TCR_Public/110407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 7, 2011, Vol. 14, No. 96

                            Headlines

1031 TAX GROUP: Cordell Can't Enforce Injunction in Fraud Case
6414 URBAN: Case Summary & 2 Unsecured Creditors
AEP INDUSTRIES: Moody's Affirms 'B1' CFR, Cuts Outlook to Neg.
AEP INDUSTRIES: S&P Holds 'B' Corp. Credit Rating; Outlook Pos.
AEQUICAP INSURANCE: Regulator Places Firm Into Liquidation

AGS LLC: S&P Maintains 'B-' Corporate Credit Rating; Outlook Neg.
ALEXICO GROUP: Receiver Appointed for Two Manhattan Hotels
ALLISON TRANSMISSION: S&P Upgrades Sr. Secured Debt Rating to 'B+'
AMBAC FINANCIAL: Mediation With IRS to Begin May 1
AMBAC FINANCIAL: Wins Approval of One State Settlement

AMBAC FINANCIAL: Wins Nod to Hire Cornerstone as Consultant
AMERICAN APPAREL: Taps Rothschild to Assist Potential Sale
AMERICAN POST TENSION: Recurring Losses Cue Going Concern Doubt
AMERICAN ROCK: Moody's Puts B2 Rating on Proposed $250MM Term Loan
AMERICAN ROCK: S&P Puts 'B' Corp. Credit Rating; Outlook Stable

AMR HOLDCO: Moody's Puts B1 Rating to Proposed Sr. Sec. Term Loan
AMSCAN HOLDINGS: Delays Filing of 2010 Annual Report
ARAMARK HOLDINGS: Moody's Puts 'B3' Rating on $600MM Sr. Notes
ARAPAHOE LAND: Case Summary & 4 Largest Unsecured Creditors
ARTECITY MANAGEMENT: To Present Plan for Confirmation on June 22

ASARCO LLC: Clerk Reports on Claims Transfers for February
BALM IN GILEAD: Case Summary & 19 Largest Unsecured Creditors
BATAA/KIERLAND: Court Approves Polsinelli as Bankruptcy Counsel
BEDFORD SURREY: Case Summary & Largest Unsecured Creditor
BERNARD L. MADOFF: SIPC Joins Trustee's $6.4-Bil. JPM Battle

BJH JOHNSON: Voluntary Chapter 11 Case Summary
BLUEGREEN CORP: Incurs $21.7-Mil. Net Loss in Fourth Quarter
BLYTH INC: Moody's 'B2' Corporate Unaffected by Midwest CBK Sale
BLOCKBUSTER INC: Selects DISH Network as Winning Bidder
BOB REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors

BORDERS GROUP: Files Rule 2015.3 Report
BORDERS GROUP: Random House & Penguin Have $116-Mil. in Claims
BOUNDARY BAY: Chapter 11 Case Transferred to Judge Robert N. Kwan
BOUNDARY BAY: Section 341(a) Meeting Scheduled for April 28
BUILDERS FIRSTSOURCE: Moody's Assigns 'Caa2' Corporate

BYSYNERGY LLC: Committee Asks Court to Convert Case to Chapter 7
CAPMARK FINANCIAL: To Auction Management Stake in $1-Bil. Fund
CAPTAIN VAN DYKE: Plan Confirmation Hearing Continued to May 19
CAPTAIN VAN DYKE: Obtains Interim Approval to Use Cash Collateral
CAR WASH: Involuntary Chapter 11 Case Summary

CARGO TRANSPORTATION: Taps Ruden McClosky as Special Counsel
CELCIUS HOLDINGS: Sherb & Co. Raises Going Concern Doubt
CHOA VISION: Disclosure Statement Hearing on May 17
CJY INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
CONVERTED ORGANICS: CCR LLP Raises Going Concern Doubt

COPANO ENERGY: 83% Sign Indenture to Eliminate Note Defaults
CORNERSTONE WORLD: Prepares to Sell Assets at Auction
CREDIT ONE: Moss Krusick Raises Going Concern Doubt
CROSS COUNTY: Section 341(a) Meeting Scheduled for May 6
CRYSTALLEX INTERNATIONAL: Gets Delisting Notice from NYSE Amex

CYPHERMINT INC: Service on Russian Corporations Was Adequate
DBSI INC: Foley & Lardner, Young Conaway Move Malpractice Suit
DJO FINANCE: Moody's Puts 'B3' Rating to $300MM Note Offering
EFD, LTD.: Case Summary & 20 Largest Unsecured Creditors
ELM STREET: Court Sets June 15 Claims Bar Date

DOC'S JAGS: Voluntary Chapter 11 Case Summary
EARTH GROUP: Voluntary Chapter 11 Case Summary
EAU TECHNOLOGIES: HJ & Associates Raises Going Concern Doubt
ECF NORTH RIDGE: Case Summary & 22 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Amalgamated Gadget Holds 1.9% Equity Stake

ENCORIUM GROUP: Delays Filing of 2010 Annual Report
ENERTECK CORP: Delays Filing of 2010 Annual Report
ENRON CORP: Beats Appeal Over Bank's $50M Ch. 11 Claim
EXPRESSWAY DEV'T: Can Hire Marion Kordic as Real Estate Appraiser
EXPRESSWAY DEV'T: Gets Court's Nod to Hire Hayes Brokerage

EXPRESSWAY DEV'T: Has Court OK to Hire Smith Carney as Accountant
EXPRESSWAY DEV'T: Has Court's OK to Hire Randel Shadid as Attorney
EXTENDED STAY: Hotel Chain HQ Moves to Charlotte
FAIRFIELD SENTRY: Sues Abu Dhabi Fund to Claw Back $300 Million
FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating

FAYETTEVILLE MARKETFAIR: Court Dismisses Chapter 11 Case
FENTURA FINANCIAL: James Wesseling Had 7,177 Share at Dec. 29
FIRSTSOURCE INC: S&P Affirms Junk Corporate Credit Rating
FLORIDA GAMING: Incurs $4.84 Million Net Loss in 2010
FMC VENTURE: Case Summary & 8 Largest Unsecured Creditors

FORD MOTOR: U.S. March Sales Up 19%; Year-to-Date Sales Up 16%
FRANCISCAN COMMUNITIES: Court Confirms Chapter 11 Liquidating Plan
FRANKLIN TOWERS: Delays Filing of 2010 Annual Report
GBI CROUP: Case Summary & 20 Largest Unsecured Creditors
GEMCRAFT HOMES: Case Summary & 20 Largest Unsecured Creditors

GIBSON GUITAR: Moody's Assigns 'B3' to $130-Mil. Credit Facility
GLENDALE INTERNATIONAL: Trustee Sells 48% Firan Stake to Oakwest
GORDON'S MUSIC: Case Summary & 20 Largest Unsecured Creditors
GREATER ATLANTA BROKERAGE: Case Summary & Largest Unsec. Creditors
GREDE HOLDINGS: S&P Withdraws Preliminary 'B+' Corp. Credit Rating

LADY FOREST: Case Summary & 20 Largest Unsecured Creditors
HOMELAND SECURITY: Amends 2009 Annual Report; Addresses Comments
HYTHIAM INC: Incurs $19.99 Million Net Loss in 2010
IDO SECURITY: Delays Filing of 2010 Annual Report
INDIGO-ENERGY: Delays Filing of 2010 Annual Report

INFUSION BRANDS: Meeks International Raises Going Concern Doubt
INNOVIDA HOLDINGS: Receiver Becomes Chapter 11 Trustee
INT'L TEXTILE: Incurs $46.30 Million Net Loss in 2010
JEMA ENTERPRISES: Case Summary & Largest Unsecured Creditor
JOHN D OIL: Incurs $1.38 Million Net Loss in 2010

JUST MARSE: Case Summary & 4 Largest Unsecured Creditors
KIDS VIEW: Case Summary & 8 Largest Unsecured Creditors
KV PHARMACEUTICAL: Incurs $44.66 Million Net Loss in Dec. 31 Qtr.
LAW ENFORCEMENT ASSOCIATES: Frost PLLC Raises Going Concern Doubt
LNR PROPERTY: Moody's Puts 'B2' Corporate Under Review for Upgrade

MAC THE ANTIQUE: Case Summary & 20 Largest Unsecured Creditors
MACCO PROPERTIES: Creditors Panel Wants Dennis Maley as Accountant
MACCO PROPERTIES: Objects to Creditors Panel's Hiring of Welch
MACCO PROPERTIES: Wants Pinkerton as Special Litigation Counsel
MASONITE INT'L: Moody's Assigns 'B2' Corporate Family Rating

MASTER SILICON: Reports $232,979 Net Profit in 2010
MCMILLAN-NARO: Case Summary & 16 Largest Unsecured Creditors
MICHAELS STORES: S&P Revises Outlook to Positive, Holds B- Rating
MIDWAY RAYFORD: Voluntary Chapter 11 Case Summary
MITOO CORPORATION: Case Summary & 3 Largest Unsecured Creditors

MMFX CANADIAN: Court Okays Pachulski Stang as Committee Counsel
MMRGLOBAL INC: Rose Snyder Raises Going Concern Doubt
MOOD MEDIA: Moody's Puts 'B2' Corp. Family Rating; Outlook Stable
MORTGAGEBROKERS.COM: Delays Filing of 2010 Annual Report
MPG OFFICE: Disposes of Non-Core Assets; Eliminates $33.8MM Debt

MUKAT INC: Case Summary & 3 Largest Unsecured Creditors
M-WISE INC: Incurs $1.94 Million Net Loss in 2010
NBC ACQUISITION: Weak Liquidity Cues S&P's CCC Corp. Credit Rating
NEDAK ETHANOL: Incurs $2.08 Million Net Loss in 2010
NEW SAIGON: Case Summary & 20 Largest Unsecured Creditors

NNN 2003: Sevens Building Sold to GECE for $17.40 Million
NUMOBILE INC: Incurs $2.99 Million Net Loss in 2010
NXT NUTRITIONALS: Incurs $17.40 Million Net Loss in 2010
NXT NUTRITIONALS: Delays 29-Mil. Shares Registration
OLD AUGUSTA: Commissioners Face Fraud & Negligence Suit

OMNICOMM SYSTEMS: Incurs $3.13 Million Net Loss in 2010
ONE RENAISSANCE: Wants to Use Wells Fargo's Cash Collateral
ONE RENAISSANCE: Has Until June 7 to File Chapter 11 Plan
OSI RESTAURANT: Swings to $27.8-Mil. Profit in 2010
PARKWAY NORTH: Voluntary Chapter 11 Case Summary

PARK OHIO: Moody's Corrects April 1 Release, Assigns B3 Rating
PARRIS PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
PATTON STREET: Case Summary & 7 Largest Unsecured Creditors
PENN VIRGINIA: S&P Affirms 'BB-' Corporate Credit Rating
PHYSICAL PROPERTY: Incurs HK$640,000 Net Loss in 2010

PLATINUM ENERGY: Delays Filing of 2010 Annual Report
POINT BLANK: Seeks to Hire Baker & McKenzie as Counsel
PURADYN FILTER: Delays Filing of 2010 Annual Report
PURSELL HOLDINGS: Creditors Have Until May 2 to File Claims
PURESPECTRUM INC: Delays Filing of 2010 Annual Report

QWEST COMMUNICATIONS: Common Stock Delisted From NYSE
RALPH FAIR: Case Summary & 17 Largest Unsecured Creditors
REAL ESTATE ASSOCIATES: Reports $171,000 Net Income in 2010
REALOGY CORP: Files Form S-1; Issues $2.11BB of 11.00% Sr. Notes
RED MOON: Case Summary & 20 Largest Unsecured Creditors

ROANOKE HEALTH: Case Summary & 20 Largest Unsecured Creditors
ROYAL INVEST: Delays Filing of 2010 Annual Report
S & S FOOD: Case Summary & 8 Largest Unsecured Creditors
SAN ANGELO HOTEL: Voluntary Chapter 11 Case Summary
SATELITES MEXICANOS: Files Prepackaged Chapter 11 Petition

SBARRO INC: Proposes $35 Million of DIP Financing
SBARRO INC: Taps Epiq Bankruptcy as Notice & Claims Agent
SBARRO INC: Asks Court to Extend Time for Filing of Schedules
SBARRO INC: Wants OK to Pay Critical Vendors' Prepetition Claims
SCI REAL ESTATE: Files Schedules of Assets And Liabilities

SEAHAWK DRILLING: Creditors Object to Duff and Phelps Hiring
SOLAR THIN: Delays Filing of 2010 Annual Report
STANADYNE HOLDINGS: Incurs $9.98 Million Net Loss in 2010
SUMMIT BUSINESS: Hires Clark Schaefer as Accountants
STEWART ENTERPRISES: Moody's Assigns B1 to Proposed $200MM Notes

SW OWNERSHIP: Hires CB Richard Ellis as Appraiser
SWORDFISH FINANCIAL: Delays Filing of 2010 Annual Report
TABI INTERNATIONAL: Closing All 76 Stores Across Canada
TAPATIO SPRINGS: Returns to Chapter 11 to Stop Foreclosure
TAPATIO SPRINGS: Case Summary & 3 Largest Unsecured Creditors

TAYLOR BEAN: Farkas' Mortgage Fraud Trial Set to Start April 4
TCC GROUP: Case Summary & 20 Largest Unsecured Creditors
TEAM NATION: Delays Filing of 2010 Annual Report
TEMPUS RESORTS: Taps Marcum as Financial Advisors
THERMOENERGY CORP: Incurs $9.85 Million Net Loss in 2010

THORNBURG MORTGAGE: Ch.11 Trustee Has Go-Signal to Hire Consultant
TIB FINANCIAL: Files Form 10-K; Posts $560,000 Net Income
TIGRENT INC: Incurs $697,000 Net Loss in 2010
TILE HOUSE: Case Summary & 20 Largest Unsecured Creditors
TJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors

TVMJ INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
ULTIMATE ACQUISITION: Hires Real Estate Consultant and Advisor
VERINT SYSTEMS: Moody's Puts B1 Rating to Proposed Secured Debt
VIA DEL ORO: Case Summary & 18 Largest Unsecured Creditors
VIKANIS LLC: Case Summary & 3 Largest Unsecured Creditors

WATERSCAPE RESORT: To Sell Cassa Hotel via Chapter 11
WATERSCAPE RESORT: Case Summary & 6 Largest Unsecured Creditors
WEB2B PAYMENT: Case Summary & 7 Largest Unsecured Creditors
WESTERN APARTMENT: Days Inn Maui in Chapter 11 for the 3rd Time
WESTERN APARTMENT: Case Summary & 20 Largest Unsecured Creditors

WESTLAND PARCEL: Has Green Light to Hire Kallman as Accountants
WINDEMERE APARTMENTS: Voluntary Chapter 11 Case Summary
WJO INC: Wins OK to Hire Special Counsel for TMR Cases
WJO INC: Ombudsman Gets OK to Hire Eckert Seamans as Counsel

* First Quarter Consumer Bankruptcy Filings Fall 6% from 2010

* Five Hunton Partners Head to DLA's New Miami Outpost

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********



1031 TAX GROUP: Cordell Can't Enforce Injunction in Fraud Case
--------------------------------------------------------------
Bankruptcy Law360 reports that Judge Richard J. Holwell in the
U.S. District Court for the Southern District of New York rejected
a request by Cordell Consultants Inc. to enforce a bankruptcy
court's injunction that would have spared it from aiding and
abetting claims related to a massive fraud at 1031 Tax Group LLC.

                           About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007.
Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  Jonathan
L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, represent the Chapter 11 trustee.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G.
Kadish, Esq., at Greenberg Traurig, LLP, represent the Official
Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


6414 URBAN: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: 6414 Urban South, LP
        1115 Kinney Ave. #38
        Austin, TX 78704

Bankruptcy Case No.: 11-10803

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $3,096,631

Scheduled Debts: $1,835,984

A list of the Company's two unsecured creditors filed together
with the petition is available for free at
http://bankrupt.com/misc/txwb11-10803.pdf

The petition was signed by Peter Kehle, president of general
partner.


AEP INDUSTRIES: Moody's Affirms 'B1' CFR, Cuts Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for AEP
Industries Inc. to negative from stable and affirmed the B1
corporate family rating.  Moody's also assigned a B2 rating to the
new $200 million senior notes due 2019.  The proceeds from the
offering will be used to purchase the existing $160.16 million
7.875% Senior Notes due 2013 and pay the fees and expenses related
to the offering and the tender offer and consent solicitation and,
to the extent necessary, to redeem any remaining 7.875% Senior
Notes due 2013 upon the completion of the tender offer and consent
solicitation.  The Company intends to use the remaining proceeds
to repay all or a portion of the amounts outstanding under the
Company's credit facility.

Moody's took these actions for AEP Industries, Inc.:

   * Affirmed B1 Corporate Family Rating;

   * Affirmed B1 Probability of Default Rating;

   * Assigned $200 million senior notes due 2019, B2 (LGD 5, 73%);

   * Affirmed $161.16 million senior notes due 2013, B2 (LGD 5,
     75%) (to be withdrawn after the transaction closes);

   * Revised outlook to negative from stable.

Ratings Rationale

The revision of the ratings outlook to negative from stable
reflects the sustained weakness in the company's EBIT margin
to below the stated rating triggers and weakening of leverage
and interest coverage from the proposed debt issuance.  The
EBIT margin remains below the stated rating trigger due to raw
material price increases and strong price competition.  While the
competitive environment has exhibited some signs of improvement,
price competition remains strong and the pace and extent of any
improvement remains uncertain.  AEP may be challenged to restore
margins to a level commensurate with the rating category over the
horizon without further significant improvement in the competitive
environment.

AEP's B1 Corporate Family Rating reflects the company's exposure
to a fragmented market with significant price competition and
overcapacity and exposure to some cyclical end markets.  The
company's operating margins remain weak for the rating category
and may continue to be negatively impacted by the competitive
environment.  The rating also reflects the predominance of
commodity products and dearth of long-term contracts with cost
pass through provisions with customers.

The rating is supported by certain credit metrics that provide
some cushion in the rating category as well as strong liquidity.
Additionally, the company's continuing focus on profitability and
cost-cutting also help support the rating.  Strengths in the
credit profile also include a high percentage of packaging for
food products, scale relative to most competitors and strong
liquidity.

What Could Change the Rating -- Up

The ratings could be upgraded if there is a sustainable
improvement in credit metrics and the operating and competitive
environment.  Additionally, the company would need to maintain
adequate liquidity.  Specifically, the ratings could be upgraded
if the EBIT margin improves to above 9.75% with leverage remaining
below 5.0 times, EBIT to interest coverage above 2.0 times and
free cash flow to total debt above 6%.

What Could Change the Rating -- Down

The ratings could be downgraded if the company fails to improve
credit metrics or if there is a lack of improvement in the
competitive and operating environment.  The ratings could also
be downgraded if there is a material debt-financed acquisition
or if AEP fails to maintain adequate liquidity.  The rating is
especially sensitive to the EBIT margin as it remains weak for the
rating category.  Specifically, the rating could be downgraded if
AEP fails to improve the EBIT margin to the high single digits
while maintaining free cash flow to debt in the mid single digits,
EBIT interest coverage above 1.6 times and EBITDA to total debt
below 5.5 times.

The principal methodologies used in this rating were Global
Packing Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009, Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009, and Speculative Grade Liquidity Ratings published in
September 2002.


AEP INDUSTRIES: S&P Holds 'B' Corp. Credit Rating; Outlook Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on AEP Industries Inc. and revised the outlook to
positive from stable.

At the same time, Standard & Poor's assigned a 'B-' issue-level
rating and a '5' recovery rating to the company's proposed
$200 million senior unsecured notes maturing April 2019.  The '5'
recovery rating indicates Standard & Poor's expectation for modest
(10%-30%) recovery in the event of a payment default.

The company plans to use the proceeds from the proposed senior
unsecured notes to repay $160 million in existing debt, with the
remainder applied toward its asset-based revolving credit facility
and fees and expenses.

"The outlook revision reflects our expectation of improving
operating trends supported by increased volumes and manageable raw
material costs," said Standard & Poor's credit analyst Henry
Fukuchi.  "We expect that these trends will lead to an improving
financial profile and adequate liquidity, which could warrant a
modestly higher rating."

South Hackensack, N.J.-based AEP is a large producer of polyvinyl
chloride food wrap, industrial films, and polyethylene pallet-wrap
stretch films.  The company has leading market positions in a
number of flexible packaging niches, but the industry's
competitiveness limits its ability to pass on input cost
increases to customers, particularly during cyclical periods of
weaker demand.  This introduces volatility into operating earnings
that can meaningfully constrain free cash flow and liquidity.  In
the past, the company responded to volume declines and intensified
competition by disposing of less-profitable businesses, especially
in Europe.  AEP is now focused on the North American market.


AEQUICAP INSURANCE: Regulator Places Firm Into Liquidation
----------------------------------------------------------
RiskandInsurance.com reports that the Florida Department of
Financial Services ordered AequiCap Insurance Co. into liquidation
after the regulators said the Company lacked the financial
resources for a successful rehabilitation.

AequiCap Insurance Company was ordered into receivership for
purposes or rehabilitation by the Second Judicial Circuit Court in
Leon County, Fla., in February.  The liquidation announcement was
made March 7 with policies being canceled as of April 6.

RiskandInsurance.com relates that regulators said the Florida
Workers' Compensation Insurance Guaranty Association will help pay
outstanding claims for workers' comp policies with the amounts
paid on claims limited to the amount of coverage provided by the
policies.

"However, Florida does not limit benefits paid to injured workers
and pays 100 percent of the statutorily defined workers' comp
benefits.  For unearned premium claims, the FWCIGA's obligation is
limited to $50,000 and covers only policies in force on the date
of liquidation," according to documents on the DFS Web site
obtained by RiskandInsurance.com.

The state guaranty associations for the additional three states
are being activated to help pay outstanding claims there.

                    About AequiCap Insurance

AequiCap Insurance Company provided workers' comp and commercial
auto coverage in Florida and had 2,330 policies in force.  It was
also licensed in Georgia, Oklahoma, and South Carolina.

As reported in the Troubled Company Reporter on March 14, 2011,
A.M. Best Co. downgraded the financial strength rating to E
(Under Regulatory Supervision) from C++ (Marginal) and issuer
credit rating to "rs" from "b" of AequiCap Insurance Company (Fort
Lauderdale, FL).

On Feb. 28, 2011, The State of Florida issued a consent order of
rehabilitation of AequiCap.


AGS LLC: S&P Maintains 'B-' Corporate Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said t it withdrew all its
ratings on AGS Holdings LLC.  The ratings withdrawal follows the
company's decision not to move forward with plans to issue
$150 million in new senior secured notes to refinance its existing
credit facility.

"We continue to maintain ratings on AGS LLC, a subsidiary of AGS
Holdings, and the borrower on the existing credit facility.  Our
corporate credit rating on AGS LLC is 'B-' and the rating outlook
is negative.  Our rating on AGS LLC reflects our expectation the
company will not be able to remain in compliance with financial
covenants absent the use of the equity cure provision or a
waiver and amendment to its existing credit facility," S&P stated.


ALEXICO GROUP: Receiver Appointed for Two Manhattan Hotels
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Manhattan condo and hotel
developer has lost control of two Midtown luxury hotels following
a ruling by a New York state Supreme Court judge.  In a
foreclosure proceeding last month, Judge Joan Madden appointed a
receiver for the Flatotel and the Alex Hotel, which have been run
by Alexico Group.  In her ruling, Judge Madden noted that while
Alexico failed to pay the hotels' mortgage payments or real-estate
taxes for two years, the developer's principals paid themselves
$570,000 in management fees.

According to DBR, the creditor group claims that the Alex Hotel
owes it $107 million, and the Flatotel $209 million.  At the same
time, the judge's ruling said that the principals, Izak Senbahar
and Simon Elias, transferred hotel funds to various affiliated
properties.  That includes their flagship property, the newly
renovated Mark Hotel on the Upper East Side, which has been
struggling to sell co-op apartments as part of a conversion plan.


ALLISON TRANSMISSION: S&P Upgrades Sr. Secured Debt Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Indianapolis-based global auto component supplier
Allison Transmission Inc.'s senior secured debt to 'B+' from 'B'.
The recovery rating is revised to '2' from '3'.  "At the same
time, we affirmed our 'B' corporate credit rating on the company.
The outlook is stable," S&P said.

"The ratings on Indianapolis-based Allison Transmission Inc.
reflect the company's highly leveraged financial risk profile,
which in our view overshadows the company's good profitability and
strong market shares as the leading U.S. supplier of automatic
transmissions for commercial vehicles," said Standard & poor's
credit analyst Lawrence Orlowski.  "We consider Allison's
business risk profile to be fair, reflecting its good market
position but also the highly cyclical North American commercial-
vehicle supplier business," Mr. Orlowski continued.

"We also believe Allison's leverage could remain somewhat elevated
until end-market demand rebounds more strongly.  Nevertheless, the
company filed for an initial public offering of stock of up to
$750 million on March, 18, 2011.  Though we believe that the
timing of the IPO and the amount of debt reduction are uncertain,
the transaction, if successful, could accelerate the gradual
reduction in leverage the company has already achieved through
improved profitability during the past few quarters.  For example,
a $500 million debt reduction would reduce leverage to 5.4x from
6.3x at Dec 31, 2010," S&P said.

"As of March 1, 2011, The Carlyle Group and Onex Corporation each
owned about 49.8% of Allison's common stock and we expect that
these sponsors will continue to hold a controlling stake of the
common stock upon the potential completion of the IPO," S&P added.


AMBAC FINANCIAL: Mediation With IRS to Begin May 1
--------------------------------------------------
Ambac Financial Group, Inc. and the U.S. Internal Revenue Service
have mutually selected retired Judge James Robertson of JAMS,
Inc., to serve as mediator in the adversary proceeding commenced
by the Debtor against the IRS, according to the Debtor's counsel,
Lawrence M. Hill, Esq., at Dewey & LeBoeuf LLP, in New York's
letter to Judge Shelley C. Chapman of the U.S. Bankruptcy Court
for the Southern District Court of New York.

Despite the selection of the mediator, the IRS continues to
assert that the reference of the matter should be withdrawn to
the U.S. District Court for the Southern District of New York.
The parties thus acknowledge that in the event the District Court
grants the IRS' Motion to Withdraw Reference to the District
Court, the mediation before Judge Robertson may be discontinued,
unless the District Court or all the parties agree that mediation
should proceed.

Judge Robertson served as a federal judge for the District of
Columbia from 1994 until 2010.  Mr. Hill says Judge Robertson's
selection is conditioned on a conflicts check and execution of a
retention agreement with JAMS.  The selection is also conditioned
on internal government approval that is being sought by the IRS.

Mediation in the adversary proceeding will commence on May 1,
2011, unless all issues in the adversary proceeding are settled
at an earlier date, according to a previous order of the
Bankruptcy Court.

Ambac Financial has commenced an adversary proceeding seeking a
declaratory judgment on whether the IRS can seize $700 million in
tax refunds the Debtor has received.  IRS has answered the lawsuit
and asserts that the complaint should be dismissed as the
Bankruptcy Court "lacks jurisdiction".  The IRS has filed a motion
to withdraw reference before the U.S. District Court for the
Southern District of New York.  The Debtor, however, points out
that it is vigorously opposing the Motion to Withdraw, and the
adversary proceeding is not stayed pursuant to F.R.B.P. Rule
5011(c).  To avoid unnecessary delay while the Motion to Withdraw
is pending, it is proper for the administration of the Adversary
Proceeding to proceed in Bankruptcy Court, Ambac asserts.

                       About Ambac Financial

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

  (1) The Existing Headquarters Lease will be terminated;

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

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

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

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

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

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

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

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

Mr. Ivanick maintains that the Settlement Agreement results in:

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

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

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Wins Nod to Hire Cornerstone as Consultant
-----------------------------------------------------------
Ambac Financial Group, Inc. received the Bankruptcy Court's
permission to employ Cornerstone Research as its litigation
consultant, nunc pro tunc to Jan. 14, 2011.

As the Debtor's litigation consultant, Cornerstone will provide
certain litigation consulting services to the Debtor and Wachtell
Lipton, Rosen & Katz, the Debtor's special counsel, including,
among other things, compiling, modeling and analyzing trading
activity for certain of the Debtor's securities.

Cornerstone has indicated its willingness to serve as the
Debtor's litigation consultants with respect to certain putative
securities and derivatives class actions and to perform those
services.

To the extent that Cornerstone provides consulting services to
Wachtell Lipton, counsel to the Debtor in the Litigations, or any
of the Debtor's other retained counsel in connection with
litigation matters, Cornerstone's work will be performed at the
sole direction of Debtor's counsel and will be solely and
exclusively for the purpose of assisting counsel in their
representation of the Debtor, AFG Senior Vice President and
General Counsel Kevin Doyle clarifies.

Consequently, Mr. Doyle says Cornerstone's work may be of
fundamental importance in the formulation of mental impressions
and legal theories by counsel, which may be used in counseling
the Debtor, representing the Debtor, and negotiating a settlement
on behalf of the Debtor.  In order for Cornerstone to carry out
its responsibilities, it may be necessary for Debtor's counsel to
disclose to Cornerstone their legal analysis, as well as other
privileged information and attorney work product, he notes.

Accordingly, the Debtor asks the Court to deem that the status of
any writings, analysis, communications, and mental impressions
formed, produced or created by Cornerstone in connection with its
assistance of Wachtell Lipton or any of the Debtor's other
retained counsel in litigation matters is the work product of
Wachtell Lipton or any of the Debtor's other retained counsel in
their capacity as counsel to the Debtor.

The Debtor further seeks an order providing that the confidential
or privileged status of the Cornerstone Litigation Work Product
(i) will not be affected by the fact that Cornerstone has been
retained by the Debtor rather than by Wachtell Lipton or any of
the Debtor's other retained counsel; and (ii) will not be
affected if certain aspects of Cornerstone's work are shared with
Debtor's lead counsel in these Chapter 11 cases, any of the
Debtor's other retained counsel, the Official Committee of
Unsecured Creditors, or its counsel.

Cornerstone's professionals will be paid at an hourly rate, and
that total fees will not exceed $65,000 without seeking further
approval by the Court.  The current hourly rates for damages
estimation services to be rendered by Cornerstone professionals
are:

     Professional                    Rate per Hour
     ------------                    -------------
     Partner/Managing Director        $550
     Associate                        $375
     Staff                            $235 to $300

Cornerstone will be entitled to seek reimbursement for actual and
necessary expenses incurred.

David Marcus, vice president at Cornerstone Research --
dmarcus@cornerstone.com -- assures Judge Chapman that Cornerstone
is a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Taps Rothschild to Assist Potential Sale
----------------------------------------------------------
Reuters reports that American Apparel is working with advisor
Rothschild to help it explore a potential sale, as the Company
contends with a falling stock price and the threat of bankruptcy.

According to Reuters, if the Company is sold, it is unlikely that
the buyer will permit American Apparel CEO Dov Charney to remain
with the organization.  Mr. Charney has been named a defendant in
multiple lawsuits, including one from a former employee who
alleges that she was Mr. Charney's sex slave, the report said.

Reuters relates that according to one source who is working with a
potential buyer, Mr. Charney has been buying stock in American
Apparel, which has seen its share price plummet following the
revelation on March 31 that it faces bankruptcy.  American
Apparel's shares were trading for 82 cents on Tuesday, down from a
52-week high of $3.62.  Its market cap is just under $64 million.

Reuters notes it is believed Mr. Charney controls more than 60% of
the Company now, although recent reports peg his ownership closer
to 54%.  Mr. Charney has been converting his American Apparel debt
holdings to equity, according to the source working with a
potential buyer.

The source said American Apparel's creditor, Lion Capital, hired
Miller Buckfire in anticipation of any significant event that
pushes the company closer to a Chapter 11 bankruptcy filing.  Lion
Capital recently removed its two directors, Lyndon Lea and Neil
Richardson, from American Apparel's board.

                      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.

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.

                       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.

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 POST TENSION: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------------------
American Post Tension, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Moss, Krusick & Associates, LLC, in Winter Park, Florida,
expressed substantial doubt about the American Post Tension's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses and operating
cash outflows.

The Company reported a net loss of $1.8 million on $7.0 million of
sales for 2010, compared with a net loss of $1.9 million on
$7.9 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.8 million
in total assets, $3.1 million in total liabilities, all current,
and a stockholders' deficit of $1.3 million.

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

                       http://is.gd/0FvsqX

Henderson, Nev.-based American Post Tension, Inc., provides slab-
on-grade post-tensioning products and services.  In addition, the
Company also provides materials to its customers on a freight-on-
board ('FOB') basis so the buyer assumes the responsibility for
the shipment and shipping charges of the materials purchased from
the Company.


AMERICAN ROCK: Moody's Puts B2 Rating on Proposed $250MM Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to American Rock Salt Company LLC (ARSC), a B2 rating to its
proposed $250 million senior secured Term Loan B due 2017, and a
B3 rating to the proposed $200 million senior secured second lien
notes due 2018.  The proceeds of the proposed debt will be used to
refinance ARSC's outstanding debt, repay debt at ARSC's holding
company parent and fund a distribution to the company's owners.
The transaction is expected to close in the second quarter of
2011.  The outlook is stable.  This is a summary of the ratings
activity.

Ratings assigned:

   American Rock Salt Company LLC

   -- Corporate Family Rating -- B2

   -- Probability of Default -- B2

   -- $250mm Sr sec term loan B due 2017 -- B2 (LGD4, 51%)

   -- $200mm Sr sec second lien notes due 2018 -- B3 (LGD4, 58%)

Outlook -- Stable

Ratings Rationale

ARSC's B2 CFR is supported by its strong margins, cost advantages
associated with operating a relatively new mine, historically
favorable meteorological conditions in its markets including "lake
effect" snow, relatively stable (although seasonal) yearly cash
flows that are insulated from economic cycles, modest capex
requirements and a diverse customer base.  The ratings are further
supported by the rock salt industry's relatively benign industry
competitive dynamics, natural cost advantage ARSC enjoys over
competitors in the markets adjacent to its mining operations and
barriers to entry for new competitors.  The ratings also reflect
ARSC's high leverage (approximately 5.8x for FY2010 after pro
forma adjustments for the proposed financing and taking into
account Moody's standard analytical adjustments), and high balance
sheet debt $450 million) relative to the size of the company (less
than $200 million in revenues).  In addition, ARSC's ratings are
limited by its business profile, single mine operation (Hampton
Corners Mine), focused product line (rock salt for highway de-
icing), and a geographically narrow market (primarily western
Pennsylvania and upstate New York).

The stable outlook reflects Moody's expectation that ARSC will
continue to experience favorable winter weather patterns in its
main markets and reduce debt with excess cash balances.  Moody's
sees limited upside to ARSC's CFR due to its current business
profile (including risks associated with operating a single mine),
modest size and history of repeatedly re-levering the company.
There could be negative pressure on the ratings if the company
were not able to maintain its sales volumes and EBITDA to levels
that could support its debt service requirements, or if adequate
liquidity is not maintained.

American Rock Salt Company LLC, headquartered in Retsof, New York,
is a producer of highway deicing rock salt.  It operates a single
mine (Hampton Corners Mine) in upstate New York and sells its
product primarily to state and local government agencies in the
northeastern US.  The firm is a wholly owned subsidiary of
American Rock Salt Holdings LLC, which is closely held by private
investors, including some members of management.  The company
generated revenues of $191 million for the twelve months ended
December 31, 2010.

The principal methodology used in this rating was Global Chemical
Industry rating methodology published in December 2009.


AMERICAN ROCK: S&P Puts 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings  Services said it assigned a preliminary
'B' corporate credit rating to Mount Morris, N.Y.-based American
Rock Salt Co. LLC (ARS).  The rating outlook is stable.

"At the same time, we assigned a preliminary 'BB-' issue-level
rating (two notches above the corporate credit rating) to ARS'
proposed $250 million term loan B due 2017.  The preliminary
recovery rating is '1', indicating our expectation of very high
(90%-100%) recovery for lenders in the event of a payment
default," S&P stated.

"In addition, we assigned a preliminary 'CCC+' issue-level rating
(two notches below the corporate credit rating) to ARS' proposed
$200 million second-lien notes due 2018.  The preliminary recovery
rating is '6', indicating our expectation of negligible (0%-10%)
recovery for noteholders in the event of a payment default," S&P
continued.

S&P does not rate the $40 million revolving credit facility.

The company expects to use proceeds from the proposed term loan
and notes to partially refinance existing debt and fund a
distribution to shareholders.

"The preliminary 'B' corporate credit rating on ARS reflects the
combination of what we consider to be its vulnerable business risk
profile and aggressive financial risk profile.  The business risk
assessment incorporates the company's limited diversity, seasonal
demand, and narrow financial flexibility.  The rating also takes
into consideration our view that the company should have adequate
liquidity (after giving effect to the proposed financing
transactions) to meet its near-term obligations, benefits from its
strategic location, and has a recession resistant business," S&P
related.


AMR HOLDCO: Moody's Puts B1 Rating to Proposed Sr. Sec. Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to Emergency Medical Services
Corporation (EMSC).  Moody's also assigned a B1 (LGD3, 34%) rating
to the proposed $1,440 million term loan due 2018.  Concurrently,
Moody's assigned a Speculative Grade Liquidity Rating of SGL-1.
Moody's understands that the proceeds of the term loan, along with
an equity contribution and an issuance of unsecured debt, will be
used to fund the acquisition of the company by Clayton, Dubilier
and Rice, LLC and to retire the company's existing debt at AMR
Holdco, Inc.  Moody's understand that EMSC is also expected to
obtain a $350 million asset-based revolving credit facility due
2016 (not rated by Moody's) and has committed financing for an
unsecured bridge facility of up to $950 million.  The ratings
outlook is stable.

The existing ratings of AMR Holdco, Inc. (the borrower in the
existing corporate structure) remain unchanged.  Moody's expect to
withdraw the ratings of AMR Holdco, Inc. upon the closing of this
transaction, at which time the outstanding debt will be repaid.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

This is a summary of Moody's actions.

Ratings assigned:

   Emergency Medical Services Corporation:

   -- $1,440 million senior secured term loan due 2018, B1 (LGD3,
      34%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- Speculative Grade Liquidity Rating, SGL-1

Ratings unchanged and to be withdrawn at the close of the
transaction:

   AMR Holdco, Inc.:

   -- $125 million senior secured revolving credit facility due
      2015, Baa3 (LGD2, 26%)

   -- $425 million senior secured term loan due 2015, Baa3 (LGD2,
      26%)

   -- Corporate Family Rating, Ba1

   -- Probability of Default Rating, Ba2

   -- Speculative Grade Liquidity Rating, SGL-1

Ratings Rationale

"EMSC's B2 Corporate Family Rating reflects the considerable debt
load the company will operate with following the proposed
leveraged buyout," said Dean Diaz, a Moody's Senior Credit
Officer.  "While most of the company's credit metrics will be
detrimentally affected by the significant debt load, we expect the
company to maintain very good liquidity with the expectation of
stable free cash flow that could be used to repay debt," continued
Diaz.

Moody's estimate that this transaction will increase leverage to
around 6.8 times, which is very high for the B2 rating and leaves
only a modest equity cushion based on the current estimated
purchase multiple. Moody's expect pro forma cash flow generation
to decline due to the related interest burden.  However, Moody's
also expect the company to focus on reducing debt with available
free cash flow following the transaction.  The rating also
reflects the benefits of the company's scale in each of its
operating segments, which are otherwise very fragmented among
other providers.

The stable outlook reflects Moody's expectation that the company
should continue to benefit from both organic expansion of
operations as well as moderate sized acquisitions.  Additionally,
while cash flow generation is expected to be negatively impacted
by the increased interest burden associated with the considerable
debt load, Moody's believe the company will continue to generate
sufficient free cash flow and focus on debt reduction.  The
outlook also reflects Moody's anticipation that the company will
remain disciplined in its acquisition strategy with respect to
leverage and its expansion into newer service areas.

The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that the company will have very good liquidity over
the four quarters following the transaction, characterized by
sufficient cash flow to fund working capital, capital expenditure
needs and mandatory amortization requirements over the forecast
period and access to a proposed $350 million asset based revolving
credit facility.

Upward pressure on the rating is somewhat limited in the near term
given the significant increase in leverage with the proposed
transaction.  However, if the company improves operating results
or repays debt such that debt to EBITDA is sustained below 5.5
times and free cash flow to debt is expected to be sustained above
5%, Moody's could upgrade the ratings.

If the company takes on additional debt to fund acquisitions or
incurs operating difficulties such that leverage were not be
reduced from current levels, Moody's could downgrade the ratings.
Additionally, if government reimbursement levels are significantly
reduced in either segment of the company's business, professional
liability claims rise materially above current levels, or if payor
mix shift materially impacts pricing, such that the company was
expected to have negative free cash flow for a sustained period,
Moody's could downgrade the ratings.

For further details refer to Moody's Credit Opinion for Emergency
Medical Services Corporation on moodys.com.

This is the first time Moody's has assigned a rating to Emergency
Medical Services Corporation, the borrower in this transaction.
The last rating action on AMR Holdco was on March 4, 2010, when
Moody's upgraded the company's Corporate Family Rating to Ba1 from
Ba2.  The company's existing debt was also upgraded at that time
and ratings were assigned to the company's new credit facility.
Finally, the Speculative Grade Liquidity Rating was upgraded to
SGL-1 from SGL-2.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry 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.

Emergency Medical Services Corporation is a leading provider of
emergency medical services in the U.S. EMSC operates through two
business segments: EmCare is the company's emergency department
and hospital physician outsourcing segment and AMR is a leading
provider of medical transport in the U.S.  For the year ended
December 31, 2010, the company reported revenues of approximately
$2.9 billion.


AMSCAN HOLDINGS: Delays Filing of 2010 Annual Report
----------------------------------------------------
Amscan Holdings, Inc., notified the U.S. Securities and Exchange
Commission that it was unable, without unreasonable effort or
expense, to file its Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2010, by March 31, 2011.  This delay,
according to the Company, is attributable to the delay on the
resolution of certain tax accounts arising from purchase
accounting.  The Company expects to file its 2010 Form 10-K within
the 15 calendar day extension period afforded by SEC Rule 12b-25
under the Securities and Exchange act of 1934, as amended.

                      About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at Sept. 30, 2010, showed
$1.71 billion in total assets, $1.17 billion in total liabilities,
and stockholders' equity of $524.32 million.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ARAMARK HOLDINGS: Moody's Puts 'B3' Rating on $600MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 to the $600 million of
proposed senior notes of ARAMARK Holdings Corporation and a Ba3 to
the proposed amended revolving credit facility of ARAMARK
Corporation (ARAMARK).  ARAMARK Holdings is the holding company
parent of ARAMARK.  ARAMARK's B1 Corporate Family Rating, B1
Probability of Default Rating and SGL-2 Speculative Grade
Liquidity rating were affirmed and transferred to ARAMARK
Holdings, the borrower under the proposed senior notes. The rating
outlook is stable.

The company plans to use the proceeds from the $600 million note
offering and approximately $133 million of borrowings under an
amended revolver to fund a $712 million dividend to shareholders
and pay related fees and expenses.

Moody's assigned these ratings (LGD assessments):

   ARAMARK Holdings:

   * $600 million senior unsecured notes due 2016, B3 (LGD 6,
     95%);

   * Corporate Family Rating, B1;

   * Probability of Default Rating, B1;

   * Speculative grade liquidity rating, SGL-2;

   ARAMARK Corporation:

   * $500 million senior secured amended revolver, Ba3 (LGD 3,
     30%).

Moody's affirmed these ratings (LGD assessments):

   ARAMARK Corporation:

   * $165 million (down from $600 million) senior secured revolver
     due 2013, Ba3 (to LGD 3, 30% from LGD 3, 34%);

   * $200 million senior secured letter of credit facility due
     2014/2016, Ba3 (to LGD 3, 30% from LGD 3, 34%);

   * $1.9 billion senior secured term loan due 2014, Ba3 (to LGD
     3, 30% from LGD 3, 34%);

   * $1.4 billion senior secured term loan due 2016, Ba3 (to LGD
     3, 30% from LGD 3, 34%)

   * $1.3 billion senior unsecured 8.5% notes due 2015, B3 (to LGD
     5, 78% from LGD 5, 84%);

   * $500 million senior unsecured floating rate notes due 2015,
     B3 (to LGD 5, 78% from LGD 5, 84%);

   * $250 million senior unsecured 5% notes due 2012, B3 (to LGD
     6, 92% from LGD 6, 96%).

Moody's withdrew these ratings:

   ARAMARK Corporation:

   * Corporate Family Rating, B1;

   * Probability of Default Rating, B1;

   * Speculative grade liquidity rating, SGL-2.

The Corporate Family Rating, Probability of Default Rating and
Speculative Grade Liquidity ratings were withdrawn at the ARAMARK
Corporation level and assigned at the ARAMARK Holdings Corporation
level.

Ratings Rationale

"The proposed financing and dividend will increase pro forma debt
to EBITDA to 6.5 times at Dec. 31, 2010, a leverage level that is
high for a B1 rated service company.  The affirmation of the B1
CFR reflects Moody's expectation that ARAMARK will reduce debt to
EBITDA to the mid 5 times over the next 12 to 18 months", stated
Lenny Ajzenman, Senior Vice President.

The CFR remains constrained by high financial leverage, modest
free cash flow to debt and sensitivity of the company's uniform,
business and industry, and sports and entertainment service lines
to changes in employment levels and discretionary consumer
spending.  The ratings are supported by the company's leading
market positions, significant geographic, customer and end market
diversity, and solid financial performance of the company's less
cyclical business lines during the economic downturn.

The stable outlook reflects Moody's expectation of low single
digit organic revenue growth and a moderate improvement in EBITDA
over the next year driven by slowly improving conditions across
most service lines and a continued focus on efficiency gains.

The ratings could be downgraded if the company fails to
materially improve credit metrics over the next 12 to 18 months.
Specifically, a downgrade is possible if debt to EBITDA is not
reduced to less than 6 times by the end of fiscal 2012 (year
ending Sept. 30) or free cash flow to debt is expected to be
sustained below 2%.

Given the company's high leverage pro forma for the financing and
dividend, upward rating momentum in unlikely in the near term
absent a de-levering event such as an IPO.  Over the intermediate
term, the ratings could be upgraded if the company achieves
sustained revenue and profitability growth and demonstrates
conservative financial policies such that Moody's expects debt to
EBITDA to be sustained at or below 4.5 times.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry 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.

ARAMARK, headquartered in Philadelphia, Pennsylvania, is a leading
provider of a broad range of managed services to business,
educational, healthcare and governmental institutions and sports,
entertainment and recreational facilities.  The company's uniform
and career apparel business is the second largest in the United
States and provides both rental and direct marketing services.
ARAMARK Holdings Corporation is the holding company parent of
ARAMARK.  The company is principally owned by a consortium of
private equity sponsors (GS Capital Partners, CCMP Capital
Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg
Pincus LL) and the company's management team.  Reported revenues
for the 12 month period ended Dec. 31, 2011 were approximately
$12.7 billion.


ARAPAHOE LAND: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arapahoe Land Investments, LP
        5116 Pine River Trail
        Castle Rock, CO 80108

Bankruptcy Case No.: 11-80194

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $13,475,002

Scheduled Debts: $8,513,138

The petition was signed by Darrell G. Schmidt of DH Land
Investments LLC, general partner.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Crinion Davis Richardson LLP       Goods and Services       $5,156
formerly Asby Crinion LLP
17040 El Camino Real, Suite 200

Dannenbaum Engineering Corp.       Goods and Services       $5,046
3100 West Alabama
Houson, TX 77098

Storm Water Solutions              Goods and Services       $3,738
12200-A Duncan Road
Houston, TX 77066

Shelmark Engineering LLC           Goods and Services       $1,037
8419 E.F. Lowry Expressway, Suite 120
Texas City, TX 77591


ARTECITY MANAGEMENT: To Present Plan for Confirmation on June 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved the adequacy of the disclosure statement explaining the
proposed Second Amended Chapter 11 Plan of Liquidation of Artecity
Management LLC and its debtor-affiliates.

A hearing is set for June 22, 2011, at 3:00 p.m., at 51 SW First
Ave Room 1410, Miami, to consider confirmation of the Debtors'
plan.

The principal means of funding the Plan are proceeds of the sale
of condominium units comprising the Artecity Project that will be
collected and distributed to holders of allowed claims on a
quarterly basis, with the exception of the Corus Construction
Venture LLC (CCV) secured claim, which will be paid upon the
closing of unit sales.

In addition, the Debtors will also receive exit funding under the
Plan to pay the CCV DIP loan, administrative claims and priority
claims due on the effective date of the plan, which is estimated
to be July 1, 2011, and to fund the completion of construction of
two of the five buildings comprising the Artecity Project.

The Artecity Project includes 202 condominium units in five multi-
level buildings.

Under the terms of the Plan:

    a) Unpaid allowed administrative expense claims, about
       $305,000, will be paid in full on the effective date of the
       Plan;

    b) Any balance remaining under the second tranche of the CCV
       DIP loan plus interest, about $2 million as of July 1,
       2011, will be paid on the effective date;

    c) Holders of election B priority deposit claims in Class 1
       will be paid the allowed amount of their claims of the
       effective date or, if any claims are not allowed on the
       effective date, the Debtors will reserve funds sufficient
       to pay class 1 claims if and when they are deemed allowed;

    d) The secured claims of the Miami-Dade County Tax Collector
       in Class 2 will be paid from sale proceeds upon the earlier
       of the closing of the sales of condominium units or before
       two years after the delinquency date of ad valorem real
       estate taxes for unsold units;

    e) The CCV secured claim in class 3 will be paid an amount
       equal to the CCV secured claim payment upon the closings of
       units sales;

    f) Holders of Class 4a election A secured deposit claims will
       be paid from prepetition purchase deposits currently held
       in escrow and receive an amount equal to 10% of the
       purchase price under their pre-construction agreement, less
       $1,000, on the effective date, with the Debtors to retain
       $1,000 plus accrued interest on each deposit;

    g) Holders of Class 4B election B secured deposit claims will
       not receive a distribution of the effective date, but will
       retain their rights to assert their election B secured
       deposit claims after the effective date;

    h) Allowed unsecured claims in Class 4 will receive an
       estimated 33.8% of their allowed claims if the CCV does not
       elect to have its claims treated under Section 111(b) of
       the Bankruptcy Code, which will be paid under quarterly pro
       rata distributions equal to the amount of the unsecured
       claims payment upon repayment of the exit loan; and

    i) Equity interest will continue to exist, but holders of
       equity interest will not have any rights to authorize or
       direct the Debtors in any manner and all property, voting,
       and any associated decision-making rights will be
       extinguished upon the effective date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?758f

A full-text copy of the Plan of Liquidation is available for free
at http://ResearchArchives.com/t/s?7590

                      About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-31410) on
July 26, 2010.  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider & Grossman LLP, in Miami, Fla., represents the Debtors
as counsel.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.

Affiliates Artecity Management IXC (Case No. 10-41406), Artecity
Holding Ltd. (Case No. 10-31407), Artepark South Development LLC
(Case No. 10-31412, BKC-AJC), Artecity Plaza LLC (Case No.
10-31411), Artecity Governor LLC (Case No. 10-31409), and Park
Villas Development LLC (Case No. 10-31413) filed separate
Chapter 11 petitions.  The cases are jointly administered under
Artecity Management, LLC.

The Debtors are engaged in the development of a real estate
condominium project in Miami Beach, Florida, known as the
Aretecity.  The Project includes 202 condominium units in five
multi-level buildings, together with retail spaces, two pools, a
fitness and spa facility, and a parking garage.

Artecity Management manages the Debtors' operations and is the
general partner of Artecity Holding, Ltd.  Artecity Holding owns
100% of the membership interests in Artecity Park LLC, Artecity
Plaza LLC, Artecity Governor LLC, Artepark South Development LLC,
and Park Villas Development LLC.


ASARCO LLC: Clerk Reports on Claims Transfers for February
----------------------------------------------------------
The Bankruptcy Clerk recorded several claims that changed hands
in February 2011.  They are:

Transferor           Transferee          Claim No.   Claim Amt.
----------           ----------          ---------   ----------
Adherolt Specialty   JMB Capital            325     $15,820,035
Company, Inc.        Partners, LP

Adherolt Specialty   JMB Capital            427     $15,820,035
Company, Inc.        Partners, LP

Adherolt Specialty   JMB Capital            506     $15,820,035
Company, Inc.        Partners, LP

Adherolt Specialty   JMB Capital            656     $15,820,035
Company, Inc.        Partners, LP

Adherolt Specialty   JMB Capital            593     $15,820,035
Company, Inc.        Partners, LP

Colasanti Specialty  JMB Capital            274              --
Services Inc.        Partners, LP

The Clerk previously recorded the transfer of a claim for $35,000
from BNSF Railway Company to The Seaport Group LLC on May 27,
2010.

                         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)


BALM IN GILEAD: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Balm In Gilead For All People, Inc.
        1210 S. 61st Street
        Milwaukee, WI 53214

Bankruptcy Case No.: 11-24699

Chapter 11 Petition Date: April 4, 2011

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

Judge: Pamela Pepper

Debtor's Counsel: Rollie R. Hanson, Esq.
                  LAW OFFICE OF ROLLIE R. HANSON, S.C.
                  6737 W. Washington Street, Suite 1420
                  West Allis, WI 53214-5649
                  Tel: (414) 321-9733
                  Fax: (414) 321-9601
                  E-mail: rollie@hansonlaw.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wieb11-24699.pdf

The petition was signed by Walter L. Bates, president.


BATAA/KIERLAND: Court Approves Polsinelli as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Bataa/Kierland, LLC, to employ Polsinelli Shughart PC.

PS has agreed to, among other things:

  a. prepare pleadings and applications;

  b. conduct examinations incidental to the administration of the
     Debtor's bankruptcy;

  c. advise the Debtor of its rights, duties, and obligations
     under Chapter 11 of the U.S. Bankruptcy Code; and

  d. formulate and prepare a plan of reorganization and disclosure
     statement.

PS will be paid based on the hourly rates of its professionals:

     Partners                     $275-$600
     Associates                   $220-$250
     Paralegals                     $150

Mark W. Roth, Esq., a shareholder at PS, assured the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.


BEDFORD SURREY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Bedford Surrey Oaks, LLC
        3001 Crystal Springs
        Bedford, TX 76021

Bankruptcy Case No.: 11-42046

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Chad Aubrey Norcross, Esq.
                  CHAD A. NORCROSS, PLLC
                  5430 Glen Lakes, Suite 260
                  Dallas, TX 75231
                  Tel: (214) 368-9300
                  Fax: (214) 368-9306
                  E-mail: chad.norcross@norcrosslaw.com

Scheduled Assets: $7,048,000

Scheduled Debts: $4,507,500

The list of 20 largest unsecured creditors contains only one
entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Contemporary Contractors  Repairs to units       $12,500
P.O. Box 177453
Irving, TX 75017

The petition was signed by Viz Ajro, managing partner.


BERNARD L. MADOFF: SIPC Joins Trustee's $6.4-Bil. JPM Battle
------------------------------------------------------------
Bankruptcy Law360 reports that Judge Colleen McMahon of the U.S.
District Court for the Southern District of New York ruled Monday
that the Securities Investor Protection Corp. can challenge
JPMorgan Chase & Co.'s bid to move to district court a $6.4
billion lawsuit from the trustee liquidating Bernard L. Madoff's
investment company.

                      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.


BJH JOHNSON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: BJH Johnson Properties, Ltd.
        921 Amber Lane
        Oak Point, TX 75062

Bankruptcy Case No.: 11-32346

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.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 George L. Johnson, III, partner.


BLUEGREEN CORP: Incurs $21.7-Mil. Net Loss in Fourth Quarter
------------------------------------------------------------
Bluegreen Corporation reported a net loss of $21.71 million on
$76.31 million of total operating revenue for the three months
ended Dec. 31, 2010, compared with a net loss of $15.78 million on
$90.03 million of total operating revenue for the same period
during the prior year.

John M. Maloney Jr., President and Chief Executive Officer of
Bluegreen, commented, "We were pleased with Bluegreen's progress
in 2010.  During 2010, we continued to focus on the development of
our fee-based services business.  This is reflected by, among
other things, a 19% increase in VOI system-wide sales driven by
incremental sales on behalf of our fee-based clients and a 56%
increase in total fee-based services revenues.  We began earning
commissions in our sales and marketing fee-based services in July
2009 and as of Dec. 31, 2010, we had entered into six contracts to
provide fee-based services, up from four as of Dec. 31, 2009.  We
believe our fee-based service business will require significantly
less capital for growth as compared to our historical traditional
timeshare business."

The Company's balance sheet at Dec. 31, 2010 showed $1.25 billion
in total assets, $936.79 million in total liabilities and
$319.14 million in total shareholders' equity.

A full-text copy of the press release announcing the fourth
quarter and full year 2010 financial results is available for free
at http://is.gd/KXMWmz

                      About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on $365.67
million of revenue for the year ended Dec. 31, 2010, compared with
net income of $3.90 million on $367.36 million of revenue during
the prior year.


BLYTH INC: Moody's 'B2' Corporate Unaffected by Midwest CBK Sale
----------------------------------------------------------------
Moody's said that Blyth, Inc.'s proposed sale of Midwest CBK, its
North American premium wholesale seasonal and home decor business
for an undisclosed amount will not likely affect the company's B2
Corporate Family Rating or stable outlook.

Blyth announced that MVP Group International, based in Charleston,
South Carolina, would buy Midwest CBK, maker of Colonial Candles.
MVP Group manufactures and markets various private label and
branded candles and home fragrance products under brand names such
as Harry & David and Paula Deen candles, and Green Matters
cleaning products.

Midwest-CBK represents the majority of Blyth's $160 million in
sales (last 12 month period ending October 31, 2010) wholesale
business excluding its Sterno foodservice brand, which it will
retain.  "The benefits of the transaction for Blyth is the
elimination of an unprofitable, highly working capital intensive,
seasonal business and will allow the company to focus on its other
consumer brands in the direct selling and catalog segment," says
Moody's Vice President and Senior Credit Officer Janice Hofferber.
"The divestment completes the company's multi-year strategy to
focus on its direct selling business, which generated a reported
$600 million in operating income with a 9.5% operating margin in
the last 12 months compared with a $3 million operating loss and
margin of -1.9% for its wholesale segment," adds Ms. Hofferber.

Furthermore, Moody's believe that the sale will improve Blyth's
liquidity position because seasonal working capital needs will be
greatly reduced.  This is critical given Blyth no longer has a
committed revolving credit facility and needs to rely on its
significant cash balances to fund operations.

We expect that Blyth's cash balances for the period ending January
2011 should improve significantly when it reports its year-end
result later this week.  This is consistent with its historical
periodic cash buildup following strong holiday season sales.

Blyth's B2 Corporate Family Rating is dependent on the company
maintaining its relatively strong credit metrics, excellent
liquidity and modest debt balance of approximately $111.3 million,
offset by organic sales declines in its core direct selling candle
business, modest size, exposure to volatile input costs and the
highly discretionary nature of its product portfolio.  Moody's
will continue to monitor free cash flow and financial policies
including the company maintaining its conservative dividend policy
given the large concentration of ownership by the Goergen family.

Moody's last rating action on Blyth was on September 15, 2010,
when the company's ratings were downgraded, including its
Corporate Family Rating to B2 from B1 with a stable outlook.

The principal methodologies used in rating Blyth, Inc., 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 Greenwich, Connecticut, Blyth, Inc., designs,
manufactures and markets a line of candles and home fragrance
products, tabletop heating products, candle accessories and home
decor and giftware products under brand names such as PartyLite,
Miles Kimball, Colonial Candle, Walter Drake and Sterno.  Products
are sold through home parties, catalogs, internet and retailers in
North America, Europe and Australia.  The company's three
segments, direct selling, catalog & internet, and wholesale
account for approximately 66%, 18%, and 16% of annualized
revenues, respectively.  Total sales for the last 12 month period
ending October 31, 2010, were approximately $920 million.


BLOCKBUSTER INC: Selects DISH Network as Winning Bidder
-------------------------------------------------------
Blockbuster Inc. announced Wednesday that the Company has selected
an offer of $320.6 million for substantially all of Blockbuster's
assets presented by DISH Network Corporation as the successful bid
following a robust auction conducted under the supervision of the
U.S. Bankruptcy Court for the Southern District of New York.

Under the terms of the DISH purchase agreement, the Blockbuster
estate is to receive approximately $227 million in cash
distributions.  The auction process was designed to achieve the
highest and best offer for the Company's assets and was conducted
in accordance with Section 363 of the U.S. Bankruptcy Code.
Pursuant to the Bid Procedures Order previously entered by the
Bankruptcy Court, Cobalt Video Holdco LLC has been selected as the
Back Up Bidder in the event the DISH transaction is not
consummated.  Cobalt's bid was for a purchase price of $308.1
million with a cash payment to the Blockbuster estate of
approximately $210 million.

Blockbuster believes the sale represents the best means of
maximizing value for the Company's stakeholders.  A hearing before
the Bankruptcy Court to approve the sale is scheduled to occur on
Thursday, April 7, 2011.

Jim Keyes, Chairman and Chief Executive Officer, commented, "We
are delighted that a strategic bidder, DISH Network, recognized
the value not only of Blockbuster's assets, but also of our
people, our store base and multi-channel offering.  A robust
auction process with multiple parties participating helped to
ensure that our stakeholders will receive the highest possible
value.  We look forward to a successful conclusion of the sale in
the near future and express our appreciation to customers,
employees, and suppliers for their support throughout this
process."

                     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.


BOB REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BOB Real Estate Holdings, LP
        1203 Dragon St.
        Dallas, TX 75207

Bankruptcy Case No.: 11-32246

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark I. Agee, Esq.
                  5401 N. Central Expressway, Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: dallasbankruptcylawyer@gmail.com

Scheduled Assets: $1,360,590

Scheduled Debts: $2,714,091

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-32246.pdf

The petition was signed by Turner Duncan, manager of general
partner.


BORDERS GROUP: Files Rule 2015.3 Report
---------------------------------------
Borders Group Inc. and its units filed with the Bankruptcy Court
on March 30, 2011, a report on the value, operations and
profitability of entities in which they hold a substantial or
controlling interest, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

The Debtors hold a substantial or controlling interest in these
entities:
                                       % of Ownership Interest
  Entity                                   Held by Debtors
  ------                               -----------------------
  Borders/JGE Joint Venture, LLC         74%
  Borders Fulfillment, Inc.             100%
  Borders Bookstore (M) SDN.BHD         100%, Indirect Ownership
  BGI Franchise PTY Limited             100%, Indirect Ownership
  BGI(UK), Limited                      100%
  Borders Superstores (UK), Limited     100%
  Bookshop Acquisitions, Limited         20%, Indirect Ownership

The estimated net book value of the Debtors' ownership interest
in each of the Entity as of January 29, 2011, is $0.

The Debtors also appended in the reported balance sheets,
statements of income as of and for the year ended Jan. 29, 2011,
and general notes supplementing all of the financial statements.

                       Balance Sheet for
           Direct Subsidiaries of Borders Group, Inc.
                     As of January 29, 2011

                                      Total    Total Liabilities
Entity                                Assets      and Equity
------                               --------  -----------------
Borders/JGE Joint  Venture, LLC      $126,463           $126,463
Borders Fulfillment, Inc.                  -                  -
Borders Bookstore (M) SDN.BHD              -                  -
BGI Franchise PTY Limited                  -                  -
BGI(UK), Limited                           -                  -
Borders Superstores (UK), Limited          -                  -
Bookshop Acquisitions, Limited             -                  -

                    Statement of Income for
            Direct Subsidiaries of Borders Group, Inc.

Entity                                        Net Income
------                                        ----------
Borders/JGE Joint Venture, LLC                 ($479,864)
Borders Fulfillment, Inc.                     16,228,517
Borders Bookstore (M) SDN.BHD                    (13,870)
BGI Franchise PTY Limited                        (52,096)
BGI(UK), Limited                             145,716,832
Borders Superstores (UK), Limited             (3,935,957)
Bookshop Acquisitions, Limited                         -

Borders Bookstores (M) SDN.BHD is a former retailer based in
Malaysia that is implementing a voluntary dissolution.  BGI
Franchise PTY Limited ceased operations as of January 2011.
Borders Fulfillment, Inc. is an inactive company.  BGI(UK),
Limited and Borders Superstores (UK) Limited are also inactive
companies that formerly owned UK-based retailers.  Bookshop
Acquisitions, Limited, a former UK retailer, was placed in
administration on November 26, 2009.

A full-text copy of the Rule 2015.3 report is available for free
at http://bankrupt.com/misc/Borders_Mar30Rule2015.3Report.pdf

                        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: Random House & Penguin Have $116-Mil. in Claims
--------------------------------------------------------------
Simon & Schuster, Inc., Random House, Inc. and Penguin Group Inc.
filed with the Bankruptcy Court last month notices of substantial
ownership of Borders Group, Inc. claims.

Random House asserts that it beneficially owns a $37,288,534
claim against the Debtors for invoices from July 22, 2010,
through January 7, 2011.

Penguin reveals that it owns a claim worth $44,904,776 against
the Debtors for invoices dated between January 29, 2009, and
February 24, 2011.

Specifically, Simon & Schuster disclosed that it beneficially
owns a $36,223,773 claim against the Debtors for invoices between
August 19, 2010 and January 4, 2011.

LeBow Gamma Limited Partnership also filed a notice of substantial
ownership of Borders stock.  LeBow said it owns shares of Borders
common stock and options to acquire shares of Borders common
stock, but redacted the amount of shares owned.

                        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)


BOUNDARY BAY: Chapter 11 Case Transferred to Judge Robert N. Kwan
-----------------------------------------------------------------
Judge Mark S. Wallace has been removed from Boundary Bay Capital,
LLC's Chapter 11 bankruptcy case.  Judge Robert N. Kwan will take
Judge Wallace's place.

                        About Boundary Bay

Irvine, California-based Boundary Bay Capital, LLC, a California
LLC, fka Covenant Bancorp, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28,
2011.  Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition on June 9, 2010 (Bankr. C.D. Calif. Case No. 10-17823).


BOUNDARY BAY: Section 341(a) Meeting Scheduled for April 28
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Boundary
Bay Capital, LLC's creditors on April 28, 2011, at 1:00 p.m.  The
meeting will be held at Room 1-157, 411 W Fourth Street, Santa
Ana, California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About Boundary Bay

Irvine, California-based Boundary Bay Capital, LLC, a California
LLC, fka Covenant Bancorp, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28,
2011.  Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $50 million to $100 million.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition on June 9, 2010 (Bankr. C.D. Calif. Case No. 10-17823).


BUILDERS FIRSTSOURCE: Moody's Assigns 'Caa2' Corporate
------------------------------------------------------
Moody's Investors Service assigned Caa2 Corporate Family Rating
and Caa2 Probability of Default Rating to Builders FirstSource,
Inc.  In a related rating action Moody's assigned a Caa2 rating to
the proposed $250 million senior secured notes due 2019.  Proceeds
from the notes issuance will be used to refinance approximately
$165 million of existing debt, to pay about $14.5 million of debt
repayment premium and related fees and expenses with the balance
used for general corporate purposes.  A speculative grade
liquidity rating of SGL-4 is assigned as well.  The rating outlook
is stable.

These ratings/assessments were affected by this action:

   * Corporate Family Rating assigned Caa2;

   * Probability of Default assigned Caa2; and,

   * Senior secured notes due 2019 assigned Caa2 (LGD4, 59%).

The company is assigned a speculative grade liquidity of SGL-4.

Ratings Rationale

The Caa2 Corporate Family Rating results from very weak operating
performance due to ongoing pressures in the residential new
construction end market, the primary driver of BLDR's revenues.
Although some areas within BLDR's primary geographic markets of
North Carolina and South Carolina may have some pockets of
strength, overall, Moody's does not expect substantial improvement
in new housing starts in 2011 relative to 2010.  The company's
products are highly price sensitive to competition and ongoing
market conditions, making it difficult for it to pass on
substantial price increases.  It is also exposed to fluctuating
costs associated with lumber, its major raw material, adding to
earnings volatility. For 2010, adjusted operating margins are
inadequate at negative 7.6% and free cash flow-to-debt is
insufficient at negative 15.3% (adjusted per Moody's methodology).
The company's inability to generate positive earnings will result
in very weak credit metrics for the foreseeable future and will
require cash to fund operating shortfalls.

Moody's believes that BLDR's ongoing restructuring initiatives
continue to be insufficient, leaving its cost position untenably
high at current volumes.  Notwithstanding efforts to rationalize
its facilities and reduce staff, BLDR's credit metrics remain
untenably weak.  For example, Moody's projects, in a best case
scenario, that it will be a few years before the company is able
to generate sufficient free cash flow to cover (EBITDA -
CAPEX)/interest expense at least 1.0 times (adjusted per Moody's
methodology).

BLDR's SGL-4 speculative grade liquidity rating reflects Moody's
view that the company will need to use its cash on hand to make up
for anticipated operating shortfalls and its working capital and
capital expenditure needs.  Assuming placement of the proposed
notes and extension of the company's revolving credit facility at
anticipated levels, cash on hand would be at least $195 million on
a pro forma basis.  Combined with pro forma revolver availability
of about $40 million at FYE10, BLDR will have some financial
flexibility over the intermediate term.

The stable outlook is predicated on the successful syndication of
the proposed notes, leaving BLDR with no near-term maturities and
adequate liquidity of at least $235 million on a pro forma basis
at FYE10 to fund future cash shortfalls for the next few years.

Moody's does not anticipate favorable rating pressures over the
intermediate term until the company's end markets improve.  BLDR
needs to demonstrate its ability to generate positive levels of
earnings and free cash flow, resulting in improved credit metrics
and a better liquidity profile.  Over the longer term, (EBITDA -
CAPEX)/interest expense improving towards 0.75 times could result
in positive rating actions.

Moody's believes that BLDR's must preserve a certain level of
liquidity to maintain itself as a viable operating entity,
limiting its cash burn.  While some cash on hand is expected to
fund operating shortfalls, combined cash on hand and revolver
availability nearing $100 million would indicate that operating
losses are higher than anticipated and would likely result in
negative rating actions.

The Caa2 rating assigned to the proposed $250 million senior
secured notes due 2019, the same rating as the corporate family
rating, reflects their position as the preponderance of debt in
BLDR's capital structure.  These notes will have a first lien on
the company's non-current assets and a second lien on its current
assets.

The last rating action was on September 3, 2009, at which time
Moody's downgraded BLDR's Probability of Default Rating to Caa3
from Caa1.

The principal methodologies used in this rating were Global
Manufacturing Industry published in December 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Builders FirstSource, Inc., headquartered in Dallas, Texas,
supplies and manufactures structural and related building products
to homebuilders for the residential new construction and repair
and remodeling sectors in the United States.  Its products include
prefabricated components, windows and exterior doors, lumber and
lumber sheet goods, millwork products, and other building products
and services.  JLL Partners and Warburg Pincus (collectively
"Sponsors"), through their respective affiliates own approximately
50% of BLDR.  Revenues for 2010 totaled approximately
$700 million.


BYSYNERGY LLC: Committee Asks Court to Convert Case to Chapter 7
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bysynergy LLC
asks the U.S. Bankruptcy Court for the District of Arizona to
convert the Chapter 11 case to a Chapter 7 liquidation proceeding
to protect the rights of all creditors in any remaining assets of
the Debtor.

A hearing is set for April 8, 2011, at 9:00 a.m., at U.S.
Magistrate Courtroom, 123 N. San Francisco St., Flagstaff,
Arizona, to consider the Committee's request.

The Committee relates that under the terms of the Dec. 17, 2010
stipulated order previously entered by the Court, Verdant
Technology Solutions LLC was to deposit $3.1 million by end of
business on Jan. 14, 2011, to fund a post-dismissal claims process
to be supervised by the Creditors Committee.  Three days before
that deadline, certain sub-group of unsecured creditors filed a
letter listing 23 names of people who now purported to object to
the stipulated order despite that the order was already fully
noticed to them, approved and non-appealable.

According to the Committee, the letter had the desired effect:
"Nervous about allegations that VTS had somehow done something
wrong in reaching terms of the final Stipulated Order, VTS did not
fund.  VTS has told counsel for the UCC that they are still
considering possibilities of funding a plan of reorganization or
perhaps another stipulated order if the objections were resolved.
However, at this time, VTS remains undecided, and the Debtor
remains in the same limbo it has been in for over two years, with
no ongoing operation and no tangible, viable exit strategy."

"Therefore, the only logical step to close this case is either
dismissal or conversion," notes the Committee.

                       About Bysynergy, LLC

Based in Sedona, Arizona, Bysynergy, LLC is a single purpose,
single asset Delaware limited liability company, which primarily
owns 103 single family dtached Finally Platted Lots in Yavapai
County, known as Bella Terra on Oak Creek.  Bysynergy filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 08-07680) on
June 25, 2008.  Jonathan P. Ibsen, at Jaburg & Wilk, PC,
represents the Debtor as its counsel.  Steven J. Brown, Esq., at
Steve Brown & Associates, LLC, represents the Official Committee
of Unsecured Creditors as counsel.  When Bysynergy, LLC filed for
protection from its creditors, it estimated assets of between
$10 million and $50 million, and debts of between $10 million and
$50 million.


CAPMARK FINANCIAL: To Auction Management Stake in $1-Bil. Fund
--------------------------------------------------------------
Bankruptcy Law360 reports that Capmark Financial Group Inc. won
bankruptcy court approval Monday to auction its management stake
in a $1 billion real estate debt investment fund, with a Pacific
Coast Capital Partners LLC unit providing a $7.5 million stalking
horse bid.

Capmark will hold an auction for its equity in the fund, Capmark
Structured Real Estate Partners LP, on April 29, attorneys for the
commercial mortgage lender said at a hearing, Law360 reports.

                       About Capmark Financial

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

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

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

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

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

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


CAPTAIN VAN DYKE: Plan Confirmation Hearing Continued to May 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida set
the hearing to consider confirmation of the Plan of Reorganization
filed by Captain Van Dyke Trust to May 19, 2011, at 1:30 p.m.

The hearing was originally set for March 17, 2011, but was pushed
back to May.

A full-text copy of the Plan dated Sept. 13, 2010, may be accessed
for free at http://bankrupt.com/misc/CaptVanDyke_PLan.pdf

A full-text copy of the Disclosure Statement explaining the Plan,
which gained the Court's conditional approval on Sept. 20, 2010,
may be accessed for free at:

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

                             Plan Terms

The Debtors' Plan, as amended on Sept. 27, 2010, provides for
distributions to creditors with allowed claims over time.  Holders
of equity interests will receive no distributions until allowed
claims have been paid pursuant to the terms of the Plan.  It is
anticipated that distributions will be funded principally with
Cash in the Debtors' bank accounts and funds generated by future
business operations.

Claims under the Plan are classified into six classes:

   Class   Description
   -----   -----------
     1     Priority Claims
     2     Secured Claim of iStar FM Loans, LLC
     3     Mechanics Lien Claims
     4     Pappas Retail Leasing & Management
     5     General Unsecured Claims
     6     Equity Interests

The Plan provides for a 100% distribution to its secured creditor
with interest of over five years, a 90% distribution to Mechanics
Lien Claims within one year, and a 90% distribution to its
unsecured creditors over five years.

Moreover, the Plan provides that the Debtors will continue to
exist after the effective date of the Plan as separate entities.
From and after the Effective Date, Clark D. East will continue to
serve as the Trustee of Captain Van Dyke, and the Member of
Treasure Chest, LLC.

With the exception of iStar, all voting creditors have voted in
favor of the Plan.  A full-text copy of the Debtors' Ballot
Tabulation may be accessed for free at:

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

A copy of revised projections attesting to the feasibility of the
Plan may be accessed for free at:

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

The Debtors' confirmation affidavit and memorandum in support of
Plan confirmation dated January 7, 2011, may be accessed for free
at http://bankrupt.com/misc/CaptVanDyke_ConfAffidavit.pdf

                      About Captain Van Dyke

Saint Petersburg, Florida-based Captain Van Dyke Trust, dba Van
Dyke Commons, aka Van Dyke Shopping Center, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-14973) on
June 23, 2010.  Russell M. Blain, Esq., at Stichter, Riedel, Blain
& Prosser, assists the Company in its restructuring effort.
Verona Law Group, P.A., serves as the Company's Special Landlord/
Tenant Counsel.  Michael Healy and Michael Moecker & Associates
serve as the Company's Expert Witness.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000 as of the Chapter
11 filing.


CAPTAIN VAN DYKE: Obtains Interim Approval to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
issued an order on March 24, 2011, allowing Captain Van Dyke
Trust's use of cash collateral pending a final hearing on the
request to be conducted by the Court on May 19, 2011, at 1:30 p.m.

A status conference on all other pending matters has also been
scheduled for May 19.

Judge K. Rodney May held that the Debtors' continued use of Cash
Collateral is granted on an interim basis to the extent and on the
terms and conditions set forth in the Court's prior orders.

                      About Captain Van Dyke

Saint Petersburg, Florida-based Captain Van Dyke Trust, dba Van
Dyke Commons, aka Van Dyke Shopping Center, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-14973) on June
23, 2010.  Russell M. Blain, Esq., at Stichter, Riedel, Blain &
Prosser, assists the Company in its restructuring effort.  Verona
Law Group, P.A. serves as the Company's Special Landlord/ Tenant
Counsel.  Michael Healy and Michael Moecker & Associates serve as
the Company's Expert Witness.  The Company estimated its assets
and debts at $10,000,001 to $50,000,000 as of the Chapter 11
filing.


CAR WASH: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: Car Wash Resources, L.P.
                17194 Preston Rd. #102-326
                Dallas, TX 75248

Bankruptcy Case No.: 11-41101

Involuntary Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Petitioner'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

Creditor who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Glast, Phillips & Murray P.C.    Legal Fees owed    $56,532
c/o James S. Robertson, III,
authorized representative of
the petitioner.
14801 Quorum Dr. Suite 500
Dallas, TX 75254


CARGO TRANSPORTATION: Taps Ruden McClosky as Special Counsel
------------------------------------------------------------
Cargo Transportation Services Inc. asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ Ruden
McClosky P.A. as its special counsel to provide legal services and
advice in connection with legal matters arising in connection with
employment law matters, corporate law matters relating to
transaction that form the basis of any plan of reorganization.

The firm will bill the Debtor pursuant to the hourly rates of its
professionals:

    Partners         $380-$450
    Associates       $250-$315
    Paralegals       $115-$150

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

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Official Committee
of Unsecured Creditors has tapped Hunton & Williams LLP as its
counsel.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities in its schedules.


CELCIUS HOLDINGS: Sherb & Co. Raises Going Concern Doubt
--------------------------------------------------------
Celcius Holdings, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about Celcius Holdings' ability to continue as a going concern.
The independent auditors noted that the Company has suffered
losses from operations, and has an accumulated deficit and net
cash used in operations of $14,222,786 for the year ended Dec. 31,
2010.

The Company reported a net loss of $19.5 million on $8.3 million
of revenue for 2010, compared with a net loss of $7.8 million on
$5.9 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.3 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $2.5 million.

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

                       http://is.gd/IxMtfG

Boca Raton, Fla.-based Celcius Holdings, Inc., is engaged in the
development, marketing, sale and distribution of "functional"
calorie-burning fitness beverages under the Celsius(R) brand name.


CHOA VISION: Disclosure Statement Hearing on May 17
---------------------------------------------------
CHOA Vision LLC delivered to the U.S. Bankruptcy for the Central
District of California a proposed Chapter 11 plan of
reorganization and an explanatory disclosure statement.

A hearing is set for on May 17, 2011, at 2:00 p.m., to consider
the adequacy of the disclosure statement.  The Debtor can begin
soliciting votes on the Plan, and scheduled a confirmation hearing
after obtaining approval of the disclosure statement.

According to the Debtor, under the Plan, the timing of
distributions to many creditors is determined by the "effective
date," which is expected to be July 1, 2011.  The Plan is funded
through the use of cash collateral, if any, and balance of fund
from the Debtor's reserve account.  On the Effective Date, the
Plan pays an amount estimated to be $110,922.00, which includes
payment of all administrative expenses and initial plan payments
to unclassified claims and Classes 1, 2 and 4.  Holders of secured
claims (Classes 1 and 2) will receive quarterly payments beginning
July 1, 2011 and ending April 1, 2016, with interest on principal
and interest.  Unsecured creditors (Class 4) owed a total of
$1,260,265 will have the option of (i) receiving quarterly
payments of $3,000 beginning July 1, 2011 and ending in April 1,
2016, with 0% interest rate, and (ii) receiving a lump sum payment
of $40,000 on July 1, 2016.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7591

A full-text copy of the Plan Of Reorganization is available for
free at http://ResearchArchives.com/t/s?7592

                         About Choa Vision

CHOA Vision LLC owns the Crowne Plaza hotel just north of downtown
Hartford, Connecticut.  The 350-room hotel is being managed by
Packard Hospitality Group.  CHOA is owned by the Christian Hotel
Owners Association, a group of primarily Korean American investors
led by Chan Soo Cho.

CHOA Vision filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44798) on Aug. 18, 2010.  Michael Jay Berger, Esq.,
at the Law Offices Of Michael Jay Berger, in Beverly Hills,
California, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CJY INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CJY Investment, L.L.C.
        2750 E. George Bush Highway
        Richardson, TX 75082

Bankruptcy Case No.: 11-41079

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Eun-Hyuk Yi, Esq.
                  LAW OFFICE OF NATHAN YI
                  3010 LBJ Freeway, Suite 1237
                  Dallas, TX 75234
                  Tel: (972) 888-6070
                  Fax: (972) 888-6071
                  E-mail: nathanyi.lawoffice@gmail.com

Scheduled Assets: $2,600,000

Scheduled Debts: $3,406,898

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-41079.pdf

The petition was signed by Chun W. Chung, member.


CONVERTED ORGANICS: CCR LLP Raises Going Concern Doubt
------------------------------------------------------
Converted Organics Inc. filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

CCR LLP, in Glastonbury, Connecticut, expressed substantial doubt
about Converted Organics' ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit at Dec. 31, 2010, and has suffered significant net losses
and negative cash flows from operations.

The Company reported a net loss of $50.7 million on $3.5 million
of revenues for 2010, compared with a net loss of $21.1 million on
$2.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $19.6 million
in total assets, $16.4 million in total liabilities, and
stockholders' equity $3.2 million.

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

                       http://is.gd/ea7uTF

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas: Organic Fertilizer, Industrial Wastewater
Treatment, and Vertical Farming.


COPANO ENERGY: 83% Sign Indenture to Eliminate Note Defaults
------------------------------------------------------------
Copano Energy, L.L.C., announced on April 5, 2011, that it had
received, as of 5:00 p.m., New York City time, on April 4, 2011,
tenders and consents from holders of approximately 83% in
aggregate principal amount of its outstanding 8.125% Senior Notes
due 2016 (CUSIP No. 217203 AB4) in connection with its previously
announced tender offer and consent solicitation for such notes,
which commenced on March 22, 2011 and is described in the Offer to
Purchase and Consent Solicitation Statement dated March 22, 2011.

Copano intended to execute on April 5, 2011, a supplemental
indenture with respect to the indenture governing the 2016 Notes
that will eliminate most of the covenants and certain events of
default applicable to the 2016 Notes.  The Supplemental Indenture
will not become operative until a majority in aggregate principal
amount of the 2016 Notes has been purchased by Copano pursuant to
the terms of the Offer to Purchase.

Copano's obligation to accept for purchase, and to pay for, any
2016 Notes pursuant to the Tender Offer is subject to a number of
conditions that are set forth in the Offer to Purchase, including
the closing of Copano's previously announced public offering of
$360 million of 7.125% Senior Notes due 2021.  Subject to the
satisfaction or waiver of these conditions, all holders who
validly tendered (and did not validly withdraw) their 2016 Notes
prior to the Consent Expiration will receive total consideration
equal to $1,044.00 per $1,000 principal amount of the 2016 Notes
accepted for purchase, which includes a consent payment of $3.375
per $1,000 principal amount of the 2016 Notes accepted for
purchase, plus accrued and unpaid interest on such notes to the
payment date.

Holders who tender their 2016 Notes after the Consent Expiration
and prior to the expiration of the Tender Offer will be entitled
to receive consideration equal to $1,040.625 per $1,000 principal
amount of the 2016 Notes accepted for purchase, plus any accrued
and unpaid interest on such notes to the payment date.  Holders of
2016 Notes tendered after the Consent Expiration will not receive
a consent payment.  The Tender Offer will expire at 11:59 p.m.,
New York City time, on April 18, 2011, unless extended by Copano
in its sole discretion.

Any 2016 Notes not tendered and purchased pursuant to the Tender
Offer will remain outstanding, and the holders will be subject to
the terms of the Supplemental Indenture even though they did not
consent to the amendments.

Copano has engaged J.P. Morgan Securities LLC as the dealer
manager for the Tender Offer.

                         About Copano Energy

Headquartered in Houston, Texas, Copano Energy LLC (Nasdaq: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2011,
Moody's Investors Service assigned a 'B1' (LGD5, 74%) rating to
Copano Energy, L.L.C.'s proposed $360 million senior unsecured
notes due 2021.  The 'Ba3' Corporate Family Rating and the
negative outlook were not affected by this action.  Copano plans
to use the proceeds of the new notes to finance the tender offer
for up $332 million of its 8.125% senior notes due 2016.


CORNERSTONE WORLD: Prepares to Sell Assets at Auction
-----------------------------------------------------
KTIV.com reports that Cornerstone World Outreach is set to be put
on the auction block.  Cornerstone will have a year after the sale
to find other means to get them out of debt, and stop the sale.
Cornerstone owes over $3 million to a Cincinnati, Ohio,
contractor, for construction of this worship center.  According to
the report, no deal has been hammered out just yet, so the
parties' names won't be divulged.

According to KTIV, one place Cornerstone won't be getting funding:
the bank.  Pastor Cary Gordon says the church's only option is to
go the non-traditional route to getting a loan.

The Woodbury County Sheriff's Department says Cornerstone's
assets, worth around $8 million, will be up for auction May 3rd,
including the worship center, a recording studio, and land they
were going to build houses on.

                     Possible Bankruptcy Filing

As reported in the March 30, 2011 edition of the Troubled Company
Reporter, Cornerstone World Outreach, owner of a 118- acre
property in Sioux City, Iowa, may seek bankruptcy protection.

Cornerstone's new worship center will go on the auction block in
May as part of a sheriff's sale to settle a dispute between the
Sioux City church and an Ohio building company.  KTIV.com said
that according to a Cornerstone official, Pastor Doug Daniels,
after the sheriff's sale, the church will have six to 12 months to
come to an agreement with a creditor to keep their land.  If an
agreement cannot be reached, they will file for Chapter 11
bankruptcy, which could potentially save their property from
falling into someone else's hands.


CREDIT ONE: Moss Krusick Raises Going Concern Doubt
---------------------------------------------------
Credit One Financial, Inc., filed on March 31, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Moss, Krusick & Associates, LLC, in Winter Park, Florida,
expressed substantial doubt about Credit One's ability to continue
as a going concern.  The independent auditors noted that the
Company had a net loss from continuing operations and an
accumulated deficit.

The Company reported net income of $60,977 on $5,932 of
advertising revenue for 2010, compared with a net loss of $498,993
on zero revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.96 million
in total assets, $145,606 in total liabilities, and stockholders'
equity of $2.81 million.

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

                       http://is.gd/Ezvls6

New York-based Credit One Financial, Inc.'s main business, until
Nov. 30, 2010, was processing and distribution of mineral
products, primarily graphite products, in China.

On Aug. 26, 2010, E&M International Limited, the newly
established, wholly-owned subsidiary of the Company, entered into
an advertising agreement with Macau Lotus Satellite TV Media
Limited, pursuant to which Lotus TV authorizes E&M as its
exclusive agent to operate all of its advertising businesses.  The
term of this agreement is ten years from Sept. 1, 2010, to
Aug. 31, 2020.


CROSS COUNTY: Section 341(a) Meeting Scheduled for May 6
--------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Cross
County National Associates, LP's creditors on May 6, 2011, at
10:30 a.m.  The meeting will be held at 2000 E. Spring Creek
Parkway, Plano, Texas.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 11-40915) on March 28, 2011.  John P. Lewis,
Jr., Esq., who has an office in Dallas, Texas, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


CRYSTALLEX INTERNATIONAL: Gets Delisting Notice from NYSE Amex
--------------------------------------------------------------
Crystallex International Corporation has received notice, dated
April 5, 2011, that the NYSE Amex LLC intends to proceed with an
application to the United States Securities and Exchange
Commission to remove the Company's common shares from listing on
the Exchange.  This determination, which the Company intends to
appeal, was made in light of the Exchange staff's position that
the Company is not in current compliance with certain standards
for continued listing on the Exchange set forth in Part 10 of the
NYSE Amex LLC Company Guide.

Specifically, the Exchange staff believes that the Company is not
in compliance with (i) Section 1003(c)(i) of the Company Guide on
the basis that the Company has "substantially discontinued the
business that it conducted at the time it was listed or admitted
to trading" with the Exchange, and is no longer an operating
company for purposes of continued listing on the Exchange, and
(ii) Section 1002(c) of the Company Guide, which states that "the
Exchange, as a matter of policy, will consider the suspension of
trading in, or removal from listing or unlisting trading of, any
security when, in the opinion of the Exchange the issuer has sold
or otherwise disposed of its principal operating assets, or has
ceased to be an operating company".

The Exchange staff has made this determination based on
information disclosed by the Company in its Annual Information
Form for the year ended Dec. 31, 2010, dated March 31, 2011 (which
forms a part of the Company's Annual Report on Form 40-F).
Specifically, the Exchange staff referred to events surrounding
the termination of the Company's Mine Operating Contract by the
Corporacion Venezolana de Guayana on Feb. 3, 2011 because of the
lack of progress to the Las Cristinas Project for more than one
year and for reasons of "opportunity and convenience"; the
Company's filing of a request for arbitration against Venezuela
before the Additional Facility of the World Bank's Centre for
Settlement of Investment Disputes, which is currently pending; the
Company's commencement of an orderly handover of the Las Cristinas
Project including, but not limited to, the security for the site,
personnel and social projects; and the fact that the Company's
main asset is the pending arbitration, and that no other
properties are currently owned or operated by the Company and mine
exploration has ceased.  The Exchange staff also noted that over
the last 30 trading days, the price per share of the Company's
common shares has averaged US$0.15 per share and as of April 1,
2011, it closed at US$0.16 per share. Based on this low selling
price, along with the information referred to above, the Exchange
staff believe that the Company's common shares are not suitable
for continued listing.

In accordance with Sections 1009(d) and 1203 of the Company Guide,
within seven calendar days of the date of the receipt of the
notice from the Exchange, the Company plans to appeal the Exchange
staff's determination by requesting an oral hearing before a
Listing Qualifications Panel.  There can be no assurance that the
Company's request for continued listing following the appeal will
be granted.

The Company reasonably believes that there is value in the Company
and is continuing to take steps to seek, through the arbitration
process, full restitution by Venezuela of its investments,
including the MOC, and the issuance of the Authorization to Affect
Natural Resources permit from the Ministry of Environment and
Natural Resources and compensation for interim losses suffered,
or, alternatively full compensation for the value of its
investment in an amount in excess of US$3.8 billion.  While
pursuing the arbitration claim, the Company is continuing to seek
settlement alternatives with the government of Venezuela, which
would result, if completed successfully, in value to the Company's
stakeholders.  The Company's common shares will continue to trade
on the Toronto Stock Exchange and will recommence trading on the
Exchange while the Company's appeal is pending.  The Company will
continue its normal course of business operations notwithstanding
the status of its Exchange listing.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


CYPHERMINT INC: Service on Russian Corporations Was Adequate
------------------------------------------------------------
WestLaw reports that a Chapter 7 trustee's service of process on
two Russian corporations that were the defendants in the trustee's
avoidance proceedings, which was accomplished through registered
mail in accordance with the laws of the Russian Federation, as
authorized by the bankruptcy court, was sufficient and proper.
Service of process pursuant to the Hague Service Convention was
rendered impossible due to unilateral action by the Russian
Federation's central authority, and the corporations were aware of
the pending adversary proceedings, had retained local counsel to
appear in those proceedings to represent their interests, and
would have ample opportunity to defend themselves consistent with
due process.  In re Cyphermint, Inc., --- B.R. ----, 2011 WL
718512 (Bankr. D. Mass.).

                        About Cyphermint

Cyphermint, Inc. -- http://www.cyphermint.com/-- a privately
owned New York corporation, headquartered in Marlborough, Mass.,
says it's a leading provider of secure business-to-business
electronic payment solutions.

Three creditors filed an involuntary chapter 7 petition (D. Mass.
Case No. 08-42682) against Cyphermint, Inc., on August 21, 2008,
together with an emergency motion to appoint an independent
chapter 7 trustee.  The Honorable Joel B. Rosenthal granted that
emergency motion and quickly approved the U.S. Trustee's
appointment of Joseph Baldiga, Esq., at Mirick, O'Connell,
DeMallie & Lougee, LLP, as the Chapter 7 Trustee pursuant to 11
U.S.C. Sec. 303(g).  The Chapter 7 Trustee is represented by
Christine E. Divine, Esq., and Gina M. Barbieri, Esq., at Mirick,
O'Connell, DeMallie & Lougee, LLP, at 100 Front Street Worcester,
Massachusetts.


DBSI INC: Foley & Lardner, Young Conaway Move Malpractice Suit
--------------------------------------------------------------
Bankruptcy Law360 reports that Foley & Lardner LLP and Young
Conaway Stargatt & Taylor LLP won their bid on Thursday to move
from Idaho to Delaware a malpractice suit they face from the
trustee of a liquidated affiliate of commercial real estate
investment firm DBSI Inc.

Judge B. Lynn Winmill of the U.S. District Court for the District
of Idaho denied the law firm defendants' motion to dismiss the
case but granted their bid to transfer, according to Law360.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee of DBSI Inc. won court
confirmation of its Chapter 11 plan of liquidation, paving the way
for it to pay creditors and avoid years of expensive litigation
over its complex web of affiliates.  The plan, which was declared
effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured
creditors and the bankruptcy trustee in charge of DBSI and its
170-plus affiliates.

Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real
Estate Liquidating Trust was established as of the effective date
and certain of the Debtors' assets, including the Debtors'
ownership interest in Florissant Market Place was transferred to
the RE Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DJO FINANCE: Moody's Puts 'B3' Rating to $300MM Note Offering
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to DJO Finance
LLC's (DJO) proposed offering of $300 million of senior unsecured
notes due 2018.  Proceeds are expected to fund the acquisition of
Dr. Comfort for $255 million, repay $25.4 million of outstanding
revolver draw and related fees and expenses associated with the
financing. Dr. Comfort is a specialty manufacturer of therapeutic
shoes and hosiery products servicing the diabetic market, with
total fiscal 2010 sales of about $72 million.  Moody's also
affirmed the other ratings of DJO, including the B2 Corporate
Family and Probability of Default Ratings.  The outlook is stable.

This is a summary of Moody's rating actions.

DJO Finance LLC:

   Ratings assigned:

   * $300 million senior unsecured notes due 2018 at B3 (LGD 4,
     68%)

   Ratings affirmed/LGD assessments revised:

   * Corporate Family Rating at B2;

   * Probability of Default Rating at B2;

   * Speculative Grade Liquidity Rating at SGL-3;

   * $100 million senior secured revolving credit facility due
     2013 at Ba2 (LGD 2, 17%) from (LGD 2, 21%);

   * $928 million senior secured term loan due 2014 at Ba2 (LGD 2,
     17%) from (LGD 2, 21%);

   * $680 million senior unsecured notes due 2014 at B3 (LGD 4,
     68%) from (LGD 5, 70%);

   * $300 million senior subordinated notes due 2017 at Caa1 (LGD
     6, 93%) from (LGD6, 94%).

Ratings Rationale

DJO's B2 Corporate Family Rating continues to reflect the
company's considerable financial leverage, limited interest
expense coverage and modest free cash flow generation.  Credit
metrics did not improved significantly in fiscal 2010 and margins
have deteriorated somewhat, mostly due to a change in the
company's sales mix.  However, the ratings also capture DJO's
ongoing cost savings and organic improvement in revenue growth.

The stable rating outlook reflects Moody's expectation that
achieved cost savings and an improving economic environment will
help support stable profitability and moderate cash flow
generation in future periods.  Moody's also that expects DJO will
use a portion of free cash flow to further deleverage from current
levels.

Moody's could consider downgrading the rating if the company is
not able to meaningfully deleverage through improvements in
operating performance, if there is a weakening of the company's
liquidity profile, such as sustained negative free cash flow or
leverage approaching 7 times debt-to-EBITDA.

Given the weak financial metrics, Moody's does not foresee an
upgrade of the ratings in the near term.  However, Moody's could
consider a ratings upgrade if adjusted debt to EBITDA was expected
to decline below 5.5 times or free cash flow to debt increased
above 8% on a sustained basis.  These levels would be more
consistent with the upper end of the single B rating category
under Moody's Global Medical Products and Device Rating
Methodology.

The principal methodologies used in this rating were Global
Medical Products & Device Industry published in October 2009, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

DJO Finance LLC (DJO), through its subsidiaries, is a provider of
orthopedic devices used in rehabilitation, pain management and
physical therapy.  The company also develops, manufactures and
distributes a broad range of reconstructive joint implant
products.  DJO has been owned by private equity sponsors
Blackstone Capital partners V LP since 2006.  Revenues were
approximately $966 million for the twelve months ending
Dec. 31, 2010.


EFD, LTD.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EFD, Ltd.
          dba Blanco San Miguel
          fdba Blanco San Miguel, Ltd.
        13200 Bee Cave Parkway
        Austin, TX 78738

Bankruptcy Case No.: 11-10846

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

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

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

The petition was signed by S. Frank Bright, manager of general
partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Driftwood Land Co - Loans          Loan                   $723,342
13200 Bee Cave Parkway
Austin, TX 78738

Driftwood Land Co - Loans          Loan                   $463,812
13200 Bee Cave Parkway
Austin, TX 78738

Driftwood Land Co - Loans          Loan                   $282,789
13200 Bee Cave Parkway
Austin, TX 78738

Willaim J. Maddux Exempt Trust     Loan                   $250,000
13200 Bee Cave Parkway
Austin, TX 78738

Connecticut Avenue Properties, Inc Services                $96,250

Dillocopter LLC                    --                      $75,368

Land Sculptors Inc                 Services                $73,469

Ranchhes and Rivers Realty         Services                $72,457

Driftwood Land Co - Grazing Lease  Loan                    $62,102

CLMI Trust - Loans                 Loan                    $35,828

Ranch 122, LLC                     Loan                    $28,228

Maxwell Locke & Ritter, LLP        Services                $12,206

Blanco County Appraisal            Property Taxes           $7,430

Whiteside Insurance / S&W          Insurance Premium        $5,088
Premium Financ

Burnet County Appraisal District   Property Taxes           $4,673

Stone & Bruce PC                   --                       $4,073

Ranchhes and Rivers Realty         Services                 $2,257

Stone & Bruce PC                   --                       $2,109

Sheiness, Scott, Grossman, & Cohn  --                       $2,104
LLP

Ranchhes and Rivers Realty         --                       $1,924


ELM STREET: Court Sets June 15 Claims Bar Date
----------------------------------------------
The Hon. Peter Carroll of the U.S. Bankruptcy Court for the
Central District of California set June 15, 2011, as the deadline
for creditors of Elm Street Partners LLC to file proofs of claim.

Santa Monica, California-based Elm Street Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
20225) on March 9, 2011.  James R. Selth, Esq., at Weintraub &
Selth, APC, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


DOC'S JAGS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Doc's Jags, Inc.
        dba World of Jaguars
        23047 N. 15TH LANE
        PHOENIX, AZ 85027

Bankruptcy Case No.: 11-09147

Chapter 11 Petition Date: April 4, 2011

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  DENNIS J. WORTMAN, P.C.
                  202 East Earll Drive, Suite 490
                  PHOENIX, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650
                  E-mail: djwortman@azbar.org

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

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

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

The petition was signed by Peter Scadron, president.


EARTH GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Earth Group, LP
        aka Earth Group Investment LLC
        dba Earth Group, LP
        dba Bellaire Village
        14634 Bellaire Blvd, Suite c
        Houston, TX 77083

Bankruptcy Case No.: 11-32915

Chapter 11 Petition Date: April 4, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Robert Hohenberger, Esq.
                  ROBERT HOHENBERGER, P.C.
                  2500 Wilcrest, Suite 107
                  Houston, TX 77042
                  Tel: (713) 680-9454
                  Fax: (713) 680-1264
                  E-mail: rhohenberger-ecf@law-tex.com

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

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

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

The petition was signed by Anthony Chanh Le, manager.


EAU TECHNOLOGIES: HJ & Associates Raises Going Concern Doubt
------------------------------------------------------------
EAU Technologies, Inc., filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about EAU Technologies' ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficit as well as a deficit in stockholders
equity.

The Company reported net income of $2.4 million on $697,555 of
revenues for 2010, compared with a net loss of $2.2 million on
$724,510 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.8 million
in total assets, $6.9 million in total liabilities, and a
stockholders' deficit of $4.1 million.

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

                       http://is.gd/RjBe7B

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.


ECF NORTH RIDGE: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ECF North Ridge Associates, LP
        6731 Bridge Street, Suite 373
        Fort Worth, TX 76112

Bankruptcy Case No.: 11-42017

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

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

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

A list of the Company's 22 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-42017.pdf

The petition was signed by Neil Crouch, authorized agent.


EMMIS COMMUNICATIONS: Amalgamated Gadget Holds 1.9% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Amalgamated Gadget, L.P., disclosed that it
beneficially owns 693,698 shares of the Common Stock, which
constitutes approximately 1.9% of the 34,174,528 shares of the
Common Stock deemed to be outstanding thereunder.  Amalgamated may
be deemed to be the beneficial owner of 272,050 shares of the
Preferred Stock, which constitutes approximately 9.7% of the
2,809,170 shares of the preferred stock deemed to be outstanding
thereunder.  A full-text copy of the filing is available for free
at http://is.gd/oxaEnc

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

As of Nov. 30, 2010, the Company's balance sheet showed
$499.9 million in total assets, $487.4 million in total
liabilities, $140.5 million in Series A cumulative convertible
preferred stock, a $177.8 million shareholders' deficit, and non-
controlling interests of $49.4 million.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


ENCORIUM GROUP: Delays Filing of 2010 Annual Report
---------------------------------------------------
Encorium Group, Inc., informed the U.S. Securities and Exchange
Commission that it needs additional time to file its Annual Report
on Form 10-K for the period ended Dec. 31, 2010, as the Company's
independent registered public accounting firm has not completed
their review for the period ended Dec. 31, 2010.

                       About Encorium Group

Wayne, Pa.-based Encorium Group, Inc. (Nasdaq: ENCO) is a clinical
research organization (CRO) that engages in the design and
management of complex clinical trials for the pharmaceutical,
biotechnology and medical device industries.  The Company was
initially incorporated in August 1998 in Nevada.  In June 2002,
the Company changed its  state of incorporation to Delaware.  In
November 2006, the Company expanded its international operations
with the acquisition of its wholly-owned subsidiary, Encorium Oy,
a CRO founded in 1996 in Finland, which offers clinical trial
services to the pharmaceutical and medical device industries.
Since 2006 the Company has conducted substantially all of its
European operations through Encorium Oy and its wholly-owned
subsidiaries located in Denmark, Estonia, Sweden, Lithuania,
Romania, Germany and Poland.

On July 16, 2009, the Company sold substantially all of the assets
relating to the Company's U.S. line of business to Pierrel
Research USA, Inc., the result of which the Company no longer has
any employees or significant operations in the United States.

The Company's balance sheet as of June 30, 2010, showed
US$10.0 million in total assets, US$10.6 million in total
liabilities, and a stockholders' deficit of US$620,000.

As reported in the Troubled Company Reporter on April 23, 2010,
Deloitte and Touche, LLP, in Philadelphia, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's recurring losses from operations,
current available cash, and anticipated level of capital
requirements.


ENERTECK CORP: Delays Filing of 2010 Annual Report
--------------------------------------------------
EnerTeck Corporation notified the U.S. Securities and Exchange
Commission that its Annual Report on Form 10-K for the year ended
Dec. 31, 2010 cannot be filed within the prescribed time period
because the Company requires additional time for compilation and
review to insure adequate disclosure of certain information
required to be included in the Form 10-K.  The Company's Annual
Report on Form 10-K will be filed on or before the 15th
calendar day following the prescribed due date.

                     About Enerteck Corporation

EnerTeck Corporation (OTC BB: ETCK.OB) -- http://www.enerteck.net/
-- was incorporated in 1935 and is based in Stafford, Texas.  The
Company develops, acquires and manufactures combustion
enhancement, emission reduction and other performance improvement
technologies for the heavy duty transportation industry.
EnerTeck's flagship product, EnerBurn(TM), is a diesel fuel
specific combustion catalyst, delivered to the engine via the
diesel fuel, to improve the combustion rate of the fuel.

The Company's balance sheet at Sept. 30, 2010, showed $1.8 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $335,743.

During the nine months ended Sept. 30, 2010, and the year ended
Dec. 31, 2009, the Company incurred net losses of $1.4 million and
$2.1 million, respectively.  In addition, at the nine months ended
Sept. 30, 2010, and year ended Dec. 31, 2009, the Company has an
accumulated deficit of $22.9 million and $21.5 million,
respectively.  "These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


ENRON CORP: Beats Appeal Over Bank's $50M Ch. 11 Claim
------------------------------------------------------
Bankruptcy Law360 reports that 576 National City Bank, an
indenture and property trustee in Enron Corp.'s bankruptcy
proceedings in New York, failed Thursday in an appeal to use its
most favored nation status in the case to extract $50 million in
claims.

Judge Richard J. Sullivan of the U.S. District Court for the
Southern District of New York backed the bankruptcy court's March
2009 determination, according to Law360.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


EXPRESSWAY DEV'T: Can Hire Marion Kordic as Real Estate Appraiser
-----------------------------------------------------------------
Expressway Development, LLC, sought and obtained authorization
from the Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Marion Kordic & Associates
to provide commercial real estate appraisal services.

The Debtor will pay Marion Kordic $150 per hour for its services.

Marion Kordic, President of Marion Kordic, assured the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No.
10-12088) on April 9, 2010.  Charles E. Wetsel, Esq., at Robertson
& Williams, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


EXPRESSWAY DEV'T: Gets Court's Nod to Hire Hayes Brokerage
----------------------------------------------------------
Expressway Development, LLC, sought and obtained authorization
from the Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Hayes Brokerage Co., Inc.,
to provide commercial real estate brokerage services.

Hayes will be paid for its brokerage services on a commission
basis.  For direct sales, Hayes will be paid a commission of 5% of
the gross sales price.  A direct sale is a sale in which the
ultimate buyer is originated by Hayes.  For indirect sales, Hayes
will be paid a commission of 3% and a 3% commission will be paid
to the originating broker on the gross sales price.  These
commission rates are in keeping with the standard commission
arrangement in the commercial brokerage business.

Don Hayes, president of Hayes, assured the Court that the firm is
a "disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No.
10-12088) on April 9, 2010.  Charles E. Wetsel, Esq., at Robertson
& Williams, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


EXPRESSWAY DEV'T: Has Court OK to Hire Smith Carney as Accountant
-----------------------------------------------------------------
Expressway Development, LLC, sought and obtained authorization
from the Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Smith, Carney & Co., P.C.,
to provide tax, accounting, and bookkeeping services to the
Debtor.

Smith Carney will be paid at these hourly rates:

          Accountant                $175
          Staff                  $100-$115
          Bookkeeping                $85

Joseph W. Hornick, an accountant and managing officer of Smith
Carney, assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No.
10-12088) on April 9, 2010.  Charles E. Wetsel, Esq., at Robertson
& Williams, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


EXPRESSWAY DEV'T: Has Court's OK to Hire Randel Shadid as Attorney
------------------------------------------------------------------
Expressway Development, LLC, sought and obtained authorization
from the Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Randel Shadid, Attorney at
Law, to provide legal services related to planning commission and
presentations to Edmond City Council to the Debtor.

Mr. Shadid will charge the Debtor $225 per hour for all services
rendered.

Mr. Shadid, who has an office in Edmond, Oklahoma, assured the
Court that he is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Oklahoma City, Oklahoma-based Expressway Development, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No.
10-12088) on April 9, 2010.  Charles E. Wetsel, Esq., at Robertson
& Williams, represents the Debtor.  The Company estimated assets
and debts at $10 million to $50 million.


EXTENDED STAY: Hotel Chain HQ Moves to Charlotte
------------------------------------------------
HVM LLC, the company that manages Extended Stay Hotels, is
planning to move the hotel chain's corporate headquarters to
Charlotte, North Carolina, according to a March 31, 2011 report
by Spartanburg Herald Journal.

The company plans to create 170 jobs in Charlotte over the next
three years and will invest $3.6 million in its headquarters
facility, Spartanburg Herald Journal reported, citing a statement
from N.C. Governor Beverly Perdue's office.

The state of North Carolina incentivized Extended Stay's move.
The company is eligible to receive a grant equal to 75% of the
state personal income withholding taxes derived from the creation
of new jobs for each of the 12 years in which it meets
performance goals.  That could potentially yield the company $4.7
million, Spartanburg Herald Journal reported.

The corporate headquarters will provide administrative support,
including human resources, financial administration, advertising
and marketing and guest services, according to a March 30, 2011
report by WSOC-TV.

While wages for the 170 jobs will vary by job function, the
overall average for the new jobs will be $83,580 a year, not
including benefits, WSOC-TV reported.

The move will be effective in August 2011 and will affect
approximately 50 employees.  Some support staff will remain in
Spartanburg, News Channel 7 reported.

"After careful consideration, we have determined that, as a
leader in the hospitality industry, the company's growing
business and commercial needs will be better served from
corporate headquarters in a major, national market and
transportation hub," HVM Chief Executive Officer Gary DeLapp
said.

"A travel industry corporate headquarters is a perfect fit for
North Carolina, with our steady and growing flow of visitors,
corporate travelers and vacationers," Governor Perdue said in a
statement.

Extended Stay and certain of its affiliates filed petitions under
Chapter 11 in the U.S. Bankruptcy Court for the Southern District
of New York on June 15, 2009.  Seventy-four of Extended Stay's
affiliates got confirmation of their joint bankruptcy plan in
July 2010, and eventually emerged from bankruptcy protection in
October 2010.

                       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 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  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).


FAIRFIELD SENTRY: Sues Abu Dhabi Fund to Claw Back $300 Million
---------------------------------------------------------------
Bankruptcy Law360 reports that Fairfield Sentry Ltd., the largest
feeder fund implicated in Bernard L. Madoff's Ponzi scheme, lodged
a suit in New York on Monday seeking to claw back $300 million in
redemption payments made during the fraud to Abu Dhabi's state-
owned investment fund.

The money used to redeem Abu Dhabi Investment Authority's shares
in Sentry were - unbeknownst to Sentry - the misappropriated
assets of other Madoff investors, and must be recovered, according
to Law360.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-13164) in June 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Round Lake, Minn.-based Farley's &
Sathers Candy Co. Inc.  "We also assigned our 'B+' issue-level
ratings to Farley's & Sathers $60 million revolving credit
facility due 2016, and $170 million term loan B due 2018.  The
recovery rating is '2', indicating our expectation of substantial
(70% to 90%) recovery in the event of a payment default.  The
company used proceeds to refinance existing debt.  The outlook is
stable.  We estimate Farley's & Sathers has about $181 million in
total debt outstanding, including revolver borrowings at close,"
S&P stated.

"The ratings on Farley's & Sathers reflect our view of the
company's vulnerable business profile and highly leveraged
financial profile, given the company's narrow product focus,
limited international presence, and high debt leverage," said
Standard & Poor's credit analyst Alison Sullivan.

Farley's & Sathers states it is the third-largest player within
the fragmented U.S. nonchocolate confectionery industry.
Historically, Farley's & Sathers' acquisitions and organic
expansion have helped drive growth.

However, operating performance weakened in 2010.  Sales declined
2.3% in 2010, and estimated lease adjusted EBITDA declined about
3.7% from cost inflation and lower volume, despite productivity
initiatives.  "We believe operating performance could decline
further in the first half of 2011 from rising commodity costs such
as sugar, corn syrup, and fuel," said Ms. Sullivan.  "However, we
also expect performance to improve in the second half of the year
as the effects of net price increases and productivity are
realized."


FAYETTEVILLE MARKETFAIR: Court Dismisses Chapter 11 Case
--------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
District of North Carolina dismissed the Chapter 11 bankruptcy
case of Fayetteville Marketfair Investors, LLC, pursuant to an
order authorizing the stipulation the Debtor signed with Stefan
Johansson, Jackson Ward, and Capmark Finance, Inc., for the
compromise and settlement of their mutual claims, was entered on
Nov. 23, 2010.

The pertinent terms of the stipulation proposed to surrender the
Debtor's property to Capmark, deem the Debtor's plan and
disclosure statement withdrawn, and the parties were to exchange
mutual releases.  The stipulation also provided for the
termination of the automatic stay with respect to Capmark, who
will be permitted to exercise all of its remedies under the loan
documents and against the collateral.

                    About Fayetteville Marketfair

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 protection (Bankr. E.D. N.C. Case No. 09-10859) on
Dec. 14, 2009.  William P. Janvier, Esq., and Samantha J. Younker,
Esq., at Janvier Law Firm, PLLC, in Raleigh, North Carolina,
represent the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.


FENTURA FINANCIAL: James Wesseling Had 7,177 Share at Dec. 29
-------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, James Wesseling, a director at Fentura Financial Inc.,
disclosed that he acquired 892 shares of common stock of the
Company on Dec. 29, 2010 at $1.75 per share.  At the end of the
transaction, Mr. Wesseling beneficially owned 7,177.8768 shares.

                       About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

The Company's balance sheet at Dec. 31, 2010 showed
$424.22 million in total assets, $408.17 million in total
liabilities and $16.05 million in total shareholders' equity.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.


FIRSTSOURCE INC: S&P Affirms Junk Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
corporate credit rating on Dallas-based Builders FirstSource Inc.
The rating outlook is negative.

"At the same time, we assigned a 'CCC' (one notch lower than the
corporate credit rating) issue-level rating to the company's
proposed $250 million senior secured notes due 2019.  The recovery
rating is '5', indicating our expectation of modest (10% to 30%)
recovery for lenders in the event of a payment default.  The
ratings are based on preliminary terms and conditions," S&P
stated.

"The company will use proceeds from the proposed transaction
to redeem its 2012 and 2016 notes, to repay amounts outstanding
under its asset-based revolving credit facility -- excluding
$15.9 million in outstanding letters of credit -- to pay the
related fees and expenses associated with the offering, and for
working capital and general corporate purposes," said Standard &
Poor's credit analyst Tobias Crabtree.  In addition, the company
intends to amend and extend the existing asset-based revolving
credit facility commitment, which is not rated," S&P said.

"The ratings affirmation reflects our belief that Builders
FirstSource will likely continue to generate negative free cash
flow over the upcoming year, given the ongoing weakness in new
residential housing markets.  While the company's liquidity
position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

S&P continued, "The negative rating outlook reflects our concerns
about the continued weak operating environment and the effect this
will have on the company's operating performance and cash flow.
For the next year, we expect the company to use cash on hand to
fund its cash flow shortfall, which will result in some depletion
in cash balances.  Specifically, we expect the company's cash burn
could be in excess of $55 million, assuming negative adjusted
EBITDA that is only modestly improved from 2010's level.  In
addition, we do not expect the company to be able to borrow
meaningful additional amounts under the ABL facility because of
the low level of the eligible borrowing base."

"We could lower the ratings if the company was not able to
successfully complete its proposed refinancing or if the new
residential construction market fails to modestly improve from its
recent depressed levels, resulting in higher than projected
operating losses and potentially causing a steeper decline in
total liquidity to below $100 million," S&P said.

"A positive rating action seems unlikely in the next year given
our expectations that total housing starts are unlikely to
meaningfully improve to more than 750,000 units, or a level that
we believe Builders FirstSource could begin to generate positive
EBITDA.  However, one could occur during 2012 if a greater-than-
expected recovery in total housing starts were to result in the
company being able to sustain its interest coverage at 1x or
more," S&P added.


FLORIDA GAMING: Incurs $4.84 Million Net Loss in 2010
-----------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $4.84 million on $4.11 million of Jai-Alai Mutuel
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $4.87 million on $6.85 million of Jai-Alai Mutuel revenue
during the prior year.

The Company's balance sheet at $16.65 million in total assets,
$21.81 million in total liabilities and $5.16 million in total
stockholders' deficit.

King + Company, PSC, in Louisville, Kentucky, noted that the
Company has suffered recurring losses from operations and cash
flow deficiencies which 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/TxNsg9

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.


FMC VENTURE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: FMC Venture, LLC
        aka Space Station Storage
        10617 Fuqua Street
        Houston, TX 77089-2403

Bankruptcy Case No.: 11-32994

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: J. Craig Cowgill, Esq.
                  J. CRAIG COWGILL & ASSOCIATES, P.C.
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  E-mail: jccowgill@cowgillholmes.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txsb11-32994.pdf

The petition was signed by Ormond Farine, Jr., president.


FORD MOTOR: U.S. March Sales Up 19%; Year-to-Date Sales Up 16%
--------------------------------------------------------------
Ford Motor Company said that consumer demand for its fuel-
efficient vehicles continues to grow as March sales increased 19
percent versus a year ago.  Year-to-date, Ford sales totaled
496,720, up 16 percent.

"With gasoline prices eclipsing $3.50 a gallon, consumers are
placing a high priority on fuel efficiency in every size and kind
of vehicle," said Ken Czubay, Ford vice president, U.S. Marketing,
Sales and Service.  "Customers are rewarding Ford for our
investment in new products as well as more efficient engines and
transmissions, which save them money at the pump whether they
drive Fiestas or F-Series trucks."

Ford offers 12 vehicles that lead their sales segments in fuel
economy, including four vehicles with EPA certified 40 mpg or
higher fuel economy ratings - a claim no other full-line automaker
can match.

                               Cars

Ford's new Fiesta set a record in March as monthly sales reached
9,787, up 56 percent from February.  Fiesta's retail share of its
segment has increased every month since it was introduced last
summer, and Los Angeles continues to be the No. 1 sales region for
Fiesta.

Fusion also set a new record with sales of 27,566, up 21 percent
versus a year ago.

The Ford Mustang (up 47 percent) and Lincoln MKZ (up 28 percent)
also posted higher sales than a year ago.  Sales of the MKZ Hybrid
reached a record 615, accounting for 20 percent of MKZ retail
sales.

Total Focus sales were lower than a year ago (down 12 percent) as
the all-new model is just starting to arrive at Ford dealers, but
the nameplate's retail sales were up 16 percent.

                             Utilities

Sales of Ford's utility vehicles were paced by the all-new Ford
Explorer, which had its best sales month since June 2007.
Explorer sales totaled 12,482, up 111 percent, making the new
Explorer Ford's fastest-turning vehicle in the showroom for a
third straight month.

Explorer's class-leading EPA estimated highway fuel economy of 25
mpg is attracting owners of other makes. Its current conquest rate
is 43 percent.

The Escape set a new March sales record - and its second best
month overall - with sales of 23,975, up 25 percent versus a year
ago. Sales of the new Ford Edge (up 21 percent) and Lincoln MKX
(up 12 percent) also were higher as were sales of the Ford
Expedition (up 40 percent) and Lincoln Navigator (up 10 percent).

                              Trucks

Strong sales to commercial fleet customers as well as higher sales
to retail customers powered Ford truck sales growth in March.
Sales of Ford's F-Series truck totaled 53,272, up 25 percent
versus a year ago.

In January, Ford launched the 2011 F-150 with four all-new
powertrains including two V6s - a 3.7-liter and a 3.5-liter
EcoBoost.  In March, V6-equipped F150s accounted for 37 percent of
all 2011 F-150 retail sales.

"The No. 1 unmet need for full-size pickup truck owners has been
fuel economy," said Doug Scott, Truck Group marketing manager.
"The good news is the 2011 Ford F-150 has best-in-class fuel
economy, best-in-class capability and power, plus more powertrain
choices to suit customers' different needs."

Ford's commercial vehicles also posted strong year-to-year
increases.  Econoline sales totaled 11,827 (up 13 percent) and
Transit Connect sales were 2,690 (up 47 percent).

                           Sales Summary

In March, total sales were 212,777, up 19 percent.  Retail sales
were up 14 percent and fleet sales were up 29 percent (commercial
was up 50 percent, government was up 33 percent and daily rental
was up 13 percent).

In the first quarter, total sales were 496,720, up 16 percent.
Retail sales were up 20 percent and fleet sales were up 8 percent
(commercial was up 34 percent, government was up 11 percent, and
daily rental was down 8 percent).

Two independent market research studies cited the growing strength
of the Ford brand in March.  Ford was named the most considered
auto brand among new-car shoppers in Kelley Blue Books' Market
Intelligence Brand Watch study, and Ford was named top full-line
automotive brand in the 2011 Harris Poll EquiTrend study.

"Our newest products are helping Ford to connect with customers
beyond our traditional geographic areas of strength," said Czubay.
"In the first quarter, our largest retail sales increases were on
the west coast and in the northeast with major contributions from
the Fiesta and Edge.  We believe the new Focus and Explorer will
help us to achieve further growth in these and other key markets
as even more customers look for fuel-efficient, high-quality
vehicles with technology they truly value."

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at Sept. 30, 2010, showed
$177.07 billion in total assets, $178.81 billion in total
liabilities, and a stockholders' deficit of $1.77 billion.

                           *     *     *

Ford Motor has a 'BB' issuer default rating, with positive
outlook, from Fitch Ratings; 'Ba2' corporate family rating and
probability of default rating from Moody's Investors Service; and
a 'BB-' corporate credit rating, with positive outlook, from
Standard & Poor's.

Fitch said at the end of January 2011 that Ford's ratings reflect
its continued strong financial performance and the substantial
debt reduction accomplished in the fourth quarter of 2010, both of
which outperformed Fitch's previous expectations.


FRANCISCAN COMMUNITIES: Court Confirms Chapter 11 Liquidating Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court confirmed the Chapter 11 plan of
liquidation of Franciscan Communities Villa De San Antonio's

As reported in the Feb. 17, 2011 edition of the Troubled Company
Reporter, the Debtor has sold substantially all its assets to KSL
San Antonio, L.L.C., for $17,225,281, plus the assumption or
satisfaction of certain assumed and the provision of certain funds
regarding minimum payments to or on behalf of certain claims.  The
Debtor has used the proceeds of that sale to make certain
distributions to secured lenders and to pay necessary costs and
expenses of the sale.

Any remaining proceeds from the Sale of the assets, together with
any remaining Cash Collateral and funds received from KSL, will be
used to make payments under the Plan.

Allowed secured claims have been paid in full to the extent that
payment will be made on any allowed secured claim from the
proceeds of the Asset Sale.  The secured lenders will not have any
allowed unsecured or undersecured claim.

Allowed unsecured claims will be paid in cash, a pro-rata payment
of at least $100,000 from current available cash and further cash
available from KSL.  There will be no distribution to the owner of
the Debtor and it is anticipated that, following the consummation
of the Plan, the Debtor will take such steps as are necessary
under applicable state law to dissolve and cease to exist as a
legal entity.

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

                   About Franciscan Communities

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio is an Illinois not-for-profit corporation that, prior to
the sale of substantially all of its assets to KSL San Antonio,
L.L.C., operated a senior living community consisting of 114
independent living apartments, 24 independent living garden homes
and 55 assisted living units near what is generally referred to as
the "medical center area" of San Antonio, Texas.  The sale closed
in June 2010.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Texas Case No. 10-50712) on Feb. 26, 2010.
Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., in San
Antonio, Tex., assists the Company in its restructuring effort.
In its schedules, the Debtor disclosed $35,470,922 in assets and
$39,456,816 in liabilities.


FRANKLIN TOWERS: Delays Filing of 2010 Annual Report
----------------------------------------------------
Franklin Towers Enterprises, Inc., said it was unable to compile
the requisite financial data and other narrative information
necessary to prepare complete financial statements to be included
in the annual report on Form 10-K for the year ended Dec. 31,
2010, and is unable to file the periodic report within the
prescribed time period without unreasonable effort or expense.
The Company expects to file the report within the extension
period.

                      About Franklin Towers

Chongqing, China-based Franklin Towers Enterprises, Inc., was
incorporated on March 23, 2006, under the laws of the State of
Nevada.  The Company is focused on the production and sale of silk
and silk products.  The Company started its test production at the
end of June 2007 and commenced operations from the third quarter
of 2007.

The Company's balance sheet at Sept. 30, 2010, showed
$4.1 million in total assets, $7.9 million in total liabilities,
all current, and a stockholders' deficit of $3.8 million.

Michael T. Studer, CPA, P.C., in Freeport, New York, expressed
substantial doubt about Franklin Towers, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has incurred a net
loss of $1.6 million and $8.7 million, for the years ended
Dec. 31, 2009, and 2008, respectively, has an accumulated
deficit of $21.7 million at Dec. 31, 2009, and is in default
on its Convertible Notes payments.


GBI CROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GBI Croup LLC
        9950 Westpark Drive, Suite 600
        Houston, TX 77063

Bankruptcy Case No.: 11-33010

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Alan Sanford Gerger, Esq.
                  DUNN, NEAL & GERGER
                  3050 Post Oak Boulevard, Suite 400
                  Houston, TX 77056
                  Tel: (713) 403-7400
                  Fax: (713) 960-0204
                  E-mail: asgbkp@dnglegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txsb11-33010.pdf

The petition was signed by Keith Truong, president.


GEMCRAFT HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gemcraft Homes, Inc.
        dba The Mini Group Inc.
        9950 Westpark Drive, Suite 600
        Houston, TX 77063

Bankruptcy Case No.: 11-33021

Chapter 11 Petition Date: April 4, 2011

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

Judge: Jeff Bohm

Debtor's Counsel: Alan Sanford Gerger, Esq.
                  DUNN NEAL ET AL
                  3050 Post Oak Blvd, Suite 400
                  Houston, TX 77056
                  Tel: (713) 403-7400
                  Fax: (713) 960-0204
                  E-mail: asgbkp@dnglegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-33021.pdf

The petition was signed by Keith Truong, president.


GIBSON GUITAR: Moody's Assigns 'B3' to $130-Mil. Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Gibson Guitar
Corp.'s $130 million senior secured credit facility, while at the
same time upgrading its corporate family rating to B3 and
probability of default rating to Caa1.  The outlook was revised to
stable from developing.  The rating on the existing secured credit
facility was withdrawn.

"The upgrade in the corporate family rating and the stable outlook
reflect the elimination of the looming liquidity concerns, driven
by the new credit facility along with Moody's increased confidence
that Gibson will be able to regularly issue its unaudited
quarterly and audited annual financial statements on time," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.

Rating Rationale

Gibson's B3 corporate family rating reflects the revenue
volatility exhibited during the recession, its relatively small
scale, with revenue under $300 million, and Moody's continuing
concern over its corporate governance structure.  Gibson's
significant customer concentration with Guitar Center also
constrains the rating.  Gibson's prominent market share in
guitars, improving credit metrics, strong brand recognition,
diversification within guitars and geographic diversification
supports the rating.  The company's cash generating ability also
benefits the rating as does the lack of any debt maturities until
2016.

A material and unexpected deterioration in operating performance
could trigger a downgrade as would a violation of a quarterly
maintenance financial covenant.  If the company has problems
issuing its quarterly unaudited and/or annual audited financial
statements on time its rating could be downgraded.

Another upgrade is not likely in the near term.  Over the longer
term, the rating could be upgraded if operating performance and
credit metrics were to improve and the company's corporate
governance atmosphere gets better.  Key credit metrics necessary
to consider an upgrade would be adjusted debt/EBITDA sustained
below 3x and EBITA margins consistently around 13% to 15%.

The stable outlook reflects Moody's increased confidence in
Gibson's financial reporting processes highlighted by the timely
reporting of their 2010 quarterly financial statements.  The
company's improved operating performance and enhanced liquidity
profile with no debt maturities for five years are also reflected
in the stable outlook.

The B3 rating on the secured revolver and term loan reflect a Caa1
probability of default rating and a LGD 3.  The credit facility is
secured on a first lien all asset basis and is guaranteed by
operating subsidiaries.

These ratings were upgraded:

   * Corporate family rating to B3 from Caa1;

   * Probability-of-default rating to Caa1 from Caa2;

These ratings were assigned:

   * $50 million senior secured revolving credit facility due 2016
     at B3 (LGD 3, 32%);

   * $80 million Term Loan due 2016 at B3 (LGD 3, 32%).

Moody's subscribers can find additional information in Gibson's
Credit Opinion published on Moodys.com.

The last rating action was on November 16, 2010, where Moody's
affirmed Gibson's ratings at Caa1 with a developing outlook.

The principal methodology used in rating Gibson was the Global
Consumer Durables 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.  Other
methodologies and factors that may have been considered in the
process of rating Gibson can also be found on Moody's Web site.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names.  The Company also sells
other stringed instruments and instruments related accessories
such as amplifiers, speakers, and picks/straps.  Revenues for the
12 months ended Dec. 31, 2010, were approximately $300 million.


GLENDALE INTERNATIONAL: Trustee Sells 48% Firan Stake to Oakwest
----------------------------------------------------------------
On March 31, 2011, Ernst & Young Inc., in its capacity as trustee
in bankruptcy of the estate of Glendale International Corp. and
not in its personal capacity entered into an agreement to sell
8,541,987 common shares of Firan Technology Group Corporation to
Oakwest Corporation Limited, representing approximately 48% of the
total issued and outstanding common shares of Firan.  Upon the
entering into of the Agreement, Ernst & Young sold 8,301,987
common shares of Firan.  The remaining 240,000 common shares of
Firan will be sold under the terms of the Agreement pursuant to
certain conditions being met.  Ernst & Young currently owns
240,000 common shares of Firan, representing approximately 1.35%
of the total issued and outstanding common shares of Firan.

The securities were sold through a private sale at a price of
$0.31 per common share.  At this time, Ernst & Young, in its
capacity as trustee in bankruptcy of the estate of Glendale has no
intention of acquiring further common shares of Firan.

                   About Glendale International

Glendale International Corp. manufactures and sells recreational
vehicles in the United States and Canada. The company operates in
two divisions, Glendale Recreational Vehicles (Glendale RV) and
Travelaire Canada (Travelaire).

On Jan. 19, 2011, Glendale International Corp. made a decision to
file a voluntary assignment in bankruptcy under the Bankruptcy &
Insolvency Act (Canada).  All Directors of the Corporation have
resigned and the Corporation expects the Official Receiver to
appoint Ernst & Young Inc. as Trustee of the estate of the
Corporation.

"The recent economic downturn, the rising Canadian dollar and
higher gas prices have had a devastating effect on the
recreational vehicle industry in North America," said Edward
Hanna, Chairman and CEO of the Corporation.  "Over the past few
months the Corporation has undertaken an extensive internal review
as well as engaged outside consultants to assist it in reviewing
all available options and strategies which it could pursue to
rebuild the recreational vehicle division, its primary business.
However, given that there does not appear to be a significant
rebound of the Canadian RV industry and the commercial structure
business for the energy sector in the near term, the Board of
Directors determined that a voluntary assignment in bankruptcy was
in the best interests of the Corporation's stakeholders."


GORDON'S MUSIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gordon's Music and Sound, Inc.
        dba Gordons Music and Sound
        810 Texas Street
        Fairfield, CA 94533

Bankruptcy Case No.: 11-28452

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Ronald H. Sargis

Debtor's Counsel: C. Anthony Hughes, Esq.
                  ANTHONY HUGHES LC
                  1395 Garden Highway, Suite 150
                  Sacramento, CA 95833
                  Tel: (916) 440-6666

Scheduled Assets: $247,552

Scheduled Debts: $2,270,930

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/caeb11-28452.pdf

The petition was signed by Clifford Gordon, CEO.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Clifford and Dale Gordon              10-32958            05/25/10


GREATER ATLANTA BROKERAGE: Case Summary & Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Greater Atlanta Brokerage Solutions, LLC
        dba RE/MAX Greater Atlanta
        5591 Chamblee-Dunwoody Road, Bldg 1300
        Atlanta, GA 30338

Bankruptcy Case No.: 11-60628

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.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/ganb11-60628.pdf

The petition was signed by Stephen M. Klein, chief restructuring
officer.


GREDE HOLDINGS: S&P Withdraws Preliminary 'B+' Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its
preliminary 'B+' corporate credit rating and preliminary 'B+'
issue-level rating on Southfield, Mich.-based casting
supplier Grede Holdings LLC.

"The company is not pursuing the financing that was the basis for
our assignment of ratings on March 16, 2011," S&P explained.


LADY FOREST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lady Forest Farms, Inc.
        345 Highway 35 South
        Forest, MS 39074

Bankruptcy Case No.: 11-01259

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@hjglawfirm.com

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

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

The petition was signed by Hugh H. Haralson, III, treasurer and
director.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Forest Packing Company                11-00627            02/21/11

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Delta Western Grain, Inc.          --                     $586,486
1842 Highway 82 W
P.O. Box 878
Indianola, MS 38751

Bunge                              --                     $517,057
P.O. Box 802711
Kansas City, MO 64180-2711

Phillips Farms                     --                     $494,223
4042 Highway 16 West
Yazoo City, MS 39194

Magnolia Grain Co. Inc.            --                     $462,200
P.O. Box 336
Cary, MS 39054

Hubbard LLC                        --                     $301,421
195 Main Street
Warpole, NH 03608

Cobb-Vantress, Inc.                --                     $219,908

CHS                                --                     $125,456

Freedom Trans USA                  --                     $102,065

Riceland Foods, Inc.               --                      $94,544

The Durham Company                 --                      $73,889

Evonik Industries                  --                      $71,617

Cargill, Inc.                      --                      $65,439

Gulf Packaging, LLC                --                      $62,723

Jackson Commodities                --                      $57,749

H & S Transportation, Inc.         --                      $42,100

Kansas City Southern Railway       --                      $35,455

AmFed Companies, LLC               --                      $31,560

Hansen-Mueller Co.                 --                      $30,223

Merial Select, Inc.                --                      $29,567

Ameropa                            --                      $28,446


HOMELAND SECURITY: Amends 2009 Annual Report; Addresses Comments
----------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission Amendment No. 2 on Form 10-K/A
to the Annual Report on Form 10-K for the fiscal year ended
June 30, 2009, originally filed with the SEC on Sept. 28, 2009,
and as amended on March 31, 2011 by Amendment No. 1 to the Annual
Report on Form 10-K/A.  The amendment is being filed for the
purpose of responding to certain comments made by the SEC by
letter dated March 17, 2011.

In response to the Comment Letter, the Company is refiling all of
its financial statements and notes thereto in addition to the
amended Report of Independent Registered Public Accounting Firm
that the SEC had requested the Company to file by way of its first
letter to the Company dated Feb. 15, 2011.  No changes have been
made to the financial statements or the amended Report of
Independent Registered Public Accounting Firm.  Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as amended,
the Company is also including with this Amendment certain
certifications.

The Company posted a net loss attributable to common stockholders
of $362,367 for the six months ended Dec. 31, 2009, from a net
loss of $2,960,052 for the same period a year ago.

Net contract revenue was $26,572,415 for the fiscal second quarter
ended Dec. 31, 2009, from $22,212,461 for the fiscal 2008
second quarter.  Net contract revenue was $47,421,857 for the six
months ended Dec. 31, 2009, from $39,879,692 for the same
period in 2008.

At Dec. 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at Dec. 31, 2009.

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

Homeland Security reported net income of a $1,636,720 on
$53,266,167 of net contract revenue for the six months ended
Dec. 31, 2010, compared with net income of $555,251 on $47,421,857
of net contract revenue for the same period a year earlier.

The Company's consolidated balance sheet at Dec. 31, 2010, showed
$40,025,852 in assets, $39,940,470 in total liabilities, warrants
payable -- Series H Preferred Stock of $169,768, non-controlling
interest of $228,830, and a stockholders' deficit of $84,386.
Stockholders' deficit was $1,059,210 at June 30, 2010.


HYTHIAM INC: Incurs $19.99 Million Net Loss in 2010
---------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$19.99 million on $448,000 of total revenues for the twelve months
ended Dec. 31, 2010, compared with a net loss of $9.15 million on
$1.53 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.94 million
in total assets, $18.12 million in total liabilities and $10.18
million in total stockholders' deficit.

Rose, Snyder & Jacobs, 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 incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/meWg8D

                         About Hythiam, Inc.

Based in Los Angeles, Hythiam, Inc., n/k/a Catasys, Inc., is a
healthcare services management company, providing through its
Catasys(R) subsidiary specialized behavioral health management
services for substance abuse to health plans.


IDO SECURITY: Delays Filing of 2010 Annual Report
-------------------------------------------------
IDO Security Inc. said that its Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2010 could not be filed by the
prescribed due date of March 31, 2011 because it had not yet
finalized its treatment and disclosure of certain material events
that occurred during the fourth quarter and fiscal year 2010.  As
a result, the audit of Company's 2010 financial statements is
ongoing.  Accordingly, the Company is unable to file such report
within the prescribed time period without unreasonable effort or
expense.  The Company anticipates that the subject annual report
will be filed on or before April 15, 2011.

                        About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company's balance sheet at Sept. 30, 2010, showed
$2.69 million in total assets, $16.03 million in total
liabilities, and a stockholders' deficit of $13.34 million.

Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle
Brook, N.J., expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
2009 results.  The independent auditors noted that the Company has
not achieved profitable operations, has incurred recurring losses,
has a working capital deficiency and expects to incur further
losses in the development of the business.


INDIGO-ENERGY: Delays Filing of 2010 Annual Report
--------------------------------------------------
Indigo-Energy, Inc., said that its Annual Report on Form 10-K for
the fiscal year ending Dec. 31, 2010, could not be completed
without unreasonable effort and expense, despite diligent efforts
on the part of the Company and its management.  Those difficulties
prevent the Company from filing the report because the information
being completed is integral to the balance of the report.  The
Company expects to be able to file within the additional time
allowed.

                        About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.

The Company's balance sheet at Sept. 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.


INFUSION BRANDS: Meeks International Raises Going Concern Doubt
---------------------------------------------------------------
Infusion Brands International, Inc., formerly OmniReliant
Holdings, Inc., filed on March 31, 2011, its transition report on
Form 10-K-T for the transition period from July 1, 2010, to
Dec. 31, 2010.  On Dec. 17, 2010, the Company changed its fiscal
year end from June 30 to Dec. 31.

Meeks International LLC, in Tampa, Florida, 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 losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use its available capital resource.

The Company reported a net loss of $6.11 million on $4.07 million
of revenues for the transition period ended Dec. 31, 2010,
compared with a net loss of $20.95 million on $13.63 million of
revenues for the corresponding period ended Dec. 31, 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.77 million
in total assets, $4.04 million in total liabilities, $9.50 million
in redeemable preferred stock, and a stockholders' deficit of
$6.77 million.

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

                       http://is.gd/xSfihY

Clearwater, Fla.-based Infusion Brands International, Inc.
-- http://www.infusionbrands.com/-- is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc., specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.


INNOVIDA HOLDINGS: Receiver Becomes Chapter 11 Trustee
------------------------------------------------------
Dow Jones' DBR Small Cap reports that Bankruptcy Judge Robert A.
Mark in Miami on Monday authorized the appointment of a Chapter 11
trustee for InnoVida Holdings LLC's bankruptcy case, ensuring the
company doesn't fall back into the hands of founder Claudio
Osorio, who's accused of fraud and mismanagement.  According to
DBR, the ruling paved the way for the federal bankruptcy watchdog
assigned to the case to place Mark S. Meland in the role.
Mr. Meland, who had been serving as a receiver for the business in
the wake of the allegations against Mr. Osorio, was the one who
ushered InnoVida into bankruptcy on March 24.  In court papers, he
urged the court to allow him to remain at the helm of the
business, warning that it would be "entirely inappropriate" to
hand Osorio and his wife, Amarilis, the reins of the company.  "It
is without question that the receiver's investigation has
uncovered serious failings of their management of the InnoVida
entities," Mr. Meland said.

Receiver Mark S. Meland, at Meland Russin & Budwick, PA, filed a
Chapter 11 petition for InnoVida Holdings, LLC, fdba COEG, LLC
(Bankr. S.D. Fla. Case No. 11-17702) on March 24, 2011.  Separate
Chapter 11 petitions were also filed for these affiliates:
InnoVida MRD, LLC (Case No. 11-17704), InnoVida Services, Inc.
(Case No. 11-17705), and InnoVida Southeast, LLC (Case No. 11-
17706).  Peter D. Russin, Esq., at Meland Russin & Budwick, P.A.,
serves as bankruptcy counsel.  InnoVida Holdings has under $50,000
in assets and $10 million to $50 million in debts, according to
the petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.


INT'L TEXTILE: Incurs $46.30 Million Net Loss in 2010
-----------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting a
net loss of $46.30 million on $616.13 million of net sales for the
year ended Dec. 31, 2010, compared with a net loss of
$216.97 million on $659.26 million of net sales during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed
$435.74 million in total assets, $540.34 million in total
liabilities, and a $104.60 million stockholders' deficit.

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

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


JEMA ENTERPRISES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Jema Enterprises, LLC
        2424 S 23rd
        McAllen, TX 78503

Bankruptcy Case No.: 11-70218

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICES OF ANTONIO VILLEDA
                  5414 N. 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

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

The petition was signed by Manuel Ramirez, member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Manuel & Juana P. Ramirez             --                  04/04/11

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kittleman, Thomas, Ramirez,        Notice Only             unknown
Gonzales, PLLC, Attorneys At Law
4900-B North 10th Street
P.O. Box 1416
McAllen, TX 78505


JOHN D OIL: Incurs $1.38 Million Net Loss in 2010
-------------------------------------------------
John D. Oil and Gas Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.38 million on $2.63 million of total revenues for the
year ended Dec. 31, 2010, compared with a net loss of $2.69
million on $4.04 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $8.72 million
in total assets, $11.89 million in total liabilities, and a
$3.17 million total deficit.

Maloney + Novotny LLC, in Cleveland, Ohio, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2010 financial results.  The independent
auditors noted that the Company has suffered recurring losses and
has $9.5 million of debt currently due and subject to a
forbearance.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/z4nH6e

                         About John D. Oil

Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company currently has fifty-eight
producing wells.


JUST MARSE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Just Marse, LP
        10080 Dyer
        El Paso, TX 79924

Bankruptcy Case No.: 11-30650

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N Mesa B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-30650.pdf

The petition was signed by Maria L. Torres, Manager of Vested
Capital, LLC.


KIDS VIEW: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Kids View, Inc.
        1141 Tower Trail
        El Paso, TX 79907

Bankruptcy Case No.: 11-30645

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N. Mesa B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: 915-532-3355
                  E-mail: usbc@sidneydiamond.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 eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-30645.pdf

The petition was signed by Maria Lourdes Torres, manager.

Affiliates that simultaneously filed separate Chapter 11 petitions
on April 4:

        Entity                        Case No.
        ------                        --------
Kids View V, LLC                      11-30646
Kids View I, LLC                      11-30647


KV PHARMACEUTICAL: Incurs $44.66 Million Net Loss in Dec. 31 Qtr.
-----------------------------------------------------------------
K-V Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $44.66 million on $5.42 million of net revenues for
the three months ended Dec. 31, 2010, compared with net income of
$108.58 million on $147.48 million of net revenues for the same
period during the prior year.  The Company also reported a net
loss of $115.78 million on $12.10 million of net revenues for the
nine months ended Dec. 31, 2010, compared with a net loss of
$402,000 on $157.02 million of net revenues for the same period
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The quarterly report on Form 10-Q was delayed due to the time
required to complete the filings of the Company's other delayed
reports required to be filed with the SEC, including the Company's
Quarterly Reports on Form 10-Q for the quarters ended Sept. 30,
2009 and Dec. 31, 2009, which were filed on June 10, 2010, the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, which was filed on Dec. 27, 2010, the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010,
which was filed on March 10, 2011 and the Company's Quarterly
Report on Form 10-Q for the quarter ended Sept. 30, 2010, which
was filed on March 22, 2011.

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

                       http://is.gd/HG7qG9

                  About KV Pharmaceutical Company

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


LAW ENFORCEMENT ASSOCIATES: Frost PLLC Raises Going Concern Doubt
-----------------------------------------------------------------
Law Enforcement Associates Corporation filed on March 31, 2011,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Frost, PLLC, in Little Rock, Arkansas, expressed substantial doubt
about Law Enforcement Associates' ability to continue as a going
concern.  The independent auditors noted that the Company has
$1.5 million of outstanding redeemable common stock, a working
capital deficit, incurred significant operating losses and has
limited financial resources.

The Company reported a net loss of $4.19 million on $5.58 million
of sales for 2010, compared with net income of $127,232 on
$11.95 million of sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.55 million
in total assets, $2.49 million in total liabilities, and
stockholders' equity of $59,471.

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

                       http://is.gd/q7DDRv

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

Raleigh, North Carolina-based Law Enforcement Associates
Corporation -- http://www.leacorp.com/-- is a U.S. security and
surveillance technology company that manufactures and markets a
diverse product line to the worldwide law enforcement, military,
security and corrections markets.


LNR PROPERTY: Moody's Puts 'B2' Corporate Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed LNR Property LLC's corporate
family rating and senior secured bank credit facility rating on
review for possible upgrade following the company's announcement
that it intends to refinance its senior secured bank credit
facility with new $365 million senior secured credit facilities.
Moody's also assigned a (P)Ba2 senior secured bank facility rating
to the New Facilities, with a stable outlook.  Moody's stated that
the corporate family rating will likely be rated Ba2 and the
rating on the existing senior secured bank credit facility would
be withdrawn if and when LNR is successful refinances its current
credit facility.

These ratings were placed on review for possible upgrade:

   * LNR Property LLC -- senior secured credit facility at B2;
     corporate family rating at B2

This rating was assigned with a stable outlook:

   * LNR Property LLC -- senior secured credit facilities at
    (P)Ba2

Ratings Rationale

These rating actions reflect the resolution of LNR's maturing
bank facility and improved credit metrics following its
recapitalization in August 2010.  Debt maturities have been
extended, intermediate term liquidity is strong, and cash flow
is improving.  LNR is now well-positioned to re-focus on growing
its special servicing platform and funds businesses.  The rating
also reflects the uncertainty surrounding a definitive business
plan, specifically whether LNR re-enters its traditional lines of
businesses, which may include loan origination and on-balance
sheet real estate investments.  Moody's expects LNR to fund its
growth primarily with free cash flow.  Moody's notes that LNR now
has the financial flexibility to absorb any negative pressure it
might experience in operating performance given its strengthened
capital structure.

Moody's indicated that a further upgrade would be predicated
upon more clarity surrounding LNR's long term business model,
success in profitably growing its servicing and funds management
businesses, and maintenance of a conservative capital structure
consistent with the quality and liquidity of its assets.  A
downgrade could result if LNR has difficulty in growing its
business or adopts a more aggressive, or less transparent,
capital structure.

Moody's last rating action with respect to LNR Property LLC was on
August 5, 2010, when Moody's upgraded LNR's senior secured bank
credit facility and corporate family ratings to B2 from Ca.  The
outlook was stable.

LNR Property LLC's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as (i) the business risk and competitive position of the
company versus others within its industry, (ii) the capital
structure and financial risk of the company, (iii) the projected
performance of the company over the near to intermediate term, and
(iv) management's track record and tolerance for risk.  These
attributes were compared against the issuers both within and
outside of LNR's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.  Other methodologies and factors that may have been
considered in the process of rating LNR Property LLC can also be
found in the Rating Methodologies sub-directory on Moody's web
site.

LNR Property LLC is a real estate investment and management
company headquartered in Miami Beach, Florida, USA.


MAC THE ANTIQUE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mac The Antique Plumber, Inc.
        6325 Elvas Ave
        Sacramento, CA 95819

Bankruptcy Case No.: 11-28413

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: D. Randall Ensminger, Esq.
                  ENSMINGER LAW OFFICES, P.C.
                  110 Gateway Dr #260
                  Lincoln, CA 95648
                  Tel: (916) 434-0220
                  Fax: (916) 434-2530
                  E-mail: jewell@ensmingerlaw.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/caeb11-28413.pdf

The petition was signed by Bryan McIntire, president.


MACCO PROPERTIES: Creditors Panel Wants Dennis Maley as Accountant
------------------------------------------------------------------
The Official Unsecured Creditors' Committee in Macco Properties,
Inc.'s bankruptcy case seeks authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ
Dennis Maley, CPA, as accountant.

The Committee has identified a need for accounting assistance and
determined that it would be beneficial to the Committee and the
unsecured creditors for the Committee to engage an accountant to
advise the Committee in connection with the complex and
interrelated transactions between the Debtor and its affiliates.

The Committee has agreed to compensation of Dennis Maley on an
hourly basis with Mr. Maley at the rate of $200 per hour, plus
reimbursement of reasonable, necessary expenses.

Dennis Maley, sole member of Dennis Maley, assures the Court that
the firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

Ruston C. Welch -- rwelch@welchlawpc.com -- at the Welch Law Firm,
P.C., is the attorney for the official unsecured creditors'
committee.


MACCO PROPERTIES: Objects to Creditors Panel's Hiring of Welch
--------------------------------------------------------------
Macco Properties, Inc., has filed with the U.S. Bankruptcy Court
for the Western District of Oklahoma an objection to the Unsecured
Creditors Committee's employment of Welch Law Firm, P.C., as
counsel.

As reported by the Troubled Company Reporter on March 8, 2011, the
Committee sought and obtained authorization from the Hon. Niles
Jackson of the U.S. Bankruptcy Court for the Western District of
Oklahoma to retain Welch as counsel.  Welch will be paid $260 per
hour for its services.

On March 18, 2011, the Debtor filed an unopposed application for
order for extension of time to respond to the Committee's
application to employ Welch.  On that same day, the Court granted
the Debtor's unopposed application for extension of time.

According to the Debtor, all three of the creditors servicing on
the Committee already have counsel.  "Employment of counsel by the
Committee may only serve to duplicate efforts that may already be
performed by the individual member's counsel," the Debtor says.

The Debtor states that the separate counsel of each unsecured
creditor on the Committee is capable of performing the duties for
their clients and the Committee.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.


MACCO PROPERTIES: Wants Pinkerton as Special Litigation Counsel
---------------------------------------------------------------
Macco Properties, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ
Pinkerton & Finn, P.C., as special litigation counsel.

Pinkerton will:

     a. prepare pleadings, applications, motions, answers, orders,
        reports and other legal papers as may be necessary during
        the conduct of the state court proceedings; and

     b. perform and provide all other and further legal services
        for the Debtors as may be necessary during the conduct of
        the state court proceedings.

The Debtor will compensate Pinkerton at the hourly billing rate of
$295.

To the best of the Debtor's knowledge, Pinkerton is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

Ruston C. Welch -- rwelch@welchlawpc.com -- at the Welch Law Firm,
P.C., is the attorney for the official unsecured creditors'
committee.


MASONITE INT'L: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings since the
company's emergence from Chapter 11 proceedings of B2 Corporate
Family Rating and B2 Probability of Default Rating to Masonite
International Corporation, a wholly-owned subsidiary of Masonite
Inc.  In a related rating action Moody's assigned a B3 rating
to the proposed $250 million senior unsecured notes due 2021.
Proceeds from the notes issuance will be used to return up to
$125 million of capital to existing shareholders with the balance
used for general corporate purposes including financing potential
acquisitions and to pay related fees and expenses. The rating
outlook is stable.

These ratings/assessments were affected by this action:

   * Corporate Family Rating assigned B2;

   * Probability of Default assigned B2; and

   * Senior unsecured notes due 2021 rated B3 (LGD4, 66%).

Ratings Rationale

Masonite's B2 Corporate Family Rating reflects the increased
leverage level following the issuance of the proposed Notes.
Moreover, it incorporates Moody's view that management is
pursuing a relatively aggressive financial policy by distributing
up to $125 million to existing shareholders, reducing financial
flexibility at a time when liquidity preservation is paramount.
This is a significant dividend, which Moody's calculates to be
about five to six years of the company's future free cash flows.
Moody's believes that the new home construction and the repair and
remodeling sectors, the main drivers of the company's revenues,
will experience lackluster growth prospects over the next 12 to 18
months.  Additionally, Masonite will likely pursue larger and more
complex acquisitions than previous purchases as part of its growth
strategy, creating higher degrees of integration risks and
potential for increased working capital requirements.  Although
the company has improved its operating leverage by reducing
headcount, closing underutilized factories, and streamlining its
administrative and manufacturing processes, its operating margins
are expected to remain fragile over the rating horizon.  Moody's
projects EBITA-to-interest expense will be slightly below 1.25
times, but debt-to-EBITDA to be around 4.5 times (ratios adjusted
per Moody's methodology).  Overall, Masonite's debt leverage
credit metrics are in-line with its rating.

The rating is supported by Moody's view that Masonite is well
positioned to economically benefit when its end markets return to
more normalized levels.  It has a significant global footprint
with products across all price points and styles for homes and
commercial applications such as hotels, offices, and schools.  The
company maintains strong, long-standing relationships with "big
box" retailers, which could further strengthen its market position
once the construction sector recovers and demand increases.

The stable outlook reflects Moody's expectation that Masonite will
generate better operating profits, improving interest coverage
ratios to levels that are more appropriate for the rating
category.  Revolving credit facility availability and the absence
of near-term maturities give the company some financial
flexibility to contend with ongoing uncertainties in its end
markets.

Moody's does not anticipate favorable rating pressures over
the intermediate term until the company's end markets improve.
Masonite needs to demonstrate its ability to generate better
levels of earnings and free cash flow, resulting in improved
credit metrics.  Over the longer term, EBITA-to-interest expense
trending towards 3.0 times and debt-to-EBITDA sustained below
4.0 times (all ratios adjusted per Moody's methodology), while
improving its liquidity profile, could result in positive rating
actions.

Masonite must demonstrate that its past cost reduction actions
and acquisitions are resulting in better operating performance
that result in better credit metrics.  EBITA-to-interest expense
trending towards 1.0 times or debt-to-EBITDA nearing 5.0 times
(adjusted per Moody's methodology), further dividends or share
repurchases, or a deteriorating liquidity profile may result in
negative rating pressures.

The B3 rating assigned to the proposed $250 million senior
unsecured notes due 2021, one notch below the corporate family
rating, results from their position as the most junior committed
debt in Masonite's capital structure.

The principal methodologies used in this rating were Global
Manufacturing Industry published in December 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Masonite Incorporated, headquartered in Tampa, FL, through its
operating subsidiaries, is one of the largest manufacturers of
doors in the world.  It offers both interior and exterior doors
for residences and commercial buildings.  Revenues for the 12
months ended Dec. 31, 2010, totaled about $1.4 billion.


MASTER SILICON: Reports $232,979 Net Profit in 2010
---------------------------------------------------
Master Silicon Carbide Industries, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting net profit of $232,979 on $12.95 million of revenue for
the year ended Dec.31, 2010, compared with a net loss of $1.68
million on $1.77 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $27.57 million
in total assets, $9.03 million in total liabilities, $10 million
in redeemable preferred stock-A, $10 million in redeemable
preferred stock -B, and $1.46 million in total stockholders'
deficit.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has cash flow constraints, an accumulated deficit, and has
suffered recurring losses from operations.

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

                        http://is.gd/yhnN5e

                        About Master Silicon

Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
China, produces and sells in China high quality "green" silicon
carbide and lower-quality "black" silicon carbide (together,
hereinafter referred to as "SiC").  SiC is a  non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.


MCMILLAN-NARO: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: McMillan-Naro Condominium, Inc.
        5825 Patton Street
        Corpus Christi, TX 78414

Bankruptcy Case No.: 11-20202

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Nathaniel Peter Holzer, Esq.
                  JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC
                  500 N Shoreline Dr, Suite 900
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  E-mail: ecf@jhwclaw.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 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-20202.pdf

The petition was signed by Edward Naro, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Patton Street Business Park, Inc.      11-20201   04/04/11


MICHAELS STORES: S&P Revises Outlook to Positive, Holds B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Irving, Texas-based Michael Stores Inc. to positive from stable.
"In addition, we affirmed our 'B-' corporate credit rating," S&P
said.

"At the same time, we affirmed our 'B+' issue-level rating (two
notches above the corporate credit rating) on the company's $2.2
billion senior secured term loan B-1 and B-2 tranches.  The
recovery rating of '1' remains unchanged, indicating our
expectation that holders would receive very high (90%-100%)
recovery in the event of a payment default," S&P continued.

"In addition, we affirmed our 'CCC' issue-level ratings (two
notches below the corporate credit rating) on the company's
$800 million 7.75% senior unsecured notes due 2018, $400 million
11.375% senior subordinated notes due 2016, and $250 million 13%
subordinated discount notes due 2016.  The recovery rating
remain unchanged at '6', indicating our expectation that
noteholders would receive negligible (0%-10%) recovery in the
event of a payment default.  (For the complete recovery analysis,
see Standard & Poor's recovery report on Michaels Stores,
published on RatingsDirect on Oct. 8, 2010.)

"The ratings on Michaels Stores reflect our expectations for
modestly higher sales, some widening in operating margins due to
cost-saving initiatives and better product sourcing," said
Standard & Poor's credit analyst Jayne Ross, "resulting in some
strengthening in credit metrics over the near term."  The
company's financial risk profile is highly leveraged given the
substantial amount of debt outstanding, significant upcoming
maturities beginning in October 2013 and beyond, and thin cash
flow protection measures.  "We continue to view the business risk
profile as fair based on the risks associated with its
participation in the competitive and highly fragmented crafts
industry, the challenges of managing new-store growth, weak
consumer spending, and the substantial seasonality in its
quarterly operating performance (skewed heavily to the fourth
quarter)," S&P added.


MIDWAY RAYFORD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Midway Rayford Partners, L.P.
        800 Town & Country Boulevard, Suite 200
        Houston, TX 77024

Bankruptcy Case No.: 11-33024

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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 Bradley R. Freels, director and
president of Midway Rayford, Inc., general partner.

Affiliates that simultaneously filed separate Chapter 11 petitions
on April 4, 2011:

        Entity                        Case No.
        ------                        --------
Midway Eastside Partners, L.P.        11-33046
Midway Metro Partners, L.P.           11-33051
Midway Rice Partners, L.P.            11-33056
Midway LT, L.P.                       11-33062


MITOO CORPORATION: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mitoo Corporation
        dba Apple Jack
        dba 7 Days Beer and Wine
        dba Bottle Locker
        3427 Merrifield
        Dallas, TX 75223

Bankruptcy Case No.: 11-32373

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Patrick Wright, Esq.
                  LAW OFFICE OF PARTRICK WRIGHT
                  10888 Shady Trail
                  Dallas, TX 75220
                  Tel: (214) 745-1080
                  Fax: (214) 745-1140
                  E-mail: patrick@wrightfirm.com

Scheduled Assets: $908,350

Scheduled Debts: $1,595,287

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-32373.pdf

The petition was signed by Chong S. Na, president.


MMFX CANADIAN: Court Okays Pachulski Stang as Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors of MMFX
Canadian Holdings Inc. and its debtor-affiliates to retain
Pachulski Stang Ziehl & Jones LLP as its counsel to assist, advise
and represent the Committee in its consultations.

The firm will charge the Debtor's estate based on the hourly rates
of its professionals:

   Attorneys                        Billing Rate
   ---------                        ------------
   Richard M. Pachulski, Esq.       $950
   James I. Stang, Esq.             $895
   Dean A. Ziehl, Esq.              $895
   Laura Davis Jones, Esq.          $895
   Robert J. Feinstein, Esq.        $895
   Jeremy V. Richards, Esq.         $850
   Robert B. Orgel, Esq.            $850
   Ira D. Kharasch, Esq.            $850
   Alan J. Kornfeld, Esq.           $825
   Richard J. Gruber, Esq.          $825
   Andrew W. Caine, Esq.            $825
   Debra Grassgreen, Esq.           $795
   Henry C. Kevane, Esq.            $795
   Jeffrey N. Pomerantz, Esq.       $795
   Linda F. Cantor, Esq.            $795
   John A. Morris, Esq.             $795
   David J. Barton, Esq.            $775
   Stanley E. Goldich, Esq.         $775
   David M. Bertenthal, Esq.        $775
   Iain A.W. Nasatir, Esq.          $750
   Kenneth H. Brown, Esq.           $750
   John D. Fiero, Esq.              $725
   James E. Mahoney, Esq.           $725
   James K.T. Hunter, Esq.          $725
   Samuel R. Maizel, Esq.           $725
   Steven J. Kahn, Esq.             $725
   Ellen M. Bender, Esq.            $725
   Daryl G. Parker, Esq.            $725
   Bruce Grohsgal, Esq.             $705
   Maxim B. Litvak, Esq.            $675
   Bradford J. Sandler, Esq.        $675
   Shirley S. Cho, Esq.             $650
   Harry D. Hochman, Esq.           $650
   Victoria A. Newmark, Esq.        $650
   James E. O'Neill, Eq.            $650
   Joshua M. Fried, Esq.            $650
   Jeffrey W. Dulberg, Esq.         $625
   Maria Bove, Esq.                 $625
   Scotta E. McFarland, Esq.        $595
   Gina F. Brandt, Esq.             $595
   Jonathan J. Kim, Esq.            $595
   Malhar S. Pagay, Esq.            $595
   Jeffrey Kandel, Esq.             $595
   Michael R. Seidl, Esq.           $595
   Jason S. Pomerantz, Esq.         $595
   Mary D. Lane, Esq.               $575
   Gail S. Greenwood, Esq.          $575
   Robert M. Saunders, Esq.         $575
   Beth E. Levine, Esq.             $575
   Jeffrey P. Nolan, Esq.           $575
   Nina L. Hong, Esq.               $575
   Curtis A. Hehn, Esq.             $575
   Gabriella A. Rohwer, Esq.        $575
   Erin Gray, Esq.                  $550
   Gillian N. Brown, Esq.           $550
   William L. Ramseyer, Esq.        $550
   Pamela E. Singer, Esq.           $550
   Miriam Khatiblou, Esq.           $550
   Ilan D. Scharf, Esq.             $550
   Elissa A. Wagner, Esq.           $525
   Timothy P. Cairns, Esq.          $495
   John W. Lucas, Esq.              $495
   Kathleen P. Makowski, Esq.       $475
   Teddy M. Kapur, Esq.             $475
   Cia H. Mackle, Esq.              $425
   Jason H. Rosell, Esq.            $395
   Peter J. Keane, Esq.             $345

   Paralegals                       Billing Rate
   ----------                       ------------
   Denise A. Harris                 $255
   Kathleen F. Finlayson            $255
   Beth D. Dassa                    $255
   Shawn A. Quinlivan               $255
   Patricia J. Jeffries             $255
   Monica A. Molitor                $255
   Felice S. Harrison               $255
   Jorge Rojas                      $250
   Louise Tuschak                   $245
   Karina K. Yee                    $245
   Patricia E. Cuniff               $245
   Margaret L. Oberholzer           $245
   Cheryl A. Knotts                 $235
   Michael A. Matteo                $220
   Thomas J. Brown                  $220
   Kati L. Suk                      $200
   John F. Bass                     $175
   Andrew C. Sahn                   $175

   Law Library Dir.                 Billing Rate
   ----------------                 ------------
   Leslie A. Forrester              $275

   Law Clerks/Clerks                Billing Rate
   -----------------                ------------
   Rita M. Olivere                  $175
   Sheryle L. Pitman                $175
   Dina K. Whaley                   $175
   Beatrice M. Koveleski            $175
   Charles J. Bouzoukis             $165
   Andrea R. Paul                   $165
   Karen S. Neil                    $165

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

                            About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 (Bankr. C.D.
Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5, 2010.  Margaret
M. Mann, Esq., at Sheppard Mullin Richter & Hampton LLP assists
the Debtors in their restructuring efforts.  MMFX Int'l and MMFX
Canadian estimated assets and debts both ranging from $50,000,001
to $100,000,000 as of the Chapter 11 filing.


MMRGLOBAL INC: Rose Snyder Raises Going Concern Doubt
-----------------------------------------------------
MMRGlobal, Inc., filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about MMRGlobal's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.2 million
in total assets, $6.6 million in total liabilities, and a
stockholders' deficit of $4.4 million.

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

                       http://is.gd/CY3KIS

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.


MOOD MEDIA: Moody's Puts 'B2' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Mood
Media Corporation (Mood Media) of B2 corporate family rating, B3
probability of default, B1 first lien (LGD2, 23%), Caa1 second
lien (LGD4, 68%), and SGL-3 liquidity rating.  The outlook is
stable.  The credit facilities are being put in place to finance
the pending acquisition of Muzak Holdings LLC for US$345 million
including net debt to be repaid on closing.

Assignments:

   Issuer: Mood Media Corporation

   Corporate Family Rating: Assigned B2

   Probability of Default Rating: Assigned B3

   Senior Secured Credit Facility: Assigned B1 (LGD2, 23%)

   Second Lien Credit Facility: Assigned Caa1 (LGD4, 68%)

   Speculative Grade Liquidity Rating: Assigned SGL-3

   Outlook: Assigned Stable

Ratings Rationale

Mood Media's B2 CFR rating is influenced primarily by the leverage
and coverage measures that result from the company's pending
acquisition of Muzak, a provider of music to retail/commercial
customers in the U.S.  As well, the company has an entrepreneurial
management team, has a relatively limited operating history which
has featured a series of recent acquisitions and business
combinations, and continues to be in a growth phase that may
result in additional acquisition or business combination activity.
Consequently, while estimated pro forma leverage and coverage are
only modestly aggressive and a combination of product line
expansion and increased market penetration may facilitate
significant organic growth, until there is a track record of both
debt repayment and a stable business platform, Moody's anticipates
that EBITDA expansion will be approximately equal with that of the
general economy.  Moody's also expects that should management
achieve higher growth, that excess cash flow may be channeled
towards business expansion rather than debt repayment and de-
leveraging.  At the same time, Moody's expects that there should
not be much downside to achieving modest positive free cash flow
given established customer relationships and the stable nature of
repetitive subscriptions.  Moody's also recognizes Mood's strong
market share in retail/commercial music in both Europe and now the
U.S.

Rating Outlook

The ratings outlook is stable. Pending debt repayment and the
business model stabilizing, it is presumed that leverage and
coverage measures will remain in a range which, for a small media
services company, are indicative of a B2 CFR.

What Could Change the Rating -- Up

Given the company's very limited operating history and the
volatility in its business model , a near term ratings upgrade is
not expected.  However, should the business model stabilize and
should free cash flow be used to repay debt, positive outlook and
ratings actions would be considered if Moody's expected the
Debt/EBITDA to be sustained below 3.5x with FCF/Debt of no worse
than 7.5%.

What Could Change the Rating -- Down

Should the company encounter setbacks integrating Muzak, or should
liquidity deteriorate materially, or should a debt-financed
acquisition transpire, downwards rating pressure would result.  As
well, were Debt/EBITDA to increase beyond 5.0x, adverse outlook
and ratings pressure would result.

The principal methodologies used in this rating were Probability
of Default Ratings and Loss Given Default Assessments published in
June 2009, Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009 and
Speculative Grade Liquidity Ratings Published in September 2002.

Should the company encounter setbacks integrating Muzak, or should
liquidity deteriorate materially, or should a debt-financed
acquisition transpire, downwards rating pressure would result.  As
well, were Debt/EBITDA to increase beyond 5.0x, adverse outlook
and ratings pressure would result.


MORTGAGEBROKERS.COM: Delays Filing of 2010 Annual Report
--------------------------------------------------------
MortgageBrokers.com Holdings, 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 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 MortgageBrokers.com Holdings

Based in Toronto, Canada, MortgageBrokers.com Holdings,
Inc., provides mortgage brokerage services in the Canadian
provincial markets of Newfoundland, Nova Scotia, New Brunswick,
Prince Edward Island, Ontario, Saskatchewan and Alberta.

The Company's balance sheet at Sept. 30, 2010, showed $1.35
million in total assets, $2.13 million in total liabilities, and a
stockholders' deficit of $775,734.

As reported in the Troubled Company Reporter on April 22, 2010,
McGovern, Hurley, Cunningham, LLP, in Toronto, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's operating losses, negative working
capital, and total capital deficiency.


MPG OFFICE: Disposes of Non-Core Assets; Eliminates $33.8MM Debt
----------------------------------------------------------------
MPG Office Trust, Inc., stated it is continuing to implement its
strategic plan to own and manage a core set of assets, reduce and
modify the Company's obligations, and enhance long-term value for
stockholders.

On March 31, 2011, following notices from the Company, the
mortgage loans on U.S. Bank Tower and Wells Fargo Tower were
placed into special servicing.  This step permits the Company to
engage in discussions with the respective special servicers
regarding these mortgages.  The Company also delivered a notice of
imminent default to the master servicer for the mortgage loan on
Gas Company Tower requesting it be placed in special servicing.
The mortgage loans secured by these assets are not in default.

On April 1, 2011, the Company completed the disposition of 701 N.
Brand in Glendale, California to the project's lender and largest
tenant, California Credit Union.  As part of the disposition,
California Credit Union provided the Company with a cash payment
and retained the Company as property manager for the asset for a
period of up to 18 months.  The disposition of this non-core asset
eliminated the $33.8 million of debt secured by the property.

The Company remains optimistic about the prospects for Downtown
Los Angeles as a whole and for its core portfolio.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.77 billion
in total assets, $3.81 billion in total liabilities and $1.04
billion in total deficit.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MUKAT INC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mukat Inc.
        dba Quality Inn & Suites
        311 East Gaulbert Avenue
        Louisville, KY 40208

Bankruptcy Case No.: 11-31702

Chapter 11 Petition Date: April 3, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: R. Eric Craig, Esq.
                  HAYDEN & CRAIG, PLLC
                  718 West Main Street Suite 202
                  Louisville, KY 40207
                  Tel: (502) 638-2836
                  Fax: (502) 805-0705
                  E-mail: eric@haydencraig.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb11-31702.pdf

The petition was signed by Arvind Patel, president.

Affiliates that previously sought bankruptcy protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Manju And Arvind Patel                 10-34914   09/15/10
Sonal Enterprises                      10-30919   12/30/10


M-WISE INC: Incurs $1.94 Million Net Loss in 2010
-------------------------------------------------
m-Wise, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss
and comprehensive loss of $1.94 million on $2.76 million of sales
for the year ended Dec. 31, 2010, compared with net earnings and
comprehensive income of $82,985 during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $716,052 in
total assets, $2.21 million in total liabilities, and a
$1.49 million stockholders' deficit.  Stockholders' deficit was
$868,610 at Sept. 30, 2010.

SF Partnership, LLP, in Toronto, Canada, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/VPm5nJ

                         About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.


NBC ACQUISITION: Weak Liquidity Cues S&P's CCC Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Lincoln, Neb.-based NBC Acquisition Corp. and its
wholly owned operating subsidiary Nebraska Book Co. Inc. to 'CCC'
from 'B-'.  The 'CCC' rating indicates that, in S&P's opinion,
NBC Acquisition is vulnerable to default.  The outlook is
developing.

"In addition, we lowered the issue-level rating on the company's
$75 million asset-based revolving credit facility due May 31,
2012, to 'B-' (two notches above the corporate credit rating) from
'B+'.  The recovery rating is '1', indicating our expectation for
very high (90%-100%) recovery in the event of payment default,"
S&P said.

S&P continued, "Also, we lowered the rating on Nebraska Book's
$200 million 10% senior secured notes due 2011 to 'CCC+' (one
notch above the corporate credit rating) from 'B'.  The recovery
rating is '2', indicating our expectation for very high (70%-90%)
recovery in the event of payment default."

"Finally, we lowered the ratings on Nebraska Book's $175 million
subordinated notes due 2012 and NBC Acquisition's $77 million
subordinated notes due 2013 to 'CC' (two notches below the
corporate credit rating) from 'CCC'.  The recovery ratings on the
issues are '6', indicating our expectation of negligible (0-10%)
recovery in the event of a payment default," S&P related

"The ratings on NBC Acquisition and its subsidiary, Nebraska Book
Co., reflect weak liquidity, given our opinion that the company
needs to refinance its debt or restructure because of near-term
maturities," said Standard & Poor's credit analyst Jayne Ross.
This may be somewhat difficult given that the company's
results are highly seasonal (September quarter is the strongest)
and, in our view, operating results have been weak over the past
several quarters," S&P noted.

"Overall, we view its financial risk profile as highly leveraged,
given the substantial amount of debt outstanding, upcoming
maturities, modest cash flow, and thin cash flow protection
measures.  In addition, we assess the business risk profile as
vulnerable because of its relatively small size, highly seasonal
operating results, increasing competition, lack of business
diversification, and a weak economic environment," S&P added.


NEDAK ETHANOL: Incurs $2.08 Million Net Loss in 2010
----------------------------------------------------
Nedak Ethanol, LLC, filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$2.08 million on $94.77 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $9.23 million on
$67.53 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $88.88 million
in total assets, $55.35 million in total liabilities, and
$33.53 million in total members' equity.

McGladrey & Pullen, LLP, in Sioux Falls, South Dakota, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that there is
uncertainty as to the Company's ability to cure credit agreement
defaults and, therefore, to secure additional funds needed to fund
ongoing operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/FnAuI1

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.


NEW SAIGON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Saigon Development, LLC
        9950 Westpark Drive, Suite 600
        Houston, TX 77063

Bankruptcy Case No.: 11-32968

Chapter 11 Petition Date: April 4, 2011

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

Judge: Karen K. Brown

Debtor's Counsel: Alan Sanford Gerger, Esq.
                  DUNN NEAL ET AL
                  3050 Post Oak Blvd., Suite 400
                  Houston, TX 77056
                  Tel: (713) 403-7400
                  Fax: (713) 960-0204
                  E-mail: asgbkp@dnglegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-32968.pdf

The petition was signed by Keith Truong, manager.


NNN 2003: Sevens Building Sold to GECE for $17.40 Million
---------------------------------------------------------
NNN 2003 Value Fund, LLC said in its current report on Form 8-K
filed on Nov. 4, 2010, that it was in default of a loan that the
Company, through NNN VF 7777 Bonhomme Avenue, LLC, the Company's
wholly owned subsidiary, had entered into with General Electric
Capital Corporation, or the lender, on Oct. 25, 2007, in
connection with the Company's purchase of Sevens Building, located
in St. Louis, Missouri, due to non-payment of the outstanding
principal balance upon maturity of the loan on Oct. 31, 2010.  The
loan with the lender was evidenced by a loan agreement and a non-
recourse promissory note in the original principal amount of
$23,500,000 and was secured by a deed of trust, security agreement
and fixture filing, or the loan agreement.

As noted in the Company's annual report on Form 10-K filed on
March 18, 2011, the Company had received a letter from the lender
on March 7, 2011, indicating that the lender had initiated a
foreclosure action on the Sevens Building property pursuant to the
Company's default of the loan agreement and that a successor
trustee had been appointed by the lender to conduct a public
auction for the sale of the Sevens Building property on March 25,
2011.

On March 25, 2011, the successor trustee appointed by the lender
conducted a public auction and sold the Sevens Building property
to General Electric Credit Equities, an entity affiliated with the
lender, or the buyer, for a sale price of $17,400,000.  As a
result of the sale, the Company's 100% ownership interest in the
Sevens Building property was sold and conveyed to the buyer and a
trustee's deed was recorded on the Sevens Building property in
favor of the buyer.  The Company did not receive any cash proceeds
from the sale of the property as the sale price was less than the
outstanding principal balance of the loan, which was $21,494,000
at the time of the sale.  The Company's manager, Grubb & Ellis
Realty Investors, LLC, was not paid a disposition fee in
connection with the sale of the property.

                           About NNN 2003

Santa Ana, Calif.-based NNN 2003 Value Fund, LLC, was formed as a
Delaware limited liability company on June 19, 2003.  The Company
was organized to acquire, own, operate and subsequently sell its
ownership interests in a number of unspecified properties believed
to have higher than average potential for capital appreciation, or
value-added properties.  Grubb & Ellis Realty Investors, LLC,
serves as the Fund's manager, pursuant to the terms of an
operating agreement.

The Company reported a consolidated net loss of $493,000 on
$6.85 million of rental revenue of operations held for non-sale
disposition for the year ended Dec. 31, 2010, compared with a
consolidated net loss of $9.09 million on $6.95 million of rental
revenue of operations held for non-sale disposition during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$32.68 million in total assets, $44.75 million in total
liabilities, and a $12.07 million total deficit.

Ernst & Young LLP, in its March 18, 2011 report accompanying the
Form 10-K report, noted that the Company has incurred recurring
losses and has a working capital deficiency.  In addition, the
Company has not complied with certain covenants of loan agreements
and does not have sufficient cash flow to repay mortgage loans
that are past due and in default.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


NUMOBILE INC: Incurs $2.99 Million Net Loss in 2010
---------------------------------------------------
NuMobile, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$2.99 million on $403,331 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $1.50 million on $177,815 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.82 million
in total assets, $9.32 million in total liabilities, and a
$5.50 million total stockholders' deficit.

Gruber and Company, LLC, in Lake St. Louis, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a net loss of $2.99 million, used cash for operations
of $564,669 for the year ended Dec. 31, 2010, has an accumulated
deficit of $12.34 million as of Dec. 31, 2010 and has a working
capital deficit of $9.29 million as of Dec. 31, 2010.

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

                        About Numobile Inc.

Louisville, Ky.-based NuMobile, Inc. (OTC BB: NUBL) currently
conducts its operations through its subsidiaries Enhance Network
Communications, Inc. and Stonewall Networks, Inc.  Enhance
provides a wide variety of services from infrastructure architect
to software as a service supplier.  Stonewall Networks has built
the Cornerstone Security Policy Manager.  Cornerstone, a
centralized IT security policy manager, is an engine for security
policy modeling, implementation, monitoring, enforcement, and
auditing.


NXT NUTRITIONALS: Incurs $17.40 Million Net Loss in 2010
--------------------------------------------------------
NXT Nutritionals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $17.40 million on $187,516 of sales for the year ended
Dec. 31, 2010, compared with a net loss of $23.95 million on
$905,728 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.24 million
in total assets, $14.79 million in total liabilities, and a
$12.55 million total stockholders' deficit.

Berman & Company, P.A, in Boca Raton, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
$17,402,736 and net cash used in operations of $3,035,079 for the
year ended Dec. 31, 2010; and a working capital deficit and
stockholders' deficit of $11,076,205 and $12,547,616,
respectively, at Dec. 31, 2010,

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

                       About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.


NXT NUTRITIONALS: Delays 29-Mil. Shares Registration
----------------------------------------------------
NXT Nutritionals Holdings, Inc., filed with the U.S. Securities
and Exchange Commission an Amendment No. 1 to its Form S-1
registration statement relating to the resale by selling security
holders of 29,188,876 shares of the Company's common stock, $0.001
par value, including (i) 22,670,972 shares of common stock
issuable upon conversion of the principal amount of the Notes and
(ii) 6,517,904 shares of common stock issuable upon exercise of
the Series C Warrants, which were issued in the private placement
closed on Feb. 26, 2010.

The Company amends the Registration Statement to delay its
effective date until the Company will file a further amendment
which specifically states that the Registration Statement will
thereafter become effective.

The Company is not selling any shares of its common stock in this
offering and, as a result, the Company will not receive any
proceeds from the sale of the common stock covered by this
prospectus.  All of the net proceeds from the sale of the
Company's common stock will go to the selling security holders.
The Company may, however, receive proceeds in the event that some
or all of the Warrants held by the selling security holders are
exercised for cash.

The selling security holders may sell common stock from time to
time at prices established on the OTCBB or as negotiated in
private transactions, or as otherwise described under the heading
"Plan of Distribution."  The common stock may be sold directly or
through agents or broker-dealers acting as agents on behalf of the
selling security holders.  The selling security holders may engage
brokers, dealers or agents who may receive commissions or
discounts from the selling security holders.  The Company will pay
all the expenses incident to the registration of the shares;
however, the Company will not pay for sales commissions or other
expenses applicable to the sale of its common stock registered
hereunder.

The Company's common stock is quoted on the OTCBB under the symbol
"NXTH.OB."  On Dec. 28, 2010, the closing bid price of the
Company's common stock was $0.23 per share.  These prices will
fluctuate based on the demand for the Company's common stock.

A full-text copy of the prospectus, as amended, is available for
free at http://is.gd/66ePZr

                      About NXT Nutritionals

Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) -
- http://www.nxtnutritionals.com/-- through its  wholly owned
subsidiary NXT Nutritionals, Inc., is engaged in developing and
marketing of a proprietary, patent-pending, all-natural sweetener
sold under the brand name SUSTA(TM) and other food and beverage
products.  SUSTA(TM) is being sold as a stand-alone product and it
is the common ingredient for all of the Company's products.

The Company reported a net loss of $17.40 million on $187,516 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $23.95 million on $905,728 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.24 million
in total assets, $14.79 million in total liabilities and $12.55
million in total stockholders' deficit.

Berman & Company, P.A, in Boca Raton, Fla., in its March 31, 2011
report accompanying the 2010 Annual Report, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
$17,402,736 and net cash used in operations of $3,035,079 for the
year ended Dec. 31, 2010; and a working capital deficit and
stockholders' deficit of $11,076,205 and $12,547,616,
respectively, at Dec. 31, 2010,


OLD AUGUSTA: Commissioners Face Fraud & Negligence Suit
-------------------------------------------------------
The Savannah Morning News reports that Benjamin Roach, as chapter
7 bankruptcy trustee for Darrell Morgan, has filed a motion to add
Commissioner Reggie Loper and former Commissioners Hubert Sapp,
Myra Lewis, Jeffrey Utley and Verna Phillips, along with Crawley,
to a suit filed in Effingham County Superior Court on behalf of
Mr. Morgan in January.

According to the report, the suit alleges county promises to
bring water and sewer infrastructure to his property were
"misrepresentations" and constitute fraud and negligence.

Attorneys for the Old Augusta Development Group also filed a
motion in U.S. Bankruptcy Court, in a suit similar to
Mr. Morgan's, to add Commissioner Sapp, along with newly elected
Commissioners Vera Jones, Phil Kieffer and Steve Mason.  The
motion also asks to add Crawley and County Engineer Steve Liotta.

The report says both complaints allege they each relied on county
promises to bring water and sewer to their property in purchasing
the land.  Mr. Morgan's complaint also alleges the false
representations by the county to provide the infrastructure were
made to induce he and others to provide letters of credit to help
the county obtain loans from the Georgia Environmental Finance
Authority.

Based in Rincon, Georgia, Old Augusta Development Group, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ga. Case
No. 10-41302) on June 23, 2011.  James L. Drake, Jr., Esq.,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.

Darrell Trent Morgan filed a Chapter 11 petition (Bankr. S.D. Ga.
Case No. 09-41270) on June 17, 2009, scheduling assets of
$1,906,369 and liabilities of $3,213,701 as of the Chapter 11
filing.  J. Michael Hall, Esq., at Hall & Kirkland, PC, in
Statesboro, Georgia, serves as counsel to the Debtor.


OMNICOMM SYSTEMS: Incurs $3.13 Million Net Loss in 2010
-------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $3.13 million on $12.42 million of total revenues for the
year ended Dec. 31, 2010, compared with a net loss of
$8.07 million on $9.55 million of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $4.12 million
in total assets, $21.93 million in total liabilities, and a
$17.81 million total shareholders' deficit.

Greenberg & Company LLC, in Springfield, New Jersey, noted that
the Company has incurred losses and has a net capital deficiency
that 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/FYPJR0

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.


ONE RENAISSANCE: Wants to Use Wells Fargo's Cash Collateral
-----------------------------------------------------------
One Renaissance LLC asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina for authority to use cash collateral
Wells Fargo Bank, N.A., successor by merger to Wells Fargo Bank
Minnesota, N.A., as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001-CK1.

A hearing is set for April 11, 2011, at 10:30 a.m. to consider the
Debtor's request.

The Debtor tells the Court that it will require necessary funds
for operating its business and other expenses.  The Debtor will
provide a budget specifying these expenses.  The Debtor represents
that a reorganization and continuation of its operations will
generate the greatest source of funds for creditors, including
secured creditors.  The Debtor will require access to the cash
collateral generated by its operations in order to allow it to
remain in business.

The Debtor and Wells Fargo are parties to that certain Note and
Deed of Trust and Security Agreement Collateral Includes Fixtures,
executed on December 15, 2000 and recorded on Dec. 15, 2000.

The Debtor proposes to grant Wells Fargo a security interest in
and to any and all leases affecting the property all rents,
issues, profits, revenue, income and other benefits and rights
arising out of, attributable to or generated from all or a portion
of the Property from the use, occupancy, operating or management
thereof or from the leases.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  Jason L. Hendren, Esq., at Hendren &
Malone, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


ONE RENAISSANCE: Has Until June 7 to File Chapter 11 Plan
---------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina set June 7, 2011, as deadline
for One Renaissance LLC to file a disclosure statement explaining
a Chapter 11 plan.  A status conference hearing is set for
April 4, 2011, at 10:30 a.m., at Wilson Courtroom.

Raleigh, North Carolina-based One Renaissance, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-
01793) on March 9, 2011.  Jason L. Hendren, Esq., at Hendren &
Malone, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


OSI RESTAURANT: Swings to $27.8-Mil. Profit in 2010
---------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting net
income of $27.84 million on $3.62 billion of total revenues for
the year ended Dec. 31, 2010, compared with a net loss of
$54.40 million on $3.60 billion of total revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed $2.48 billion
in total assets, $2.56 billion in total liabilities, and a
$77.93 million total deficit.

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

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.


PARKWAY NORTH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Parkway North, Inc.
        fka Transcontinental Westgrove, Inc.
        1750 Valley View Lane, Ste. 440
        Dallas, TX 75234

Bankruptcy Case No.: 11-32294

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Ste. 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.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 Ronald F. Akin, president.


PARK OHIO: Moody's Corrects April 1 Release, Assigns B3 Rating
--------------------------------------------------------------
Moody's Investors Service has corrected an April 1 release on
Park-Ohio Industries, Inc., substituting 'B2' for 'B3' for
Corporate Family Rating and Probability of Default Rating in the
list of ratings affirmed.  The revised release is:

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.  Refer to
Moody's press release on Park-Ohio dated March 10, 2011, for
additional rating rationale information.

These summarizes 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 B2

   -- Probability of Default Rating at B2

   -- $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.


PARRIS PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Parris Properties, L.L.C.
        740 Winterville Road
        Athens, GA 30605

Bankruptcy Case No.: 11-30583

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  HARRIS & LIKEN, L.L.P.
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  E-mail: ehlaw@bellsouth.net

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gamb11-30583.pdf

The petition was signed by Kenneth O. Parris, member/manager.


PATTON STREET: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Patton Street Business Park, Inc.
        5825 Patton Street
        Corpus Christi, TX 78414

Bankruptcy Case No.: 11-20201

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Nathaniel Peter Holzer, Esq.
                  JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC
                  500 N Shoreline Dr, Suite 900
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  E-mail: ecf@jhwclaw.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-20201.pdf

The petition was signed by Edward Naro, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
McMillan-Naro Condominium, Inc.        11-20202   04/04/11


PENN VIRGINIA: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Radnor, Pa.-based exploration and production (E&P) company Penn
Virginia Corp. (PVA) to negative from stable.

"At the same time, we affirmed the 'BB-' corporate credit rating
on the company.  We also assigned a 'BB-' issue rating to the
company's proposed $250 million senior unsecured notes due 2019.
The recovery rating on this debt is '3', indicating our
expectation of meaningful (50% to 70%) recovery in the event
of a payment default," S&P said.

"The rating action reflects the likelihood of weakened financial
performance over the course of 2011 due to poor natural gas
prices," said Standard & Poor's credit analyst Patrick Y. Lee.
With the increased debt and poor natural gas pricing environment,
PVA will see deteriorating credit metrics that it will be unable
to offset financially because of its substantial reliance on
natural gas (more than 80% of total 2010 production and about 75%
of expected 2011 production).

"The ratings on Penn Virginia Corp. reflect the oil and gas E&P
industry's highly capital-intensive and cyclical nature, PVA's
limited scale and product diversity, negative free cash flow,
aggressive debt leverage and our view that U.S. natural gas prices
are likely to remain weak in the near to intermediate term.  The
ratings also take into account PVA's positions in industry-leading
plays and its adequate liquidity," S&P continued.

The outlook is negative, reflecting the company's deteriorating
credit metrics and the poor natural gas pricing environment.  "We
could lower the rating if credit measures continue to worsen and
if debt to EBITDAX approaches 3.5x.  We could stabilize the rating
if natural gas prices markedly improve or if substantial
deleveraging occurs so that leverage falls below 3x on a sustained
basis.  In light of the asset base and poor natural gas prices,
the likelihood of an upgrade is minimal unless scope and size
substantially increase and credit metrics materially improve," S&P
noted.


PHYSICAL PROPERTY: Incurs HK$640,000 Net Loss in 2010
-----------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss and total comprehensive loss of HK$640,000 on HK$765,000 of
rental income for the year ended Dec. 31, 2010, compared with a
net loss and total comprehensive loss of HK$899,000 on HK$602,000
of rental income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$HK$10.68 million in total assets, HK$11.17 million in total
liabilities, and a $HK$493,000 stockholders' deficit.

Mazars CPA Limited, in Hongkong, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2010 financial results.  The independent auditors
noted that the Company had a negative working capital as of
Dec. 31, 2010 and incurred loss for the year then ended.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/DY91xb

Physical Property Holdings Inc. (formerly known as Physical Spa &
Fitness Inc.), through its wholly-owned subsidiary Good Partner
Limited, owns five residential apartments located in Hong Kong.
The Company was incorporated on September 21, 1988, under the laws
of the United States of America.


PLATINUM ENERGY: Delays Filing of 2010 Annual Report
----------------------------------------------------
Platinum Energy Resources, 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.  On
Nov. 24, 2010, Maverick Engineering, Inc., a wholly owned
subsidiary of the Company filed bankruptcy under Chapter 11 of the
Bankruptcy Code.  The Company is unable to file, without
unreasonable effort and expense, its Form 10-K because the Company
and its auditors have not yet completed their review of the
segregated financial statements.

The Company intends to have the Form 10-K filed as soon as
practicable, and in no event later than the fifteenth calendar day
following the prescribed due date.

                      About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through Sept. 30, 2010.  At
Sept. 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


POINT BLANK: Seeks to Hire Baker & McKenzie as Counsel
------------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions' official
committee of equity security holders filed with the U.S.
Bankruptcy Court a motion to retain Baker & McKenzie (Contact:
Carmen Lonstein) as counsel for these hourly rates:

    * partner at $500 to $1000,
    * of counsel at $400 to $700,
    * associate at $295 to $600, and
    * paraprofessional at $100 to $300.

                          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.


PURADYN FILTER: Delays Filing of 2010 Annual Report
---------------------------------------------------
Puradyn Filter Technologies Incorporated 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 additional time is required to insure that a
complete filing is submitted.

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs,
manufactures, markets and distributes worldwide the puraDYN(R)
bypass oil filtration system for use with substantially all
internal combustion engines and hydraulic equipment that use
lubricating oil.

The Company's balance sheet at Sept. 30, 2010, showed total assets
of $1,996,583, total liabilities of $7,984,914, and a
stockholders' deficit of $5,988,331.

                        Going Concern Doubt

Webb and Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2009.  The independent auditors
noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.


PURSELL HOLDINGS: Creditors Have Until May 2 to File Claims
-----------------------------------------------------------
The Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the
Western District of Missouri set May 2, 2011, as deadline for
creditors of Pursell Holdings LLC to file proofs of claim.

All claims must be filed at:

   U.S. Bankruptcy Court
   Charles Evans Whittaker Courthouse
   400 East 9th Street, Room 1510
   Kansas City, MO 64106

                      About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.


PURESPECTRUM INC: Delays Filing of 2010 Annual Report
-----------------------------------------------------
PureSpectrum, Inc., informed the U.S. Securities and Exchange
Commission that its annual report could not be filed within the
prescribed time period due to the Company requiring additional
time to prepare and review the annual report for the period ended
Dec. 31, 2010.  Such delay could not be eliminated by the Company
without unreasonable effort and expense.  In accordance with Rule
12b-25 of the Securities Exchange Act of 1934, the Company will
file its Form 10-K no later than fifteen calendar day following
the prescribed due date.

                      About PureSpectrum, Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.

The Company's balance sheet at Sept. 30, 2010, showed
$1.14 million in total assets, $2.75 million in total current
liabilities, $363,350 in total long-term liabilities, and a
stockholders' deficit of $1.97 million.


QWEST COMMUNICATIONS: Common Stock Delisted From NYSE
-----------------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Qwest Communications International Inc.'s common
stock.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RALPH FAIR: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ralph Fair, LLC
        20079 Stone Oak Parkway, Suite 1105-430
        San Antonio, TX 78258

Bankruptcy Case No.: 11-51209

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Robert L. Barrows, Esq.
                  WARREN, DRUGAN & BARROWS, P.C.
                  800 Broadway
                  San Antonio, TX 78215
                  Tel: (210) 226-4131
                  Fax: (210) 224-6488
                  E-mail: rbarrows@wdblaw.com

Scheduled Assets: $1,836,000

Scheduled Debts: $1,431,939

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-51209.pdf

The petition was signed by George Atallah, president.


REAL ESTATE ASSOCIATES: Reports $171,000 Net Income in 2010
-----------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting
net income of $171,000 on $0 of interest income for the year ended
Dec. 31, 2010, compared with a net loss of $691,000 on $2,000 of
interest income during the prior year.  Net profit generate in
2010 was on account of investments in limited partners.

The Company's balance sheet at Dec. 31, 2010 showed $1.52 million
in total assets, $20.80 million in total liabilities and a
$19.28 million partners' deficit.

Ernst & Young LLP, in Greenville, South Carolina, expressed
substantial doubt about the Partnership's ability to continue as a
going concern.  According to the independent auditors, the
Partnership continues to generate recurring operating losses.  In
addition, notes payable and related accrued interest totaling
approximately $15,738,000 are in default due to non-payment.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/C5AdiZ

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The principal business of the Partnership is to invest, directly
or indirectly, in other limited partnerships which own or lease
and operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and Dec. 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and Dec. 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

Real Estate Associates reported a net loss of $215,000 on zero
revenue for the three months ended Sept. 30, 2010, compared with a
net loss of $225,000 on zero revenue for the same period a year
ago.

Real Estate's balance sheet at Sept. 30, 2010, showed
$1.62 million in total assets, $20.62 in total liabilities, and a
stockholders' deficit of $19.00 million.


REALOGY CORP: Files Form S-1; Issues $2.11BB of 11.00% Sr. Notes
----------------------------------------------------------------
Realogy Corporation filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-1 relating to the
issuance of $2,110,241,196 aggregate principal amount of 11.00%
Convertible Senior Subordinated Notes due 2018, consisting of:

   (i) $1,143,706,000 aggregate principal amount of 11.00% Series
       A Convertible Senior Subordinated Notes due 2018;

  (ii) $291,424,196 aggregate principal amount of 11.00% Series B
       Convertible Senior Subordinated Notes due 2018; and

(iii) $675,111,000 aggregate principal amount of 11.00% Series C
       Convertible Senior Subordinated Notes due 2018 on Jan. 5,
       2011 in connection with Realogy's private debt exchange
       offers.

The Series A Convertible Notes, Series B Convertible Notes and
Series C Convertible Notes were issued under the same indenture,
dated as of Jan. 5, 2011, by and among, Realogy, Domus Holdings
Corp., Realogy's indirect parent corporation, the note guarantors
party thereto and The Bank of New York Mellon Trust Company, N.A.,
as trustee, and are treated as a single class for substantially
all purposes under the indenture.  This prospectus will be used by
the selling securityholders to resell their notes and the Class A
Common Stock of Holdings, par value $0.01 per share, issuable upon
conversion of the notes.  The Company is registering the offer and
sale of the notes and the shares of Class A Common Stock issuable
upon conversion of the notes to satisfy registration rights the
Company has granted.

The Series A Convertible Notes bear interest at a rate of 11.00%
per annum.  The Series B Convertible Notes bear interest at a rate
of 11.00% per annum.  The Series C Convertible Notes bear interest
at a rate of 11.00% per annum.  Interest is payable semiannually
to holders of record at the close of business on April 1 and
October 1 immediately preceding the interest payment dates of
April 15 and October 15 of each year.

The notes are guaranteed on an unsecured senior subordinated basis
by each of Realogy's U.S. direct or indirect restricted
subsidiaries that is a guarantor under the 13.375% Senior
Subordinated Notes.  Subject to certain exceptions, any subsidiary
that in the future guarantees the 13.375% Senior Subordinated
Notes will also guarantee the notes.  Holdings also guarantees the
notes on an unsecured junior subordinated basis.

The notes are convertible into Class A Common Stock at any time
prior to April 15, 2018.  Every $1,000 aggregate principal amount
of Series A Convertible Notes or Series B Convertible Notes is
convertible into 975.6098 shares of Class A Common Stock, which is
equivalent to an initial conversion price of approximately $1.025
per share, and every $1,000 aggregate principal amount of Series C
Convertible Notes is convertible into 926.7841 shares of Class A
Common Stock, which is equivalent to an initial conversion price
of approximately $1.079 per share, in each case subject to
adjustments under certain conditions as set forth in the
indenture.

Upon the occurrence of a Qualified Public Offering, and at any
time thereafter, Realogy may, at its option, redeem the notes, in
whole or in part, at a redemption price, payable in cash, equal to
90% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest thereon to, but not including, the
redemption date.  If Realogy undergoes a Change of Control, it
must offer to repurchase the notes at 101% of the principal
amount, plus accrued and unpaid interest and additional interest,
if any, to the repurchase date.

We are not selling any notes or shares of Class A Common Stock
pursuant to this prospectus and will not receive any proceeds from
sales of the securities registered herein by the selling
securityholders.  The selling securityholders may sell all or a
portion of their notes and the Class A Common Stock issuable upon
conversion thereof from time to time in market transactions, in
negotiated transactions or otherwise, and at prices and on terms
that will be determined by the prevailing market price or at
negotiated prices.  For more information regarding the sales of
the notes and Class A Common Stock issuable upon conversion of the
notes by the selling securityholders pursuant to this prospectus,
please read "Plan of Distribution."

There is no public market for the notes or Class A Common Stock
and the Company does not intend to apply for listing of the notes
or the Class A Common Stock on any securities exchanges or for
quotation of these securities through any automated quotation
systems.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

It has 'Caa2' corporate family rating and 'Caa3' probability of
default rating, with positive outlook, from Moody's.  The rating
outlook is positive.  Moody's said in January 2011 that the 'Caa2'
CFR and 'Caa3' PDR reflects very high leverage, negative free cash
flow and uncertainty regarding the timing and strength of a
recovery of the residential housing market in the US.  Moody's
expects Debt to EBITDA of about 14 times for the 2010 calendar
year.  Despite the recently completed and proposed improvements to
the debt maturity profile, the Caa2 CFR continues to reflect
Moody's view that current debt levels are unsustainable and that a
substantial reduction in debt levels will be required to stabilize
the capital structure.

As reported in the February 8, 2011 edition of TCR, Standard &
Poor's Ratings Services raised its corporate credit
rating on Realogy Corp. to 'CCC' from 'CC'.  S&P removed the
rating from CreditWatch, where it was placed with positive
implications Jan. 18, 2011.  The rating outlook is positive.

In addition, S&P revised its recovery rating on the company's non-
extended senior secured credit facilities to '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  S&P raised its issue-level rating on
this debt to 'B-' -- two notches higher than the 'CCC' corporate
credit rating -- in accordance with its notching criteria for a
recovery rating of '1'.


RED MOON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Red Moon, Inc.
        dba RedMoon Broadband
        P.O. Box 865087
        Plano, TX 75086-5087

Bankruptcy Case No.: 11-41080

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Areya Holder, Esq.
                  LAW OFFICE OF AREYA HOLDER, P.C.
                  800 West Airport Freeway, Suite 414
                  Irving, TX 75062
                  Tel: (972) 438-8800
                  Fax: (972) 438-8825
                  E-mail: areya@holderlawpc.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-41080.pdf

The petition was signed by Bryan Thompson, president.


ROANOKE HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Roanoke Health Care Authority
        dba Randolph Medical Center
        59928 Highway 22
        Roanoke, AL 36274

Bankruptcy Case No.: 11-80502

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtor's Counsel: Lee R. Benton, Esq.
                  BENTON AND CENTENO, LLP
                  2019 Third Avenue, North
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  Fax: (205) 278-8008
                  E-mail: lbenton@bcattys.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/almb11-80502.pdf

The petition was signed by Trae Wilkinson, board chairman.


ROYAL INVEST: Delays Filing of 2010 Annual Report
-------------------------------------------------
Royal Invest International Corp. notified the U.S. Securities and
Exchange Commission that the compilation, dissemination and audit
of the information required to be presented in the form 10-K for
the year ended Dec. 31, 2010 has imposed time constraints that
have rendered timely filing of the Form 10-K impracticable without
undue hardship and expense.  The Company undertakes the
responsibility to file such annual report no later than 15th
calendar day after its original date.

                         About Royal Invest

Shelton, Conn.-based Royal Invest International Corp. (OTC BB:
RIIC) -- http://www.royalinvestinternational.com/-- owns,
operates and manages real estate, in Europe.  At Sept. 30,
2010, the Company owned 17 properties located in the Netherlands.
The properties aggregate approximately 77,594 square meters
(approximately 835,215 square feet), which are comprised of office
buildings and business centers.  Effective June 30, 2010, the
Company sold its majority ownership in Royal Invest Germany
Properties 1 B.V. ("RIGP1"), a wholly-owned subsidiary which owned
the Company's sole property in Germany.

The Company has incurred a net loss of $6.4 million for the nine
months ended Sept. 30, 2010, has an accumulated deficit of
$71.5 million at Sept. 30, 2010, and is in default of its
mortgage payable and related debt covenants at Sept. 30, 2010.

The Company's balance sheet as of Sept. 30, 2010, showed
$85.6 million in total assets, $144.9 million in total
liabilities, and a stockholders' deficit of $59.3 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss of
US$44.0 million for the year ended Dec. 31, 2009, an
accumulated deficit of US$65.1 million at Dec. 31, 2009, is in
default of one of the mortgages payable and related debt covenants
at Dec. 31, 2009, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing and
capital in the equity markets.


S & S FOOD: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: S & S Food Corporation
        4848 Military Parkway, Suite A
        Dallas, TX 75223

Bankruptcy Case No.: 11-32325

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

Scheduled Assets: $1,290,010

Scheduled Debts: $2,280,706

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-32325.pdf

The petition was signed by Sadrudon Sherali, president.


SAN ANGELO HOTEL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: San Angelo Hotel & Conference Center, LLC
        441 Rio Concho Drive
        San Angelo, TX 76903

Bankruptcy Case No.: 11-60066

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: Charles Dick Harris, Esq.
                  LAW OFFICE OF DICK HARRIS, PC
                  P.O. Box 3835
                  Abilene, TX 79604
                  Tel: (325) 677-3311
                  Fax: (325) 677-3314
                  E-mail: dharris_law_firm@swbell.net

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 Mark Harati, manager.


SATELITES MEXICANOS: Files Prepackaged Chapter 11 Petition
----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. announced on April 6, 2011,
that, as the next step in the implementation of its previously
announced comprehensive balance sheet restructuring, the Company
and its subsidiaries Alterna'TV Corporation and Alterna'TV
International Corporation have filed voluntary petitions for a
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The petitions were filed in the U.S. Bankruptcy
Court in the District of Delaware.

Satmex previously announced that it had reached an agreement with
the holders of more than two-thirds of the outstanding principal
amount of its First Priority Senior Secured Notes due 2011 and
Second Priority Senior Secured Notes due 2013 to support the
Prepackaged Plan.  As part of the implementation of the
Prepackaged Plan, on March 8, 2011, the Debtors commenced a
solicitation of votes on the Prepackaged Plan from holders of the
Company's First Priority Notes and the Second Priority Notes.
Based on the preliminary tabulation of votes filed with the
Prepackaged Plan, the holders of the First Priority Notes and the
Second Priority Notes voted overwhelmingly to accept the
Prepackaged Plan.

The proposed Prepackaged Plan provides for trade creditors to be
unimpaired and paid in full and is structured to expedite the
Company's emergence from bankruptcy while avoiding any day-to-day
impact on suppliers, customers or employees during the short
pendency of the case.

As previously announced, Satmex has also entered into a commitment
letter with Jefferies Finance LLC providing for $325 million of
committed senior secured exit financing, which may be used, along
with the proceeds of the previously-announced $96.25 million
fully-backstopped rights offering of equity securities to holders
of Second Priority Notes, to, among other things, repay the First
Priority Notes as outlined in the Prepackaged Plan, fund the
timely completion of Satmex 8, a satellite scheduled to be
launched in 2012 to replace the Company's Satmex 5 satellite, and
to purchase 100% of the current equity in Satmex as set forth in
the Company's previous press release.

Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. are serving as financial advisors to Satmex. Greenberg
Traurig is serving as U.S. counsel and Santamarina y Steta and
Rubio Villegas & Asociados are serving as the Company's Mexican
counsels.

Jefferies & Company, Inc. is serving as the financial advisor to
certain holders of the Second Priority Notes. Ropes & Gray LLP is
serving as U.S. counsel and Cervantes Sainz as Mexican counsel to
this group.

Dechert LLP is serving as U.S. counsel to certain holders of the
First Priority Notes. Galicia Abogados, S.C. is serving as Mexican
counsel to this group.

Bracewell & Giuliani LLP is serving as counsel to the Series B
Directors of Satmex's Board.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
satellite service provider in Latin America.  Satmex's fleet
offers hemispheric and regional coverage throughout the Americas.

Satmex's balance sheet as of June 30, 2010, showed US$438.29
million in assets, US$516.55 million in liabilities, and a
US$78.26 million shareholder's deficit.

Satmex had a net loss of US$6.12 million on US$53.06 million of
revenue for the six months ended June 30, 2010, compared with a
net loss of US$8.81 million on US$50.35 million of revenue for six
months ended June 30, 2009.

Satmex has a 'C' issuer rating and 'Ca' long term corporate family
rating, with negative outlook, from Moody's Investors Service.


SBARRO INC: Proposes $35 Million of DIP Financing
-------------------------------------------------
Sbarro, Inc. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from a syndicate of lenders, led by
Cantor Fitzgerald Securities as administrative agent.

The DIP Lenders have committed to provide up to (i) $16.5 million
on an interim basis; and (ii) $35 million on a final basis (less
the amount of the initial DIP Loan actually borrowed).

Nicole L. Greenblatt, Esq., at Kirkland & Ellis LLP, explains that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  A copy of the Debtors' DIP financing
agreement is available for free at:

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

The Debtors seek authority to grant the DIP Agent, for its own
benefit and the benefit of the DIP Lenders, senior, first
priority, priming DIP Liens on the Collateral securing, and the
super-priority claims in respect of, the obligations under the DIP
Facility.

The obligations of each loan party under the DIP Facility will be
secured by: (i) a perfected first priority security interest and
lien on all of the assets and property of the loan party; (ii) a
perfected junior security interest and lien on the collateral of
such Loan Party, to the extent that the collateral is subject to
valid, perfected and unavoidable liens that were in existence
immediately prior to the Petition Date, or to valid and
unavoidable liens that were in existence immediately prior to the
Petition Date that were perfected subsequent to the Petition Date;
and (iii) a perfected first priority priming security interest and
lien on the Collateral of the Loan Party, to the extent that the
collateral is subject to the existing liens that secure the
obligations of such Loan Party under the Prepetition First Lien
Facility or the Prepetition Second Lien Facility or to a valid and
enforceable right of setoff by any Prepetition Lender.

The DIP Facility will mature six months after the closing of the
DIP Facility.  At the Debtors' option, the DIP facility may be
extended for an additional three months upon satisfaction of
certain conditions.

The Debtor may elect either: (a) LIBOR plus 7.00% (with a LIBOR
floor of 1.75%) or (b) Base Rate plus 6.00%.  in the event of
default, the Debtors will pay interest rate equal to (a) the Base
Rate plus (b) the Applicable Margin applicable to Base Rate Loans
(i.e., 6.00%) plus (c) 2.00% per annum; provided, however, that
with respect to a Eurodollar Loan, the default rate will be an
interest rate equal to the interest rate (including any Applicable
Margin, i.e., 7.00%) otherwise applicable to such Loan plus 2.00%
per annum.

The DIP Credit Agreement contains these deadlines relating to the
filing of the Chapter 11 plan and disclosure statement, including:

  a. filing of plan of reorganization within 60 days of the
     Petition Date that provides for full payment of
     administrative claims;

  b. entry of order by the Court approving the adequacy of the
     Debtors' disclosure statement for the acceptable plan within
     90 days after the Petition Date;

   c. entry of order by the Court within 170 days of the Petition
      Date confirming the Acceptable Plan; and

   d. consummation of such plan within 180 days of the Petition
     Date (or, if earlier, within 30 days after entry of an order
     confirming the acceptable plan).

The Debtors are required to pay these fees: (i) 0.75% on the
unused portion of the outstanding term loan commitments under the
DIP Facility; (ii) 2.00% of the total amount of the DIP Facility
commitments, payable on the date of closing of the DIP Facility
ratably to each DIP Lender on the basis of its respective
commitments; and (iii) the term loans under the DIP Facility to be
net funded with an original issue discount of 1.00% of the
aggregate principal amount thereof.  The original issue discount
may take the form of an upfront fee.

                      Cash Collateral Use

The Debtors also ask the Court to allow them to use the cash
collateral.

The Debtors have outstanding debt for borrowed money in the
aggregate principal amount of $368.2 million, consisting primarily
of: (a) $172.7 million in secured debt under their first lien
senior secured credit facility, plus $3.5 million in letters of
credit; (b) $34.2 million in secured debt under their Prepetition
Second Lien Facility; plus fees, costs and other charges and (c)
$157.8 million in senior notes (inclusive of the $8 million missed
interest payment in March, 2011).

The Debtors' principal prepetition funded debt obligations arise
under that certain Credit Agreement dated as of Jan. 31, 2007, by
and among Sbarro, as borrower, and Sbarro Holdings, LLC, and
certain of the other Debtors, as guarantors, Cantor Fitzgerald
Securities, as successor administrative agent, and certain lenders
from time to time party thereto, which provided the Debtors with a
$25.0 million revolving line of credit.  All obligations under the
Prepetition First Lien Facility are guaranteed by Holdings as well
as certain of Sbarro's domestic subsidiaries, all of which are
Debtors in these Chapter 11 cases.  The Debtors' obligations under
the Prepetition First Lien Facility, including the guarantees
thereof, are also secured by first priority perfected security
interests in substantially all the assets of Sbarro, as well as
all capital stock of Sbarro, Inc., and its domestic subsidiaries
and up to 65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

The Debtors have funded debt obligations arising under that
certain Second Lien Credit Agreement dated as of March 26, 2009,
by and among Sbarro, as borrower, certain of the Debtors as
guarantors, Wilmington Trust FSB as successor administrative agent
and collateral agent and certain lenders from time to time party
thereto.  The Prepetition Second Lien Facility provided the debtor
with $25.5 million in secured term loans.  All obligations under
the Prepetition Second Lien Facility are guaranteed by the
Prepetition Guarantors.  The Debtors' obligations under the
Prepetition Second Lien Facility, including the guarantees
thereof, are also secured by second priority perfected liens and
security interests in substantially all the assets and capital
stock of Sbarro and its domestic subsidiaries as well as up to
65% of the outstanding capital stock of Sbarro's foreign
subsidiaries.

Prior to the Petition Date, Sbarro issued $150 million in 10.375%
Senior Notes due 2015.  The Notes are governed by that certain
Indenture dated as of Jan. 31, 2007, by and among Sbarro, as
issuer, certain domestic subsidiaries of Sbarro, as guarantors,
and The Bank of New York, as trustee.  The Notes Indenture
provides that the Notes rank equally in right of payment with all
of the Debtors' existing and future senior indebtedness.  The
Notes are effectively subordinated to all of the Debtors' secured
indebtedness to the extent of the collateral securing such
indebtedness.

In exchange for the cash collateral use, the Debtors will grant:

  a. Prepetition First Lien Lenders: (i) a lien junior to the
     liens securing the DIP Facility on all of the collateral
     securing the DIP Facility; (ii) a superpriority claim,
     immediately junior to the claims under Section 364(c)(1) of
     the U.S. Bankruptcy Code held by the DIP Agent and DIP
     Lenders; (iii) payment of current cash interest at the
     contractual default rate in respect of the First Lien Credit
     Agreement; (iv) payment of all fees and expenses of the
     Prepetition First Lien Agent in accordance with the terms of
     the Interim and final DIP court orders; (v) all written
     information required to be provided to the DIP Agent or DIP
     Lenders; (vi) application of proceeds from asset sales first
     to repayment of unpaid obligations under the Prepetition
     First Lien Facility until such obligations are paid in full
     and second to the repayment of unpaid obligations under the
     Prepetition Second Lien Facility; (vii) compliance with
     certain covenants to be included in the DIP Credit Agreement
     in respect of the achievement of milestones relating to
     confirmation of a Chapter 11 plan of reorganization; and
     (viii) the usual and customary claims, priorities and other
     protections provided to pre-petition secured creditors in
     situations of this kind; and

  b. Prepetition Second Lien Lenders will be entitled to receive
     as adequate protection liens on all of the collateral
     securing the obligations under the DIP Facility that are
     junior to the First Lien Adequate Protection Liens.

The Prepetition Agents and the Prepetition Lenders are entitled to
adequate protection of their interests in the prepetition
collateral, including the cash collateral, for diminution in value
of the collateral securing the obligations under the Prepetition
Facilities, as well as for any decline in, or diminution of, the
value of the Prepetition Lenders' liens or security interests
under the Prepetition Facilities.

               Portion of $35-Mil. Loan Approved

Dow Jones' DBR Small Cap reports a judge on Tuesday said Sbarro
Inc. can tap nearly half of its $35 million bankruptcy loan from a
group of its first-lien lenders, one day after the pizza chain
filed for Chapter 11 protection. Judge Shelley C. Chapman of U.S.
Bankruptcy Court in Manhattan said Sbarro can immediately access
$16.5 million, which will be used to provide the company with
working capital and fund its bankruptcy case.

DBR notes a lawyer for Sbarro's senior noteholders said his group
still doesn't support the restructuring plan, which has not yet
been approved by creditors or officially presented to the court.
He said it leaves the company with too much leverage.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Taps Epiq Bankruptcy as Notice & Claims Agent
---------------------------------------------------------
Sbarro, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Bankruptcy Solutions, LLC, as notice and claims agent, nunc
pro tunc to the Petition Date.

Epiq will, among other things:

     (a) notify potential creditors of the filing of the
         bankruptcy petitions and of the setting of the first
         meeting of creditors;

     (b) prepare and serve required notices in the Debtors'
         Chapter 11 cases;

     (c) notify potential creditors of the existence and amount of
         their respective claims as evidenced by the Debtors'
         books and records and as set forth in the schedules; and

     (d) docket all claims received by the Clerk's Office,
         maintain the official claims registers for each Debtor on
         behalf of the Clerk's Office, and provide the Clerk's
         Office with certified duplicate, unofficial Claims
         Registers on a monthly basis, unless otherwise directed.

Epiq will be paid based on the hourly rates of its professionals:

         Clerk                                  $34-$51
         Case Manager (Level 1)                $106-$149
         IT Programming Consultant             $119-$161
         Case Manager (Level 2)                $157-$187
         Senior Case Manager                   $191-$234
         Senior Consultant                       $250

Jason D. Horwitz, Vice President and Senior Consultant of Epiq,
assures the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Asks Court to Extend Time for Filing of Schedules
-------------------------------------------------------------
Sbarro, Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the deadline for the
filing of schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases and statements of financial affairs for an
additional 16 days to a total of 30 days from the Petition Date.

The Debtors said that the scope and complexity of the Debtors'
businesses, coupled with the limited time and resources available
to the Debtors to marshal the required information, necessitate an
extension of the deadline to file the Schedules and Statements.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and 70% of its senior noteholders on the
terms of a reorganization plan that will eliminate more than half
of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen &
Co. is the Debtors' communications advisor.


SBARRO INC: Wants OK to Pay Critical Vendors' Prepetition Claims
----------------------------------------------------------------
Sbarro, Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to pay
certain prepetition claims of critical vendors.

Critical vendors include: (i) food and beverage vendors,
(ii) liquor distributors, (iii) restaurant supply vendors,
(iv) store maintenance service providers, and (v) other essential
service providers.

The Debtors are seeking authority to pay all or a portion of
amounts owing only to a certain class of third-party trade
creditors that are "critical" to maintaining the going-concern
value of the Debtors' business enterprise.  This class of vendors
includes suppliers and service providers that (a) provide unique
and specialized goods to certain of the Debtors' locations that
are otherwise not readily available, (b) provide goods that the
Debtors are unable to procure without incurring significant
migration costs or compromising quality, (c) don't have long-term
written supply contracts such that the vendor could be compelled
to continuing providing goods or services in a timely and cost-
efficient manner without unduly disrupting the Debtors' operations
postpetition, or (d) provide goods to certain of the Debtors'
restaurants in locations that are impossible to replace.

The Debtors seek authority to pay, in their sole discretion based
on their business judgment, up to $1.2 million to Critical Vendors
on account of their prepetition claims on an interim basis and up
to a maximum aggregate amount of $4.7 million to Critical Vendors
on account of their prepetition claims on a final basis.  The
Debtors estimate that approximately $3,502,100 (approximately
74.5% of the Critical Vendor Cap) constitutes claims that may be
entitled to administrative priority status.  Because the Debtors
typically pay for the food, products, supplies and services
provided by the Critical Vendors within 20 to 30 days of receipt,
the vast majority of prepetition amounts owed with respect of the
food, products, supplies and services (approximately 93.6%) will
become due and payable, in the ordinary course of business and
consistent with past practice, in the 21 days after the Petition
Date, but the Debtors believe they can manage their trade
relationships through a final hearing on the Motion if they are
provided access to the Interim Critical Vendor Cap.

The Debtors also are also requesting authority to pay the
prepetition claims of certain third parties who may be entitled to
assert various lien claims against the Debtors or their property
or other assets if the Debtors fail to pay for prepetition goods
or services, and the Debtors seek immediate authority to pay up to
$25,000 on account of Lien Claims.

To ensure that the Debtors continue to receive a constant supply
of fresh fruits and vegetables postpetition, the Debtors seek
authority to continue to pay in the ordinary course of business
and consistent with their historical practices claims arising, or
of the type, under the Perishable Agricultural Commodities Act of
1930 to those vendors who supply the Debtors with fruit and
vegetables.

In sum, the Debtors are requesting the foregoing authority subject
to these caps:

                         Estimated
                         Payables as        Interim       Final
                         of the Petition    Relief        Relief
                         Date               Sought        Sought
                         ---------------    --------      ------
Critical Vendor Claims      $4,700,000     $1,200,000   $4,700,000
Lien Claims                    $25,000        $25,000      $25,000
PACA Claims                 $1,285,000            N/A          N/A

To prevent any disruption to the Debtors' operations and to
facilitate a smooth transition into Chapter 11, the Debtors are
seeking an order (a) granting administrative expense priority to
all of the Debtors' undisputed obligations arising from the
acceptance of goods and services subject to certain prepetition
purchase orders outstanding with vendors for goods and services,
the delivery of which has not occurred and will not occur until
after the Petition Date; and (b) authorizing the Debtors to
satisfy the obligations in the ordinary course of business.

                        About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SCI REAL ESTATE: Files Schedules of Assets And Liabilities
----------------------------------------------------------
SCI Real Estate Investments LLC filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, and statement of financial affairs,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $55,431,222
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,225,191
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $256,252
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $51,031,584
                                ------------     ------------
        TOTAL                    $55,431,222      $69,514,028

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?7594

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.


SEAHAWK DRILLING: Creditors Object to Duff and Phelps Hiring
------------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion to retain Duff and
Phelps as financial advisor.  According to BData0, the committee
doesn't object to the appointment of D&P, but rather to the
payment of success fees to D&P related to the Hercules transaction
even though D&P had absolutely no role in its negotiation or
execution.

As reported in the Troubled Company Reporter on March 21, 2011,
the Official Committee of Equity Security Holders appointed in the
bankruptcy cases of Seahawk Drilling Inc., et al., seeks
permission from the Bankruptcy Court to retain Duff & Phelps
Securities, LLC, as its financial advisors.  The Equity Committee
(among other things) needs assistance in collecting and analyzing
financial and other information in relation to the chapter 11
cases.

                       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 on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos.
11-20089).  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 Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SOLAR THIN: Delays Filing of 2010 Annual Report
-----------------------------------------------
Solar Thin Films, Inc., informed the U.S. Securities and Exchange
Commission that it is in the process of preparing and reviewing
the financial and other information for the report on Form 10-K
for the year ended Dec. 31, 2010.  The Company said the Form 10-K
could not be completed on or before the March 31, 2011 prescribed
due date without unreasonable effort or expense.

                         About Solar Thin

Headquartered in New York, Solar Thin Films, Inc., engages in
the design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.


STANADYNE HOLDINGS: Incurs $9.98 Million Net Loss in 2010
---------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $9.98 million on $250.59 million of net sales for the year
ended Dec. 31, 2010, compared with a net loss of $23.70 million on
$185.85 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$382.07 million in total assets, $379.71 million in total
liabilities, $794,000 of redeemable non-controlling interest, and
$1.57 million in total equity.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/ZieA0O

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

As reported by the TCR on Jan. 21, 2011, Moody's Investors Service
confirmed Stanadyne Holdings, Inc.'s Caa1 Corporate Family Rating
and revised the rating outlook to stable.  The CFR confirmation
reflects the remediation of the Stanadyne's previous inability to
file financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.


SUMMIT BUSINESS: Hires Clark Schaefer as Accountants
----------------------------------------------------
Summit Business Media Holding Company and its debtor-affiliates
seek permission from the Bankruptcy Court to employ Clark Schaefer
Hackett & Co. as their general accountants.

The Debtors have agreed to pay Clark:

     -- an audit fee estimated to cost $220,000 plus costs;
     -- an hourly rate of:

               Carl Coburn          $330
               Dan Fales            $240
               Denice Hertlein      $330
               Kathleen Ordosh      $280
               Michelle Argueta     $190
               Matt Gutzwiller      $244
               Matt Fabiani         $111

The Debtors paid Clark $75,937 in fees in the 90 days before the
petition date for accounting services provided.  As of the filing
date, the Debtors owe Clark $13,561 for services rendered pre-
bankruptcy.  The firm has agered to waive the right to payment of
that amount.

Dan Fales, tax shareholder with Clark, attests that his firm does
not hold or represent any interest adverse to the Debtors' estates
and that it is a "disinterested person" as that phrase is defined
in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing in Wilmington on April 12, at
10:00 a.m., to consider the Debtors' request.

                    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.


STEWART ENTERPRISES: Moody's Assigns B1 to Proposed $200MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $200 million of
proposed senior notes of Stewart Enterprises, Inc., and affirmed
its Ba3 Corporate Family Rating.  Concurrently, Moody's downgraded
the company's convertible senior notes to B1 from Ba3 and assigned
an SGL-1 speculative grade liquidity rating.  The proceeds from
the $200 million senior note offering due 2019 are expected to be
used to purchase the existing senior notes due 2013 and pay
related fees and expenses.  The rating outlook remains stable.

Moody's took these rating actions:

   * Assigned $200 million senior notes due 2019, B1 (LGD 4, 60%);

   * Lowered $86 million senior convertible notes due 2014, to B1
     (LGD 4, 60%) from Ba3 (LGD 4, 56%);

   * Lowered $45 million senior convertible notes due 2016, to B1
     (LGD 4, 60%) from Ba3 (LGD 4, 56%);

   * Affirmed $200 million 6.25% senior notes due 2013, Ba3 (LGD
     4, 56%)- rating to be withdrawn upon completion of the
     refinancing;

   * Affirmed Corporate Family Rating, Ba3;

   * Affirmed Probability of Default Rating, Ba3.

Ratings Rationale

The Ba3 Corporate Family Rating reflects the company's revenue
base of approximately $500 million which is moderately small for
the rating category, declining funeral volumes, increasing
cremation rates, and a reliance on income from trust portfolios
for a significant portion of consolidated profitability.  The
ratings are supported by profitability growth in 2010, solid
financial strength metrics, a significant portfolio of funeral and
cemetery properties in major metropolitan markets and a track
record of steady cash flow generation.

In Stewart's latest 10-Q filing, the company disclosed that it has
begun discussions with various financial institutions regarding
the potential refinancing of its senior secured revolving credit
facility to take advantage of favorable market conditions.  Based
on these discussions, Stewart indicated that it may increase the
size of the facility.  The B1 rating assigned to the $200 million
of proposed unsecured notes and the downgrade of the convertible
senior notes to B1 from Ba3 reflects Moody's expectation that the
size of the revolver will increase in the near term.  The
unsecured notes are effectively subordinated to borrowings under
the revolver with respect to assets pledged to secure the
revolver.  If the revolver is not upsized, then the rating on the
unsecured notes could be raised to Ba3.

The SGL-1 speculative grade liquidity rating reflects a very good
liquidity profile characterized by stable cash flow generation,
substantial availability under the revolving credit facility and
solid expected headroom under financial covenants.

The stable outlook reflects Moody's expectation of modest revenue
and profitability growth over the next year driven by growth in
cemetery sales and improvements in average revenue per funeral.
Moody's expects flat to modestly declining funeral volumes in line
with recent trends.

The ratings could be upgraded if the company demonstrates
significant top line growth and improving credit metrics such that
Moody's comes to expect debt to EBITDA and free cash flow to debt
to be sustained at about 3 times and 12%, respectively.

The ratings could be downgraded if Moody's comes to expect debt to
EBITDA and free cash flow to debt to be sustained above 4.5 times
or below 5%, respectively.  Factors that could lead to a weakening
of credit metrics include declines in preneed cemetery property
sales, lower funeral volumes or an increase in trust realized
losses.

The last rating action on Stewart was on June 5, 2009, when
Moody's withdrew the Baa3 rating on the $125 million revolving
credit facility due 2009.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry 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.

Stewart is the second largest provider of funeral and cemetery
products and services in the United States.  As of January 31,
2011, the company owned and operated 218 funeral homes and 141
cemeteries in 24 states within the United States and Puerto Rico.
Stewart reported revenues of approximately $505 million in the 12
month period ended January 31, 2011.


SW OWNERSHIP: Hires CB Richard Ellis as Appraiser
-------------------------------------------------
SW Ownership LLC seeks permission from Judge Craig A. Gargotta to
employ CB Richard Ellis, Inc. as its appraiser, valuation
consultant and experts.

Prior to the Petition Date, the Debtor obtained a development and
construction loan from International Bank of Commerce, a Texas
state chartered bank, in the principal amount of $30 million for
the purpose of developing the "Skywater Over Horseshoe Bay"
project.  The Pre-Petition Loan is evidenced by, among other loan
documents, a Development and Construction Loan Agreement dated as
of August 27, 2009.  The Pre-Petition Loan was restructured and
increased by $5 million in 2010. Subject to the Debtor's claims
against IBC, the current balance of the Pre-Petition Loan is
$34,189,063.68, and the Pre-Petition Loan is secured by a lien on
substantially all of the Debtor's assets, including the Project.

On March 1, 2011, IBC filed with the Court its Motion for Relief
From Automatic Stay, asserting, inter alia, that the Debtor lacks
equity in IBC's Project collateral.

On March 4, 2011, the Debtor asked the Court for authority to
obtain post-petition secured financing, in which the Debtor seeks,
inter alia, to grant priming liens in favor of its proposed DIP
lender, on the basis that IBC and other lien claimants of the
Debtor's are adequately protected by the Debtor's equity in its
Project property.

In connection with the Debtor's efforts to reorganize and
rehabilitate the Project, the Debtor requires appraisal and
valuation consulting services, including expert testimony with
respect to same.  The testimony is plainly critical to the Debtor
in light of the Lift Stay Motion and Financing Motion, both of
which raise issues of the Debtor's equity in its Project.  In
addition, upon the Debtor's projected completion of the Golf
Course, it also anticipates it may require additional consulting
and valuation services in connection with negotiations with
potential builders, developers and other purchasers of lots, villa
pods and other Project parcels that the Debtor proposes to sell.
Furthermore, it would likely need such consulting, valuation and
expert testimony services if these proposed sales are contested,
whether individually or in connection with a plan of
reorganization to be proposed by the Debtor.

Accordingly, since the Petition Date, the Debtor said it has
required, and will continue to require, the services of CBRE.

CBRE is the first commercial real estate services company in the
Fortune 500, and has led the Lipsey Company's Top 25 Commercial
Real Estate Brands Survey for seven years running.  CBRE maintains
worldwide offices, including in Austin, Texas:

          CB Richard Ellis, Inc.
          100 Congress Ave., Suite 500
          Austin, TX 78701
          Tel: (512) 499-4900
          Fax: (512) 499-4999
          http://www.cbre.com/austin

According to the Debtor, CBRE is also intimately familiar with the
Project, having rendered a full and complete appraisal of the
Project as of January 6, 2011.  Hence, the Debtor continued, it
has no need for CBRE, or any other party, to perform such services
post-petition.  Notwithstanding, since the time of the original
Appraisal, CBRE has assisted the Debtor in refining and updating
its original analysis with updated information and revised
business plans, and in preparation for the Lift Stay Motion and
Financing Motion, including the provision of testimony with
respect thereto.  The Debtor further anticipates that CBRE
services would be required by, and beneficial to, the Debtor's
overall administration of the bankruptcy case and estate.

The Debtor and CBRE have entered into a Valuation Services
Appraisal Agreement.  The Agreement plainly contemplates that
original appraisal services have already been completed by CBRE,
and that its single charge for supplemental services to refine and
revise its appraisal is $1,000.  An indemnification provision is
included in the Agreement, but limited in nature and based solely
on the Debtor's, rather than CBRE's, conduct.

As of the Petition Date, CBRE had been paid its $1,000 retainer
provided in the Agreement by certain of the Debtor's indirect
equity holders.  CBRE has completed all supplemental appraisal
services requested by the Debtor under the Agreement.

The Agreement also provides for testimony and expert witness
services in connection with CBRE's appraisals, at a rate of $400
per hour, in addition to reimbursement of CBRE's actual, out of
pocket expenses -- including travel and accommodations, and
requires an additional $3,000 retainer for such witness services.
The Debtor has not paid this retainer when it filed the
application to hire CBRE.

CBRE holds a guarantee from two of the Debtor's indirect equity
owners, The Patriot Group LLC, and Third Avenue Real Estate
Opportunities Fund L.P., although CBRE's engagement is expressly
and exclusively with the Debtor.  CBRE and the Debtor contemplate
that David O. Thibodeaux, a Managing Director for CBRE, will have
lead responsibility for this engagement.

CBRE believes that it has prior or current engagements with a
number of parties in interest in the Debtor's case, including,
lender IBC.  However, to the best of CBRE's knowledge, neither Mr.
Thibodeaux nor CBRE (i) has any connection with any party-in-
interest, creditor or their representative attorneys or
accountants, relating to the Debtor or the estate; (ii) holds any
interests in any such parties in interest, creditors in the
bankruptcy case, or any of their attorneys and accountants; (ii)
do not have any connection with the United States Trustee or any
person employed in the Office of the United States Trustee; (iii)
are "disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code; and (iv) do not hold or represent
any interest adverse to the estate.

                        About SW Ownership

SW Ownership LLC is a single member limited liability company
owned by SW Ownership Holdings LLC.  The Debtor owns the project
commonly known as "Skywater Over Horseshoe Bay" that is currently
being developed in Llano and Burnet counties and is comprised of a
roughly 1,600-acre residential community project with an 18-hole,
Jack Nicklaus-designed, Signature Golf Course.  SW Ownership LLC
does not currently maintain operations (save for Project
development) and has no employees.  Skywater Management LLC is the
pre-petition and current manager of the Project for SWO.

SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at
Munsch Hardt Kopf & Harr, P.C.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to $50
million.


SWORDFISH FINANCIAL: Delays Filing of 2010 Annual Report
--------------------------------------------------------
Swordfish Financial, 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 Oct. 31, 2010.  The
Company said that information necessary for the filing of a
complete and accurate Form 10-K could not be gathered and reviewed
within the prescribed time period without unreasonable effort and
expense to the Company.

                    About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

Patrick Rodgers, CPA, PA, expressed substantial doubt against
Swordfish Financial Inc.'s ability as a going concern because the
Company has suffered recurring losses from operations and negative
cash flows from operations the past three years.

The Company's balance sheet at Sept. 30, 2010 showed $3.72 million
in total assets, $5.33 million in total liabilities and $1.61
million in stockholders' deficit.


TABI INTERNATIONAL: Closing All 76 Stores Across Canada
-------------------------------------------------------
Tabi International Corporation has filed a Notice of Intention to
Make a Proposal under the Bankruptcy and Insolvency Act and is
closing all 78 stores across Canada after 30 years as a leading
Canadian retailer.  The store closing sales began on Friday,
April 1, 2011 and will continue until all merchandise has been
sold.

Farber Financial Group was appointed as Proposal Trustee and
Receiver to assist the Company in this process.

Consumers will find terrific savings starting at 20% to 40% off
original prices on all apparel including all women's classic
shirts, sweaters and cardigans, TABI's Wilson pant, skirts, denim,
activewear and accessories.  In addition, store fixtures such as
apparel racks, shelving, cabinets and more are also for sale.

"As a way of expressing our appreciation for their years of
patronage, we hope that our customers take advantage of our
timeless garments at incredible prices," said the company
spokesperson of TABI.  "We thank our customers and hope that the
savings found at all stores serve as a thank you to them for their
great loyalty over the years."

A joint venture consisting of Hilco Merchant Resources and Gordon
Brothers Group are running the store closing sales on TABI's
behalf.

"Within TABI's signature blue doors, customers will find new
spring arrivals of quality merchandise such as Canada's Favourite
Cotton Sweater and the Wilson pant," Jeff Paronto, Chief Operating
Officer of Hilco Merchant Resources and Lee Cote, Principal of
Gordon Brothers Group jointly stated. "Merchandise will sell out
quickly so we encourage customers to shop early when the broadest
selection of merchandise is available."

                            *     *     *

Financialpost.com says that a proposal filed last summer in
Ontario said Tabi had assets of $39.9-million and liabilities of
$52-million; the chain has closed 28 underperforming stores over
the last year.  Tabi cited a poor economic environment for
retailers and an overly aggressive expansion as the reasons behind
its downfall.

                         About TABI International

TABI International Corporation -- http://www.tabi.ca/-- operates
a chain of retail apparel stores for women.  The Company offers
shirts, white shirts, sweaters, sweater twin sets, vests, pants,
jackets and outerwear, mocks and turtkenecks, sleepwear, and
active wear. It also offers online shopping services.  The company
was founded in 1980 and is based in Toronto, Canada.  TABI
International Corporation is a former subsidiary of Cotton Ginny,
Ltd.


TAPATIO SPRINGS: Returns to Chapter 11 to Stop Foreclosure
----------------------------------------------------------
Tapatio Springs Real Estate Holdings, LP, filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 11-51263) on April 5, 2011.

On the same day the Debtor sought bankruptcy protection, secured
creditors Clyde B. Smith and Peggy Smith immediately filed a
motion asking the Court to lift the automatic stay to proceed with
the foreclosure of the Debtor's assets.  According to the Smiths,
this is not the first time the Debtor sought bankruptcy
protection.  Debtors Tapatio Springs Development Company, Inc.,
and Tapatio Springs Real Estate Holdings, LP, voluntarily filed
for Chapter 11 bankruptcy relief (Cases Nos. 11-50050and 11-50054)
on Jan. 3, 2011.  The Smiths recount that the Debtors filed the
First Bankruptcy the day before the Smiths were set to foreclose
on certain real estate on January 4, 2011.  On Feb. 17, 2011, the
Court dismissed the first bankruptcies on the Smiths' motion and
without opposition from the Debtors.  Once dismissed, the Smiths
re-posted the real estate for non-judicial foreclosure on April 5,
2011, at 10:00 a.m.  No payments have been made against the Smith
debt since February 2010.

The Debtors filed the instant second voluntary Chapter 11 petition
merely minutes prior to the announced starting time of the posted
foreclosure proceedings.  The foreclosure proceeded at 10:00 a.m.
as announced and concluded with no party bidding more than the
Smiths' credit bid.

The Debtor is allegedly indebted to the Smiths under a Deed of
Trust dated March 1, 1993, and recorded in Volume 393, Page 08 of
the Official Records of Kendall County, Texas securing a Real
Estate Lien Note in the original amount of $5,204,494 payable to
Tapatio Springs, Inc., by Tapatio Springs Development Company,
Inc.  As of April 5, 2011, the accrued principal and interest due
on the Note is $3,453,121.

The Deed of Trust identifies the collateral securing the Note,
which is generally described approximately 600 acres of
undeveloped, raw land in Kendall County, Texas.

The Smiths are represented by:

         Derick J. Rodgers
         DAVIS, CEDILLO & MENDOZA, INC.
         755 E. Mulberry Street, Suite 500
         San Antonio, TX 78212
         Tel: (210) 822-6666
         Fax: (210) 822-1151

               - and -

         Thomas W. McKenzie
         Thomas W. Mckenzie, Atty.
         10107 McAllister Frwy.
         San Antonio, TX 78216
         Tel: (210) 227-2698
         Fax: (210) 227-9334
         E-mail: tmckenzie@tsslawyers.com


TAPATIO SPRINGS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tapatio Springs Real Estate Holdings, LP
        110 Axis Cricle
        Boerne, TX 78006

Bankruptcy Case No.: 11-51263

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

Scheduled Assets: $20,677,999

Scheduled Debts: $4,004,286

The petition was signed by Michael Shalit, authorized agent.

Debtor's List of three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Alan Wasserman                     Loan                   $375,000
90 Woodbridge Center Drive, #90
Box 10
Woodbridge, NJ 07095

Kendall County Tax Assessor        2009-2010 Taxes        $120,000
Collector
Attn: James Hudson
201 E. San Antonio Street
Boerne TX 78006

JM Matkin & Associates LTD         Land Planning and       $26,000
8 Spencer Road, Suite 100          Land Use Area
Boerne, TX 78006


TAYLOR BEAN: Farkas' Mortgage Fraud Trial Set to Start April 4
--------------------------------------------------------------
American Bankruptcy Institute reports that the trial of Lee
Farkas, the former chief executive and chairman of Taylor, Bean &
Whitaker accused of masterminding a nearly $2 billion mortgage
fraud scheme, was expected to start on April 4, 2011, in a federal
courtroom in Alexandria, Virginia.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TCC GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TCC Group, Inc.
        dba Pinnacle Transportation Services
            Pinnacle Transportation Company
        4949 West 34th Street, Suite 12
        Houston, TX 77092

Bankruptcy Case No.: 11-33004

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: William David Weber, Esq.
                  WEBER LAW FIRM
                  6666 Harwin Drive, Suite 220
                  Houston, TX 77036
                  Tel: (713) 789-3300
                  Fax: (713) 893-6004
                  E-mail: wlf@weberlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txsb11-33004.pdf

The petition was signed by Vinnie Lee Barber, president.


TEAM NATION: Delays Filing of 2010 Annual Report
------------------------------------------------
Team Nation Holdings Corporation informed the U.S. Securities and
Exchange Commission that it could not review and complete its
Annual Report on Form 10-K for the period ended Dec. 31, 2010, due
to unreasonable delays imposed by audit firm Kelly & Company
without incurring unreasonable effort and expense in connection
with accurately preparing and presenting all necessary
disclosures.  The Company will file its Annual Report on Form 10-K
as soon as possible.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company's balance sheet at Sept. 30, 2010, showed
$3.03 million in total assets, $7.14 million in total liabilities,
and a stockholders' deficit of $4.10 million.

Kelly & Company CPAs 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, since beginning operations through a recapitalization in
June 2007, has suffered losses from operations and a working
capital deficiency.  "Team Nation Holdings Corporation incurred a
loss from continuing operations for the year ended Dec. 31,
2009 of $3,617,233 and has current liabilities that exceeded
current assets by $5,077,197 and total liabilities that exceeded
total assets by $4,771,129."


TEMPUS RESORTS: Taps Marcum as Financial Advisors
-------------------------------------------------
Tempus Resorts International, Ltd., and its debtor-affiliates seek
permission from the Bankruptcy Court to employ Barry E. Mukamal
and Marcum LLP, as their financial advisors.

The firm's hourly rates are:

          Professional             Hourly Rate
          ------------             -----------
          Partners                  $320-$490
          Senior managers           $250-$290
          Managers                  $190-$265
          Supervisors               $175-$225
          Accounting seniors        $150-$175
          Accounting staff          $135-$160

To the Debtors' knowledge, Marcum represents no interest adverse
to the Debtors in matters upon which it is to be engaged.  Marcum
does not represent the individual interest of any insider or
affiliate of the Debtors.

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.

An official committee of unsecured creditors has been appointed in
the case.


THERMOENERGY CORP: Incurs $9.85 Million Net Loss in 2010
--------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $9.85 million on $2.87 million of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $12.98 million on
$4.01 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.32 million
in total assets, $17.99 million in total liabilities and $11.67
million in total stockholders' deficiency.

Kemp & Company, a Professional Association, in Little Rock,
Arkansas, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred net losses since inception and will
require substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

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

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.


THORNBURG MORTGAGE: Ch.11 Trustee Has Go-Signal to Hire Consultant
------------------------------------------------------------------
Joel I. Sher, the Chapter 11 Trustee in the bankruptcy case of
TMST, Inc., f/k/a Thornburg Mortgage, Inc., won permission to
employ BroadStreet Capital Partners, LP, to provide analytic and
consulting services to the Chapter 11 Trustee.

BroadStreet attests that it does not hold or represent any
interest adverse to the Chapter 11 Trustee, the Debtors or their
estates, and that it is disinterested as that term is defined in
11 U.S.C. Sec. 101(14).

Broadstreet's professionals will bill their time at a blended
hourly rate of $525 per hour for all services rendered, provided,
however, that expert testimony given by Andrew Smith will be
billed at $950 per hour.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, serves as bankruptcy
counsel.  Orrick, Herrington & Sutcliffe LLP serves as special
counsel.  Jim Murray, and David Hilty, at Houlihan Lokey Howard &
Zukin Capital, Inc., serve as investment banker and financial
advisor.  Protiviti Inc. provides financial advisory services.
KPMG LLP is the tax consultant.  Epiq Systems, Inc., is claims and
noticing agent.  Thornburg listed total assets of $24.4 billion
and total debts of $24.7 billion, as of January 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TIB FINANCIAL: Files Form 10-K; Posts $560,000 Net Income
---------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$560,000 on $15.68 million of total interest and dividend income
for the three months ended Dec. 31, 2010, compared with a net loss
of $61.54 million on $81.12 million of total interest and dividend
income for the year ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed $1.75 billion
in total assets, $1.58 billion in total liabilities and $176.75
million in total shareholders' equity.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.

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

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.


TIGRENT INC: Incurs $697,000 Net Loss in 2010
---------------------------------------------
Tigrent Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$697,000 on $102.63 million of revenue for the year ended Dec. 31,
2010, compared with net income of $9.78 million on $170.92 million
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $33.53 million
in total assets, $77.77 million in total liabilities, and a
$44.24 million stockholders' deficit.

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

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.


TILE HOUSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tile House Industries, Inc.
        4545 Granite Drive
        Tucker, GA 30084

Bankruptcy Case No.: 11-60421

Chapter 11 Petition Date: April 4, 2011

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Building 2, 8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.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/ganb11-60421.pdf

The petition was signed by C. Gregory Gomard, president.


TJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TJ Hospitality, Ltd.
        3310 Troup Highway
        Tyler, TX 75701

Bankruptcy Case No.: 11-60315

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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/txeb11-60315.pdf

The petition was signed by Raja Virk, managing member of general
partner.


TVMJ INVESTMENTS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TVMJ Investments, Inc.
        5140 W. Van Buren
        Phoenix, AZ 85043

Bankruptcy Case No.: 11-09158

Chapter 11 Petition Date: April 4, 2011

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Lyndon B. Steimel, Esq.
                  LAW OFFICE OF LYNDON B. STEIMEL
                  14614 N. Kierland Boulevard, #N-135
                  Scottsdale, AZ 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174
                  E-mail: lyndon@steimellaw.com

Scheduled Assets: $360,100

Scheduled Debts: $1,072,000

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-09158.pdf

The petition was signed by Vincenzo Stalteri, president.


ULTIMATE ACQUISITION: Hires Real Estate Consultant and Advisor
--------------------------------------------------------------
Ultimate Acquisition Partners, LP and CC Retail, LLC, will return
to the Bankruptcy Court on April 12, 2011, at 10:30 a.m. for a
hearing on their request to employ Hilco Real Estate, LLC and DJM
Realty Services, LLC in a joint venture as their real estate
consultant and advisor.

The Debtors require Hilco and DJM will to assist in negotiating
the termination, assignment or other disposition of leases and
waivers or reductions of prepetition cure amounts and 11 U.S.C.
Sec. 502(b)(6) claims with respect to their leases.  On Feb. 11,
2011, the Court authorized the closing of the Debtors' 46 retail
stores, all located in space that is leased by the Debtors.

Hilco and DJM attest that they are a "disinterested person," as
defined in 11 U.S.C. Sec. 101(14) and as required by 11 U.S.C.
Sec. 327(a).

Hilco and DJM will be compensated pursuant to certain fixed
percentage basis, as specifically described and in accordance with
the terms of an Engagement Letter.

Hilco and DJM may be reached at:

          DJM Realty Services, LLC
          445 Broad Hollow Road, Suite 225
          Melville, NY 11747
          Attn: Edward Zimmer
          Tel: 631-927-0022
          Fax: 631-752-1231
          E-mail: ezimmer@djmrealty.com

               - and -

          Hilco Real Estate Holdings, LLC
          5 Revere Drive, Suite 206
          Northbrook, IL 60062
          Attn: Joseph Malfitano
          Tel: 847-509-1100
          Fax: 847-897-0868
          E-mail: jmalfitano@hilcotrading.com

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer &
Weiss, P.C., in Southfield, Mich., serve as the Debtor's
bankruptcy counsel.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.


VERINT SYSTEMS: Moody's Puts B1 Rating to Proposed Secured Debt
---------------------------------------------------------------
Moody's Investors Service affirmed Verint System Inc.'s B1
corporate family rating (CFR), and revised the Probability of
Default (PDR) Ratings to B1 from B2.  Moody's also assigned a B1
rating to its proposed secured credit facilities and raised the
Speculative Grade Liquidity rating to SGL-1 from SGL-2.  The new
facilities will be used to refinance Verint's existing debt.  The
ratings outlook remains stable.

Ratings Rationale

Verint's B1 rating reflects its moderately high level of debt to
EBITDA, balanced by strong market positions in the workforce
optimization software industry, and video and communications
security systems industries.  The strong positions are bolstered
by Verint's expertise in software that analyzes unstructured data
(i.e. conversations and video) and their development of analytic
software tools for specific industries.  The ratings also reflect
the expectation the company will continue to moderately use debt
for future acquisitions, but in an amount to keep debt to EBITDA
below 4.5x.

The statement of material weakness in Verint's internal accounting
controls is expected to be remedied in the audit for the fiscal
year ending January 31, 2011.  Nonetheless, until the material
weaknesses are fully resolved and expenses of the restatements
behind them the ratings are considered weakly positioned in the B1
category.  The company's profitability and cash flow have been
impacted significantly in the past three years as a result of the
costs incurred in the restatement process but Moody's expect cash
flow to debt to improve comfortably above 10% over the next year
as the process winds down.

As part of the re-financing, the company is upsizing its
revolving credit facility to $140 (and potentially up to $200)
from $75 million currently while the term loan remains the same
size.  The improvement in liquidity rating to SGL-1 is based on
the increased revolver availability, considerable headroom under
the financial covenant, cash on hand estimated to be at or above
$100 million, as well as Moody's expectation that free cash flow
will improve over the coming year as the last of the accounting
restatement expenses are paid out.  The revolver is expected to
be largely undrawn, except for potential acquisitions.

These ratings were upgraded:

   * Probability of Default Rating to B1 from B2

   * Speculative Grade Liquidity Rating raised to SGL-1 from SGL-2

These ratings were assigned:

   * Proposed $140 (up to $200) million senior secured revolver,
     B1, LGD3, 48%

   * Proposed $580 million senior secured term loan, B1, LGD3, 48%

The existing secured facilities ratings will be withdrawn at
closing of the new facilities.

Moody's most recent rating action on Verint was August 5, 2010,
when Moody's raised the Speculative Grade Liquidity Rating to SGL-
2 from SGL-3.

The principal methodology used in this rating was Moody's Global
Software Methodology published in May 2009.

Verint Systems Inc., headquartered in Melville, NY, is a leading
provider of analytic software and related products for the
workforce optimization and communications and security
intelligence markets.  Verint had revenues of $713 million for the
twelve months ended October 30, 2010.


VIA DEL ORO: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Via Del Oro, LLC
        8490 South Power Road, #105-189
        Gilbert, AZ 85297

Bankruptcy Case No.: 11-09092

Chapter 11 Petition Date: April 4, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: bgunn@gunnfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/azb11-09092.pdf

The petition was signed by Phyllis Brozzo, manager.


VIKANIS LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Vikanis LLC
          dba Puyallup Chevron
        516 S. Meridian
        Puyallup, WA 98371

Bankruptcy Case No.: 11-42700

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Matthew J. Cunanan, Esq.
                  DC LAW GROUP PLLC
                  1900 S. Puget Drive, Suite 203
                  Renton, WA 98055
                  Tel: (206) 494-0400
                  E-mail: matthew@dcgroupnw.com

Scheduled Assets: $777,004

Scheduled Debts: $1,148,831

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-42700.pdf

The petition was signed by Vikas Sachar, CEO/president.


WATERSCAPE RESORT: To Sell Cassa Hotel via Chapter 11
-----------------------------------------------------
Waterscape Resort LLC sought bankruptcy court protection (Bankr.
S.D.N.Y. Case No. 11-bk-11593) on April 5, 2011, after defaulting
on loan payments.

The Company, owner of the 45-story Cassa Hotel and Residences in
Midtown Manhattan, estimated more than $100 million each in assets
and debt as of the bankruptcy filing.

In 2005, Waterscape acquired a property at 66-70 West 45th Street,
New York, consisting of the three contiguous buildings at 66, 68
and 70 West 45th Street in Manhattan, for $20,000,000, to develop
the property into a 45-story condominium project including a
luxury hotel, a world-class restaurant and luxury residential
apartments.  Construction of the hotel and residential units,
given the name "Cassa NY Hotel and Residences," commenced in July
2007 and was completed in September 2010.  Cassa NY includes 165
hotel rooms, 57 residences and a restaurant that hasn't opened.

As of November 2010, the hotel property was assessed at $128
million in market value, and the condominium segment at a sellout
value of $86 million.  The Debtor has approximately $134,400,000
of outstanding secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc., secured
by liens upon all of the assets of the Debtor.

Ezak Assa, executive vice president of the Debtor, relates, "While
the national and global economic crisis, as well as economic
factors local to New York City, has affected the hospitality
industry and the market for residential apartments, and thus the
Debtor's business and overall revenue, the Debtor's operations
remain strong and significant opportunities remain for the
business in the future."

                     Mechanics Lien Disputes

"Unfortunately, the Debtor has for several months been embroiled
in litigation with numerous contractors and subcontractors who
have asserted alleged mechanics lien claims against the Property
totaling approximately $20,000,000," Mr. Assa relates.

Mr. Assa explains that the Debtor's former construction manager,
Pavarini McGovern LLC, has asserted almost half of the total
amount of mechanics lien claims against the Debtor's property.
Over the three plus years that the project was under construction,
many disputes arose between Mr. Pavarini and Waterscape and were
submitted to a dispute resolution board.  During the course of the
project, Mr. Pavarini missed every milestone date, and Waterscape
gave Mr. Pavarini over some 20 notices of default dating as far
back as May 2009.  Unfortunately, while Waterscape and Mr.
Pavarini litigate, Mr. Pavarini's mechanics liens remain of
record.

Because the Debtor has not had sufficient resources to bond the
mechanics liens of Mr. Pavarini and other contractors while the
parties litigate the underlying claims and counterclaims, the
Debtor has not been able to close on pending contracts for the
sale of residential apartment units.  This impediment has
prevented the Debtor from generating revenues which would have
been used to pay its debt service obligations to the secured
lenders.  As a result, Waterscape has defaulted on a principal
payment obligation under its secured loan agreements, and has been
forced to address that default, and other nonpayment defaults, by
seeking bankruptcy relief in the chapter 11 case.

                     Bankruptcy Sale of Hotel

According to Mr. Assa, for several months, the Debtor explored
possible opportunities to sell its hotel assets as a means of
retiring all or substantially all of the mortgage debt currently
owed to its Secured Lenders, thereby leaving Waterscape with a
largely unencumbered inventory of luxury residential apartments to
sell.  In recent weeks, the Debtor's efforts focused upon
negotiations for a sale of the hotel to 70 West 45th Street
Holding LLC, a company with no relationship to Waterscape. Those
efforts were rewarded when, on or about March 11, 2010, the
Buyer executed a contract to purchase the Debtor's hotel assets
for the sum of $126,000,000 (plus a payment of $2,000,000 relating
to certain mortgage tax savings that the Buyer would realize on
the transaction).

According to the court filing, before the Company filed for
bankruptcy, Waterscape advised the Buyer that it would likely have
to file a bankruptcy case in order to address both its obligations
to the Secured Lenders and its numerous mechanics liens disputes.
The Buyer in turn advised that it would terminate the contract if
Waterscape filed a bankruptcy case.  In an attempt to avoid a loss
of the March 11 Agreement, the Debtor proposed to the Buyer that
the Debtor seek approval of the March 11 Agreement pursuant to a
Plan of Reorganization to be filed as soon as practicable after
commencing a bankruptcy case, so that the March 11 Agreement could
proceed to a closing with little if any delay or disruption of the
Debtor's hotel business.  After extensive negotiations between the
Debtor and the Buyer, and extensive discussions with the Secured
Lenders to keep them apprised of the developing situation, the
Buyer and the Debtor reached agreement on the terms of a new
contract for a sale of the Debtor's hotel assets, and that
agreement was memorialized in that certain Agreement of Purchase
and Sale of Membership Interests by and between the Debtor and the
Buyer, dated as of April 1, 2011.

Under the Hotel Sale Contract, the purchase price to be paid for
the Debtor's hotel assets remains $126,000,000 (plus the payment
of approximately $2,000,000 relating to certain mortgage tax
savings that the Buyer would realize on the transaction).  The
deposit to be paid by the Buyer in the sum of $12,600,000 also
remains the same as under the March 11 Agreement.  The deposit was
already paid in connection with the March 11 Agreement and thus no
additional deposit was required.  The Hotel Sale Contact does
alter the mechanics of the closing.  Under the March 11 agreement,
the Buyer was to acquire the Debtor's hotel assets directly from
the Debtor, whereas, under the Hotel Sale Contract, the Debtor
will first contribute its hotel assets to a newly formed limited
liability company subsidiary and then, virtually simultaneously,
the Buyer will acquire 100% of the membership interests in
Waterscape II.  In addition, the Hotel Sale Contract includes
provisions that specifically address the Debtor's then impending
Chapter 11 filing.  Thus, pursuant to the Hotel Sale Contract, the
parties will seek to have the contract approved and closed
pursuant to a plan of reorganization without an auction process.
If the Bankruptcy Court does not enter an order approving the sale
by on or before May 30, 2011, then the Debtor is required to
return one half of the previously paid deposit, leaving a deposit
of $6,300,000 with the Debtor.  In addition, should an auction
process be ordered, the Buyer would be entitled to certain
"Stalking Horse Protections" including a Break-Up Fee equal to 3%
of the agreed sale price, plus a reimbursement of expenses, in the
event that the Debtor were to sell its assets to a different
buyer; and the Buyer's deposit shall be reduced to $2,600,000 and
the balance returned to the Buyer.  Also, the Hotel Sale Contract
provides that the Buyer will have the right to terminate the
contract if the Bankruptcy Court has not approved the contract
within the earlier of July 29, 2011, or the date that is 120 days
after the Petition Date.  Finally, the Hotel Sale Contract
provides that, irrespective of whether an auction process is
ordered, the Debtor will reimburse the Buyer for its costs and
expenses directly relating to the Chapter 11 Case.


WATERSCAPE RESORT: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Waterscape Resort LLC
          aka Cassa NY Hotel And Residences
        15 West 34th Street
        New York, NY 10001

Bankruptcy Case No.: 11-11593

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Brett D. Goodman, Esq.
                  Lee William Stremba, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6170
                       (212) 704-6143
                  Fax: (212) 704-5966
                       (212) 704-6137
                  E-mail: brett.goodman@troutmansanders.com
                          lee.stremba@troutmansanders.com

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

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

The petition was signed by Ezak Assa, executive vice president.

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mark David                         Trade Debt             $638,504
621 Southwest Street
High Point, NC 27260

LOAR Corporate Servicing, Inc.     Trade Debt             $126,085
P.O. Box 737
Yonkers, NY 10704

Koni Corp.                         Trade Debt              $65,747
9654 Siempra Viva Road, Suite 1-2
San Diego, CA 92154

Canfield Madden                    Legal Fees              $53,195

Holland & Knight                   Legal Fees              $26,782

Miron & Sons Linen Service         Trade Debt              $21,914


WEB2B PAYMENT: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WEB2B Payment Solutions, Inc.
        222 South 9th Street, Suite 2910
        Minneapolis, MN 55402

Bankruptcy Case No.: 11-42325

Chapter 11 Petition Date: April 4, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
                  LARKIN HOFFMAN DALY & LINGREN LTD
                  1500 Wells Fargo Plaza
                  7900 Xerxes Avenue South
                  Minneapolis, MN 55431
                  Tel: (952) 835-3800
                  Fax: (952) 896-3333
                  E-mail: kcoreyedstrom@larkinhoffman.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mnb11-42325.pdf

The petition was signed by Ronald D. Schlegel, president.


WESTERN APARTMENT: Days Inn Maui in Chapter 11 for the 3rd Time
---------------------------------------------------------------
Western Apartment Supply & Maintenance Company filed a Chapter 11
petition (Bankr. D. Hawaii Case No. 11-00941) in Honolulu, Hawaii,
on April 5, 2011.

The Debtor, the owner and operator of the Days Inn Maui Oceanfront
Inn at 2980 S. Kihei Road, Kihei, Maui Hawaii, estimated assets
and debts between $10 million and $50 million.  The present owner
acquired the hotel in February 2000.

This is the third time Western Apartment has sought bankruptcy
protection.  It first filed a Chapter 11 petition (Case No. 04-
00072) in January 2004 then returned to Chapter 11 (Case No. 06-
00459) in July 2006.  Both cases were dismissed and Western
Apartment continued to operate the hotel.

Carroll Davis, sole owner and president of the Debtor, said in a
court filing that the latest Chapter 11 case has been filed in
order to allow the Debtor to continue its operations,
notwithstanding a pending state court proceeding, One West Bank v.
Western Apartment Supply & Maintenance Company, Civil No. 10-1-
0045 (Second Circuit, State of Hawaii).

"Like all hotel operations, it has been affected by the downturn
in the Hawaii and world economy," Ms. Davis relates.  "The Debtor
has been unable to satisfy all of the financial demands, including
large debt service payment to its only secured creditor, OneWest
Bank."

At the time of the filing, OneWest Bank filed a Uniform Commercial
Code Financing Statement, covering the various sales receipts and
property of the Estate and the Debtor plans to provide OWB with
adequate protection by way of replacement liens and periodic
payments.

The Debtor believes that with time, the expected recovery of the
economy and the recovery among the Debtor's domestic and foreign
travelers, and the reduction in monthly debt service payments
through adequate protection payments, it will once again be
profitable.

"This Chapter 11 will give the Company an opportunity to scale
back its monthly debt service payments, to streamline operation
and begin to pay down the principal amount in the plan," Ms. Davis
tells the Court.


WESTERN APARTMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Western Apartment Supply & Maintenance Company
        2980 S. Kihei Road
        Kihei, HI 96753

Bankruptcy Case No.: 11-00941

Chapter 11 Petition Date: April 5, 2011

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jeffery S. Flores, Esq.
                  Jerrold K. Guben, Esq.
                  O'CONNOR PLAYDON & GUBEN LLP
                  Pacific Guardian Center
                  Makai Tower, Suite 2400
                  733 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jsf@opglaw.com
                          jkg@opglaw.com

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

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

The petition was signed by Carroll Davis, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Days Inn                           Unpaid Franchise        $69,765
22 Sylvan Way                      Fees
Parisppany, NJ 07054

Insurance Factors                  Unpaid Insurance        $57,342
1325 South Kihei Road, Suite 210
Kihei, HI 96753

Alii Linen Services                Unpaid Linen            $25,773
312H Alamaha Street                Services
Kahului, HI 96732

First Comp                         Unpaid Worker's         $12,004
                                   Compensation Insurance

KMH LLP                            Unpaid Accounting       $10,980
                                   Services

Department of Water Supply         Unpaid Water Service    $10,911

Booking.com                        Unpaid Marketing         $7,002
                                   Services

Sysco Guest Supply                 Unpaid Guest Supply      $6,841

Hawaii Medical Service             Unpaid Health            $4,938
Association                        Insurance

Chris Hart & Partners, Inc.        Unpaid Legal Fees        $3,801

Oceanic Time Warner Cable          Unpaid Cable Services    $2,173

Andy Schor Landscaping &           Unpaid Gardening Work    $1,652
Maintenance

Scott's Refrigeration              Unpaid Repair Work       $1,423

Hawaiian Paradise Coffee           Unpaid Guest Supplies    $1,342

Wavecom Solutions                  Unpaid Phone Service     $1,128

The Gas Company                    Unpaid Gas Service         $972

M3 Accounting Services, Inc.       Unpaid Accounting          $906
                                   Services

First Insurance Company of Hawaii  Unpaid Insurance Fees      $868
LTD

Elavon                             Unpaid Merchant Fees       $686

Saflok                             Unpaid Hotel Locks         $608
                                   and Safe Key/Locks


WESTLAND PARCEL: Has Green Light to Hire Kallman as Accountants
---------------------------------------------------------------
Westland Parcel J Partners, LLC, won Bankruptcy Court permission
to employ Kallman & Co., LLC, to serve as its certified public
accountants.

Kallman served as the Debtor's pre-bankruptcy accountants since
April 2010.  The firm has been paid $21,055 for pre-bankruptcy
accounting services.

The firm will be paid on an hourly basis:

          Stephen Logan, CPA, Partner          $325
          Joyce Chang, CPA, Manager            $225
          Danielle Li, Staff Accountant        $150

On Nov. 12, 2010, Kallman received from the Debtor a $10,000 pre-
bankruptcy retainer, none of which was earned in the prepetition
period.

The firm also has provided accounting services to T. Courtney
Dubar, the Debtor's managing member, as well as to various
entities that Mr. Dubar has an interest in.  The firm is not a
creditor of the Debtor, but Mr. Dubar is a creditor of the Debtor.

Kallman attests that it represents no interest adverse to the
Debtor, or its estate, in the matters upon which it is to be
engaged.

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WINDEMERE APARTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Windemere Apartments, LLC
        2003 Wesley Drive
        Arlington, TX 76012

Bankruptcy Case No.: 11-42050

Chapter 11 Petition Date: April 4, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Chad Aubrey Norcross, Esq.
                  CHAD A. NORCROSS, PLLC
                  5430 Glen Lakes, Suite 260
                  Dallas, TX 75231
                  Tel: (214) 368-9300
                  Fax: (214) 368-9306
                  E-mail: chad.norcross@norcrosslaw.com

Scheduled Assets: $2,238,000

Scheduled Debts: $1,870,000

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

The petition was signed by Viz Ajro, managing partner.


WJO INC: Wins OK to Hire Special Counsel for TMR Cases
------------------------------------------------------
WJO Inc. won Court permission to employ Pond Lehocky Stern
Giordano as special counsel.

Pond Lehocky will represent the Debtor in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments or defend the Debtor's bills and property payments of
those bilsl pertaining to TMR.

Pond Lehocky may be compensated from whatever sum is secured by
the firm from the worker's compensation cases for TMR treatments
from worker's compensation insurance carriers by way of judge's
decision, court decision or lump sum resolution, up to 50% for
professional services for the first $300,000 in funds settled and
collected.  After the first $300,000, the firm may be paid up to
25% for professional services.

Prior to the filing of the bankruptcy case, Pond Lehocky
represented the Debtor in legal matters, and as of the Petition
Date, there were no outstanding fees owed by the Debtor for these
services.

Pond Lehocky's Samuel H. Pond, Esq., attests that his firm has no
connection with the Debtor and is not an insider or affiliate of
the Debtor.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.


WJO INC: Ombudsman Gets OK to Hire Eckert Seamans as Counsel
------------------------------------------------------------
David L. Knowlton, the patient care ombudsman appointed in the
bankruptcy case of WJO Inc., won Bankruptcy Court permission to
employ Eckert Seamans Cherin & Mellott, LLC, to serve as legal
counsel.

Karen Lee Turner, Esq., at Eckert Seamans, attests that the firm
has no connection with the Debtor or any other party-in-interest,
and that the firm is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

Eckert Seamans will be paid on an hourly basis at these rates:

          Karen Lee Turner           $510
          Paralegals                 $100 - $155
          Associates                 $220 - $250
          Other Partners             $375 - $425

The firm may be reached at:

          Karen Lee Turner, Esq.
          ECKERT SEAMANS CHERIN & MELLOTT, LLC
          Two Liberty Place
          50 South 16th Street, 22nd Floor
          Philadelphia, PA 19102
          Tel: (215) 851-8400
          Fax: (215) 851-8383
          E-mail: kturner@eckertseamans.com

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.


* First Quarter Consumer Bankruptcy Filings Fall 6% from 2010
-------------------------------------------------------------
American Bankruptcy Institute reports that consumer bankruptcies
for the first quarter of 2011 decreased 6% nationwide from the
same time period in 2010, according to ABI, relying on data from
the National Bankruptcy Research Center NBKRC.


* Five Hunton Partners Head to DLA's New Miami Outpost
------------------------------------------------------
Bankruptcy Law360 reports that DLA Piper LLP said Monday it had
lured five Hunton & Williams LLP partners, including that firm's
international, bankruptcy and tax practice group leaders, to its
brand-new Miami office.

According to Law360, Carlos Loumiet and John Haley joined DLA as
partners in the corporate practice, Craig Rasile and Andrew Zaron
joined as partners in the bankruptcy practice, and Michael Silva
climbed aboard.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re SS&H, LLC.
   Bankr. S.D. Ala. Case No. 11-01252
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/alsb11-01252.pdf

In Re Rovion Inc.
   Bankr. C.D. Calif. Case No. 11-14461
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/cacb11-14461.pdf

   In Re The Family Post Inc.
      Bankr. C.D. Calif. Case No. 11-14463
         Chapter 11 Petition filed March 30, 2011
            See http://bankrupt.com/misc/cacb11-14463.pdf

In Re Ivan Lee
   Bankr. E.D. Calif. Case No. 11-27845
      Chapter 11 Petition filed March 30, 2011

In Re Frank Wright
   Bankr. N.D. Calif. Case No. 11-11128
      Chapter 11 Petition filed March 30, 2011

In Re Gary Miller
   Bankr. N.D. Calif. Case No. 11-11127
      Chapter 11 Petition filed March 30, 2011

In Re US Capital Corporation
   Bankr. S.D. Calif. Case No. 11-05032
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/casb11-05032.pdf

In Re Gary Olsen
   Bankr. D. Conn. Case No. 11-50614
      Chapter 11 Petition filed March 30, 2011

In Re Twin Oaks Horticultural Associates, LLC
        fdba Deepwood Nursery
   Bankr. D. Conn. Case No. 11-50615
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/ctb11-50615.pdf

In Re Signalstar LLC
        dba Hot Kiss
   Bankr. M.D. Fla. Case No. 11-05874
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/flmb11-05874.pdf

In Re L&J Clark LLC
   Bankr. D. Mass. Case No. 11-12700
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/mab11-12700.pdf

In Re East Tropicana Inv.
   Bankr. D. Nev. Case No. 11-14624
      Chapter 11 Petition filed March 30, 2011
         See http://bankrupt.com/misc/nvb11-14624.pdf

In Re MOSHOSHAUMO, LLC
   Bankr D. Nev. Case No. 11-14614
      Chapter 11 Petition filed March 30, 2011
         filed pro se

In Re James Georginis
   Bankr. D. N.J. Case No. 11-19694
      Chapter 11 Petition filed March 30, 2011

In Re Lance Chatkin
   Bankr. W.D. Pa. Case No. 11-21911
      Chapter 11 Petition filed March 30, 2011

In Re John McCombs
   Bankr. S.D. Ala. Case No. 11-01293
      Chapter 11 Petition filed March 31, 2011

In Re Benjamin Kang
   Bankr. C.D. Calif. Case No. 11-23910
      Chapter 11 Petition filed March 31, 2011

In Re Daniel Rodarte
   Bankr. C.D. Calif. Case No. 11-23824
      Chapter 11 Petition filed March 31, 2011

In Re Gary Bodenweiser
   Bankr. C.D. Calif. Case No. 11-20789
      Chapter 11 Petition filed March 31, 2011

In Re Leonor Zimerman
   Bankr. C.D. Calif. Case No. 11-14045
      Chapter 11 Petition filed April 1, 2011

In Re Waheed Akhtar
   Bankr. E.D. Calif. Case No. 11-27951
      Chapter 11 Petition filed March 31, 2011

In Re Alegria Hipolito
   Bankr. N.D. Calif. Case No. 11-53072
      Chapter 11 Petition filed March 31, 2011

In Re Carole Shelton
   Bankr. N.D. Calif. Case No. 11-11183
      Chapter 11 Petition filed March 31, 2011

In Re Mary Henderson
   Bankr. M.D. Fla. Case No. 11-06181
      Chapter 11 Petition filed March 31, 2011

In Re Jeffrey Purtle
   Bankr. D. Kan. Case No. 11-20880
      Chapter 11 Petition filed March 31, 2011

In Re Michael Gallicchio
   Bankr. D. N.J. Case No. 11-19772
      Chapter 11 Petition filed March 31, 2011

In Re Mark Skoda
   Bankr. W.D. Tenn. Case No. 11-23283
      Chapter 11 Petition filed March 31, 2011

In Re Robert Ruiz
      Patricia Ruiz
   Bankr. W.D. Texas Case No. 11-30602
      Chapter 11 Petition filed March 31, 2011

In Re Bryan Thorell
   Bankr. D. Utah Case No. 11-24430
      Chapter 11 Petition filed March 31, 2011

In Re Allen Ferguson
   Bankr. E.D. Va. Case No. 11-32141
      Chapter 11 Petition filed March 31, 2011

In Re William Warr
   Bankr. N.D. Ala. Case No. 11-40888
      Chapter 11 Petition filed April 1, 2011

In Re Timothy Marine
   Bankr. S.D. Ala. Case No. 11-01313
      Chapter 11 Petition filed April 1, 2011

In Re Huu Tieu
   Bankr. C.D. Calif. Case No. 11-14686
      Chapter 11 Petition filed April 1, 2011

In Re Jacob Jones
   Bankr. M.D. Fla. Case No. 11-02406
      Chapter 11 Petition filed April 1, 2011

In Re Patricia Studier
   Bankr. S.D. Ga. Case No. 11-40690
      Chapter 11 Petition filed April 1, 2011

In Re Jeffrey Geftos
      Cynthia Geftos
   Bankr. E.D. Mich. Case No. 11-49372
      Chapter 11 Petition filed April 1, 2011

In Re Pamela Rodgers
   Bankr. E.D.N.Y. Case No. 11-42754
      Chapter 11 Petition filed April 1, 2011

In Re Jose Hernandez
   Bankr. S.D. Texas Case No. 11-32749
      Chapter 11 Petition filed April 1, 2011

In Re Randall Byrd
   Bankr. W.D. Texas Case No. 11-10781
      Chapter 11 Petition filed April 1, 2011

In Re Edward Byington
   Bankr. W.D. Va. Case No. 11-70729
      Chapter 11 Petition filed April 1, 2011

In Re William Budigan
   Bankr. W.D. Wash. Case No. 11-13822
      Chapter 11 Petition filed April 1, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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The Sunday TCR delivers securitization rating news from the week
then-ending.

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bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
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                           *********

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
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