements as of December 31, 2009 and
2008.  The U.S. Securities and Exchange Commission has also
initiated a formal investigation concerning material misstatements
on China Century's financial statements, including cash accounts
and accounts receivable.

This falls right on the heels of another bank confirmation fraud
that was announced on February 19 of last year.  According to the
company's 8-K filed with the SEC, the auditors for Electronic Game
Card, Inc., Mendoza Berger and Company, LLP, withdrew their audits
from 2007, 2008 and 2009 for EGCI after the auditors discovered
irregularities during the bank confirmation process.  The SEC
immediately suspended trading on shares of EGCI and this past
September, seven months after the auditors detected the bank
confirmation issues, EGCI filed for bankruptcy.

These are not isolated confirmation frauds.  The first reported
audit confirmation fraud dates as far back as the 1920's with the
McKesson and Robbins Drug Company.  More recently, the $4.9
billion Parmalat bank confirmation fraud, the largest such fraud
ever reported, was also Europe's biggest bankruptcy according to
the BBC. Satyam inflated the company's balance sheet by $1 billion
in cash resulting in India's largest financial fraud according to
The New York Times.  Based on SEC filings, Kmart, which later
became the largest retail bankruptcy in U.S. history according to
ABC News, also involves falsified accounts receivable
confirmations.  Audit confirmation fraud was also purported to
have been involved in the financial frauds at Refco and Ahold
according to CFO.com.  These frauds and others lead to investors
and lenders losing billions of dollars due in large part to frauds
involving falsified audit confirmations.

In the last two years the ASB and the IAASB have issued new
standards that now allow for secure electronic audit confirmations
to help auditors more easily detect financial frauds involving
audit confirmation irregularities.  The PCAOB is currently seeking
final SEC approval of its revised AU 330 standard, The
Confirmation Process, which, if approved by the SEC, will also
allow for the more secure electronic audit confirmations.

Secure electronic audit confirmations have already been adopted by
more than 8,000 accounting firms and all of the Top 10 banks in
the U.S. which now use Confirmation.com to help reduce the
occurrence of bank confirmation fraud. In total, more than $3
trillion has been confirmed by auditors through Confirmation.com.

"Investors, government agencies and the general public rely
heavily on an auditor's independent opinion from a financial audit
on whether a company's financial statements are accurately
presented," said Brian Fox, CPA and Founder of Confirmation.com.
"The auditor's role is vital in the investment decision process
and our solution helps restore investor confidence back into the
audited financial statements."

                       About Confirmation.com

As the exclusive Preferred Provider of Electronic Confirmations
for the AICPA Trusted Business Advisor(TM) Solutions and for the
American Bankers Association, Confirmation.com provides secure
online confirmation services for auditors, banks and their shared
clients. Confirmation.com's patented service minimizes fraud and
brings efficiency to the audit confirmation process. In addition
to its bank confirmation solution, the company provides solutions
for more than 30 different types of audit confirmations to include
accounts receivable confirmations. Several hundred In-Network
responding companies including all of the Top 10 banks in the U.S.
and over 8,000 accounting firms in more than 100 countries trust
Confirmation.com for their audit confirmation needs.


* Madoff, Lehman Trustees' Fees Could Bankrupt SIPC
----------------------------------------------------
Bankruptcy Law360 reports that massive payouts to Securities
Investor Protection Corp. trustees managing the bankruptcies of
Lehman Brothers Holdings Inc.'s brokerage arm and Bernard L.
Madoff Investment Securities LLC are threatening to bankrupt the
group's $2.5 billion funding pool, a report released Wednesday
said.


* Barnes & Thornburg Snares Bankruptcy Pro in Midwest
-----------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy and workout attorney
from Dorsey & Whitney LLP is jumping to Barnes & Thornburg LLP as
the firm expands its Minneapolis office, the firm said Thursday.

Law360 says Mark J. Kalla, now a partner in Barnes & Thornburg's
finance, insolvency and restructuring department, also focuses on
corporate bond defaults, represents various parties in commercial,
and documents debtor-in-possession financing.


* Rosenthal & Co. Integrated to Kurtzman Carson Consultants
-----------------------------------------------------------
Kurtzman Carson Consultants LLC, a Computershare company,
announced on April 5, 2011, new developments in the integration of
Rosenthal & Company into its class action settlement
administration business.  The companies have enhanced the
operations, technology and client service capabilities to afford
clients greater time and cost efficiencies. As of today, Rosenthal
& Company has officially changed its name to Kurtzman Carson
Consultants.

"As we celebrate our 10-year anniversary, KCC's proven formula of
industry expertise, professional-level client service and
proprietary technology is fueling the expansion of our services
and abilities to serve the class action industry," said Jon Orr,
KCC's President. "We will continue to build upon this model to
expand our presence in the class action market."

Backed by a team of experts with decades of experience, KCC Class
Action Services include pre-settlement consulting, class member
data management, legal notification, call center support, claims
processing as well as disbursement and tax reporting.

"By integrating our time-tested class action administration
systems with KCC's significant resources, we have created a major
force in our industry. Our clients have already started benefiting
from the economies our combined companies bring to the
marketplace," said Dan Rosenthal, founder of Rosenthal & Company.

KCC offers in-house capabilities that include an award-winning
1,100 seat, 24/7 call center, document production facilities that
can print and mail millions of documents each month, electronic
data capture (EDC) technology that reduces processing time and
costs as well as claims intake systems that can process hundreds
of thousands of claims per day. In addition, KCC's disbursement
services team distributes more than $250 billion annually.

                             About KCC

Kurtzman Carson Consultants LLC -- http://www.kccllc.com/--a
Computershare company, provides administrative-support services
that help legal professionals realize time and cost efficiencies.
With an integrated suite of corporate restructuring, class action
and legal document management solutions, KCC alleviates the
administrative challenges of today's legal processes and
procedures. KCC has gained client and industry recognition for its
industry expertise, professional-level client service and
proprietary technologies.

                       About Computershare Limited

Computershare http://www-us.computershare.com/-- is a global
market leader in transfer agency and share registration, employee
equity plans, proxy solicitation and stakeholder communications.
We also specialize in corporate trust services, tax voucher
solutions, bankruptcy administration and a range of other
diversified financial and governance services.  Founded in 1978,
Computershare is renowned for its expertise in data management,
high volume transaction processing, payments and stakeholder
engagement.  Many of the world's leading organizations use these
core competencies to help maximize the value of relationships with
their investors, employees, creditors, members and customers.
Computershare is represented in all major financial markets and
has over 10,000 employees worldwide.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 27-29, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott, Chicago, IL
          Contact: http://www.turnaround.org/

May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Nuts and Bolts - New York City
       Association of the Bar of the City of New York,
       New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    New York City Bankruptcy Conference
       Hilton New York, New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Canadian-American Cross-Border Insolvency Symposium
       Fairmont Royal York, Toronto, Ont.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Mich.
             Contact: http://www.abiworld.org/

July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Hyatt Regency Newport, Newport, R.I.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Sanctuary at Kiawah Island, Kiawah Island, S.C.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hotel Hershey, Hershey, Pa.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
    NCBJ/ABI Educational Program
       Tampa Convention Center, Tampa, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
    International Insolvency Symposium
       Dublin, Ireland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    Hilton San Diego Bayfront, San Diego, CA
       Contact: http://www.turnaround.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, Calif.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       Grand Hyatt Atlanta, Atlanta, Ga.
          Contact: http://www.turnaround.org/

Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center,
       National Harbor, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Ritz-Carlton Amelia Island, Amelia Island, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Westin Copley Place, Boston, Mass.
          Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Winter Leadership Conference
       JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott Chicago, Chicago, Ill.
          Contact: http://www.turnaround.org/

October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Marriott Wardman Park, Washington, D.C.
          Contact: http://www.turnaround.org/



                           *********

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 ***