TCR_Public/110411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 11, 2011, Vol. 14, No. 100

                            Headlines

15-35 HEMPSTEAD: Hearing on Ch. 11 Trustee Appointment on July 25
ACCREDITED HOME: Plan Confirmation Hearing Scheduled for May 19
AIRTRAN HOLDINGS: R. Magurno Resigns; Steven Rossum Succeeds
ALION SCIENCE: Sells $1.7-Mil. of Stock to ESOP Trust
ALLEGIANCE HAWKS: Access to LegacyTexas Bank's Cash Terminated

ALLEGIANCE HAWKS: Disclosure Statement Hearing Set for April 18
AMBAC ASSURANCE: Moody's Withdraws 'Caa2' Fin'l Strength Rating
AMBAC FINANCIAL: Moody's Withdraws 'C' Unsec. Debt Rating
AMBRILIA BIOPHARMA: Seeks to End CCAA Case, To File for Bankruptcy
AMERICAN APPAREL: Annual Meeting Tentatively Set for June 21

AMR CORP: Reports March Traffic; Load Factor at 80.2%
AREHADA MINING: Subject to Temporary Cease Trade Order
AVANTAIR INC: Approves Amendments of Code of Conducts and Ethics
AVENTINE RENEWABLE: Hits Green Plains with $73-Mil. Adversary Suit
AXION INTERNATIONAL: Completes Placement of $1.88MM Pref. Stock

BANK OF GRANITE: John Forlines Discloses 5.17% Equity Stake
BERNARD L. MADOFF: Trustee Sues Private Swiss Banks
BIOCORAL INC: Michael T. Studer CPA Raises Going Concern Doubt
BIOLASE TECHNOLOGY: Expects 1st Qtr. Net Revenue to Hike 10%
BIOVEST INTERNATIONAL: CEO Cites Benefits of Bankruptcy Filing

BRECKENRIDGE EDISON: Faces Dismissal of Chapter 11 Case
BRIGUS GOLD: Deloitte & Touche Raises Going Concern Doubt
BUILDERS FIRSTSOURCE: To Offer $250-Mil. of Sr. Sec. Notes
BUILDERS FIRSTSOURCE: Has $95.7-Mil. January-February Sales
BUSINESS PROFESSIONAL: Case Summary & 6 Largest Unsec Creditors

CARDO MEDICAL: Marcum LLP Raises Going Concern Doubt
CASCADE BANCORP: Incentive Compensation Award to Execs. Okayed
CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market
CHEM RX: Judge Nixes Releases in Liquidation Plan
CHINA CENTURY: Rigrodsky-Led Class Suit Filed in District Court

CHINA CENTURY: Gets Additional NYSE Amex Delinquency Notice
CHINA INTELLIGENT: Receives NYSE Amex Delisting Notice
CIRCLE ENTERTAINMENT: L.L. Bradford Raises Going Concern Doubt
CLEAN DIESEL: Recurring Losses Prompt Going Concern Doubt
CLEAR CHANNEL: Bank Debt Trades at 10% Off in Secondary Market

CLEARWATER FALLS: Case Summary & 5 Largest Unsecured Creditors
CLEARWIRE CORP: Plans to Permit One-Time Option Exchange
CLOUD 9: Case Summary & 2 Largest Unsecured Creditors
COLONIAL BANCGROUP: Wants BB&T to Return $24 Million Collateral
CONMED CORP: Moody's Withdraws 'Ba3' Corporate Family Rating

CONSTAR INT'L: Confirmation Hearing Rescheduled to May 20
COURPSOURCE FINANCE: Moody's Gives 'Caa2' on $200-Mil. Loan
CRYSTALLEX INT'L: Receives Delisting Notification From NYSE Amex
DBSI INC: Reaches Final Resolution of Dispute with GigOptix
DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market

DEX MEDIA WEST: Bank Debt Trades at 11% Off in Secondary Market
DK AGGREGATES: Gets 90-Day Extension to File Chapter 11 Plan
EDGEN MURRAY: Moody's Cuts Corporate Family Rating to 'Caa3'
EDIETS.COM INC: To Offer Non-Transferrable Subscription Rights
EDIETS.COM INC: K. Richardson, et al., to Sell 33MM Common Shares

ELM STREET: Taps Hilton & Hyland as Real Estate Broker
ELM STREET: Taps Weintraub & Selth as Bankruptcy Counsel
EMIVEST AEROSPACE: Court OKs $3.5-Mil. Sale to Utah Firm
ENERGY FOCUS: Plante & Moran Raises Going Concern Doubt
ENERGYCONNECT GROUP: Incurs $308,000 Net Loss in 2010

ENERJEX RESOURCES: Raises $1.9MM Through Common Stock Offering
ENERJEX RESOURCES: James Loeffelbein Holds 19.82% Equity Stake
EVERGREEN ENERGY: To Settle Two Litigations in Colorado
EXPEDIA INC: Moody's Affirms 'Ba1' Corporate; Outlook Stable
EZENIA! INC: McGladrey & Pullen Raises Going Concern Doubt

FANNIE MAE: House Subcommittee Passes GOP Bills
FERREE CABINET: Case Summary & 20 Largest Unsecured Creditors
FIDDLER'S CREEK: Can Solicit Votes For Plan Until May 26
FIDDLER'S CREEK: Taps Fishkind & Associates as Expert Consultant
FIDDLER'S CREEK: Taps Stearns Weaver as Tax Counsel

FIRST FEDERAL: To Offer Rights to Purchase 2.91MM Common Shares
GAP INC: S&P Affirms 'BB+' Corporate Credit Rating
GAS CITY: Sells 50 Service Stations for $135 Million
GENCORP INC: Grants Under 2011 Long-Term Incentive Plan Approved
GENERAL MARITIME: Peter Georgiopoulos Holds 5.78% Equity Stake

GREENBRIER COS: Closes $230MM of 3.5% Conv. Sr. Notes Offering
GRUBB & ELLIS: Receives Listing Standards Notice from NYSE
HARRY & DAVID: U.S. Trustee Forms Creditors Committee
HARRY & DAVID: Seeks to Tap Rothschild as Financial Advisor
HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market

HERCULES OFFSHORE: SEC and DOJ Conduct Separate Investigations
HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
HORIZON LINES: To Settle Puerto Rico Trade Lawsuit for $1.76-Mil.
HQ SUSTAINABLE: Gets NYSE Amex Notice for Non-Filing of Form 10-K
IGATE CORP: Moody's Puts 'B2' Rating on Proposed $770MM Sr. Debt

IMPLANT SCIENCES: Hikes DMRJ Loan to $15 Million
INDIANAPOLIS DOWNS: Seeks Chapter 11 Protection in Delaware
INDIANAPOLIS DOWNS: Case Summary & 20 Largest Unsecured Creditors
INDIANAPOLIS DOWNS: Moody's Cuts PDR to 'D'
INDIANAPOLIS DOWNS: S&P Cuts Secured First Lien Facility to 'D'

INTELSAT SA: Units Receive Consents to Amend Indenture Terms
INTELSAT SA: Files Form S-1; Registers $1.21BB Sr. Notes Due 2017
IRVINE SENSORS: Sells $3.2MM Notes to Costa Brava and Griffin
KOSTAS INC: Case Summary & 20 Largest Unsecured Creditors
KV PHARMACEUTICAL: Adage Capital Discloses 6.08% Equity Stake

LA JOLLA PHARMACEUTICAL: Acquires Rights to RILs From GliaMed
LECG CORP: Completes Sale of European Practice Groups to FTI
LECG CORP: John Hayes Discloses 71.19% Equity Stake
LEE ENTERPRISES: Plans to Sell Junk Bonds to Repay Debts
LIQUIDMETAL TECH: Restates 2010 Form 10-K; Posts $4.69MM Loss

LKQ CORP: Moody's Assigns 'Ba2' Ratings to Sr. Credit Facilities
LODGE NORTH: Wants More Time to File Schedules & Statements
MCCLATCHY CO: Frank Whittaker to Retire as VP Operations
MEDSCI DIAGNOSTICS: Taps MRW Consulting as Accounting Expert
MILIARESIS LLC: Case Summary & 12 Largest Unsecured Creditors

MP-TECH AMERICA: Case Summary & 20 Largest Unsecured Creditors
MPI AZALEA: Plan of Reorganization Declared Effective
MPI AZALEA: Miles Properties Proposes Plan of Liquidation
NATIONAL AUTOMATION: Incurs $540,324 Net Loss in Third Quarter
NBC ACQUISITION: Moody's Cuts Corporate Family Rating to 'Caa2'

NEBRASKA BOOK: Mood's Cuts Rating on $175MM Sr. Notes to Caa3
NEVADA COMMERCE: Closed; City National Bank Assumes All Deposits
NORANDA ALUMINUM: Moody's Upgrades Corporate Family Rating to 'B1'
NYC OPERA: Suspends Plans for Next Season; Reviews Options
ONE RENAISSANCE: Court Approves Hendren & Malone as Attorneys

PACIFIC DEVELOPMENT: Court Approves Model Home Sale to Greg Melven
PARKERVISION INC: Recurring Losses Cue Going Concern Doubt
PASEO CONCORDIA: Case Summary & 7 Largest Unsecured Creditors
PATIENT SAFETY: Kinderhook Partners Discloses 18.7% Equity Stake
PERKINS & MARIE: Misses Payment, Could File C. 11, Says S&P

PETROLEUM & FRANCHISE: Cash Collateral Hearing Set for April 12
PINK MOON: Involuntary Petition Doesn't Stay Landlord's Suit
PLATINUM ENERGY: Tim Culp Discloses 7.97% Equity Stake
PRIME STAR: Delays Filing of 2010 Annual Report
QUANTUM CORP: Names Jon Gacek CEO, Succeeding Rick Belluzzo

QUANTUM CORP: Jon Gacek Appointed Pres., CEO and Board Member
QUANTUM FUEL: Sr. Lender Demands $1 Million Under Term Note B
QWEST COMMUNICATIONS: Completes Merger With CenturyLink
QWEST COMMUNICATIONS: Terminates Shares Offerings to Employees
R&G FINANCIAL: Wants May 31 Plan Exclusivity Extension

RADIO ONE: Obtains $25MM Revolving Facility and $386MM Term Loan
REALOGY CORP: 2013 Loan Trades at 6% Off in Secondary Market
REALOGY CORP: 2016 Loan Trades at 6% Off in Secondary Market
REDWINE RESOURCES: Court Okays BlackBriar as Financial Consultant
REDWINE RESOURCES: Wants Court to Dismiss Chapter 11 Case

RENASCENT INC: Disclosure Statement Hearing Continued to June 9
RENASCENT INC: Hires R. Richardson as Special Litigation Master
REVEAL MEDSPA: Case Summary & 20 Largest Unsecured Creditors
REVLON CONSUMER: Moody's Upgrades Corporate Family Rating to 'B1'
RITE AID: Incurs $555.42 Mil. Net Loss in FY Ended Feb. 26

SATELITES MEXICANOS: Professionals Hiring Part of 1st Day Motions
SAVANNAH OUTLET: Authorized to Use Cash Collateral Until April 30
SCI REAL ESTATE: Court Approves Pachulski Stang as Counsel
SCI REAL ESTATE: Court OKs Kennerly as Special REIT Counsel
SCO GROUP: SEC Suspends Trading of Shares Until April 18

SHILO INN: Wants July 3 Plan Filing Deadline Extension
SKINNY NUTRITIONAL: Jon Bakhshi Discloses 9.41% Equity Stake
STONE RESOURCES: Franchisor's Bad Faith Filing Argument Fails
STRATEGIC AMERICAN: Accepts Resignations of A. Gaines & A. David
SUGARHOUSE HSP: Moody's Affirms 'B3' Corporate Family Rating

SUN COUNTRY: Judge Approves Sale of Petters' Interest
TASEKO MINES: S&P Puts 'B' Long-Term Corporate Credit Rating
TIRE DISTRIBUTORS: Voluntary Chapter 11 Case Summary
TOP SHIPS: Obtains Covenant Breach Waiver from Alpha Bank
TOWN SPORTS: S&P Assigns 'B' Rating on $350MM Sr. Credit Facility

TRAILER BRIDGE: Files Form S-8; Registers 800,000 Common Shares
TRICO MARINE: Unit Exchange Offer Extended Until Today
TRICO MARINE: Court Approves Sale of Trinity River Assets to Lanex
TRITON 88: Voluntary Chapter 11 Case Summary
VU1 CORPORATION: Peterson Sullivan Raises Going Concern Doubt

VYCOR MEDICAL: Paritz & Company Raises Going Concern Doubt
WASHINGTON MUTUAL: Reaches Settlement in Securities Suit
WESTERN SPRINGS: Closed; Heartland Bank and Trust Assumes Deposits
WOLVERINE TUBE: Settles PBGC Claims as Part of Reorg. Plan
YRC WORLDWIDE: Phil Gaines Assumes SVP-CFO Position at YRC Inc.

* S&P's Global Default Tally Rises to Four
* Regulators Shut Nevada, Illin. Bank as Year's Failures Now 28

* FINRA Sanctions Two Firms and Seven Individuals

* Bankruptcy Judge Gonzalez to Teach at NYU Upon Retirement

* BOND PRICING -- For Week From April 4 to 8, 2011


                            *********


15-35 HEMPSTEAD: Hearing on Ch. 11 Trustee Appointment on July 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
resume a hearing on July 25, 2011, at 11:30 a.m., in Camden, New
Jersey, to consider the request of secured lender New York
Community Bank for appointment of a chapter 11 trustee in the
bankruptcy case of 15-35 Hempstead Properties, LLC.

At the July 25 hearing, the Court will also consider the Debtor's
continued use of cash collateral securing obligations to its
lenders.  The Debtor's authority to use the cash collateral is set
to expire on July 30, absent an extension.

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43178) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition (Bankr. D. N.J. Case No. 10-43180) on Oct. 26, 2010.

Jackson 299 Hempstead, LLC, owns a parcel of real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection (Bankr. D. N.J. Case No. 10-43180) on
Oct. 26, 2010.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists Jackson 299 in its restructuring effort.  Jackson
299 estimated its assets and debts at $10 million to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.


ACCREDITED HOME: Plan Confirmation Hearing Scheduled for May 19
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on May 19, 2011, at
10:30 a.m. (prevailing Eastern Time), to consider the confirmation
of Accredited Home Lenders Holding Co., et al.'s Plan of
Liquidation, as amended five times.

Objections and written ballots accepting on rejecting the Plan are
due May 10, at 4:00 p.m.

According to the Disclosure Statement, the Debtors and their
advisors expect unsecured creditors and operating companies to
receive significant recoveries that very well may reach 100% and
expect unsecured creditors of the holding company to receive
recoveries of approximately 65%.  At the beginning of the cases in
May 2009, the Debtors and their advisors expected returns of 5% to
10% to unsecured creditors.  The housing crisis had increased the
Debtors' liabilities while depleting the value of the Debtors'
remaining assets, and the Debtors were faced with the prospect of
initiating and funding prolonged, expensive and ricky litigation
to increase recoveries to creditors.

A black-lined copy of the Fifth Amended Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/AccreditedHome_5thAmendedDS.pdf

                      About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


AIRTRAN HOLDINGS: R. Magurno Resigns; Steven Rossum Succeeds
------------------------------------------------------------
In connection with his scheduled retirement, Richard P. Magurno,
resigned from his positions as Senior Vice President and Secretary
of AirTran Holdings, Inc., and its subsidiary AirTran Airways,
Inc.  Mr. Magurno's retirement from these positions with the
Company and Airways was prearranged with the Company.

On April 1, 2011, Steven A. Rossum succeeded Mr. Magurno as the
Company's Secretary.  Mr. Rossum also continues as the Company's
Executive Vice President and General Counsel and with various
senior positions with Airways.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion
in total assets, $1.64 billion in total liabilities, and
$539.36 million in total stockholders' equity.

                          *     *     *

AirTran carries 'Caa1' corporate family and probability of default
ratings from Moody's Investors Service.  It has 'B-' issuer credit
ratings from Standard & Poor's.

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock totaling $1.4 billion.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for cash and
Southwest stock.  Southwest values the transaction at $3.2 billion
including assumed AirTran debt and aircraft leases.  Southwest
forecasts annual revenue and cost synergies exceeding $400 million
once the airlines' operations are combined by 2013.  Southwest
also sees one-time transaction costs of $300 million to $500
million.  The companies indicated that a closing would not occur
until sometime in the first half of 2011.

Standard & Poor's credit analyst Philip Baggaley said in September
2010, "the combination would weaken Southwest's financial profile,
which S&P characterize as intermediate -- the strongest among
rated U.S. airlines.  Mr. Baggaley said, "Southwest's operating
and financial performance has improved in 2010, with EBITDA
interest coverage increasing to 4.6x for the 12 months ended June
30, 2010, from 3.6x a year earlier and funds from operations to
debt increasing to 20% from 12%.  While these are still below
appropriate levels for the rating category, S&P expects the
improving operating trend to result in increasing levels over the
next several quarters.  AirTran has substantial operating lease
commitments (around $2 billion), since, unlike Southwest, it does
not own many of its aircraft.  These commitments would be assumed
by Southwest, significantly increasing its lease-adjusted debt
obligations."


ALION SCIENCE: Sells $1.7-Mil. of Stock to ESOP Trust
-----------------------------------------------------
Alion Science and Technology Corporation sold approximately
$1.7 million of common stock to the Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust.  The
per share price to be ascribed to the common stock for such sale
will be determined in a valuation of the common stock to be
performed as of March 31, 2011.  The trustee of the ESOP Trust,
State Street Bank & Trust Company, has engaged an independent
third-party valuation firm to assist in establishing a value for
the Company's common stock as of March 31, 2011.  The Company
expects the valuation to be completed by May 10, 2011.

The shares of common stock were sold pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.

                       About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science reported a net loss of $15.23 million on
$833.98 million of contract revenue for the year ended Sept. 30,
2010, compared with a net loss of $17.04 million on
$802.22 million of contract revenue during the prior year.

The Company's balance sheet at Sept. 30, 2010, showed
$646.30 million in total assets, $721.17 million in total
liabilities, $150.79 million in redeemable common stock,
$20.75 million in common stock warrants, and $246.27 million in
accumulated deficit.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.

Moody's said in March 2010 "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


ALLEGIANCE HAWKS: Access to LegacyTexas Bank's Cash Terminated
--------------------------------------------------------------
Secured creditor LegacyTexas Bank notified the U.S. Bankruptcy
Court for the Eastern District of Texas that Allegiance Commercial
Development, L.P., and Allegiance Hawks Creek Commercial, L.P.'s
authority to use the bank's cash collateral has terminated
effective March 30, 2011.

The termination was pursuant to the Court's order granting the
bank relief from the automatic stay and related relief as to real
property (surface estate only), leasehold property, sub-leases and
rents claims as assets of the Debtors.

The bank is represented by:

     Jason T. Rodriguez, Esq.
     HIGIER ALLEN & LAUTIN, P.C.
     5057 Keller Springs Road, Suite 600
     Addison, TX 75001-6231
     Tel: (972) 716-1888
     Fax: (972) 716-1899
     E-mail: jrodriguez@higierallen.com

                      About Allegiance Hawks

Dallas, Texas-based Allegiance Hawks Creek Commercial, LP, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
10-43855) on Nov. 1, 2010.  Stephanie D. Curtis, Esq., Mark A.
Castillo, Esq., and Jason M. Katz, at The Curtis Law Firm, P.C.,
in Dallas, Tex., represent the Debtor in its restructuring effort.
In its schedules, the Debtor disclosed $15,781,966 in assets and
$20,548,132 in liabilities.

The case is jointly administered with Affiliate Allegiance
Commercial Development, LP, (Bankr. E.D. Tex. Case No. 10-43853).


ALLEGIANCE HAWKS: Disclosure Statement Hearing Set for April 18
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene a hearing on April 18, 2011, at 10:30 a.m., to consider
adequacy of the Disclosure Statement explaining Allegiance
Commercial Development, L.P., and Allegiance Hawks Creek
Commercial, L.P.'s Plan of Reorganization dated as of Feb. 28,
2011.  Objections, if any, are due April 11, at 5:00 p.m. (Central
Time).

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides that
through the existing postpetition management, the Reorganized
Debtors will efficiently operate any remaining estate assets, make
distributions and payments required by the Plan, object to Claims
against the Debtors' estates, and prosecute claims and estate
actions against third parties as appropriate.  Funding for the
Debtors' exit from bankruptcy and payment to creditors will come
principally from the sale of the ACD Property and the AHCC
Property to enable the Debtors to make payments to its principal
secured creditors and any net proceeds recovered from the
Westworth Redevelopment Authority Litigation.

WRA owns a 25% partnership interest in the Debtor.

The lender claims will be deemed to be paid in full upon the
receipt by lender of the net proceeds achieved from the sale of
the real property pursuant to the transactions unless the Debtors
recover proceeds into the estates from the litigation with the WRA
and Chesapeake Exploration, LLC.  The lender claims will be paid
up to the allowed amount of its claims from the proceeds to the
extent those allowed claims are not satisfied from the new sales
of the real property.

If any real property remains unsold by Dec. 31; unless otherwise
agreed to by lender, all unsold real property will be deeded to
lender in full satisfaction of the lender allowed secured claims.

The Debtors are represented by:

    Stephanie D. Curtis, Esq.
    Mark A. Castillo, Esq.
    Jason M. Katz, Esq.
    THE CURTIS LAW FIRM, PC
    Bank of America Plaza
    901 Main Street, Suite 6515
    Dallas, TX 75202
    Tel: (214) 752-2222
    Fax: (214) 752-0709
    E-mail: scurtis@curtislaw.net
            mcastillo@curtislaw.net
            jkatz@curtislaw.net

                     About Allegiance Hawks

Dallas, Texas-based Allegiance Hawks Creek Commercial, LP, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
10-43855) on Nov. 1, 2010.  Stephanie D. Curtis, Esq., Mark A.
Castillo, Esq., and Jason M. Katz, at The Curtis Law Firm, P.C.,
in Dallas, Tex., represents the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $15,781,966 in
assets and $20,548,132 in liabilities.

The case is jointly administered with Affiliate Allegiance
Commercial Development, LP, (Bankr. E.D. Tex. Case No. 10-43853).


AMBAC ASSURANCE: Moody's Withdraws 'Caa2' Fin'l Strength Rating
---------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn various
ratings of Ambac Financial Group, Inc. (Ambac) and its operating
subsidiaries.  The ratings were withdrawn for business reasons.
Please refer to Moody's Withdrawal Policy on moodys.com.  The
ratings withdrawals may have implications for certain transactions
wrapped by Ambac Assurance Corporation (AAC) and Ambac Assurance
UK Limited (AUK).

These ratings have been withdrawn:

   -- Ambac Assurance Corporation -- insurance financial strength
      at Caa2;

   -- Ambac Assurance UK Limited -- insurance financial strength
      at Caa2;

   -- Ambac Financial Group Inc. -- senior unsecured debt at C,
      junior subordinated debt at C.

Ratings Rationale

The last rating action on Ambac was taken on March 26, 2010, when
Moody's downgraded the senior unsecured debt of Ambac Financial
Group Inc. to C from Ca.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.

Treatment of Wrapped Transactions

In light of the withdrawal of Ambac's insurance financial strength
ratings, Moody's ratings on non-structured securities that are
guaranteed or "wrapped" by Ambac will be maintained at the
published underlying rating.  If there is no published underlying
rating, the rating on the security will be withdrawn.

Moody's ratings on structured securities that are guaranteed or
"wrapped" by Ambac will be maintained at the published underlying
rating or unpublished underlying rating.  If Moody's is unable to
determine the underlying rating or an issuer had requested that
the guaranty constitute the sole credit consideration, the rating
on the security will be withdrawn.

A list of these securities will be made available under "Ratings
Lists" at www.moodys.com/guarantors.  See Moody's May 6, 2008
special comment "Assignment of Wrapped Ratings When Financial
Guarantor Falls Below Investment Grade", and Moody's November 10,
2008 announcement "Moody's Modifies Approach to Rating Structured
Finance Securities Wrapped by Financial Guarantors".

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world, though it ceased writing material new
business since 2008.


AMBAC FINANCIAL: Moody's Withdraws 'C' Unsec. Debt Rating
---------------------------------------------------------
Moody's Investors Service announced that it has withdrawn various
ratings of Ambac Financial Group, Inc. (Ambac) and its operating
subsidiaries.  The ratings were withdrawn for business reasons.
Please refer to Moody's Withdrawal Policy on moodys.com.  The
ratings withdrawals may have implications for certain transactions
wrapped by Ambac Assurance Corporation (AAC) and Ambac Assurance
UK Limited (AUK).

These ratings have been withdrawn:

   -- Ambac Assurance Corporation -- insurance financial strength
      at Caa2;

   -- Ambac Assurance UK Limited -- insurance financial strength
      at Caa2;

   -- Ambac Financial Group Inc. -- senior unsecured debt at C,
      junior subordinated debt at C.

Ratings Rationale

The last rating action on Ambac was taken on March 26, 2010, when
Moody's downgraded the senior unsecured debt of Ambac Financial
Group Inc. to C from Ca.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.

Treatment of Wrapped Transactions

In light of the withdrawal of Ambac's insurance financial strength
ratings, Moody's ratings on non-structured securities that are
guaranteed or "wrapped" by Ambac will be maintained at the
published underlying rating.  If there is no published underlying
rating, the rating on the security will be withdrawn.

Moody's ratings on structured securities that are guaranteed or
"wrapped" by Ambac will be maintained at the published underlying
rating or unpublished underlying rating.  If Moody's is unable to
determine the underlying rating or an issuer had requested that
the guaranty constitute the sole credit consideration, the rating
on the security will be withdrawn.

A list of these securities will be made available under "Ratings
Lists" at www.moodys.com/guarantors.  See Moody's May 6, 2008
special comment "Assignment of Wrapped Ratings When Financial
Guarantor Falls Below Investment Grade", and Moody's November 10,
2008 announcement "Moody's Modifies Approach to Rating Structured
Finance Securities Wrapped by Financial Guarantors".

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world, though it ceased writing material new
business since 2008.


AMBRILIA BIOPHARMA: Seeks to End CCAA Case, To File for Bankruptcy
------------------------------------------------------------------
Ambrilia Biopharma Inc. said that its Directors have approved
resolutions whereby the Corporation will seek permission to
terminate the protection granted by the Superior Court pursuant to
the Companies' Creditors Arrangement Act and, upon permission of
the Court being granted, the Corporation will file for bankruptcy
pursuant to the Bankruptcy and Insolvency Act and that Raymond
Chabot inc be designated as Trustee.  After their meeting, all the
Directors of Ambrilia, Frederic Porte, Phil Tabbiner, Bonabes de
Rouge and Faraj Nakhleh, have resigned as directors, effective
immediately.

Ambrilia has been operating under the protection of the CCAA since
July 31, 2009.  The Toronto Stock Exchange has delisted the common
shares (symbol:AMB) of Ambrilia as at the close of market on
March 4, 2011 for failure to meet the continued listing
requirements of the TSX.

                      About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB 0.03, -0.04, -57.14%) --
http://www.ambrilia.com/-- is a biotechnology company focused on
the discovery and development of novel treatments for viral
diseases and cancer.  The Company's strategy aims to capitalize on
its broad portfolio and original expertise in virology.
Ambrilia's product portfolio is comprised of oncology and
antiviral assets, including two new formulations of existing
peptides for cancer treatment, a targeted delivery technology for
cancer, an HIV protease inhibitor program as well as HIV integrase
and entry inhibitors, Hepatitis C virus inhibitors and anti-
Influenza A compounds.  Ambrilia's head office is located in
Montreal.


AMERICAN APPAREL: Annual Meeting Tentatively Set for June 21
------------------------------------------------------------
The 2011 Annual Meeting of Stockholders of American Apparel, Inc.,
has been tentatively scheduled for June 21, 2011.  Because the
tentative date of the 2011 Annual Meeting is more than 30 days
before the anniversary date of the 2011 Annual Meeting of
Stockholders, in accordance with Rule 14a-5(f) under the
Securities Exchange Act of 1934, as amended, the Company is
informing stockholders of such change.

For a stockholder proposal to be considered for inclusion in the
Company's proxy statement for the 2011 Annual Meeting in
accordance with Rule 14a-8 under the Exchange Act, the proposal
must be received by the Company's Secretary no later than April
18, 2011.  Any such proposal also must comply with Rule 14a-8
under the Exchange Act.

For a stockholder proposal that is not intended to be included in
the Company's proxy statement for the 2011 Annual Meeting under
Rule 14a-8 under the Exchange Act, written notice of the proposal,
which notice must include the information required by the
Company's bylaws, must be received by the Company's Secretary not
less than 60 days prior to the 2011 Annual Meeting (April 22,
2011), in accordance with the advance notice provisions of the
Company's bylaws.

The address of the Company's Corporate Secretary is: American
Apparel, Inc., Attn: Glenn A. Weinman, Secretary, 747 Warehouse
Street, Los Angeles, California 90021.

                      About American Apparel

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

                       Bankruptcy Warning

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

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

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

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


AMR CORP: Reports March Traffic; Load Factor at 80.2%
-----------------------------------------------------
American Airlines reported that March traffic increased 0.8%
versus the same period last year.  Capacity increased 2.6% year
over year, resulting in a load factor of 80.2% compared to 81.7%
in the same period last year. International traffic increased by
5.2% relative to last year on a capacity increase of 7.1%.
Domestic traffic decreased 1.7% year over year on 0.1% less
capacity.  American boarded 7.4 million passengers in March.

A full-text copy of the press release announcing the Traffic
Results is available for free at http://is.gd/2yQwyh

                       About AMR Corporation

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

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

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

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

                         *     *     *

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

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


AREHADA MINING: Subject to Temporary Cease Trade Order
------------------------------------------------------
Arehada Mining Limited said that a temporary cease trade order was
issued by the Ontario Securities Commission on April 6, 2011 due
to the fact that the Company failed to file the audited financial
statements for the year ended Dec. 31, 2010, accompanying
management's discussion and analysis, annual information form and
related CEO and CFO certifications, as required by Ontario
securities law.

Pursuant to the temporary order, effective immediately, all
trading in the securities of the Company, whether direct or
indirect, shall cease for a period of 15 days from the date of the
order.

The Commission also gave notice that if the default continues, a
hearing will be held to consider whether an order should be made
that all trading in the securities of the Company cease
permanently or for such period as is specified in such order by
reason of the continued default.

Arehada Mining Limited engages in the exploration, development,
extraction, and refining of base metals.  It primarily explores
for lead, zinc, and silver in the Dongwuzhumuqinqi region of Inner
Mongolia, China.  The company is headquartered in Toronto, Canada.


AVANTAIR INC: Approves Amendments of Code of Conducts and Ethics
----------------------------------------------------------------
Avantair, Inc., approved amendments to the Company's Code of
Conduct and Professional Ethics, which applies to all directors
and employees of the Company.  The Code of Conduct was amended to,
among other things, clarify the parties to whom media inquiries
should be made, as well as to reference the creation of a separate
confidentiality agreement, which also applies to all directors and
employees of the Company.

A full-text copy of the Company's Code of Conduct and Professional
Ethics is available for free at http://is.gd/spixfB

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2010, showed $114.81
million in total assets, $141.76 million in total liabilities,
$14.66 million in commitments and contingencies and a
$41.61 million stockholders' deficit.

Avantair reported a net loss of $4.0 million on $143.0 million of
revenue for the fiscal year ended June 30, 2010, compared with a
net loss of $4.5 million on $136.8 million of revenue for the
fiscal year ended June 30, 2009.


AVENTINE RENEWABLE: Hits Green Plains with $73-Mil. Adversary Suit
------------------------------------------------------------------
Bankruptcy Law360 reports that a unit of reorganized Aventine
Renewable Energy Inc. filed suit Wednesday in Delaware to recover
roughly $53 million in payments to Green Plains Renewable Energy
Inc. and $20 million the ethanol supplier allegedly owes under a
railcar sublease.

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW.OB) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 09-11214) on April 7, 2009.  James
L. Patton, Esq., Joel A. Waite, Esq., Matthew Barry Lunn, Esq.,
and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor,
served as bankruptcy counsel to the Debtors.  Dennis A. Meloro,
Esq., and Donald J. Detweiler, Esq., at Greenberg Traurig, LLP,
represented the official committee of unsecured creditors.  When
it filed for bankruptcy protection from its creditors, Aventine
Renewable estimated between $100 million and $500 million each in
assets and debts.  The Court confirmed on Feb. 24, 2010, the
Company's plan of reorganization.  The Company emerged from
Chapter 11 on March 15, 2010.


AXION INTERNATIONAL: Completes Placement of $1.88MM Pref. Stock
---------------------------------------------------------------
Axion International Holdings, Inc., completed a subsequent closing
of a Private Placement of its 10% Convertible Preferred Stock in
an aggregate principal amount of $1,881,250.

The Company issued the stock to accredited investors only pursuant
to Rule 506 of Regulation D and Section 4(2) of the Securities Act
of 1933, as amended.  The securities offered in the Private
Placement have not been registered under the Securities Act, or
any state securities laws, and unless so registered, may not be
sold in the United States except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act and applicable state securities laws.

                     About Axion International

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

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

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


BANK OF GRANITE: John Forlines Discloses 5.17% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John A. Forlines, Jr., Revocable Trust under
Agreement dated Jan. 15, 1992, as restated by Sixth Amendment
dated June 15, 2010, and John A. Forlines, III, disclosed that
they beneficially own 799,639 shares of common stock of Bank of
Granite Corporation representing 5.17% of the shares outstanding.
As of March 15, 2011, 15,454,000 shares of common stock, $1.00 par
value, were outstanding.

                       About Bank of Granite

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

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

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

                      Cease and Desist Order

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

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

                       Going Concern Doubt

The Company reported a net loss of $23.66 million on $44.80
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $25.62 million on $52.64 million of
total interest income during the prior year.

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


BERNARD L. MADOFF: Trustee Sues Private Swiss Banks
---------------------------------------------------
Bankruptcy Law360 reports that Irving H. Picard, the trustee
seeking to recover assets from the Bernard L. Madoff megafraud,
filed complaints Thursday in New York bankruptcy court seeking
$216 million in allegedly fraudulent transfers to two private
Swiss banks, Pictet et Cie and Banque J. Safra (Suisse) SA.

                      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.


BIOCORAL INC: Michael T. Studer CPA Raises Going Concern Doubt
--------------------------------------------------------------
Biocoral, Inc., Filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Michael T. Studer CPA P.C., in Freeport, New York, expressed
substantial doubt about Biocoral's ability to continue as a going
concern.  Mr. Studer noted that the Company had net losses of
approximately $703,300 and $452,600 in 2010 and 2009,
respectively.  "The Company had a working capital deficiency of
approximately $2,125,700 and $1,585,300, at Dec. 31, 2010, and
2009, respectively.  The Company also had a stockholders' deficit
of approximately $4,734,700 and $4,040,800 at Dec. 31, 2010, and
2009, respectively."

The Company reported a net loss of $703,272 on $307,655 of sales
for 2010, compared with a net loss of $452,592 on $425,055 of
sales for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.5 million
in total assets, $6.2 million in total liabilities, and a
stockholders' deficit of $4.7 million.

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

                       http://is.gd/o6iPNm

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.


BIOLASE TECHNOLOGY: Expects 1st Qtr. Net Revenue to Hike 10%
------------------------------------------------------------
BIOLASE Technology, Inc., announced that, based on a preliminary
review of its financial performance, the Company expects to report
net revenue of approximately $10.4 million for the first quarter
ended March 31, 2011.  This is an increase of approximately 10%
from the updated guidance provided last month in the mid-range of
$9.5 million ($9.25 million to $9.75 million) and an increase of
approximately 136% from $4.4 million of net revenue for the first
quarter ended March 31, 2010.

Federico Pignatelli, Chairman and CEO, said, "We are pleased with
the better than expected revenues that we believe we have achieved
during the first quarter, traditionally our slowest quarter of the
year.  Our recently expanded direct sales force in North America
and several of our international distributors have contributed to
the growing sales traction in the period and a strong initial
demand for our new flagship all-tissue laser system launched in
January, the WaterLase(R) iPlusTM, have all contributed to the
quarter performance.  Orders for the WaterLase iPlus have exceeded
our expectations, and we are working diligently to manufacture
enough to keep up with the current demand.  The launch of the
Waterlase iPlus is shaping up to become the most successful in the
history of the Company and we believe it will be a strong
contributor to our future revenue growth.  Demand for our wireless
iLaseTM five watt diode laser system also remained strong in the
period as we continued to receive new orders and work through our
existing backlog."

The Company will provide additional details on a quarterly
conference call and webcast when it reports full financial results
in May.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$18.14 million in total assets, $21.19 million in total
liabilities and a $3.05 million total stockholders' deficit.

BDO USA, LLP raised substantial doubt about the Company's ability
to continue as a going concern.  The accounting firm noted that
the Company has suffered recurring losses from operations, has had
declining revenues and has a working capital deficit at Dec. 31,
2010.


BIOVEST INTERNATIONAL: CEO Cites Benefits of Bankruptcy Filing
--------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Sam Duffy, CEO of Biovest International Inc., said
bankruptcy reorganization has been incredibly positive as an
experience for the Company.

"It has allowed us to do things that even if the finance market
had not closed and we could have continued going on we would never
be where we are today," Mr. Duffy said.

According to DBR, Biovest is edging closer to its goal of bringing
a personalized lymphoma vaccine to market.  It also has seen a
string of successes recently, from honors at oncology conferences
to the announcement of public funding for its Minnesota
manufacturing plan.

Biovest filed for Chapter 11 bankruptcy together with parent
Accentia Pharmaceuticals Inc. in November 2008.  By the end of
October 2008, Accentia had $31.3 million in secured debt and
$30.1 million in unsecured debt, while Biovest's secured and
unsecured liabilities totaled $47 million, according to court
papers.

"Along with [bankruptcy] came the opportunity, while we were out
of the hustle and bustle of being a public company, to really
think about fundamental things that were important to the success
of the company," Mr. Duffy said, according to DBR.  "I'm not so
sure that you can establish a sea change in philosophy in the heat
of the battle, but you certainly can do it in reorganization."

According to DBR, Mr. Duffy said one of the "fundamental things"
that the company decided to refocus on was the cancer vaccine --
known as BiovaxID -- itself.  Mr. Duffy said the vaccine harnesses
the power of a patient's immune system to target cancer cells.
It's created from the patient's own tumor cells, obtained during a
biopsy, and then injected back into the patient, where its "sole
mission in life is to alert the immune system" that the cancer
cells are diseased and need to be attacked.

                    About Biovest International

Headquartered in Tampa, Florida, Biovest International, Inc. --
http://www.biovest.com/-- is a publicly-traded (OTCQB: BVTI),
emerging leader in the field of active personalized immunotherapy
targeting life-threatening cancers of the blood system, and
markets state-of-the-art hollow fiber bio-production instruments,
as well as provides custom cell culture services, including
contract manufacturing.  Its lead product, BiovaxID(R), developed
in collaboration with the National Cancer Institute, is a late-
stage (Phase III), patient-specific, cancer vaccine, targeting the
treatment of follicular non-Hodgkin's lymphoma, mantle cell
lymphoma, and potentially other B-cell blood cancers.

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).  As reported in the Troubled Company Reporter,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on Nov. 17, 2010.


BRECKENRIDGE EDISON: Faces Dismissal of Chapter 11 Case
-------------------------------------------------------
Donna Walter at Missouri Lawyers Media reports that U.S.
Bankruptcy Judge Barry S. Schermer said he is dismissing
Breckenridge Edison Development's Chapter 11 case.  The timing of
the dismissal depends on how quickly Judge Schermer receives
information about fees, according to the report.

                     About Breckenridge Edison

Breckenridge Edison Development LC owns the 288-room Sheraton St.
Louis City Center, in St. Louis, Missouri.  Breckenridge sought
bankruptcy protection shortly before a foreclosure auction that
was set by its creditors.  The Company was reportedly at least 90
days behind on $26 million worth of mortgage-backed securities.

The Company filed a Chapter 11 petition (Bankr. E.D. Miss. Case
No. 10-50558) on Sept. 15, 2010.  Judge Barry S. Schermer presides
over the case.  Michael A. Becker, Esq., at Waltrip & Schmidt
represents the Debtor.  The Debtor estimated assets of less than
$50,000, and debts of between $10 million and $50 million.


BRIGUS GOLD: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------
Brigus Gold, Corp. filed on March 31, 2011, its annual report on
Form 40-F for the fiscal year ended Dec. 31, 2010.

Deloitte & Touche LLP, in Vancouver, Canada, noted that Brigus
Gold incurred a net loss of $67.0 million during the year ended
Dec. 31, 2010, and, as of that date, the Company's current
liabilities exceeded its total current assets by $16.4 million.
The independent auditors said these conditions indicate the
existence of material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss of $67.0 million on $85.9 million
of revenue from sale of gold for 2010, compared with a net loss of
$61.6 million on $47.0 million of revenue from sale of gold for
2009.

At Dec. 31, 2010, the Company's balance sheet showed
$261.4 million in total assets, $185.6 million in total
liabilities, and stockholders' equity of $75.8 million.

A complete text of the Form 40-F is available for free at:

                       http://is.gd/BiJnCK

A complete text of the Company's 2010 audited financial statements
is available for free at http://is.gd/aYSdTl

Based in Halifax, Nova Scotia, Canada, Brigus Gold Corp. (TSX:
BRD)(NYSE Amex: BRD) -- http://www.brigusgold.com/-- is a gold
producer.  The Company operates the wholly owned Black Fox Mine in
the Timmins gold district of Ontario, Canada.  The Black Fox
Complex encompasses the Black Fox Mine and Mill, and adjoining
Grey Fox-Pike River property, all in the Township of Black River-
Matheson, Ontario, Canada.  Brigus is also advancing the
Goldfields Project located near Uranium City, Saskatchewan,
Canada, which hosts the Box and Athona gold deposits.  In Mexico,
Brigus holds a 100% interest in the Ixhuatan Project located in
the state of Chiapas.  In the Dominican Republic, Brigus Gold has
a joint venture covering three mineral exploration projects.


BUILDERS FIRSTSOURCE: To Offer $250-Mil. of Sr. Sec. Notes
----------------------------------------------------------
Builders FirstSource, Inc., intends to offer $250 million
aggregate principal amount of senior secured notes due 2019.  The
notes will be secured by a first priority lien on certain non-
current assets and a second priority lien on certain current
assets of the Company and will be guaranteed on a senior secured
basis by each of the Company's existing and future domestic
subsidiaries.

The Company intends to use the proceeds from the offering to
redeem its outstanding Second Priority Senior Secured Floating
Rate Notes due 2016 as well as its outstanding Floating Rate Notes
due 2012, to repay amounts outstanding under the Company's senior
secured revolving credit facility and to pay the related fees and
expenses associated with the offering and for working capital and
general corporate purposes.

The Company also announced that concurrently with, and subject to
the success of, the notes offering, it is entering into an
agreement to amend its senior secured revolving credit facility.
The amendment, among other things, extends the maturity of the
credit facility to March 31, 2016 and will allow the Company to
increase the revolving credit line at any time from $150 million
up to $350 million in the aggregate, with the consent of the
lenders providing the additional commitments.  The amended senior
secured revolving credit facility will be secured by a first
priority lien on certain current assets and a second priority lien
on certain non-current assets of the Company and its domestic
subsidiaries.

The Company intends to offer the notes in the United States to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
pursuant to Regulation S under the Securities Act.  The notes and
the related subsidiary guarantees have not been registered under
the Securities Act and may not be offered or sold in the United
States without registration or an applicable exemption from the
registration requirements.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

The Company's balance sheet at Dec. 31, 2010, showed
$412.80 million in total assets, $253.30 million in total
liabilities, and $159.50 million in total stockholders' equity.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.  It has a 'Caa1'
long term corporate family rating and 'Caa3' probability of
default ratings, with negative outlook, from Moody's Investors
Service.

In July 2010, when S&P revised the rating outlook to negative and
affirmed the ratings, S&P said the 'CCC+' corporate credit rating
reflects what S&P considers to be the company's vulnerable
business risk and highly leveraged financial profile.  The rating
also reflects Builders FirstSource's exposure to the new
residential construction market, which is experiencing a prolonged
slump, faces highly competitive markets, and has a limited end-
market focus.  In addition, the company's EBITDA loss was
approximately $32 million for the 12 months ended June 30, 2010,
compared with $29 million for the same period a year ago, leading
to its highly leveraged financial profile.  Given its weak
earnings, a trend S&P expects to continue in the near term,
combined with low levels of housing starts and highly competitive
market conditions, S&P expects EBITDA to remain negative through
the remainder of 2010.


BUILDERS FIRSTSOURCE: Has $95.7-Mil. January-February Sales
-----------------------------------------------------------
Builders FirstSource, Inc.'s sales for the two months ended
Feb. 28, 2011 were $95.7 million, a 4.2% increase over sales of
$91.8 million for the two months ended Feb. 28, 2010.  Actual
single family housing starts in the South Region, as defined by
the U.S. Census Bureau, and which includes all of the Company's
markets, declined 19.8% over these same periods.  Lumber commodity
prices were comparable over these same periods.  The Company
believes its sales increased despite the challenging macro-
economic environment due to the strength of the Company's
competitive position, and that the Company's financial results are
indicative of market share gains over this time period.

For the fiscal first quarter ending March 31, 2011, the Company
anticipates that sales will be in the range of approximately $160
million to $165 million; essentially flat with first quarter 2010
sales of $161.4 million on significantly fewer housing starts and
comparable lumber commodity prices.  The Company expects that its
fiscal first quarter Adjusted EBITDA loss will be in the range of
approximately $(9) million to $(12) million, compared to $(15.3)
million in the first quarter of 2010.  A range of net income
(loss) and a reconciliation of Adjusted EBITDA to net income
(loss) cannot be provided at this time because the line items in
the Company's statement of operations have not been finalized with
sufficient certainty.  The Company continues to face a challenging
operating environment, driven largely by conditions in the housing
market and general economic conditions.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

The Company's balance sheet at Dec. 31, 2010 showed
$412.80 million in total assets, $253.30 million in total
liabilities, and $159.50 million in total stockholders' equity.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.  It has a 'Caa1'
long term corporate family rating and 'Caa3' probability of
default ratings, with negative outlook, from Moody's Investors
Service.

In July 2010, when S&P revised the rating outlook to negative and
affirmed the ratings, S&P said the 'CCC+' corporate credit rating
reflects what S&P considers to be the company's vulnerable
business risk and highly leveraged financial profile.  The rating
also reflects Builders FirstSource's exposure to the new
residential construction market, which is experiencing a prolonged
slump, faces highly competitive markets, and has a limited end-
market focus.  In addition, the company's EBITDA loss was
approximately $32 million for the 12 months ended June 30, 2010,
compared with $29 million for the same period a year ago, leading
to its highly leveraged financial profile.  Given its weak
earnings, a trend S&P expects to continue in the near term,
combined with low levels of housing starts and highly competitive
market conditions, S&P expects EBITDA to remain negative through
the remainder of 2010.


BUSINESS PROFESSIONAL: Case Summary & 6 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Business Professional Hirers Inc.
        268 Ave Ponce De Leon, Suite 506
        San Juan, PR 00918

Bankruptcy Case No.: 11-02936

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis E. Correa Gutierrez, Esq.
                  LEDESMA, VARGAS & VILLARRUBIA, P.S.C.
                  Firstbank Puerto Rico
                  P.O. Box 194089
                  San Juan, PR 00919
                  Tel: (787) 296-9500
                  Fax: (787) 296-9510
                  E-mail: lcorrea@lvvlaw.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-02936.pdf

The petition was signed by Nilma Padilla, president.


CARDO MEDICAL: Marcum LLP Raises Going Concern Doubt
----------------------------------------------------
Cardo Medical, Inc., filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Marcum LLP, in Los Angeles, Calif., expressed substantial doubt
about Cardo Medical's ability to continue as a going concern.  The
independent auditors noted that the Company has continuing losses
from operations, negative cash flows and limited cash to fund
future operations.  The Company reported a net loss of
$11.5 million for 2010, compared with a net loss of $5.1 million
for 2009.

The Company's Reconstructive Division and Spine Division were
discontinued during 2010.  Sales from these discontinued
operations were $3.3 million and $1.9 million in 2010 and 2009,
respectively.

At Dec. 31, 2010, the Company's balance sheet showed $5.4 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $3.3 million.

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

                       http://is.gd/RpAxQe

Van Nuys, Calif.-based Cardo Medical, Inc. (OTC BB: CDOM)
-- http://www.cardomedical.com/-- is an orthopedic medical device
company specializing in designing, developing and marketing high
performance reconstructive joint devices and spinal surgical
devices.


CASCADE BANCORP: Incentive Compensation Award to Execs. Okayed
--------------------------------------------------------------
The Board of Directors of Cascade Bancorp approved a one-time
incentive compensation award for certain named executive officers.
The award is intended to serve as a retention vehicle for those
named executive officers and to recognize their efforts in
connection with the Company's previously announced $177 million
capital raise.  The awards included shares of restricted stock at
a value of $6.70 per share and cash as follows: Patricia Moss -
26,288 shares of restricted stock and $117,420 in cash; Gregory
Newton - 14,951 shares of restricted stock and $66,780 in cash;
Michael Delvin - 7,164 shares of restricted stock and $32,000 in
cash; Michael Allison - 7,164 shares of restricted stock and
$32,000 in cash; and Peggy Biss - 7,164 shares of restricted stock
and $32,000 in cash.  The restricted stock granted to the
executive officers is subject to shareholder approval at the
Company's annual shareholder's meeting on April 25, 2011 of the
amendment to the Company's 2008 Performance Incentive Plan
increasing the number of shares of stock reserved for issuance
under the Plan.  The restricted stock is also subject to vesting
over a period of 3 years.

Also on March 30, 2011, the Board of Directors of the Company
approved changes to the Company's annual and long term cash and
equity incentive plans for 2011.  These changes include the
following new target and maximum incentive amounts stated as a
percentage of base salary for named executive officers under the
plan: chief executive officer - 60% target, 90% maximum; president
and chief operating officer - 40% target, 60% maximum; chief
financial officer, chief credit administrator and chief human
resources officer - 40% target, 60% maximum.  In addition, the
Board of Directors approved these changes in base salary: Ms. Moss
received an increase of 3.01% to $403,200, Mr. Newton received an
increase of 5.57% to $235,000, Mr. Allison received an increase of
3.0% to $216,300 and Ms. Biss received an increase of 3.01% to
$202,000.  The new salaries are effective as of April 1, 2011.

On March 30, 2011, the Board of Directors of the Company approved
an amendment to Section 15 of the Company's Amended and Restated
Bylaws.  The amendment provides that the requirement in Section 15
that no person who is age 70 or older may serve on the Board of
Directors may be waived for any director or director nominee by
the affirmative vote of two-thirds of the directors then in
office.

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

The Company's balance sheet at Dec. 31, 2010, showed $1.71 billion
in total assets, $1.70 billion in total liabilities, and
$10.05 million in total stockholders' equity.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on $84.98
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $114.83 million on
$106.81 million of total interest and dividend income during the
prior year.


CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 95.39 cents-on-the-dollar during the week
ended Friday, April 8, 2011, an increase of 0.70 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
300 basis points above LIBOR to borrow under the facility.  The
bank loan matures on November 5, 2014, and carries Moody's 'B2'
rating and Standard & Poor's 'B' rating.  The loan is one of the
biggest gainers and losers among 199 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS was formerly known as CCS Income Trust and changed
its name on November 14, 2007.  The Company was founded in 1984
and is based in Calgary, Canada.


CHEM RX: Judge Nixes Releases in Liquidation Plan
-------------------------------------------------
Bankruptcy Law360 reports that Judge Mary F. Walrath ruled
Thursday that Chem Rx Corp. must remove releases granted to
members of its unsecured creditors committee in its Chapter 11
liquidation plan before it can begin paying off creditors.

Law360 relates that Judge Walrath refused to confirm the plan at a
hearing in the U.S. Bankruptcy Court for the District of Delaware,
saying the committee members provided no meaningful consideration.

                          Creditors' Plan

As reported in the Troubled Company Reporter on Jan. 11, 2011,
Canadian Imperial Bank of Commerce, New York Agency, as
administrative agent for the first lien lenders, and the
official committee of unsecured creditors for Chem Rx Corp. filed
with the U.S. Bankruptcy Court a Joint Plan of Liquidation and
related Disclosure Statement for Chem Rx.

The central component of the Plan is the compromise and settlement
of the Committee Litigation and any and all Claims and Estate
Causes of Action by the Creditors Committee on behalf of the
Debtors' Estates as of the Effective Date against the Secured
Lenders and the First Lien Agent, subject to the occurrence of the
Effective Date.  Additionally, the Plan contemplates the
establishment of a Litigation Trust to prosecute Estate Causes of
Action.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims.  Unimpaired.  Paid in full in Cash,
        without interest.

Class 2. Other Secured Claims.  Impaired.  Each holder of an
        Allowed Other Secured Claim will receive, at the option of
        the First Lien Agent (a) Cash equal to the net proceeds
        of the sale or disposition of the Collateral securing that
        holder's Allowed Other Secured Claim, without interest; or
        (b) the Collateral; or (c) such other Plan distribution
        necessary to satisfy the requirements of the Bankruptcy
        Code.

Class 3. Secured Lender Claims.  Impaired.  Each holder of an
        Allowed Secured Lender Claim will receive:

        a. its Pro Rata share of (i) 100% of the Available
           Proceeds; (ii) beneficial interests in the Litigation
           Trust; and (iii) any Assets of the Debtors remaining on
           the Effective Date, except for (x) the Consummation
           Account, (y) Causes of Action and (z) the Litigation
           Trust Reserve.

        b. upon satisfaction of all Allowed Administrative Claims,
           Allowed Priority Claims, Allowed Priority Tax Claims
           and Allowed Other Secured Claims, its Pro Rata share of
           the amounts remaining in the Consummation Account,
           provided that the Plan Administrator will be entitled
           to deduct certain amounts as provided under the Plan.

        c. tax refunds or any other refund of any kind or nature.

        d. the releases to the Released Claims.

Class 4. General Unsecured Claims.  Impaired.  Holders of Allowed
        General Unsecured Claims will receive their Pro Rata share
        of the beneficial interests in the Litigation Trust and
        receive Litigation Trust Distributions in accordance with
        and pursuant to Section 6.3.9 of the Plan and the terms of
        the Litigation Trust Reserve on the Effective Date.

Class 5. Subordinated Claims.  Impaired.  Holders of Subordinated
        Claims will receive, upon full payment of Secured Lender
        Claims, Secured Lender Deficiency Claims and Second Lien
        Lender Claims, any remaining interest in the Litigation
        Trust Distributions.

Class 6. Equity Interests.  Impaired.  All Equity Interests will
        be deemed canceled and extinguished, and the holders will
        not receive any Plan or Litigation Distribution, or be
        entitled to retain any property or interest in property.

The Available Proceeds refer to the Cash on hand in the
Manufacturers and Traders Trust Company (M&T) Account, the Escrow
Account held by Greenberg Traurig LLP, and the Wells Fargo Account
on the Effective Date, immediately following the funding of the
Consummation Account and the Litigation Trust Reserve pursuant to
terms of the Plan.

The Consummation Account means the account to be established by
the Plan Administrator on the Effective Date which will be funded
(a) first, from funds in the M&T Account at the Effective Date;
and (b) thereafter, in an amount up to a maximum of $4.6 million,
(i) first, from the funds remaining in the Escrow Account on the
Effective Date and (ii) finally, from the funds available in the
Wells Fargo Account on the Effective Date.

The Litigation Reserve refers to the money market account to be
established by the Litigation Trustee and funded in the amount of
$2 million on the Effective Date.

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

    http://bankrupt.com/misc/ChemRx.BlacklinedCommitteeDS.pdf

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as co-
counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CHINA CENTURY: Rigrodsky-Led Class Suit Filed in District Court
---------------------------------------------------------------
Rigrodsky & Long, P.A., announces that a class action lawsuit has
been filed in the United States District Court for the Central
District of California on behalf of all persons or entities who
purchased or otherwise acquired the stock of China Century Dragon
Media, Inc. pursuant and/or traceable to the Company's Feb. 8,
2011 Initial Public Offering and between Feb. 8, 2011 and
March 25, 2011, inclusive, alleging violations of the Securities
Act of 1933 and the Securities Exchange Act of 1934.

According to Rigrodsky & Long, if you wish to discuss this action
or have any questions concerning this notice or your rights or
interests, please contact Timothy J. MacFall, Esquire or Noah R.
Wortman, Case Development Director of Rigrodsky & Long, P.A., 919
North Market Street, Suite 980 Wilmington, Delaware, 19801 at
(888) 969-4242, by e-mail to info@rigrodskylong.com, or via our
website:
http://www.rigrodskylong.com/news/ChinaCenturyDragonMedia-CDM.

The Complaint names China Century, certain of the Company's
current executive officers and directors, and certain underwriters
as defendants.

The Complaint alleges that the Company, certain of its officers
and directors, and certain underwriters issued materially false
and misleading information in China Century's IPO documents.
Thereafter, on March 21, 2011, China Century's stock was halted by
the NYSE AMEX and to date, remains halted.

On March 28, 2011, China Century announced the resignation of its
auditor, MaloneBailey LLP, and that MB had informed the Company
that "due to discrepancies noted on customer confirmations and the
auditors inability to directly verify the Company's bank records,
they believe these irregularities may be an indication of that the
accounting records may have been falsified, which would constitute
an illegal act... As a result, MB stated that it is unable to rely
on management's representations as they relate to previously
issued financial statements and it can no longer support its
opinions related to the financial statements as of Dec. 31, 2009
and 2008."

In addition, on March 23, 2011, China Century received
notification from NYSE Amex of its intention to delist the
Company's common stock.  Moreover, China Century was also notified
by the United States Securities and Exchange Commission (the
"SEC") that it has initiated a formal, non-public investigation
into whether the Company made material misstatements or omissions
concerning its financial statements. On March 24, 2011, the SEC
served a subpoena on China Century regarding its investigation.

According to Rigrodsky & Long, if you wish to serve as lead
plaintiff, you must move the Court no later than May 31, 2011.  A
lead plaintiff is a representative party acting on behalf of other
class members in directing the litigation.  In order to be
appointed lead plaintiff, the Court must determine that the class
member's claim is typical of the claims of other class members,
and that the class member will adequately represent the class.
Your ability to share in any recovery is not, however, affected by
the decision whether or not to serve as a lead plaintiff.  Any
member of the proposed class may move the court to serve as lead
plaintiff through counsel of their choice, or may choose to do
nothing and remain an absent class member.

While Rigrodsky & Long, P.A. did not file the Complaint in this
matter, the firm, with offices in Wilmington, Delaware and Garden
City, New York, regularly litigates securities class, derivative
and direct actions, shareholder rights litigation and corporate
governance litigation, including claims for breach of fiduciary
duty and proxy violations in the Delaware Court of Chancery and in
state and federal courts throughout the United States.

                       About China Century

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


CHINA CENTURY: Gets Additional NYSE Amex Delinquency Notice
-----------------------------------------------------------
China Century Dragon Media, Inc., announced on April 8, 2011, that
on April 5, 2011, it received, as expected, a notice of
noncompliance from the NYSE Amex LLC due to the delay in filing
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2010.  Sections 134 and 1101 of the Exchange Company
Guide require the timely filing of such report with the Securities
and Exchange Commission.  The staff of the Exchange cites the
Company's failure to file its Annual Report within the extended
due date, that due to the fact that the Company's auditor withdrew
its most recent audit opinion, a new independent auditor will need
to complete a full audit of the Company's financial statements,
and the Company's inability to estimate when it will be able to
file the Annual Report in its determination that the Company has
failed to comply with certain additional continued listing
standards of the Exchange.  Given the nature of these deficiencies
and the fact that the Company is already in delisting proceedings,
the Exchange determined that it is inappropriate to offer the
Company a plan period under Section 1009 of the Company Guide to
rectify these issues.  The Company will instead have the
opportunity to address these issues, as well as all of the other
continued listing deficiencies, at its scheduled hearing.

As previously reported, on March 23, 2011, the Company received a
delisting notification from the Exchange due to the Company's
noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e)
and 127 of the Company Guide.  As a result, the Company was
subject to immediate delisting unless it requested an appeal of
the Staff's delisting determination.  In response, the Company
timely appealed the Staff's determination for a hearing before a
Listing Qualifications Panel.  The notice of noncompliance has no
immediate effect on the listing of the Company's common stock on
the Exchange.

The Company also announced it has engaged the law firm of McKenna
Long & Aldridge LLP to serve as its independent counsel in
connection with its investigation into the allegations contained
in the resignation letter of its former auditor, MaloneBailey LLP,
and the investigation initiated by the U.S. Securities and
Exchange Commission.  As previously announced on March 28, 2011,
the Company's Board of Directors formed a Special Investigation
Committee consisting of the independent members of the Board of
Directors to launch an investigation with respect to the concerns
raised by MaloneBailey and the SEC investigation.

                       About China Century

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


CHINA INTELLIGENT: Receives NYSE Amex Delisting Notice
------------------------------------------------------
China Intelligent Lighting and Electronics, Inc., announced on
April 7, 2011, that it engaged Friedman LLP as its new independent
registered public accounting firm.  Pursuant to the engagement
letter, Friedman will audit the financial statements for the years
ended Dec. 31, 2010 and 2009.

The Company also announced that the Special Investigation
Committee has engaged the law firm of Cozen O'Connor to serve as
its independent counsel in connection with its investigation.  As
previously reported, the Board of Directors established a Special
Investigation Committee to investigate allegations contained in
the resignation letter of its former auditors, MaloneBailey LLP.

On April 5, 2011, the Company received a notification from NYSE
Amex LLC of its intention to delist the Company's common stock
pursuant to Section 1009(d) of the Amex Company Guide based on a
determination that it is necessary and appropriate for the
protection of investors to initiate immediate delisting
proceedings.  Based on Amex's review of the resignation letter
from MaloneBailey, it determined that the Company is not in
compliance with Amex listing standards and is therefore subject to
immediate delisting.  Specifically, the Company is subject to
delisting pursuant to Section 1003(f)(iii) in that the Company's
actions and inactions led to MaloneBailey's resignation and
withdrawal of its audit opinions casting material doubt on the
integrity of the Company's financial statements, which were relied
upon by Amex; MaloneBailey's withdrawal of its audit opinions and
that its opinions may no longer be relied upon constitutes a
material misstatement and a violation of Section 132(e); the
withdrawal of MaloneBailey's audit opinions and that there are no
current audited financial information available for the Company as
a result have caused the Company's filings to be noncompliant with
regulations of the SEC and, thus, noncompliant with Section
1003(d); MaloneBailey's withdrawal of its audit opinions calls
into question whether the Company actually met the listing
standards subjecting the Company to delisting pursuant to Section
1002(e); Amex states that, based on the withdrawal of
MaloneBailey's opinions, the Company is not compliant with Section
127; the resignation of Mr. Askew as a member and Chairman of the
Company's Audit Committee leaves the Audit Committee with less
than the required three independent directors and therefore,
violates Section 803B(2); Mr. Askew's resignation also resulted in
the Company having less than majority of independent directors,
which violates Section 802(a); and the filed Form 12b-25 indicates
that the Company will not be able to file its Form 10-K for the
year ended Dec. 31, 2010 within the extended due date and the
Company is unable to estimate when it will be able to complete the
filing, which violates Sections 134 and 1101 requiring timely
filing of such report.

The Company has until April 12, 2011 a limited right to request an
appeal. If the Company does not request an appeal by then, then
the decision will become final and Amex will submit an application
to the SEC to strike the Company's common stock from listing.  If
the Company requests an appeal, then such request will stay a
delisting action.

The Company intends to appeal the delisting determination.  There
can be no assurance that the Company's request for continued
listing will be granted, or even if it is granted, the Company
will be able to execute upon such request in a timely manner or to
the satisfaction of Amex.  The details of the Amex delisting
notice is set forth in Item 3.01 of the Company's Current Report
on Form 8-K filed with the SEC on April 7, 2011.

                       About China Intelligent

China Intelligent Lighting and Electronics, Inc., is a China-based
company that provides a full range of lighting solutions,
including the design, manufacture, sales and marketing of high-
quality LED and other lighting products for the household,
commercial and outdoor lighting industries in China and
internationally.  The Company currently offers over 1,000 products
that include LEDs, long life fluorescent lights, ceiling lights,
metal halide lights, super electric transformers, grille spot
lights, down lights, and recessed and framed lighting.


CIRCLE ENTERTAINMENT: L.L. Bradford Raises Going Concern Doubt
--------------------------------------------------------------
Circle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting net
income of $346.81 million on $0 of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $114.68 million on $0
of revenue during the prior year.  The net profit generated in the
year was primarily on account of a $390.75 million gain from
discharge of net assets due to bankruptcy plan.  The Company's
operating subsidiary sought Chapter 11 protection last year.

The Company's balance sheet at Dec. 31, 2010, showed $1.44 million
in total assets, $2.49 million in total liabilities, and a
$1.05 million stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/xTQK6P

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.


CLEAN DIESEL: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
Clean Diesel Technologies, Inc., filed on March 31, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

KPMG LLP, in Los Angeles, Calif., expressed substantial doubt
about Clean Diesel's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has an accumulated deficit.

The Company reported a net loss of $8.4 million on $48.1 million
of revenues for 2010, compared with a net loss of $8.0 million on
$50.5 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $32.6 million
in total assets, $17.3 million in total liabilities, and
stockholders' equity of $15.3 million.

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

                       http://is.gd/jszPAd

Ventura, Calif.-based Clean Diesel Technologies, Inc. (NASDAQ:
CDTI) -- http://www.cdti.com/-- is, as a result of the recent
business combination with Catalytic Solutions, Inc., a vertically
integrated global manufacturer and distributor of emissions
control systems and products, focused on the heavy duty diesel
(HDD) and light duty vehicle (LDV) markets.


CLEAR CHANNEL: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 90.00 cents-on-the-dollar during the week ended Friday, April
8, 2011, an increase of 2.18 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on January 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 199 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                About CC Media and Clear Channel

Clear Channel Communications, Inc. --
http://www.clearchannel.com/--is a diversified media company with
three primary business segments: radio broadcasting, outdoor
advertising and live entertainment.  Clear Channel (OTCBB:CCMO) is
the operating subsidiary of San Antonio, Texas-based CC Media
Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and a $7.20 billion shareholders'
deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' CCR on CC Media Holdings
reflects the risks surrounding the longer-term viability of the
company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the Company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the Company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEARWATER FALLS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clearwater Falls, LLC
        2825 NW 12th Avenue
        Camas, WA 98607

Bankruptcy Case No.: 11-42754

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  NELLOR RETSINAS CRAWFORD PLLC
                  1201 Main St., P.O. Box 61918
                  Vancouver, WA 98666
                  Tel: (360) 695-8181
                  E-mail: jd@nellorlaw.com

Scheduled Assets: $1,407,250

Scheduled Debts: $2,562,377

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-42754.pdf

The petition was signed by Matthew Morris, member.


CLEARWIRE CORP: Plans to Permit One-Time Option Exchange
--------------------------------------------------------
Clearwire Corporation filed a Definitive Information Statement
with the U.S. Securities and Exchange Commission, relating to an
action taken by written consent of the Company's stockholders on
Feb. 2, 2011, to approve amendments to the Company's equity
compensation plans to permit an option exchange.  The amendments
permit the Company to offer a voluntary one-time exchange of
certain underwater employee stock options for new restricted stock
units to give eligible employees an opportunity to exchange
certain underwater stock options for new restricted stock units.
The number of new RSUs will be determined using exchange ratios
designed to result in the new RSUs having a fair value for
accounting purposes comparable to the stock options that are
exchanged.

The Company said the Information Statement does not constitute an
offer to holders of the Company's outstanding stock options to
exchange options.  The Company added that in no event will the
exchange in the proposed Exchange Offer be completed, if at all,
prior to the date that is forty days from the mailing of the
Notice of Internet Availability of the Information Statement.

The proposed Exchange Offer has not yet commenced.  The Company
will file a Tender Offer Statement on Schedule TO with the SEC
upon the commencement of the proposed Exchange Offer.

                    About Clearwire Corporation

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

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

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

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

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

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

                           *     *     *

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

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


CLOUD 9: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Cloud 9 Vineyards, LLC
        1062 Drum Canyon Rd.
        Buelton, CA 93427

Bankruptcy Case No.: 11-11597

Chapter 11 Petition Date: April 6, 2011

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

Judge: Robin Riblet

Debtor's Counsel: Michael R. Totaro, Esq.
                  TOTARO & SHANAHAN
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  E-mail: mtotaro@aol.com

Scheduled Assets: $1,618,004

Scheduled Debts: $4,039,509

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-11597.pdf

The petition was signed by Joseph Risi, member.


COLONIAL BANCGROUP: Wants BB&T to Return $24 Million Collateral
---------------------------------------------------------------
Bankruptcy Law360 reports that Colonial BancGroup Inc. on Tuesday
asked an Alabama bankruptcy court to order BB&T Corp., which took
over Colonial's namesake bank after it went into receivership, to
return $24 million in collateral related to real estate loans.

Collateral worth $24 million that Colonial provided to BB&T in
connection with three real estate projects was a "fraudulent
transfer" not allowed under bankruptcy law, Colonial asserts,
according to Law360.

                     About The Colonial BancGroup

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

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

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

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


CONMED CORP: Moody's Withdraws 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of CONMED
Corporation, including the Ba3 Corporate Family Rating and Ba3
Probability of Default Rating.  Moody's Investors Service has
withdrawn the credit ratings for its own business reasons.

These ratings were withdrawn:

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, Ba3

   -- $100 million Senior Secured Revolver, due 2011, Ba1, LGD 2,
      23%

   -- $135 million (face value) Senior Secured Term Loan B, due
      2013, Ba1, LGD 2, 23%

   -- $150 million (face value) senior subordinated convertible
      notes, due 2024, B1, LGD 5, 81%

CONMED, headquartered in Utica, New York is a medical products
manufacturer with a focus on surgical devices and equipment for
minimally invasive procedures and monitoring.  The company
conducts business through five operating units, Linvatec (includes
Arthroscopy and Powered surgical instruments), Electrosurgery,
Endosurgery, Endoscopic technologies and Patient Care.  Revenues
for the twelve months ended Dec. 31, 2010 approximated
$714 million.


CONSTAR INT'L: Confirmation Hearing Rescheduled to May 20
---------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District Of Delaware has rescheduled to May 20, 2011, at 3:00
p.m., the hearing to consider the confirmation of Constar
International, Inc., et al.'s Plan of Reorganization, as amended.

The Debtors were previously scheduled to present their pre-
arranged plan for confirmation at an April 25 hearing.

On March 14, 2011, Constar submitted a first amended iteration of
the Disclosure Statement and the Joint Plan of Reorganization.
Copies of the documents are available for free at:

  http://bankrupt.com/misc/constar.noticeofDSmodifications.pdf

According to the Disclosure Statement, the Reorganized Debtors
will emerge with approximately 60% less funded debt, after giving
effect to the restructuring transactions contemplated by the Plan.

The Plan includes: $15 million of indebtedness under the Debtors'
DIP Facility may be rolled over (at the DIP Facility Providers'
election) into the financing available to the Debtors post-
emergence; $100 million of secured indebtedness under the Floating
Rate Notes and Floating Rate Note Indenture will be converted into
(i) $70 million in Shareholder Notes and (ii) 100% of the New
Overage Securities; the remaining $121.4 million of indebtedness
under the Floating Rate Notes and Floating Rate Note Indenture and
all other General Unsecured Claims will be converted into 100% of
the New Common Stock (subject to dilution by the Management
Incentive Plan), which New Common Stock will be distributed to the
Holders of such Claims Pro Rata; and Equity Interests in Constar
will be extinguished.

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan.
11, 2011, with a Chapter 11 plan negotiated with holders of 75% of
the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


COURPSOURCE FINANCE: Moody's Gives 'Caa2' on $200-Mil. Loan
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CorpSource
Finance Holdings, LLC's $425 million first lien senior secured
credit facilities and Caa2 rating to $200 million second lien
senior secured term loan.  Concurrently, CorpSource's Corporate
Family and Probability of Default Ratings was upgraded to B3 from
Caa1.  The rating outlook was changed to stable from negative.

The upgrade reflects CorpSource's stronger credit profile
following the refinancing of the company's capital structure which
alleviates near-term maturities and tightening covenants in 2011.
In addition, the all stock transaction with HOV Services, LLC's
lowers the company's pro forma debt to EBITDA ratio to the mid 5.5
times range for fiscal year-end 2010, provides the company with
greater client diversification and access to a proven IT platform.

HOVS' primary service areas are processing healthcare claims for
healthcare payers, analyzing and processing large volumes of
accounts receivable transactions, offering a technology platform
to process background screening, employee record keeping and human
resource services.  As of December, 31, 2010, HOVS had revenue and
EBITDA of $158.8 million and $30.8 million, respectively.

This is a summary of Moody's rating actions.

CorpSource Finance Holdings, LLC:

   Ratings assigned:

   -- $75 million revolving credit facility at B1 (LGD3, 32%);

   -- $350 million 1st lien term loan facility at B1 (LGD3, 32%);

   -- $200 million 2nd lien term loan facility at Caa2 (LGD5,
      85%);

   Ratings upgraded:

   -- Corporate Family Rating to B3 from Caa1

   -- Probability of Default Rating to B3 from Caa1

   Ratings to be withdrawn:

   -- $183 Million PIK Loan due March 2012 at Caa3 (LGD5, 86%);

SOURCECORP, Incorporated:

   -- $75 million revolving credit facility at B1 (LGD2, 16%);

   -- $70 million 1st lien term loan at B1 (LGD2, 16%);

   -- $200 million 2nd lien term loan at Caa1 (LGD4, 54%);

Ratings Rationale

The B3 CFR reflects CorpSource's relatively small combined revenue
size of under $500 million, expected leverage improvement post-
acquisition that is adequate for the rating category, a history of
declining revenue and profitability, and the risks associated with
merging a relatively large company into its operations.  Sales of
SourceCorp (operating subsidiary) declined steadily in fiscal 2010
due to lower volumes and delays in closing new businesses as a
result of client disruption associated with the transfer of
accounts to a new IT platform.

The ratings are supported by the combined company's increased
scale and revenue opportunities, improved segment and geographic
diversification, a large recurring revenue stream in the BPS
segment and high barriers to entry from competitors.  Sales are
expected to benefit from cross-selling of offerings between the
two entities ,while operating leverage from cost savings should
help improve margins in 2011.

The stable outlook reflects Moody's expectations of modest organic
growth in revenues over the next twelve months with improving
profitability largely driven by cost synergies from the
combination of the two companies.  The outlook incorporates
Moody's view that the integration progresses without significant
difficulties.

The ratings could be downgraded if the process of integration of
the two companies materially weakened financial strength metrics
such that debt to EBITDA increased above 7 times and free cash
flow to debt was negative.

A better than expected recovery in top line performance in
combination with debt to EBITDA expected to be sustained below 5.0
times could warrant an upgrade.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry Rating Methodology published
in October 2010, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

CorpSource is a provider of business process outsourcing solutions
to document and information intensive industries including
healthcare, financial services, legal, government and other
sectors.  The company's largest segment, the Business Process
Solutions (BPS) segment, provides outsourcing solutions that help
customers manage document and information processes.  Post
transaction, CorpSource will be 50% owned by Apollo Management V,
L.P. and the former shareholders of HOVS, Hands on Ventures, LLC.,
own the remaining 50%.  Pro forma for the twelve months ended Dec.
31, 2010, the company reported revenues of approximately $481
million.


CRYSTALLEX INT'L: Receives Delisting Notification 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.
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.  The Exchange staff believes
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."


DBSI INC: Reaches Final Resolution of Dispute with GigOptix
-----------------------------------------------------------
GigOptix, Inc., announced on April 8, 2011, that it has entered
into a settlement agreement with the trustees of the DBSI
Liquidating Trust and the DBSI Estate Litigation Trust.

The settlement arises out of potential claims related to the
bankruptcy of DBSI, Inc. Affiliates of DBSI, Inc. were investors
in a predecessor of GigOptix, which resulted in them becoming
stockholders of GigOptix. DBSI, Inc. was the beneficial owner of
the investment held by its affiliates.  In November 2008, DBSI,
Inc. filed for bankruptcy. The DBSI Liquidating Trust now holds
the shares of GigOptix stock and warrants to purchase 660,473
shares of GigOptix stock.  The warrants have a weighted average
exercise price of $32.35 per share with a range of exercise
periods that expire between Dec. 31, 2011 and April 23, 2017.

An affiliate of the DBSI Liquidating Trust, the DBSI Estate
Litigation Trust, has been evaluating various potential claims
which it might assert against a number of entities, including
GigOptix and certain affiliated parties.  GigOptix's management
has engaged in discussions with the trustee regarding whether the
DBSI Estate Litigation Trust has any claims against GigOptix.
GigOptix has disputed the existence of any such claims, and
intended to vigorously defend any claims made.

The settlement resolves the disputed claims and completely
eliminates all potential litigation.  As part of the settlement,
the trustees have agreed to the cancellation and return of the
existing warrants to purchase 660,473 shares of GigOptix stock.
In exchange, GigOptix has agreed to issue to the DBSI Liquidating
Trust two warrants which will not be exercisable for a period of
six months from the date of issuance; one warrant for 500,000
shares of GigOptix stock which will have a term of three years and
an exercise price of $2.60 per share, and the other warrant, also
for 500,000 shares of GigOptix stock, which will have a term of
four years and an exercise price of $3.00 per share.  The Warrants
may be exercised on a "cashless" exercise basis.  The trustees
have also agreed to release their claims against GigOptix, its
subsidiaries, directors and employees.

GigOptix's Chairman of the Board and Chief Executive Officer,
Dr. Avi Katz, stated, "I am happy to put this matter behind us.
Although we believed that the trustees' claims would not have been
successful, we were eager to avoid the legal expense, waste of
management time and bandwidth and the risk that is always
associated with litigation. I am pleased we were able to resolve
this issue with this significant GigOptix stockholder without any
out of pocket cash costs."

                           About GigOptix

GigOptix is a leading supplier of high performance electronic and
electro-optic components that enable next generation 40G and 100G
fiber-optic telecommunications and data-communications networks.
The Company offers a broad portfolio of high speed electronic
devices including polymer electro-optic modulators, modulator
drivers, laser drivers and receiver amplifiers for telecom,
datacom, Infiniband and consumer optical systems, covering serial
and parallel communication technologies from 1G to 100G. GigOptix
also offers the widest range of mixed-signal and RF ASIC solutions
in the market including Standard Cell, Hybrid and Structured ASICs
targeting the Consumer, Industrial, Defense & Avionics industries.

                           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.


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.36 cents-on-
the-dollar during the week ended Friday, April 8, 2011, an
increase of 0.41 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
October 24, 2014.  The loan is one of the biggest gainers and
losers among 199 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped Ropes & Gray LLP
as its counsel, Cozen O'Connor as Delaware bankruptcy co-Counsel,
J.H. Cohn LLP as its financial advisor and forensic accountant,
and The Blackstone Group, LP, as its financial and restructuring
advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 89.29 cents-on-
the-dollar during the week ended Friday, April 8, 2011, an
increase of 0.69 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
October 24, 2014.  The loan is one of the biggest gainers and
losers among 199 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., was claims and noticing agent.
The Official Committee of Unsecured Creditors tapped Ropes & Gray
LLP as its counsel, Cozen O'Connor as Delaware bankruptcy co-
counsel, J.H. Cohn LLP as its financial advisor and forensic
accountant, and The Blackstone Group, LP, as its financial and
restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DK AGGREGATES: Gets 90-Day Extension to File Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
gave DK Aggregates LLC an additional 90 days from and after
March 7, 2011, to file its proposed chapter 11 plan and disclosure
statement.

Pearlington, Mississippi-based DK Aggregates LLC filed for Chapter
11 bankruptcy protection (Bankr. S.D. Miss. Case No. 10-51823) on
Aug. 9, 2010.  Robert Alan Byrd, Esq., at Byrd & Wiser, assists
the Debtor in its restructuring effort.  The Debtor disclosed
assets of $17,025,695 and liabilities of $7,004,953 as of the
petition date.


EDGEN MURRAY: Moody's Cuts Corporate Family Rating to 'Caa3'
------------------------------------------------------------
Moody's Investors Service lowered Edgen Murray II, L.P.'s
probability of default rating (PDR) to Caa2 from Caa1, its
corporate family rating (CFR) to Caa3 from Caa1 and the company's
12.25% senior secured notes to Caa3 from Caa2.  The downgrade was
prompted by Edgen Murray's continuing weak performance even as
many of its peers began to benefit in 2010 from higher oil prices,
a higher rig count for oil drilling, and increased drilling in and
production from alternative shale plays.  Furthermore, while these
trends may begin to positively impact Edgen Murray in 2011,
Moody's does not see a near-term improvement sufficient to support
the company's previous ratings.  The rating outlook is stable.

These ratings were downgraded:

   For Edgen Murray II, L.P.

   -- Corporate family rating -- to Caa3 from Caa1

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

For Edgen Murray Corporation

   -- 12.25% senior secured notes due 2015 -- Caa3 (LGD5, 87%)
      from Caa2

Ratings Rationale

While the company has seen an increase in inquiries and its
backlog, jobs continue to be very competitively bid.  As a result,
while the company's sales in the second half of 2010 increased 24%
over the first half of the year, its gross and operating profits
have not advanced.  For example, operating income for 2010 was
$5.4 million after adding back $62.8 million in goodwill
impairment. With adjusted debt of approximately $500 million and
annual interest expense of about $57 million, Moody's believes
materially better credit metrics are some distance off.

Another factor driving the downgrade is the declining relative
contribution of Edgen Murray Corporation, which is the issuer of
the company's 12.25% senior secured notes due 2015 and which
represents the U.S. and Canadian operations of Edgen Murray II,
L.P.  The company's Western Hemisphere operations have suffered
relatively worse than the Eastern Hemisphere operations. The non-
US subsidiaries do not guarantee the company's senior secured
notes.

For 2011, Moody's is forecasting Edgen Murray will raise reported
EBITDA to $40 million from $26 million in 2010 (including Moody's
standard adjustments, EBITDA would rise to $45 million from
$31 million), but this will still leave EBITDA to interest below
1.0x and adjusted debt to EBITDA above 10x.

Edgen Murray's Caa3 corporate family rating reflects its high
leverage, exposure to highly cyclical end markets, relatively
small size, negligible tangible assets, negligible profitability,
and Moody's expectation that creditor recoveries will be modest in
the event of a default.  Edgen Murray's ratings are supported by
the company's global presence, solid position in niche markets
within the oil and gas industry, and the countercyclical nature of
its working capital investment, which results in cash inflows when
demand falls.  At Dec. 31, 2010, the company had $62 million of
cash and approximately $81 million of unused availability under
its asset-based revolving credit facility, although a shortfall on
the credit facility's fixed charge coverage ratio effectively
limits access to something closer to $56 million, Moody's
believes. This liquidity is likely to be tapped in 2011 as Edgen
Murray's sales and working capital requirements begin to increase.

The stable rating outlook reflects Moody's expectation for modest
improvement in Edgen Murray's operating performance in 2011.
However, liquidity is likely to deteriorate over the next 12
months, perhaps significantly.  An upgrade would require a return
to an EBITDA to interest ratio of at least 1 times while
generating positive retained cash flow (i.e., cash flow before
changes in working capital) and maintaining a liquidity cushion
comfortably in excess of what might be needed to finance increases
in working capital, capex and other normal uses.  A further
downgrade could be triggered by a continuation of weak operating
income and erosion of liquidity, thereby placing the company
closer to a distress situation.

Edgen Murray's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Edgen Murray's core industry
and believes Edgen Murray's ratings are comparable to those of
other issuers with similar credit risk.  Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.


EDIETS.COM INC: To Offer Non-Transferrable Subscription Rights
--------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-1 regarding the
distribution, at no charge, to holders of the Company's common
stock non-transferable subscription rights to purchase up to
indeterminate shares of the Company's common stock.

A full-text copy of the preliminary prospectus is available for
free at http://is.gd/eNZCEF

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

The Company's balance sheet as of June 30, 2010, showed
$7.3 million in total assets, $4.9 million in total liabilities,
and stockholders' equity of $2.4 million.

As reported in the Troubled Company Reporter on March 15, 2010,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that of the Company's
recurring operating losses, working capital deficiency and net
capital deficiency.


EDIETS.COM INC: K. Richardson, et al., to Sell 33MM Common Shares
-----------------------------------------------------------------
Kevin A. Richardson II and his affiliates are offering to sell up
to 33,068,145 shares of common stock of eDiets.com, Inc.,
consisting of 27,972,866 shares of common stock and 5,095,279
shares of common stock issuable upon exercise of warrants.  The
shares of common stock and the shares of common stock issuable
upon exercise of the warrants were originally issued to the
selling stockholders in private placements.  The selling
stockholders may sell all or a portion of these shares from time
to time in market transactions through any market on which the
Company's common stock is then traded, in negotiated transactions
or otherwise, and at prices and on terms that will be determined
by the then prevailing market price or at negotiated prices
directly or through a broker or brokers, who may act as agent or
as principal or by a combination of such methods of sale.  The
selling stockholders will receive all proceeds from the sale of
the common stock offered hereby.  The Company will not receive any
of the proceeds from the sale of the common stock by the selling
stockholders.

The Company's common stock is traded on The Nasdaq Capital Market
under the symbol "DIET."  On April 1, 2011, the last reported
sales price for the Company's common stock on The Nasdaq Capital
Market was $0.52 per share.

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

                        http://is.gd/EA3XBI

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

The Company's balance sheet as of June 30, 2010, showed
$7.3 million in total assets, $4.9 million in total liabilities,
and stockholders' equity of $2.4 million.

As reported in the Troubled Company Reporter on March 15, 2010,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that of the Company's
recurring operating losses, working capital deficiency and net
capital deficiency.


ELM STREET: Taps Hilton & Hyland as Real Estate Broker
------------------------------------------------------
Elm Street Partners LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Hilton &
Hyland, Christie's International Real Estate as real estate
broker.

A hearing is set for April 20, 2011, at 9:30 a.m., to consider
approval of the Debtor's request.

The firm will assist the Debtor in marketing and selling of
individual condominium units.

The Debtor agrees to pay the firm a brokerage commission in the
amount of 5% of the sale price from each unit.

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

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.


ELM STREET: Taps Weintraub & Selth as Bankruptcy Counsel
--------------------------------------------------------
Elm Street Partners LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Weintraub
& Selth APC as general bankruptcy counsel.

The firm will render legal advice t the Debtor concerning its
rights and responsibilities as a debtor-in-possession.

The firm's attorneys and their compensation rates:

   Attorneys                    Hourly Rates
   ---------                    ------------
   Daniel J. Weintraub, Esq.    $525
   James R. Selth, Esq.         $485
   Charles Speed, Esq.          $325
   Legal Assistants             $150-$175

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

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.  The Debtor estimated its assets and
debts at $10 million to $50 million.

EMIVEST AEROSPACE: Court OKs $3.5-Mil. Sale to Utah Firm
--------------------------------------------------------
As widely reported, Emivest Aerospace Corp. received bankruptcy
court approval Thursday in Delaware to sell most of its assets to
MT LLC for $3.5 million.

Dow Jones' DBR Small Cap reported that Emivest in March canceled
its bankruptcy auction after one only group -- Utah company called
MT LLC -- offered up a bid for the luxury jet maker.

Bankruptcy Law360 notes that the $3.5 million offered by MT LLC is
roughly half the price offered in a deal that fell through last
month.

Judge Brendan L. Shannon signed off on the sale at a hearing in
the U.S. Bankruptcy Court for the District of Delaware, allowing
Emivest to avoid liquidation, according to Law360.

                  About Emivest Aerospace

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

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

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


ENERGY FOCUS: Plante & Moran Raises Going Concern Doubt
-------------------------------------------------------
Energy Focus, Inc., filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Plante & Moran, PLLC, in Cleveland, Ohio, expressed substantial
doubt about Energy Focus Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company incurred
net losses of $8,517,000 and $11,015,000 during the years ended
Dec. 31, 2010, and 2009.  In addition, the Company's line of
credit came due in 2009, and the Company has not obtained any
financing on a long-term basis.
The Company reported a net loss of $8.5 million on $35.1 million
of sales for 2010, compared with a net loss of $11.0 million on
$12.5 million of sales for 2009.
At Dec. 31, 2010, the Company's balance sheet showed $20.4 million
in total assets, $13.7 million in total liabilities, and
stockholders' equity of $6.7 million.
A complete text of the Form 10-K is available for free at:
                       http://is.gd/WeZ496

Solon, Ohio-based Energy Focus, Inc. (NASDAQ: EFOI) --
http://www.energyfocusinc.com/-- designs, develops, manufactures,
and markets energy-efficient lighting products, and is a leading
provider of turnkey, energy-efficient, lighting solutions in the
governmental and public sector market, general commercial market,
and the pool market.


ENERGYCONNECT GROUP: Incurs $308,000 Net Loss in 2010
-----------------------------------------------------
EnergyConnect Group, Inc., reported a net loss of $2.75 million on
$769,000 of revenue for the three months ended Jan. 1, 2011,
compared with a net loss of $2.27 million on $850,000 of revenue
for the same period during the prior year.  The Company also
reported a net loss of $308,000 on $31.64 million of revenue for
the twelve months ended Jan. 1, 2011, compared with a net loss of
$3.22 million on $19.92 million of revenue during the prior year.

The Company's balance sheet at Jan. 1, 2011 showed $15.92 million
in total assets, $11.31 million in total liabilities, and
$4.61 million in stockholders' 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/u1wWed

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


ENERJEX RESOURCES: Raises $1.9MM Through Common Stock Offering
--------------------------------------------------------------
EnerJex Resources, Inc., completed two transactions concurrently
on March 31, 2011, in which the Company sold 5,676,644 shares of
common stock at $0.60 per share and repurchased 3,750,000 shares
of common stock at $0.40 per share.

These transactions resulted in 1,926,644 net shares being issued
for net proceeds to EnerJex of $1,905,990, resulting in a net
issuance price of $0.99 per share.  As part of the transaction,
the Company issued to investors common stock purchase warrants for
the purchase, in the aggregate, of 2,838,322 shares of common
stock.  The warrants have a cash strike price of $0.90 and expire
at the end of 2011.

EnerJex's CEO, Robert Watson, Jr., commented, "Today's
announcement is a testament to our focus on per-share value
creation.  We capitalized on a unique opportunity to repurchase
stock at what we believe is a very attractive price, and we
brought in some additional capital to accelerate the development
of our oil assets.  The Company has enough cash on hand to execute
a drilling program in 2011 aimed to aggressively grow oil
production in the current price environment."

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at Sept. 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows


ENERJEX RESOURCES: James Loeffelbein Holds 19.82% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James D. Loeffelbein and his affiliates
disclosed that they beneficially own 15,249,430 shares of common
stock of EnerJex Resources, Inc., representing 19.82% of the
shares outstanding.  A full-text of the filing is available for
free at http://is.gd/75XxNk

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at Sept. 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows


EVERGREEN ENERGY: To Settle Two Litigations in Colorado
-------------------------------------------------------
Evergreen Energy Inc. entered into a Binding Termsheet with C-Lock
Inc. v. C-Lock Technology Inc. and Evergreen Energy Inc. and C-
Lock Technology, Inc. v. Dr. Patrick Zimmerman, Scott Zimmerman
and C-Lock, Inc., Case No. 10CV9640 (District Court for the City
and County of Denver, Colorado) to settle the two litigations.
All parties agreed to the immediate dismissal of the Arbitration
and the Lawsuit with prejudice and each party to bear its own fees
and costs.  Additionally, all parties executed broad mutual
releases of all claims known and unknown.

Pursuant to the Binding Termsheet, the parties will enter into a
Second Amended and Restated Non-Exclusive Sublicense Agreement
replacing the existing Amended and Restated Exclusive Sublicense
Agreement.  The Second Sublicense provides the Company and C-Lock
Technology Inc. non-exclusive rights to use certain licensed
technology in the energy field for an annual fee of $100,000.

The parties also entered into an option agreement giving the
Company and CLT the option to enter into a Third Amended and
Restated Exclusive Sublicense, provided such option is exercised
by Dec. 31, 2011.  The Third Sublicense would provide the Company
and CLT with exclusive rights to certain licensed technology in
the energy field for an annual license fee of $250,000, plus a
royalty equal to the greater of (a) 1% of net sales of the entire
GreenCert suit, or (b) 3% of net sales of the Greenhouse Gas
Calculator alone, to the extent such royalty exceeds $250,000.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


EXPEDIA INC: Moody's Affirms 'Ba1' Corporate; Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed Expedia, Inc.'s Ba1 corporate
family rating (CFR), probability-of-default rating (PDR), and
senior unsecured notes ratings, and SGL-1 speculative grade
liquidity rating.  Moody's also revised the rating outlook to
stable from positive.

"The revised stable outlook for Expedia reflects Moody's view that
a near term upgrade is unlikely until there is more clarity
regarding the capital structure post spin-off of TripAdvisor,"
said VP-Senior Credit Officer Stephen Sohn.  "We will also
evaluate management's financial policies and strategies for
growing the core Expedia business in an increasingly competitive
online travel market," added Sohn.  The revised outlook follows
Expedia's just announced plan to spin-off its TripAdvisor
subsidiary into a separate public company.

Depending on how the existing debt is allocated between 'new'
Expedia and TripAdvisor, Expedia's debt to EBITDA (Moody's
adjusted) could approach 3x if all of the debt remains at Expedia.

Expedia's rating is well positioned at Ba1.  While the new Expedia
will no longer benefit from the faster growing, higher margin
TripAdvisor business, Moody's anticipates that Expedia will
continue to have a moderate level of debt to EBITDA for the Ba1
rating level and strong free cash flow generation.  Trip Advisor
accounted for 31% of total Operating Income Before Amortization
(OIBA) and 15% of total revenues in 2010 (not adjusted for certain
consolidating eliminations).

Expedia has had aggressive financial policies with regard to share
repurchases in the past.  Consequently, Moody's will evaluate
management's developing financial policies in light of improving
access to capital markets, the resumption of share buybacks ($500
million of share repurchases during 2010), and the potential for
increased acquisition activity within a consolidating online
travel market.

Expedia's Ba1 rating is supported by the company's leading
position in the consumer online travel agency market, moderate
leverage, solid profitability, and steady cash flow generation.
The company's ability to maintain strong credit metrics, including
robust cash flow, through economic cycles reinforces the strength
of the company's globally recognized brands and the viability of
its distribution network, which continues to benefit from online
penetration of travel expenditures.

Expedia's Ba1 CFR could be raised if Expedia maintains its leading
market share among third party, hotelier, and airline online
travel websites, continues to generate organic revenue growth, and
adheres to conservative financial policies, including debt to
EBITDA (after adjustments) of less than 2.5x on a sustained basis.

The rating could be downgraded if the company's competitive
position were to weaken (as measured by revenue and operating
margin performance), or financial leverage as measured by debt to
EBITDA adjusted for leases increases over 3.5x for an extended
period of time.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology rating methodology
published in October 2010.

Ratings affirmed:

   -- Corporate family rating at Ba1;

   -- Probability-of-default rating at Ba1;

   -- $400 million senior unsecured notes due 2016 at Ba1 (LGD 4,
      50%);

   -- $500 million senior unsecured notes due August 2018 at Ba1
      (LGD 4, 50%);

   -- $750 million senior unsecured notes due 2020 at Ba1 (LGD 4,
      50%);

   -- Speculative Grade Liquidity Rating of SGL-1

The rating outlook is stable.

Headquartered in Bellevue, Washington, Expedia, Inc., with annual
revenues over $3.3 billion, is a leading online travel company.


EZENIA! INC: McGladrey & Pullen Raises Going Concern Doubt
----------------------------------------------------------
Ezenia! Inc. filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

McGladrey & Pullen, LLP, in Boston, Mass., expressed substantial
doubt about Ezenia!'s ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring
losses, and negative cash flows from operations and has limited
existing resources available to meet 2011 commitments.

The Company reported a net loss of $2.8 million on $2.7 million of
revenue for 2010, compared with a net loss of $3.4 million on
$3.5 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $4.6 million
in total assets, $4.0 million in total liabilities, and
stockholders' equity of $612,000.

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

                       http://is.gd/dwjJNA

Nashua, New Hampshire-based Ezenia! Inc. (OTC BB: EZEN)
-- http://www.ezenia.com/-- develops and markets products that
enable organizations to provide technically advanced high-quality
group communication to commercial, governmental, consumer and
institutional users.


FANNIE MAE: House Subcommittee Passes GOP Bills
-----------------------------------------------
American Bankruptcy Institute reports that the House Financial
Services Capital Markets and Government Sponsored Enterprises
Subcommittee yesterday passed a set of bills that would scale back
the mortgage-financing activities of Fannie Mae and Freddie Mac.

                            About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FERREE CABINET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ferree Cabinet Company, Inc.
        2356 W. Industrial Park Dr.
        Bloomington, IN 47404

Bankruptcy Case No.: 11-04066

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  BINGHAM, FARRER & WILSON
                  342 Massachusetts Avenue, Suite 300
                  Indianapolis, IN 46204
                  Tel: (317) 261-4740, Ext. 321
                  Fax: (317) 261-4740
                  E-mail: ehopper@bfwlawyers.com

Scheduled Assets: $200,095

Scheduled Debts: $1,643,886

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/insb11-04066.pdf

The petition was signed by Larry Ferree, president.


FIDDLER'S CREEK: Can Solicit Votes For Plan Until May 26
--------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida extended the exclusive period of Fiddler's
Creek LLC and its debtor-affiliates to solicit acceptances of
their Chapter 11 plan of reorganization until May 26, 2011.

According to the Troubled Company Reporter on March 25, 2011, the
Debtors scheduled a May 26 hearing for confirmation of its
reorganization plan after the bankruptcy judge in Fort Myers,
Florida, signed an order March 23 approving the explanatory
disclosure statement.

The Debtors proposed a revised plan after reaching agreement with
the official creditors' committee, an ad hoc group of homeowners,
and two lenders, Regions Bank NA and Fifth Third Bank.

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

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

                       About Fiddler's Creek

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

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

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


FIDDLER'S CREEK: Taps Fishkind & Associates as Expert Consultant
----------------------------------------------------------------
Fiddler's Creek LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Fishkind & Associates as expert consultants to provide
expert economic analysis, reports and testimony in connection with
the feasibility of the Debtors' second amended plans of
reorganization and financial projections.

Henry H. Fishkind, Ph.D., president of the firm, charges $400 per
hour for research and $800 per hour for testimony.

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

                       About Fiddler's Creek

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

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

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


FIDDLER'S CREEK: Taps Stearns Weaver as Tax Counsel
---------------------------------------------------
Fiddler's Creek LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., as special corporate and tax counsel.

The firm will provide will consist principally of general
corporate advice, strategic tax advice, services relating to
financings, and services in connection with the negotiation of the
Exit Facility, among other things.

The firm's professionals and their compensation rates:

   Professionals            Hourly rates
   -------------            ------------
   Patricia                 $595
   Jane Houk                $400
   Peter Desiderio          $425
   Leigh Fletcher           $325
   William Mason            $195

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

                       About Fiddler's Creek

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

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

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


FIRST FEDERAL: To Offer Rights to Purchase 2.91MM Common Shares
---------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed with the U.S.
Securities and Exchange Commission a Form S-1 registration
statement with regards to the distribution, at no charge, to
holders of the Company's common stock, $0.01 par value per share,
non-transferable subscription rights to purchase up to 2,908,071
shares of Common Stock at a price of $3.00 per share, which could
result in net proceeds of approximately $8.5 million.

A full-text copy of the preliminary prospectus is available for
free at http://is.gd/3SuUuo

           About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company's balance sheet at Sept. 30, 2010, showed
$632.34 million in total assets, $592.88 million in total
liabilities, and stockholders' equity of $39.46 million.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by Dec. 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., 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 of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

First Federal reported a net loss of $5.36 million on
$7.01 million of total interest income for the three months ended
Sept. 30, 2010, compared with a net loss of $23.23 million on
$8.69 million of total interest income for the same period the
prior year.


GAP INC: S&P Affirms 'BB+' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said it revised the ratings
outlook on San Francisco-based Gap Inc. to stable from positive.
"At the same time, we assigned a 'BB+' rating to the proposed
senior unsecured notes with a recovery rating of '3', indicating
expectations for meaningful (50%-70%) recovery of principal in the
event of default," S&P said.

"We also affirmed our 'BB+' corporate credit rating on the
company," S&P noted.

"The outlook revision reflects our view of Gap's somewhat more
aggressive financial policy and an increase in leverage as a
result of senior note issuance and its recently completed
$400 million term loan transaction," said Standard & Poor's credit
analyst Helena Song.  "It also reflects our view that
operating performance is not likely to improve meaningfully in the
near term," S&P added.


GAS CITY: Sells 50 Service Stations for $135 Million
----------------------------------------------------
Joe Vince at Homewood-Flossmoor reports that Gas City's 50 service
stations and truck stops were auctioned off for $135 million in a
sale process sanctioned by the bankruptcy court.  According to the
report, fourteen different buyers purchased the stations, and
multiple bids were placed on most of the properties, said Daniel
Zazove, the Chicago attorney representing Gas City.  In the
Chicago area, the stations include locations in Frankfort, Mokena,
New Lenox, Shorewood, Oswego, Darien and Joliet.  Stations
elsewhere in the state, as well as in Indiana, Arizona and
Florida, also were auctioned off.  The sale of these stations will
go toward paying the money Gas City owes but it isn't enough to
cover the entire debt.  The auction will be finalized in U.S.
Bankruptcy Court in Chicago on April 13, 2011.  The sale could
take 45 days or more to close the individual sales of the
properties.

                        About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Ill., is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

The Bankruptcy Court extended Gas City's exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
April 20, 2011, and May 20, respectively.


GENCORP INC: Grants Under 2011 Long-Term Incentive Plan Approved
----------------------------------------------------------------
The Organization & Compensation Committee of the Board of
Directors of GenCorp Inc. approved grants to eligible employees of
the Company including the named executive officers under the
Company's 2011 Long-Term Incentive Program and pursuant to the
Company's Amended and Restated 2009 Equity and Performance
Incentive Plan.

The Company uses long-term incentive compensation to focus on the
importance of returns to shareholders, promote the achievement of
long-term performance goals, encourage executive retention, and
promote higher levels of Company stock ownership by executives.

On March 30, 2011, the Company held its Annual Meeting of
Shareholders.  The matters voted on by shareholders and the voting
results are:

Proposal 1. Election of Directors.  These nominees for director
            were elected:

            * Thomas A. Corcoran
            * James R. Henderson
            * Warren G. Lichtenstein
            * David A. Lorber
            * James H. Perry
            * Scott J. Seymour
            * Martin Turchin
            * Robert C. Woods

Proposal 2. Approval of an amendment to the GenCorp Amended and
            Restated 2009 Equity and Performance Incentive Plan to
            eliminate the limitation on the number of shares
            available to be issued as Full Value Awards.  The
            amendment to the Amended and Restated 2009 Equity and
            Performance Incentive Plan was approved.

Proposal 3. Approval of an advisory resolution regarding the
            compensation of GenCorp's named executive officers.
            The advisory resolution was approved.

Proposal 4. To act upon an advisory vote on the frequency at which
            GenCorp should include an advisory vote regarding the
            compensation of GenCorp's named executive officers.
            Consistent with the recommendation of the Board of
            Directors, the majority of the votes cast were cast in
            favor of an annual advisory vote on executive
            compensation.

Proposal 5. Ratification of the appointment of
            PricewaterhouseCoopers LLP, an independent registered
            public accounting firm, as independent auditors of the
            Company for the fiscal year ending Nov. 30, 2011.  The
            appointment of PricewaterhouseCoopers LLP was
            ratified.

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Nov. 30, 2010, showed
$991.50 million in total assets, $1.19 billion in total
liabilities and $200.20 million in total shareholders' deficit.

                          *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."


GENERAL MARITIME: Peter Georgiopoulos Holds 5.78% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter C. Georgiopoulos disclosed that he
beneficially owns 6,503,241 shares of common stock of General
Maritime Corporation representing 5.78% of the shares outstanding,
based upon 112,593,272 shares of common stock outstanding as of
April 5, 2011.

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.78 billion
in total assets, $1.45 billion in total liabilities, and a
$332.04 million total shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due October 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and October 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GREENBRIER COS: Closes $230MM of 3.5% Conv. Sr. Notes Offering
--------------------------------------------------------------
The Greenbrier Companies, Inc., announced the closing of its
previously announced offering of $230 million aggregate principal
amount of 3.5% Convertible Senior Notes due 2018 which includes
$15 million aggregate principal amount of the Notes issued to the
initial purchasers in connection with the exercise of their over-
allotment option.  The Notes were offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The Notes are senior unsecured
obligations and rank equally in right of payment with the
Company's other unsecured debt.

Greenbrier intends to use the net proceeds from the offering,
together with additional cash on hand, to (i) purchase any and all
of Greenbrier's outstanding $235 million aggregate principal
amount of its 8 3/8% senior notes due 2015 that are tendered
pursuant to a cash tender offer and consent solicitation which
Greenbrier announced on March 30, 2011, (ii) pay the consent and
other fees in connection with such cash tender offer and consent
solicitation and (iii) redeem or otherwise retire any and all 2015
Notes that remain outstanding following consummation or
termination of the cash tender offer.

The Notes and the shares of Greenbrier common stock issuable upon
conversion of the Notes will not be registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

The Company has increased the size of its previously announced
offering of $200 million aggregate principal amount of Convertible
Senior Notes due 2018 to $215 million.  Greenbrier has also
granted the initial purchasers a 30-day over-allotment option to
purchase up to an additional $15 million aggregate principal
amount of Notes on the same terms and conditions.

The Notes will bear interest at an annual rate of 3.5% payable
semiannually in arrears in cash on April 1 and October 1 of each
year, beginning on Oct. 1, 2011.  The Notes will be convertible
into shares of Greenbrier's common stock, based on an initial
conversion rate of 26.2838 shares of Greenbrier's common stock per
$1,000 principal amount of Notes, which is equivalent to an
initial conversion price of approximately $38.05 per share of
common stock.  This represents a premium of 37.5% above the last
reported sale price of Greenbrier's common stock on the New York
Stock Exchange on Wednesday, March 30, 2011 (which was $27.67 per
share).  The conversion rate and conversion price are subject to
adjustment in certain events, such as distributions, dividends or
stock splits.  The Notes will mature on April 1, 2018, unless
earlier repurchased by the Company or converted in accordance with
their terms prior to such date.  The Notes will be senior
unsecured obligations and will rank equally with all of the
Company's existing and future senior unsecured debt and senior to
all of its existing and future subordinated debt.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GRUBB & ELLIS: Receives Listing Standards Notice from NYSE
----------------------------------------------------------
Grubb & Ellis Company reported that on April 7, 2011, it was
notified by the New York Stock Exchange that it is not currently
in compliance with the NYSE's continued listing standards, which
require a minimum average closing price of $1 per share over 30
consecutive trading days.

Subject to providing required notice and an ongoing assessment by
the NYSE, the company is permitted up to a six-month period, from
the date of the notification to cure this deficiency. During this
period, Grubb & Ellis common shares will continue to be listed and
traded on the NYSE, subject to its compliance with other NYSE
continued listing standards, and a ".BC" indicator will be affixed
to the GBE ticker symbol. As required, the company intends to
notify the NYSE that it intends to cure the deficiency. The
company's business operations, SEC reporting requirements and debt
instruments are unaffected by the notification.

On March 21, Grubb & Ellis announced that it had engaged JMP
Securities to explore strategic alternatives, including the
potential sale or merger of the company. Grubb & Ellis also
announced on March 30, that it had received an $18 million
financing commitment from Colony Capital, LLC, in the form of a
senior secured term loan facility, which gives Colony 60 days to
evaluate the possibility of making a larger strategic investment.

                    About Grubb & Ellis Company

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

                            *     *    *

Grubb & Ellis Companyt filed on March 31, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.  The Company
reported a net loss of $69.7 million on $575.5 million of revenues
for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.  The net loss attributable to
Grubb & Ellis Company for the year ended Dec. 31, 2010 was $66.8
million.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


HARRY & DAVID: U.S. Trustee Forms Creditors Committee
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee in the Harry &
David Bankruptcy filed a motion appointing the seven-member
unsecured creditors committee.  The committee members are: Craig
Yamaoka of Pension Benefit Guaranty Corp., David R. Wiedwald of
Convergys Customer Management Group Inc., Dan Pevonka of RR
Donnelley, Peter DeRosa of American List Counsel Inc., Ronald M.
Tucker of Simon Property Group, Inc., Robert E. Bernosky of Marich
Confectionery Assoc. and James Lewis, representing indenture
trustee Wells Fargo.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARRY & DAVID: Seeks to Tap Rothschild as Financial Advisor
-----------------------------------------------------------
BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a motion to hire Rothschild (Contact:
Neil A. Augustine) as financial advisor and investment banker for
a monthly fee of $150,000 and a $2 million recapitalization fee.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
on March 28, 2011 (Bankr. D. Del. Case No. 11-10884).

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 88.44 cents-on-
the-dollar during the week ended Friday, April 8, 2011, an
increase of 0.66 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 199 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended Sept. 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended Sept. 30, 2010, the Company recorded
an operating loss of $81.4 million, compared to an operating loss
of $721.1 million during the comparable period in 2009.  The
improved operating loss versus the prior period was primarily due
to charges of $581.5 million related to asset impairments recorded
during the three months ended September 27, 2009.

The Company's balance sheet at June 27, 2010, showed $3.420
billion in total assets, $3.408 billion in total liabilities, and
stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on $639.3
million of total sales for the three months ended June 27, 2010,
compared with net income of $172.2 million on $816.3 million of
sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HERCULES OFFSHORE: SEC and DOJ Conduct Separate Investigations
--------------------------------------------------------------
Hercules Offshore, Inc., received a subpoena issued by the
Securities and Exchange Commission requesting the delivery of
certain documents to the SEC in connection with its investigation
into possible violations of the securities laws, including
possible violations of the Foreign Corrupt Practices Act in
certain international jurisdictions where the Company conducts
operations.  The Company was also notified by the Department of
Justice on April 5, 2011, that certain of the Company's activities
are under review by the DOJ.

At this time, it is not possible to predict the outcome of the
investigations, the expenses the Company will incur associated
with these matters, or the impact on the price of the Company's
common stock or other securities if the SEC or DOJ takes any
actions regarding these investigations.  The Company said ti
intends to respond fully to the SEC subpoena and cooperate with
the SEC and DOJ in their investigations.

                      About Hercules Offshore

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

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

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

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

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


HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 98.84 cents-
on-the-dollar during the week ended Friday, April 8, 2011, an
increase of 0.95 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
11, 2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
199 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hercules Offshore

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

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

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


HORIZON LINES: To Settle Puerto Rico Trade Lawsuit for $1.76-Mil.
-----------------------------------------------------------------
Horizon Lines, Inc., entered into a Settlement Agreement with the
Commonwealth of Puerto Rico and the named plaintiffs, individually
and representing a class of indirect purchasers to resolve claims
relating to the Puerto Rico trade.  Sea Star Line, LLC, and
Crowley Liner Services, Inc., are also parties to the Settlement
Agreement.  The Settlement Agreement was entered into by the
parties pursuant to a Memorandum of Understanding among the same
parties.  The Settlement Agreement is subject to court approval.
There can be no assurance that the Settlement Agreement will be
approved.

Under the Settlement Agreement, the plaintiffs and the
Commonwealth of Puerto Rico agree to settle claims alleged in
three lawsuits filed against each of the Company, Sea Star and
Crowley.  Two lawsuits are putative class-action lawsuits on
behalf of indirect purchasers, one of which is pending in the
Court of First Instance for the Commonwealth of Puerto Rico and
the other is pending in the United States District Court for the
District of Puerto Rico.  The third was filed by the Commonwealth
of Puerto Rico in the Court of First Instance in its own right and
on behalf of indirect purchasers.  Pursuant to the Settlement
Agreement, each of the defendants will pay a one-third share of
the total settlement amount of $5,300,000.  Accordingly, the
Company has agreed to pay $1,766,667 as its share of the
settlement amount.  If the Settlement Agreement is finally
approved, the settling defendants will receive a full release from
the named plaintiffs, from the members of the settlement class,
and from the Commonwealth of Puerto Rico in its own right and as
parens patriae.

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on $1.16
billion of operating revenue for the fiscal year ended Dec. 26,
2010, compared with a net loss of $31.27 million on $1.12 billion
of operating revenue for the fiscal year ended Dec. 20, 2009.

The Company's balance sheet at Dec. 26, 2010 showed
$785.75 million in total assets, $745.96 million in total
liabilities and $39.79 million in total stockholders' equity.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  Ernst &
Young noted that there is uncertainty that Horizon Lines will
remain in compliance with certain debt covenants throughout 2011
and will be able to cure the acceleration clause contained in the
convertible notes.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


HQ SUSTAINABLE: Gets NYSE Amex Notice for Non-Filing of Form 10-K
-----------------------------------------------------------------
HQ Sustainable Maritime Industries, Inc., announced that it had
received a notice from the NYSE Amex dated April 1, 2011 stating
that the Company was not in compliance with certain continued
listing standards of the NYSE Amex Company Guide. Specifically,
the Company was not in compliance with standards set forth under
Sections 134 and 1101 of the Exchange Company Guide since the
Company has not yet filed its Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2010.  The Exchange notified the
Company that pursuant to Section 1003(d) of the Company Guide, the
Exchange was authorized to suspend and, unless prompt corrective
action is taken, remove the Company's securities from the
Exchange.  Currently, the trading in the Company's securities has
been halted.

The Company must submit a plan of compliance by April 15, 2011
advising the Exchange staff of the actions it has taken, or will
take, that would bring the Company into compliance with foregoing
Sections by no later than June 30, 2011.  The Company is taking
steps to prepare and submit such a plan to the Exchange staff by
the required submission date.

If the Company's plan to regain compliance is accepted by the
Exchange, the Company may be able to continue its listing during
this period, during which time it will be subject to periodic
review to determine progress consistent with the plan. If,
however, the plan is not accepted by the Exchange, the Company
will be subject to delisting procedures as set forth in the
Company Guide.  Under Company Guide rules, the Company has the
right to appeal the determination by the Exchange staff to
initiate delisting proceedings. There is no assurance that the
Exchange staff will accept the Company's plan of compliance or
that, even if such plan is accepted, the Company will be able to
implement the plan within the prescribed timeframe.

                   About HQ Sustainable Maritime

HQ Sustainable Maritime Industries, Inc., produces and markets
health products derived from marine based raw materials as well as
Tilapia resulting from vertically integrated operations. HQS
practices cooperative farming of sustainable aquaculture, produces
all-natural enriched feeds, Tilapia value added products and
health products. The Company markets its nutraceutical and health
products, including its "Omojo" branded health products through
retail and franchise sales in China.  Some of these products are
now being introduced to the United States. The World Brand
Laboratory and also the China Health Care Association have
recognized these as China leading Health product brands. The
Company produces and sells certified, value added Seafood
products, including "Gluten Free" "Lillian's Healthy Gourmet"
products in the United States through its Seattle based affiliate.
US based sales have been expanded to include "Omojo" health
products.


IGATE CORP: Moody's Puts 'B2' Rating on Proposed $770MM Sr. Debt
----------------------------------------------------------------
Moody's Investors Service assigned B1 corporate family and
probability of default ratings to iGate Corporation.  In addition,
Moody's assigned a B2 rating to the proposed $770 million senior
unsecured debt and a speculative grade liquidity ("SGL") rating of
SGL-1 to the company.  The rating outlook is stable.  This is the
first time Moody's has rated the debt of iGate Corporation.

Rating Rationale

iGate's B1 CFR reflects the company's i) moderately high financial
leverage of about 5 times debt to EBITDA (Moody's adjusted),
ii) small size and scale relative to larger and financially
stronger information technology (IT) services and outsourcing
providers, iii) concentrated customer base, and iv) significant
challenges associated with integrating Patni, a much larger
company based in India.

At the same time, iGate's B1 rating is supported by a recurring
revenue stream from longstanding customer relationships, solid
operating margins (high teens percentage), good liquidity profile
(over $300 million of pro forma cash on hand with anticipated
annual free cash flow over $50 million), significant offshore
labor infrastructure (greater than 80% of the work force is
located offshore), and the overall favorable outlook for the
outsourced IT services industry as enterprise clients seek to
reduce costs by migrating further to an offshore delivery model.

The stable outlook reflects Moody's expectation that iGate will
successfully integrate the Patni acquisition while growing
revenues at a pace slightly ahead of Moody's projected global IT
services industry revenue growth target of 4% due to the higher
demand for IT outsourcing services in low-cost offshore markets
like India.  The stable outlook also considers Moody's expectation
that debt to EBITDA will decrease to about to the mid 4 times
level by the end of 2012 through profit expansion arising from a
recovering global economy and acquisition cost synergies.  Moody's
further expects the company to maintain its high cash balance of
over $300 million through the Patni integration period, and
disciplined financial policies where any shareholder enhancement
activity is funded through excess free cash flow.

iGate's rating could be upgraded if the company were to
demonstrate sustainable organic revenue growth, solid improvements
in operating margins and free cash flow, and a meaningful
reduction in leverage (i.e., Moody's adjusted debt to EBITDA of
less than 3.5 times and free cash flow to debt of at least 10% on
a sustained basis).  The ratings could be downgraded if debt to
EBITDA exceeds 6 times for an extended period of time.

The B2 rating on the proposed $770 million senior unsecured note
primarily reflects its junior position in the capital structure.
Moody's considers the guarantee on the unsecured notes from one of
iGate's U.S. subsidiaries to be of limited value.  This is because
the non-guarantor subsidiaries (located primarily in India)
generated 95% of pro forma annual revenues for the year ended Dec.
31, 2010 and held 98% of the pro forma assets as of the end of the
fiscal year.  As a result, the senior unsecured notes rank junior
to the revolving credit facilities and certain unsecured
obligations (e.g., trade payables and operating leases) at the
foreign subsidiaries.

The structure also creates the potential for structural
subordination of the senior unsecured notes.  This would arise if
any of the foreign subsidiaries issues debt.  The amount of senior
debt that could be raised at the time of any such issuance will be
limited by a Consolidated Priority Debt Leverage Ratio based upon
a multiple of adjusted EBITDA.  To the extent that any significant
amount of debt is issued at the non-guarantor subsidiaries
(subject to the incurrence covenant), the CFR and unsecured notes
rating could be downgraded.

Moody's views the $350 million of preferred stock issued to the
financial sponsor as debt like due to the six year maturity at
which time the holders may require iGate to redeem its shares for
cash equal to the accrued liquidation preference.

The ratings were assigned in connection with iGate's proposed
acquisition of about 83% of Patni Computer Systems Ltd. for about
$1.22 billion.  The Patni acquisition is expected to close in the
first half of 2011.  The assigned ratings are subject to review of
final documentation and no material change in the terms and
conditions of the transaction as advised to Moody's.

These were assigned:

   -- Corporate Family Rating -- B1

   -- Probability of Default Rating -- B1

   -- $770 Million Senior Unsecured Notes due 2016 -- B2 (LGD 4 --
       57 %)

   -- Speculative Grade Liquidity Rating of SGL-1

The rating outlook is stable.

The principal methodology used in this rating was Moody's Global
Business and Consumer Service Industry rating methodology
published in October 2010.

With projected annual revenues near $1 billion, iGate Corporation
(Nasdaq: IGTE), is a global outsourcing provider of IT services
and solutions with a significant offshore delivery model in India.


IMPLANT SCIENCES: Hikes DMRJ Loan to $15 Million
------------------------------------------------
Implant Sciences Corporation and DMRJ Group LLC entered into an
Omnibus Fourth Amendment to Credit Agreement and Sixth Amendment
to Note and Warrant Purchase Agreement, pursuant to which the
maturity of all of the Company's indebtedness to DMRJ, including
indebtedness under (i) an amended and restated senior secured
convertible promissory note dated March 12, 2009, (ii) a senior
secured convertible promissory note dated July 1, 2009 and (iii)
an amended and restated revolving promissory note dated April 23,
2010, was extended from March 31, 2011 to April 7, 2011. The
Amendment also increased the amount the Company may borrow under
the revolving promissory note from $10,000,000 to $15,000,000.

The Company's subsidiaries, Accurel Systems International
Corporation, C Acquisition Corp. and IMX Acquisition Corp., each
of which has guaranteed the Company's obligations under the Notes,
joined in the execution of the Amendment and reconfirmed their
respective obligations as guarantors under the Company's credit
documents.

A full-text copy of the Omnibus Fourth Amendment to Credit
Agreement and Six Amendment to Note and Warrant Purchase Agreement
is available for free at http://is.gd/TgYOaX

                      About Implant Sciences

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

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

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


INDIANAPOLIS DOWNS: Seeks Chapter 11 Protection in Delaware
-----------------------------------------------------------
Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs operates a "racino," which is a combined reace
track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs is 95.39% owned by Oliver Racing LLC -- owned
by a group of family trusts managed by Ross Mangano -- 3.07% owned
by John S. Warriner and 1.54% owned by Ross Mangano, who also
serves as the Chairman of the Board of Managers.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Gregory F. Rayburn, chief restructuring officer of Indianapolis
Downs, relates in a court filing, "Despite the success of 2010,
the Debtors faced certain operational issues inherent in the early
stages of a gaming facility and financial issues, primarily their
ability to service the long term debt incurred because of an
initial $250 million state-mandated license fee and a high
statutory tax rate."

"Although the Debtors currently operate the Casino and the Track
on a cash-positive basis, additional revenue enhancements and
operational and marketing efforts are being implemented which will
realize increased operating profits during these bankruptcy
cases," Mr. Rayburn added.

Still in the "start-up" phase of the operations at the permanent
facility and under stable management, the Debtors continue to
experience positive operating results. The Company has an asset
which is far superior to that of its competitors and operates in a
relatively underpenetrated market with significant growth
opportunities.  Presently, the Company is current on its trade
payables and experiencing positive cash flow on an operational
basis, Mr. Rayburn points out.

"The Debtors simply need time to overcome some of the initial
costs and burdens of establishing the business, including a $250
million licensing fee and a high statutory tax rate required by
the state of Indiana.  Although a consensual and negotiated
"standstill" period in which the Debtors could address the
financial restructuring required of its long term debt was
preferred, the Debtors were not able to negotiate the relief
needed with their lenders.  As a consequence, the Debtors were
required to file these Cases to permit them to continue to improve
their operations, benefit from the value enhancements available to
the Debtors, and reorganize themselves.

The Debtors are seeking approval from Judge Brendan Linehan
Shannon of "first day" motions to: (a) continue operations with as
little disruption as possible; (b) maintain the confidence and
loyalty of customers and employees; (c) obtain authority to use
cash collateral or debtor-in-possession financing; (d) comply with
applicable Indiana state statutes and regulations; and (e) retain
appropriate professionals.


INDIANAPOLIS DOWNS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Indianapolis Downs, LLC
        4300 North Michigan Road
        Shelbyville, IN 46176

Bankruptcy Case No.: 11-11046


Affiliate that simultaneously filed separate Chapter 11 petition:

        Debtor                        Case No.
        ------                        --------
Indiana Downs Capital Corp.           11-11045

Chapter 11 Petition Date: April 7, 2011

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: Christopher A. Ward, Esq.
                  POLSINELLI SHUGHART PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  E-mail: cward@polsinelli.com

                  Matthew L. Hinker, Esq.
                  Scott D. Cousins, Esq.
                  Victoria Watson Counihan, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (703) 661-7668
                  Fax: (302) 661-7000
                       (302) 661-7360
                  E-mail: hinkerm@gtlaw.com
                          bankruptcydel@gtlaw.com

Debtors'
Investment
Bankers:          LAZARD FRERES & CO. LLC

Debtors'
Special
Conflicts
Counsel:          LAW FIRM OF POLSINELLI SHUGHART PC

Debtors'
Special Counsel:  BOSE MCKINNEY & EVANS LLP and BOSE
                          PUBLIC AFFAIRS GROUP LLC

Debtors'
Restructuring
Services
Provider:         KOBI PARTNERS, LLC
                  Gregory F. Rayburn, as CRO

Debtors'
Corporate
Communications
Consultant:       FD U.S. COMMUNICATIONS, INC.

Debtors' Claims
and Notice Agent: EPIQ BANKRUPTCY SOLUTIONS


Estimated Assets: $500 Million to $1 Billion

Estimated Debts: $100 Million to $500 Million

The petition was signed by Gregory F. Rayburn, chief restructuring
officer.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CGS Services, Inc.                 Trade                   $25,000
2920 E. US 52
P.O. Box 212
Morristown, IN 46161

Brookfield Sand & Gravel Inc.      Trade                   $25,000
8587 N. 850 W.
Fairland, IN 46126

Freckles Graphics Inc.             Trade                   $15,800
3835 Fortune Drive
Lafayette, IN 47905

IGT ACH                            Trade                   $12,816

Ikon Office Solutions              Trade                    $9,453

Sysco Louisville, Inc.             Trade                    $7,484

Sysco Food Service LLC             Trade                    $7,449

Monarch Beverage Co.               Trade                    $7,125

Gordon Food Service Inc.           Trade                    $6,836

B&H Electric and Supply            Trade                    $6,777

Ikon Financial Services            Trade                    $6,552

Shelby County Co-op                Trade                    $5,585

Cash Register Systems Inc.         Trade                    $5,388

Working Distributors Inc.          Trade                    $5,168

Shelby Materials                   Trade                    $5,000

Reynolds Farm Equipment Inc.       Trade                    $5,000

Shelby Supply                      Trade                    $4,000

Smith Implements Inc.              Trade                    $3,500

Nasby Excavating Inc.              Trade                    $3,500

Daily Racing Form                  Trade                    $3,048


INDIANAPOLIS DOWNS: Moody's Cuts PDR to 'D'
-------------------------------------------
Moody's Investors Service downgraded Indianapolis Downs, LLC's
Probability of Default rating to D from Ca/LD.  The downgrade was
prompted by the company's April 7, 2011 announcement that it
voluntarily filed for relief under Chapter 11 of the United States
Bankruptcy Code.

These ratings were downgraded and will be withdrawn:

   -- Probability of Default Rating to D from Ca/LD

These ratings have been affirmed and will be withdrawn:

   -- Corporate Family Rating affirmed at Ca

   -- $25 million senior secured 1st lien revolver expiring
      10/2011 at B3 (LGD 1, 6%)

   -- $75 million senior secured delayed draw term loan due
      10/2011 at B3 (LGD 1, 6%)

   -- $375 million 11% senior secured notes due 11/2012 at Ca (LGD
      4, 54%)

   -- $73 million senior subordinated toggle notes due 11/2013 at
      C (LGD 6, 93%)

Ratings Rationale

Subsequent to the actions, Moody's will withdraw the ratings
because Indianapolis Downs has entered bankruptcy.  Please refer
to Moody's Withdrawal Policy on moodys.com.

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


INDIANAPOLIS DOWNS: S&P Cuts Secured First Lien Facility to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Indianapolis Downs LLC's senior secured first-lien
credit facilities to 'D' from 'CCC-' (the recovery rating remains
at '1').  "Additionally, we lowered the rating on the senior
subordinated secured notes to 'D' from 'C' (the recovery rating
remains at '6')," S&P said.

"Following the downgrade, we withdrew all ratings on Indianapolis
Downs, as we believe there will be a lack of adequate information
to maintain surveillance during the bankruptcy process," explained
Standard & Poor's credit analyst Michael Halchak.

The issue downgrade follows Indianapolis Downs' filing for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware.

"We previously lowered our corporate credit rating on Indianapolis
Downs LLC to 'D' from 'CCC' on Nov. 3, 2010, following
confirmation that the company had not made the interest payment on
its senior secured second-lien notes, due on Nov. 1, 2010.  The
company did not make the interest payments prior to the end
of a 30-day grace period, which triggered an event of default
under the first-lien credit agreement and the senior subordinated
secured notes indenture.  On Dec. 9, 2010, the senior secured
second-lien noteholders gave a notice of acceleration, triggering
a 90-day stand-still provision.  On March 7, 2011, Indianapolis
Downs entered into a forbearance agreement with senior secured
first-lien creditors that terminated on April 7, 2011, at which
point Indianapolis Downs filled for Chapter 11 bankruptcy
protection," S&P related.

Indianapolis Downs owns and operates the Indiana Live! Casino.
The permanent facility, which opened to the public on March 13,
2009, offers 2,000 slot machines and electronic table games,
several branded dining and entertainment options, and a covered
parking garage.  The casino initially opened as a temporary
facility on June 9, 2008 offering 1,898 slot machines, as well as
various food and beverage amenities.


INTELSAT SA: Units Receive Consents to Amend Indenture Terms
------------------------------------------------------------
Intelsat S.A. announced that its subsidiaries, Intelsat Jackson
Holdings S.A., Intelsat Intermediate Holding Company S.A. and
Intelsat Subsidiary Holding Company S.A., have each received the
requisite consents to amended certain terms of the applicable
indentures governing certain of its notes in connection with
previously announced Tender Offers and Consent Solicitations.  The
amendments amend each of the indentures, among other things, to
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions contained in the
applicable indentures.

In addition, each of Intelsat Jackson, Intermediate Holdco and
Intelsat Sub Holdco has extended the consent time for its
previously announced Tender Offers and Consent Solicitations from
5:00 p.m., New York City time, on Friday, April 1, 2011 to 5:00
p.m., New York City time, on Monday, April 4, 2011.

As previously announced, on March 21, 2011:

     * Intelsat Jackson commenced tender offers to purchase for
       cash any and all of its outstanding $55.0 million aggregate
       principal amount of 9 1/4% Senior Notes due 2016 and any
       and all of its outstanding $284.6 million aggregate
       principal amount of 11 1/2% Senior Notes due 2016;

     * Intermediate Holdco commenced a tender offer to purchase
       for cash any and all of its outstanding $481.0 million
       aggregate principal amount at maturity of 9 1/2% Senior
       Discount Notes due 2015; and

     * Intelsat Sub Holdco commenced tender offers to purchase for
       cash any and all of its outstanding $625.3 million
       aggregate principal amount of 8 1/2% Senior Notes due 2013,
       any and all of its principal amount of 8 % Senior Notes due
       2015 its outstanding $400.0 million aggregate principal
       amount of 8 % Senior Notes due 2015, Series B

As of April 1, 2011, Intelsat Jackson, Intermediate Holdco and
Intelsat Sub Holdco have collectively received tenders of
approximately $1.8 billion aggregate principal amount of the
Notes, or approximately 72% of the aggregate principal amount of
the outstanding Notes, in connection with the Tender Offers.

In connection with each Tender Offer, Intelsat Jackson,
Intermediate Holdco and Intelsat Sub Holdco, as applicable, are
also soliciting the consent of the holders of the applicable Notes
to certain proposed amendments to the indenture governing such
Notes, among other things, to eliminate substantially all of the
restrictive covenants, certain events of default and certain other
provisions contained in the applicable indentures.

Holders of the Notes who validly tender their Notes at or prior to
the Consent Time will be eligible to receive the tender offer
consideration applicable to such Notes plus the consent fee of $30
per $1,000 principal amount of Notes, in addition to accrued and
unpaid interest on those Notes up to, but not including, the
settlement date.

The withdrawal deadline relating to each of the Tender Offers
occurred at 5:00 p.m., New York City time, on Friday, April 1,
2011.  Notes previously tendered and Notes that are tendered after
the withdrawal deadline may not be withdrawn, except as required
by law.  Each of the Tender Offers is scheduled to expire at 11:59
p.m., New York City time, on Friday, April 15, 2011, unless
extended or earlier terminated.

Each of Intelsat Jackson, Intermediate Holdco and Intelsat Sub
Holdco has been advised by Global Bondholder Services Corporation,
as the Depositary for the Tender Offers and Consent Solicitations,
that, as April 1, 2011, each of the Consent Solicitations was
successful in that consents were delivered and not revoked in
respect of at least a majority in aggregate principal amount of
each series of the Notes.  As a result, each of Intelsat Jackson,
Intermediate Holdco and Intelsat Sub Holdco has entered into a
supplemental indenture with Wells Fargo Bank, National
Association, as trustee, to implement the amendments in respect of
each applicable indenture.

Upon the terms and conditions described in each Offer to Purchase
and Consent Solicitation Statement, payment for Notes accepted for
purchase will be made (1) with respect to Notes validly tendered
and not validly withdrawn at or prior to the Consent Time,
promptly after such acceptance for purchase (which is currently
expected to be on or around Tuesday, April 5, 2011) and (2) with
respect to Notes validly tendered after the Consent Time but at or
before the Expiration Time, promptly after the Expiration Time
(which is currently expected to be Monday, April 18, 2011 for each
Tender Offer, unless the applicable Tender Offer is extended).

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.


The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.59
billion in total assets, US$18.29 billion in total liabilities,
and US$698.94 million in total Intelsat S.A shareholder's deficit.


INTELSAT SA: Files Form S-1; Registers $1.21BB Sr. Notes Due 2017
-----------------------------------------------------------------
Funds advised by Silver Lake are selling up to $190,910,000
aggregate principal amount of Intelsat (Luxembourg) S.A.'s 11 1/4%
Senior Notes due 2017 and up to $1,024,660,241 aggregate principal
amount of Intelsat (Luxembourg) S.A.'s 11 1/2%/12 1/2% Senior PIK
Election Notes due 2017.  The 11 1/4% Senior Notes due 2017 and
the 11 1/2%/12 1/2% Senior PIK Election Notes due 2017 were
originally issued on June 27, 2008, pursuant to Rule 144A and
Regulation S and the notes were issued in exchange for the
original notes on Jan. 20, 2010.  The selling securityholders are
affiliates of the Company and the Company has agreed to file this
prospectus to register the notes held by the selling
securityholders for resale.  The Company will not receive any
proceeds from the sale of the notes in this offer.

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

                        http://is.gd/LOf4a5

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.


The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.59
billion in total assets, US$18.29 billion in total liabilities,
and US$698.94 million in total Intelsat S.A shareholder's deficit.


IRVINE SENSORS: Sells $3.2MM Notes to Costa Brava and Griffin
-------------------------------------------------------------
Irvine Sensors Corporation, on March 31 2011, issued and sold to
two accredited investors, Costa Brava Partnership III L.P. and The
Griffin Fund LP, 12% Senior Subordinated Secured Promissory Notes
due March 16, 2013 in the aggregate principal amount of
$2,000,000.  The proceeds of the Financing will be used for
general working capital purposes.

In addition, on March 31, 2011, the Company issued and sold to
Costa Brava and Griffin 12% Subordinated Secured Convertible Notes
due December 23, 2015 in the aggregate principal amount of
$1,200,000 in accordance with the terms of that certain Securities
Purchase Agreement dated Dec. 23, 2010, among the Company, Costa
Brava and Griffin.  The proceeds of the Milestone Closing will be
used for general working capital purposes.

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.


KOSTAS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kostas, Inc.
        Brooklawn Diner
        Route 130 & Brooklawn Circle
        Brooklawn, NJ 08030

Bankruptcy Case No.: 11-20768

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Frank Armenante, Esq.
                  MALSBURY, ARMENANTE & KAPLAN
                  12 N. Main Street, P.O. Box 157
                  Allentown, NJ 08501
                  Tel: (609) 259-7944
                  Fax: (609) 259-0872
                  E-mail: frankp@malsarmlaw.com

Scheduled Assets: $65,000

Scheduled Debts: $3,857,689

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-20768.pdf

The petition was signed by Konstantionos Miliaresis, president.


KV PHARMACEUTICAL: Adage Capital Discloses 6.08% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Adage Capital Partners, L.P., and its affiliates
disclosed that they beneficially own 2,950,000 shares of common
stock of K-V Pharmaceutical Company representing 6.08% of the
shares outstanding.  As of Feb. 28, 2011, the Company had
outstanding 48,530,442 and 11,280,285 shares of Class A and Class
B Common Stock, respectively, exclusive of treasury shares.

                  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.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LA JOLLA PHARMACEUTICAL: Acquires Rights to RILs From GliaMed
-------------------------------------------------------------
La Jolla Pharmaceutical Company has acquired the rights to a novel
class of compounds known as Regenerative Immunophilin Ligands from
privately held GliaMed, Inc.  With this acquisition, the Company
will focus its resources on the emerging field of regenerative
medicine.

RILs are small-molecule compounds that, based on preliminary
preclinical experiments, may have the potential to promote the
regeneration of a wide range of tissues, including complex skin
tissue, lung tissue, cardiac muscle, cartilage, and bone,
following acute injury.  Preliminary preclinical experiments
suggest that these compounds may induce stem cell-like cells at
the site of acute injury, and that these stem cell-like cells then
develop into site-specific, fully differentiated cells when cued
to do so by local stimuli.

La Jolla plans to rapidly advance the development of its lead RIL
compound, LJP 1485, with an initial focus on scar remodeling.
Preclinical animal models have suggested that LJP 1485 has the
ability to accelerate healing with functionally normal tissue
following a surgical wound, reduce pulmonary fibrosis following
lung injury, and promote the regeneration of cardiac tissue
following induced myocardial infarction.  A confirmatory
preclinical study is being undertaken and is expected to complete
by the end of the second quarter of 2011.

"We are excited to be advancing the development of this novel
class of compounds in the field of regenerative medicine,"
commented Deirdre Y. Gillespie, M.D., President and Chief
Executive Officer of La Jolla.  "Our initial focus on scar
remodeling is based not only on LJP 1485's significant therapeutic
potential in this indication, but also on our belief that it will
be relatively quick and straightforward to evaluate clinical
proof-of-concept here."

                          Financial Terms

The RIL technology was acquired pursuant to an asset purchase
agreement, under which GliaMed will be eligible to receive up to
8,205 shares of newly designated Series E Preferred Stock, which
would be convertible into approximately 20% of the Company's fully
diluted outstanding common stock on an as-converted basis.  The
issuance of the shares will be tied to the achievement of certain
development and regulatory milestones.  GliaMed will also be
eligible for a potential cash payment if an RIL compound covered
by the agreement is approved by the FDA or EMA in a second
clinical indication.

La Jolla's immediate plan is to conduct a confirmatory preclinical
animal study of LJP 1485 that it expects to complete by the end of
the second quarter of 2011.  If this study is successful, La Jolla
will receive approximately $7.4 million upon the mandatory
exercise of a portion of its outstanding preferred stock purchase
warrants held by existing investors, and the investors will then
forfeit their currently exercisable right to demand redemption of
approximately $5.6 million of Series C Preferred Stock acquired in
May 2010.  The proceeds from this warrant exercise, combined with
existing cash resources, are then expected to fund the Company's
operations through the completion of a Phase 2a proof-of-concept
clinical study of LJP 1485.  If the Phase 2a study is successful,
the balance of the preferred stock purchase warrants will be
required to be exercised at that time, raising an additional $3.2
million.

Additionally, the Company will effect a reverse split of its
outstanding common stock, after which the conversion price for the
Company's preferred stock may be subject to adjustment.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at Sept. 30, 2010, showed
$7.43 million in total assets, $8.15 million in total liabilities,
all current, and $92,000 in convertible preferred stock, and a
stockholders' deficit of $806,000.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring operating losses, an
accumulated deficit of $424.3 million as of Dec. 31, 2009, and
has no current source of revenues or financing.


LECG CORP: Completes Sale of European Practice Groups to FTI
------------------------------------------------------------
LECG Corporation completed the previously-announced sale of LECG's
European forensics, economics, and tax practices to FTI
Consulting, Inc.  In the disposition:

     * LECG Holding Company (UK) Ltd., an indirect wholly-owned
       subsidiary of the Parent Company, entered into an agreement
       for the sale and purchase of the share capital of the
       Parent Company's French and Spanish indirect wholly-owned
       operating subsidiaries.  LECG, LLC, a wholly owned
       subsidiary of the Parent Company, and the parent company of
       LECG Holding Company (UK) Ltd., is a guarantor under the
       Share Purchase Agreement.

     * LECG Ltd. and LECG Consulting Belgium, NV, indirect wholly-
       owned subsidiaries of the Parent Company, entered into an
       agreement for the sale and purchase of operating assets
       from these entities.  Operating LLC is also a guarantor
       under the Asset Purchase Agreement.

The aggregate purchase price in the transaction was approximately
$25 million, which includes the assumption by affiliates of FTI
Consulting of approximately $6 million of existing, non-
intercompany liabilities of Parent Company's European affiliates.
Affiliates of FTI Consulting also assumed substantially all of the
European lease liabilities associated with the Parent Company's
local practices.

              Exchange Transaction With Great Hill

On March 31, 2011, Great Hill Equity Partners III, L.P., and Great
Hill Investors entered into an exchange transaction with the
Parent Company.  In the exchange transaction, the Great Hill
Entities cancelled 3,787,878 shares of Series A Convertible
Redeemable Preferred Stock and the dividends accrued on those
shares in exchange for 54,003,770 of newly issued shares of common
stock.  The cancelled preferred shares had a liquidation
preference of $15 million and were exchanged at a rate of $.30 per
share of common stock, representing approximately a 46% premium to
the thirty-day average trading price.  Following the exchange
transaction, the Great Hill Entities continue to hold 2,525,253
shares of Series A Convertible Redeemable Preferred Stock, with a
liquidation preference of $10 million, and own approximately 71%
of the Company's outstanding common stock.

               Resignations of Officers and Directors

On March 31, 2011, Alison Davis, Michael E. Dunn and Ruth M.
Richardson tendered their resignations from the Board of Directors
of the Parent Company.

On April 5, 2011:

   -- Steve M. Samek resigned as the Chief Executive Officer and
      President of the Parent Company.

   -- Warren D. Barratt resigned as Executive Vice President and
      Chief Financial Officer of the Parent Company.

   -- Mr. Samek and Christopher S. Gaffney appointed Bruce E.
      Rogoff as Chief Executive Officer, President, Treasurer and
      Secretary of the Parent Company and elected Mr. Rogoff to
      the Board.

   -- Following the election of Mr. Rogoff, Messrs. Samek and
      Gaffney resigned from the Board.

Mr. Rogoff is the President of The Staten Group, Inc., a national
restructuring firm.  The Parent Company has engaged The Staten
Group, Inc., to oversee the wind-down of the affairs of the Parent
Company and its affiliates.

                            About LECG

LECG is a global litigation, economics, consulting and business
advisory, and governance, assurance, and tax expert services firm
with approximately 1,100 employees in offices around the world.

LECG and certain of its subsidiaries are parties to a Credit
Agreement dated as of May 15, 2007, as amended, with the Bank of
Montreal and the syndicate bank members under the Credit
Agreement.  On Feb. 28, 2011, the parties to the Credit Agreement
entered into the Tenth Amendment and Limited Duration Waiver to
the Credit Agreement, which among things waived LECG's failure to
be in compliance with certain representations and warranties and
financial and non-financial covenants under the facility.

The Limited Duration Waiver is the fourth the Company has received
since Nov. 15, 2010.  The Term Credit Facility matures on March
31, 2011 and approximately $27.8 million is outstanding under the
facility.  The Company said it does not have sufficient resources
to repay amounts outstanding under the facility at this time.


LECG CORP: John Hayes Discloses 71.19% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John G. Hayes and his affiliates disclosed
that they beneficially own 67,456,891 shares of common stock of
LECG Corporation representing 71.19% of the shares outstanding.
The percentage is based on 92,231,113 shares of common stock
outstanding, which is comprised of 54,003,770 shares of Common
Stock issued in the Exchange Transaction plus the 38,227,343
shares of Common Stock outstanding as of Oct. 29, 2010 as
disclosed in LECG Form 10-Q for the quarter ended Sept. 30, 2010.

On March 31, 2011, the Company entered into a Share Exchange
Agreement with Great Hill Equity Partners III, LP, and Great Hill
Investors, LLC, pursuant to which 3,787,879 shares of Series A
Convertible Redeemable Preferred Stock held by GHEPIII and GHI and
the dividends accrued on those shares were cancelled in exchange
for 54,003,770 of newly issued shares of Common Stock.  The
cancelled preferred shares had a liquidation preference of $15
million and were exchanged at a rate of $.30 per share of Common
Stock, representing approximately a 46% premium to the thirty-day
average trading price.  Following the Exchange Transaction,
GHEPIII and GHI continue to own 2,525,252 shares of Series A
Convertible Redeemable Preferred Stock, with a liquidation
preference of $10 million, and now own a total 64,931,639 shares
of the Company's outstanding Common Stock.

Mr. Hayes serves as manager of GHPIII and GHI.

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

                        http://is.gd/0n0LK5

                            About LECG

LECG is a global litigation, economics, consulting and business
advisory, and governance, assurance, and tax expert services firm
with approximately 1,100 employees in offices around the world.

LECG and certain of its subsidiaries are parties to a Credit
Agreement dated as of May 15, 2007, as amended, with the Bank of
Montreal and the syndicate bank members under the Credit
Agreement.  On Feb. 28, 2011, the parties to the Credit Agreement
entered into the Tenth Amendment and Limited Duration Waiver to
the Credit Agreement, which among things waived LECG's failure to
be in compliance with certain representations and warranties and
financial and non-financial covenants under the facility.

The Limited Duration Waiver is the fourth the Company has received
since Nov. 15, 2010.  The Term Credit Facility matures on March
31, 2011 and approximately $27.8 million is outstanding under the
facility.  The Company said it does not have sufficient resources
to repay amounts outstanding under the facility at this time.


LEE ENTERPRISES: Plans to Sell Junk Bonds to Repay Debts
--------------------------------------------------------
Matt Wirz, writing for The Wall Street Journal, reports that Lee
Enterprises Inc. is preparing to sell junk bonds that would enable
it to pay off its obligations and give it a new shot at survival.

According to the Journal, Lee -- weighed down by about $1 billion
of debt -- has long been high on the list of potential
bankruptcies.

The Journal also relates "vulture" investors Monarch Alternative
Capital, Alden Global Capital, Marblegate Asset Management and a
unit of Goldman Sachs Group Inc. have been buying Lee's loans --
betting Lee would default, and that they could turn their holdings
into an ownership stake, giving them access to the company's
assets, which include St. Louis Post Dispatch and the Arizona
Daily Star newspapers.

Instead, according to the Journal, they will get repaid, but miss
out on the chance to make even bigger profits as owners.

The Journal recounts that Lee incurred much of its debt in 2005
when it acquired Pulitzer Inc., a chain of 14 newspapers including
the St. Louis Post-Dispatch.  The Journal says Lee's debt is about
six times its earnings before interest, taxes, depreciation and
amortization, and many believed the company wouldn't be able to
raise financing to pay back its bank loans when they matured in
April 2012.

The Journal says the funds accumulated most of their positions in
2010, when Lee's debt traded at a median price of 80 cents on the
dollar.  If the company refinances the loans, the funds will
recover 100 cents on the dollar, a 25% return for those that
bought in at last year's median.

"Everybody and their brother in the distressed market would like
to see Lee default," said one distressed-debt fund manager who
owns the company's loans, according to the Journal.

The Journal relates Lee's demise looked so inevitable that some of
the investors even conferred two months ago to discuss the most
favorable ways to restructure the company, according to people
familiar with the matter.

According to the Journal, the prospect that Lee might benefit from
the junk-bond boom was too much to bear for fund managers at Alden
Global.  The Journal relates a person familiar with the matter
said one manager at Alden was so frustrated that he called Lee's
bankers at Credit Suisse AG last month to berate them for
sabotaging his plans.  Alden declined to comment.

Lee's largest shareholder is Ariel Investment Trust, which was
founded by value investor John Rogers, who is also an economic
adviser to President Barack Obama.  Ariel owns a 20% stake.

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises, Incorporated --
http://www.lee.net/-- is a premier provider of local news,
information and advertising in primarily midsize markets, with 49
daily newspapers and a joint interest in four others, rapidly
growing online sites and more than 300 weekly newspapers and
specialty publications in 23 states.  Lee's newspapers have
circulation of 1.5 million daily and 1.8 million Sunday, reaching
four million readers daily.  Lee stock is traded on the New York
Stock Exchange under the symbol LEE.


LIQUIDMETAL TECH: Restates 2010 Form 10-K; Posts $4.69MM Loss
-------------------------------------------------------------
Liquidmetal Technologies, Inc., filed an Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2010, as filed with the U.S. Securities and Exchange Commission
March 15, 2010, to restate the Company's financial statements to
properly account for the reclassification of revenue and certain
expenses related to the Company's discontinued operations in South
Korea.  Additionally, reclassifications to prior year's financial
statements have been made for consistent presentation of the
Company's revenue, selling, general and administrative expenses,
impairment of long-lived assets and interest expense.  The Company
has included related and revised disclosures in Part II, Item 7
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Part II, Item 9A "Controls and
Procedures."

The Company is also including the information required by Part III
of Form 10-K, that the Company previously intended to incorporate
by reference to its definitive proxy statement.  The Company has
also included a legal settlement and its related adjustments as
indicated in the Company's subsequent event disclosure.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $1.89 million on $33.29
million of revenue as originally reported.

The Company's restated balance sheet showed $15.04 million in
total assets, $34.68 million in total liabilities and $19.64
million in total shareholders' deficiency, compared with $15.04
million in total assets, $31.88 million in total liabilities and
$16.84 million in total shareholders' deficiency.

A full-text copy of the Annual Report, as amended, is available
for free at http://is.gd/xqLSt9

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.


LKQ CORP: Moody's Assigns 'Ba2' Ratings to Sr. Credit Facilities
----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to LKQ
Corporation's (LKQ) new $750 million senior secured revolver and
new $250 million senior secured term loan.  In a related action,
Moody's affirmed LKQ's Corporate Family and Probability of Default
ratings at Ba2 as well as its stable outlook.  The new senior
secured revolver and term loan were used to repay the company's
prior $590 million senior secured term loan and replace the
previous $100 million revolver.

Ratings Assigned:

   -- Ba2 (LGD4, 50%) to the $750 million senior secured revolving
      credit facility;

   -- Ba2 (LGD4, 50%) to the $250 million senior secured term loan

Ratings affirmed:

   -- Corporate Family Rating: Ba2;

   -- Probability of Default: Ba2;

   -- Speculative Grade Liquidity Rating: SGL-2

These ratings have been withdrawn:

   -- Previous senior secured revolving credit facilities, Ba2
      (LGD4, 50%);

   -- Previous senior secured term loan, Ba2 (LGD4, 50%)

The last rating action on LKQ was on April 16, 2010, when the
CFR/PDR was raised to Ba2.

Rating Rationale

LKQ's Ba2 Corporate Family Rating reflects the company's
demonstrated ability to grow its business organically as well as
its ability to successfully integrate acquisitions.  Moody's
believe the company will benefit from trends such as the
increasing number and age of registered automotive vehicles.  The
ratings also incorporate the company's dependence on demand driven
by the automotive insurance industry's preference for lower cost
automotive replacement parts for collisions and repairs.  Industry
publications estimate that approximately 89% of all repairs are
paid for with insurance claims. A change in stance by the
insurance industry can have a material impact on LKQ.  LKQ's
growth has been comprised of both organic and acquisition
strategies with 20 acquisitions completed in 2010.  Moody's
expects the company to continue to use acquisitions to supplement
growth over the intermediate-term.  The market for collision
replacement parts also remains highly competitive with automotive
OEM's continuing to manufacture over 50% of the market supply.

The stable outlook considers Moody's expectation that LKQ will
continue to grow organically and through acquisitions over the
intermediate-term.  The company's good liquidity profile should
provide sufficient financial flexibility to offset integration
risk.  As of 12/31/2010, LKQ maintained strong credit metrics (as
adjusted by Moody's) with EBIT/Interest approximating 6.2x and
Debt/EBITDA approximating 2.5x.

Future events that have the potential to drive LKQ's outlook or
ratings higher include: continued growth and penetration in the
company's end markets resulting in sustained operating margins.
Moody's expects LKQ's successful track record of acquisitions to
continue and anticipate that availability under the new larger
revolving credit facility will be used to support growth
organically and through acquisitions.  As such, Moody's continues
to look for significant reduction in debt levels along with
continued strong operating performance to support a higher outlook
or rating.

Future events that have the potential to drive LKQ's outlook or
ratings lower include: significant key customer attrition,
complications in the integration of acquisitions, a significant
deterioration in liquidity, or additional debt financed
acquisitions which increase leverage above current levels.
Consideration for a lower outlook or rating could arise if any
combination of these factors results in leverage being maintained
at 3.5x or EBIT/ interest coverage below 3.0x.

LKQ is anticipated to have a good liquidity profile over the
near-term.  As of 12/31/10, the company maintained approximately
$95.7 million of cash on hand.  Moody's expect LKQ to generate
free cash flow over the next twelve months after term loan
amortization requirements of $12.5 million.  Additional liquidity
support is provided by the company's $750 million senior secured
revolving credit facility, a majority of the commitment was
available after the close of the prior term loan repayment.  The
primary financial covenants under the senior secured facilities
are a maximum net debt/EBITDA test and a minimum interest coverage
test.  LKQ should remain in compliance with these covenants over
the near-term.  Alternative liquidity is limited as essentially
all of the company's domestic assets secure the bank credit
facilities.

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.

LKQ Corporation is the largest nationwide provider of aftermarket
and recycled collision replacement parts, and refurbished
collision replacement products such as wheels, bumper covers and
lights, and a leading provider of mechanical replacement parts
used to repair light vehicles.  LKQ operates more than 325
facilities, offering a broad range of replacement systems,
components, and parts to repair automobiles and light-duty trucks
and heavy-duty trucks.  Revenues in 2010 were approximately
$2.5 billion.


LODGE NORTH: Wants More Time to File Schedules & Statements
-----------------------------------------------------------
Lodge North Investors-07 LLC asks the U.S. Bankruptcy Court for
the Southern District of New York to extend by 30 days the
deadline to file its schedules of assets and liabilities, and
statements of financial affairs.  The Debtor tells the Court that
it requires additional time to prepare the schedules and statement
of financial affairs and to obtain the information with regard to
various secured creditor obligations.

New Rochelle, New York-based Lodge North Investors-07, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-
22429) on March 9, 2011.  David Carlebach, Esq., at the Law
Offices of David Carlebach, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate TN Metro Holdings XII, LLC, filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 11-22428) on March 9, 2011.


MCCLATCHY CO: Frank Whittaker to Retire as VP Operations
--------------------------------------------------------
The McClatchy Company announced that Frank Whittaker, one of the
Company's vice presidents, operations, will retire effective
May 27, 2011.  Mr. Whittaker oversees 16 of the Company's daily
newspapers and their related businesses in California, Florida,
Kentucky and the Carolinas.  A search for his replacement is
underway.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion
in total assets, $2.91 billion in total liabilities and
$219.34 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

Standard & Poor's Ratings Services also raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEDSCI DIAGNOSTICS: Taps MRW Consulting as Accounting Expert
------------------------------------------------------------
Medsci Diagnostics Inc. asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ MRW Consulting
Group LLP as forensic accounting expert.

The firm will perform specific investigation of tracing
transactions and conducting forensic accounting work, calculating
losses, damages, and other consulting services in connection with
DIP's contract with the State Insurance Fund.

Luis O. Rivera, CPA, will charge $250 per hour for this
engagement.

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

                     About MedSci Diagnostics

San Juan, Puerto Rico-based MedSci Diagnostics, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-
04961) on June 6, 2010.  Edgardo Munoz, Esq., at Edgardo Munoz,
PSC, assists the Debtor in its restructuring effort.  The Company
disclosed $57,900,732 in total assets and $6,770,211 in total
debts in its schedules.


MILIARESIS LLC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Miliaresis, LLC
        Route 130 & Brooklawn Circle
        Brooklawn, NJ 08030

Bankruptcy Case No.: 11-20771

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Frank Armenante, Esq.
                  MALSBURY, ARMENANTE & KAPLAN
                  12 N. Main Street, P.O. Box 157
                  Allentown, NJ 08501
                  Tel: (609) 259-7944
                  Fax: (609) 259-0872
                  E-mail: frankp@malsarmlaw.com

Scheduled Assets: $1,896,599

Scheduled Debts: $2,561,231

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-20771.pdf

The petition was signed by Konstantinos Miliaresis, managing
member.


MP-TECH AMERICA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MP-Tech America, LLC
        1450 County Road 177
        Cusseta, AL 36852
        Tel: (404) 644-7424

Bankruptcy Case No.: 11-30895

Chapter 11 Petition Date: April 8, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Joseph J. Burton, Jr., Esq.
                  BURTON & ARMSTRONG, LLP
                  2 Ravinia Drive, Suite 1750
                  Atlanta, GA 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390
                  E-mail: jayburton@ballp.com

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

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

The petition was signed by Sanghoon Lee, accounting manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
EXIM Bank                          --                  $11,200,000
Wall Street Mall Suite
New York, NY 60051

Ajin                               --                   $6,203,000
1500 County Road 177
Cusseta, AL 36852

IICC                               --                   $2,444,738
85900 Mound Road
Sterling Heights, MI 48310

Woori Bank                         --                   $1,555,640
245 Park Avenue, 43rd Floor
New York, NY 10167

KDB Bank                           --                     $500,000
320 Park Avenue, 32nd Floor
New York, NY 10022

ITW DaeLim USA                     --                     $329,267
50 S.L. White Boulevard
LaGrange, GA 30241

Wiztech Inc.                       --                     $180,096

Ambassador Personnel               --                     $152,175

Lyondell Basell                    --                     $141,117

CONCOURS                           --                     $138,490

ITP Global Service, Inc.           --                     $122,298

Alabama Power                      --                      $52,938

Hi-Tech Mold & Eng. S.E. Inc.      --                      $50,700

Sunkyoung                          --                      $50,000

Venture Express                    --                      $42,985

Midsouth Employee Services, Corp.  --                      $35,114

GMB Plastics                       --                      $25,488

RBC Bank Card Service              --                      $22,726

CS & M, Inc.                       --                      $22,600

Jireh America, LLC                 --                      $19,800


MPI AZALEA: Plan of Reorganization Declared Effective
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
declared that the effective date of MPI Azalea, LLC, et al.'s Plan
of Reorganization, as first amended, occurred on March 15, 2011.

On March 22, Miles Properties, Inc., a debtor-affiliate, filed a
Disclosure Statement explaining the its Plan of Liquidation.

The confirmed Plan was filed by MPI Azalea, LLC, Miles-Cherry
Hill, LLC, Miles-Oak Park, LLC, Miles-Fox Hollow, LLC, MPI
Cimarron, LLC, MPI Sunset Place, LLC, MPI Palms West, LLC and MPI
British Woods, LLC (the Wachovia Debtors) and MPI Portfolio I, LLC
and Arbor Realty SR, Inc.

As reported in the Troubled Company Reporter on Feb. 3, 2011, the
Plan contemplates a sale of the Debtors' apartment complex
properties to Arbor, subject to higher or better bids at an
auction to be convened in advance of the Confirmation Hearing.
Under the Plan, Arbor will, through nine new entities, form a
single holding company and then use the holding company's eight
subsidiaries to purchase the eight residential apartment complexes
owned by the Debtors.  These subsidiaries will also assume the
debt, as modified by the various exhibits to the Plan owed to
lender Bank of America, N.A.

Arbor will also re-capitalize the Properties by injecting
$1,050,000 in equity, to be used to enhance the Properties and
their profitability, and to fund from Cash Collateral $250,000 to
the Liquidating Trust under the Plan, which will form the basis
for a distribution to holders of Allowed General Unsecured Claims.
Arbor will also provide a new guarantor of the debt owed to the
Lender and agree to retain Hediger Enterprises, Inc., as property
manager for the eight Properties for at least 90 days after
closing.

Ronald L. Glass, the Debtors' interim chief executive officer,
asserts that the value of the Debtors' bankruptcy estates would be
significantly greater if the Debtors were to continue operating as
a going concern through a sale instead of liquidating.

                       Treatment of Claims

The Plan proposes these treatments for the various claims and
interests in the Debtors:

Class 1.  Priority Claims.  To the extent not previously paid
          pursuant to a Court order, each Class 1 Claim that
          becomes an Allowed Claim against a particular Debtor
          will be paid in full in cash by the Purchaser of that
          Debtor's assets.  The estimated amount of Claims under
          Class 1 is $0.

Class 2.  Lender Claims.  On the Effective Date, Class 2 Claims
          will be assumed by the Purchasers pursuant to the
          Amended Loan Documents.  Alternatively, on the
          Effective Date, the Lender will receive the Free and
          Clear Sales Proceeds, plus the balance of the Cash
          Collateral pursuant to the Plan.  The estimated amount
          of Claims under Class 2 is $73,300,544.

Class 3.  Other Secured Claims.  To the extent not previously
          paid as allowed by the Court, each Class 3 Claim that
          becomes an Allowed Claim against a particular Debtor
          will, at the option of the Purchaser of that Debtor's
          assets, either (i) retain all the equitable rights to
          which the Allowed Claim entitles the holder, with
          enforcement of those rights to be made against the
          Purchaser or the particular assets acquired by the
          Purchaser, which secured the Other Secured Claim, or
          (ii) be paid in full by the Purchaser of that Debtor's
          assets, which was obligated on the Allowed Claim.  The
          estimated amount of Claims under Class 3 is $290,000.

Class 4.  The MPI Portfolio Note Claim.  On the Effective Date,
          the MPI Portfolio Note Claim will be assumed by GA
          Portfolio, as modified by the Amended MPI Portfolio
          Note.  Alternatively, on the Effective Date, the holder
          of the MPI Portfolio Note Claim will receive any Free
          and Clear Sales Proceeds after payment in full of the
          Lender Claims.  If the Lender Claims are not paid in
          full, then the holder of the MPI Portfolio Note Claim
          will receive nothing in a Reorganization via Free and
          Clear Sale.  The estimated amount of Claims under Class
          4 is $11,860.

Class 5.  General Unsecured Claims.  On the Effective Date, the
          Liquidating Trustee will receive and be fully vested
          with the Unsecured Creditors' Assets, other than the
          Retained Actions.  Each holder of an Allowed General
          Unsecured Claim that is a member of Class 4, on the
          Effective Date, will receive its pro rata share of the
          proceeds of the Unsecured Creditors' Assets, net of the
          costs of the Liquidating Trustee, as and when the
          Liquidating Trustee makes distributions under the
          Liquidating Trust Agreement.  The estimated amount of
          Claims under Class 5 is $1,250,000.

Class 6.  Interests.  No property or assets will be distributed
          to, or retained by, the holders of Interests classified
          in Class 6 because all Interests are being canceled.

A copy of the January 14 Disclosure Statement is available for
free at http://bankrupt.com/misc/MPIAzalea_DS_1stPlan.pdf

Counsel for Arbor Realty SR, as Plan Proponent, are:

          Mark I. Duedall, Esq.
          HUNTON & WILLIAMS LLP
          Suite 4100, 600 Peachtree Street, N.E.
          Atlanta, GA 30308-2216
          Tel: (404) 888-4034
          Fax: (404) 602-8864
          E-mail: mduedall@hunton.com

               - and -

          Henry P. (Toby) Long, III, Esq.
          HUNTON & WILLIAMS LLP
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, Virginia 23219-4074
          Tel: (804) 787-8036
          Fax: (804) 343-4600
          E-mail: hlong@hunton.com

                       About MPI Azalea, LLC

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 (Bankr. N.D.
Ga. Lead Case No. 09-60803) on Jan. 8, 2010.  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  The Debtors reported $118,657,795 in total assets, and
$86,265,949 in total liabilities.


MPI AZALEA: Miles Properties Proposes Plan of Liquidation
---------------------------------------------------------
Miles Properties, Inc., a debtor-affiliate of MPI Azalea, LLC,
submitted to the U.S. Bankruptcy Court for the Northern District
of Georgia its proposed Plan of Liquidation dated as of March 22,
2011.

The Plan of Reorganization, as amended, proposed by its debtor-
affiliates: MPI Portfolio I, LLC; MPI Azalea, LLC; Miles-Cherry
Hill, LLC; Miles-Oak Park, LLC; Miles-Fox Hollow, LLC; MPI
Cimarron, LLC; MPI Sunset Place, LLC; MPI Palms West, LLC; and MPI
British Woods, LLC, was declared effective as of March 15, 2011.

As reported in the Troubled Company Reporter on Feb. 3, the Plan
contemplates a sale of the Debtors' apartment complex properties
to Arbor, subject to higher or better bids at an auction to be
convened in advance of the Confirmation Hearing.  Under the Plan,
Arbor will, through nine new entities, form a single holding
company and then use the holding company's eight subsidiaries to
purchase the eight residential apartment complexes owned by the
Debtors.  These subsidiaries will also assume the debt, as
modified by the various exhibits to the Plan owed to lender Bank
of America, N.A.

According to Miles Properties' Disclosure Statement, the Plan
Administrator will, from and after the Effective Date, liquidate
remaining assets, including avoidance actions and causes of
action, and make distributions to holders of allowed claims as
provided for in the Plan.

Pursuant to the Plan:

Class 1 - Priority Claims. Each Holder of an Allowed Priority
          Claim will receive on account of the claim, cash equal
          to the amount of the Allowed Priority Claim, without
          postpetition interest or penalty.

Class 2 - General Unsecured Claims.  The available cash, after
          paying priority claims will be allocated pro rata.  Each
          Holder of an allowed general unsecured claim will
          receive a distribution or distributions from the Plan
          Administrator of its share of the available cash
          allocable on account of its Allowed General Unsecured
          Claim, shared pro rata with the holders of other allowed
          general unsecured Claims.

Class 3 - interests holders of interests will receive no
          distributions on account of holder's interests.  On the
          Effective Date, all interests of Debtor will be
          cancelled.

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

The Debtor is represented by:

     BERGER SINGERMAN, P.A.
     Brian K. Gart, Esq., Esq.
     Paul A. Avron, Esq., Esq.
     350 East Las Olas Blvd., Suite 1000
     Fort Lauderdale, FL 33301
     Tel: (954) 525-9900
     Fax: (954) 523-2782

     2650 N. Military Trail, Ste. 240
     Boca Raton, FL 33431
     Tel: (561) 241-9500
     Fax: (561) 998-0028

     FOLTZ MARTIN, LLC
     Jimmy C. Luke, II, Esq.
     5 Piedmont Center, Suite 750
     Atlanta, GA 30305-1541
     Tel: (404) 231-9397
     Fax: (404) 237-1659

                       About MPI Azalea, LLC

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 (Bankr. N.D.
Ga. Lead Case No. 09-60803) on Jan. 8, 2010.  The Debtors
disclosed $118,657,795 in assets, and $86,265,949 in liabilities.


NATIONAL AUTOMATION: Incurs $540,324 Net Loss in Third Quarter
--------------------------------------------------------------
National Automation Services, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $540,324 on $336,430 of revenue for the
three months ended Sept. 30, 2010, compared with a net loss of
$787,658 on $846,099 of revenue for the same period during the
prior year.  The Company also reported a net loss of $2.02 million
on $1.65 million of revenue for the nine months ended Sept. 30,
2010, compared with a net loss of $2.89 million on $3.08 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010 showed $1.03 million
in total assets, $6.48 million in total liabilities, and a
$5.45 million total stockholders' deficit.

                           Going Concern

The Company said its operating revenues are insufficient to fund
its operations and its assets already are pledged to Trafalgar as
collateral for its outstanding $3,600,000 of indebtedness.  The
Company has experienced recurring net losses, had a net loss of
$(2,024,227) for the nine months ended Sept. 30, 2010, an
accumulated deficit of $(14,984,121) as of nine months ended
Sept. 30, 2010, and a working capital deficiency of $(5,655,836)
at Sept. 30, 2010.

Based on the above facts, management determined that there was
substantial doubt about the Company's ability to continue as a
going concern.

As reported by the TCR on Sept. 9, 2010, Lynda R. Keeton CPA, LLC,
in Henderson, Nev., expressed substantial doubt about the
Company's ability to continue as a going concern, following its
fiscal 2009 results.  The independent auditors noted that the
Company has working capital deficiencies and continued net losses.
The Company has an accumulated deficit of $14.4 million and a
working capital deficiency of $5.2 million at June 30, 2010.

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

                        http://is.gd/jQl3Dw

                     About National Automation

Based in Henderson, Nev., National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a Nevada
corporation which, through subsidiaries based in Nevada and
Arizona, designs, produces, installs and, to a significantly
lesser extent, services specialized mechanical and electronic
automation systems built to operate and control machinery and
processes with a minimum of human intervention.  Historically, the
Company has performed its work on projects located in the
Southwestern United States.

National Automation last filed financial statements with the U.S.
Securities and Exchange Commission in August 2010, which was for
the quarter ended June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $1.1 million
in total assets, $6.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.


NBC ACQUISITION: Moody's Cuts Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Nebraska Book
Corporation and its parent company, NBC Acquisition Corporation.
The rating outlook is negative.

NBC Acquisition Corporation ratings downgraded and Loss Given
Default (LGD) assessments revised:

   -- Corporate Family Rating (CFR) to Caa2 from Caa1

   -- Probability of Default Rating (PDR) to Caa3 from Caa2

   -- $77 million senior debentures due 2013 to Ca (LGD 5, 79%)
      from Caa3 (LGD 5, 82%)

Nebraska Book Company rating downgraded and LGD assessment
revised:

   -- $175 million senior subordinated notes due 2012 to Caa3 (LGD
      3, 46%) from Caa2 (LGD 3,49%)

Nebraska Book Company rating affirmed and LGD assessment revised:

   -- $200 million senior secured notes due 2011 at B2 (LGD 2, 12%
      from LGD 2, 17%)

Ratings Rationale

The downgrade of NBC's Acquisition Corporation's PDR to Caa3 along
with assignment of a negative ratings outlook reflects the rising
default risk for the company and its subsidiaries, which could
include a transaction that Moody's would deem a distressed
exchange.

Based on current restrictions in Nebraska Book Company's
indentures, it is Moody's opinion that Nebraska Book Company will
not be able to make sufficient dividend payments to NBC
Acquisition Corporation that will be needed by NBC Acquisition
Corporation to meet its September 2011 scheduled interest payment
on its $77 million senior debentures due 2013.  Dividend payments
from Nebraska Book Company are the only source of debt repayment
for these senior debentures.

The Caa3 PDR also reflects Moody's concern that Nebraska Book
Company faces significant near term debt maturities as
substantially all its debt matures before March 15, 2012.

The Caa2 Corporate Family Rating reflects a 65% family recovery
rate for National Book Company as opposed to its standard 50%
rate.  This reflects the recovery prospects of using a
conservative multiple to the company's EBITDA, It also reflects
Moody's view that if a default occurs, it is likely to occur in
the relatively near term and prior to a material loss of
enterprise value.  Additionally, a default -- if any -- would more
likely result from a transaction Moody's would view as a
distressed exchange, and as such not likely to result in material
reduction in enterprise value.

Ratings could be downgraded if the company were to pursue a
transaction that would be deemed a distressed exchange or other
type of default.  Ratings could be upgraded if the company is able
to address its material near term refinancing needs without
undertaking a transaction that would be deemed a distressed
exchange.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Lincoln, NE, Nebraska Book Company operates 280
college bookstores and is also a wholesale distributor of used
college textbooks.  Revenues for the latest 12-month period ended
Dec. 31, 2010, were approximately $608 million.


NEBRASKA BOOK: Mood's Cuts Rating on $175MM Sr. Notes to Caa3
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of Nebraska Book
Corporation and its parent company, NBC Acquisition Corporation.
The rating outlook is negative.

NBC Acquisition Corporation ratings downgraded and Loss Given
Default (LGD) assessments revised:

   -- Corporate Family Rating (CFR) to Caa2 from Caa1

   -- Probability of Default Rating (PDR) to Caa3 from Caa2

   -- $77 million senior debentures due 2013 to Ca (LGD 5, 79%)
      from Caa3 (LGD 5, 82%)

Nebraska Book Company rating downgraded and LGD assessment
revised:

   -- $175 million senior subordinated notes due 2012 to Caa3 (LGD
      3, 46%) from Caa2 (LGD 3,49%)

Nebraska Book Company rating affirmed and LGD assessment revised:

   -- $200 million senior secured notes due 2011 at B2 (LGD 2, 12%
      from LGD 2, 17%)

Ratings Rationale

The downgrade of NBC's Acquisition Corporation's PDR to Caa3 along
with assignment of a negative ratings outlook reflects the rising
default risk for the company and its subsidiaries, which could
include a transaction that Moody's would deem a distressed
exchange.

Based on current restrictions in Nebraska Book Company's
indentures, it is Moody's opinion that Nebraska Book Company will
not be able to make sufficient dividend payments to NBC
Acquisition Corporation that will be needed by NBC Acquisition
Corporation to meet its September 2011 scheduled interest payment
on its $77 million senior debentures due 2013.  Dividend payments
from Nebraska Book Company are the only source of debt repayment
for these senior debentures.

The Caa3 PDR also reflects Moody's concern that Nebraska Book
Company faces significant near term debt maturities as
substantially all its debt matures before March 15, 2012.

The Caa2 Corporate Family Rating reflects a 65% family recovery
rate for National Book Company as opposed to its standard 50%
rate.  This reflects the recovery prospects of using a
conservative multiple to the company's EBITDA, It also reflects
Moody's view that if a default occurs, it is likely to occur in
the relatively near term and prior to a material loss of
enterprise value.  Additionally, a default -- if any -- would more
likely result from a transaction Moody's would view as a
distressed exchange, and as such not likely to result in material
reduction in enterprise value.

Ratings could be downgraded if the company were to pursue a
transaction that would be deemed a distressed exchange or other
type of default.  Ratings could be upgraded if the company is able
to address its material near term refinancing needs without
undertaking a transaction that would be deemed a distressed
exchange.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Lincoln, NE, Nebraska Book Company operates 280
college bookstores and is also a wholesale distributor of used
college textbooks.  Revenues for the latest 12-month period ended
Dec. 31, 2010, were approximately $608 million.


NEVADA COMMERCE: Closed; City National Bank Assumes All Deposits
----------------------------------------------------------------
Nevada Commerce Bank of Las Vegas, Nev., was closed on Friday,
April 8, 2011, by the Nevada Financial Institutions Division,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with City National Bank of Los
Angeles, Calif., to assume all of the deposits of Nevada Commerce
Bank.

The two branches of Nevada Commerce Bank will reopen during normal
business hours as branches of City National Bank.  Depositors of
Nevada Commerce Bank will automatically become depositors of City
National Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Nevada Commerce Bank should
continue to use their existing branch until they receive notice
from City National Bank that it has completed systems changes to
allow other City National Bank branches to process their accounts
as well.

As of Dec. 31, 2010, Nevada Commerce Bank had around $144.9
million in total assets and $136.4 million in total deposits.  In
addition to paying a premium of 0.71% to assume all of the
deposits of the failed bank, City National Bank agreed to purchase
essentially all of the failed bank's assets.

The FDIC and City National Bank entered into a loss-share
transaction on $111.1 million of Nevada Commerce Bank's assets.
City National Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-528-4893.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/nevadacommerce.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $31.9 million.  Compared to other alternatives, City
National Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Nevada Commerce Bank is the 28th FDIC-insured
institution to fail in the nation this year, and the first in
Nevada.  The last FDIC-insured institution closed in the state was
SouthwestUSA Bank, Las Vegas, on July 23, 2010.

                     City Nat'l Statement

City National Corporation announced on April 8, 2011, that its
wholly owned subsidiary, City National Bank, has acquired
substantially all of the assets and deposits of Las Vegas-based
Nevada Commerce Bank in a purchase and assumption agreement with
the Federal Deposit Insurance Corporation (FDIC).

City National will operate Nevada Commerce Bank's two banking
offices -- both of them in Las Vegas.  Nevada Commerce Bank had
approximately $145 million in assets and $136 million in deposits
as of Dec. 31, 2010.  Approximately $111 million in assets will be
subject to a loss-sharing agreement with the FDIC.

"This cost-effective acquisition of Nevada Commerce Bank
underscores City National's commitment to Nevada, and it enhances
our ability to serve a greater number of entrepreneurs,
professionals and small and mid-size businesses in Las Vegas,"
said Chief Executive Officer Russell Goldsmith.  "When the
integration is complete, the clients of Nevada Commerce Bank will
enjoy the greater convenience, capabilities and financial
solutions of the 27th largest American bank, which has seven
offices in Las Vegas."

City National has had offices in Nevada since 2007 and currently
employs about 90 residents.  Statewide, the company has 10
branches, including two full-service regional centers in Las Vegas
and Reno.

The acquisition follows a decision by the Nevada Division of
Financial Institutions to close Nevada Commerce Bank and appoint
the FDIC as receiver.  Nevada Commerce Bank's $136 million in
year-end deposits included approximately $46 million in core
deposits and $78 million in certificates of deposit.  Its
approximately $90 million loan portfolio consisted of commercial
real estate (53 percent), commercial and industrial (26 percent),
construction (15 percent), and residential loans (6 percent).

Nevada Commerce Bank's two branches will reopen on Monday,
April 11, as branches of City National, and will continue to
employ many Nevada Commerce Bank personnel.  The two new branches
will continue to operate under the Nevada Commerce Bank name until
later this year, and Nevada Commerce Bank's clients should
continue to use the same branches they do today.

Nevada Commerce Bank's depositors will benefit from the strength
and soundness of City National Bank. Their insured deposit
accounts also will remain insured by the FDIC to the maximum
permitted by law, just as they were before the acquisition. Nevada
Commerce Bank's clients will retain complete access to their
money, and they can continue to write checks and use their ATM and
debit cards. Checks drawn on Nevada Commerce Bank will continue to
be processed. Loan customers should continue to make their
payments as usual.

                        About City National

City National Bank is the wholly owned subsidiary of City National
Corporation. It is backed by $21.4 billion in total assets, and
provides banking, investment and trust services through 77
offices, including 16 full-service regional centers, in Southern
California, the San Francisco Bay Area, Nevada and New York City.
The company and its investment affiliates manage or administer
$58.5 billion in client investment assets, including nearly $37
billion under direct management.

City National's 10 branch offices in Nevada include six in Las
Vegas and one each in North Las Vegas, Reno, Carson City and
Minden. The bank also has a loan production office at Stateline in
South Lake Tahoe.


NORANDA ALUMINUM: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded Noranda Aluminum Holding
Corporation's corporate family rating (CFR) and probability of
default rating (PDR) to B1 from B2.  At the same time, Moody's
upgraded Noranda Aluminum Acquisition Corporation's senior secured
bank facility ratings to Ba2 from Ba3 and its senior unsecured
notes rating to B2 from B3.  The rating outlook for both companies
is stable.

Upgrades:

   Issuer: Noranda Aluminum Acquisition Corporation

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2,
      21%) from Ba3 (LGD2, 23%)

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2
      (LGD5, 74%) from B3 (LGD5, 77%)

   Issuer: Noranda Aluminum Holding Corporation

   -- Probability of Default Rating, Upgraded to B1 from B2

   -- Corporate Family Rating, Upgraded to B1 from B2

Ratings Rationale

The upgrade of Noranda's CFR to B1 reflects the company's strong
volume recovery in 2010 due to the ramp up of its New Madrid
smelter to full capacity levels (following the outage in 2009) and
Moody's expectation that the company's operating performance will
continue to improve in 2011 and 2012.  With the New Madrid smelter
now fully operational, Moody's expects total primary aluminum
shipments in 2011 to exceed the 2010 levels of 560.5 million
pounds and approach the smelter's annual capacity of 580 million
pounds.  Moody's expects integrated upstream EBITDA to reach a
minimum of $160-$175 million and anticipate that the EBITDA
contribution from the downstream operations will likely continue
to be in the $40-$50 million range, for a estimated total
unadjusted EBITDA run-rate of at least $200-$225 million (versus
just under $170 million in 2010 as adjusted for hedge gains and
losses -- principally aluminum hedge gains).

In addition, Noranda continued to improve its leverage profile in
2010, using the proceeds of an IPO, follow-on equity offering, and
hedge book termination -- a total of $371 million -- to reduce
debt.  At year end 2010, total balance sheet debt was equal to
just under $420 million, a significant reduction from the greater
than $1.3 billion of debt at year end 2008.  As a result of the
improvement in operating performance and the reduction of debt,
the company's adjusted debt/EBITDA fell to 3.0x at year end 2010.
Going forward, Moody's expects this metric to remain within the
range of 2.5x-3.5x.

The rating also acknowledges the benefits to Noranda's overall
cost position of its Gramercy alumina refinery and St. Ann's
bauxite operations.  These benefits are derived from the earnings
generated by third party sales of both excess bauxite and alumina,
which the company views as a reduction to overall production costs
in its primary aluminum operations.  In 2010, integrated upstream
costs fell to $.70/lb versus $.77/lb in 2009, a reflection of New
Madrid's return to full operating capacity. Although continued
increasing cost pressures are likely, the company remains focused
on cost containment as reflected in its "Cost-Out, Reliability,
and Effectiveness" (CORE) program which targets $140 million in
savings or enhanced cash flow generation over the three year
period through 2011.  Through 2010, the company had achieved
roughly $120 million of the targeted $140 million.

At the same time, the rating considers the relatively small size
of the company, its earnings leverage to performance of the
primary metal business, and the reliance of this business on a
single smelter -- which leaves the company exposed to any future
disruptions at the New Madrid smelter.  While the downstream
operations add a level of relative stability, their EBITDA
contribution is still likely to remain relatively small, absent a
significant increase in production capacity.  The up and down
earnings driver will remain the upstream primary operations, which
will continue to reflect the cyclicality of the aluminum price and
demand levels.

The stable outlook reflects Moody's view that the company's
performance has stabilized and will continue to show improvement
over the next 12 to 18 months.  The outlook also anticipates that
recovery in the industries served by the aluminum industry will be
slow over the course of 2011 and 2012 but that conditions will
remain relatively steady.

At this point, an upgrade to Ba3 is unlikely, given Noranda's
relatively small size, reliance on one smelter, and exposure to
the cyclicality of aluminum price and demand swings.

Going forward, the company's ratings could be lowered if it were
to relever itself such that adjusted debt/EBITDA increased to
greater than 4.0x, free cash flow to debt fell to less than 4%, or
EBIT to interest decreased to less than 2.5x.

Moody's last rating action on Noranda was on May 14, 2010, when
the company's CFR and PDR were upgraded to B2.

The principal methodologies used in this rating were Global Steel
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.

Headquartered in Franklin, Tennessee, Noranda is a fully-
integrated producer of value-added primary aluminum products and
rolled aluminum coils.  Following its acquisition of Century
Aluminum's 50% interest in the Gramercy alumina refinery and St.
Ann's bauxite operations in late 2009, the company, in 2010,
changed its reporting segments to: bauxite, alumina refining,
primary aluminum products, and flat rolled products.  Noranda
generated revenues of $1.3 billion in 2010.


NYC OPERA: Suspends Plans for Next Season; Reviews Options
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the New York City Opera has
suspended plans for next season as it takes a hard look at its
business model, including exploring cheaper alternatives to its


Dow Jones' DBR Small Cap reports that the New York City Opera has
suspended plans for next season as it takes a hard look at its
business model, including exploring cheaper alternatives to its
current home at the Lincoln Center for the Performing Arts.

According to DBR, Charles Wall, the opera's new chairman, said he
and the board have embarked on an exhaustive review of its
finances and won't schedule future programming until reaching a
balanced budget.

"There is no line item that's sacrosanct," Mr. Wall said in an
interview Thursday with The Wall Street Journal.  The opera had
been expected in recent weeks to announce its fall season, and its
silence had created some "scuttlebutt," according to Mr. Wall, a
former vice chairman of Philip Morris International in
Switzerland.


ONE RENAISSANCE: Court Approves Hendren & Malone as Attorneys
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized One Renaissance LLC to employ Hendren & Malone
PLLC as attorneys to represent the estate generally throughout the
administration of this Chapter 11 proceeding.

Court document did not disclose the firm's compensation rates.

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

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.


PACIFIC DEVELOPMENT: Court Approves Model Home Sale to Greg Melven
------------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah, Central Division, authorized Pacific
Development, L.C., to sell Model Home located at 1148 W. 1150 S.,
Payson, Utah, to Greg Melven for $241,800.  The Property will be
sold free and clear of liens, claims and encumbrances, including
but not limited to several recorded liens.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Danny C. Kelly, Esq. at
Stoel Rives LLP represents the Debtor in its restructuring effort.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

The Official Committee of Unsecured Creditors is represented by
David P. Billings and J. Thomas Beckett at Parsons, Behle &
Latimer, P.C.


PARKERVISION INC: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------
ParkerVision, Inc., filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

PricewaterhouseCoopers LLP, in Jacksonville, Florida, expressed
substantial doubt about ParkerVision's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations.

The Company reported a net loss of $15.0 million on $63,735 of
engineering services revenue for 2010, compared with a net loss of
$21.5 million on $64,414 of engineering services revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $17.6 million
in total assets, $1.0 million in total liabilities, and
stockholders' equity of $16.6 million.

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

                       http://is.gd/wLJiks

Jacksonville, Fla.-based ParkerVision, Inc. (Nasdaq: PRKR)
-- http://www.parkervision.com/-- designs, develops and markets
its proprietary radio frequency technologies which enable advanced
wireless communications for current and next generation mobile
communications networks.


PASEO CONCORDIA: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paseo Concordia Inc.
        P.O. Box 7383
        Ponce, PR 00732-7383

Bankruptcy Case No.: 11-02940

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  E-mail: modesto@coqui.net

Estimated Assets: $0 to $50,000

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/prb11-02940.pdf

The petition was signed by Eduardo Ruberte, president.


PATIENT SAFETY: Kinderhook Partners Discloses 18.7% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kinderhook Partners, LP, and its affiliates disclosed
that they beneficially own 6,266,666 shares of common stock of
Patient Safety Technologies, Inc., representing 18.7% of the
shares outstanding.  The number of outstanding shares of the
Company's common stock, par value $0.33 per share, as of Nov. 15,
2010, was 23,456,063.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2010, showed
$12.02 million in total assets, $10.10 million in total
liabilities, and a stockholders' equity of $1.92 million.

                          *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PERKINS & MARIE: Misses Payment, Could File C. 11, Says S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Memphis, Tenn.-based Perkins & Marie Callender's
Inc. (Perkins) to 'D' from 'CC'.

"We also lowered our issue-level rating on the company's
$190 million senior unsecured notes due Oct. 1, 2013 to 'D' from
'C'.  The '6' recovery rating on the notes remains unchanged and
it indicates our expectation for a negligible recovery (0%-10%) of
principal in the event of a payment default," S&P noted.

"In addition, we affirmed our 'CC' issue-level rating on Perkins'
$132 million 14% senior secured notes due May 31, 2013.  The
recovery rating on this debt remains at '4', indicating our
expectation for average (30%-50%) recovery for noteholders in the
event of a payment default," S&P related.

The downgrade follows Perkins missing the $9.5 million interest
payment due April 1, 2011, on $190 million senior unsecured notes.
"Although the company has a 30-day grace period to make the
payment, we believe this is highly unlikely given our assessment
of its limited liquidity sources.  In addition, the company has
another interest payment due on its senior secured notes on
May 31, 2011, which we do not foresee it being able to make on a
timely basis.  Perkins has hired Whitby, Santarlasci & Co. as its
financial advisors to explore financial alternatives.  The company
is seeking to restructure its balance sheet and, in our opinion,
could file for protection under Chapter 11," S&P noted.


PETROLEUM & FRANCHISE: Cash Collateral Hearing Set for April 12
---------------------------------------------------------------
The Hon. Alan H.W. Shiff will convene a hearing on April 12, 2011,
at 10:00 a.m., to consider approval of the request of Petroleum &
Franchise Capital, LLC, and Petroleum & Franchise Funding, LLC, to
continue their use of cash collateral.

As of the Petition Date, Autobahn Funding Company LLC and DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AS Main (the
Lender Parties) allege, among other things, a first priority
secured claim against all of Debtor PFF's assets, including PFF's
cash and accounts receivable.

Pursuant to an August 30, 2007 receivables loan and security
agreement by and among the Debtors and Autobahn Funding Company,
LLC (the Lender) and DZ Bank (the Agent), there is outstanding
principal balance of approximately $54 million under the various
loan agreements with the Lender and the Agent.  In June 2010, the
Agent declared a default and triggered increased amortization
under the various loan documents and ceased future funding of the
Debtors.

The Debtors will use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement or substitute liens in all postpetition assets of the
Debtors and proceeds thereof, excluding any bankruptcy avoidance
causes of action, and that replacement liens will have the same
validity, extent, and priority that the Lender Parties possessed
as to said liens on the Petition Date.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at $50
million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PINK MOON: Involuntary Petition Doesn't Stay Landlord's Suit
------------------------------------------------------------
WestLaw reports that granting a landlord immediate relief from the
automatic stay so as to allow it to continue prosecuting its
state-court action against the involuntary Chapter 11 debtor-
limited liability company, including seeking a writ of possession
for the leased premises and evicting the purported debtor from the
premises, was warranted.  The present condition of the leased
premises posed a threat to the public safety since, among other
things, there was no power, the emergency lighting was
inoperative, and a lack of air conditioning posed an imminent
threat of mold. The landlord consequently faced the possible
suspension or revocation of its certificate of occupancy.  In re
Pink Moon Enterprises, LLC,
--- B.R. ----, 2011 WL 1126334, slip op. http://is.gd/6H0kri
(Bankr. S.D. Fla.) (Olson, J.).

Philip McFillin, Sr., claiming to be owed $1.1 million but
actually the Debtor's registered agent and sole managing member,
filed an involuntary chapter 11 petition (Bankr. S.D. Fla. Case
No. 11-16907) on Mar. 16, 2011, against Pink Moon Enterprises LLC
located in Deerfield Beach, Fla.  Mr. McFillin explained at a
hearing before the Honorable John K. Olson on Mar. 24, 2011, that
he filed this involuntary petition against his own company rather
than filing a Chapter 11 Voluntary Petition because, essentially,
he did not know what he was doing.


PLATINUM ENERGY: Tim Culp Discloses 7.97% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tim G. Culp disclosed that he beneficially
owns 1,801,581 shares of common stock of Platinum Energy
Resources, Inc., representing 7.97% of the shares outstanding,
based upon 22,606,476 shares of common stock issued and
outstanding as reported in the Company's Form 10-Q for the quarter
ended Sept. 30, 2010, which was filed with the Commission on
Nov. 15, 2010.

                       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.


PRIME STAR: Delays Filing of 2010 Annual Report
-----------------------------------------------
Prime Star Group, Inc., notified the U.S. Securities and Exchange
Commission that it is unable to file its Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2010 by the
prescribed due date without unreasonable effort or expense because
the Company is waiting on information from a third party.  The
Company said it needs additional time to complete certain
disclosures and analyses to be included in the Report.  The
Company intends to file the  Form  10-K on or prior to the
fifteenth calendar day following the prescribed due date.

                         About Prime Star

Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company
that focuses on four areas of business: SmartPax(TM) Packaging,
Premium Food & Beverage Products, Distribution, and Risk
Management.  The Company's operating subsidiaries produce, market,
and distribute wines, tea, adult mixed beverages, flavored water,
and gourmet seafood products.  The Company also produces co-brand
and co-pack existing high-end beverages and private label liquors
for large hospitality and entertainment brands.  Prime Star is
focused on the food and beverage, entertainment, hospitality,
healthcare and disaster relief industries.

The Company reported a net loss of $300,256 on zero revenue for
the nine months ended Sept. 30, 2010, compared with a net loss of
$2.76 million on zero revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $781,377 in
total assets, $8.42 million in total liabilities, and a
stockholders' deficit of $7.64 million.

As reported in the Troubled Company Reporter on June 1, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., 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 a deficit in working capital, a deficit
of retained earnings, and negative stockholders equity.


QUANTUM CORP: Names Jon Gacek CEO, Succeeding Rick Belluzzo
-----------------------------------------------------------
Quantum Corp. announced that Jon Gacek has been appointed CEO,
succeeding Rick Belluzzo, who has led the company since September
2002.  The leadership transition, which is effective immediately,
is the result of a planned management succession begun last year.
Mr. Gacek has also been appointed to Quantum's Board of Directors.

Mr. Gacek has been president and COO of Quantum since January of
this year and had previously served as executive vice president,
COO and CFO since May 2009.  He joined Quantum as executive vice
president and CFO in August 2006, upon Quantum's acquisition of
Advanced Digital Information Corp.  Before that, Mr. Gacek served
as CFO at ADIC for seven years and as an audit partner at
PricewaterhouseCoopers LLP, where he led the Technology Practice
in the firm's Seattle office.

Mr. Belluzzo will continue as chairman of Quantum's Board of
Directors and also assume the newly created position of executive
chairman.  In this role, he will assist in the leadership
transition, primarily engaging with key customers and partners, as
needed.

"During my time as CEO, and particularly since the merger with
ADIC, we have been focused on moving Quantum to a position of
delivering consistent profitability, with a strong foundation for
future growth," said Mr. Belluzzo.  "Over the past year, we have
largely completed this transition, as evidenced by gross margins
consistently above 40 percent, improved profitability, and
significant revenue growth in disk systems and software, where we
have established ourselves as a key player in high opportunity
market segments.  Jon has played an instrumental role in this
success and has clearly demonstrated the ability to lead Quantum
moving forward."

"I am very excited to be taking on this new role and building on
the work we've done," said Mr. Gacek.  "Quantum is well-positioned
as we begin the new fiscal year, with expanded market
opportunities, increased channel momentum and new product
platforms and enhancements across our portfolio.  These include
our new DXi 2.0 backup, deduplication and replication software,
which recently began shipping and enables us to deliver both
significantly higher performance and better price-performance than
competitive offerings.

"I will talk more about our plans and expectations for FY12 when
we announce our March quarter financial results on May 17, but we
do expect to grow both total revenue and branded revenue for the
year as we capitalize on the opportunities ahead," Mr. Gacek
added.

Quantum held a conference on April 4, 2011, to discuss the CEO
succession announcement further and will hold a separate call on
May 17 to talk about its full results from the fourth quarter of
fiscal 2011, ended March 31, 2011 (FQ4'11).  In the meantime, the
Company stated that it expects March quarter revenue to be
approximately $165 million, with preliminary results indicating
growth in total branded revenue and disk systems and software
revenue over the comparable quarter last year.  Quantum also
reported that it had paid down $40 million of senior debt in the
March quarter. Finally, the company said it has experienced
minimal disruption to date from the disaster in Japan.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of Dec. 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM CORP: Jon Gacek Appointed Pres., CEO and Board Member
-------------------------------------------------------------
Effective April 1, 2011, the board of directors of Quantum
Corporation appointed Jon W. Gacek, 49, the Company's current
President and Chief Operating Officer, to be the Company's
President and Chief Executive Officer.  In addition, the Board
increased its size to 9 members, and elected Mr. Gacek as a
director of the Board.

Mr. Gacek joined the Company as Executive Vice President and Chief
Financial Officer in August 2006, upon the Company's acquisition
of Advanced Digital Information Corp. and assumed the role of
Chief Operating Officer in June 2009 and President in January
2011. Previously, he served as the Chief Financial Officer at ADIC
from 1999 to 2006 and also led Operations during his last three
years there.  Prior to ADIC, Mr. Gacek was an audit partner at
PricewaterhouseCoopers LLP.

Mr. Gacek does not have any family relationships with any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer of the Company.

In connection with Mr. Gacek's appointment, the Company entered
into an offer letter with Mr. Gacek, the material terms of which
are as follows:

     * Mr. Gacek will be paid an annual base salary of $585,000.

     * Mr. Gacek will be eligible to participate in Quantum's
       Chief Executive Officer Annual Incentive Plan.  Mr. Gacek's
       Incentive Plan target will be set at 100% of his base
       salary.  Mr. Gacek will also be eligible to participate in
       the Company's Change in Control Program

     * In the event Mr. Gacek's employment is involuntarily
       terminated by the Company other than for "cause", and in a
       context other than a Change in Control, Mr. Gacek will
       receive the equivalent of 12 months of base salary and
       12 of benefits continuation through COBRA in exchange for
       his execution of a separation agreement and general
       release.

     * Mr. Gacek was granted (i) an option to purchase 1,300,000
       shares of the Company's common stock at a per share
       purchase price equal to the fair market value of a share of
       Company's common stock on the effective date of grant and
       (ii) 300,000 restricted stock units. The option grant will
       vest and become exercisable as to 25% of the shares subject
       to the option on the first anniversary of the grant date
       and the remaining 75% of the shares will vest in equal
       monthly installments over the remaining three years such
       that all of the shares subject to the option will vest on
       the fourth anniversary of the effective date of grant.  The
       restricted stock units will vest annually over a three year
       period from the effective date of the grant such that they
       are all vested on the three year anniversary of the grant
       date.  For both the options and the restricted stock units,
       vesting is subject to Mr. Gacek's continued employment.

     * Mr. Gacek will be eligible for another annual equity grant
       in 2013.

A full-text of Mr. Gacek's employment offer letter is available
for free at attached to this Form 8-K as Exhibit 10.1.  This
description is qualified by reference to the actual text of the
agreement http://is.gd/29AaVx
*    *    *
         Appointment of Mr. Belluzzo as Executive Chairman

Effective April 1, 2011, the board of directors of Quantum
Corporation appointed Richard E. Belluzzo, 57, the Company's
current Chief Executive Officer, to be the Executive Chairman of
the Board to serve in that capacity until August 15, 2012.

Mr. Belluzzo joined the Company as Chief Executive Officer in
September 2002.  He has been Chairman of the Board since July
2003.  Before joining Quantum, from September 1999 to May 2002,
Mr. Belluzzo held senior management positions with Microsoft
Corp., most recently President and Chief Operating Officer.  Prior
to Microsoft, from January 1998 to September 1999, Mr. Belluzzo
was Chief Executive Officer of Silicon Graphics, Inc.  Before his
tenure at Silicon Graphics, from 1975 to January 1998, Mr.
Belluzzo was with Hewlett-Packard, most recently as Executive Vice
President of the computer organization.

Mr. Belluzzo does not have any family relationships with any
director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer of the Company.

In connection with Mr. Belluzzo's appointment, the Company entered
into an offer letter with Mr. Belluzzo, the material terms of
which are:

     * Mr. Belluzzo will be paid an annual base salary of $350,000
       and a cash bonus of $450,000 in recognition of his past
       service to the Company.

     * Mr. Belluzzo will also be eligible to participate in the
       Company's Change in Control Program through Aug. 15, 2012.

     * In the event Mr. Belluzzo's employment is involuntarily
       terminated by the Company other than for "cause", and in a
       context other than a Change in Control, Mr. Belluzzo will
       receive a cash severance amount equal to the amount he
       would have received for base salary through Aug. 15, 2012,
       full acceleration of vesting of all of his outstanding
       options and restricted stock unit awards and benefits
       continuation through COBRA through Aug. 15, 2012 in
       exchange for his execution of a separation agreement and
       general release.

     * The Board of Directors approved a modification to the
       vesting of 183,334 of his unvested restricted stock units
       that were scheduled to vest in July 2013.  These restricted
       stock units will now vest ratably each month beginning on
       June 1, 2011 through July 1, 2012.

     * Mr. Belluzzo will be eligible for an annual equity grant as
       a Board member in August 2011.

A full-text of Mr. Belluzzo's offer letter is available for free
at http://is.gd/abOR4a

                   Change of Control Agreements

Effective April 1, 2011, the board of directors of the Company
approved Change of Control Agreements for Messrs. Belluzzo and
Gacek; Linda M. Breard, Chief Financial Officer; William C.
Britts, Executive Vice President, Sales, Marketing and Service;
and Shawn D. Hall, Senior Vice President, General Counsel and
Secretary.  The Agreements replace prior change of control
agreements that expired by their terms on April 1, 2011.

Under the Agreement for Mr. Gacek, if a "change in control" of the
Company occurs and within 12 months following the change in
control, Mr. Gacek's employment with the Company ends as a result
of an "involuntary termination", Mr. Gacek will be entitled to a
lump sum payment equal to 200% of the sum of his base salary and
target bonus, 100% accelerated vesting of his then-outstanding
equity awards, and reimbursement for monthly premiums for COBRA
continuation health coverage for one year.

In order to receive these severance benefits, Mr. Gacek must sign
and not revoke a release of claims in favor of the Company and
agree to not solicit the Company's employees for other employment
for a period of 12 months following Mr. Gacek's termination of
employment.  The cash severance benefits would be payable 61 days
following termination of employment assuming the release of claims
has been signed and not revoked.  If Mr. Gacek's severance
benefits otherwise would be subject to the golden parachute excise
tax under section 280G of the Internal Revenue Code, his benefits
will be either paid in full or reduced so that no excise tax
applies, whichever results in the better after-tax result for Mr.
Gacek.  Mr. Gacek will not be entitled to a gross-up from the
Company for any such excise tax.

The Agreement for each of the named executive officers is similar
to the Agreement for Mr. Gacek except that the percentage of base
salary and target bonus payable for an involuntary termination is
150% rather than 200%.

The Agreement for Mr. Belluzzo is similar to the Agreement for Mr.
Gacek except that the lump sum payment payable for an involuntary
termination is equal to the base compensation he would have earned
if he remained employed through August 15, 2012.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of Dec. 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM FUEL: Sr. Lender Demands $1 Million Under Term Note B
-------------------------------------------------------------
On each of March 22, 2011 and March 28, 2011, Quantum Fuel Systems
Technologies Worldwide, Inc.'s senior lender demanded payment of
$500,000 (for an aggregate demand of $1,000,000) of principal due
under the promissory note referred to in the Company's financial
statements and notes to financial statements as "Term Note B."
The Company exercised its contractual right to satisfy the payment
demands in shares of its common stock and thereby delivered
114,448 shares on April 4, 2011, and will deliver 117,082 shares
on April 11, 2011, in payment of each respective demand.

The shares issued by the Company to its senior lender were issued
to an accredited investor in a transaction exempt from
Registration pursuant to Section 4(2) of the Securities Act of
1933.  The transactions did not involve a public offering, were
made without general solicitation or advertising, and there were
no underwriting commissions or discounts.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at Jan. 31, 2011 showed $72.09 million
in total assets, $45.07 million in total liabilities and $27.02
million in total equity.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QWEST COMMUNICATIONS: Completes Merger With CenturyLink
-------------------------------------------------------
CenturyLink, Inc., and Qwest Communications completed their
merger, creating the nation's third largest telecommunications
company in the United States.  The combined company's increased
scale and financial strength will enable it to deliver a broader
range of communications services to consumers and small businesses
throughout the company's 37-state service area and to business,
wholesale and government customers nationwide via its 190,000
route-mile fiber network.

"The combination of our two companies allows us to offer customers
of all sizes an even more robust portfolio of communications
solutions that will continue to be backed by honest and personal
service," said Glen F. Post, III, chief executive officer and
president of CenturyLink.

The transaction was structured as a tax-free stock-for-stock
exchange.  Under the terms of the merger agreement, Qwest
stockholders will receive 0.1664 shares of CenturyLink common
stock for each share of Qwest common stock they owned at closing,
plus cash paid in lieu of fractional shares.  The company expects
to continue its current annual dividend of $2.90 per share.

CenturyLink expects the combination to be immediately accretive to
free cash flow per share, excluding integration costs, and it is
expected to generate annual operating and capital synergies of
approximately $625 million when fully recognized over the next
three to five years.  On a pro forma basis, the combined company
had revenues of $18.6 billion, adjusted EBITDA of $8.1 billion and
adjusted free cash flow of approximately $3.1 billion for the
twelve months ended Dec. 31, 2010.

As previously announced, the combined company will use the name
CenturyLink, although the Qwest brand will continue to be used in
former Qwest markets for the next several months.

The company's board of directors includes current CenturyLink
board members and four members of Qwest's board.  Those joining
the CenturyLink board are Edward A. Mueller, Charles L. Biggs,
Michael J. Roberts and James A. Unruh.

The corporate headquarters of the company will remain in Monroe,
La.  The company will maintain the headquarters for its Business
Markets Group in the Denver metro area, where Qwest's headquarters
were located.  In addition, Denver will be the location of one of
the company's six regional headquarters.  The other five regional
headquarters will be located in Phoenix; Minneapolis; Seattle;
Wake Forest, N.C.; and Apopka, Fla.

                         About CenturyLink

CenturyLink is the third largest telecommunications company in the
United States.  The company provides broadband, voice and wireless
services to consumers and businesses across the country.  It also
offers advanced entertainment services under the CenturyLinkTM
PrismTM TV and DIRECTV brands.  In addition, the company provides
data, voice and managed services to business, government and
wholesale customers in local, national and select international
markets through its high-quality advanced fiber optic network and
multiple data centers.  CenturyLink is recognized as a leader in
the network services market by key technology industry analyst
firms.  CenturyLink's customers range from Fortune 500 companies
in some of the country's largest cities to families living in
rural America.  Headquartered in Monroe, La., CenturyLink is an
S&P 500 company and is included among the Fortune 500 list of
America's largest corporations.  For more information, visit
www.centurylink.com.

                            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.


QWEST COMMUNICATIONS: Terminates Shares Offerings to Employees
--------------------------------------------------------------
Qwest Communications International Inc. previously filed
registration statements on Form S-8 to register:

   (a) 100,000,000 shares of Qwest's common stock, $0.01 par value
       per share, issuable under the Qwest Communications
       International Inc. Equity Incentive Plan;

   (b) 20,000,000 shares of Qwest's common stock, $0.01 par value
       per share, issuable under the Qwest Communications
       International Inc. Employee Stock Purchase Plan;

   (c) 80,000,000 shares of Qwest's common stock, $0.01 par value
       per share, and an indeterminate amount of plan interests
       issuable under the Qwest Savings and Investment Plan;

   (d) 50,000 shares of Qwest's common stock, $0.01 par value per
       share, issuable under the Qwest Communications
       International Inc. Equity Compensation Plan for Non-
       Employee Directors;

   (e) 54,167,544 shares of Qwest's common stock, $0.01 par value
       per share, issuable under the 1998 US WEST Stock Plan and
       US WEST 1998 Broad Based Stock Option Plan;

   (f) 2,000,000 shares of Qwest's common stock, $0.01 par value
       per share, and an indeterminate amount of plan interests
       issuable under the Qwest Communications 401(k) Savings
       Plan; and

   (g) 15,243,587 shares of Qwest's common stock, $0.01 par value
       per share, issuable under the Qwest Option Plan for Certain
       LCI Employees.

On April 1, 2011, pursuant to the terms of the Agreement and Plan
of Merger dated as of April 21, 2010, by and among Qwest,
CenturyLink, Inc., and SB44 Acquisition Company (a wholly owned
subsidiary of CenturyLink), SB44 Acquisition Company merged with
and into Qwest, and Qwest became a wholly owned subsidiary of
CenturyLink.  As a result of the Merger, Qwest has terminated all
offerings of its securities pursuant to the Registration
Statements.  In accordance with the undertaking in the
Registration Statement, Qwest is filing this Post-Effective
Amendment No. 1 to terminate the effectiveness of the Registration
Statements and remove from registration all shares of Common Stock
that remain unissued and unsold under the Registration Statements.

                            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.


R&G FINANCIAL: Wants May 31 Plan Exclusivity Extension
------------------------------------------------------
BankruptcyData.com reports that R&G Financial filed with the U.S.
Bankruptcy Court a motion to extend for the fourth time the
exclusive period that the Company can file Chapter 11 Plan and
solicit acceptances thereof through and including May 31, 2011 and
July 31, 2011, respectively.

San Juan, Puerto Rico-based R&G Financial Corporation filed for
Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-
04124) on May 14, 2010.  Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, serves as the Company's bankruptcy counsel.
The Company disclosed US$40,213,356 in assets and US$420,687,694
in debts.


RADIO ONE: Obtains $25MM Revolving Facility and $386MM Term Loan
----------------------------------------------------------------
Radio One, Inc., on March 31, 2011, entered into a new Credit
Agreement by and among the Company, the Lenders party thereto from
time to time, Credit Suisse AG, as Administrative Agent, Credit
Suisse Securities (USA), LLC, and Deutsche Bank Securities, Inc.,
as Joint Lead Arrangers and Book Running Managers and Deutsche
Bank Securities, Inc., as Syndication Agent.  The New Credit
Agreement governs a senior secured credit facility comprised of a
$25.0 million "super-priority" revolving credit facility and a
$386.0 million term loan.  The revolving portion of the New Senior
Credit Facility matures on March 31, 2015 and the term portion of
the credit facility matures on March 31, 2016.

At the Company's option, loans may be maintained as (x) base rate
loans, which will bear interest at the base rate (or, in the case
of term loans only, if greater at any time, the base rate floor
plus the applicable margin or (y) LIBOR loans, which will bear
interest at LIBOR (or, in the case of term loans only, if greater
at any time, the LIBOR Floor ), plus the applicable margin.   The
"applicable margin" is a percentage per annum equal to (i) in the
case of term loans (A) maintained as base rate loans, 5.00% and
(B) maintained as LIBOR loans, 6.00%; (ii) in the case of
revolving loans (A) maintained as base rate loans, 4.50%, and (B)
maintained as LIBOR Loans, 5.50%.  The base rate is the highest of
(x) the prime lending rate announced by the Administrative Agent
from time to time and (y) 1/2 of 1% in excess of the overnight
federal funds rate and (z) LIBOR for an interest period of one
month plus 1.00%.  The base rate floor and LIBOR floor are 2.50%
and 1.50% per annum, respectively.

During the first 19 quarters, quarterly amortization of the term
loans is required in an amount equal to 0.25% of the initial
aggregate principal amount of term loans incurred on March 31,
2011.  The remaining aggregate principal amount of term loans is
due and payable in full on March 31, 2016.

The New Credit Agreement provides for maintenance of certain
financial covenants.

Each direct and indirect restricted subsidiary of the Company has
provided an unconditional guaranty of all amounts owing under the
New Senior Credit Facility.  Subject to certain exceptions, all
amounts owing under the New Senior Credit Facility are secured by
(x) a first priority perfected security interest in all stock,
other equity interests and promissory notes owned by the Company
and its subsidiaries and (y) a first priority perfected security
interest in all other tangible and intangible assets owned by the
Company and its subsidiaries.

On March 31, 2011, the Amended and Restated Revolving Credit
Agreement, dated as of Nov. 24, 2010, by and among the Company, as
Borrower, Wells Fargo Bank, N.A., as successor by merger to
Wachovia Bank, National Association, as administrative agent, and
the other lenders from time to time party thereto, was terminated,
and all outstanding borrowings under the Former Credit Agreement
were repaid in full and cancelled.

The Former Credit Agreement was terminated in connection with, and
simultaneously with, execution of the Credit Agreement.

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

                        http://is.gd/MM0ooX

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $999.21
million in total assets, $774.24 million in total liabilities,
$30.64 million in redeemable noncontrolling interests and $194.33
million in total stockholders' equity.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                           *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


REALOGY CORP: 2013 Loan Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 94.17 cents-on-the-
dollar during the week ended Friday, April 8, 2011, a drop of 0.45
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 199 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       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.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in total liabilities, and a
stockholders' deficit of $981.0 million.

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.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REALOGY CORP: 2016 Loan Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 93.77 cents-on-the-
dollar during the week ended Friday, April 8, 2011, a drop of 0.42
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 10, 2016,
and carries Moody's B1 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 199 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      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.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in total liabilities, and a
stockholders' deficit of $981.0 million.

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.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REDWINE RESOURCES: Court Okays BlackBriar as Financial Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Redwine Resources Inc. and its debtor-affiliates to
employ BlackBriar Advisors LLC as their financial consultant, and
terminate the employment of BBK Ltd.

The Debtors said that the retention of BlackBriar, in replacement
of BBK, at this point in the Chapter 11 cases is necessary and
appropriate to the timely and expeditious wind down of the
Debtors' business and financial affairs, and the dismissal of
their cases.  Because the BlackBriar professionals include the
same professionals who have been serving as financial consultants
to the Debtors during their cases, the employment of BlackBriar
provides the Debtors is necessary to continue the administration
and finalization of the Debtors' cases and financial affairs
without unnecessary interruption.  Retaining new financial
consultants, including any BBK professional, would likely result
in the Debtors incurring more fees and expenses because any non-
BlackBriar professionals would need to spend significant time to
learn about the Debtors

BlackBriar will be compensated on an hourly basis for the services
provided.  The rates for services vary from:

   i) $495 per hour for Managing Directors;
  ii) $425 for Senior Directors;
iii) $375 per hour for Directors; and
   v) $320 per hour for Managers.

Pursuant to an engagement letter, Lyndon James, Partner of
BlackBriar, will charge at $200 per hour.

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

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The Debtor estimated assets and debts at
$10 million and $50 million in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


REDWINE RESOURCES: Wants Court to Dismiss Chapter 11 Case
---------------------------------------------------------
Redwine Resources Inc. and its debtor-affiliates ask the Hon.
Barbara J. Houser of the U.S. Bankruptcy Court for the Northern
District of Texas to dismiss their Chapter 11 case in order to
maximize the return to creditors and expedite the distribution.

According to the Debtors, they have completed an orderly
liquidation of their estates and all claims against the estates
that will receive payment have been finalized.  On Sept. 17, 2010,
the Court entered an order approving the sale of substantially all
of the Debtors' assets to Longroad Capital Partners III L.P.  The
Longroad sale order required the Debtors to segregate amounts in
the cure amounts accounts estimated for curing executory contracts
and unexpired leases that were assumed and assigned pursuant to
section 363 of the Bankruptcy Code.  On Oct. 15, 2010, the Debtors
closed the sale to Longroad.

In addition, between Nov. 22, 2010, and Dec. 22, 2010, the Court
approved sales of certain assets of the Debtors to three different
purchasers -- Excel Machinery Ltd., Morgan Run Properties LLC, and
secured lender Bank of America N.A. -- for an aggregate price of
$150,000.

Michael R. Rochelle, Esq., at Rochelle McCullough LLP says, as a
result of the asset sales and distributions, all that remains in
the Debtors' estates are:

    i) cash, secured by the BOA Liens;

   ii) cash reserved for the payment of professional
       fees and expenses;

  iii) cash from suspended post-petition royalties on account of
       the postpetition extraction and sale of coal bed methane
       gas; and

   iv) certain oil and gas leases that have no value which the
       Debtors seek to abandon.

However, Longroad Capital together with RLK Ranch Inc. objects
to the Debtors' request for dismissal unless and until issues
involving and surrounding the converted deer stock are resolved.

Longroad Capital says it emerged as the successful bidder for the
purchased assets and the Kinta Ranch Property owned by the Debtors
for $7.34 million.  On Oct. 13, 2011, Longroad Capital assigned
to RLK Ranch all of its rights, title and interest the Kinta Ranch
Property.

Prior to the closing, the Longroad Capital were led to believe
that the entirety of the deer stock was maintained on the ranch
land comprising the Kinta Ranch Realty, also acquired by RLK
Ranch.  After the closing, however, the Longroad Capital were
informed that a substantial portion of the Deer Stock -- now known
to be comprised of approximately 21 adult deer and 10 fawn as of
the filing of the sale motion -- were being maintained on land
controlled by Butch McGrew dba McGrew Whitetails.

Consequently, the Longroad Capital contacted McGrew to coordinate
delivery of the Converted Deer Stock to RLK Ranch.  McGrew
refused, asserting that he had not been paid for feed expenses
invoiced to the Debtors.  When the Longroad Capital requested
information and backup regarding the unpaid balance, McGrew
refused to provide same, leading to the Longroad Capital's
issuance of a formal written demand for turnover of the Converted
Deer Stock.  McGrew failed to comply with the written demand.

E. Lee Morris, Esq., at Munsch Hardt Kopf & Harr P.C., represents
Longroad Capital and RLK Ranch.

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The Debtor estimated assets and debts at
$10 million and $50 million in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


RENASCENT INC: Disclosure Statement Hearing Continued to June 9
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Montana has
continued the hearing to consider approval of Renascent, Inc.'s
disclosure statement for its Chapter 11 Plan of Reorganization to
June 9, 2011.

The deadline for filing objections is also set for June 9.

The Disclosure Statement Hearing was previously set for March 10,
2011, however the Debtor asked the Court on March 4, 2011 to
continue the hearing because it is in negotiations with the U.S.
Trustee and creditors.

                       The Chapter 11 Plan

As reported in the Feb. 7, 2011 edition of the Troubled Company
Reporter, Renascent, Inc., submitted to the U.S. Bankruptcy Court
for the District of Montana a proposed Plan of Reorganization and
an explanatory Disclosure Statement.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan contemplates a
combination of:

   a. developing and selling of the Debtor's real estate; and

   b. continuing claims against State of Montana and Ravalli
      County, and commencing claims as appropriate, against other
      parties obligated to the Debtor including but not limited to
      Bank of America.

The proposed Chapter 11 Plan will treat claims as:

   -- The Debtor reserves every right to institute an adversary
      proceeding to determine validity and extent of claim of
      Class II secured claim of Thornburg Mortgage Securities
      Trust/BAC Home Loan Financing.  Once filed, there will be no
      payments until the Court determines whether a valid debt is
      owed to this creditor.  In the event there is a final
      determination in favor of this creditor, the amount of the
      debt will be paid with 4% per annum interest only monthly
      payments with a balloon payment at five years after
      confirmation of the Chapter 11 Plan.  In the event the
      collateral securing the loan is sold, the creditor will be
      paid in full if determination is made the creditor has a
      valid lien.

   -- Secured claims of Farmers State Bank, Rebecca De Silva,
      Melahn Family Trust, and Ruth Havican will be paid with 4%
      per annum interest only monthly payments to begin 180 days
      after confirmation of the Chapter 11 Plan.

   -- The Debtor will pay unsecured creditors whose claims are
      allowed plus accruing interest at 4% per annum with four
      annual interest only payments commencing one year after Plan
      confirmation.  The remaining balance of all unsecured claims
      and any accrued interest will be paid in full through a
      balloon payment at five years after the Plan confirmation
      date.

   -- All creditors with claims of $500 will be paid in full
      180 days after the confirmation.  In addition, all creditors
      with claims exceeding $500 that agree to accept $500 in
      satisfaction of their claims will also be paid in full 180
      days after the confirmation.

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

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection on September 29, 2010 (Bankr. D. Mont. Case No. 10-
62358).  Jon R. Binney, Esq., who has an office in Missoula,
Montana, represents the Debtor.  David Markette and Dustin
Chouinard as serves as the Debtor's special counsel.  There was no
official committee appointed in the Debtor's case.  The Company
disclosed $13,131,199 in assets and $7,278,420 in liabilities as
of the Chapter 11 filing.


RENASCENT INC: Hires R. Richardson as Special Litigation Master
---------------------------------------------------------------
In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.

As special litigation master, Mr. Richardson will:

   -- evaluate the merits of any claims against the President of
      the Debtor, Daniel Floyd, or his spouse, Kelly Floyd, or
      any entities in which either of them hold an interest as
      owner, shareholder, member, partner, director or otherwise;

   -- evaluate and control any settlement discussions or offers,
      and decide on behalf of the Debtor whether or not to settle
      any claims which may be brought by the debtor against the
      Floyds; and


   -- authorize the commencement of suit or other actions
      against the Floyds.

The Debtor will pay Mr. Richardson $300 per hour, plus all actual
and reasonable costs.

The Goetz law firm, who has been employed in the Chapter 11 case
as special counsel will report exclusively to Mr. Richardson, who
will direct all of his activities in relation to the Chapter 11
case.

Pursuant to the Court's order approving the Stipulation, the U.S.
Trustee will withdraw his pending motion seeking the appointment
of a Chapter 11 trustee.  The other parties who filed joinders to
the Motion have authorized the UST to represent that they support
the Stipulation and will withdraw their joinders.

                       About Renascent, Inc

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection on September 29, 2010 (Bankr. D. Mont. Case No. 10-
62358).  Jon R. Binney, Esq., who has an office in Missoula,
Montana, represents the Debtor.  David Markette and Dustin
Chouinard as serves as the Debtor's special counsel.  There was no
official committee appointed in the Debtor's case.  The Company
disclosed $13,131,199 in assets and $7,278,420 in liabilities as
of the Chapter 11 filing.


REVEAL MEDSPA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Reveal Medspa, LLC
        1934 Old Gallows Rd.
        Suite 500
        Vienna, VA 22182

Bankruptcy Case No.: 11-12547

Chapter 11 Petition Date: April 6, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Martin C. Conway, Esq.
                  PESNER KAWAMOTO CONWAY, PLC
                  7926 Jones Branch Dr. Suite 930
                  McLean, VA 22102
                  Tel: (703) 506-9440
                  E-mail: mconway@pkc-law.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/vaeb11-12547.pdf

The petition was signed by Paul C. Amoruso, CEO.


REVLON CONSUMER: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Revlon Consumer Products
Corporation's Corporate Family and Probability of Default ratings
to B1 from B2.  Moody's also upgraded the company's $140 million
asset backed revolving credit facility to Ba1 from Ba2 and its
$330 million senior secured notes to B2 from B3.  Revlon's
$800 million secured term loan facility rating of Ba3 and
Speculative Grade Liquidity rating of SGL-2 were both affirmed.
The outlook is stable.

Ratings Rationale

The upgrade of Revlon's Corporate Family rating to B1 reflects the
company's ability to sustain operating and financial momentum
despite the ongoing challenges of the macroeconomic environment
and intensified competitive environment.  Revlon's credit metrics
continue to improve modestly driven by strong profitability and
cash flow generation with further gains expected in fiscal 2011.

"Revlon is well positioned to build on the sales momentum across
all of its geographies and brands, including its mature U.S.
business, generating strong organic growth of 9% in the fourth
quarter," says Moody's Vice President and Senior Credit Officer
Janice Hofferber.  "This acceleration of brand performance
combined with its multi-year deleveraging and strong liquidity
profile should provide significant financial flexibility to
support new product development and brand awareness critical in
the high competitive global cosmetics category," adds Ms.
Hofferber.

Revlon's B1 corporate family rating reflects the company's global
brand franchises, strong geographic and product diversification
for a number of well known brands in color cosmetics, hair color
and fragrances, and sustained strong profitability (fiscal 2010
EBITA margins of 16.2%) and cash flow metrics (fiscal 2010 Free
Cash Flow to Debt of 6.9%).  Revlon's ratings are constrained by
its still relatively high adjusted leverage (fiscal 2010 Debt to
EBITDA of 5.4 times) and limited scale in the highly competitive
cosmetics category characterized by deep-pocketed, large
competitors.

Moody's expects Revlon's profitability to be sustainable despite
ongoing investments needed to maintain revenue growth and market
share including significant product development, product display
capital outlays and brand advertising and promotional spending.
However, Revlon's ratings will remain somewhat constrained by the
highly competitive nature of the cosmetics and personal care
category in which it operates and the company's still relatively
high adjusted leverage (5.4 times).

These ratings of Revlon were upgraded:

   -- Corporate family rating to B1 from B2;

   -- Probability of default rating to B1 from B2;

   -- $140 million senior secured asset based revolving credit
      facility due March 2014 to Ba1 (LGD 1, 1%) from Ba2 (LGD 1,
      2%); and

   -- $330 million 9 _% Senior Secured Notes due 2015 to B2 (LGD
      5, 72%) of B3 (LGD 5, 74%).

These ratings of Revlon were affirmed (LGD assessments revised):

   -- $782 million senior secured term loan facility due March
      2015 at Ba3 (LGD 3, 30%).

   -- Speculative grade liquidity rating of SGL-2

Outlook is stable

Moody's notes that although the Ba3 rating on the senior secured
term loan has remained unchanged, the four-year loss rate on the
instrument has improved to 4.54%, following the Corporate Family
Rating's upgrade to B1, from 5.95% at a B2 Corporate Family
Rating.  The upper bound on the four-year loss rate for a Ba3-
rated instrument is 4.49%.

Revlon's ratings could be upgraded if the company was able to
continue to demonstrate consistent above average organic growth,
improved market share for its core Revlon and Almay brands and
sustain credit metrics including Debt-to-EBITDA below 4.5 times
and EBITA-to-interest expense of at least 3.0 times.

Revlon's ratings could be downgraded if the company's operating
performance deteriorated such that EBITA margins dropped below
12%, Debt-to-EBITDA exceeded 5.5 times or EBITA-to-interest
expense dropped below 1.5 times. Any shift in the financial policy
of Revlon or of its majority-owner, M&F, towards debt-financed
acquisitions and share repurchases, could also result in a
downgrade.

The last rating action regarding Revlon was on February 25, 2010,
when Moody's affirmed the company's ratings, including its
Corporate Family rating and Probability of Default rating of B2
and its Speculative Grade Liquidity rating of SGL-2 and assigned
ratings of Ba2 and Ba3 to the company's proposed $140 million
asset-based revolving credit facility and its $800 million senior
secured term loan, respectively.  The stable outlook was
unchanged.

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O. Perelman. Revlon's net
sales for the twelve-month period ended December 2010 were
approximately $1.3 billion.  M&F beneficially owns approximately
77% of Revlon's outstanding Class A common stock, 100% of Revlon's
Class B common stock and 78% of Revlon's combined outstanding
shares of Class A and Class B common stock, which together
represent approximately 77% of the combined voting power of such
shares.


RITE AID: Incurs $555.42 Mil. Net Loss in FY Ended Feb. 26
----------------------------------------------------------
Rite Aid Corporation reported a net loss of $205.69 million on
$6.45 billion of revenue for the 13 weeks ended Feb. 26, 2011,
compared with a net loss of $208.35 million on $6.46 billion of
revenue for the 13 weeks ended Feb. 27, 2010.  The Company also
reported a net loss of $555.42 million on $25.21 billion of
revenue for the 52 weeks ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the 52
weeks ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011 showed $7.55 billion
in total assets, $9.76 billion in total liabilities and $2.21
billion in total stockholders' deficit.

"We made solid progress this quarter as our initiatives to grow
sales and improve customer satisfaction gained momentum.  We
increased same store sales both in the front end and pharmacy and
grew prescriptions in comparable stores.  At the same time, our
team continued to do a good job of controlling costs," said John
Standley, Rite Aid president and CEO.  "We are especially pleased
with the growth of our wellness+ loyalty program, which now has
over 36 million members.  Customers and patients tell us they
appreciate the great value and benefits it provides."

A full-text copy of the press release announcing the financial
results is available for free at:

                        http://is.gd/JRgKoc

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


SATELITES MEXICANOS: Professionals Hiring Part of 1st Day Motions
-----------------------------------------------------------------
BankruptcyData.com reports that Satelites Mexicanos filed with the
U.S. Bankruptcy Court a motion to retain Epiq Bankruptcy Solutions
(Contact: Jennifer M. Meyerowitz) as claims and noticing agent.

Satelites Mexicanos also filed with the U.S. Bankruptcy Court
motions to retain:

   -- Lazard Freres & Co. (Contact: J. Blake O'Dowd) as investment
      bank and financial advisor for a monthly fee of $175,000 for
      the first two months, and $150,000 for each additional
      month, an initial restructuring fee of $2 million, and a
      restructuring fee of $8 million;

   -- Greenberg Traurig (Contact: Victoria Counihan) as counsel
      for hourly rates ranging from 235 to 945, Ernst & Young
      (Contact: Florence V. Lentini) as financial advisor for the
      following hourly rates: partner/principal at 650 to 700,
      senior manager at 500 to 500, manager at 375 to 400, and
      senior/staff at 200 to 325; and

   -- Rubio Villegas & Asociados (Contact: Luis Rubio Barnetche)
      as special Mexican corporate and regulatory counsel for
      hourly rates ranging from 150 to 385.

                      About Satelites Mexicanos

Satelites Mexicanos Hiring Approval Sought
Satelites Mexicanos filed with the U.S. Bankruptcy Court motions
to retain Lazard Freres & Co. (Contact: J. Blake O'Dowd) as
investment bank and financial advisor for a monthly fee of
$175,000 for the first two months, and $150,000 for each
additional month, an initial restructuring fee of $2 million, and
a restructuring fee of $8 million, Greenberg Traurig (Contact:
Victoria Counihan) as counsel for hourly rates ranging from 235 to
945, Ernst & Young (Contact: Florence V. Lentini) as financial
advisor for the following hourly rates: partner/principal at 650
to 700, senior manager at 500 to 500, manager at 375 to 400, and
senior/staff at 200 to 325, and Rubio Villegas & Asociados
(Contact: Luis Rubio Barnetche) as special Mexican corporate and
regulatory counsel for hourly rates ranging from 150 to 385.
S.A. de C.V., (Satmex) is a Mexico-based
Rovider of fixed satellite services in the Americas, with coverage
to more than 90% of the population to the Americas, including more
than 45 nations and territories.  Satmex also provides Latin
American television programming in the United States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satelites Mexicanos SA filed for bankruptcy court protection in
the U.S. (Bankr. D. Del. Lead Case No. 11-11035) with a
restructuring plan supported by noteholders.

Satmex, based in Mexico City, has sought bankruptcy protection for
the second time in less than five years.  Satmex first filed for
bankruptcy in August 2006 in New York and exited four months later
with a plan to repay creditors owed about $743 million with new
debt and equity.

The Company disclosed $441.6 million in assets and $531.6 million
in debt as of March 23.  Two affiliates, Alterna'TV Corporation
and Alterna'TV International Corp., also sought court protection.

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.  Kuri Brena Sanchez Ugarte y Aznar is
local Mexican counsel for the Series B Directors.

Morgan, Lewis & Bockius LLP is counsel to the Secretariat of
Communications and Transport for the government of Mexico ("SCT").
Casares, Castelazo, Frias, Tenorio y Zarate, SC., is local Mexican
counselt to the SCT and Detente Group is the financial advisor to
the SCT.

Latham & Watkins LLP is counsel to Jefferies Finance LLC, which is
providing the exit financing.  Creel, Garcia-Cuellar, Aiza y
Enriquez is local Mexican counsel for Jefferies Finance.


SAVANNAH OUTLET: Authorized to Use Cash Collateral Until April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
authorized Savannah Outlet Shoppes LLC to use cash securing debt
with the prepetition lenders until April 30, 2011.

As reported in the Troubled Company Reporter on October 14, 2010,
the Debtor granted Comm 2006-C8 Gateway Boulevard Limited
Partnership's predecessor-in-interest a first priority perfected
secured interest in and to, inter alia, Debtor's real property, a
commercial center located in Savannah, and the proceeds related
thereto including rents to secure a debt with a present balance of
approximately $10,134,000.

The Debtor's real property is also encumbered by a second priority
Deed to Secure Debt which is being serviced by Wells Fargo
Commercial Mortgage Servicing, securing a debt of approximately
$600,000.

The proceeds of the Debtor's real property, including rents,
constitute cash collateral of the lenders.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens
on all property of the Debtor and the estate, of the same kind,
and to the extent and priority as existed prior to the Petition
Date; and superpriority administrative expense claim status.

As additional adequate protection to the lenders, the Debtor will
pay the lenders all cash on hand after payment of authorized
expenses, plus the required escrow amounts for taxes and
insurance, minus a reserve of 5%.  The Debtor will make the same
payment by no later than the 10th day of each successive month.
The payments will be applied by the lenders in accordance with the
loan documents.

                About Savannah Outlet Shoppes, LLC

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. S.D. Ga. Case No. 10-42135).  Karen F.
White, Esq., at Cohen Pollock Merlin & Small PC, represents the
Debtor.  The Debtor estimated assets and debts at $10 million to
$50 million.


SCI REAL ESTATE: Court Approves Pachulski Stang as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized SCI Real Estate Investments LLC to employ Pachulski
Stang Ziehl & Jones LLP as its counsel to advise the Debtor with
respect to their duties as debtor-in-possession.

Jeffrey N. Pomerantz, Esq., and Jeffrey W. Dulberg, Esq., charge
$795 and $625 per hour, respectively.  Paralegal Beth Dassa bills
$255 per hour.

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

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.


SCI REAL ESTATE: Court OKs Kennerly as Special REIT Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized SCI Real Estate Investments LLC to employ Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.

The firm will provide legal services with respect to the Debtor's
investment portfolio and organizational structure, address issues
surrounding multi-owner property interest, and provide
transactional support for potential sales of interest.

Howard Parelskin, Esq., attorney at the firm, charges $450 per
hour for this engagement.

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

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.


SCO GROUP: SEC Suspends Trading of Shares Until April 18
--------------------------------------------------------
The Inquirer reports that The SCO Group saw trading in its shares
suspended by the US Securities and Exchange Commission [Tues]day
for not having filed SEC reports in over two years.

According to the Inquirer, SCO is the company that had daft dreams
of making billions by extracting 'licences' from Linux users.  It
sued IBM and Novell in attempts to claim that Linux infringed Unix
SVRX copyrights that it didn't even own.  It lost in court to
Novell, twice, although it still has a last ditch appeal pending.
In the process it took refuge in Chapter 11 bankruptcy, from which
it has never emerged.  Substantially all of its few remaining
assets are expected to be sold off soon.

The report says the trading suspension is temporary, through 18
April, pending an administrative court hearing.  According to a
comment posted at Groklaw, such hearings are often perfunctory.

                          About SCO Group

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a provider
of UNIX software technology.  Headquartered in Lindon, Utah, SCO
has a worldwide network of resellers and developers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 07-11337) on
Sept. 14, 2007.

Paul Steven Singerman, Esq., and Arthur Spector, Esq., at Berger
Singerman P.A., represent the Debtors in their restructuring
efforts.  James O'Neill, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware and
conflicts counsel.  Epiq Bankruptcy Solutions LLC acts as the
Debtors' claims and noticing agent.  As of January 31, 2009, the
Company had $8.78 million in total Assets, $13.30 million in total
liabilities, and $4.52 million in stockholders' deficit.


SHILO INN: Wants July 3 Plan Filing Deadline Extension
------------------------------------------------------
Shilo Inn Diamond Bar LLC and Shilo Inn Killeen LLC ask the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusive period to file a Chapter 11 plan of reorganization
until July 3, 2011, and solicit acceptances of that plan until
Sept. 2, 2011.  The Debtor filed the request before April 4, 2011,
when the plan proposal deadline was set to expire.

According to the Debtors, on March 24, 2011, the Court denied
the approval of the adequacy of their disclosure statement
explaining their Chapter 11 plan.  The Court issued an order on
the disclosure statement, detailing what revisions would be
required.  This is the Debtors' first request for extension of
time.

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full -- service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.  It filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-60884) on Nov. 29, 2010.
David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP, serves as the Debtor's bankruptcy counsel.


SKINNY NUTRITIONAL: Jon Bakhshi Discloses 9.41% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jon Bakhshi disclosed that he beneficially owns
35,000,000 shares of common stock of Skinny Nutritional Corp.
representing 9.41% of the total outstanding common stock at
March 28, 2011.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company's balance sheet as of Sept. 30, 2010, showed
$2,163,677 in total assets, $4,341,282 in total current
liabilities, and a stockholders' deficit of $2,177,605.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., 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 incurred losses since inception and has not yet been
successful in establishing profitable operations.


STONE RESOURCES: Franchisor's Bad Faith Filing Argument Fails
-------------------------------------------------------------
WestLaw reports that the mere fact that a Chapter 11 petition was
filed two days after denial of the debtor's motion for
reconsideration of an order granting a former franchisor's motion
for preliminary injunction to enforce a covenant not to compete
was insufficient, without more, to establish that the petition was
filed in bad faith, so as to permit dismissal of the case under
the "for cause" dismissal provision.  The preliminary injunction
had a devastating effect on the debtor's ability to operate and to
earn income sufficient to pay its various creditors.  Moreover,
the debtor had commenced its bankruptcy case in a legitimate
attempt to preserve the "going concern" value of its business and
to reorganize.  In re Stone Resources, Inc., --- B.R. ----, 2011
WL 1206153, slip op. http://is.gd/Wk6Mby(Bankr. E.D. Pa.)
(Coleman, J.).

The Honorable Magdeline D. Coleman's Memorandum decision dated
Mar. 28, 2011, also denies the franchisor's requests for relief
from the automatic stay and for adequate protection.

To enforce the non-compete provision contained in the parties'
franchise agreement, MarbleLife, Inc., sued (E.D. Pa. Case No. 10-
cv-02480) Stone Resources, Inc., in May 2010.

Former MarbleLife reanchisee Stone Resources, Inc., aka Natural
Stone Care and Marble Life of Delaware Valley, filed a chapter 11
petition (Bankr. E.D. Pa. Case No. 11-11124) on Feb. 16, 2011, and
is represented by Paul J. Winderhalter, Esq. -- pwinterhalter@pjw-
law.com -- in Philadelphia, Pa.  A copy of the Debtor's chapter 11
petition is available at <http://bankrupt.com/misc/paeb11-
11124.pdf>http://bankrupt.com/misc/paeb11-11124.pdfat no charge.


STRATEGIC AMERICAN: Accepts Resignations of A. Gaines & A. David
----------------------------------------------------------------
Effective April 1, 2011, the Board of Directors of Strategic
American Oil Corporation accepted the resignation of Alan D.
Gaines as a Director and Chairman of the Board of Directors and
the resignation of Amiel David as a Director and President of the
Company.  On the same date the Board of Directors accepted the
consent to act of Jeremy Glenn Driver, who was already serving as
a Director and the Chief Executive Officer of the Company, to
serve as President and Chairman of the Board.

As a result the Company's current Directors and Executive Officers
are as follows:

Name                 Position
----                 --------
Jeremy Glenn Driver  Pres., CEO, Chairman and a Director
Leonard Garcia       Director
Steven L. Carter     Vice President Operations and a Director
Johnathan Lindsay    Secretary, Treasurer and CFO

As reported in the Company's prior Current Report on Form 8-K
dated Feb. 15, 2011, the Company originally entered into stock
agreements, dated Feb. 10, 2011, with Messrs. Gaines and David,
which provided for 60 days to reach mutually agreed upon
compensation, operational responsibilities and other employment
details.  Due to an inability to reach mutually satisfactory
terms, it was decided by all parties to have a mutual separation
whereby both Messrs. Gaines and David agreed to step down as
Directors and Executive Officers of the Company, relinquish their
vested stock and other rights under their original stock
agreements and receive certain other consideration.

As a consequence of that mutual separation the Company has now
agreed to provide Mr. Gaines with cash payments totaling U.S.
$500,000, payable as follows: (i) an initial payment of U.S.
$125,000 on April 1, 2011; an additional payment of U.S. $125,000
on or before four weeks from April 1, 2011; and (iii) a final
payment of U.S. $250,000 not later than two months from April 1,
2011. In addition, the Company has granted to Mr. Gaines 5,000,000
transferable common stock share purchase warrants to acquire an
equivalent number of restricted common shares of the Company at an
exercise price of U.S. $0.10 per share expiring on April 1, 2014.

As a consequence of that mutual separation the Company has agreed
to provide Mr. David with cash payments totaling U.S. $543,750,
payable as follows: (i) an initial payment of U.S. $168,750 on
April 1, 2011; an additional payment of U.S. $125,000 on or before
four weeks from April 1, 2011; and (iii) a final payment of U.S.
$250,000 not later than two months from April 1, 2011. In
addition, the Company has also granted to Mr. David 5,000,000
transferable common stock share purchase warrants to acquire an
equivalent number of restricted common shares of the Company at an
exercise price of U.S. $0.10 per share expiring on April 1, 2014.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUGARHOUSE HSP: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed SugarHouse HSP Gaming Prop.
Mezz, LP's (HSP) Corporate Family and Probability of Default
ratings at B3.  At the same time, Moody's assigned a B3 rating to
HSP's proposed $235 million 2nd lien senior secured notes due
2016.  The rating outlook is stable.

Net proceeds from the proposed offering will be used to refinance
the company's $10 million B3-rated revolver expiring 2014, $185
million B3-rated term loans due 2014, $21 million unrated term
loan due 2014, and $20 million of outstanding furniture, fixture
and equipment loans.  Moody's will withdraw the ratings on the
company's revolver and term loans once the transaction closes.

The ratings are subject to review of final terms and
documentation.

Ratings affirmed:

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3

Rating assigned:

   -- $235 million 2nd lien senior secured notes due 2016 at B3
      (LGD 4, 55%)

Ratings affirmed and to be withdrawn when the transaction closes:

   -- $185 million senior secured term loans due in 2014 at B3
      (LGD 3, 49%)

   -- $10 million senior secured revolver expiring 2014 at B3 (LGD
      3, 49%)

Ratings Rationale

The affirmation of HSP's B3 Corporate Family Rating (CFR) reflects
the company's small, single asset profile and limited operating
history. HSP only recently opened the SugarHouse Casino -- the
company's only casino asset and source of debt repayment -- in
September 2010.  As a result, SugarHouse is still going through
its critical ramp-up period with no assurance that the casino will
meet its longer-term financial targets.  Additionally, Moody's
expects that SugarHouse will only generate net revenue of between
$220 million and $240 million, and EBITDA of between $45 million
and $55 million of EBITDA in its first full year of operations,
relatively small amounts compared to many other rated casino
companies.

The B3 CFR also incorporates Moody's expectation that debt/EBITDA
(including Moody's standard analytical adjustments as well as the
application of 75% equity credit to the company's original
$159 million preferred equity interest) will likely remain high,
at above 5.5 times through fiscal 2012, and that interest coverage
will likely be between 2.0 times and 2.5 times through that same
period.

Concurrently with HSP's proposed note offering, it plans on
entering into an agreement for a new $10 million revolver.  That
credit agreement is expected to include a limit on additional debt
through a 1.15 times maintenance-based interest coverage ratio
covenant.  However, Moody's expects the proposed note indenture
will include a permitted debt basket of $90 million to allow for
the funding of a future expansion assuming certain conditions are
met.

Positive ratings consideration is given to the population density
and favorable demographics of SugarHouse's primary market area --
the Philadelphia area.  SugarHouse's location is an important
competitive advantage over many other eastern Pennsylvania casinos
as well as the Atlantic City casinos as gaming consumers have
demonstrated a strong preference for convenience.  Also considered
is the benefit of the proposed refinancing which will relax the
company's debt maturity profile and lower total annual interest
cost by approximately $5 million to $22 million per year.  HSP's
nearest material scheduled debt maturity will be 2016 when the
company's proposed notes mature.

The B3 rating on the 2nd lien senior secured notes -- the same as
the CFR -- reflects the fact that the 2nd lien debt currently
makes up the preponderance of HSP's capital structure.

The stable rating outlook reflects Moody's expectation that
SugarHouse's primary market area will provide enough customer
traffic and demand for the project to more than cover its fixed
charge obligations, meet its interest coverage test, and generate
cash flow after all scheduled debt service obligations, income tax
payments and maintenance capital expenditures of about $15 million
to $20 million.  The stable outlook also considers that HSP's
ability to distribute cash dividends will be governed by a
restricted payments test that only allows the company to dividend
$15 million in aggregate as long as the proposed indenture is in
effect, and slightly more if the company is able to achieve
secured debt/EBITDA at or below 5.0 times.

Ratings could be lowered if SugarHouse's win per unit statistics
for slots and table games, and monthly gaming revenues as reported
by the Pennsylvania Gaming Control Board exhibit a material
decline for any reason.  Ratings could also be lowered if the
company does not demonstrate the ability to generate positive free
cash flow.  Independent of any change in HSP's CFR, and absent any
other material changes to Moody's view of the company's operating
performance and capital structure, the proposed 2nd lien notes
would likely be lowered one-notch if the company uses its
permitted debt basket to issue debt that ranks ahead of the
proposed notes to fund an expansion.

Ratings improvement is limited at this time given the casino's
limited operating history and Moody's opinion that there is a high
probability that HSP will issue additional debt under its
permitted debt basket to fund a future expansion.  However, if it
appears that operating results will exceed Moody's current
expectations for fiscal 2012, and the company's earnings outlook
is favorable for 2013, HSP's ratings could be raised one-notch,
even if it pursues an expansion utilizing the full $90 million
permitted debt basket.

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

Please see ratings tab on the issuer/entity page on Moodys.com for
the last Credit Rating Action and rating history.

SugarHouse HSP Gaming Prop. Mezz, LP operates the SugarHouse
Casino -- which opened in September 2010 -- along the Delaware
River waterfront in Philadelphia, PA. HSP Gaming, LP, the parent
company of HSP, was selected as a category 2 gaming licensee by
the Pennsylvania Gaming Control Board in December 2006.  The
company is majority owned and controlled by Neil Bluhm, his
family, and Greg Carlin.


SUN COUNTRY: Judge Approves Sale of Petters' Interest
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that a Minnesota bankruptcy judge
allowed a trustee in charge of unraveling the fraud-ridden
business empire built by convicted Ponzi schemer Tom Petters to
sell his company's interest in Sun Country Airlines.

DBR reported on March 14 that trustee Douglas A. Kelley said a
sale of Sun Country, officially known as MN Airlines LLC, would
generate cash that could provide a recovery for Petters Co.
creditors.  Mr. Kelley said the airline has received an offer that
has the potential to "maximize the value" of Sun Country's stock.
Mr. Kelley, according to DBR, did not disclose the bidder or the
amount of the offer.  As a privately held airline that itself
emerged from bankruptcy protection last month, Sun Country's stock
is currently illiquid, Mr. Kelley said.

As reported by the Troubled Company Reporter on March 8, 2011,
Christa Meland at TwinCities Business, citing papers filed with
the court, said Sun Country -- which officially emerged
from bankruptcy late February -- has been looking for a buyer
for at least a year.  According to TwinCities Business, in a
reorganization plan filed in April 2010, which outlined the
airline's plans to exit bankruptcy, the carrier believes that
"indications of interest confirm a valuation in the range of $10
million to $30 million," according to the report.

TwinCities reported that, in the court documents filed last month,
the trustee asked U.S. Bankruptcy Judge Gregory Kishel to seal the
name of the expected buyer and offer price, along with the minimum
amount the airline would accept, until the transaction has been
negotiated.  The trustee said that the deal may be jeopardized if
he can't assure the prospective purchaser that the offer price
will be accepted by shareholders.

                   About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.

Sun Country Airlines won confirmation of its plan of
reorganization on Sept. 13, 2010.  The plan provides for cash
payments to certain creditors, as well as a distribution of equity
in the reorganized company to other creditors.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 protection on Dec. 18,
2008 (Bankr. D. Minn., Lead Case No. 08-46617).  PLR Acquisition
LLC, a joint venture composed of Hilco Consumer Capital L.P. and
Gordon Brothers Brands LLC, acquired most of Polaroid's assets --
including the Polaroid brand and trademarks -- in May 2009.  They
paid $87.6 million for the brand.  Debtor Polaroid Corp. was
renamed to PBE Corp. following the sale.  The case was converted
to Chapter 7 on Aug. 31, 2009, and John R. Stoebner serves as the
Chapter 7 Trustee.


TASEKO MINES: S&P Puts 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Vancouver-based copper producer
Taseko Mines Ltd.  The outlook is stable.

"We also assigned our 'B' issue-level rating, and '3' recovery
rating, to the company's proposed US$200 million unsecured notes.
A '3' recovery rating indicates our expectations of meaningful
(50%-70%) recovery in the event of default," S&P noted.

"The ratings on Taseko reflect our view of the company's limited
product and operating diversity, volatile profitability owing to
its exposure to unstable copper and molybdenum prices, and high
cash costs," said Standard & Poor's credit analyst Donald Marleau.
"These risks are partially offset, we believe, by Taseko's low
debt leverage and the long reserve life at its copper mine,"
Mr. Marleau added.  The company has one operating copper mine --
Gibraltar in B.C., in which it has a 75% ownership -- as well as
three other mining projects in B.C. that are in the early
development stages.

"Taseko is exposed to volatile copper prices, but the operating
leverage stemming from the inherently high fixed costs in the
industry and the relatively high cash cost profile of its mine
have contributed to what we consider strong margins of about 30%
in the recent cyclical upswing in copper prices," S&P noted.

S&P continued, "The stable outlook reflects our view that, given
strong demand and copper prices in the near term, Taseko's
profitability should remain strong in 2011.  Also, the prefunding
of the Gibraltar expansion project means that liquidity will
likely remain well above C$200 million in the next two-to-three
years."

"We expect that pressure on the rating would emerge if debt
leverage increased to 4.5x, stemming from any combination of
weaker copper demand and prices that reduce profitability, an
unexpected operating disruption, or higher capital expenditures.
Taseko's lack of diversity constrains an upgrade," S&P added.


TIRE DISTRIBUTORS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Tire Distributors, Inc.
        2980 Huron Street
        Denver, CO 80202

Bankruptcy Case No.: 11-17518

Chapter 11 Petition Date: April 6, 2011

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

Judge: Michael E. Romero

Debtor's Counsel: Caroline C. Fuller, Esq.
                  FAIRFIELD AND WOODS, P.C.
                  1700 Lincoln St., Ste. 2400
                  Denver, CO 80203-4524
                  Tel: (303) 830-2400
                  Fax: (303) 830-1033
                  E-mail: cfuller@fwlaw.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 Gary R. Sullivan, president.


TOP SHIPS: Obtains Covenant Breach Waiver from Alpha Bank
---------------------------------------------------------
TOP Ships Inc. said that it has obtained a waiver from Alpha Bank
until Feb. 28, 2012, in relation to the breach of certain
financial covenants under the Alpha Bank credit facility.

TOP Ships Inc., formerly known as TOP Tankers Inc., is an
international provider of worldwide seaborne crude oil and
petroleum products and drybulk transportation services.


TOWN SPORTS: S&P Assigns 'B' Rating on $350MM Sr. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'B' issue-level rating to New York City, N.Y.-based Town
Sports International LLC's proposed $350 million senior credit
facility consisting of a $50 million revolver due in 2016, and a
$300 million term loan B due in 2018.  "The preliminary recovery
rating is a '3', indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default," S&P
noted.

Proceeds from the proposed credit facility will be used to repay
the outstanding balance under Town Sports' current term loan due
2014 (at Dec. 31, 2010, $178 million was outstanding), repurchase
the company's outstanding $138.5 million 11% senior discount notes
due 2014 and fund the related call premium, and pay for fees and
expenses.

"While the transaction improves Town Sports' debt maturity
profile, the transaction is essentially debt neutral and we view
it as a modest improvement to the credit risk of Town Sports.  On
April 4, 2011, we revised our outlook on Town Sports to positive
from stable.  The outlook revision to positive reflected the
recent improvement in Town Sports' operating trends, which,
given our current outlook for the economy and the fitness club
sector, we expect to continue in 2011.  We anticipate that EBITDA
will grow at least modestly over the next few years, fueled by
both improved performance at existing clubs and club expansion.
In addition, we believe that management will maintain a
disciplined club expansion strategy that will allow for modest
amounts of debt reduction and some improvement to credit measures.
A higher rating would be considered if adjusted leverage improves
to the low 6.0x area and we gain confidence that interest coverage
will be sustained at around 2.0x.  However, a higher rating would
also necessitate our confidence that management will continue to
maintain a disciplined club expansion strategy," S&P stated.

Rating List

Town Sports International Holding Inc.

Corporate credit rating           B/Positive/--

Rating Assigned
Town Sports International LLC
Senior secured
  $50 mil. revolver due 2016      B(prelim)
  Recovery rating                 3(prelim)
  $300 mil. term loan B due 2018  B(prelim)
  Recovery rating                 3(prelim)


TRAILER BRIDGE: Files Form S-8; Registers 800,000 Common Shares
---------------------------------------------------------------
Trailer Bridge, Inc., registered with the U.S. Securities and
Exchange Commission 800,000 shares of common stock to be offered
under the Trailer Bridge, Inc. Stock Incentive Plan and Trailer
Bridge, Inc. Non-Employee Director Stock Incentive Plan.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$116.4 million in total assets, $116.7 million in total
liabilities, and a stockholders' deficit of $316,395.


TRICO MARINE: Unit Exchange Offer Extended Until Today
------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
announced Friday that it has extended the expiration date of its
out-of-court exchange offer to the holders of its 11 7/8% senior
secured notes due 2014 and the solicitation of consents to the
governing indenture to 5:00 p.m. Eastern Time on April 11, 2011.
Withdrawal rights under the Exchange Offer will not be extended by
the new expiration date.  The deadline for submitting ballots to
accept or reject the prepackaged plan of reorganization remains
5:00 p.m. Eastern Time on April 18, 2011.  The Exchange Offer,
Consent Solicitation and solicitation of acceptances of the
Prepackaged Plan are otherwise unchanged.

The Exchange Offer and Consent Solicitation were scheduled to
expire at 5:00 p.m. Eastern Time on April 7, 2011. At 5:00 p.m.
Eastern Time on April 7, 2011, $396,454,000 principal amount of
Notes representing approximately 99.11% of the outstanding
principal amount of the Notes had been validly tendered and not
withdrawn in the Exchange Offer.  The Company is extending the
expiration date of the Exchange Offer in order to permit the
progression of negotiations with other creditors, whose agreement
is a condition to the Exchange Offer.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors. The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: Court Approves Sale of Trinity River Assets to Lanex
------------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
the sale of Trico Marine Services' Trinity River assets to Lanex
for $611, 000.

                       About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRITON 88: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Triton 88, L.P.
        fka Triton 88, LLC
        c/o Dylan Bird
        P.O. Box 7418
        Capistrano Beach, CA 92624

Bankruptcy Case No.: 11-33185

Chapter 11 Petition Date: April 6, 2011

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

Judge: Jeff Bohm

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

Scheduled Assets: $6,300,000

Scheduled Debts: $5,803,390

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

The petition was signed by Bill Bird, manager of Triton 2000, LLC.


VU1 CORPORATION: Peterson Sullivan Raises Going Concern Doubt
-------------------------------------------------------------
Vu1 Corporation filed on March 31, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Peterson Sullivan, LLP, in Seattle, Wash., expressed substantial
doubt about Vu1 Corporation's ability to continue as a going
concern.  The independent auditors noted that the Company
incurred a net loss of $4,626,250, and it had negative cash flows
from operations of $3,529,351 in 2010.  "In addition, the Company
had an accumulated deficit of $70,499,569 at Dec. 31, 2010."

The Company reported a net loss of $4.63 million for 2010,
compared with a net loss of $7.58 million for 2009.  The Company
recognized no revenues in either of fiscal 2010 or 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.77 million
in total assets, $729,895 in total liabilities, and stockholders'
equity of $1.04 million.

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

                       http://is.gd/wxIBQS

New York City-based Vu1 Corporation (OTC BB: VUOC)
-- http://www.Vu1.com/-- designs, develops and manufactures
mercury-free light bulbs using the Company's proprietary Electron
Stimulated Luminescence(TM), or ESL, lighting technology.


VYCOR MEDICAL: Paritz & Company Raises Going Concern Doubt
----------------------------------------------------------
Vycor Medical, Inc. filed on March 31, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred a loss since inception, has a net accumulated deficit
and may be unable to raise further equity.

The Company reported a net loss of $2.0 million on $316,450 of
revenue for 2010, compared with a net loss of $1.1 million on
$199,046 of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $1.6 million
in total assets, $2.0 million in total liabilities, and a
stockholders' deficit of $393,725.

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

                       http://is.gd/ywrnRQ

Boca Raton, Fla.-based Vycor Medical, Inc., operates two distinct
business units -- Vycor Medical Inc. and NovaVision, Inc.  Vycor
Medical is a medical device company that designs, develops and
markets medical devices for use in neurosurgery.  NovaVision
develops non-invasive, computer-based visual neuro-stimulation
therapy called VRT for those suffering from vision loss resulting
from neurological trauma.


WASHINGTON MUTUAL: Reaches Settlement in Securities Suit
--------------------------------------------------------
Bankruptcy Law360 reports that a federal judge in Washington state
on Wednesday paused the lead securities class action brought by
investors against defunct Washington Mutual Inc. after learning
the parties had reached a tentative settlement.

As reported in the Troubled Company Reporter on April 6, 2011,
BankruptcyData.com said Washington Mutual filed with the
U.S. Bankruptcy Court a motion seeking approval of the settlement
of a class action lawsuit with a group who alleges that Washington
Mutual subsidiary, Washington Mutual Bank, charged improper fees
prior to satisfaction and settlement of their homes loans,
mortgage loans, co-op loans, and home equity loans.  Under the
settlement, the Debtors will pay $13 million into a settlement
fund for the plaintiffs in exchange for the release of the claims.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WESTERN SPRINGS: Closed; Heartland Bank and Trust Assumes Deposits
------------------------------------------------------------------
Western Springs National Bank and Trust of Western Springs, Ill.,
was closed on Friday, April 8, 2011, by the Office of the
Comptroller of the Currency, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Heartland Bank and Trust Company of Bloomington, Ill., to assume
all of the deposits of Western Springs National Bank and Trust.

The two branches of Western Springs National Bank and Trust will
reopen during normal business hours as branches of Heartland Bank
and Trust Company.  Depositors of Western Springs National Bank
and Trust will automatically become depositors of Heartland Bank
and Trust Company.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Western Springs National
Bank and Trust should continue to use their existing branch until
they receive notice from Heartland Bank and Trust Company that it
has completed systems changes to allow other Heartland Bank and
Trust Company branches to process their accounts as well.

As of Dec. 31, 2010, Western Springs National Bank and Trust had
around $186.8 million in total assets and $181.9 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Heartland Bank and Trust Company agreed to purchase
essentially all of the failed bank's assets.

The FDIC and Heartland Bank and Trust Company entered into a loss-
share transaction on $100.8 million of Western Springs National
Bank and Trust's commercial loans.  Heartland Bank and Trust
Company will share in the losses on the asset pool covered under
the loss-share agreement.  The loss-share transaction is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-528-6215.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/westernsprings.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $31.0 million.  Compared to other alternatives, Heartland
Bank and Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  Western Springs National Bank and
Trust is the 27th FDIC-insured institution to fail in the nation
this year, and the fourth in Illinois.  The last FDIC-insured
institution closed in the state was The Bank of Commerce, Wood
Dale, on March 25, 2011.


WOLVERINE TUBE: Settles PBGC Claims as Part of Reorg. Plan
----------------------------------------------------------
Wolverine Tube, Inc., announced on April 8, 2011, that it signed a
memorandum of understanding with the Pension Benefit Guaranty
Corporation relating to a settlement of claims asserted by the
PBGC.  The settlement terms will be incorporated into Wolverine's
plan of reorganization and have the support of the company's
noteholders who earlier agreed to support the reorganization plan.
The settlement remains subject to final effectiveness of
Wolverine's reorganization plan, which is anticipated in the next
60 days, and the termination of Wolverine's defined benefit
Retirement Plan in accordance with statutory requirements.
Wolverine intends to move forward expeditiously to obtain
Bankruptcy Court approval of its disclosure statement, complete
its reorganization and emerge from bankruptcy.

Steven S. Elbaum, Chairman of Wolverine, stated that, "Wolverine
is very pleased to have reached an agreement with PBGC which
converts its underfunding liability and other related claims into
a payment obligation to be funded over 10 years and which will be
within Wolverine's expected financial capacity."

"We appreciate PBGC's focused and constructive approach in
reaching a resolution which is fair and which strengthens
Wolverine's ability to be a strong and viable competitor and
employer. This agreement represents an important milestone in
Wolverine's effort to emerge from bankruptcy," added Elbaum.
"Wolverine is grateful to its noteholders, customers, suppliers,
and employees who have supported it throughout this process.
Wolverine will be well positioned to successfully compete in the
global markets."

                        About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

The Debtors filed a prearranged chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.


YRC WORLDWIDE: Phil Gaines Assumes SVP-CFO Position at YRC Inc.
---------------------------------------------------------------
YRC Worldwide Inc. and one of its named executive officers, Phil
J. Gaines, entered into an agreement regarding Mr. Gaines' new
role as Senior Vice President - Chief Financial Officer of YRC
Inc., the largest operating subsidiary of the Company.  In this
role, Mr. Gaines will report to the President of YRC with a dotted
line reporting relationship to the Chief Financial Officer of the
Company.  The agreement confirms Mr. Gaines' continued employment
with YRC and sets forth modifications to the Company's Executive
Severance Agreement with Mr. Gaines and the Company's Executive
Severance Policy as it would apply to Mr. Gaines.

Mr. Gaines will receive a cash payment equal to $229,500, payable
on April 1, 2011, in connection with his assumption of this new
role.  In the event Mr. Gaines voluntarily leaves the Company
prior to Dec. 31, 2011, he will forfeit any severance benefits
normally available under the Company's Executive Severance Policy,
but will retain the April Payment.  If (A) Mr. Gaines' is
involuntarily terminated prior to March 31, 2012 as a result of
elimination of his position, a restructuring of the Company or a
reduction in force, or he is involuntarily terminated without
cause or (B) Mr. Gaines voluntarily leaves the Company after
Dec. 31, 2011 but prior to March 31, 2012, then, in each case, Mr.
Gaines will be eligible to receive severance benefits under the
Company's Executive Severance Policy, except that Mr. Gaines' cash
severance payments would be limited to $382,500 (payable over 15
months from his termination date).  If a change of control
transaction occurs prior to March 31, 2012 and Mr. Gaines
voluntarily leaves the Company within 90 days of the close of such
transaction, then Mr. Gaines will be eligible to receive severance
benefits under his Executive Severance Agreement, except that Mr.
Gaines' cash severance payments would be reduced by the April
Payment.  If Mr. Gaines remains employed by the Company after
March 31, 2012, he will be eligible for benefits under his
Executive Severance Agreement and the Company's Executive
Severance Policy then in effect without any of the modifications
set forth in the agreement.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet at Dec. 31, 2010, showed
$2.63 billion in total assets, $2.73 billion in total liabilities
and $95.84 million in total shareholders' deficit.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.


* S&P's Global Default Tally Rises to Four
------------------------------------------
After seven consecutive weeks without a global corporate default,
Perkins & Marie Callender's Inc. missed an interest payment on its
senior unsecured notes last week, said an article published April
8 by Standard & Poor's. The article, which is titled "Global
Corporate Default Update (April 1 - 7, 2011) (Premium)," says that
this raises the 2011 global corporate default tally to four
issuers.

Three of this year's defaults were based in the U.S., and one was
based in the Czech Republic.  By comparison, 29 global corporate
issuers had defaulted by this time in 2010 (20 U.S.-based issuers,
one European issuer, two issuers from the emerging markets, and
six in the other developed region, which consists of Australia,
Canada, Japan, and New Zealand).

All four of this year's defaulters missed interest or principal
payments, which was also one of the top reasons for default last
year.  Of the defaults in 2010, 28 resulted from missed interest
or principal payments, 25 stemmed from Chapter 11 and foreign
bankruptcy filings, 23 were from distressed exchanges, three were
from receiverships, one was from regulatory directives, and one
was from administration.

"Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal," said Diane Vazza, head of Standard & Poor's
Global Fixed Income Research group.  In 2010, 81 global corporate
issuers defaulted, down from the record high of 265 in 2009.

None of the 81 defaulters began the year rated investment grade.
The debt amount affected by these defaults fell to $95.7 billion,
also considerably lower than in 2009.


* Regulators Shut Nevada, Illin. Bank as Year's Failures Now 28
---------------------------------------------------------------
Nevada Commerce Bank of Las Vegas, Nev., was closed on Friday by
the Nevada Financial Institutions Division, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with City National Bank of Los Angeles, Calif., to
assume all of the deposits of Nevada Commerce Bank.

Western Springs National Bank and Trust of Western Springs, Ill.,
was closed on April 8, 2011, by the Office of the Comptroller of
the Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Heartland
Bank and Trust Company of Bloomington, Ill., to assume all of the
deposits of Western Springs National Bank and Trust.

A total of 28 FDIC-insured institutions have failed in the nation
this year.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party   FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                     Closed Bank  Deposits & Bought   Fund
   Closed Bank       (millions)   Certain Assets      (millions)
   -----------       ----------   --------------      ------------
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0

Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* FINRA Sanctions Two Firms and Seven Individuals
-------------------------------------------------
The Financial Industry Regulatory Authority (FINRA) has sanctioned
two firms and seven individuals for selling interests in private
placements without conducting a reasonable investigation.  The
companies whose securities were sold in these private placements
were unrelated to the firms and individuals FINRA sanctioned. The
companies ultimately failed, resulting in significant investor
losses.

FINRA imposed sanctions against the following firms and
individuals for failing to conduct a reasonable investigation of
the sale of private placements offered by Medical Capital
Holdings, Inc. (MedCap) and/or Provident Royalties, LLC.

  -- Workman Securities Corp., of MN, was ordered to pay $700,000
     in restitution to affected customers.  Robert Vollbrecht,
     Workman's former President, was barred in any principal
     capacity, and fined $10,000.

  -- Timothy Cullum, former Chief Executive Officer, and Steven
     Burks, former President, of Cullum & Burks Securities, Inc.,
     of Dallas, TX, a now-defunct firm, were each suspended in
     any principal capacity for six months and fined $10,000.

  -- Jeffrey Lindsey and Bradley Wells, two former executives with
     Capital Financial Services, Inc., of ND, were each suspended
     for six months in any principal capacity and fined $10,000.

  -- Jay Lynn Thacker, former Chief Compliance Officer for
     Meadowbrook Securities, LLC (fka Investlinc Securities, LLC),
     of MS, was suspended for six months in any principal capacity
     and fined $10,000.

  -- David William Dube, former Owner, President, Chief Compliance
     Officer and Anti-Money Laundering (AML) Compliance Officer of
     (now-defunct) Peak Securities Corporation, of FL, was barred
     for failing to conduct adequate due diligence, as well as a
     failure as AML Compliance Officer to detect, investigate and
     report numerous suspicious transactions in 10 customer
     accounts where "red flags" existed.

In addition, FINRA fined Askar Corporation, of MN, $45,000 for its
failure to conduct due diligence on a private placement from DBSI,
Inc., another company that defaulted on its obligations.  FINRA
found that Askar only reviewed the offering documents and sales
materials provided by DBSI before approving the product for sale,
without independently verifying DBSI's representations in the
offering documents.

FINRA found that broker-dealers who sold the MedCap, Provident and
DBSI private placement offerings did not have reasonable grounds
to believe that the private placements were suitable for any of
their customers.  Also, they failed to engage in an adequate
investigation of the private placements and failed to establish,
maintain and enforce a supervisory system reasonably designed to
achieve compliance with applicable securities laws and
regulations. Without performing proper due diligence, the firms
could not identify and understand the inherent risks of these
offerings.  The sanctioned principals did not have reasonable
grounds to allow the firms' registered representatives to continue
selling the offerings despite the red flags that existed regarding
the private placements.

Brad Bennett, FINRA Executive Vice President and Chief of
Enforcement, said, "Senior officials at these firms failed to
fulfill their responsibilities to customers by not conducting
reasonable investigations of these unrelated offerings, especially
in light of multiple red flags suggesting liquidity concerns,
missed interest payments and defaults. FINRA will continue to look
closely at sales of both affiliated and unaffiliated private
placements to determine whether the selling firms fulfilled their
responsibility to customers."

From 2001 through 2009, MedCap, a medical receivables financing
company based in Anaheim, CA, raised approximately $2.2 billion
from over 20,000 investors through nine MedCap private placement
offerings of promissory notes.  MedCap made interest and principal
payments on its promissory notes until July 2008, when it began
experiencing liquidity problems and stopped making payments on
notes sold in two of its earlier offerings. Nevertheless, MedCap
proceeded with its last offering, MedCap VI, which it offered
through an August 2008 private placement memorandum.

In July 2009, the SEC filed a civil injunctive action in federal
district court in which it sought, and was granted, a preliminary
injunction to stop all MedCap sales.  The SEC alleged that MedCap
and its executives defrauded investors in MedCap VI by
misappropriating approximately $18.5 million of investor funds.
The SEC also alleged that MedCap misrepresented that it had never
defaulted on or had been late in making interest or principal
payments, when in fact, MedCap had defaulted on or was late in
paying nearly $1 billion in principal and interest on the notes
from its previous Regulation D offerings.  The court appointed a
receiver to gather and conduct an inventory of MedCap's remaining
assets.  The SEC action is pending.

From September 2006 through January 2009, Provident Asset
Management, LLC marketed and sold preferred stock and limited
partnership interests in a series of 23 private placements offered
by an affiliated issuer, Provident Royalties.  The Provident
offerings were sold to customers through more than 50 retail
broker-dealers nationwide and raised approximately $485 million
from over 7,700 investors. Provident Royalties' business plan
included the acquisition of a combination of producing and non-
producing sub-surface mineral interests, working interests and
production payments in real property located within the United
States. Although a portion of the proceeds of Provident Royalties'
offerings was used for the acquisition and development of oil and
gas exploration and development activities, millions of dollars of
investors' funds were transferred from the later offerings' bank
accounts to the Provident operating account in the form of
undisclosed and undocumented loans, and were used to pay dividends
and returns of capital to investors in the earlier offerings,
without informing investors of that fact.

On July 2, 2009, the SEC filed a civil injunctive action in the
Northern District of Texas naming Provident and others, and the
Court granted its request for a temporary restraining order and an
emergency asset freeze and appointment of a receiver to take
control of the entities, and marshal and preserve the assets for
the benefit of the defrauded investors.  All the named defendants
subsequently agreed to the entry of a preliminary injunction,
which remains in effect.  In March 2010, FINRA expelled Provident
Asset Management, LLC from membership for marketing a series of
fraudulent private placements offered by its affiliate, Provident
Royalties, LLC. (FINRA Case No. 2009017497201.)

FINRA's investigation of broker-dealers that sold the MedCap,
Provident, DBSI and other troubled private placement offerings
continues.

These actions were brought by the following members of the
Enforcement Department: Workman -- Jeff Ziesman and Mark Koerner;
Cullum & Burks, Meadowbrook and Peak Securities -- Marshall Gandy
and Andrew Favret; and Capital Financial Services and Askar --
James Stephens and Mark Koerner.

Investors can obtain more information about, and the disciplinary
record of, any FINRA-registered broker or brokerage firm by using
FINRA's BrokerCheck.  FINRA makes BrokerCheck available at no
charge.  In 2010, members of the public used this service to
conduct 17.2 million reviews of broker or firm records. Investors
can access BrokerCheck at www.finra.org/brokercheck or by calling
(800) 289-9999.

FINRA, the Financial Industry Regulatory Authority, --
http://www.finra.org/-- is the largest non-governmental regulator
for all securities firms doing business in the United States.
FINRA is dedicated to investor protection and market integrity
through effective and efficient regulation and complementary
compliance and technology-based services.  FINRA touches virtually
every aspect of the securities business -- from registering and
educating all industry participants to examining securities firms,
writing and enforcing rules and the federal securities laws,
informing and educating the investing public, providing trade
reporting and other industry utilities, and administering the
largest dispute resolution forum for investors and registered
firms.


* Bankruptcy Judge Gonzalez to Teach at NYU Upon Retirement
-----------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that New York Bankruptcy Court Chief Judge Arthur J.
Gonzalez, who will retire from the bench early next year, will
become a senior fellow and teach at New York University Law School
next spring.

Aside from teaching bankruptcy law courses, Judge Gonzalez will be
co-director of the school's Bankruptcy Workshop and its Galgay
Fellows Program, NYU said in a press release.

DBR notes Judge Gonzalez earned his master's in teaching from
Brooklyn College and taught in the New York City School System for
13 years before beginning his law career.  He earned his J.D. from
Fordham University School of Law and an LL.M. in taxation from NYU
in 1990.  Judge Gonzalez, born in 1947 in Brooklyn, moved from the
Internal Revenue Service to private practice and then to the U.S.
Trustee's office before his 1995 appointment as a judge for the
U.S. Bankruptcy Court in Manhattan.  He became chief judge in
2010.


* BOND PRICING -- For Week From April 4 to 8, 2011
--------------------------------------------------

  Company          Coupon     Maturity   Bid Price
  -------          ------     --------   ---------
AHERN RENTALS         9.3%    8/15/2013    47.938
AMBAC INC             6.0%    12/5/2035    11.000
AMBAC INC             6.2%     2/7/2087     1.825
AMBAC INC             7.5%     5/1/2023    13.650
AMBAC INC             9.5%    2/15/2021    10.750
AMBASSADORS INTL      3.8%    4/15/2027    43.520
BANK NEW ENGLAND      9.9%    9/15/1999    13.500
BANKUNITED FINL       6.4%    5/17/2012     5.500
BUFFALO THUNDER       9.4%   12/15/2014    36.002
CAPMARK FINL GRP      5.9%    5/10/2012    45.550
DUNE ENERGY INC      10.5%     6/1/2012    75.000
EDDIE BAUER HLDG      5.3%     4/1/2014     4.000
F-CALL04/11           6.3%    4/21/2014    99.250
FAIRPOINT COMMUN     13.1%     4/2/2018     1.000
FRANKLIN BANK         4.0%     5/1/2027     5.188
GENERAL MOTORS        7.1%    7/15/2013    28.825
GENERAL MOTORS        7.7%    4/15/2016    28.975
GENERAL MOTORS        9.5%    11/1/2011    29.000
GREAT ATLA & PAC      6.8%   12/15/2012    34.250
GREAT ATLANTIC        9.1%   12/15/2011    32.000
HARRY & DAVID OP      9.0%     3/1/2013    26.750
HORIZON LINES         4.3%    8/15/2012    75.250
INTL LEASE FIN        5.2%    4/15/2011    99.750
KEYSTONE AUTO OP      9.8%    11/1/2013    41.350
LEHMAN BROS HLDG      4.5%     8/3/2011    23.750
LEHMAN BROS HLDG      4.8%    2/27/2013    22.500
LEHMAN BROS HLDG      4.8%    3/13/2014    25.200
LEHMAN BROS HLDG      5.0%    2/11/2013    23.000
LEHMAN BROS HLDG      5.0%    3/27/2013    24.260
LEHMAN BROS HLDG      5.0%     8/5/2015    23.500
LEHMAN BROS HLDG      5.1%    1/28/2013    23.500
LEHMAN BROS HLDG      5.2%     2/4/2015    24.250
LEHMAN BROS HLDG      5.3%     2/6/2012    25.000
LEHMAN BROS HLDG      5.3%    2/11/2015    24.000
LEHMAN BROS HLDG      5.5%     4/4/2016    25.000
LEHMAN BROS HLDG      5.6%    1/24/2013    26.000
LEHMAN BROS HLDG      5.8%    5/17/2013    25.125
LEHMAN BROS HLDG      6.0%    7/19/2012    25.000
LEHMAN BROS HLDG      6.0%    6/26/2015    24.000
LEHMAN BROS HLDG      6.0%   12/18/2015    24.250
LEHMAN BROS HLDG      6.2%    9/26/2014    24.750
LEHMAN BROS HLDG      6.6%    1/18/2012    24.533
LEHMAN BROS HLDG      7.0%    4/16/2019    23.375
LEHMAN BROS HLDG      8.1%    1/15/2019    24.250
LEHMAN BROS HLDG      8.5%     8/1/2015    23.750
LEHMAN BROS HLDG      8.8%     3/1/2015    24.550
LEHMAN BROS HLDG      8.9%    2/16/2017    25.750
LEHMAN BROS HLDG      9.5%   12/28/2022    23.500
LEHMAN BROS HLDG      9.5%    1/30/2023    24.500
LEHMAN BROS HLDG      9.5%    2/27/2023    24.500
LEHMAN BROS HLDG     10.0%    3/13/2023    24.380
LEHMAN BROS HLDG     10.4%    5/24/2024    22.540
LEHMAN BROS HLDG     11.0%    6/22/2022    23.250
LEHMAN BROS HLDG     11.0%    8/29/2022    24.375
LEHMAN BROS HLDG     11.0%    3/17/2028    23.750
LEHMAN BROS HLDG     12.1%    9/11/2009     5.390
LEHMAN BROS HLDG     22.7%    9/11/2009    24.000
LEHMAN BROS INC       7.5%     8/1/2026    14.000
LOCAL INSIGHT        11.0%    12/1/2017     0.750
LTX-CREDENCE          3.5%    5/15/2011    90.000
MAJESTIC STAR         9.8%    1/15/2011    21.500
MFCCN-CALL04/11       5.8%    4/15/2031    97.144
NEWPAGE CORP         10.0%     5/1/2012    64.000
NEWPAGE CORP         12.0%     5/1/2013    36.000
RASER TECH INC        8.0%     4/1/2013    29.760
RESTAURANT CO        10.0%    10/1/2013     8.000
RIVER ROCK ENT        9.8%    11/1/2011    90.825
SBARRO INC           10.4%     2/1/2015    21.000
THORNBURG MTG         8.0%    5/15/2013     5.000
TIMES MIRROR CO       7.3%     3/1/2013    47.500
TOUSA INC             9.0%     7/1/2010    22.000
TRANS-LUX CORP        8.3%     3/1/2012    19.350
TRANS-LUX CORP        9.5%    12/1/2012    15.000
TRICO MARINE          3.0%    1/15/2027     6.625
TXU ENERGY CO         7.0%    3/15/2013    29.000
VIRGIN RIVER CAS      9.0%    1/15/2012    48.000
WCI COMMUNITIES       7.9%    10/1/2013     0.375
WOLVERINE TUBE       15.0%    3/31/2012    30.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***