TCR_Public/110412.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 12, 2011, Vol. 14, No. 101

                            Headlines

1019 VANOWEN: Case Summary & 10 Largest Unsecured Creditors
35 ORANGE: Vatche Manoukian-Owned Firm in Chapter 11
8699 BISCAYNE: Court Denies Motions for Protective Order
ACCREDITED HOME: Plan Disclosures Approved by Court
ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt

ADVANCED MARKETING: Service on Registered Fictitious Name Proper
ADVENTURE ENTERTAINMENT: To Close Several Roanoke Video Stores
ALISO COMMONS: American Security Wants Case Dismissed or Converted
ALLEGIANCE HAWKS: Court Denies Extension of Lease Decision Period
ALLOU DISTRIBUTORS: Duplicative Conspiracy Claims Dismissed

AMELIA ISLAND: Individual Must Appeal for Ad Hoc Committee
AMERICAN PACIFIC: SEC Wants Trustee to Replace CEO Pohill
ANGARAKA LIMITED: Confirmation Hearing Continued Until April 25
ANGARAKA LIMITED: Dismissal Hearing Continued Until April 25
ART COLLECTION: Case Summary & 7 Largest Unsecured Creditors

ATRINSIC INC: KPMG LLP Raises Going Concern Doubt
AVIS BUDGET: S&P Assigns 'BB' Rating on $1.25 Billion Revolver
AXESSTEL INC: Promotes Henrick Hoeffner to Chief Mktg. Officer
BAINBRIDGE SHOPPING: Plan of Reorganization Already Effective
BEAZER HOMES: Adds $141.7MM Unsold Securities to $700MM Offering

BERNARD L MADOFF: Trustee Sues Pictet and Banque Safra
BIOLIFE SOLUTIONS: Preliminary Revenue for Q1 at $611,000
BIOSCRIP INC: Moody's Cuts Corporate Family Rating to 'B3'
BLOCKBUSTER INC: Blames Attrition, Sale Process for 10-K Delay
CAPITAL HOME: Cash Collateral Hearing Continued Until April 12

CARLTON GLOBAL: Proposes Williams Brown as Public Accountant
CARLTON GLOBAL: Wins OK to Hire Stephen Wade as Counsel
CATHOLIC CHURCH: Clergy Abuse Claims Rose in 2010
CB HOLDING: Praesidian Buys 20 Charlie Brown's for $9.5 Million
CHANA TAUB: Dist. Court Affirms Chapter 11 Trustee Appointment

CHESAPEAKE ENERGY: S&P Raises Corporate Credit Rating to 'BB+'
CHINA RUITAI: Reports $6.86 Million Net Income in 2010
CHINA TEL GROUP: Acquires 51% Equity Stake in VN Tech
CHINA TEL GROUP: Inks Assignment Agreement With Trussnet Capital
CHINA VILLAGE: To Present Plan for Confirmation on May 13

CITY THEATER: Owners to Scrap Lease with Potomac Playmakers
CLEAN BURN: Wants to Pay Wages & Compensation to Employees
CLEAN HARBORS: Moody's Affirms 'Ba3' Corporate Family Rating
COMMERCIAL VEHICLE: Moody's Puts '(P)B2' Rating on Proposed Notes
COMMERCIAL VEHICLE: S&P Upgrades Corporate Credit Rating to 'B-'

COMPOSITE TECHNOLOGY: Files for Chapter 11 Protection
COMPOSITE TECHNOLOGY: Case Summary & Creditors List
COMPTON PETROLEUM: Peter K. Seldin Does Not Own Any Securities
CONSTAR INT'L: Wants Plan Exclusive Periods Extended Until Sept. 8
CONVERSION SERVICES: Scott Newman and Bryan Carey Terminated

CORNERSTONE WORLD: May File for Bankruptcy After Sherrif's Sale
CORTE DE ROSA: Case Summary & 4 Largest Unsecured Creditors
CRYOPORT INC: Names Mark Englehart as Chief Commercial Officer
DEAYDRE LEA PULLIAM: Bankr. Court Slaps $1,000 Sanction
DEI SYSTEMS: Sec. 546(e) Doesn't Apply to Bevan & Bichler Payments

DELTA AIR: Fitch Puts BB-/RR1 Rating on Secured Credit Facilities
DJSP ENTERPRISES: Expects to Record Non-Cash Impairment Charge
DONALD PEDERSEN: PMM Shareholders' Suit to Proceed in State Court
DOT VN INC: VNNIC and LANIC to Develop Laotian ccTLD ".LA"
EDIETS.COM INC: Amends Form S-1; To Offer 9.19MM Common Shares

ENCORIUM GROUP: Unit Borrows EUR500,000 From Ilari Koskelo
FANNIE MAE: To Sell Stake in Portfolio of Foreclosed Properties
FOXBOROUGH ENTERPRISES: Case Summary & Largest Unsecured Creditor
GATEHOUSE MEDIA: Gleacher Appointed Agent Under 2007 Credit Pact
GREENBRIER COS: Incurs $293,000 Net Loss in Qtr. Ended Feb. 28

EAST COAST: Case Summary & 13 Largest Unsecured Creditors
EASTERN LIVESTOCK: Request to Extend Exclusive Periods Withdrawn
ELEPHANT TALK: Rijkman Groenink Joins Board of Directors
ELITE PHARMACEUTICALS: Completes 3rd Closing of Epic Alliance
ELITE PHARMACEUTICALS: Announces 1st Shipment of Generic Tablets

ENERGYCONNECT GROUP: Incurs $2.75MM Net Loss in Jan. 1 Quarter
ENVIRONMENTAL INFRASTRUCTURE: Converts $1MM Debt to 4.5MM Shares
FIRSTFED FINANCIAL: Confirmation Hearing Continued Until June 7
FRESNO PACIFIC: Judge Rimel Dismisses Chapter 11 Case
GAS CITY: Seeks Going Concern Sale, Wants Exclusivity Until June

GELTECH SOLUTIONS: Plans to Sell FireIce and Skin Armour in China
GEOS COMMUNICATIONS: BDP USA Raises Going Concern Doubt
GRAYSTONE COMPANY: Reports $1,156 Net Income in March 31 Quarter
GREAT ATLANTIC & PACIFIC: Stop & Shop Settles Non-Competition Suit
GREAT LAKES: Has $38.4 Million of Debt Payments Due in 2011

H&HM INCORPORATED: Court Cites Flaws in Disclosure Statement
HARRY & DAVID: Seeks Approval of Backstop Deal With Noteholders
HARRY & DAVID: U.S. Trustee Forms Seven-Member Creditors Committee
HARVEST OIL: Suit v. Salsbury et al. Goes to Trial
HEDGES WAY: Case Summary & 9 Largest Unsecured Creditors

HIROYOSHI WORLDWIDE: EFP Rotenberg Raises Going Concern Doubt
HOVNANIAN ENTERPRISES: Plans to Offer $200MM of Securities
HOWELL & MCNEIL: Voluntary Chapter 11 Case Summary
INDIANAPOLIS DOWNS: Seeks Court OK for $103.125M Secured Financing
INNKEEPERS USA: Files Disclosure for June 23 Confirmation

INNKEEPERS USA: Seeks Approval of IP Dispute Settlement
INTEGRATED FREIGHT: Acquires Cross Creek Trucking
JOHN KUHNI: Utah Court Confirms Amended Exit Plan
KARYKEION INC: CBA Dispute Arises in Facility Sold to Avanti
KELO ENTERPRISE: Case Summary & 2 Largest Unsecured Creditors

KERNER OPTICAL: Edmeades-Controlled Firm in Chapter 11
KREMCO INC: Files for Chapter 7 Bankruptcy Protection
KUHN MECHANICAL: Owner Wants to Rescind Chapter 11 Filing
LANDMARK MEDICAL: Receives Bids from Four Hospital Companies
LEHMAN BROTHERS: Noteholders Consider Proposing Bankruptcy Plan

LEHMAN BROTHERS: Parties Oppose Plan Discovery Procedures
LEHMAN BROTHERS: To Accept $1.5 Mil. from BofA to Settle Lawsuit
LEHMAN BROTHERS: Fee Committee Wins OK for Godfrey as Counsel
LEHMAN BROTHERS: SunCal Wins Auction for 3 Developments
LEONARD WALLACE: Idaho District Court Affirms Case Dismissal

LITHIUM TECHNOLOGY: Inks Strategic Alliance With FN Research
LV KAPOLEI: Case Summary & 13 Largest Unsecured Creditors
LYONDELL CHEMICAL: Predecessor's Annuity Deal Not Retiree Benefit
MARC B TOLKIN: Court Says Ch. 7 Trustee May Recover Funds
MARK BRUNELL: Former NFL Player Files Reorganization Plan

MARMC TRANSPORATION: Trustee Files 2nd Ch. 7 Conversion Motion
MARMC TRANSPORATION: Wins Approval to Obtain $7,000 Unsecured Debt
MARMC TRANSPORATION: To Sell "Rolling Stock" to Alaska Frontier
MARSHA GILMORE: Dist. Court Rules on Dean Morris Class Suit
MERUELO MADDUX: Seeks July 31 Extension of Cash Collateral Use

MICROBILT CORP: Chex Systems Suit Stayed Against CL Verify
MILBANK 509: Bankruptcy Filing Averts Foreclosure Sale
MILLENNIUM INSTITUTE: Court Denies PREPA's Bid Over 2009 Accord
MINH HOANG: Debtor's Wrongful Conduct Not Imputed to Case Trustee
MIRABILIS VENTURES: Not Entitled to Tax Refund at This Time

MOLECULAR INSIGHT: Seeks OK of $10-Mil. DIP Loan From NexBank
MOORE JAGUAR: Court Dismisses Chapter 11 Bankruptcy Case
MORGANS HOTEL: To Sell Royalton and Morgans Hotels for $140MM
MYUNG SANG: Case Summary & 8 Largest Unsecured Creditors
NATIONAL AUTOMATION: Posts $540,300 Net Loss in Sept. 30 Quarter

NEC HOLDINGS: Wants Plan Exclusivity Until July 5
NEOMEDIA TECHNOLOGIES: JMC Discloses 9.99% Equity Stake
NEUROLOGIX INC: Registers Add'l 4.2MM Shares Under Stock Plan
NEW ORLEANS AUCTION: Files For Chapter 11 Bankruptcy Protection
NEW STREAM: Delays Chapter 11 Plan as Opposition Mounts

NIVS INTELLIMEDIA: Receivers Amex Delisting Notice
NORTHWEST AIRLINES: Preemption Does Not Apply Under RLA
OCEAN PLACE: May Use Hotel Revenues to Fund Chapter 11
OSAGE EXPLORATION: Issues $200,000 Promissory Note to P. Hoffman
OSCAT ENTERPRISES: Landmark Bank Launches Foreclosure Action

OVERLAND STORAGE: Marathon Capital Discloses 13.1% Equity Stake
OXIGENE INC: No Longer Complies With Nasdaq Listing Rules
OXIGENE INC: Has Until March 2012 to Regain Nasdaq Compliance
PALM HARBOR: Kelly Tacke Resigns Chief Financial Officer Position
PARKER BUILDING: Owner Plans to Send Parker Inn to Chapter 11

PATRIOT SEED: Dist. Court Affirms Ruling on Rothert Transfers
PAUL HEMMER: Chicago Unit Files for Chapter 7 Liquidation
PCL GROUP: Files for Chapter 7 Liquidation
PERKINS & MARIE: Moody's Cuts Corporate Family Rating 'Ca'
POINT BLANK: Amends Plan to Remove Rights Offering Proposal

POINT BLANK: Former CEO Files Appeal to Deregistration Approval
PONY EXPRESS: Court Confirms Reorganization Plan
PRS INSURANCE: Bankr. Ct. Declines to Hear Reinsurance Lawsuit
PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010
QA3 FINANCIAL: PAC May Terminate Insurance Policy

QUANTUM FUEL: Agreement with General Motors Kept Confidential
QUICK-MED TECH: Inks License Agreement With Avery Dennison
QUIGLEY CO: Plan-Support Agreement for Reorganization Approved
RASER TECHNOLOGIES: Seeks to Correct Ticker Symbol Error
REAL MEX: Appoints David Goronkin as Chief Executive Officer

REGEN BIOLOGICS: Case Summary & 13 Largest Unsecured Creditors
REOSTAR ENERGY: Wants to Use E-Fire Unsecured Loan for Operations
RIVIERA HOLDINGS: Riviera Voteco Owns 100% of Class A Common Stock
RPO INC: Files for Chapter 7 Bankruptcy
SAILBOAT PROPERTIES: Court Pegs Bath Property at $2,250,000

SATELITES MEXICANOS: Files Schedules of Assets & Liabilities
SATELITES MEXICANOS: Taps Epiq as Balloting & Claims Agent
SATELITES MEXICANOS: Taps Greenberg Traurig as Bankruptcy Counsel
SCO GROUP: UnXis Completes Purchase of SCO Unix Assets
SHILO INN: Court Denies Approval of Disclosure Statement

SKYLINE INVESTMENT: Case Summary & 5 Largest Unsecured Creditors
SKYPORT GLOBAL: Court Grants McKool Smith $74T in Fees
SL GREEN: S&P Affirms 'BB+' Corporate Credit Rating
SMITHFIELD REALTY: Vatche Manoukian-Owned Firm in Chapter 11
SOHO 25 RETAIL: Rents Belong to Mortgage Lender

SOLAR THIN: Harry Shufrin Resigns as CFO and Board Member
SPANISH POINT: Reorg. Plan Outline Hearing Set for April 21
SPENCER SPIRIT: Moody's Puts B2 Rating on Proposed $150MM Notes
STANLEY CATERBONE: 3rd Cir. Rejects Untimely Notice of Appeal
ST. VINCENT: Court Okays Sale to Rudin, Jewish Health System

SUN MEDIA: S&P Affirms & Withdraws 'BB' Corporate Credit Rating
SWADENER INVESTMENT: Obtains Court OK to Use Cash Collateral
T3 MOTION: Inks Debenture Amendment & Conversion Pact With Vision
T3 MOTION: Amends Form S-1 Prospectus; To Offer 2.85MM Units
TASTY BAKING: Merges With Flowers Foods in $165MM All-Cash Deal

TED SHELTON: Ruling Affirmed in Suit v. Vineyard Bank
TELIPHONE CORP: To Settle Bank of Montreal Suit for C$375,000
TERRESTAR NETWORKS: Can Obtain $13.4MM DIP Loan from Bridge Lender
TEXAS RANGERS: Perella Weinberg Transaction Fee Cut by 33%
TITAN ENERGY: Recurring Losses Prompt Going Concern Doubt

TOWN SPORTS: Moody's Holds B2 CFR; Puts B1 Rating on Proposed Debt
TRANS ENERGY: Inks Purchase & Sale Pact With Republic Energy
TRANSBRASIL S.A.: Seeks Creditor Protection in U.S.
TRANSBRASIL S.A.: Chapter 15 Case Summary
ULTIMATE ACQUISITION: To Sell Intellectual Property

VIASPACE INC: Reports $288,000 Gross Profit in 4Q 2010
VIASPACE INC: B. Randolph Resigns; Paul Kim Appointed Director
VITRO SAB: US Units to Sell Operations for $44MM to Grey Mountain
VYTERIS INC: Executes Agreement and Plan Merger With MediSync
WESTMORELAND COAL: Adopts New AIP and LTIP Program

WITHROW CAPITAL: Case Summary & 13 Largest Unsecured Creditors
WORLDGATE COMMUNICATIONS: Marcum LLP Raises Going Concern Doubt
WORTH'S SEAMLESS: Files For Chapter 7 Bankruptcy
W.R. GRACE: Appellants Present Issues vs. Plan Confirmation
W.R. GRACE: Opens New Manufacturing Facilities in LatAm

XSTREAM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors

* March Bankruptcies Pick Up Although Trailing 2010
* Sabrina Neff and Johnny Taylor Join Hughes Watters Askanase

* Large Companies With Insolvent Balance Sheets


                            *********


1019 VANOWEN: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 10919 Vanowen Partnership
        Unit 183, 10919 Vanowen Street
        N. Hollywood, CA 91405

Bankruptcy Case No.: 11-14431

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: William H. Brownstein, Esq.
                  1250 Sixth St., Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Scheduled Assets: $2,408,514

Scheduled Debts: $8,574,444

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-14431.pdf

The petition was signed by Charles Miseroy, general partner.


35 ORANGE: Vatche Manoukian-Owned Firm in Chapter 11
----------------------------------------------------
Bob Sanders at New Hampshire Business Review notes that
35 Orange Street LLC, a firm owned by developer Vatche Manoukian,
Nashua, has filed for bankruptcy protection.  Another firm owned
by Mr. Manoukian -- Smithfield Realty LLC -- also filed for
Chapter 11 bankruptcy, estimating assets and debts of $100,000 to
$500,000.

35 Orange Street, LLC, sought Chapter 11 protection (Bankr. D.
N.H. Case No. 11-11032) on March 21, 2011.  See
http://bankrupt.com/misc/nhb11-11032.pdf

Smithfield Realty, LLC, sought bankruptcy protection (Bankr. D.
N.H. Case No. 11-11003) on March 18, 2011.  See
http://bankrupt.com/misc/nhb11-11003.pdf

35 Orange, estimating assets of less than $50,000, and liabilities
between $100,000 and $500,000, and Smithfield Realty were included
in the "* Recent Small-Dollar & Individual Chapter 11 Filings"
section of the April 1, 2011 edition of the Troubled Company
Reporter.


8699 BISCAYNE: Court Denies Motions for Protective Order
--------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied motions filed by BFWest,
LLC, BFSPE, LLC, Builder Funding, LLC, and BuilderFinancial Corp.,
for Protective Order regarding the Notice of Taking Deposition of
Andrew Heller scheduled for Feb. 28, 2011; and the Notice of
Taking Deposition of WestLB AG scheduled for Feb. 23, 2011; and
the Motion for Protective Order regarding the Notice of Taking
Deposition of Records Custodian of McGladrey & Pullen, LLC for
March 8, 2011 and Notice of Taking Deposition of Huguette Beaulieu
for March 9, 2011.

On Aug. 17, 2009, 8699 Biscayne filed its Second Amended Complaint
seeking declaratory relief in conjunction with allegations of
usury relating to a promissory note, mortgage and other loan
documents as executed between Plaintiff and Defendants.  Following
the Court's grant of Plaintiff's Motion to Approve Settlement
Pursuant to B.R. 9019 with co-Defendants, Indigo Real Estate, LLC
and WestLB AG on Feb. 16, 2011, Plaintiff's usury claims against
Defendants are the sole remaining issues present in the adversary
action.

The suit is 8699 Biscayne, LLC, v. Indigo Real Estate, LLC, as
assignee of WestLB AG, & WestLB AG, a Foreign Corporation
BuilderFinancial, CORP., a Florida corporation, Builder Funding,
LLC, a Delaware limited liability company, BFSPE, LLC a Delaware
limited liability company, BFWest, LLC, a Delaware limited
liability company, Adv. Pro. No. 08-01749 (Bankr. S.D. Fla.).  A
copy of the Bankruptcy Court's April 5, 2011 Memorandum Order is
available at http://is.gd/A6Y10afrom Leagle.com.

Miami Beach, Florida-based 8699 Biscayne, LLC, filed for Chapter
11 bankruptcy (Bankr. S.D. Fla. Case No. 08-22814) on Sept. 4,
2008, represented by Paul DeCailly, Esq.  In its petition, the
Debtor estimated $1 million to $10 million in both assets and
debts.


ACCREDITED HOME: Plan Disclosures Approved by Court
---------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Accredited Home Lenders Holding Co., a former home mortgage
originator and securitizer, received approval of a disclosure
statement last week and scheduled a May 19 hearing for
confirmation of the liquidating Chapter 11 plan.  Creditors will
finish voting on May 9.

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 risky 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.


ACCREDITED MEMBERS: GHP Horwath Raises Going Concern Doubt
----------------------------------------------------------
Accredited Members Holding Corporation filed on April 5, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

GHP Horwath, P.C., in Denver, expressed substantial doubt about
Accredited Members Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company reported
a net loss of approximately $2,600,000 and used net cash in
operating activities of approximately $2,100,000 in 2010, and has
an accumulated deficit of approximately $4,200,000 at Dec. 31,
2010.

The Company reported a net loss of $2.6 million on $2.0 million of
revenue for 2010, compared with a net loss of $1.6 million on
$226,783 of revenue for the period March 11, 2009 through Dec. 31,
2009.

The financial statements for the period from Jan. 1, 2009, through
March 10, 2009, reflect the results of operations of predecessor
EdgeWater Research Partners, LLC.  The financial statements for
the periods subsequent to March 10, 2009 reflect the results of
operations of AMI.  Accordingly, the results of operations of the
Predecessor and the Successor are not comparable in all respects.

At Dec. 31, 2010, the Company's balance sheet showed $4.0 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $1.8 million.

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

                       http://is.gd/c96Ly6

Accredited Members Holding Corporation (OTC BB: ACCM)
was not, until Feb. 24, 2010, involved in active business
operations and instead sought to engage in the exchange of real
estate properties between individuals through the use of Section
1031 of the Internal Revenue Code.  The Company's name was Across
America Real Estate Exchange until May 11, 2010, when it was
changed to Accredited Members Holding Corporation.

The Company currently provides various services and products both
directly and through its subsidiary corporations Accredited
Members, Inc. ("AMI"), and World Wide Premium Packers, Inc.
("WWPP").

AMI is a publisher of investment research and information
regarding small/micro cap companies, as well as the publisher of
Accredited Members magazine.  AMI provides an online social
networking website intended for high net-worth investors
(www.accreditedmembers.com), provides corporate "Profiles" that
include multiple types of investor-related services (including web
articles, press releases and research), and holds conferences for
investors to meet and build relationships with small/micro cap
companies and other member investors.

World Wide Premium Packers, Inc., engages in processing and
distribution of meat products.


ADVANCED MARKETING: Service on Registered Fictitious Name Proper
----------------------------------------------------------------
In the suit, Curtis R. Smith, Plan Administrator of Advanced
Marketing Services, Inc., v. Pac International Logistics Company,
Adv. Pro. No. 08-51896 (Bankr. D. Del.), the Plaintiff obtained a
default judgment.  Subsequently, the adversary proceeding was
closed.  PAC International Logistics is a "doing business as" name
for Select AirCargo Services, Inc.  PAC is not a corporation, has
no officers, directors nor registered agent.  Thereafter, the
Plaintiff registered the default judgment in the United States
District Court for the Central District of California and
attempted to levy upon bank accounts held in the name of Select
AirCargo.  Select AirCargo claims that the notice received in the
California Action was the first notice that Select AirCargo had of
the adversary proceeding.  Select AirCargo filed a motion seeking
to re-open the adversary proceeding and vacate the default
judgment, claiming that it did not receive adequate service of the
adversary proceeding, and if the Court finds that select AirCargo
did receive proper service, because cause exists to reopen the
adversary and vacate the default and default judgment.

In his April 5, 2011 Opinion, Bankruptcy Judge Christopher Sontchi
held that service on the registered fictitious name is in fact
proper service on Select AirCargo and that cause does not exist to
vacate the default judgment because Select AirCargo has not
presented facts in support of a meritorious defense and because
the default and default judgment are a result of Select AirCargo's
culpable conduct in ignoring numerous pleadings served upon it.  A
copy of the Court's opinion is available at http://is.gd/2GHdFt
from Leagle.com.

Counsel for Select AirCargo are:

          John R. Weaver, Jr., Esq.
          Jeffrey S. Posta, Esq.
          STARK & STARK, P.C.
          993 Lenox Drive, Building Two
          Lawrenceville, NJ 08648
          Tel: (609)791-7021
          Fax: (609)895-7395
          E-mail: jposta@stark-stark.com

Counsel for Curtis R. Smith, Plan Administrator of Advanced
Marketing Services, is:

          Thomas J. Francella, Esq.
          WHITEFORD TAYLOR PRESTON LLC
          1220 N. Market Street, Suite 608
          Wilmington, DE 19801
          Tel: 302-357-3252
          Fax: 302-357-3272
          E-mail: tfrancella@wtplaw.com

                   About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in
the U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection (Bankr. D. Del. Case Nos. 06-11480 through
06-11482) on Dec. 29, 2006.  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.

In schedules filed with the Court, Advanced Marketing disclosed
total assets of $213,384,791 and total debts of $216,608,357.
Publishers Group West disclosed total assets of $39,699,451 and
total debts of $83,272,493.  Publishers Group Inc. disclosed
zero assets but $41,514,348 in liabilities.

On Aug. 24, 2007, the Debtors' exclusive period to file a plan
expired.  On the same date, the Debtors and Creditors Committee
filed a plan and disclosure statement.  On Sept. 26, the Court
approved the adequacy of the Disclosure Statement explaining the
Second Amended Plan.  On Nov. 13, 2007, the plan proponents filed
a Third Amended Plan and that plan was confirmed by the Court on
Nov. 15.  The Plan became effective Dec. 4, 2007, and Curtis R.
Smith was appointed Plan Administrator.


ADVENTURE ENTERTAINMENT: To Close Several Roanoke Video Stores
--------------------------------------------------------------
The Roanoke Times reports that Adventure Entertainment said that
several Movie Starz Video stores in the Roanoke Valley, in
Virginia, including one in Salem and one in Roanoke County on
Hollins Road, will close.

Based in Virginia, Roanoke, Adventure Entertainment Inc. dba Movie
Starz Video filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Va. Case No. 10-72517) on Oct. 21, 2010.  Andrew S.
Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.,
represents the Debtor.  The Debtor estimated assets between
$500,000 and $1 million, and debts between $1 million and
$10 million.


ALISO COMMONS: American Security Wants Case Dismissed or Converted
------------------------------------------------------------------
The Hon. Theodor Albert of the U.S. Bankruptcy Court for the
Central District of California has continued until April 13, 2011,
at 10:00 a.m., the hearing to consider American Security Bank's
request to dismiss or convert the Chapter 11 case of Aliso Commons
Corner LLC.

American Security, a secured creditor, is asking that the Court
dismiss or convert the Debtor's case, or prohibit or condition the
use of cash collateral, explaining that:

   -- the Debtor has not cured its mismanagement or improved its
      dismal chances of reorganizing -- consistent with its first
      case dismissed on Dec. 7, 2010 -- and the case is merely the
      continuation of Debtor's tactics to delay an inevitable
      foreclosure of its real property.

   -- The Debtor failed to collect rents and CAM charges, some of
      which are not being paid due to Debtor's failure to obtain
      final certificates of occupancy.  The Debtor has also failed
      to respond to a tenant's requests to enter into a non-
      disturbance agreement and for disbursement of rents
      currently maintained in escrow.  The failure places that
      tenancy in jeopardy to the detriment of creditors.

   -- The Debtor also lacks the ability to reorganize as it does
      not have ability to cure its defaults (albeit uncurable)
      under its Development Agreement with the City of Aliso
      Viejo.  The Debtor lacks the ability to satisfy certain
      requirements which include devotion of substantial funds for
      community enhancement and safety measures or payment of a
      Parkland Fee of $2,497,500 by March 2010 and commencement of
      certain construction.

   -- Finally, the Debtor failed to obtain the bank's consent to
      use cash collateral.  Despite the bank's efforts since
      December 2010, for an accounting and information relating to
      collections and operations, the Debtor has failed to
      respond.

The American Security Bank is represented by:

     BUCHALTER NEMER, A Professional Corporation
     Scott O. Smith, Esq.
     J. Alexandra Rhim, Esq.
     1000 Wilshire Boulevard, Suite 1500
     Los Angeles, CA 90017-2457
     Tel: (213) 891-0700
     Fax: (213) 896-0400
     Email: arhim@buchalter.com

According to the Debtor's case docket, the Court also gave the
Debtor until June 1, to file a chapter 11 plan and an explanatory
disclosure statement.

                     About Aliso Commons Corner

Capistrano, California-based, Aliso Commons Corner LLC, filed for
Chapter 11 protection (Bankr. Case No. 10-27372) on Dec. 8, 2010.
The Law Offices of Todd B. Becker represents the Debtor in its
restructuring effort.  The Debtor disclosed $12,259,356 in assets
and $9,721,851 in liabilities as of the Chapter 11 filing.


ALLEGIANCE HAWKS: Court Denies Extension of Lease Decision Period
-----------------------------------------------------------------
Bankruptcy Judge Brenda T. Rhoades denied as moot a motion by
Allegiance Commercial Development, L.P., and Allegiance Hawks
Creek Commercial, L.P. for an order extending the time within
which they may assume or reject unexpired nonresidential real
property leases.

Both Debtors obtained the Hawks Creek Commercial Shopping Center
from the Westworth Redevelopment Authority.   The Debtors' motion
recounts that on Oct. 14, 2003, WRA conveyed to ACD, for a primary
term of Oct. 14, 2003 to Dec. 31, 2098, all of WRA's right, title,
and interest in certain lands located in Westworth Village,
Tarrant County, Texas.  Under the terms of the so-called ACD
Agreement, WRA reserved no mineral interests.  The ACD Agreement
further provides that upon 10 day's notice WRA will convey the fee
title estate to the lands covered by the ACD Agreement to ACD free
from any encumbrance except those matters of record as of the
effective date (Oct. 14, 2003) and any further encumbrances which
have arisen during the term of the ACD Agreement with the consent
of ACD.

By instrument dated Sept. 7, 2005, WRA conveyed to AHCC, for a
primary term of Sept. 7, 2005, to Dec. 31, 2098, all of WRA's
right, title, and interest in certain lands located in Westworth
Village, Tarrant County, Texas.  Under the so-called AHCC
Agreement, WRA reserved no mineral interests.  The AHCC Agreement
further provides that upon 10 day's notice WRA will convey the fee
title estate to the lands covered by the AHCC Agreement to AHCC
free from any encumbrances except those matters of record as of
the effective date (Sept. 7, 2005) and any further encumbrances
which have arisen during the term of the AHCC Agreement
with the consent of AHCC.

According to the motion, the Debtors currently have the ACD
Agreement and the AHCC Agreement listed on their schedules as
unexpired non-residential leases. The Debtors believe that the ACD
Agreement and the AHCC Agreement are instead disguised financing
transactions and not true leases and plan to amend their
schedules.  The Debtors would like additional time to review and
analyze the ACD Agreement and AHCC Agreement.  Out of an abundance
of caution, the Debtors seek this extension to further analyze the
ACD Agreement and AHCC Agreement so that the Debtors may assume or
reject the ACD Agreement and AHCC Agreement should these
agreements not be disguised financing transactions.

The Debtors requested an extension from March 1, 2011, through
May 2, 2011, of the time within which they may assume or reject
the ACD Agreement and AHCC Agreement, or any other leases in which
the Debtors may be lessee.

The Debtors have filed one sale motion and plan to file two
additional sale motions in the near future. The anticipated net
sale proceeds of the three sales will be over $6 million.  To
complete the sales (and all future sales) and confirm their plan
of reorganization, the Debtors need to further analyze whether the
ACD Agreement and AHCC Agreement are true leases or disguised
financing transactions.

The Debtors said they intend to remain current on its post-
petition obligations under the ACD Agreement and AHCC Agreement
pursuant to section 365(d)(3). Accordingly, the WRA will not be
harmed by the extension.

In its order denying the request, the Court held that the motion
is denied because the relief requested was moot after the Court
granted a separate motion by the Debtors to assume the agreements.

In the meantime, the Bankruptcy Court will convene a hearing on
April 18, 2011, at 10:30 a.m., to consider the adequacy of the
Disclosure Statement explaining the Debtors' Plan of
Reorganization dated as of Feb. 28, 2011.  Terms of the Plan were
reported in the April 11 edition of the Troubled Company Reporter.

                      About Allegiance Hawks

Dallas, Texas-based Allegiance Commercial Development, L.P., and
Allegiance Hawks Creek Commercial, L.P., are commercial real
estate developers and each are in the business of owning,
developing, operating, leasing and selling their pieces of real
property, which constitute a project known as Hawks Creek
Commercial Shopping Center located at Westworth Village, Tarrant
County, Texas.

ACD and AHCC filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case Nos. 10-43853 and 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
Debtors.  In its schedules, AHCC disclosed $15,781,966 in assets
and $20,548,132 in liabilities.  No official committees have been
appointed in the case.


ALLOU DISTRIBUTORS: Duplicative Conspiracy Claims Dismissed
-----------------------------------------------------------
WestLaw reports that a Chapter 7 trustee's civil conspiracy claim
against a religious school was duplicative of its claims for
aiding and abetting fraud and the breach of fiduciary duty, and
thus was properly dismissed.  The trustee claimed that the school
knowingly participated in a scheme by the debtor's principals to
inflate its accounts receivable in order to defraud its lenders.
The claims were based on the same allegations, and the trustee did
not identify any independent acts to support the conspiracy claim.
In re Allou Distributors, Inc., --- B.R. ----, 2011 WL 941603
(Bankr. E.D.N.Y.).

Prior to its bankruptcy filing, Allou Distributors, Inc., was a
distributor of health and beauty aid products, pharmaceuticals,
fragrances, and cosmetics.  On April 9, 2003, involuntary Chapter
11 petitions were filed against ADI and three of its affiliates,
M. Sobol, Inc., Direct Fragrances, Inc., and Standford Personal
Care, Inc. (Bankr.  E.D.N.Y. Case Nos. 03-82321, through 03-
82325).  The Original Debtors consented to the entry of orders for
relief under Chapter 11, and on April 10, 2003, the Court issued
orders for relief in each of the Original Debtors' Chapter 11
cases.   On April 18, 2003, involuntary Chapter 11 petitions were
filed against two ADI affiliates, Trans World Grocers Inc. and
Rona Beauty Supplies, Inc. (Bankr. E.D.N.Y. Case Nos. 03-82660 and
03-82661).  On May 1, 2003, the Court entered orders for relief in
the Chapter 11 cases of the Subsequent Debtors.  On April 25,
2003, voluntary Chapter 11 petitions were filed on behalf of four
ADI subsidiaries, Core Marketing, Inc., HBA Distributors, Inc.,
HBA National Sales Corp., and Pastel Cosmetic & Beauty Aids, Inc.
(Bankr. E.D.N.Y. Case Nos. 03-82838 through 03-82841).  On July
11, 2003, Allou Healthcare Inc., a direct or indirect parent of
the Debtors, consented to the entry of an order for relief under
Chapter 11 and the joint administration of its case with those of
the Original Debtors and Subsequent Debtors (Bankr. E.D.N.Y. Case
No. 03-82662).  By order dated September 16, 2003, the Debtors'
Chapter 11 cases were converted to liquidation cases under Chapter
7 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 03-82321,
Docket No. 583).  Kenneth P. Silverman was appointed as the
Chapter 7 trustee in these cases. Id. The Debtors' cases were
substantively consolidated by order dated December 22, 2003
(Docket No. 923).

Allou's Principals Victor Jacobs and his sons Herman Jacobs and
Jacob Jacobs held approximately 61 percent of the voting stock of
AHI.  The Jacobs held various positions as officers of Allou and
were controlling shareholders of Allou at all relevant times.  On
June 30, 2003, involuntary Chapter 7 bankruptcy petitions were
filed against Victor Jacobs, Herman Jacobs, and Jacob Jacobs.
Orders for relief were entered on September 9, 2003, and Allan B.
Mendelsohn was appointed as the Chapter 7 trustee in these cases.


AMELIA ISLAND: Individual Must Appeal for Ad Hoc Committee
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. District Judge Howell Melton in Jacksonville, Florida, ruled
on April 7 that when an ad hoc committee files an appeal in a
bankruptcy case, the appeal must be taken in the name of an
individual.  In the Chapter 11 case of a resort development,
members of the resort's club formed what they called a committee
and participated throughout the bankruptcy.  The committee filed
an appeal from the order confirming the reorganization plan.

Mr. Rochelle relates that Judge Melton addressed a motion to
dismiss the appeal based on the argument that the unofficial
committee lacked standing.  The ad hoc committee argued that Rule
2019 of the Federal Rules of Bankruptcy Procedures gave them
standing because it treated them as a committee and required
specified disclosures.  Judge Melton disagreed.  He said the
appeal had to be taken in the name of an individual on the
committee who was aggrieved by the confirmation order.  Denying
the motion to dismiss, he gave the ad hoc committee time to
substitute an individual committee member as the named plaintiff
on the appeal.

The case is Ad Hoc Committee v. Amelia Island Co. (In re Amelia
Island Co.), 10-1197, U.S. District Court, Middle District Florida
(Jacksonville).

                  About Amelia Island Plantation

Amelia Island Plantation owns a 1,350-acre resort on Amelia
Island in Florida.  The resort has 249 rooms and three
golf courses.  The property owes $28.4 million on a first mortgage
held by an affiliate of Prudential Retirement Insurance & Annuity
Co.  The collateral is said by the resort to be worth $46 million.

Amelia Island filed for Chapter 11 on Nov. 13, 2009 (Bankr. M.D.
Fla. Case No. 09-09601).  The Debtor estimated assets and debts in
excess of $50 million in its Chapter 11 petition.

Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman
Thames & Markey, P.A., in Jacksonville, Florida, have been tapped
as bankruptcy counsel to the Debtor.  Gardner F. Davis, Esq., and
Emerson M. Lotzia, Esq., at Foley & Lardner LLP, in Jacksonville,
Florida, serve as special counsel to the Debtor.


AMERICAN PACIFIC: SEC Wants Trustee to Replace CEO Pohill
---------------------------------------------------------
Andrew Edwards, staff writer at the Sun, in San Bernardino,
California, reports that the Securities and Exchange Commission
has filed a motion seeking to remove Larry Pohill, the chief
executive officer of American Pacific Financial Corp., because he
deliberately misled three investors who combined held promissory
notes worth more than $1.6 million.  The notes were part of about
$160 million in unsecured debts outlined in court filings.

According to the report, the SEC filed its motion in U.S.
Bankruptcy Court for the District of Nevada on March 28, 2011.  In
making that move, the agency joined the region's acting U.S.
Trustee in seeking to place a trustee in charge of American
Pacific's day-to-day operations.  The motions allege Mr. Pohill
"repeatedly made fraudulent misrepresentations and omitted
material facts from representations made to investors concerning
the collateral that purportedly secured their promissory notes."

American Pacific has filed a plan to liquidate and Thomas, the
financial firm's attorney, has filed a response asserting known
evidence "do not demonstrate an attempt to defraud" on the part of
Mr. Pohill, according to the Sun.

The Sun also reports that a hearing on the government's attempt to
remove Mr. Pohill from control of the Company is scheduled for
April 18, 2011, but that may be delayed until May if the federal
government shuts down because of the budget dispute between
President Obama and Congressional Republicans, said Louis M.
Bubala III, who represents American Pacific Financial's unsecured
creditors.

Attorneys Marc J. Blau and Karran E. Thomas, represent the SEC and
American Pacific Financial, respectively.

                  About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-27855) on Sept. 21, 2010.
Kaaran Thomas, Esq., and Ryan J. Works, Esq., at McDonald Carano
Wilson, LLP, in Las Vegas, Nevada, represent the Debtor.  The
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Chapter 11 filing.


ANGARAKA LIMITED: Confirmation Hearing Continued Until April 25
---------------------------------------------------------------
The Hon. Stacy G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District Of Texas has continued until April 25, 2011, at
10:30 a.m., the hearing to consider the confirmation of Angaraka
Limited Partnership' Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 12, 2010, the
Plan provides that the Reorganized Debtor will continue to exist
as a separate legal entity, and will be a limited liability
company reconstituted under the laws of the State of Texas, with
all limited partnership powers in accordance with applicable laws.
The Debtor intend to implement the Plan with funds generated from
operation of its business.

Under the Plan, the Debtor intends to treat claims and interests
as:

   a) Class 1 - Lender Claims.  The lender will receive a note in
      the amount due on the Petition Date after application of the
      escrows held by the Lender, payable over 24 months from the
      Distribution Date, and bearing interest at a rate of 4.35%
      per year.

   b) Class 2 - Other Secured Claims.  Holder of an Allowed Other
      Secured Claim, will receive (i) payments under the same
      terms and conditions as existed between the Debtor and the
      holder prior to the Commencement Date; (ii) other treatment
      as may be agreed upon in writing by the holder and Debtor or
      Reorganized Debtor; or (iii) the Collateral securing the
      Allowed Other Secured Claim.

   c) Class 3 -Unsecured Claims.  Each holder of an Allowed
      Unsecured Claim will receive over a period of six months
      from the Effective Date, two equal payments payable on each
      Quarterly Distribution Date until the Claim is paid in full.

   d) Class 4 - Old Equity Interests.  On the Effective Date, each
      and every Old Equity Interest will be cancelled and the
      holder thereof will receive equity interests in the
      Reorganized Debtor equal to the holder's Old Equity
      Interest.

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

At the hearing, the Court will also consider DLA Piper's motion to
draw down retainer.

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ANGARAKA LIMITED: Dismissal Hearing Continued Until April 25
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Texas
approved an agreement, continuing until April 25, 2011, at 10:30
a.m., (prevailing central time), the hearing to consider Texas
Comptroller of Public Accounts' request to dismiss the Chapter 11
case of Angaraka Limited Partnership.

On Feb. 28, 2011, The Texas Comptroller filed a motion to dismiss
the Debtor's case explaining that under the Texas Business
Organizations Code, an entity that has had its corporate charter
forfeited is required to wind up its operations and cease
operating its business in the ordinary course, except to the
extent necessary to wind up its business.

The Texas Comptroller continued that while the Debtor, a dissolved
Texas partnership on the petition date, is permitted to file
bankruptcy to propose a liquidating plan under Chapter 11 or a
Chapter 7 liquidation, it is not eligible to file a plan of
reorganization under Chapter 11 to carry on its business.

The Court has continued until April 25, 2011, the hearing to
consider the confirmation of the Debtor's Plan of Reorganization.

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million.


ART COLLECTION: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Art Collection, Inc.
        1800 Valley View, Suite 200
        Dallas, TX 75234

Bankruptcy Case No.: 11-10874

Chapter 11 Petition Date: April 7, 2011

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

Judge: Craig A. Gargotta

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788
                  E-mail: eric@ealpc.com

Scheduled Assets: $17,000,000

Scheduled Debts: $15,766,760

The petition was signed by Ron Akin, president.

Debtor's List of seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Longaro & Clarke Consulting        --                     $167,908
Engineers
7501 North Capital of Texas Highway
Building A, Suite 250
Austin, TX 78731

Shamoun & Norman, LLP              --                      $76,882
1755 Wittington Place
Dallas, TX 75234

MLA Labs Inc.                      --                      $23,900
2804 Longhorn Boulevard
Austin, TX 78758

Dubois Bryant Campbell             --                       $6,604

Hamburg, Karic, Edwards, and       --                       $5,990
Martin

TBG Partner                        --                       $4,716

Travis County                      --                      unknown


ATRINSIC INC: KPMG LLP Raises Going Concern Doubt
-------------------------------------------------
Atrinsic, Inc., filed on April 7, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

KPMG LLP, in New York, expressed substantial doubt about
Atrinsic'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 $19.73 million on
$40.03 million of revenue for 2010, compared with a net loss of
$29.44 million on $69.09 million of revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$19.34 million in total assets, $11.17 million in total
liabilities, and stockholders' equity of $8.17 million.

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

                       http://is.gd/ciUaB8

New York City-based Atrinsic, Inc. (NASDAQ: ATRN)
--  is a marketer of direct-to-consumer subscription products and
an Internet search-marketing agency.  The Company sells
entertainment and lifestyle subscription products directly to
consumers, which the Company markets through the Internet.  The
Company also sells Internet marketing services to its corporate
and advertising clients.


AVIS BUDGET: S&P Assigns 'BB' Rating on $1.25 Billion Revolver
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB'
issue-level rating to Avis Budget Car Rental LLC's $1.25 billion
secured revolver maturing in 2016.  The rating is two notches
higher than the 'B+' corporate credit ratings on Avis Budget
Group Inc. and its major operating subsidiary, Avis Budget.  "The
recovery rating is '1', indicating our expectation that lenders
would receive very high (90% to 100%) recovery of principal in the
event of a payment default.  The revolver is refinancing the
existing $193 million revolver that matures in 2011 and the
$983 million revolver that matures in 2013," S&P said.

The ratings on Parsippany, N.J.-based Avis Budget Group Inc.
reflect its aggressive financial profile and the price-competitive
and cyclical nature of on-airport car rentals.  The ratings also
incorporate the company's position as a major U.S. car rental
company and the relatively stable cash flow its businesses
generate, even during periods of economic weakness, due to the
large noncash depreciation component.  "We characterize Avis
Budget's business risk profile as weak and its financial risk
profile as aggressive.  Avis Budget is currently waiting for
regulatory approval to acquire competitor Dollar Thrifty
Automotive Group Inc." S&P related

Rating List

Avis Budget Group Inc.
Corporate credit rating                B+/Stable/--

New Ratings

Avis Budget Car Rental LLC
  $1.25 bil sec revolvr due 2016        BB
   Recovery rating                      1


AXESSTEL INC: Promotes Henrick Hoeffner to Chief Mktg. Officer
--------------------------------------------------------------
Axesstel Inc. has promoted Henrik Hoeffner to the position of
Chief Marketing Officer.

Hoeffner has been with Axesstel since 2006 and most recently
served as Senior Vice President of Sales in the EMEA and Asia
Pacific regions.  In his new role, Mr. Hoeffner will oversee
Axesstel's sales, marketing and product strategy efforts on a
worldwide basis.

"Henrik has proven to be a terrific sales manager and strategist,"
said Clark Hickock, CEO of Axesstel.  "Since joining us in 2006,
he has generated consistent results.  In moving Henrik to Chief
Marketing Officer, we will apply his sales management talents to
our worldwide sales efforts.  We also plan to leverage Henrik's
extensive industry background and close connection with our
customers to help shape our product strategy.  He will provide
valuable leadership as we build on our success in developing
products to meet specific customer requirements."

Mr. Hoeffner brings twenty years of experience in the wireless
industry to his new position.  Prior to joining Axesstel, he
served in various sales and management positions with Novatel
Wireless, Inc., and Siemens Communications.

Axesstel also reported that it has successfully refinanced a term
loan that was to mature on April 8, 2011.  The company secured a
new 10,000,000 Chinese Yuan (equivalent to $1.5 million at April
1, 2011) term loan from Bank of Communications in China.  The loan
bears interest at the People's Bank of China twelve-month
adjustable rate, which was 7% per annum at April 1, 2011, and
matures on March 31, 2012.  Proceeds from the loan were used to
repay the company's existing 10,000,000 Chinese Yuan term loan
with China Construction Bank.

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.

The Company reported a net loss of $6.31 million on $45.43 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $10.13 million on $50.82 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.75 million
in total assets, $22.51 million in total current liabilities, and
a $12.76 million stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.  Additionally, there is uncertainty as to the impact that
the worldwide economic downturn may have on the Company's
operations.


BAINBRIDGE SHOPPING: Plan of Reorganization Already Effective
-------------------------------------------------------------
Bainbridge Shopping Center II, LLC notified the U.S. Bankruptcy
Court for the Southern District of Florida that the effective date
of its Plan of Reorganization, amended on Nov. 9, 2010, occurred
on March 3, 2011.

On Nov. 23, 2010, the Court confirmed the Debtor's Plan, which
involves the Reorganized Bainbridge completing the tenant
improvements already commenced, and leasing up the unoccupied
locations within the shopping center.  From the increased cash
flow derived from the additional tenants, the Reorganized
Bainbridge will be able to make all payments under the Plan.  A
full-text copy of the Plan, as amended, is available for free at
http://bankrupt.com/misc/BAINBRIDGESHOPPING_AmendedPlan.pdf

The Plan provides for:

   (i) restructuring of the primary debt -- the secured claim of
       the lender -- by deaccelerating the debt, removing the
       default and accompanying penalties and restrictions,
       reducing the principal, providing a reserve for the lender
       not already provided for in the prepetition loan documents,
       and providing a stable, reliable schedule and method for
       repaying the debt, as modified;

  (ii) the full repayment of all administrative and priority
       claims;

(iii) an aggressive schedule of repayment in full (but without
       interest) of all general unsecured claims other than
       insider claims;

  (iv) indefinitely deferring repayment of insider claims; and

   (v) preserving the equity holders' stake in the Company.

Under the Plan, the Debtor intends to treat claims as:

    Class               Treatment
    -----               ---------
      1    Secured claim of lender will be repaid by monthly
           payments of principal and interest, with remaining
           balance paid a maturity.

      2    General unsecured claims of non-insiders will be paid
           in full in 12 monthly installments.

      3    General unsecured claims against insiders will not be
           paid as part of the Plan.

      4    Equity interests will be retained.

The Debtor is represented by:

     Arthur J. Spector, Esq.
     BERGER SINGERMAN, P.A.
     2650 N. Military Trail, Suite 240
     Boca Raton, Florida 33431
     Tel: (561) 241-9500
     Fax: (561) 998-0028
     E-mail: aspector@bergersingerman.com

             About Bainbridge Shopping Center II, LLC

Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns
and operates the Marketplace at Four Corners shopping center in a
southeastern suburb of Cleveland, Ohio.  The Company filed for
Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D.
Fla. Case No. 10-19383).  The Debtor disclosed $18,616,363 in
assets and $139,921,612 in liabilities as of the Chapter 11
filing.

The Debtor's affiliate, John R. McGill, filed a separate
Chapter 11 petition on May 15, 2009 (Bankr. S.D. Fla. Case No. 09-
19425).


BEAZER HOMES: Adds $141.7MM Unsold Securities to $700MM Offering
----------------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission a Pre-Effective Amendment No. 1 to Form S-3
registration statement to combine its $750 million offering of
senior debt securities, subordinated debt securities, common
stock, preferred stock, depositary shares, warrants, rights, stock
purchase contracts, stock purchase units, units and guarantees of
debt securities with the registration statement which was filed on
Nov. 13, 2009, and became effective on Jan. 4, 2010, under which
$141.7 million in the aggregate principal amount of securities
remain unsold.  A full-text copy of the Pre-Effective Amendment is
available for free at http://is.gd/h2eL6a

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2010, showed $1.90 billion
in total assets, $1.55 billion in total liabilities and
$349.65 million in stockholders' equity.

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BERNARD L MADOFF: Trustee Sues Pictet and Banque Safra
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the trustee for Bernard L. Madoff Investment Securities Inc. filed
lawsuits yesterday against Pictet & Cie and Banque J. Safra, two
Geneva-based private banks.  The Madoff trustee alleges that
Pictet made $156 million and Safra made $60 million by investing
in feeder funds that in turn invested with Madoff.

                      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.


BIOLIFE SOLUTIONS: Preliminary Revenue for Q1 at $611,000
---------------------------------------------------------
BioLife Solutions, Inc., announced preliminary revenue of $611,000
for its first quarter ended March 31, 2011.  This represents 6%
sequential growth over the fourth quarter of 2010, and 19% growth
from the first quarter of 2010.

Mike Rice, Chairman and CEO, commented on the Company's revenue by
stating, "We're pleased with the progress we made last year and in
the first quarter of 2011 in generating revenue growth to reduce
our operating loss as we strive to reach profitability.  First
quarter revenue was a mix of orders shipped to new accounts,
including a new contract manufacturing customer, and strong orders
from our numerous existing customers in the developing
regenerative medicine market, where our proprietary
biopreservation media products are used to extend stability and
increase viability of biologics used in cell therapy and tissue-
engineering applications.  We also realized strong growth in our
indirect distribution channel, with year to date revenue already
over 50% of our full year 2010 total.  Our partners continue to
build awareness of the value of our best-in-class biopreservation
media products, and their efforts are resulting in increasing
orders from their end customers."

MedMarket Diligence, LLC, estimates that the current worldwide
market for regenerative medicine products and services is growing
at 20% annually.  Rice commented, "We expect pre-formulated
biopreservation media products such as our HypoThermosol(R) and
CryoStor(R) to continue to displace 'home-brew' cocktails,
creating demand for clinical grade preservation reagents that will
grow at greater than the overall end market rate.  We estimate
that in-house formulated 'home-brew' storage and freeze media
comprise 80% of the market."

The Company's financial statements for the first quarter of 2011
will be included in the Company's 10-Q quarterly report, which it
expects to file with the U.S. Securities and Exchange Commission
on or before May 16, 2011.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.31 million
in total assets, $10.86 million in total liabilities, and
$9.55 million in total shareholders' deficiency.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BIOSCRIP INC: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service downgraded BioScrip, Inc.'s Corporate
Family and Probability of Default Ratings to B3 from B2.  In
addition, the rating on BioScrip's $225 senior unsecured notes was
downgraded to Caa1 from B3.  At the same time, Moody's withdrew
BioScrip's Ba3 senior secured credit facilities ratings.  The
outlook is stable.  This concludes the review process that was
initiated on Nov. 23, 2010.

The downgrade follows Moody's review of management's previously
announced strategic assessment on all ongoing revenue sources and
business lines.  While this review -- to be completed by the end
of fiscal 2011 -- is expected to identify further cost savings and
focus on higher margin product lines, it creates uncertainty
surrounding the company's future strategic direction and business
profile.  The downgrade of BioScrip's CFR also reflects its weak
operating performance, as well as its high leverage of 8.1 times
as of Dec. 31, 2011.  Moody's does recognize, however, the
company's recently amended credit facility, which alleviates
concerns of a potential covenant breach.

Moody's rating actions are:

BioScrip Inc.

   Ratings withdrawn:

   -- $100 million secured term loan, Ba3 (LGD2, 28%)

   -- $50 million secured revolver, Ba3 (LGD2, 28%)

   Ratings downgraded:

   -- Corporate Family Rating to B3 from B2

   -- Probability of default Rating to B3 from B2

   -- $225 million senior unsecured notes to Caa1(LGD 5, 76%) from
      B3 (LGD 5, 76%)

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

BioScrip's rating reflects relatively high leverage and weak cash
flow metrics following the acquisition of CHS and DS Pharmacy,
Inc., in 2010.  The rating also considers the company's limited
presence in the specialty pharmacy services arena -- a market
dominated by large players such as Medco, rated Baa3 (Accredo),
ExpressScripts, rated Baa3 (CuraScripts), CVS/Caremark, rated Baa2
and Walgreen, rated A2.  The acquisition of CHS provided the
company with critical mass in the highly fragmented home infusion
market.

The stable outlook presumes that BioScrip will achieve margin
expansion as a result of savings from eliminating cost
redundancies and focusing on higher margin products.  The stable
outlook is predicated on the company's ability and willingness to
drive adjusted debt-to-EBITDA leverage below its current 8 times
level.

Ratings could be upgraded if Moody's becomes comfortable with
management's resolution of its strategic review on all business
lines and if it is able to reduce leverage to under 5 times debt-
to-EBITDA alongside generation of free cash flow (at least 10%
FCF-to-debt).

Ongoing pressure on the top line and weakening of EBITDA margins
could result in a ratings downgrade.  Moody's would consider a
negative action should BioScrip not de-lever as expected or
maintain adequate liquidity.

Methodologies and factors that may have been considered in the
process of rating this issue can also be found in the Rating
Methodologies sub-directory on Moody's website.

BioScrip, Inc., headquartered in Elmsford, New York, is an
independent provider of specialty and traditional pharmacy
services, focused on serving patients with chronic diseases.
Revenue as of fiscal year ended Dec. 31, 2011, was approximately
$1.6 billion.


BLOCKBUSTER INC: Blames Attrition, Sale Process for 10-K Delay
--------------------------------------------------------------
Blockbuster Inc. says it is unable to file its annual report on
Form 10-K for the fiscal year ended Jan. 2, 2011, within the
prescribed time period without unreasonable effort and expense.

The Company discloses that the auction process for the sale of
substantially all of its assets has resulted in severe attrition
of personnel since the Petition Date.  Additionally, the
Bankruptcy Court's approval of the Section 363 sale process has
resulted in a significant diversion of the Company's resources to
prepare for due diligence activities during the short time period
available for prospective bidders to evaluate the Company.

The Company has a pending submission to the SEC Staff requesting
Staff confirmation of the Company's eligibility to follow the
modified Exchange Act reporting provided for in Staff Legal
Bulletin No. 2 which, if successful, would eliminate the Company's
obligation to file the subject Form 10-K.

The Company expects to report a net loss of $265 million on
$3.2 billion of revenues for fiscal 2010, compared with a net loss
of $560 million on $4.1 billion of revenue for fiscal 2009.

                      About Blockbuster Inc.

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

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

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

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

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

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

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

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

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

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


CAPITAL HOME: Cash Collateral Hearing Continued Until April 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until April 12, 2011, at 10:30 a.m., the hearing to
consider Capital Home Sales, LLC's access to the cash collateral
securing its obligations to MB Financial Bank, NA.

According to the Debtor's case docket, the Court granted the
Debtor interim access to the cash collateral.

As reported in the Troubled Company Reporter on March 22, 2011,
M.B. asserts that the Debtor owes it $21,566,048, as of the
Petition date.  The debt, secured by assets of the Debtor, is on
account of a revolving note in the principal amount of $25 million
provided by M.B. on May 31, 2009.

In exchange for using cash collateral, the Debtor will grant M.B.
postpetition replacement liens to the same extent and with the
same priority held prepetition on the Collateral and all
postpetition property of the Debtor of the type or kind
substantially equivalent to the Collateral.  The Debtor will
maintain adequate property insurance on the manufactured homes
listing M.B. as a lienholder where applicable.

                       About Capital Home

Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon
Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC;
Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial,
LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel,
LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals --
started as a series of individual companies that performed sales
and rental functions for particular manufactured home communities,
which communities were often related affiliates of the Company.
The Company conducts the foregoing business operation of
purchasing, selling, leasing and financing homes.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ill. Case No. 10-54387) on Dec. 8, 2010.  Gregory K. Stern,
Esq., at Gregory K. Stern, P.C., serves as the Company's counsel.
The Company estimated assets at $50 million to $100 million
and debts at $10 million to $50 million.


CARLTON GLOBAL: Proposes Williams Brown as Public Accountant
------------------------------------------------------------
Carlton Global Resources, LLC, asks the U.S. Bankruptcy
Court for the Central District of California for authority to
employ Rick Williams and his firm, Williams Brown Parsons &
Company, as certified public accountants.

The Debtor says that it needs Williams Brown to prepare tax
returns, complete financial statements, and provide other
necessary accounting services throughout the bankruptcy
proceeding.

Williams Brown has worked for the Debtor since 2006.

The Debtor will pay Williams Brown on an hourly basis billed in
0.1 hour increments, plus costs.  Mr. Williams' hourly rate is
$200.  The staff's hourly rates range from $25 to $150.

Mr. Williams assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection (Bankr. C.D. Calif. Case No. 10-
48739) on Dec. 1, 2010.  The case was reassigned from Judge Thomas
B. Donovan to Judge Scott C. Clarkson.  The Debtor has tapped
Stephen R. Wade, Esq., and W. Derek May, Esq., at Law Offices of
Stephen R. Wade, P.C., as counsel.


CARLTON GLOBAL: Wins OK to Hire Stephen Wade as Counsel
-------------------------------------------------------
Carlton Global Resources LLC won bankruptcy-court permission to
employ as counsel:

          Stephen R. Wade, Esq.
          W. Derek May, Esq.
          LAW OFFICES OF STEPHEN R. WADE, P.C.
          400 N. Mountain Ave. Suite 214
          Upland, CA 91786
          Tel: (909) 985-6500
          Fax: (909) 985-2865
          E-mail: dlr@srwadelaw.com
                  dp@srwadelaw.com

Henderson, Nevada-based Carlton Global Resources, LLC, filed for
Chapter 11 banrkuptcy protection (Bankr. C.D. Calif. Case No. 10-
48739) on Dec. 1, 2010.  The case was reassigned from Judge Thomas
B. Donovan to Judge Scott C. Clarkson.


CATHOLIC CHURCH: Clergy Abuse Claims Rose in 2010
-------------------------------------------------
Allegations of sexual abuse involving the Roman Catholic clergy in
the United States rose sharply last year to nearly 700 from around
400 in 2009, Agence France-Presse reported, according to Dow
Jones' DBR Small Cap.  The vast majority of the allegations -- 653
-- involved alleged abuse that occurred decades ago but whose
"victims/survivors are just now finding the courage to report"
them, according to a church report released Monday.  Thirty
accusations were made by current minors, but only eight were
deemed credible, said the U.S. church's annual report on
implementation of the Charter for the Protection of Children and
Young People.  The number of victims was up sharply from 2009,
when there were some 400 new allegations of clergy sex abuse in
the U.S. Payouts were also up, rising to around $124 million last
year from $104 million in 2009.  The financial burden has caused
several U.S. dioceses, including those in Portland, Ore., and
Wilmington, Del., to file for bankruptcy protection.


CB HOLDING: Praesidian Buys 20 Charlie Brown's for $9.5 Million
---------------------------------------------------------------
mid-sized businesses, received court approval on April 11 for its
$9.5 million acquisition of the assets of 20 remaining restaurants
in the Charlie Brown's Steakhouse chain of neighborhood
restaurants.  The acquisition is being made by the Praesidian
Capital Opportunity Fund III, a $300 million, New York-based fund
that focuses on long-term investments in the lower middle market.

Praesidian immediately announced that Jim Burke and Brad Grow, a
team of restaurant specialists out of Edmond, Okla., will join
Praesidian as co-investors and will provide operational oversight
of the chain.  Current management will continue to run the day-to-
day business.

"We're extremely pleased to have won the bidding war for this
community-centered group of restaurants and to have preserved
1,100 jobs across three states," commented Jason D. Drattell,
founding partner for Praesidian.  "Charlie Brown's has a great
brand and wonderful family orientation that is rarely seen in
contemporary restauranting and yet fits an important consumer
niche.  We have customers who have not only been coming for years,
but for generations.  We intend to preserve the chain's strengths
as we explore new options that will allow us to grow the business
significantly.  With Jim Burke and Brad Grow on board to provide
the right industry expertise, we are confident we have a real
success in the making."

Mr. Drattell went on to say that, "we appreciate the hard work
management and all the Charlie Brown's employees have put in
during challenging times, especially the senior operations
management team that has been managing the business since the
filing in November.  We anticipate bringing in an industry veteran
as president to assist the current team and look forward to
meeting as many of the staff as possible over the next few
months."

According to Jim Burke, who will serve as chief executive officer,
the team has identified a number of operating priorities for the
well-known chain.  "We have confidence that the people who have
been working for Charlie Brown's can restore it to its former
glory given the right direction and financial support.  Our
intention is to introduce new marketing programs to win back
clientele in our communities and build sales momentum.  We will
take care of certain deferred maintenance issues, because no
investment has been made in modernizing the restaurants for some
time," Mr. Burke noted.  "Once we have achieved the right level of
stability, we will explore expansion in the Northeast and also
introduction into the Midwest, which we feel will be very open to
this kind of business.  It's a great brand, a great name, and a
concept that works in our culture."

Charlie Brown's Steakhouses have built a 40-year reputation for
signature meats and salads at exceptional values.  The chain's
parent company, Mountainside, N.J.-based CB Holding Corp., filed
under Chapter 11 in November 2010 and closed 47 restaurants.  The
chain maintains restaurants throughout New Jersey and in New York
and Pennsylvania and employs more than 1,100 people.

Praesidian Capital was established in 2002 to manage dedicated
funds on behalf of leading global financial institutions and ultra
high net worth individuals.  The firm provides subordinated debt
and other junior capital to private lower middle market companies
typically in the $5 million to $15 million range.  Praesidian
Capital has been an active investor in consumer brands with
investments in such businesses as Life is Good, Inc., Lucky Strike
Entertainment and Planet Fitness.

Jim Burke and Brad Grow currently own, operate, or franchise 85
restaurants in 20 states and employ approximately 3,000 people.
Their restaurant concepts include Henry Hudson's Pub, Poblano
Grill, Old Chicago, Coach's Bar & Grill, The Bricktown Brewery,
Jimmy's Egg, Garfield's Restaurant & Pub, Garcia's Mexican
Restaurant and Pepperoni Grill.  Messrs. Burke and Grow combined
have in excess of 50 years of restaurant industry experience.

                          *     *     *

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the auction for the 20 Charlie Brown's Steakhouse locations
resulted in an increase of the purchase price by more than 80%.
The winning bidder, with an offer of $9.5 million, was an
affiliate of Praesidian Capital Opportunity Fund III-A LP,
according to a court filing.  Praesidian made the opening bid of
$5.2 million.

Michael L. Diamond at the Asbury Park Press reports that
Praesidian Capital Opportunity Fund III-A LP established an
affiliate called CB Restaurants Inc. to make the bid Charlie
Brown's Steakhouse.  Praesidian Capital said it is in line to take
over 20 Charlie Brown's restaurants, including 17 in New Jersey.

Dow Jones' DBR Small Cap reported that at a hearing April 11, the
bankruptcy judge signed off on the sale of the final piece of CB
Holding Corp.'s business to private equity firm Praesidian
Capital.

                        About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.

                          *     *     *

According to the Troubled Company Reporter on Feb. 11, 2011, CB
Holding received an order from Bankruptcy Judge Mary Walrath
extending its exclusive periods to file and secure support for a
Chapter 11 plan.  The exclusive time for the Debtor to file a plan
of reorganization has been extended to June 15.  The Debtor has
until Aug. 12 to solicit support for the plan.  The order is
without prejudice for a request by the Debtor for another
extension.


CHANA TAUB: Dist. Court Affirms Chapter 11 Trustee Appointment
--------------------------------------------------------------
Chana Taub moves for an immediate stay of all proceedings and
Orders in the Chapter 11 bankruptcy action and requests that the
District Court withdraw the reference of her entire case pursuant
to 28 U.S.C. Sections 157(b)(5) and 157(d).  Additionally, the
Debtor asks the District Court to reverse the Bankruptcy Court's
April 9, 2010 Order authorizing the appointment of a Chapter 11
trustee and restore her as debtor-in-possession and manager of the
bankruptcy estate.

However, Chief District Judge Raymond J. Dearie denied the motion
for a stay and affirmed the April 9, 2010 Bankruptcy Court order.
A copy of the District Court's March 31, 2011 Memorandum and Order
is available at http://is.gd/5RwiC1from Leagle.com.

Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.  Mrs. Taub's chapter 11 case has been
hallmarked by waves of thermonuclear litigation with her estranged
husband.  In April 2010, the Honorable Elizabeth S. Stong
appointed a Chapter 11 trustee.  Lori Lapin Jones, Esq., at Lori
Lapin Jones, PLLC, in Great Neck, N.Y., serves as the Chapter 11
Trustee, and Ms. Jones is represented by Ronald J. Friedman, Esq.,
at SilvermanAcampora LLP.


CHESAPEAKE ENERGY: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Rating Services said it raised its ratings on
Oklahoma City-based Chesapeake Energy Corp., including its
corporate credit rating, to 'BB+' from 'BB'.  These ratings have
been removed from CreditWatch, where they were placed on Feb. 7,
2011.  The rating outlook is stable.

"We raised the ratings on Chesapeake because the company completed
a sizeable asset sale, and we expect proceeds to be utilized, in
part, to reduce debt," said Standard & Poor's credit analyst Scott
Sprinzen.  "Also, because the company's operating profile is
benefiting from increased production of oil, in the face of
persisting weak natural gas prices," Mr. Sprinzen added.

Chesapeake announced on March 31, 2011, that it had completed the
sale of its Fayetteville Shale assets to BHP Billiton Ltd. for
about $4.6 billion.  Subsequently, Chesapeake initiated tender
offers for up to $2 billion of long-term debt.  These actions are
in furtherance of the company's plan announcement earlier this
year to reduce long-term debt outstanding ($12.64 billion on a
reported basis at year-end 2010) by 25% by the end of 2012.  In
conjunction with its targeted debt reduction, Chesapeake has also
stated that it plans to ratchet back its planned oil and gas
production growth to 25% during 2011-2012, from previously higher
targeted levels.

"Weighing against a more significant upgrade, we consider the
debt reduction targeted by Chesapeake to be relatively modest.
Applying our criteria, we estimate Chesapeake's debt-like
liabilities to total a burdensome $18.7 billion at year-end
2010 -- which includes adjustments for volumetric production
payment and operating lease obligations.  Also, adjusted debt
to debt plus equity was an aggressive 57.6% at yearend 2010,
and this ratio will decline to a still-high 53% pro forma for
targeted debt reduction.  Also, even with Chesapeake's newly
adopted more moderate production growth goals, external funding
requirements could remain very substantial over the next several
years," S&P related.

The ratings on Chesapeake continue to reflect the company's
competitive strengths.  Chesapeake is the second-largest
producer of natural gas in the U.S., and it is growing rapidly
as a producer of oil.  The company has a large reserve base,
with reported proved reserve of about 14.7 trillion cubic feet
equivalent at year-end 2010, adjusting for the Fayetteville
divestiture.  The company has amassed a huge acreage position,
and maintains a large drilling inventory, which, coupled with
its impressive track record in exploration, bodes well for
further growth in reserve and production.  Moreover, Chesapeake
benefits from significant funding flexibility, owing to its large
and rich asset base, a substantial portion of which is
unencumbered.

"The rating outlook is stable.  We view Chesapeake's competitive
position as sufficiently strong to potentially support an
investment-grade rating.  However, for further upgrades, we would
need to see total debt-like liabilities reduced to a greater
extent than management has publicly targeted, and we would need
increased comfort that Chesapeake will sustain a more moderate
growth strategy and financial policy than has been the case
historically.  On the other hand, at the current rating level, we
believe that Chesapeake has considerable downside leeway--for
example, to sustain a period of somewhat weaker financial
performance, such as occurred in 2009.  We believe that Carl
Icahn's role as an investor in Chesapeake (stake reportedly
now at 4.15%) bears monitoring, given the potential for him to
seek to influence management's financial policies," S&P stated.


CHINA RUITAI: Reports $6.86 Million Net Income in 2010
------------------------------------------------------
China Ruitai International Holdings, Co., Ltd., reported net
income of $6.86 million on $43.18 million of sales for the year
ended Dec. 31, 2010, compared with net income of $5.62 million on
$35.73 million of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $110.97
million in total assets, $81.07 million in total liabilities and
$29.90 million in total equity.

"We have seen another year of consistent growth as we the top line
and bottom line increased by 20%, " began Chairman Dianmin Ma of
China Ruitai.  "With escalating demand for our product from
pharmaceutical, food and cosmetics customers and a dedicated sales
team catering to their needs, we anticipate further margin
improvements as we move into 2011.  We are well positioned to
capture further market share by leveraging our recognized brand to
win business.  As the competitive landscape narrows due to smaller
non-compliant facilities closing, we are optimistic about enhanced
pricing power and leading position in the marketplace."

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

                         About China Ruitai

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.

As reported by the TCR on April 8, 2011, Bernstein & Pinchuk LLP,
in New York, after auditing the Company's financial statements for
the year ended Dec. 31, 2010, expressed substantial doubt about
China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.


CHINA TEL GROUP: Acquires 51% Equity Stake in VN Tech
-----------------------------------------------------
China Tel Group, Inc., has signed a subscription and shareholder
agreement with Shenzhen VN Technologies Co., Ltd.  The parties
will form a joint venture operating company that will manufacture,
distribute and sell hydrogen fuel cell systems.  ChinaTel is
paying VN Tech five million shares of its Series A common stock in
exchange for a 51% stake in the joint venture.  VN Tech is
transferring to the joint venture its intellectual property rights
and its relationships with key industry members in the Peoples
Republic of China in exchange for a 49% stake in the joint
venture.  The transaction has been structured to allow ChinaTel to
report the results of the venture's operations on ChinaTel's
consolidated financial statements in the same manner as its other
subsidiaries.

The venture will deliver fuel cell systems that satisfy the
telecommunication industry standard to provide back-up battery
power to operate data centers and remotely located infrastructure
equipment during periods where primary electrical transmission is
interrupted for any reason.  Hydrogen fuel cell systems provide an
operator long term cost savings and other advantages compared to
conventional back-up power sources.  For example, back-up power
for a modern wireless base transceiver station typically relies on
a lithium-ion or other rechargeable battery that costs $2,500-
$3,500 and weighs approximately 350 kg.  These BTS batteries draw
electrical power to maintain their charge, require periodic
maintenance and replacement every 2-3 years (with environmental
burdens related to disposal), and have a back-up storage capacity
of only 4 hours before needing to be supplemented by diesel or
gasoline generators.  Hydrogen based fuel cell systems have a
higher initial cost, but weigh less than 20 kg, require no
maintenance, do not require separate cooling systems, last
indefinitely, and the fuel source is compact enough to be stored
on site in quantities sufficient for a prolonged power outage.

ChinaTel predicts a robust market for hydrogen fuel cell systems
in the PRC, which already has an estimated 1.3 million BTS units
requiring back-up power, with 100,000 additional BTS units
projected to come on line each year.  ChinaTel expects the venture
to sell fuel cell systems to leading infrastructure manufactures
as OEM branded equipment.  ChinaTel will itself be a customer for
the venture's products by substituting hydrogen fuel cells for
conventional batteries on all its future BTS orders.  Under the
terms of the agreement, ChinaTel enjoys a 10% discount compared to
the lowest price charged to any other telecommunications network
operator.  ChinaTel's discount applies to any project in which it
has at least a 25% direct or indirect ownership interest.

"We are proud of this opportunity to reduce the total carbon
footprint of not only our own operations but those of the entire
telecommunications industry," remarked ChinaTel's CEO, George
Alvarez.  "The less energy needed to manufacture, operate, and
replace these components, the better for the environment and for
our bottom line."

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at Sept. 30, 2010 showed $8.70 million
in total assets, $9.84 million in total liabilities and
$1.14 million in total deficit.

Mendoza Berger & Company, LLP, in Irvine, 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 a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company also reported a net loss of $38.23 million on $729,701
of revenue for the nine months ended Sept. 30, 2010, compared with
a net loss of $26.34 million on $457,766 of revenue for the same
period during the prior year.


CHINA TEL GROUP: Inks Assignment Agreement With Trussnet Capital
----------------------------------------------------------------
China Tel Group, Inc., and Trussnet Capital Partners (HK), Ltd.,
entered into an assignment agreement relating to:

   (1) A subscription and shareholder agreement dated Feb. 16,
       2009 for TCP to acquire up to 49% of the shares of
       Chinacomm Cayman Limited; and (2) an addendum to the TCP
       Subscription Agreement also dated Feb. 16, 2009.

   (1) An asset purchase agreement dated March 6, 2009 whereby TCP
       sold to ChinaTel its equity interest in the shares of
       Chinacomm Cayman represented by the TCP Subscription
       Agreement and TCP Subscription Addendum; (2) a $191 million
       promissory note also dated March 6, 2009, and part of the
       same transaction as the Agreement; and (3) a security
       agreement, also dated March 6, 2009, and part of the same
       transaction as the Agreement and the Note.

The material terms of the Assignment Agreement are:

   * TCP assigns to ChinaTel, without warranty, all of its right,
     title and interest in the TCP Subscription Agreement and TCP
     Subscription Addendum.  ChinaTel assumes all performance
     obligations of TCP, if any, under the TCP Subscription
     Agreement and TCP Subscription Addendum.  To the extent
     consent to this assignment is required from any other party
     to the TCP Subscription Agreement or TCP Subscription
     Addendum, TCP will continue to act as agent for ChinaTel, as
     ChinaTel directsú

   * Except as set forth in the Assignment Agreement, all existing
     rights and future obligations of both Parties under the
     Agreement, the Note and the Pledge Agreement, are cancelled
     and terminated.  Specifically, TCP waives entitlement to all
     past interest accrued but unpaid under the Note, and all
     future interest.  TCP will return the original Note to
     ChinaTel marked "CANCELLED."

   * TCP will deliver to ChinaTel the original share certificate
     representing 2,450,000,000 shares of Chinacomm Cayman with
     appropriate endorsement to enable ChinaTel to seek the
     issuance of new certificate in ChinaTel's name for all
     2,450,000,000 of the Chinacomm Cayman Shares represented by
     that certificate.

   * ChinaTel and TCP acknowledge that, pursuant to the TCP
     Subscription Addendum, the number of Chinacomm Cayman Shares
     corresponding to the unpaid outstanding balance of the
     subscription price are "pledged" to Chinacomm Cayman and
     other parties to the TCP Subscription Agreement, even though
     TCP maintains physical possession of the certificate for the
     entire 2,450,000,000 Chinacomm Cayman Shares.

   * ChinaTel and TCP each release the other from any past breach
     or default, if any, either would be entitled to assert
     against the other relating to performance or non-performance
     of any obligation, or the accuracy of any representation or
     warranty contained in any of the Agreement, the Note or the
     Pledge Agreement

A fully executed copy of the Assignment Agreement is available for
free at http://is.gd/fVfqJZ

              Employment Agreement with Tay Young Lee

The Company and Tay Young Lee (Colin Tay) entered into an
Executive Employment Agreement on April 4, 2011.  The term of the
Employment Agreement extends from Nov. 1, 2010 until Dec. 31,
2013, and will be automatically extended for one additional year
on the anniversary of the Commencement Date, unless not less than
90 days prior to each such date, either Mr. Tay or the Company
give notice that it or he does not wish to extend the term of this
Employment Agreement.  Under the Employment Agreement, Mr. Tay
will serve as President of the Company and have those powers and
duties as are normally inherent in such capacity in publicly held
corporations of similar size and character as the Company.  Mr.
Tay will receive an annual base salary of $350,000.00, and he will
be eligible to participate in any cash incentive compensation
plans and equity-based incentive compensation plans for executives
of the Company as may be established by the Board or Compensation
Committee from time to time.  Under the Employment Agreement Mr.
Tay shall also receive 66,909,088 shares of the Company's Series B
Common Stock.  Mr. Tay will also be entitled to participate in or
receive benefits under any executive employee benefits plans that
the Company may adopt, including, without limitation, each pension
and retirement plan, stock ownership plan, life insurance plan and
health and accident plan or arrangement established and maintained
by the Company for executives of the same or lesser status within
hierarchy of the Company.  Mr. Tay will be entitled to 6 weeks of
paid vacation time per calendar year.  Under the Employment
Agreement, Mr. Tay's employment may be terminated upon death,
disability, by the Company, with or without Cause, or by Mr. Tay
himself, with or without Good Reason.

The Employment Agreement was submitted for shareholder approval
through preliminary information statement filed on SEC Schedule
14C on Dec. 1, 2010, and definitive information statement filed on
SEC Schedule 14C on Feb. 10, 2011.  Shareholder approval became
effective 30 days after filing of the definitive information
statement on March 12, 2011, however the Employment Agreement was
not signed until April 4, 2011.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/GTEccR

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at Sept. 30, 2010 showed $8.70 million
in total assets, $9.84 million in total liabilities and
$1.14 million in total deficit.

Mendoza Berger & Company, LLP, in Irvine, 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 a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company also reported a net loss of $38.23 million on $729,701
of revenue for the nine months ended Sept. 30, 2010, compared with
a net loss of $26.34 million on $457,766 of revenue for the same
period during the prior year.


CHINA VILLAGE: To Present Plan for Confirmation on May 13
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
signed an order on March 29, 2011, approving a modified Disclosure
Statement explaining China Village, LLC's Chapter 11 Plan of
Reorganization.

The Court will convene a hearing on May 13, 2011, at 2:00 p.m., to
consider confirmation of the Debtor's Plan.

Prior to the Court's entry of the Disclosure Statement Order, the
Hon. Arthur S. Weissbrodt and certain parties requested at a
hearing held Feb. 18, 2011, that modifications be made to China
Village's Plan and Disclosure Statement.  Accordingly, the Debtor
filed on March 18 modified versions of each document containing
the requested modifications.

The Office of the United States Trustee has reviewed the
modifications and approved the modifications as to form, and
the Court has determined that the Disclosure Statement contains
adequate information as required by Section 1125 of the Bankruptcy
Code.

A full-text copy of the Modified Disclosure Statement may be
accessed for free at:

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

The Court has set:

   * April 8, 2011, as the date on or before which the Debtor
     will mail to the creditors, equity security holders, the
     Office of the United States Trustee, and all other
     parties-in-interest, a copy of the Disclosure Statement
     Order, the Plan, the Disclosure Statement, and a
     Ballot.

   * May 6, 2011, as the last day for presenting ballots
     indicating written acceptances or rejections of the Plan.

   * May 6, 2011, as the last day for filing and serving any
     written objections to confirmation of the Plan.

   * May 11, 2011, at 2:00 p.m., as the last date for the Debtor
     to file its Ballot Tabulation.

   * May 11, 2011, at 2:00 p.m., as the last date for the Debtor
     to file replies to any objections to confirmation, if any,
     and to file any briefs in support of confirmation of
     the Plan.

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen, the Responsible Individual in
this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%).  The
Debtor is in the business of purchasing, leasing, renovating and
selling commercial real property.  The Debtor currently owns a
significant commercial property in Fremont, California, that has
370,019 square feet of rentable space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's Property Manager.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


CITY THEATER: Owners to Scrap Lease with Potomac Playmakers
-----------------------------------------------------------
Kate S. Alexander at herald-mail.com reports that the Potomac
Playmakers theater company has been informed that it might soon
need to find a new home.

According to the report, Lynn Rial, board member and spokeswoman
for the volunteer theater company, said she received an e-mail
Friday from an owner of the Academy Theater in Hagerstown, saying
that it was only a matter of time before its five-year lease with
the Playmakers, signed in 2008, was "thrown out."

"Your lease will be thrown out and the Playmakers will no longer
have a theater to perform in.  It's just a matter of time that
this happens," herald-mail.com quotes Academy Theater owner
Michael L. Guessford as stating.

Mr. Guessford copied the theater's other owner, Milton N. Stamper,
on the e-mail, according to records provided by Rial.
Messrs. Guessford and Stamper own the Academy Theater Banquet &
Conference Center through their limited liability corporation,
City Theater LLC.

Based in Hagerstown, Maryland, City Theater LLC filed for Chapter
11 bankruptcy protection on Dec. 1, 2010 (Bankr. D. Md. Case No.
10-37196).  Judge Wendelin I. Lipp presides over the case.  John
Douglas Burns, Esq., at The Burns Lawfirm, LLC, represents the
Debtor.  The Debtor estimated assets of less than $50,000, and
debts of between $1 million and $10 million.


CLEAN BURN: Wants to Pay Wages & Compensation to Employees
----------------------------------------------------------
Holly Jessen at Ethanol Producer Magazine reports that Clean Burn
Fuels is asking the bankruptcy court to authorize it to pay wages
and other compensation to its employees.

As of April 3, 2011, the company employed about 15 employees which
are paid bi-weekly.  Clean Burn Fuels owed these employees more
than $49,000 for the pay period March 20 through April 2, 2011.
Due to the bankruptcy filing wages will be paid through a payroll
and human services company referred to as ADP.

In addition, the Company also petitioned the court to continue
paying premiums for medical and dental insurance plans, life
insurance, disability, 401(k) and all local, state and federal
withholding and payroll related taxes.

Northen Blue LLP has been retained as legal counsel and Anderson
Bauman Tortellot Vos & Company as financial and restructuring
advisor for the Company.

                          About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

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


CLEAN HARBORS: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 Corporate Family
Rating (CFR) of Clear Harbors, Inc., and maintained a positive
outlook following the company's announcement that it entered an
agreement to acquire Peak Energy Services Ltd. for cash of CAD
$161 million plus fees.  The Speculative Grade Liquidity rating
has been changed to SGL-3 from SGL-2.

In addition to the Peak acquisition, Clear Harbors is finalizing
its acquisition of Badger Daylighting Ltd for CAD $247 million.
Although the two transactions will narrow Clear Harbors' liquidity
position, they will contribute to the company's increasingly
competitive position in the industrial/environmental services
sector.  The affirmation of the Ba3 CFR and the maintenance of the
positive rating outlook reflect Moody's view that Clear Harbors
will maintain a solid foundation to achieve cross-sell synergies
that could raise margins, sustain low leverage and deliver steady
cash flows.  The outlook anticipates that Clean Harbors will take
the time to digest its Badger/Peak purchases and harvest the
benefits of these investments.  A favorable operating environment
should facilitate integration and aid progress toward better cash
flows.  The U.S. economy is gradually improving and Canadian oil
sands production and development activity levels should remain
strong into 2012.  A good liquidity profile, EBIT margin of +12%,
debt to EBITDA below 3x and EBIT to interest above 3x would likely
support a higher rating.

Notwithstanding the longer-term, positive developments within
Clean Harbors' credit profile, the speculative grade liquidity
rating has been revised down to SGL-3 from SGL-2 because total
liquidity will decline as a result of the acquisitions.  After
both acquisitions close (probably by mid-2011), Moody's estimates
the cash balance would decline to below $100 million from about
$550 million currently.  The company possesses an asset-based
revolving credit facility that had availability of $34 million at
December 2010, a low amount for the company's size.  These
resources will provide only modest cushion for cash requirements
during the coming twelve months, including $140 million of planned
2011 capital spending.

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.

Ratings downgraded:

   -- Speculative grade liquidity, to SGL-3 from SGL-2

Rating unaffected:

   -- Corporate family, Ba3

   -- Probability of default, Ba3

   -- $520 million senior secured notes due 2016, Ba3, 43%

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
leading provider of environmental services and a leading operator
of non-nuclear hazardous waste treatment facilities in North
America.  The 2010 revenues were $1.7 billion.


COMMERCIAL VEHICLE: Moody's Puts '(P)B2' Rating on Proposed Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to Commercial
Vehicle Group's proposed $225 million senior secured notes due
2019. Moody's upgraded the rating on the existing 8% senior
unsecured notes to Caa1 from Caa2.  Moody's also upgraded CVGI's
Corporate Family Rating and Probability of Default Rating to B3
from Caa1 and left these ratings on review for possible upgrade.
These ratings would be upgraded to B2 at the completion of the
refinancing transaction if in accordance with proposed terms and
subject to Moody's review of final documentation.  The actions are
prompted by CVGI's improved operating performance and announcement
that it intends to use the proceeds of the proposed senior secured
notes issuance to refinance $163 million of existing debt, pay
transaction fees and expanse, and put cash on the balance sheet
for general corporate purposes.  The existing revolver is expected
to be amended to increase commitment from $37.5 million to
$40 million and to extend the maturity to 2014, and be undrawn at
closing.

The Caa1 rating on the existing 8% unsecured notes due 2013 is not
covered by the review.  This rating, along with the B3 CFR and B3
PDR, could remain unchanged if the proposed refinancing
transaction is not completed.  Moody's would withdraw the rating
on these notes upon redemption at the completion of the
transaction.

Ratings Rationale

The positive rating actions recognize continued improvement
in operating performance and Moody's expectation that
improving conditions in key end markets (including class 8
commercial vehicles) will enable CVGI to continue to strengthen
its operating performance and credit metrics.  The review for
possible upgrade recognizes the benefits that would be conferred
by the extension of maturity, greater funding certainty for growth
capital expenditures, and improved liquidity to provide a cushion
for prospective improvement in credit metrics.  The proposed
$225 million secured notes replace existing funded debt (comprised
of first lien loans, second lien loans, and unsecured notes) put
into place following a distressed debt exchange in August 2009.
Moody's believe the extension of maturity to 2019 more closely
aligns the company's debt structure with its longer-term expansion
plans into emerging markets, specifically China and India, which
Moody's views favorably.  The company is expected to put
$42 million of excess cash from the transaction on its balance
sheet.  Moody's believe that improved liquidity (roughly
$85 million of pro forma cash and over $35 million of revolver
availability) positions CVGI to benefit from expansionary spending
required to support new business.  Moody's expects that leverage
(adjusted debt-to-EBITDA) will decline from slightly over 7 times
(roughly 5.4 times on net leverage basis) pro forma for the
transaction to below 6 times range by the end of 2011 and closer
to 5 times by the end of 2012 as CVGI continues to benefit from
increased commercial vehicle production and new business awards.

The (P)B2 rating on the proposed senior secured notes is based on
Moody's expectation that CVGI's CFR and PDR would be upgraded to
B2 if the refinancing closes in accordance with proposed terms.
The secured notes would comprise the preponderance of debt capital
and would be secured by a second priority lien on substantially
all assets of CVGI and its domestic subsidiaries.

These summarizes the rating actions:

Ratings assigned:

   -- Proposed $225 million secured notes due 2019 at (P)B2, LGD3,
      49%

Ratings upgraded and under review for possible upgrade:

   -- Corporate Family Rating to B3 from Caa1

   -- Probability of Default Rating to B3 from Caa1

Ratings upgraded:

   -- 8% senior unsecured notes due 2013 to Caa1, LGD4, 66% from
      Caa2, LGD4, 66%*

      * to be withdrawn after completion of refinancing
        transaction.

Commercial Vehicle Group, Inc, is a provider of customized
products for the commercial vehicle market, including the heavy-
duty truck, construction, agricultural, specialty and military
transportation markets.  The company is an amalgamation of several
predecessor organizations whose products include cab structures &
assembly, seats & seating systems, trim systems & components, wire
harnesses, wipers, controls and mirrors.  Revenues were roughly
$600 million for 2010.

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.


COMMERCIAL VEHICLE: S&P Upgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New Albany, Ohio-based Commercial Vehicle Group
Inc. (CVG) to 'B-' from 'CCC+'.  "At the same time, we assigned
our 'B-' rating to CVG's proposed $225 million second lien senior
secured notes due 2019.  The recovery rating is '4', indicating
our expectation that lenders would receive average (30% to 50%)
recovery in the event of a payment default.  The outlook is
positive," S&P said.

"The upgrade reflects our assumption that CVG can improve EBITDA
and cash flow in the next two years, because we believe commercial
truck production volumes will continue to rise year-over-year in
2011 and 2012," said Standard & Poor's credit analyst Nancy
Messer.  Heavy-duty truck production increased by a meaningful 30%
in 2010, leading to a 30% year-over-year sales increase.

"We expect a fairly strong truck market recovery this year in
North America, for example, ACT Research Company LLC forecasts a
58% increase, year over year, in Class 8 production, to 244,000
units.  ACT forecasts further expansion in 2012 to 307,000 units,
but this is still below peak production reached in 2006.  While
the average age of the U.S. Class 8 truck fleet has reached record
highs, we believe companies could allow their fleets to age
further in this economic cycle if freight tonnage does not
recover," S&P stated.

CVG managed its way through the commercial truck downturn by
restructuring operations along with various financial transactions
including a distressed exchange of debt, and issuance of high
yield debt and equity.  "We believe CVG can enhance margins
through its operating leverage in 2011 as production volumes
expand, even though we expect cash flow to be negative in 2011
because of higher capital spending to support new future
business," S&P continued.

Net proceeds from the $225 million debt issuance are reported to
be used to repay debt -- $16.8 million principal amount of a 15%
second-lien term loan due 2012; $97.8 million in 8.0% senior notes
due 2013; $42.1 million principal amount of 11%/13% third-lien
secured notes due 2013; and $5.8 million in paid-in-kind interest
on the 11%/13% third-lien secured notes due 2013, as well as
adding $42 million in cash to the balance sheet.

"Our ratings on CVG reflect its highly leveraged financial risk
profile and vulnerable business risk profile.  We assume Class 8
truck sales in North America will improve at least 30% in 2011,
year over year, to around 200,000, and expand again in 2012, as
the economy improves.  This follows a nearly four-year decline and
a modest recovery in 2010.  The financial risk profile is
vulnerable because of high leverage and assumed cash use in 2011.
CVG's trailing-12-month lease-adjusted leverage was 6.4x as of
Dec. 31, 2010, and cash flow protection was thin, with EBITDA
interest coverage of 1.7x.  CVG designs, engineers, and produces
structural components of truck cabs, including frame sleeper boxes
and cab-related interior products for the commercial-truck
markets.  The company's products include seating, electronic
wire harness assemblies, and interior trim systems," S&P added.


COMPOSITE TECHNOLOGY: Files for Chapter 11 Protection
-----------------------------------------------------
Composite Technology Corporation has filed to reorganize under
Chapter 11 of the U.S. Bankruptcy Code. Its wholly owned
subsidiary, CTC Cable Corporation, the leading producer of high-
capacity energy efficient composite core conductors for electric
transmission and distribution lines, also has filed for Chapter 11
protection.

The filings, made voluntarily in the U.S. Bankruptcy Court for the
Central District of California, are designed to enable CTC and its
subsidiary, CTC Cable, to continue to develop, produce and market
its ACCC(R) conductor to the utility industry.

CTC's decision to seek bankruptcy protection to protect the
viability of the Company has been necessitated due to actions
taken by its lender last week.  On April 5, 2011, the Company's
lender served notice of default and accelerated its loan for
$10,000,000.  On April 7, 2011, the lender filed an application
for an emergency protective legal order which was granted without
a hearing on Friday afternoon, April 8, 2011.  The court order
provides for the companies to immediately send all remaining cash
recently released from the escrow containing proceeds from the
sale of the wind division in 2009.  CTC's attorneys believe that
the court had not cited a basis to do so and that the companies
dispute the lenders right to freeze the funds.  The lender also
has attempted to freeze funds in operating accounts using account
control provisions from the loan agreement.  Unfortunately,
chapter 11 offers the only alternative to continue to operate the
Company without interruption.

During the bankruptcy proceeding, CTC plans to continue operating
its business in a normal fashion and timely servicing its
customers' needs.  "We plan to move forward with product sales
work and to convince our strategic relationships that this
reorganization should allow us to continue to deploy our ACCC(R)
conductor product to an industry in great need of solutions for
electrical grid systems," CTC said in a statement.

                            About CTC

Composite Technology Corporation's patented ACCC(R) conductor
technology enables superior performance of high voltage
transmission and distribution electrical grids. ACCC conductors
use CTC's proven carbon fiber core which is produced by its
subsidiary, CTC Cable Corporation, at its Irvine, California
headquarters and delivered to qualified conductor manufacturers
who produce and distribute ACCC conductors to operators of
electrical grids worldwide. CTC's conductor technology
significantly reduces thermal line sag and can replace similar
diameter and weight traditional conductors with its higher
capacity and more energy efficient ACCC conductor. It is an ideal
conductor for both upgrading existing power lines as well as
building new lines since the technology allows for the reduction
of the number of support structures and/or a reduction of their
height. Since its commercial introduction in 2005, ACCC conductor
has been selected for over 10,000 kilometers (6,214 miles) of
projects in all environmental and operating conditions, including
severe heat and ice environments, long span applications and high
capacity corridors for the modern grid. ACCC(R) is a registered
trademark of CTC Cable Corporation.


COMPOSITE TECHNOLOGY: Case Summary & Creditors List
---------------------------------------------------
Debtor: Composite Technology Corporation
        2026 McGaw Avenue
        Irvine, CA 92614

Bankruptcy Case No.: 11-15058

Chapter 11 Petition Date: April 10, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Paul J. Couchot, Esq.
                  WINTHROP COUCHOT PC
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111
                  E-mail: pcouchot@winthropcouchot.com

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

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

The petition was signed by Benton H. Wilcoxon, chief executive
officer.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
CTC Cable Corporation                 11-15059         4/10/2010

Composite Technology's List of 24 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Singer Lewak LLP                   Trade                  $140,891
Attn: Managing Partner
10960 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90024-3783

Korn/Ferry International           Trade                   $94,401
Attn: Corporate Officer
700 Louisiana, Suite 3900
Houston, TX 77002

Elmwood Strategies                 Trade                   $90,000
Attn: Corporate Officer
2633 151h Street
Washington, DC 20009

Richardson & Patel, LLP            Trade                   $49,491

Mitchell John Butler               Trade                   $48,000

Marketwire, Inc.                   Trade                   $33,344

Broadridge ICS                     Trade                   $31,405

Deloitte Tax LLP                   Trade                   $28,840

Squar Milner                       Trade                   $24,767

Dennis Carey                       Trade                   $24,551

The Mcintosh Group                 Trade                   $20,833

Vaco Orange County, LLC            Trade                   $17,714

SeaCrest Capital                   Trade                   $16,966

Michael Mcintosh                   Trade                   $16,000

Vantaggio HR, Ltd.                 Trade                   $10,631

John P. Mitola                     Trade                   $10,000

DG3 North America, Inc.            Trade                    $5,211

Rutan & Tucker, LLP                Trade                    $4,257

Leffner & Gottlieb Resources       --                       $3,570
Global

Resources Global Professionals     --                       $3,300

Via Vid Broadcasting Corp          --                       $1,626

Vintage Filings, LLC               --                       $1,302

Stock Trans a Broadridge Co.       --                       $1,148

LKP Global Law, LLP                --                       $1,080


COMPTON PETROLEUM: Peter K. Seldin Does Not Own Any Securities
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Centennial Energy Partners, LLC, and Peter K.
Seldin disclosed that they do not own any shares of Common Stock
or warrants to purchase shares of Common Stock directly of Compton
Petroleum Corporation.

                      About Compton Petroleum

Compton Petroleum Corporation is an exploration and production
company.  The Company explores for, develops, and produces oil and
gas in western Canada.  Compton's interests include the areas of
Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in
Alberta, Canada.

The Company's balance sheet at Dec. 31, 2010 showed $1.38 billion
in total assets, $712.29 million in liabilities and
$664.03 million in shareholders' equity.

                           *     *     *

Moody's Investors Service has withdrawn Compton Petroleum's
ratings following the repayment of its rated debt.  Ratings
withdrawn include the 'Caa1' Corporate Family Rating and
Probability of Default Rating, and the 'Caa2' senior unsecured
notes rating.

As reported by the Troubled Company Reporter on Dec. 1, 2010,
Standard & Poor's Ratings Services withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.  S&P
withdrew the ratings at the Company's request.


CONSTAR INT'L: Wants Plan Exclusive Periods Extended Until Sept. 8
------------------------------------------------------------------
Constar International Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Sept. 8, 2011, and Nov. 7, respectively.

The Debtors seek the extension of their exclusive periods out of
an abundance of caution.  The Debtors relate that Court approved
their first amended disclosure statement and set an April 25
confirmation hearing which was rescheduled for May 20, at
3:00 p.m.  Kurtzman Carson Consultants LLC, the Debtors' claims,
noticing and voting agent, will solicit plan votes until May 10.

The Debtors propose a hearing on their requested extension on
April 25, at 10:00 a.m.  Objections, if any, are due April 18, at
4:00 p.m.

                  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 on Jan. 11, 2011 (Bankr. D. Del. Case No.
11-10109), 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.


CONVERSION SERVICES: Scott Newman and Bryan Carey Terminated
------------------------------------------------------------
Scott Newman and Bryan Carey were terminated from their positions
at Conversion Services International, Inc., effective March 31,
2011.  Mr. Newman had been Chief Strategy Officer and Mr. Carey
had been Senior Vice President of Strategic Consulting and
Managing Director of the CSI DeLeeuw division.

Mr. Newman continues to serve as Chairman on the Company's board
of directors.

                 About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company reported a net loss of $771,753 on $17.72 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $31,956 on $24.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.75 million
in total assets, $6.92 million in total liabilities and $3.17
million in total stockholders' deficit.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.


CORNERSTONE WORLD: May File for Bankruptcy After Sherrif's Sale
---------------------------------------------------------------
The Sioux City Journal notes that officials at Cornerstone World
Outreach have said they are considering filing Chapter 11
bankruptcy protection after the sheriff's sale to preserve the
church's assets.

According to the report, Cornerstone officials are seeking
additional time to buy back church-owned real estate in the event
it is sold at a scheduled sheriff's sale next month to pay a
$3.65 million court judgment.  An attorney for the Sioux City
church requested officials there be allowed up to one year to
redeem, or buy back, land if it is sold at the May 3 sale rather
than the six months listed in the notice of sale.

The Sioux City Journal recounts that in January, a Woodbury County
District Court judge ordered Cornerstone to pay a $3.65 million
settlement to Cincinnati United Contractors for work done on the
construction of the church's new worship center.  No ruling had
been filed in regard to the request for more time.

The Journal, citing court documents filed by Cincinnati United,
relates attorneys for the Ohio builder have been told Cornerstone
intends to sell approximately 118 acres of land around the church
property just east of Sioux City on Glen Ellen Road.

                     Possible Bankruptcy Filing

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

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


CORTE DE ROSA: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Corte de Rosa Homes, LLC
        410 N. Santa Cruz
        Los Gatos, CA 95030

Bankruptcy Case No.: 11-53334

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: William J. Healy, Esq.
                  CAMPEAU, GOODSELL AND SMITH
                  440 N 1st St. #100
                  San Jose, CA 95112
                  Tel: (408) 295-9555
                  E-mail: whealy@campeaulaw.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-53334.pdf

The petition was signed by Pinnacle Property Investors, LLC,
member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Howell & McNeil Development, LLC       11-53338   04/08/11


CRYOPORT INC: Names Mark Englehart as Chief Commercial Officer
--------------------------------------------------------------
CryoPort, Inc., named Mark Englehart, 53, as the Company's Chief
Commercial Officer.  Mr. Englehart has more than 30 years of
marketing, sales and product commercialization experience in the
pharmaceutical, biotechnology and contract research organization
industries.  Prior to joining the Company, Mr. Englehart was the
Chief Executive Officer of Cogent Performance Management, which he
co-founded in September 2009.  Cogent is a clinical development
outsourcing management and consulting business which provides
services, such as service provider evaluation and selection,
performance management, budgeting, and related services and
technology to pharmaceutical and biotechnology companies. During
2009, Mr. Englehart was the Vice President of Global Sales and
Marketing for Esoterix Clinical Trials Services, and from 2007 to
2008 he was Senior Vice President and General Manager of Clinical
Informatics, Logistics and Diagnostics for Reliance Clinical
Research Services.  From 2003 to 2007, Mr. Englehart served as
Vice President of Global Sales, Marketing and Project Management
for Quest Diagnostics Clinical Trials.  Mr. Englehart's experience
also includes positions with Covance, Inc., the Pharmaceutical
Products Division of Abbott Laboratories and Bayer Corporation.

Mr. Englehart will be paid an annual base salary of $225,000 and
he will be eligible for an incentive bonus targeted at 30% of his
annual base salary.  Additionally, on April 4, 2011, Mr. Englehart
was granted (i) an option to purchase 150,000 shares of the
Company's common stock at an exercise price of $1.50 per share,
which was the closing price of the Company's common stock on
April 4, 2011, subject to vesting over four years beginning six
months after continuous employment and thereafter vesting in equal
six-month installments, and (ii) an option to purchase 100,000
shares of the Company's common stock at an exercise price of $1.50
per share that will fully vest when the Company achieves six-
months of sustainable positive cash flow from operations.  In the
event that Mr. Englehart's employment with the Company is
terminated as a result of a "change of control", as will be
defined in Mr. Englehart's stock option agreement, he will be
entitled to receive a severance payment equal to six months of his
base salary and the unvested portion of his stock option grants
will immediately vest in full.

                        About CryoPort Inc.

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

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

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


DEAYDRE LEA PULLIAM: Bankr. Court Slaps $1,000 Sanction
-------------------------------------------------------
In a March 31, 2011 Memorandum of Decision, Bankruptcy Judge Ralph
B. Kirscher granted the request by the U.S. Trustee and imposed a
$1,000 sanction against Timothy James Pulliam under the Court's
civil contempt authority under 11 U.S.C. Sec. 105(a), for the
express purpose to coerce the Debtor's compliance with Court
orders and his duties under the Bankruptcy Code.  A copy of the
Court's ruling is available at http://is.gd/6dBmaAfrom
Leagle.com.

Based in Corvallis, Montana, Deaydre L. Pulliam, fka Deaydre L.
Robey, and Timothy J. Pulliam, dba The Kensington Agency,
Groundhog Coffee Bar and Elite Care, filed a Chapter 11 petition
(Bankr. D. Mont. Case No. 10-60725) on April 7, 2010, represented
by Benjamin C. Tiller Esq. -- tiller@bctlaw.com -- as counsel.  In
their petition, the Pulliams listed $1 million to $10 million in
assets and debts.  The case was converted to one under Chapter 7
on July 16, 2010.  Richard J. Samson was appointed Chapter 7
Trustee.


DEI SYSTEMS: Sec. 546(e) Doesn't Apply to Bevan & Bichler Payments
------------------------------------------------------------------
Kenneth A. Rushton, Trustee, v. David Bevan, and Benedict Bichler,
Adv. Pro. No. 09-02082 (Bankr. D. Utah), seeks recovery of
payments the Chapter 7 Trustee alleges were fraudulent transfers
from D.E.I. Systems, Inc., to the Defendants.  Before the Court is
the Motion for Partial Summary Judgment filed by Defendants and
the Cross-Motion for Partial Summary Judgment filed by Mr. Rushton
addressing the applicability of 11 U.S.C. Sec. 546(e) to the
payments alleged to be fraudulent transfers.  In a March 31, 2011
Memorandum Decision, Judge R. Kimball Mosier granted the Chapter 7
Trustee's Cross-Motion and denied the Defendants' Motion.  The
Payments were not transfers made "by or to -- or for the benefit
of -- a financial institution," were not settlement payments
"commonly used in the securities trade" and were not transfers
made "in connection with" a securities contract.  To extend Sec.
546(e) protection to the Payments would be absurd and not in
furtherance of Congressional intent.

Prior to May 2004, the Defendants owned 100% of the outstanding
stock of Delta Equipment Industrial Systems, Inc. d/b/a DEI
Systems, Inc., a Utah corporation.  Through a series of
transactions, the Defendants sold 44.843% of their shares of DEI-
UT to Environmental Services Group for $4,000,000 and DEI-UT
redeemed 43.946% of the Defendants' shares of DEI-UT for
$3,920,000.  The Redemption Amount was to be paid on closing by
DEI-UT in cash, by certified check or by wire transfer of
immediately available funds to the account or accounts designated
by the Defendants.  At the time of closing, the Defendants
delivered the redeemed shares to DEI-UT.

As part of the Purchase Agreement, ESG made a secured loan to DEI-
UT for $7,520,000, which included the $3,200,000 Redemption
Amount.  ESG wired the $7,520,000 from its account at Union Bank
of California, N.A., to a trust account of the Debtors' attorneys,
Ray, Quinney & Nebeker, at Wells Fargo Bank, N.A.  Pursuant to the
Purchase Agreement and Mr. Bichler's instructions, $2,088,576 from
the $3,920,000 Redemption Amount was wired from the Wells Fargo
account to Mr. Bichler's account at Barnes Bank.  Pursuant to the
Purchase Agreement and instructions from Mr. Bevans, $1,831,124
from the Redemption Amount was dispersed by a check drawn on RQN's
Wells Fargo account, payable to Mr. Bevan.

As a final stage of the Purchase Agreement, DEI-UT merged into
D.E.I. Systems, Inc.

A copy of Judge Mosier's March 31, 2011 Memorandum Decision is
available at http://is.gd/zKxULrfrom Leagle.com.

Salt Lake City, Utah-based D.E.I. Systems, Inc., aka Delta
Fiberglass, aka Delta Equipment Industrial Systems, Inc., aka
Delta Environmental, Inc. -- http://www.deisystemsinc.net-- was
an industrial fiberglass supplier.  It filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 07-24224) Sept. 7,
2007, Judge Judith A. Boulden presiding.  Joseph M.R. Covey, Esq.,
at Parr, Waddoups, Brown, Gee & Loveless, served as bankruptcy
counsel. In its chapter 11 petition, the Debtor listed $1 million
to $100 million in both assets and debts.  The case was converted
to one under Chapter 7 of the bankruptcy code and a trustee was
appointed on April 15, 2008.


DELTA AIR: Fitch Puts BB-/RR1 Rating on Secured Credit Facilities
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-/RR1' to Delta Air
Lines, Inc.'s (Delta) planned $1.225 billion first lien secured
revolving credit facility maturing in 2016 and its $1.375 billion
first lien secured term loan due 2017.  The new facilities have
been arranged to refinance the airline's $2.5 billion in exit
facilities, scheduled for maturity in 2012 and 2014.  Delta's
Issuer Default Rating (IDR) is 'B-'.  The Rating Outlook is
Stable.

The collateral package for the new facilities consists of a
diverse set of assets that currently secure the exit facilities.
These assets include aircraft, domestic slots, international route
authorities, accounts receivable, flight simulators, engines,
spare parts and real estate.  Lenders' first lien recovery
prospects are supported by a minimum collateral coverage covenant.
Recovery expectations for lenders are outstanding, reflecting
Fitch's opinion that recovery rates would likely exceed 90% of
principal in a default scenario.

Delta's plan to reduce adjusted net debt by approximately $7
billion over the next two years, principally through strongly
positive free cash flow generation, has been delayed as a result
of the sharp run-up in crude oil and jet fuel prices during the
first quarter.  While Delta has approximately 38% of expected 2011
fuel consumption hedged at an average jet fuel price cap of $2.84
per gallon, it is facing significant unit cost pressure that will
erode earnings and cash flow.  To a large extent, Delta's ability
to deliver solid free cash flow and strongly positive revenue per
available seat mile (RASM) growth later in the year will depend on
the industry's ability to continue passing on higher fuel costs in
the form of fare increases.  Year to date, at least six domestic
fare hikes have succeeded, helping to boost Delta's projected
first quarter (1Q) RASM growth to between 7%-8%.

Delta has taken numerous steps to limit the impact of higher jet
fuel prices, including capacity reduction that will be reflected
primarily in schedules after the summer.  In addition to near-term
adjustments to Japan capacity (down by between 15%-20% through at
least May), the carrier has trimmed its system capacity by four
percentage points in the second half of the year.

Fitch remains focused on Delta's ability to manage the more
difficult 2011 industry operating environment by calibrating
capacity, retiring less fuel-efficient aircraft and keeping
capex to a modest level in the range of $1.3 billion per year.
Significant progress toward substantially positive free cash flow
generation and debt reduction in 2011 could lead to a revision in
the Rating Outlook to Positive or an upgrade in Delta's IDR to
'B'.

Fitch maintains these issue ratings on Delta's secured borrowings.

Senior Secured Bank Credit Facilities:

   -- $1.225 billion senior secured revolving credit facility due
      2016 'BB-/RR1';

   -- $1.375 billion senior secured term loan due 2017 'BB-/RR1';

   -- $500 million revolving credit facility (Pacific routes) due
      2013 'BB-/RR1';

   -- $750 million senior secured first lien notes due 2014 'BB-
      /RR1';

   -- $600 million senior second lien notes due 2015 'B-/RR4'.

After proceeds from the new bank loans are used to pay down the
exit facilities, these issue ratings will be withdrawn.

Senior Secured Bank Credit Facilities:

   -- $1 billion (original amount) revolving credit facility due
      2012 'BB-/RR1';

   -- $600 million (original) first lien synthetic credit facility
      due 2012 'BB-/RR1';

   -- $900 million (original) second lien term loan due 2014 'B-
      /RR4'.


DJSP ENTERPRISES: Expects to Record Non-Cash Impairment Charge
--------------------------------------------------------------
DJSP Enterprises, Inc., has determined in connection with the
preparation of its financial statements for the year ended
Dec. 31, 2010 that, as a result of developments impacting the
Company's business and the Company's primary client, it will
record a non-cash impairment charge in such financial statements
resulting from a reduction in the net carry value of certain of
its assets, including its property and equipment and accounts
receivable.  These developments were previously reported on Forms
6-K and 8-K from the period Oct. 15, 2010 through the present.
The Company is unable to make a determination of an estimate of
the amount of the impairment charge (other than that it may be
significant) at this time.

                      About DJSP Enterprises

Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq:
DJSP, DJSPW, DJSPU) provides a wide range of processing services
in connection with mortgages, mortgage defaults, title searches
and abstracts, REO (bank-owned) properties, loan modifications,
title insurance, loss mitigation, bankruptcy, related litigation
and other services.  Its principal customer is The Law Offices of
David J. Stern, P.A.  It has additional operations in Louisville,
Kentucky and San Juan, Puerto Rico.  Its U.S. operations are
supported by a scalable, low-cost back office operation in Manila,
the Philippines, that provides data entry and document preparation
support for its U.S. operations.

As reported in the Jan. 20, 2011 edition of the TCR, DAL Group,
LLC, a subsidiary of DJSP Enterprises, has obtained waivers on
notes held by these parties for payments due through April 1,
2011:

                                          Amount of Note
                                          --------------
     Law Offices of David J. Stern, P.A.     $47,869,000
     Chardan Capital, LLC,                    $1,000,000
     Chardan Capital Markets, LLC               $250,000
     Kerry S. Propper                         $1,500,000

The waivers were sought by DAL as it develops and implements plans
to restructure its ongoing operations to reflect its significantly
reduced revenues and operations and the other changes.

DAL did not make the interest payments due Jan. 3, 2011 for (i)
unsecured term notes in the aggregate principal amount of
$1,600,000 (ii) and a $500,000 term note issued by Cornix
Management, LLC.  DAL is seeking waivers from the holders of the
unsecured notes and Cornix of principal and interest payments
otherwise due under these notes, and the default interest rates
under these notes, through April 1, 2011.

DAL has entered into a forbearance agreement with BA Note
Acquisition, LLC, pursuant to which BNA has agreed to forbear from
taking action on a $5.5-million line of credit until March 9,
2011.


DONALD PEDERSEN: PMM Shareholders' Suit to Proceed in State Court
-----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney said he will abstain from
hearing and determining state law issues and will deal only with
the issues of dischargeability in the suit, James W. Huntington
and Tony C. Clark, individually and on behalf of the shareholders
of Professional Management Midwest, Inc., a Nebraska corporation,
v. Donald H. Pedersen; Marcee N. Pedersen; Practice Business
Consultants, LLC; Professional Practice Healthcare Billing, LLC;
and Professional Practice Consultants, LLC, Adv. Pro. No. 11-8009
(Bankr. D. Neb.).  Judge Mahoney stayed the adversary proceeding
pending the resolution of a state court lawsuit in the District
Court of Douglas County, Nebraska.  The parties are directed to
file joint status reports beginning on Oct. 1, 2011, and every six
months thereafter.  Relief from the automatic stay is granted to
the parties to pursue the state court litigation and liquidate the
claim.

Plaintiffs James Huntington and Tony Clark and debtor-defendant
Donald Pedersen are the shareholders of Professional Management
Midwest, Inc.  Mr. Pedersen served as president of the company,
with control over the books, records, and daily affairs of the
company.  The debtor-defendant Marcee Pedersen was employed by the
company.  The debtors allegedly usurped corporate opportunities;
breached their duties to PMM; terminated an office lease
agreement, leaving Messrs. Huntington and Clark liable on their
personal guarantees of the lease; and started a new business to
compete with PMM, using equipment, supplies, and personnel of PMM.
The adversary proceeding was initiated by a complaint to determine
dischargeability under 11 U.S.C. Sec. 523, for a money judgment,
and for declaratory relief.  The complaint contains detailed
allegations of wrongdoing by the debtors, which can be categorized
broadly and non-exclusively in terms of breach of fiduciary duty,
breach of contract, fraud, embezzlement, conversion, breach of
good faith and fair dealing, and unjust enrichment.

Donald H. Pedersen and Marcee N. Pedersen filed for Chapter 11
bankruptcy (Bankr. D. Neb. Case No. 10-83133) on Oct. 28, 2010.  A
copy of the Court's April 5, 2011 Order is available at
http://is.gd/qMrkZQfrom Leagle.com.


DOT VN INC: VNNIC and LANIC to Develop Laotian ccTLD ".LA"
----------------------------------------------------------
Dot VN, Inc., congratulated its partner the Vietnam Internet
Network Information Center on the recent agreement to help the
Laotian Internet Network Information Center reclaim and relaunch
Laos' ccTLD ".LA".

On March 23, Mr. Nguyen Thanh Hung - Deputy Minister of
Information and Communications of Vietnam and Mr. Padaphet
Sayakhot - Deputy of Laos National Posts and Telecommunications
Management Agency signed a memorandum for Vietnam to support Laos
to retrieve and manage the Laotian country code Top Level Domain
".LA".  Pursuant to this agreement, VNNIC will support LANIC in
adopting international standard procedures in accordance with its
new role as the registry of the ccTLD ".LA".  Implementation by
VNNIC and LANIC is expected to begin immediately and will be
completed by 2012.  Under the current plan Vietnam will support
LANIC in the management and operation of the ccTLD ".LA" by
hosting the registry platform in Hanoi while concurrently training
LANIC staff, with the eventual goal of turning over complete
management of ".LA" to LANIC by 2012.

Previously in August of 2010, Dot VN was a key part of VNNIC's
team which met with the LANIC to discuss the implementation of the
Laotian Internet.  The meeting, hosted by LANIC and held in
Vientiane, Laos, covered various topics, including a review of
LANIC's technical system readiness, a draft of an Internet
Management Policy for the Laotian ccTLD ".LA", and a survey of the
site and equipment requisite for hosting the Laotian domain name
system by LANIC.  Preliminary discussions on a domain name
registration contract were also part of the meeting.  During
closed door sessions, Dot VN was an integral participant in
developing the initial draft of the Laotian Internet Policy along
with representatives from VNNIC and LANIC which was patterned
after the Vietnamese Internet Policy.

Dot VN also presented software and hardware solutions uniquely
suited to drive the growth of the Laotian Internet and registry
including the KSregistry System registration platform which will
power the soon to be relaunched Vietnamese native language
Internationalized Domain Names.  The LANIC infrastructure is
expected to be developed based on best of breed technologies,
including the use of Elliptical Mobile Solutions' Micro-Modular
Data CenterTM equipment and E-Band Communication's E-Link 1000EXR
millimeter wave radios for which Dot VN has secured distribution
rights in the country of Laos.

"We look forward to continuing to support VNNIC and LANIC in their
efforts to develop a strong and robust Laotian Internet and
registry," stated Dot VN Chief Executive Officer Thomas Johnson.
"We believe our strengths both as a registrar and technical
solutions provider will be a great asset to this project and are
prepared to offer whatever assistance we can."

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2011, showed $2.74 million
in total assets, $10.92 million in total liabilities and $8.18
million in total shareholders' deficit.

Dot VN reported a $7.3 million net loss on $1.1 million of
revenues for the fiscal year ended April 30, 2010, compared with a
$5.4 million net loss on $1.0 million of revenues for the same
period a year ago.

Following the Company's results for fiscal 2010, Chang G. Park CPA
expressed substantial doubt against Dot VN's ability to continue
as a going concern, citing the Company's losses from operations.


EDIETS.COM INC: Amends Form S-1; To Offer 9.19MM Common Shares
---------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.1 to Form S-1 Registration Statement
relating to the distribution, at no charge, to holders of the
Company's common stock non-transferable subscription rights to
purchase up to 9,196,581 shares of the Company's common stock.
In the rights offering, holders will receive one subscription
right for every one share of common stock owned at 5:00 p.m., New
York time, on April 18, 2011, the record date.

Each whole subscription right will entitle holders to purchase .15
shares of the Company's common stock.  The per share subscription
price was determined by the Company's board of directors.  The
Company will not issue fractional shares of common stock in the
rights offering, and holders will only be entitled to purchase a
whole number of shares of common stock, rounded down to the
nearest whole number a holder would otherwise be entitled to
purchase.  Subscribers who exercise their rights in full may over-
subscribe for additional shares, subject to certain limitations,
to the extent shares are available, which the Company refers to as
the "over-subscription privilege."  Kevin A. Richardson, chairman
of the Company's board of directors, has agreed to purchase up to
$300,000 of common stock in the rights offering pursuant to his
basic subscription privilege and, subject to the availability of
shares, his over-subscription privilege.

The subscription rights will expire and will be void and worthless
if they are not exercised by 5:00 p.m., New York time, on May 11,
2011, unless the Company extends the rights offering period.
However, the Company's board of directors reserves the right to
cancel the rights offering at any time, for any reason.  If the
rights offering is cancelled, all subscription payments received
by the subscription agent will be returned promptly.

The subscription rights may not be transferred or sold.  Shares of
the Company's common stock are traded on the Nasdaq Capital Market
under the symbol "DIET."  The last reported sales price of the
Company's common stock on the Nasdaq Capital Market on April 6,
2011 was $0.43.

The Company reserves the right to negotiate and enter into standby
purchase agreements with certain institutional investors and high
net worth individuals, or standby purchasers, pursuant to which
these purchasers will agree to acquire from the Company, at the
same subscription price offered to stockholders, any shares of
common stock offered to the Company's current stockholders but not
subscribed for in the rights offering.

                           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.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $3.6 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $2.0 million.


ENCORIUM GROUP: Unit Borrows EUR500,000 From Ilari Koskelo
----------------------------------------------------------
Effective Feb. 11, 2011, Encorium Oy, Encorium Group, Inc.'s
wholly-owned subsidiary, entered into a Line of Credit Promissory
Note with Ilari Koskelo, a current stockholder of the Company, to
replace the Handelsbanken Line.  Encorium Oy borrowed EUR500,000
under the Ilari Line to repay the outstanding amounts on the
Handelsbanken Line.  The unpaid principal under the Ilari Line
accrues and compounds interest monthly at the rate of 10.0% per
annum.  Any principal amount borrowed under the Ilari Line is
payable on demand on the twelve month anniversary of the date such
principal amount was received by Encorium Oy or according to a
separately agreed payment schedule.  The interest on any principal
amount borrowed under the Ilari Line is payable quarterly
beginning on the sixth month anniversary of the date such
principal amount was received by Encorium Oy.  On the occurrence
of any Event of Default, and upon five days written notice and
cure period, all principal and other amounts owed under Ilari Line
will become immediately due and payable.  In addition, upon a
Change of Control of the Company or Encorium Oy, a change in
control fee equal to twenty percent of the then outstanding
principal amount will be payable.

On Jan. 12, 2011, Svenska Handelsbanken AB notified Encorium Oy
that it would terminate its line of credit with Encorium Oy.  The
Handlesbanken Line was entered into on Feb. 9, 2005, between
Encorium Oy and Svenska Handelsbanken AB and provided for up to
EUR 500,000 of borrowings at a 1,25% interest rate.  On Feb. 15,
2011, Encorium Oy repaid EUR 150,000 under the Handelsbanken Line
and on March 15, 2011 repaid the remaining outstanding principal
balance of EUR 350,000.  The Company replaced the Handelsbanken
Line with the Ilari Line.

Meanwhile, on March 25, 2011, Philip L. Calamia resigned from his
position as Interim Chief Financial Officer of the Company to
pursue other interests.

                        About Encorium Group

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

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

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

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


FANNIE MAE: To Sell Stake in Portfolio of Foreclosed Properties
---------------------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae is planning
to sell a stake in scores of apartment buildings to Related Cos.,
the New York private real estate company controlled by Stephen
Ross.

                            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.


FOXBOROUGH ENTERPRISES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Foxborough Enterprises LLC
        P.O. Box 910
        Yucaipa, CA 92399

Bankruptcy Case No.: 11-21595

Chapter 11 Petition Date: April 8, 2011

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

Judge: Mark S. Wallace

Debtor's Counsel: Arshak Bartoumian, Esq.
                  LAW OFFICES OF VINCENT W. DAVIS
                  150 N Santa Anita Ave Suite 200
                  Arcadia, CA 91006
                  Tel: (626) 446-6442
                  Fax: (626) 446-6454

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
CA Board of Equalization                         $11,500
P.O. Box 94279
Sacramento, CA 94279

The petition was signed by Tony Hicks, Jr., president.


GATEHOUSE MEDIA: Gleacher Appointed Agent Under 2007 Credit Pact
----------------------------------------------------------------
An Agency Succession and Amendment Agreement, dated as of
March 30, 2011, was entered into by and among GateHouse Media
Holdco, Inc., GateHouse Media Operating, Inc., GateHouse Media
Massachusetts I, Inc., GateHouse Media Massachusetts II, Inc.,
ENHE Acquisition, LLC., the subsidiaries of Holdco party to the
Agreement, the Required Lenders party to the Agreement, Wells
Fargo Bank, N.A., successor-by-merger to Wachovia Bank, National
Association, as the resigning Administrative Agent and Control
Agent and Gleacher Products Corp., as successor Administrative
Agent and Control Agent.  The Agreement amends the Amended and
Restated Credit Agreement, dated as of Feb. 27, 2007, as amended
by the First Amendment to Amended and Restated Credit Agreement,
dated as of May 7, 2007, and the Second Amendment to Amended and
Restated Credit Agreement, dated as of Feb. 3, 2009, by and among
Holdco, the Subsidiary, GateHouse I, GateHouse II, ENHE, each of
those domestic subsidiaries of Holdco identified as a "Guarantor"
on the signature pages of the Credit Agreement, and Existing Agent
for the lenders.

Pursuant to the Agreement: (i) the Existing Agent resigned as
Administrative Agent and Control Agent as provided under the
Credit Agreement; (ii) the Required Lenders appointed Gleacher as
Successor Agent under the Credit Agreement; (iii) the Credit
Parties and the Required Lenders waived any notice requirement
provided under the Credit Agreement in respect of that resignation
or appointment and the requirement of the Credit Agreement that
the successor agent must be selected from among the Lenders; (iv)
the Subsidiary consented to the appointment of the Successor
Agent; and (v) Gleacher accepted its appointment as Successor
Agent.  In addition, the Agreement effected certain amendments to
the Credit Agreement that provide the lenders holding a majority
of the outstanding term loans and loan commitments under the
Credit Agreement (x) the right, in their discretion, to remove the
Administrative Agent and (y) the right to make certain decisions
and exercise certain powers under the Credit Agreement that had
previously been within the discretion of the Administrative Agent.

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

                        http://is.gd/8uC7KR

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $26.64 million on $558.58
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010 showed
$546.32 million in total assets, $1.33 billion in total
liabilities and a $792.12 million stockholders' deficit.


GREENBRIER COS: Incurs $293,000 Net Loss in Qtr. Ended Feb. 28
--------------------------------------------------------------
The Greenbrier Companies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $293,000 on $286.30 million of revenue for the three
months ended Feb. 28, 2011, compared with a net loss of $4.38
million on $199.95 million of revenue for the same period during
the prior year.  The Company also reported a net loss of $2.34
million on $487.74 million of revenue for the six months ended
Feb. 28, 2011, compared with a net loss of $7.74 million on
$371.64 million of revenue for the same period during the prior
year.

The Company's balance sheet at Feb. 28, 2011 showed $1.19 billion
in total assets, $827.88 million in total liabilities and $363.16
million in total equity.

William A. Furman, president and chief executive officer, said,
"We are pleased to report near breakeven results, consistent with
our previously disclosed outlook.  This goal was achieved during a
quarter when we were ramping up railcar production, and were
impacted by both severe weather at certain facilities and
expiration of a management services contract.  Our business
visibility continues to improve.  New railcar orders are continued
evidence of the recovery in new railcar manufacturing.  Since the
beginning of our fiscal year, we have received orders for 10,200
new railcars.  We believe the expanding product diversity of new
orders signals the next stage of the recovery in the new railcar
market.  As we strive to meet ongoing demand, we continue to ramp
up production and are on track with plans to open an additional
production line in July 2011.  We continue to expect to deliver
between 9,000 and 10,000 new railcars in fiscal 2011."

A full-text copy of thee Quarterly Report is available at no
charge at http://is.gd/FhEQCW

                       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.

                         *     *     *

As reported by the TCR on April 5, 2011, Moody's Investors Service
upgraded the ratings for The Greenbrier Companies Inc. Corporate
Family Rating to B3 from Caa1.  The upgrade of the CFR reflects
Moody's expectations that Greenbrier's earnings, revenues and
financial performance will improve over the next 12 to 18 months
as a result of growing demand for rail cars.  Greenbrier is well
position to benefit from improving industry conditions in the rail
car manufacturing and leasing businesses, where continued growth
in overall railroad freight volume will likely result in robust
demand growth for new railcars.

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.


EAST COAST: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: East Coast Development II, LLC
          dba 100 Block of Market Street, LLC
              Movies One, LLC
        P.O. Box 2277
        Wilmington, NC 28402

Bankruptcy Case No.: 11-02792

Chapter 11 Petition Date: April 8, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $24,792,275

Scheduled Debts: $12,172,815

The petition was signed by James A. McFarland, Jr., sole member.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ruth Mazurek                       Northwest Lands        $208,825
98-11 Queens Boulevard, Suite 1B   Project
Rego Park, NY 11374

Nancy Clayman                      Loans to Debtor        $151,500
802 Cordgrass Road
Hampstead, NC 28443

Nancy Clayman                      Accounts Payable       $131,038
802 Cordgrass Road
Hampstead, NC 28443

Cindy York, Esq.                   --                      $81,000

Brad Clayman                       Repair & Maintenance    $55,000

Brunswick County Tax Office        Ad Valorem Taxes        $12,933

Onslow County Tax Office           Ad Valorem Taxes        $12,407

Paramount Engingeering             Engineering of Deck     $12,202

New Hanover County Tax Office      Ad Valorem Taxes        $12,153

Fire Technologies, Inc.            Claim of Lien -          $5,112
                                   10 M 1791

Brian Geshickter, Esq.             Legal Services           $3,569

Pender County Tax Office           Ad Valorem Taxes           $354

State of North Carolina            Potential Recovery      unknown


EASTERN LIVESTOCK: Request to Extend Exclusive Periods Withdrawn
----------------------------------------------------------------
James A. Knauer, the Chapter 11 trustee appointed in the case of
Eastern Livestock Co., LLC, according to the Debtor's case docket,
has withdrawn his request to the U.S. Bankruptcy Court for the
Southern District of Indiana to extend the exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan.

On March 22, 2011, the trustee sought exclusive right to file and
solicit acceptances for the proposed plan until July 26, and
Sept. 26, respectively.  The hearing was scheduld for April 15, at
9:30 a.m.

                      About Eastern Livestock

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

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

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

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

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


ELEPHANT TALK: Rijkman Groenink Joins Board of Directors
--------------------------------------------------------
Elephant Talk Communications, Inc., announced that Rijkman
Groenink, a Dutch banker, investment expert and former CEO of ABN
AMRO Holding N.V., is joining the company's Board of Directors,
effective April 1.

"It will be a great pleasure to me as an independent director to
help advance Elephant Talk Communications, which operates such a
sophisticated mobile platform and has this extremely valuable
product offering for the financial services industry," said
Groenink.

Mr. Groenink, whose career spans nearly 35 years at ABN AMRO,
served for more than seven years as Chairman of the Managing Board
of ABN AMRO Holding N.V., a Dutch bank headquartered in Amsterdam.
Under Mr. Groenink's leadership, the bank has been streamlined to
focus on its core activities while also bolstering its operations
through successful acquisitions, such as Banco Sudameris in
Brazil, Delbruck & Co. and Bethmann Maffei in Germany, Michigan
National, and the acquisition of Banca Antonveneta.  In November
2007 he left as Chair at ABN AMRO, following the acquisition of
the bank by a consortium of banks, comprising of RBS, Fortis and
Santander, realizing exceptional value for shareholders.  He
joined AMRO in 1974 prior to its merger with ABN.

During his bank tenure Groenink served on many supervisory Boards
of Dutch and non-Dutch companies, and national and international
organizations, such as the UN Advisory Council on Inclusive
Finance and the Conference Board.  He continues to serve in
numerous directorships, memberships and advisory roles.

He is currently a partner in Atlas N.V., an investment vehicle of
Marcel van Poecke, formerly CEO and co-owner of Petroplus N.V.,
which he successfully sold through an IPO.

Mr. Groenink received a royal knighthood in 2006, when he was
appointed Officer in the Order of Oranje-Nassau by Her Majesty
Queen Beatrix of the Netherlands.  He was elected European Banker
of the Year 2005 by the Group of 20+1, a foreign correspondent
group of major European media based in Frankfurt.

Mr. Groenink received a law doctorate from the University of
Utrecht, a Diploma in Business Administration from Manchester
Business School, and a Diploma Honoris Causa M.B.A. in
International Business from the MIB School of Management in
Trieste, Italy.

Steven van der Velden, Chairman and CEO of ETAK, stated: "I am
delighted to welcome Rijkman Groenink to the Board of Elephant
Talk. He brings a wealth of expertise to both Elephant Talk and
ValidSoft Limited (a 100% subsidiary of ETAK).  I am privileged to
welcome someone with senior experience in the financial services
industry who has unique insight to the industry trends and needs
over the medium to long term.  Rijkman is joining us at a critical
time in our business.  He has recognized the opportunities that
ValidSoft solutions bring to the new converged world and will
drive those opportunities forward, together with Elephant Talk
mobile platforms' capabilities."  ValidSoft (www.validsoft.com),
based in Ireland, is a market leader in providing
telecommunications-based solutions to counter electronic fraud
relating to cards, the Internet, and telephone channels.

Van der Velden noted that the appointment of Groenink brings ETAK
closer to getting a majority independent board, which is among the
requirements to up-list the company to a national exchange.

                        About Elephant Talk

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

The Company reported a net loss of $92.48 million on $37.17
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.30 million on $43.65 million of revenue during
the prior year.

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

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


ELITE PHARMACEUTICALS: Completes 3rd Closing of Epic Alliance
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced that on March 31, 2011, the
company completed the third closing of the Strategic Alliance
Agreement with Epic Pharma, LLC, and Epic Investments, LLC, a
wholly-owned subsidiary of Epic Pharma, LLC, pursuant to the terms
in the Alliance entered into on March 18, 2009, and previously
disclosed.

Pursuant to the Alliance, Epic agreed to invest $3.75 million in
Elite through the purchase of Elite's Series E Preferred Stock and
common stock warrants.  In the March 31, 2011 closing, Epic made
the third $1.0 million payment of this total amount, acquired
1,000 shares of Series E Preferred Stock and received a warrant
registered to purchase up to 40,000,000 shares of Common Stock at
an exercise price of Six and 25/100 Cents ($0.0625) per share.

Under the Alliance (i) at least eight generic drug products will
be developed by Epic at Elite's facility with the intent of filing
abbreviated new drug applications for obtaining United States Food
and Drug Administration approval of those generic drugs, (ii)
Elite will be entitled to 15% of the profits generated from the
sales of such additional generic drug products upon approval by
the FDA, and (iii) Epic and Elite will share with each other
certain resources, technology and know-how in the development of
drug products, which Elite believes will benefit the continued
development of its current drug products.   Epic will also be
entitled to receive additional shares of Elite's Common Stock and
warrants to purchase shares of Elite's Common Stock upon
achievement of certain milestones relating to the eight additional
generic drug products being developed together.  The first of
these eight products has been filed with the FDA.

                   About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.


ELITE PHARMACEUTICALS: Announces 1st Shipment of Generic Tablets
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced that the initial shipment
of phentermine HCl 37.5 mg tablets, the generic version of
Adipex-P(R) 37.5 mg tablets, was made, triggering a milestone
payment under the License, Manufacturing and Supply Agreement with
Precision Dose and its wholly owned subsidiary TAGI Pharma, Inc.
TAGI Pharma will distribute the product as part of a multi-product
distribution agreement.

Phentermine HCl is a member of the amphetamine and phenethylamine
class.  It is an appetite suppressant used to help reduce weight
in obese patients when used short-term and combined with exercise,
diet, and behavioral modification.

For the most recent twelve months ending December 2010, Adipex-
P(R) and its generics had total U.S. sales of approximately $40
million according to IMS Health Data.

                       About TAGI Pharma, Inc.

TAGI Pharma was launched by Precision Dose in 2010 as a specialty
pharmaceutical company focused on the Retail Market Segment.  A
key component of TAGI Pharma's strategy is the leveraging of its
sales and distribution core competencies with the formation of
strategic partnerships that have product development and
manufacturing capabilities such as Elite.  The phentermine HCl
37.5 mg product represents the first of these initiatives, and the
Company expects an additional six product launches in the next six
months.   As the company sources products through development,
acquisition and licensing opportunities, key areas of focus will
be in the tablet, capsule and injectable dosage formats, with an
emphasis on controlled substances, where there are additional
barriers to entry.  TAGI Pharma is located in South Beloit,
Illinois, and additional information can be obtained from its Web
site www.tagipharma.com.

                   About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


ENERGYCONNECT GROUP: Incurs $2.75MM Net Loss in Jan. 1 Quarter
--------------------------------------------------------------
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
during the three months ended Jan. 2, 2010.  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 for the twelve months
ended Jan. 2, 2010.

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 of stockholders' equity.

A full-text copy of the press release announcing the 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.


ENVIRONMENTAL INFRASTRUCTURE: Converts $1MM Debt to 4.5MM Shares
----------------------------------------------------------------
Environmental Infrastructure Holdings Corp. entered into a Debt
Conversion agreement with 12 noteholders.  The agreement converts
$1,140,373 of principal and interest into 4,561,496 shares of the
Company's common stock at a conversion price of $0.25 per share.

A full-text copy of the Debt Conversion Agreement is available for
free at http://is.gd/Tk8UoS

               About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company's balance sheet at Sept. 30, 2010, showed
$1.30 million in total assets, $5.32 million in total liabilities,
and a stockholders' deficit of $4.02 million.  Stockholders'
deficit was $3.8 million at June 30, 2010.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses for the years ended Dec. 31, 2009, and
2008, and has a deficiency in stockholders' equity at Dec. 31,
2009.  The Company reported a net loss of $7.94 million on
$3.65 million of revenue for 2009, compared with net income of
$33,952 on $6.07 million of revenue for 2008.  Stockholders'
deficit was $2.83 million at Dec. 31, 2009.


FIRSTFED FINANCIAL: Confirmation Hearing Continued Until June 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until June 7, 2011, at 10:00 a.m., the hearing to
consider the confirmation of FirstFed Financial Corp.'s Plan of
Liquidation Dated as of Jan. 5.

The Debtor was previously scheduled to present the Plan
confirmation at a hearing on Feb. 15.

According to the Disclosure Statement, the Plan provides for the
disposition of all the assets of the Debtor's estate though the
establishment of a liquidating trust.  The remaining assets, to
the extent not converted to cash or other proceeds as of the
effective date, will be sold or otherwise disposed of by the
liquidating trustee after the effective date, with all net cash
proceeds to be distributed to holders of allowed claims.

Unsecured creditors with about $160 million in claims are expected
to have a 1.3% recovery, without regard for whatever might be
collected from tax refunds or lawsuits.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FirstFedFinancial_DS105.pdf

The Court also extended until May 27, the deadline for the Debtor
to (a) file and serve a memorandum and evidence in support of
confirmation of the Plan; and (b) file and serve the summary of
ballots received.

The Debtor related that it needed additional time to engage in
further solicitation and balloting prior to moving forward with
the confirmation of the Plan.  As of March 16, the Debtor has not
received sufficient votes accepting the Plan to have an accepting
impaires class.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and $10
million, and debts at $100 million and $500 million.


FRESNO PACIFIC: Judge Rimel Dismisses Chapter 11 Case
-----------------------------------------------------
Tim Sheehan at the Fresno Bee reports that a federal judge has
dismissed the bankruptcy case involving the owners of the Fresno
Pacific Towers, clearing the way for a change in ownership of the
downtown Fresno landmark.

According to the report, the 16-story, 86-year-old building -- the
former Security Bank building on downtown Fresno's Fulton Mall --
is the only asset owned by Fresno Pacific Towers Inc.  The Company
filed for bankruptcy to avoid foreclosure by its major creditor,
East West Bank of Pasadena.

The Fresno Bee notes the dismissal lifts a shield that prevented
East West Bank, which held a $4.5 million note on a 2006 loan
against the building, from foreclosing on the property.  The
ruling also bars the ownership corporation from filing for
bankruptcy again for at least six months.  Attorneys for East West
Bank plan to begin foreclosing on the building as soon as U.S.
Bankruptcy Court Judge Whitney Rimel signs the dismissal order,
said Michael Wilhelm, a Fresno attorney.

Mr. Wilhelm said he represents a client from Massachusetts who has
bought a 95% stake in the corporation that owns the building. That
client, who Wilhelm did not name, is seeking investors who will
try to buy the building and satisfy other creditors.  Whether the
building is foreclosed or Wilhelm's client buys it, a change in
ownership will end the day-to-day management of the building by
co-owner Saundra King.  She and her brother, San Luis Obispo
developer John King, and other partners bought the building in
1993, relates Mr. Sheehan.

Based in Fresno, California, Fresno Pacific Towers Inc. filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 11-
10522) on Jan. 18, 2011.  The Debtor disclosed $2 million in
assets, and $4.5 million in debts as of the Chapter 11 filing.


GAS CITY: Seeks Going Concern Sale, Wants Exclusivity Until June
----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District Of Illinois will convene a hearing on April 13,
2011, at 10:30 a.m. (Central time), to consider Gas City, Ltd., et
al.'s request to extend their exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan.

The Debtors are asking the Bankruptcy Court to extend their
exclusive periods until June 30, 2011, and July 30, respectively.
This is their second request for an extension of the exclusive
periods.

Absent an extension, the Debtors' exclusive filing period will
expire on April 20, 2011, and their exclusive solicitation period
will expire on May 20.

The Debtors relate that they intend to maintain a framework
conducive to an orderly, efficient and cost-effective going-
concern sale process and allow them time to conclude these Chapter
11 cases fairly and efficiently.

The Debtors add that they have devoted a substantial amount of
time and resources to, among other things, negotiating cash
collateral and sale procedures issues, negotiating a global
settlement with their creditors regarding the allocation and
distribution of sale proceeds, filing their schedules of assets
and liabilities and statements of financial affairs, and
conducting the marketing and going concern sale process.  Most
recently, on April 4, 2011, the Debtors held an auction for the
assets to be sold as part of the sale.  A hearing to approve the
sale is set for April 13.

                          About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, 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.


GELTECH SOLUTIONS: Plans to Sell FireIce and Skin Armour in China
-----------------------------------------------------------------
Peter Cordani, the chief technology officer and co-founder of
GelTech Solutions, Inc., appeared on Fox Business News' Countdown
to the Closing Bell with Liz Claman.  Mr. Cordani spoke about
certain topics including GelTech's proposed letter of intent with
a Chinese company to serve as the exclusive distributor of FireIce
and Skin Armour in China for a 10-year period and the metrics
including a minimum of $45.5 million in revenue if the Chinese
company maintains its exclusivity.  The opening order is expected
to be $500,000.

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.

The Company's balance sheet at Dec. 31, 2010, showed
$862,023 in total assets, $2,649,664 in total liabilities,
and a stockholders' deficit of $1,787,641.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.

In the Form 10-Q, the Company noted that as of Dec. 31, 2010, it
had a working capital deficit of $1,949,478, had an accumulated
deficit and stockholders' deficit of $12,412,626 and $1,787,641,
respectively, and incurred losses from operations of $2,568,513
for the six months ended Dec. 31, 2010 and used cash from
operations of $1,632,695 during the six months ended Dec. 31,
2010.  In addition, the Company has not yet generated revenue
sufficient to support ongoing operations.

"The continuation of the Company as a going concern is dependent
upon the continued financial support from its stockholders, the
ability of the Company to obtain necessary debt or equity
financing to continue operations, and the attainment of profitable
operations," GalTech said.


GEOS COMMUNICATIONS: BDP USA Raises Going Concern Doubt
-------------------------------------------------------
Geos Communications, Inc., filed on April 7, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

BDO USA, LLP, in Dallas, Tex.,, expressed substantial doubt about
Geos Communications' ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
positive cash flows from operations and has accumulated losses
since inception.

The Company reported a net loss of $12.4 million on $82,545 of
revenue for 2010, compared with a net loss of $12.5 million on $0
revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.8 million
in total assets, $24.8 million in total liabilities, and a
stockholders' deficit of $18.0 million

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

                       http://is.gd/gMY5rc

Southlake, Tex.-based Geos Communications, Inc.,'s primary
activities are as the operator of, and developer and distributor
of mobile content and services through its two subsidiaries Shoot-
It! LLC  and D Mobile, Inc.


GRAYSTONE COMPANY: Reports $1,156 Net Income in March 31 Quarter
----------------------------------------------------------------
The Graystone Company, Inc., filed its quarterly report on Form
10-Q, reporting net income of $1,156 on $43,426 of revenue for the
three months ended March 31, 2011.

The Company reported net income of $46,683 on $112,250 of revenue
for the period from inception to March 31, 2011.

The Company's balance sheet at March 31, 2011, showed $1.9 million
in total assets, $339,185 in total liabilities, and stockholders'
equity of $1.6 million.

"Management feels the limited history of the Company and its
future cash needs to implement its business plan raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in the filing.

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

                       http://is.gd/cuD9T6

The Graystone Company, Inc., was originally incorporated in the
State of New York on May 27, 2010, under the name of Argentum
Capital, Inc.   Graystone was reincorporated in Delaware on
Jan.  10, 2011, and subsequently renamed the Company to The
Graystone Company, Inc., on Jan. 14, 2011.  Graystone is domiciled
in the state of Delaware, and its corporate headquarters are
located in New York, New York.

The Graystone Company, Inc., is a holding company operating
various divisions engaged in a number of diverse business
activities.  The Company began operating in July 2010 under the
d/b/a paypercallexchange.com.  In November 2010, the Company began
operating separate division to provide consulting services.  In
January 2011, the Company began to operate a real estate division
and natural resources division.


GREAT ATLANTIC & PACIFIC: Stop & Shop Settles Non-Competition Suit
------------------------------------------------------------------
Great Atlantic & Pacific Tea Co. settled a lawsuit it filed on
April 4 alleging competitor Stop & Shop Supermarket Co. hired away
a senior executive in violation of a non-competition agreement.
Terms of the settlement weren't disclosed.  The accord was reached
on the eve of argument in federal district court on A&P's motion
for a preliminary injunction to bar the former executive, Frank
Vitale, from continuing to work for the competition.

The Debtor's lawsuit was reported in the April 8, 2011 edition of
the Troubled Company Reporter.  The suit alleges that Mr. Vitale
resigned Feb. 14 to work for Stop & Shop, and that he was subject
to an 18-month non-competition agreement under his employment
contract with A&P.

Mr. Rochelle relates that Stop & Shop, a subsidiary of
Netherlands-based supermarket operator Royal Ahold NV, argued that
Mr. Vitale was never subject to a non-competition agreement until
a few weeks before A&P's Chapter 11 filing when he was granted
allegedly worthless stock options.  Buried in the agreement, Stop
& Shop said, was a provision prohibiting him from working for a
competitor for 18 months after leaving A&P.  Stop & Shop asserted
that the non-competition agreement was overbroad and wouldn't have
been enforced even it weren't obtained through subterfuge.  Mr.
Vitale wasn't aware of the non-competition agreement until after
he began working for Stop & Shop, according to court papers.  Stop
& Shop said Mr. Vitale sought a job through a headhunter and is
making less than he earned at A&P.

                 About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREAT LAKES: Has $38.4 Million of Debt Payments Due in 2011
-----------------------------------------------------------
Great Lakes Aviation, Ltd., filed on April 5, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

KPMG LLP, in Denver, expressed substantial doubt about Great Lakes
Aviation's ability to continue as a going concern.  The
independent auditors noted that the Company has $38.4 million of
debt payments and maturities due in 2011, including a one-time
payment in the amount of $32.7 million due on June 30, 2011.  The
independent auditors said that the Company's cash flows from
operations are not sufficient to fund these debt obligations.

The Company reported net income of $5.1 million on $125.4 million
of revenues for 2010, compared with net income of $5.8 million on
$121.8 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $84.3 million
in total assets, $55.4 million in total liabilities, and
stockholders' equity of $28.9 million.

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

                       http://is.gd/Ea47SS

Cheyenne, Wyo.-based Great Lakes Aviation, Ltd., is a a regional
airline operating as an independent carrier and as a code share
partner with United Air Lines, Inc., and Frontier Airlines, Inc.
As of March 1, 2011, the Company served 56 airports in 14 states
with a fleet of six Embraer EMB-120 Brasilias and 32
Raytheon/Beech 1900D regional airliners.


H&HM INCORPORATED: Court Cites Flaws in Disclosure Statement
------------------------------------------------------------
In an April 3, 2011 Order, Bankruptcy Judge Thomas J. Tucker
directed H&HM Incorporated to amend the disclosure statement
explaining its Chapter 11 plan, citing a list of problems, which
the Debtor must correct.  The Debtor filed a First Amended
Combined Plan of Reorganization and Disclosure Statement on
March 29, 2011.  The amended combined plan and disclosure
statement were due to be filed April 7, 2011.

A copy of the Court's order is available at http://is.gd/2eKVOd
from Leagle.com.

H&HM Incorporated, dba Champs Auto Service, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 10-67908) on Sept. 6, 2010,
listing under $1 million in assets.  A copy of the Debtor's
petition is available at http://bankrupt.com/misc/mieb10-67908.pdf
Stephen Ramadan, Esq. -- steveramadan@yahoo.com -- at Beneficial
Legal Services, PLC in Saint Clair Shores, Michigan, serves as
counsel.


HARRY & DAVID: Seeks Approval of Backstop Deal With Noteholders
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Harry & David Holdings Inc.
is seeking to move forward with a backstop agreement that leaves
it on the hook for $1.1 million in breakup fees if the deal sours.
A group of senior noteholders -- which includes Wasserstein & Co.,
also one of the company's two private equity owners -- have agreed
to buy up any shares that go unsold during the company's proposed
$55 million rights offering.  With their support, the rights
offering is poised to generate enough money to repay Harry &
David's second-lien bankruptcy financing package and usher it out
of Chapter 11, but the noteholders want certain protections in
return for their commitment.

DBR relates that in papers filed last week, Harry & David formally
debuted the backstop deal, which incorporates a $1.1 million
breakup fee.  Harry & David would be required to dole out the
amount, in cash, to the noteholders under several triggers: for
example, if the company does not win confirmation of its plan by
September.

                         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.


HARRY & DAVID: U.S. Trustee Forms Seven-Member Creditors Committee
------------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Harry & David Holdings Inc.

The members of the Committee are:

   1) Pension Benefit Guaranty Corporation
      Attn: Craig Yamaoka
      1200 K Street, NW
      Washington DC 20005
      Tel: 202-326-4070 ext. 3614
      Fax: 202-842-2643

   2) Convergys Customer Management Group Inc.
      Attn: David R. Wiedwald
      201 East Fourth Street
      Cincinnati OH 45202
      Tel: 513-723-7830
      Fax: 513-651-5180

   3) RR Donnelley
      Attn: Dan Pevonka
      3075 Highland Parkway
      Downers Grove IL 60515,
      Tel: 630-322-6931
      Fax: 630-322-6052

   4) American List Counsel Inc.
      Attn: Peter DeRosa
      4300 US Highway 1 CN-5219
      Princeton, NJ 08543
      Tel: 609-580-2639
      Fax: 609-580-2613

   5) Simon Property Group, Inc.
      Attn: Ronald M. Tucker
      225 W. Washington Street
      Indianapolis, IN 46204
      Tel: 317-263-2346
      Fax: 317-263-7901

   6) Marich Confectionery Assoc.
      Attn: Roberty E. Bernosky
      2101 Bert Drive
      Hollister, CA 95023
      Tel: 831-801-5823
      Fax: 831-665-5703

   7) Wells Fargo, NA as Indenture Trustee for
      Senior Fixed Rate Notes
      Attn: James Lewis
      45 Broadway 12 Floor
      New York, NY 10006
      Tel: 212-515-5258
      Fax: 866-524-4681

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                         About 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.


HARVEST OIL: Suit v. Salsbury et al. Goes to Trial
--------------------------------------------------
The Harvest Group, LLC and Harvest Oil & Gas, LLC, v. Barry Ray
Salsbury, Brian Carl Albrecht, Shell Sibley, Willie Willard Powell
and Carolyn Monica Greer, Adv. Pro. No. 10-05009 (Bankr. W.D.
La.), involves claims for breach of representations and warranties
in two purchase and sale agreements executed in connection with
the sale of membership interests in The Harvest Group, LLC and
Harvest Oil & Gas, LLC.  The defendants are former members of
Harvest who sold their membership interests to Saratoga Resources,
Inc. in 2007.  The Defendants filed a motion for summary judgment
seeking dismissal of Harvest's claims.  Harvest has filed a cross-
motion for partial summary judgment.  The core issue raised by the
motions is whether Harvest's claims for breach of the
representations and warranties in the purchase agreements are
barred by the terms of those agreements.

In a March 31, 2011 Memorandum Ruling, Bankruptcy Judge Robert
Summerhays denied the Defendants' motion for summary judgment.
The Court also denied Harvest's cross-motion for partial summary
judgment.  The Court cannot decide on the reasonableness of the
notice of claim provided by Harvest as a matter of law based on
the summary judgment record because the question of reasonableness
raises genuine issues of material fact.  Moreover, there are
genuine issues of material fact with respect to Harvest's right to
indemnification.

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

                          About Harvest Oil

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.

In December 2009, Judge Robert Summerhays confirmed Harvest Oil's
second amended plan of reorganization.  The plan provided for 100%
recovery to general unsecured creditors.


HEDGES WAY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hedges Way Inc.
        8531 Hedges Way
        Los Angeles, CA 90069

Bankruptcy Case No.: 11-25460

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: William H. Brownstein, Esq.
                  WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
                  1250 Sixth St Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-25460.pdf

The petition was signed by Fredrik Broberg, president.


HIROYOSHI WORLDWIDE: EFP Rotenberg Raises Going Concern Doubt
-------------------------------------------------------------
Horiyoshi Worldwide, Inc., filed on April 8, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

EFP Rotenberg, LLP, in New York, expressed substantial doubt about
Hiroyoshi Worldwide's ability to continue as a going concern.  The
independent auditors noted that as of Dec. 31, 2010, the Company
has accumulated losses of $836,645.

The Company reported a net loss of $595,581 on $496,083 of revenue
for 2010, compared with a net loss of $239,734 on $30,633 of
revenue for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $6.7 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $4.2 million.

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

                       http://is.gd/EKvkdL

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., through its
wholly owned subsidiary, Horiyoshi the Third Limited, a Hong Kong
corporation, is engaged in the design and production of the
"Horiyoshi collection", a luxury clothing and accessories line
based on the artistry of world renowned Japanese Tattoo Master,
Horiyoshi III.


HOVNANIAN ENTERPRISES: Plans to Offer $200MM of Securities
----------------------------------------------------------
Hovnanian Enterprises, Inc., said in a Form S-3 filing with the
U.S. Securities and Exchange Commission that it may offer and sell
from time to time $200,000,000 of securities, in one or more
series:

     * Preferred Stock;

     * Class A Common Stock (along with Preferred Stock Purchase
       Rights);

     * Depositary Shares;

     * debt securities consisting of notes, debentures or other
       evidences of indebtedness, which may be senior debt
       securities, senior subordinated debt securities or
       subordinated debt securities, and which may be convertible
       into, or exchangeable or exercisable for, any of the other
       securities'

     * warrants to purchase the Company's Preferred Stock, the
       Company's Class A Common Stock, the Company's Depositary
       Shares or the Company's debt securities;

     * Stock Purchase Contracts;

     * Stock Purchase Units; and

     * Units, comprised of two or more of any of the securities
       referred to herein, in any combination.

The Company's wholly-owned subsidiary, K. Hovnanian Enterprises,
Inc., may offer and sell from time to time, in one or more series:

     * debt securities, consisting of notes, debentures or other
       evidences of indebtedness, which may be senior debt
       securities, senior subordinated debt securities or
       subordinated debt securities, which in each case will be
       fully and unconditionally guaranteed by Hovnanian
       Enterprises, Inc., and which may be convertible into, or
       exchangeable or exercisable for, any of the other
       securities;

     * warrants to purchase K. Hovnanian Enterprises, Inc., debt
       securities, which will be fully and unconditionally
       guaranteed by Hovnanian Enterprises, Inc.;

     * Units, comprised of two or more of any of the securities
       referred to herein, in any combination.

Hovnanian Enterprises, Inc., debt securities or warrants or the
debt securities or warrants issued by K. Hovnanian Enterprises,
Inc., may be guaranteed by substantially all of the Company's
wholly-owned subsidiaries and may be issued either separately, or
together with, upon conversion of, or in exchange for, other
securities.

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

                        http://is.gd/Snprjj

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion
in total assets, $2.07 billion in total liabilities and a
$401.29 million total deficit.

                           *     *     *

Hovnanian carries a 'CCC' Issuer Default Rating from Fitch
Ratings.  Fitch said in February 2011, "While Fitch expects
somewhat better prospects for the housing industry this year, the
Rating Outlook for HOV remains Negative given the challenges still
facing the housing market, which are likely to meaningfully
moderate the early stages of this recovery, and the company's
still substantial debt position and high leverage."

Hovnanian has a 'Caa1' corporate family rating from Moody's.
Moody's said in January 2011 that the rating reflects Moody's
expectation that Hovnanian's cash flow generation, which became
negative in fiscal 2009 and turned positive but remained weak in
fiscal 2010, will be followed by another year of cash burn in
fiscal 2011, as the company ramps up its lot purchases without any
significant offset from earnings.

Hovnanian carries a 'CCC+' corporate credit rating from Standard &
Poor's.


HOWELL & MCNEIL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Howell & McNeil Development, LLC
        410 N. Santa Cruz Avenue
        Los Gatos, CA 95030

Bankruptcy Case No.: 11-53338

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: William J. Healy, Esq.
                  CAMPEAU, GOODSELL AND SMITH
                  440 N 1st St. #100
                  San Jose, CA 95112
                  Tel: (408) 295-9555
                  E-mail: whealy@campeaulaw.com

Scheduled Assets: $500,000

Scheduled Debts: $2,749,013

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

The petition was signed by Gregory Howell, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Corte de Rosa Homes                    11-53334   04/08/11


INDIANAPOLIS DOWNS: Seeks Court OK for $103.125M Secured Financing
------------------------------------------------------------------
BankruptcyData.com reports that Indianapolis Downs filed with the
U.S. Bankruptcy Court a motion for interim and final orders
authorizing the Debtors to obtain post-petition secured financing
in the amount of $103.125 million from a group of lenders led by
Wells Fargo.  BData relates that the loan would accrue interest at
Libor plus 400 basis points with a 100 bps Libor floor.  The
facility will be used to maintain the stability of business
operations while lowering the interest expense associated with the
Debtors' existing indebtedness.  The Court then granted the
debtors interim access to $5 million of the $103 million.  The
final hearing on the matter is scheduled for April 26, 2011.

Meanwhile, the U.S. Bankruptcy Court signed an order Authorizing
Indianapolis Downs to retain Epiq Bankruptcy Solutions and claims
and noticing agent.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race 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, 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 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.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Lazard Freres & Co. LLC is the
investment banker.  Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel.  Kobi Partners, LLC,
is the restructuring services provider.  FD U.S. Communications,
Inc., is the corporate communications consultant.  Epiq Bankruptcy
Solutions is the claims and notice agent.


INNKEEPERS USA: Files Disclosure for June 23 Confirmation
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Innkeepers USA Trust filed its Chapter 11 plan and explanatory
disclosure statement on April 8, to meet the deadline under the
commitment agreement approved by the bankruptcy judge in New York
in March.  There will be a May 10 hearing for approval of the
disclosure statement.  Innkeepers is aiming for approval of the
plan at a June 23 confirmation hearing.

Mr. Rochelle relates that the Plan is actually five plans wrapped
in one. The primary portion of the plan covers 65 hotels, where
ownership is slated for transfer to Lehman Ali Inc. and Five Mile
Capital Partners LLC.  The Anaheim and Ontario Hilton hotels would
be sold or turned over to the secured lenders.  For the remaining
five hotels, the parties are "exploring multiple options,"
according to court papers.  There is to be an auction on May 2 to
determine if there is a better offer for the 65 hotels.  Bids for
all 72 hotels, single properties, or combinations may also be
taken on May 2.  A court filing says the parties "anticipate" a
competing bid for the entire group of hotels. Preliminary bids are
due April 25.

According to Mr. Rochelle, the disclosure statement says that
Midland Loan Services Inc., as servicer for $825 million of fixed-
rate mortgage debt on 45 properties, will have a 75% recovery from
being given mortgages for $622.5 million on revised terms.  Lehman
Ali, a non-bankrupt subsidiary of Lehman Brothers Holdings Inc.,
is slated for a 91% recovery on its $238 million in floating-rate
mortgages on 20 properties.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNKEEPERS USA: Seeks Approval of IP Dispute Settlement
-------------------------------------------------------
BankruptcyData.com reports that Innkeepers USA Trust filed with
the U.S. Bankruptcy Court a motion for approval of a settlement
agreement with Copeland's of New Orleans regarding disputes
related to certain intellectual property surrounding a New Jersey
restaurant owned by the Debtors named Copelands.

Under the agreement, BData relates, the Debtors will cease using
the name "Copeland" and will remove such marks from the restaurant
and the hotel, and will transfer and assign all rights to the
internet domain name to Copeland's.  In return, all related claims
and disputes will be released.

                      About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INTEGRATED FREIGHT: Acquires Cross Creek Trucking
-------------------------------------------------
Integrated Freight Corp. announced the acquisition of Cross Creek
Trucking, a Medford, Oregon based refrigerated freight hauler.  In
operation since 1986, Cross Creek was founded with just a few
trucks and the goal of helping small farmers and receivers along
the I-5 corridor.  They have since expanded to a fleet of over 115
late model tractors, 170 refrigerated trailers, and 30 dry
trailers with 2010 revenues of approximately $28M.  Cross Creek
currently serves customers across the country, with a strong
presence in Oregon, Washington, California, Utah, Nevada,Idaho,
and Nebraska.

"We're very excited about this acquisition by Integrated Freight,"
said Michael DeSimone, president and founder of Cross Creek
Trucking.  "While we have been a very successful carrier within
our own geographical region, joining Integrated's team will allow
our customers, our employees, and our company to access numerous
additional opportunities nationwide.  With the support of
Integrated Freight's network of carriers, we will be able to take
advantage of greater freight capacity, access a larger customer
base, and enjoy the bulk cost savings that Integrated will
provide.  Locally, we will continue to provide the same safe,
reliable service to our clients in the Western United States that
we have been for the past 25 years.  Nationally, we're ready to
expand our base of operations, continue to improve shipping
options for our customers, and help to grow Integrated Freight
into one of the nation's premier dry and refrigerated freight
companies."

The acquisition of Cross Creek Trucking will increase Integrated
Freight's nationwide fleet to over 300 tractors and 650 trailers
while expanding the Company's shipping reach into the Pacific
Northwest.  The transaction is effective as of April 1st and was
completed with a combination of cash, equity, and debt.

"Strategically, Cross Creek fits in perfectly with what we're
trying to build here at Integrated," said Paul Henley, CEO of
Integrated Freight.  "We've kept our eyes open for a successful
and well respected operator in this region of the country, and
they fill that need exceptionally well.  The combination of Cross
Creek with our current operators will result in more routes,
additional customers, and a better bottom line across the fleet."

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


JOHN KUHNI: Utah Court Confirms Amended Exit Plan
-------------------------------------------------
The Bankruptcy Court held that the Amended Plan of Reorganization
filed by John Kuhni Sons, Inc., on Feb. 23, 2011, complies with
all the provisions of Sec. 1129 and other Bankruptcy Code
provisions, and meets the requirements for confirmation.  "An
appropriate order will be entered confirming the Plan," the Court
said in a March 30, 2011 Findings of Fact and Conclusions of Law.

The Court held a hearing on March 30 to consider confirmation of
the Amended Plan.  Paccar Financial Corporation filed the lone
Plan confirmation objection, which was later resolved.

A modification to the Plan was submitted on March 30.  The changes
to the Plan contained in the Modified Plan were made in response
to issues raised by particular creditors, to comply with the
Bankruptcy Code, or to correct typographical errors.  The changes
were de minimis, and did not materially adversely affect creditors
in the case.

A copy of the Court's Findings of Fact and Conclusions of Law is
available at http://is.gd/Rha0Lcfrom Leagle.com.

John Kuhni Sons, Inc., in Nephi, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-29038) on July 3, 2010,
represented by Adam Affleck, Esq., and Ted Cundick, Esq. --
tec@princeyeates.com -- at Prince, Yeates & Geldzahler.  In its
petition, the Debtor listed $1 million to $10 million in assets
and debts.  JP Morgan Chase Bank, N.A. and its affiliates are
represented by David Leta, Esq. -- dleta@swlaw.com -- at Snell &
Wilmer.

An Official Unsecured Creditors' Committee has been appointed in
the case.


KARYKEION INC: CBA Dispute Arises in Facility Sold to Avanti
------------------------------------------------------------
District Judge Otis D. Wright II issued a preliminary injunction
order directing Avanti Health System, LLC, CHHP Holdings II, LLC,
and CHHP Management, LLC, to recognize and, on request, bargain
collectively and in good faith with the California Nurses
Association as the exclusive collective-bargaining representative
of employees at a hospital facility Avanti et al. purchased in the
bankruptcy Karykeion, Inc. in March 2010.  The prior CBA was
rejected by Karykeion.

James F. Small, the Regional Director of Region 21 of the National
Labor Relations Board filed the Petition for Injunctive Relief for
and on behalf of the Board.

The case is Small ex rel. National Labor Relations Board v. Avanti
Health System, LLC, et al., Case 2:11-cv-01349 (C.D. Calif.).  A
copy of Judge Wright's March 28, 2011 Order is available at
http://is.gd/08jaKBfrom Leagle.com.

                          About Karykeion

Headquartered in Studio City, California, Karykeion Inc. operated
two hospitals known as Community Hospital of Huntington Park and
Mission hospital of Huntington Park.  Karykeion purchased
Community and Mission from Tenet Healthcare Corporation.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2008 (Bankr.
C.D. Calif. Case No. 08-17254), represented by Michael H. Weiss,
Esq., at Fainsbert Mase & Snyder LLP.  The Official Committee of
Unsecured Creditors retained Buchalter Nemer P.C. as its counsel.
When the Debtor filed for protection from its creditors, it
estimated its assets and debts between $10 million and
$50 million.


KELO ENTERPRISE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kelo Enterprise, LLC
        680 S. Pacific Coast Highway
        Laguna Beach, CA 92651

Bankruptcy Case No.: 11-14950

Chapter 11 Petition Date: April 7, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Lee S. No, Esq.
                  LAW OFFICES OF LEE S. NO
                  10866 Beach Blvd
                  Stanton, CA 90680
                  Tel: (916) 484-5870
                  Fax: (916) 484-5871
                  E-mail: lee@ohnolaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-14950.pdf

The petition was signed by Keo Jae Lee, managing member.


KERNER OPTICAL: Edmeades-Controlled Firm in Chapter 11
------------------------------------------------------
Loralee Stevens at the North Bay Business Journal reports that
following a few rough years, Kerner Optical LLC briefly closed
before being taken over by a new group of owners led by the
managing partner Eric Edmeades.

Based in San Rafael, California, Kerner Optical LLC is a contract
provider of movie special effects for Lucas films, commercial film
makers and event producers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-10413) on Feb. 4, 2011.  Judge Alan
Jaroslovsky presides over the case.  David N. Chandler, Esq., at
Law Offices of David N. Chandler, represents the Debtor.  The
Debtor disclosed $798,964 in assets, and $4,315,208 in debts in
its schedules.


KREMCO INC: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Bob Sanders at New Hampshire Business Review notes that
Kremco Inc., Lochmere, filed for Chapter 7 bankruptcy protection
in New Hampshire, listing assets of less than $50,000, and
liabilities of between $50,000 and $100,000.


KUHN MECHANICAL: Owner Wants to Rescind Chapter 11 Filing
---------------------------------------------------------
David Allen Seaton at the Winfield Daily Courier reports that
Arkansas City commissioner Mell Kuhn, owner of Kuhn Mechanical
Inc., said that the Chapter 11 bankruptcy filing was a mistake and
that he would rescind the request.

"We're in the process of reversing bankruptcy, it was mistake,"
Source quotes Mr. Kuhn as saying.  Mr. Kuhn filed for bankruptcy
because he thought it could help him with $120,000 in unpaid
payroll taxes to the Internal Revenue Service.

Kuhn Mechanical Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Kan. Case No. 11-10765) on March 26, 2011.  See
http://bankrupt.com/misc/ksb11-10765.pdf


LANDMARK MEDICAL: Receives Bids from Four Hospital Companies
------------------------------------------------------------
The Providence Journal Co.'s projo.com reports that four out-of-
state for-profit hospital companies have placed bids to purchase
Landmark Medical Center and the Rehabilitation Hospital of Rhode
Island.  A fifth, based in Alabama, wants to buy the rehab
hospital only, the report says.

The Providence Journal relates that Jonathan N. Savage, the court-
appointed special master for the hospital, provided the bids to
the Superior Court and the media on April 6.

According to the report, Judge Michael A. Silverstein has
scheduled a two-day hearing for April 14 and 15 to publicly review
the bids.

The Providence Journal discloses that the bidders for both
hospitals are Prime Healthcare Services of Ontario, Calif.; as
well as RegionalCare Hospital Partners; Transition HealthCare; and
Capella Healthcare, all of Franklin, Tenn.  In addition,
HealthSouth, based in Birmingham, Ala., has submitted a bid to buy
the Rehabilitation Hospital of Rhode Island only.

Landmark has been under court supervision, a kind of receivership,
since it came to the brink of bankruptcy in 2008.  It has been
also seeking for a buyer for two and a half years.

Landmark Medical Center is a 214-bed hospital based in Woonsocket,
Rhode Island.  It has between 1,200 and 1,300 full- and part-time
employees.


LEHMAN BROTHERS: Noteholders Consider Proposing Bankruptcy Plan
---------------------------------------------------------------
A group of creditors is considering proposing a bankruptcy plan
for Lehman Brothers Holdings Inc. that would compete against two
other proposals, according to an April 7, 2011 report by
Bloomberg News.

The Lehman Brothers Treasury BV noteholders, according to
Bloomberg, did not specify which entities might propose the third
bankruptcy plan, which would compete against the restructuring
plans proposed by LBHI and by the so-called ad hoc group of
Lehman Brothers creditors.

The noteholders -- which include Deutsche Bank AG; Morgan Stanley
Capital Services, Inc., and Morgan Stanley & Co. International
plc; D.E. Shaw Composite Portfolios L.L.C., D.E. Shaw Oculus
Portfolios, L.L.C., Goldman Sachs Bank USA, and Goldman Sachs
International; Credit Agricole CIB; Credit Suisse International;
The Royal Bank of Scotland plc; Oaktree Capital Management, L.P.,
and Silver Point Capital, L.P. -- said the group that is
"seriously considering" proposing the bankruptcy plan includes
certain of the noteholders, Bloomberg reported.

LBHI is scheduled to ask Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to approve at the
June 28 hearing a disclosure statement explaining its proposed
plan as well as a process for the solicitation of votes from
creditors.

Under LBHI's revised plan filed in January, creditors that hold
senior unsecured claims against the company would recover 21.4%
of their claims, up from 17.4% in the initial plan.  The
company's general unsecured creditors would recover 19.8% of
their claims, which is a 14.7% increase from what was previously
proposed in the initial plan.

Under the rival plan proposed by the ad hoc group of Lehman
creditors, which includes the pension fund California Public
Employees Retirement System and hedge fund Paulson & Co, senior
creditors with claims against LBHI would recover about 24.5%.

The larger recovery results from substantive consolidation where
all assets are thrown into one pot and creditors receive a
similar distribution regardless of the Lehman company that owed
the debt.

Goldman Sachs Group Inc. and other banks with derivative claims
against Lehman have drafted a competing payment plan and may file
it by next week, Bloomberg reported, citing a person familiar
with the matter as its source.

In a related development, Bank of America N.A. asked Judge Peck
to consider any competing plan and disclosure statement
simultaneously with LBHI's proposed plan.

"Given the number of creditors involved, it is essential that any
competing plans be solicited simultaneously so as to avoid
needless expense and confusion," said the bank's lawyer, Fredric
Sosnick, Esq., at Shearman & Sterling LLP, in New York.

"Allowing one timely filed plan to be solicited before other
timely filed plans would give the plan that is solicited first an
unwarranted advantage," Mr. Sosnick said in a court filing.

Bank of America made the statement following the filing of a
motion by the ad hoc group of Lehman Brothers creditors to
approve the disclosure statement explaining its proposed plan for
LBHI and its affiliated debtors.  The group wants its disclosure
statement be considered at the June 28 hearing, along with LBHI's
plan.

Other Lehman creditors, which include a group of companies led by
Morgan Stanley Capital Services Inc., also filed papers calling
for rival plans to be considered along the same timeline as
LBHI's plan.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Parties Oppose Plan Discovery Procedures
---------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, and more than a
dozen creditors and parties-in-interest in Lehman Brothers'
bankruptcy cases object to the proposed plan discovery procedures.

The U.S. Trustee is seeking full participation in the discovery
process in connection with the confirmation of the Debtors'
proposed restructuring plan.

In court papers, Andrea Schwartz, Esq., trial attorney, asked
Judge James Peck to order the Debtors to fix their proposed
procedures to allow full participation of the U.S. Trustee.

Ms. Schwartz said there are certain areas where participation of
the U.S. Trustee is not being required, which include identifying
current employees to be deposed and providing topics for
depositions of other participants in the discovery process.

Ms. Schwartz also wants the Debtors to clarify that the U.S.
Trustee may disclose information obtained through discovery under
applicable laws and that the information may be used in
connection with "civil or criminal law enforcement matters."

The proposed procedures also drew flak from State Street Bank and
Trust Company, Giants Stadium LLC, The Association of German
Banks, a group of companies led by Newport Global Advisors LP.,
CarVal Investors UK Limited, Giants Stadium LLC, and an ad hoc
group of Lehman Brothers Creditors.

The creditors complained, among other things, that it is
inappropriate for the Debtors to serve any coordinating function
for creditors and for depositions to proceed while there are
unresolved disputes regarding document discovery.  They also
called for the extension of certain deadlines proposed by the
Debtors under the procedures.

The Ad Hoc Group, specifically, said that it has a number of
unresolved objections to the protocol proposed by the Debtors,
namely: the Court should not approve broad advance prohibitions
on discovery from the Debtors and the Court should approve
procedures that ensure as much finality and efficiency as
possible in the discovery process.

Liquidators of the Debtors' foreign affiliates object to the
proposed discovery procedures and assert that the plan discovery
procedures should not include the discovery for the valuation,
estimation or allowance of claims against the Debtors.

Stephen Parbery and Neil Singleton, in their capacity as the
court-appointed Liquidators of Lehman Brothers Australia Limited,
complained that it would appear to be particularly onerous for LB
Australia to be forced to participate in the complex Plan
discovery process to resolve its claims, they pointed out.  The
issues relevant to the resolution of LB Australia's claims may
have no connection to the factual issues relevant to confirmation
of the Plan, they added.

PricewaterhouseCoopers AG, Zurich, as bankruptcy liquidator and
foreign representative of Lehman Brothers Finance AG, in
Liquidation, also known as Lehman Brothers Finance SA, in
Liquidation, a Swiss corporation, filed papers with the Court
saying it takes strong exception to the Debtors' transparent
effort to transform the liquidator's objections to the LBF
guarantee and intercompany claims into plan confirmation issues,
and to then use the discovery procedures to limit its due process
rights to a full and fair consideration of those claims.

Dan Schwarzmann, in his capacity as the duly authorized
provisional liquidator of Lehman Re Ltd., requests the Court to
limit the scope of the proposed discovery procedures to discovery
in connection with the confirmation of the Debtors' plan of
reorganization or any alternative plan, and to clarify that the
discovery procedures do not govern any discovery in connection
with the valuation, estimation, or allowance of any claim against
the Debtors.

Paul Brough, Edward Simon Middleton, and Patrick Crowley, the
Joint and Several Liquidators of the Lehman Hong Kong Entities in
Liquidation, Chay Fook Yuen, Bob Yap Cheng Ghee and Tay Puay
Cheng as liquidators for Lehman Brothers Asia Pacific (Singapore)
Pte. Ltd. and certain of its affiliates, asserted that the
Discovery Procedures should be modified so that discovery
relating to claims allowance and claims estimation are excluded
from the Discovery procedures.

The joint administrators of Lehman Brothers International
(Europe) and its affiliates support the proposed discovery
procedures but reserved their rights to object or otherwise
respond to the Procedures Motion.

In a related development, the Debtors filed with the Court a
revised order approving the implementation of the proposed
procedures.  A copy of the proposed order is available for free
at http://bankrupt.com/misc/LBHI_PropOrderPlanDiscoveryProc.pdf

The revised proposed order drew flak from creditors, including a
group led by ABC Assicura Societa per Azioni, and a group of
Lehman creditors led by Deutsche Bank AG.

The creditor group led by Deutsche Bank objects to the revised
proposed order in two aspects: (1) the Debtors one-way proposal
to immunize from discovery certain categories of non-privileged
information that are critical to an evaluation of the Debtors'
Plan and to avoid the Debtors' preparation of any privilege logs,
and (2) the Debtors' refusal to consent to the appointment of the
Creditors' Committee to fill the role of coordinating counsel
even though the Committee is most qualified to carry out the
mandate and is ready, willing, and able to do so.  The Bank of
New York Mellon Trust Company, N.A., as indenture trustee for the
holders of the Main Street Bonds, joins the creditor group's
objection.

Barclays Capital Inc. reserved their rights to object to the
discovery procedures, as revised.

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

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: To Accept $1.5 Mil. from BofA to Settle Lawsuit
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. seek court approval of a settlement agreement with
Bank of America N.A. in connection with a pending lawsuit
involving the companies.

Bank of America filed the lawsuit in 2008, which seeks a
declaratory judgment that it did not violate the automatic stay
when it set off more than $509 million against LBHI's alleged
debt to the bank.  The $509 million represents the balance in
Lehman's overdraft accounts and four other accounts maintained
with Bank of America, and another account not owned by LBHI.

As of Nov. 10, 2008, the overdraft accounts combined held
approximately $501.8 million while the four accounts combined
held approximately $7 million.

Late last year, the U.S. Bankruptcy Court for the Southern
District of New York handed down a decision dismissing the
lawsuit and granting the Lehman units' proposed summary judgment
on their counterclaims.  The ruling reserved for further
proceedings the questions of damages, attorneys' fees and costs
relating to the stay violation by Bank of America.

Under the settlement agreement, Bank of America is required to
pay $1.5 million to LBHI in exchange for a release of claims by
the Lehman units and the Official Committee of Unsecured
Creditors for damages and other charges related to Bank of
America's setoff as to the overdraft accounts and the four
accounts.

In connection with the lawsuit, the Lehman units agreed not to
seek the return of the funds set off from the four accounts
against LBHI's alleged debt to Bank of America.

A copy of the settlement agreement is available for free
at http://bankrupt.com/misc/LBHI_BofASettlement.pdf

The Court will hold a hearing on May 18, 2011, to consider
approval of the proposed settlement.  The deadline for filing
objections is April 15, 2011.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Fee Committee Wins OK for Godfrey as Counsel
-------------------------------------------------------------
The committee overseeing the fees and expenses of professionals
retained in Lehman Brothers Holdings Inc.'s Chapter 11 cases,
received the Bankruptcy Court's authority to employ Godfrey & Kahn
S.C. as its counsel.

The fee committee tapped the law firm to provide legal and
administrative support services including representing the
committee in connection with:

  (1) monitoring, reviewing or objecting to the fees and
      expenses of the retained professionals;

  (2) establishing measures to help the Court ensure that
      compensation and expenses paid are "reasonable, actual,
      and necessary;"

  (3) reviewing all monthly statements and fee applications
      submitted by the professionals since the bankruptcy
      filing;

  (4) interposing objections to and being heard in any hearing
      or other proceedings to consider applications for fees and
      reimbursement of expenses filed by the professionals to
      the extent permitted by the bankruptcy law;

  (5) serving objections to monthly statements, in whole or in
      part, precluding the payment of the amount questioned;

  (6) preparing applications in connection with the fee
      committee's retention of other professionals and
      consultants;

  (7) conducting discovery in the event of a contested matter
      between the fee committee and any professional;

  (8) negotiating with the professionals regarding objections to
      fee applications and monthly statements and resolving
      those objections;

  (9) presenting reports to the professionals with respect to
      the fee committee's review of applications before filing
      an objection to applications for compensation;

(10) filing summary reports periodically with the Court on the
      professionals' applications;

(11) establishing guidelines and requirements for the
      preparation and submission to the fee committee of non-
      binding budgets by the professionals; and

(12) attending meetings between the fee committee or its
      chairman and the professionals.

Godfrey & Kahn will be paid a flat fee of $250,000 each month.
Payment for the services of Richard Gitlin, who replaced Kenneth
Feinberg as fee committee's independent member, will be taken
from the flat fee.

The flat fee won't include the expenses of Godfrey & Kahn and the
independent member, or the fees and expenses of any other
consultants and auditors already retained by the fee committee or
subsequently retained.

The $250,000 monthly fee won't include the actual fees and
expenses incurred in connection with the appointment of the new
independent member and the Fee committee's counsel, resolution of
issues related to the applications for payment of fees and
reimbursement of expenses, among other things.

In an affidavit, Brady Williamson, Esq., a shareholder and member
of Godfrey & Kahn's board of directors, assures the Court that
his firm does not hold interest adverse to the Debtors and their
estates.

                      Fee Review Protocol

The Fee Review Committee has sought a court order approving
changes to the fee protocol.

Timothy Nixon, Esq., at Godfrey & Kahn S.C., in Milwaukee,
Wisconsin, says the proposed changes to the protocol "will
facilitate the discharge of the fee committee's duties and allow
for more efficient and timely resolution of disputes and issues."

Specifically, the proposed changes will allow the fee committee
to monitor, review and object to fee applications, ensure that
the fees and expenses paid to the professionals are "reasonable,
actual and necessary," among other things.

A full-text copy of the document containing the changes made to
the fee protocol is available without charge at:

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

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: SunCal Wins Auction for 3 Developments
-------------------------------------------------------
An investment affiliate of SunCal emerged as the winning bidder
for three stalled Southern California real-estate projects the
land developer began building with Lehman Brothers Holdings Inc.,
Dow Jones reported, citing people familiar with the matter as its
source.

SunCal's bid of $71 million beat out the $60 million offer of
Terra Verde Group, which served as the lead bid at the bankruptcy
auction that started Wednesday.

The three projects encompass more than 2,000 hectares in Southern
California, which include McAllister Ranch, an 838-hectare
planned residential community near Bakersfield, and McSweeny
Farms and SummerWind Ranch in Riverside County, according to the
report.

Lehman was both an equity partner and lender of the projects.  In
2006, the company and other senior lenders provided the SunCal
projects at issue more than $300 million.

Lehman and SunCal, a family-owned developer based in Irvine,
California, were allies during the California real-estate boom.
The investment bank pumped more than $2.3 billion of financing
for SunCal projects, according to the report.

In recent years, however, the two have fallen out with SunCal's
Bruce Elieff, whose family controls the SunCal projects, claiming
Lehman reneged on financing commitments.  Lehman says SunCal
failed to maintain the projects, DowJones reported.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEONARD WALLACE: Idaho District Court Affirms Case Dismissal
------------------------------------------------------------
District Judge B. Lynn Winwill affirmed the Bankruptcy Court's
dismissal of the bankruptcy cases of Leonard O. Wallace and Pamela
J. Wallace.  Norman Hayes and the United States Trustee sought
dismissal of the case.  The Bankruptcy Court granted the Motion to
Dismiss on Jan. 26, 2010.

A copy of the District Court's March 30, 2011 Order is available
at http://is.gd/k869Gwfrom Leagle.com.

Post Falls, Idaho-based Leonard O. Wallace and Pamela J. Wallace
filed a joint voluntary Chapter 11 petition (Bankr. D. Idaho Case
No. 09-20496) on May 14, 2009.  Bruce A. Anderson, Esq.,
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


LITHIUM TECHNOLOGY: Inks Strategic Alliance With FN Research
------------------------------------------------------------
Lithium Technology Corporation entered into a strategic alliance
with Frazer-Nash Research Ltd. and its affiliates for the supply
of large format Lithium-Ion cell battery packs with proprietary
battery management systems cells for automotive applications.  The
two parties executed several definitive agreements relating to
this strategic alliance on March 30, 2011, and closed the
transaction on April 1, 2011.  A member of the FN Group previously
invested $2 million in equity of LTC in October, 2010, as
previously reported by LTC.

The initial amount of cells will be used to build a test fleet of
Plug-in Hybrid Vehicles with range extender as well as a certain
number of Electric Vehicles for an Asian vehicle manufacturer.  As
part of this program FN Research will supply its proprietary
battery management system as well as its proprietary electric and
hybrid electric drive train.

This test fleet will be built using LTC's and FN Research's time-
tested and proven technologies for data gathering and refinement
before embarking on mass production.

As part of the strategic alliance, pursuant to the terms of the
Securities Purchase Agreements between LTC and affiliate members
of the FN Group, the FN Group has agreed to provide $10 million of
fresh capital to LTC, $5 million in the form of a purchase of
LTC's common equity (including the $2 million purchased on 25
October 2010) and $5 million in the form of a committed
convertible loan facility.  After the closing of the common equity
investment, the FN Group holds an initial equity stake of 10.25%,
which will increase to 35.00% if and when the convertible loan
facility is fully funded and converted into common equity.  This
initial equity stake also includes the initial commercial supply
contracts for delivery of battery cells between LTC and FN
Research.  The fresh capital will be used primarily for the
construction of a volume production facility for LTC's large
format Lithium-Ion cells and general corporate development.

Before becoming a strategic investor in LTC, FN Research had been
a customer of LTC for several years.  The long-term positive
experience with LTC's large format Lithium-Ion cells led to the FN
Group's decision to cooperate with LTC more closely.  The
proprietary extrusion process used by LTC for the manufacturing of
its electrodes as well as its optimized proprietary cell design
led the FN Group to the belief that LTC will be able to compete in
the highly competitive automotive landscape in addition to its
traditional niche markets.

Through the strategic cooperation between the parties, LTC will
gain access to an OEM cooperation and supply relationship with
automotive manufacturers.  LTC intends to supply battery cells to
a range of electrically-powered vehicles.  Depending on the
commercial success and value created out of this relationship
between the parties, as measured by the unit sales volume of
supply contracts and actual deliveries, the parties have agreed
that the FN Group will receive warrants to purchase additional
common stock in LTC which may allow the FN Group to increase its
equity stake in LTC to greater than 50%.  The award of warrants is
tied to the achievement of a series of performance targets with
the last target being in 2015.  In summary, the maximum number of
shares issuable to the FN Group under the terms of the warrants is
4.9 billion and will be awarded to the FN Group when the
cumulative volume of contracts for LTC derived through the FN
Group reaches approximately 100 times the current annual
manufacturing capacity of LTC.  In the opinion of LTC management,
this will represent a very significant growth for LTC and may
represent a substantial value opportunity for existing LTC
investors.  In case the FN Group makes use of its option to
exercise the warrants on a "cashless" basis, the resulting
dilution would be less than implied by the maximum number of
warrants awarded to the FN Group.

Further, LTC and a member of the FN Group have agreed to enter
into a joint venture pursuant to the terms of a Joint Venture and
Shareholder's Agreement, which will develop, market and
manufacture Complete Energy Management Systems.  CEMS consist of
LTC's large format Lithium-Ion battery cells and FN Research's
electronics including battery management system, charger and DC-DC
convertor.  The intent of the parties surrounding the Joint
Venture is to provide to the market a complete energy management
solution for use in future electric and hybrid electric vehicle
power trains.  The parties will share equally in the investment in
and income from the Joint Venture, while a member of the FN Group
will hold 70% of the voting rights of the Joint Venture.

LTC will contribute its extensive experience with several other
automotive applications for its battery cells such as Volkswagen's
Flottenversuch, Karmann's electric vehicle, and eRUF's and
DesignLine's hybrid buses, which are operational in Baltimore, MD,
New York, NY and at the Charlotte, NC Airport.

As part of the transaction Mr. William Chia, Director of
Operations of FN Research, will join LTC's Board of Directors as
well as sit on LTC's audit committee.

LTC's Chief Executive Officer Theo Kremers and Chairman Fred
Mulder jointly commented: "We are pleased to welcome the FN Group
as LTC's new partners.  The investment and the strategic
relationship with the FN Group will allow our company to
transition into volume production of our large format Lithium-Ion
battery cells at a time when the market is growing at a rapid
pace.  We believe that this will create substantial value for our
shareholders and will also build a good basis for LTC to create
market success with other automotive and non-automotive customers
in the future."

FN Research is a UK-based research and development company
principally engaged in the development of fully integrated and
highly optimized proprietary systems, sub-systems and components
for hybrid electric and electric drive trains.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

reporting a
net loss of $7.25 million on $6.35 million of products and
services sales for the year ended Dec. 31, 2010, compared with a
net loss of $10.51 million on $7.37 million of product and
services sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $10.78 million
in total assets, $34.16 million in total liabilities and $23.38
million in total stockholders' deficit.

Amper, Politziner & Mattia, LLP, Edison, New Jersey, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                      $7 Mil. Funding Needed

As reported by the TCR on April 8, 2011, the Company entered into
a number of financing transactions and is continuing to seek other
financing initiatives.  The Company said it will need to raise
additional capital to meet its working capital needs and to
complete its product commercialization process.  Such capital is
expected to come from the sale of securities and debt financing.
The Company believes that if it raises approximately $7 million in
debt and equity financings, the Company would have sufficient
funds to meet its needs for working capital and capital
expenditures and to meet expansion plans during 2011.  If the
Company is not able to raise such additional capital, the Company
will assess all available alternatives including a sale of the
Company's assets or merger, the suspension of operations and
possibly liquidation, auction, bankruptcy, or other measures.


LV KAPOLEI: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LV Kapolei 54, LLC
        One Embarcadero Center, #2405
        San Francisco, CA 94111

Bankruptcy Case No.: 11-00981

Chapter 11 Petition Date: April 8, 2011

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James A. Wagner, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: jwagner@hibklaw.com

Scheduled Assets: $35,162,973

Scheduled Debts: $23,955,318

The petition was signed by Mark Whiting, authorized agent.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RSF Kapolei, L.P.                  Loan                   $322,665
c/o RSF Partners
3242 McKinney Avenue, #890
Dallas, TX 75204

Lokahi Ventures                    Development Mgmt       $170,000
One Embarcadero Center, #2405      Fees & Loan
San Francisco, CA 94111

Lokahi KBP, LLC                    Loan                    $57,500
One Embarcadero Center, #2405
San Francisco, CA 94111

HG Capital VII, LLC                Loan                    $28,856

Avalon Development Company         Property Management     $23,560
                                   Fees

HG Capital VI, LLC                 Loan                    $13,894

Price Okamoto Himeno & Lum         Legal Fees               $7,405

Maui Development Company, Ltd.     Loan                     $5,210

Bays Lung                          Legal Fees               $3,723

Crowell Moring                     Legal Fees               $3,124

Pearson, Mark E.                   Loan                     $2,085

BGF & F Kapolei, LLC               Loan                     $1,196

Belt Collins                       Engineering Fees           $534


LYONDELL CHEMICAL: Predecessor's Annuity Deal Not Retiree Benefit
-----------------------------------------------------------------
WestLaw reports that a prepetition contract in which a debtor's
predecessor agreed to make annuity payments to an employee or his
designated beneficiary in lieu of his continued coverage under its
key management life insurance plan did not qualify as a "retiree
benefit."  Thus, it was not entitled to administrative expense
treatment in the debtor's Chapter 11 case.  There was no ongoing
relationship between the debtor and the employee aside from the
payments, and the contract did not involve any other parties.  In
re Lyondell Chemical Co., --- B.R. ----, 2011 WL 1157551 (Bankr.
S.D.N.Y.).

A copy of the Honorable Robert E. Gerber's Bench Decision dated
Mar. 30, 2011, is available at http://is.gd/J7ezpWfrom
Leagle.com.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MARC B TOLKIN: Court Says Ch. 7 Trustee May Recover Funds
---------------------------------------------------------
Marc A. Pergament, Chapter 7 Trustee of the Estate of Marc B.
Tolkin, v. Hope Pagano and Ron Tolkin, Adv. Pro. No. 809-8311
(Bankr. E.D.N.Y.), seeks to avoid and recover $89,064 in
unauthorized and undisclosed post-petition transfers by Marc B.
Tolkin to Hope Pagano pursuant to 11 U.S.C. Sections 549(a) and
550(a).  Because of the Debtor's serpentine travels through
bankruptcy by commencing a case under Chapter 13, which was then
converted to a Chapter 11 case, which was then converted to a
Chapter 7 case, the Chapter under which the Debtor operated
governs whether the Chapter 7 Trustee may recover the transfers as
property of the Debtor's estate.

While the statute authorizing the Chapter 7 Trustee to seek
recovery remains constant, what constitutes property of the
Debtor's estate changes under each Chapter of the Bankruptcy Code.

While in Chapter 13, the Debtor made a $5,000 transfer, which the
Bankruptcy Court finds is recoverable under Sec. 549(a).  The
Debtor made this transfer to an undisclosed creditor outside the
Chapter 13 plan process.  The funds were not transferred by the
Debtor for the purposes of paying for ordinary expenses incurred
by the Debtor and are therefore not subject to Bankruptcy Code
Sec. 348(f).  The Court of Appeals for the Second Circuit recently
affirmed In re Pisculli, 426 B.R. 52 (E.D.N.Y. 2010), aff'd, 2011
WL 338431 (2d Cir. Feb. 4, 2011) in which the District Court for
the Eastern District of New York held that under certain
circumstances, Sec. 348(f) may not be applied to exclude from a
debtor's estate property which was transferred prior to conversion
of the case to another chapter.

According to the District Court in Pisculli, to find that such
conduct by a debtor is protected by the provisions of Sec. 348(f)
would create an absurd result which is at odds with the purpose of
Sec. 348(f) and with the Bankruptcy Code as a whole.  Based on the
guidance provided by In re Pisculli, the Bankruptcy Court
concludes that the funds transferred to the Defendant during the
Chapter 13 phase are property of the Debtor's estate subject to
recovery by the Chapter 7 Trustee pursuant to Sec. 549(a).

As for the transfers to the Defendant in the amount of $54,000
during the Chapter 11 phase, the Chapter 7 Trustee has established
that $4,000 of the $54,000 transferred was property of the
Debtor's estate pursuant to Sec. 1115(a) and is therefore
recoverable.  The remaining $50,000 transferred is not recoverable
by the Chapter 7 Trustee because the source of the $50,000
transfer was the bank account of a non-debtor corporation.

Absent a showing that the non-debtor corporation was the alter ego
of the Debtor, which the Chapter 7 Trustee has neither alleged nor
proved, or that the funds belonged to the Debtor under some other
theory, the Chapter 7 Trustee may not recover these funds.
Finally, the transfers made by the Debtor after the case was
converted to Chapter 7 are not recoverable because the Chapter 7
Trustee failed to establish that the transferred funds were
property of the Debtor's estate.

The Court finds that the Chapter 7 Trustee failed to establish
whether the funds were generated from the Debtor's post-petition
earnings -- which would not be included as property of the
Debtor's estate -- or whether the funds were proceeds generated
from the sale of the Debtor's asset -- which would constitute
property of the Debtor's estate. Therefore the Chapter 7 Trustee
is entitled to a judgment in the total amount of $9,000 plus
interest from the date the Chapter 7 Trustee first demand the
return of the funds, which appears to be the date the adversary
proceeding was commenced.

A copy of Bankruptcy Judge Robert E. Grossman's April 5, 2011
Memorandum Decision is available at http://is.gd/UzR2Odfrom
Leagle.com.

The bankruptcy case is In re Marc B. Tolkin (Bankr. E.D.N.Y. Case
No. 08-72583).


MARK BRUNELL: Former NFL Player Files Reorganization Plan
---------------------------------------------------------
NFL.com reports that Mark Burnell submitted a reorganization plan
in U.S. Bankruptcy Court in Jacksonville, Florida, and it
evidently calls for him to pay for some of the football
memorabilia he received during his career, including his Super
Bowl ring.  According to the report, the memorabilia, which also
includes his 1991 college national championship ring won at the
University of Washington, has an estimated value of $16,300, which
would be used as partial payments to Mr. Brunell's creditors.
It's unclear where Brunell would receive the money to buy back the
property.

                       About Mark Brunell

Mark Brunell is a former National Football League quarterback.
Mr. Brunell played for the Jacksonville Jaguars and has earned
more than $50 million playing football.  Mr. Brunell, a three-time
Pro Bowl selection, is involved with a real estate project that is
being foreclosed upon in Jacksonville Beach and other failed
investments in Michigan.

Mr. Brunell filed for Chapter 11 on June 25, 2010 (Bankr. M.D.
Fla. Case No. 10-05550).  In court papers, he listed $5.5 million
in assets and debts of $24.7 million, mostly tied to failed real-
estate investments.


MARMC TRANSPORATION: Trustee Files 2nd Ch. 7 Conversion Motion
--------------------------------------------------------------
U.S. Trustee Daniel J. Morse files a second request to the U.S.
Bankruptcy Court for the District of Wyoming to convert the
Chapter 11 case of MarMc Transportation Inc. to Chapter 7
liquidation proceeding citing new facts that have developed since
Feb. 18, 2011, the date the Court denied the U.S. Trustee's first
conversion motion.

The U.S. Trustee asserts that causes exists for conversion because
the Debtor:

   -- failed to make the required federal tax deposits for the
      employers quarterly federal tax return for the period
      ending March 31, 2011;

   -- failed to advise the Court that Cindy Richardson was in the
      process of negotiating with Sam Linden for a private sale
      of a property supposed to be auctioned subject to a court
      order;

   -- continues to incur substantial losses and shows evidence
      that it is unable to rehabilitate itself; and

   -- is grossly mismanaging the estate.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARMC TRANSPORATION: Wins Approval to Obtain $7,000 Unsecured Debt
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming has
authorized MarMc Transportation Inc. to borrow, as an
administrative expense, $7,000 with interest accruing at five
percent per annum from Cindy Richardson.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARMC TRANSPORATION: To Sell "Rolling Stock" to Alaska Frontier
---------------------------------------------------------------
MarMc Transportation Inc. asks the U.S. Bankruptcy Court for the
District of Wyoming for authority to sell certain vehicles and
trailers known as "rolling stock" to Alaska Frontier Constructors,
Inc. for $5,265,000 free and clear of all liens, claims, and
encumbrances.

Stephen R. Winship, Esq., in Casper, Wyoming, notes that the
"Rolling Stock" is subject to the lien of Wells Fargo and sale
proceeds are sufficient to satisfy all of the Debtor's obligations
to Wells Fargo, which will be paid from the sale proceeds.

Mr. Winship says that the "Rolling Stock" is not necessary for the
reorganization of the Debtor's financial affairs.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to $10
million in debts in its Chapter 11 petition.


MARSHA GILMORE: Dist. Court Rules on Dean Morris Class Suit
-----------------------------------------------------------
District Judge Stanwood R. Duval Jr. ruled on the Motion for
Summary Judgment filed on behalf of defendants Dean Morris, LLP,
George B. Dean, Jr., John C. Morris, III, Charles H. Heck, Jr.,
and Candace A. Coutreau seeking to dismiss all claims of Marsha
Gilmore against Dean Morris.  The motion is granted insofar as it
seeks dismissal of all of Ms. Gilmore's claims against Charles H.
Hecker, Jr. and Candace A. Couteau.  The motion is granted insofar
as it seeks dismissal of Ms. Gilmore's claims for unjust
enrichment, civil conspiracy, and breach of contract against
defendants Dean Morris, L.L.P., George B. Dean, Jr., and John C.
Morris, III.  The motion is denied insofar as it seeks dismissal
of Ms. Gilmore's claims for intentional misrepresentation, fraud,
and conversion against defendants Dean Morris, L.L.P., George B.
Dean, Jr., and John C. Morris, III.

On Feb. 17, 2005, a number of individuals, including Ms. Gilmore
filed a putative class action suit in the Civil District Court for
the Parish of Orleans against Dean Morris and various lender
defendants alleging a variety of claims.  Following two
unsuccessful attempts to remove the case to federal court, a
defendant successfully removed the suit in 2008.  The petition
alleges a class of lender defendants consisting of lenders who
hired Dean Morris in foreclosure proceedings.  The petition
further alleges that Dean Morris, on behalf of the Lender
Defendants, instituted collection or foreclosure proceedings and
overstated the amount of court costs, sheriff's fees, attorney's
fees and other expenses, thus impairing the rights of and causing
harm to plaintiffs and members of the Plaintiff Class.  While the
suit remained pending in state court, the state district judge
dismissed plaintiffs' negligence claims against Dean Morris.

The case is Robert Bauer, et al. v. Dean Morris, L.L.P., et al.,
Civil Action No. 08-5013 (E.D. La.).  A copy of the District
Court's March 30, 2011 Order and Opinion is available at
http://is.gd/YyQSvgfrom Leagle.com.

Ms. Gilmore filed a voluntary petition for a Chapter 11 bankruptcy
on Sept. 30, 2009.  On May 7, 2010, Mrs. Gilmore filed her Sixth
Amended Chapter 11 plan which did not provide for any payments to
unsecured creditors.  On June 4, 2010, the bankruptcy judge
confirmed that plan.


MERUELO MADDUX: Seeks July 31 Extension of Cash Collateral Use
--------------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux filed a motion with
the U.S. Bankruptcy Court for an order extending authority for the
use of cash collateral and to maintain cash management system
through July 31, 2011.  A hearing has been scheduled for April 28,
2011, on this matter.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MICROBILT CORP: Chex Systems Suit Stayed Against CL Verify
----------------------------------------------------------
District Judge Virginia M. Hernandez Convington ruled that the
suit, Chex Systems, Inc., a Minnesota corporation, v. DP Bureau,
LLC, a Florida limited liability company, et al., (M.D. Fla. Case
No. 10-cv-2465), is automatically stayed as to defendant CL
Verify, LLC.  A copy of the District Court's March 30, 2011 Order
is available at http://is.gd/aAKaB6from Leagle.com.

                    About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  According to court papers, the Debtors
believe they have an enterprise value of $150 million to
$180 million.   Kenneth Rosen, Esq., at Lowenstein Sandler PC,
serves as the Debtors' bankruptcy counsel.


MILBANK 509: Bankruptcy Filing Averts Foreclosure Sale
------------------------------------------------------
Dow Jones' DBR Small Cap reports that the April 5 bankruptcy
filing by Milbank 509 W 212 LLC halted a foreclosure auction
slated the following day and protects the company from other
creditor actions, including lawsuits.

Milbank 509 W 212 owns a 45-unit, rent-stabilized building on
212th Street.  Los Angeles private equity firm Milbank Real Estate
bought the property in 2007 for $4.79 million, according to
property records.  DBR relates Milbank took out a mortgage to
cover the costs of the building but defaulted on payments.

DBR relates that according to court filings in the apartment
owner's bankruptcy, $5.3 million is owed on the mortgage.  Zohar
Cohen of private equity firm Cohen LP signed the apartment owner's
bankruptcy petition and said in an interview last week Wednesday
that his firm joined Milbank in purchasing the property as a
passive investor.

The Troubled Company Reporter on April 8 published a case summary
for the Debtor.


MILLENNIUM INSTITUTE: Court Denies PREPA's Bid Over 2009 Accord
---------------------------------------------------------------
Puerto Rico Electric and Power Authority and Millennium Institute
for ANC, Inc., filed, and the Bankruptcy Court approved, a joint
stipulation regarding adequate assurance of payment in April 2009.
On July 6, 2009, PREPA also filed a motion to compel compliance
with the settlement agreement, which was later approved by the
Court.

The Debtor filed several proposed plans between June and December
2009, the last of which, filed on Dec. 28, 2009, was confirmed by
the Court on March 2, 2010.  The confirmed Plan made no mention of
the 2009 stipulation agreement.  On Dec. 6, 2010, the Debtor filed
an application for Final Decree.  Three days later, PREPA filed a
motion seeking enforcement of its 2009 stipulation.  The Debtor
contends that PREPA's motion is untimely; that once a plan is
confirmed, the bankruptcy court loses jurisdiction over the
reorganized entity, except to the extent necessary to ensure
compliance with the confirmed plan; and that the continuation of
utility services post-petition and post-confirmation constitutes a
waiver of any further request for adequate assurance.  PREPA seeks
to hold the Debtor to the terms of the stipulation approved by the
Court.

In a March 31, 2011 Opinion and Order, Bankruptcy Judge Brian K.
Tester denied PREPA's motion as untimely, without prejudice to
PREPA seeking any remedy it deems appropriate in the Courts of the
Commonwealth of Puerto Rico.  The Debtor's application for Final
Decree is granted.  A copy of the Court's ruling is available at
http://is.gd/0byL3hfrom Leagle.com.

Based in San Juan, Puerto Rico, Millenium Institute for ANC Inc.
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 08-04767)
on July 24, 2008, represented by Andres Garcia Arregui, Esq. --
garciarr@prtc.net -- at Garcia Arregui & Fullana. In its petition,
the Debtor listed $3,927,851 in total assets and $5,515,869 in
total debts.


MINH HOANG: Debtor's Wrongful Conduct Not Imputed to Case Trustee
-----------------------------------------------------------------
Gary A. Rosen, the Chapter 7 trustee of Minh Vu Hoang Thanh Hoang,
filed a 12-count complaint against Gemini Title & Escrow, LLC, the
Law Offices of Craig A. Parker, LLC and Craig A. Parker alleging,
in sum, that the Defendants knowingly aided and abetted Minh Vu
Hoang in an asset-concealment scheme after she filed bankruptcy
and while she served as debtor-in-possession.  The Defendants
filed a motion to dismiss the complaint, arguing that, because the
claims in the Complaint are predicated on wrongful conduct of the
Debtor, the Debtor would be barred by the affirmative defense of
in pari delicto from recovering from the Defendants.  They further
argue that the Plaintiff, as chapter 7 trustee, stands in the
shoes of the Debtor and therefore is barred from bringing those
claims.  The Plaintiff disputes that the doctrine applies because
the Debtor's and the Defendants' actions occurred post-petition
and the rationale for applying the doctrine to post-petition
actions fails.  The Plaintiff also contends that applying the
doctrine would undermine the policies of the Bankruptcy Code.

Bankruptcy Judge Thomas J. Catliota held that the Debtor's alleged
wrongful conduct while serving as debtor-in-possession is not
imputed to the Plaintiff, and will deny the motion to dismiss on
the grounds of in pari delicto.

The suit is Gary A. Rosen, Chapter 7 Trustee, v. Gemini Title &
Escrow, LLC, et al., Adv. Pro. No. 09-853 (Bankr. D. Md.).  A copy
of the Court's March 31, 2011 Memorandum of Decision is available
at http://is.gd/FgbnoLfrom Leagle.com.

Minh Vu Hoang Thanh Hoang filed a petition for relief under
chapter 11 (Bankr. D. Md. Case No. 05-21078) on May 10, 2005.  The
Debtor served as debtor-in-possession until Gary A. Rosen was
appointed as chapter 11 trustee on Aug. 31, 2005.  The case was
converted to chapter 7 on Oct. 28, 2005, and Mr. Rosen was
appointed the chapter 7 trustee and continues to serve in that
capacity.

Pre-bankruptcy, Minh Vu Hoang Thanh Hoang engaged in a massive
asset-concealment scheme.  Since 1998, the Debtor purchased
distressed real estate at foreclosure and sold those properties at
a profit.  The Debtor concealed those assets, through sham
entities and paperless transactions, in an effort to impede
judgment creditors from executing on any judgments.


MIRABILIS VENTURES: Not Entitled to Tax Refund at This Time
-----------------------------------------------------------
Mirabilis Ventures, Inc., and the Internal Revenue Service dispute
which party has a superior claim to tax overpayments made by the
Debtor before it filed the bankruptcy case.  The Debtor contends
it is entitled to a tax refund because the overpayments are
property of the estate.  The IRS argues the Debtor is not entitled
to a tax refund because no refund is yet due and, because a joint
debtor, AEM, Inc., owes more in prepetition taxes than the amount
of the overpayments, the IRS is entitled to a setoff in the amount
of the overpayments against its claim in the AEM case.

In her March 28, 2011 Initial Findings of Fact and Conclusions of
Law, Bankruptcy Judge Karen S. Jennemann held that (i) Mirabilis
is not entitled to a tax refund at this time, (ii) the IRS has not
waived its right of setoff, (iii) the IRS has violated the
automatic stay by failing to seek relief from stay before taking
steps to effectuate a setoff, and (iv) Mirabilis is not liable for
penalties and interest on its 941 employee withholding tax
liabilities.  The Court will determine the remaining issues,
including AEM's liability and the exact amount of the
overpayments, at an evidentiary hearing set for April 22, 2011, at
9:00 a.m.  A copy of Judge Jennemann's ruling is available at
http://is.gd/q9WRlyfrom Leagle.com.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc. is a private equity
company, which acquired companies companies that has a strategic
fit into its unique business model.  Mirabilis and its related
entity, Hoth Holdings, LLC, filed voluntary Chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 08-04327 and 08-04328) on May 27,
2008.  Another related entity, AEM, Inc., filed its Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 08-04681) June 5,
2008.  Elizabeth A. Green, Esq., and Jimmy D. Parish, Esq., at
Latham Shuker Eden & Beaudine LLP, served as the Debtors' counsel.
When the Debtors filed for protection from their creditors, they
listed between $50 million and $100 million each in assets and
debts.

The Bankruptcy Court in October 2009 confirmed the joint amended
plan of liquidation submitted by Mirabilis, Hoth and AEM.  R.
William Cuthill was named as president of Mirabilis to oversee the
Debtors' liquidation.  A full-text copy of the amended joint
disclosure statement explaining the Debtors' plan of liquidation
is available for free at http://bankrupt.com/misc/mirabilis.ds.pdf


MOLECULAR INSIGHT: Seeks OK of $10-Mil. DIP Loan From NexBank
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Molecular Insight
Pharmaceuticals Inc. is seeking approval of a $10 million loan it
says will ensure its continued operations for the next month, when
the bankruptcy court will take up its plan to exit Chapter 11.

According to DBR, the publicly traded biopharmaceutical company
said it lacks the working capital it needs to fund operations
through a May 5 hearing on its Chapter 11 plan of reorganization,
making the proposed DIP financing from lender NexBank SSB "of the
utmost significance and importance" to its fate.

"The ability of the debtor to maintain business relationships with
its vendors, suppliers and customers, to pay its employees, and to
otherwise finance its operations requires the additional
availability of working capital from the DIP facility, the absence
of which would irreparably harm the debtor, its estate and
creditors, and place in jeopardy the possibility for a successful
Chapter 11 case," Molecular Insight said in court papers,
according to DBR.

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel.  Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant.  Omni Management Group, LLC, is the
claims, and balloting agent.


MOORE JAGUAR: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
Rick Desloge at St. Louis Business Journal reports that the U.S.
Bankruptcy Court in St. Louis has dismissed a Chapter 11 filing by
Moore Jaguar/Aston Martin Inc.

According to the report, the court order came March 30 and
removed automatic stays preventing creditors of the west St.
Louis County auto dealership from foreclosing on assets of the
business.  In January, Tom and Chris Suntrup, executives with the
Suntrup Automotive Family, signed a purchase agreement to buy the
assets of Moore Jaguar in a cash deal.  That deal needed approval
from Jaguar Land Rover North America, which grants franchises.

Moore Jaguar/Aston Martin, Inc., doing business as Moore Jaguar,
filed for Chapter 11 protection (Bankr. E.D. Ms. Case NO. 11-
40070) on Jan. 4, 2011.  Steven Goldstein, Esq., at Goldstein &
Pressman, P.C., in St. Louis, Missouri, represents the Debtor.
The Debtor estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


MORGANS HOTEL: To Sell Royalton and Morgans Hotels for $140MM
-------------------------------------------------------------
Royalton, LLC, a subsidiary of Morgans Hotel Group Co., entered
into a purchase and sale agreement to sell the Royalton hotel for
$88.2 million to Royalton 44 Hotel, L.L.C., an affiliate of FelCor
Lodging Trust, Incorporated, and Morgans Holdings LLC, a
subsidiary of the Company, entered into a purchase and sale
agreement to sell the Morgans hotel for $51.8 million to Madison
237 Hotel, L.L.C., an affiliate of FelCor Lodging Trust,
Incorporated.  The parties have agreed that the Company will
continue to operate the hotels under a 15-year management
agreement with one 10-year extension option.  The transaction is
expected to close in the second quarter and is subject to
satisfaction of customary closing conditions.

The Company intends to use a portion of the proceeds to retire
approximately $37.7 million outstanding under its revolving credit
facility.  The hotels, along with the Delano hotel, are collateral
for its revolving credit facility, which terminates upon the sale
of any of the properties securing the facility.  Upon termination
of the facility the Delano hotel will be unencumbered.

The Company has received a $7 million security deposit, which is
non-refundable except in the event of a default by the Company.

Copies of the purchase and sale agreements will be filed as
exhibits to the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2011.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and
$10.92 million noncontrolling interest.


MYUNG SANG: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Myung Sang Medical Center
        aka Messiah Medical Center
        aka Messiah Medical Care Center
        11867 Artesia Blvd.
        Artesia, CA 90701

Bankruptcy Case No.: 11-25391

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael H Yi, Esq.
                  LAW OFFICES OF MICHAEL H. YI
                  433 S Lake St Suite 320
                  Los Angeles, CA 90057
                  Tel: (213) 908-6943
                  Fax: (213) 908-6943
                  E-mail: michael.h.yi@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-25391.pdf

The petition was signed by Benjamin Kang, chief executive officer.


NATIONAL AUTOMATION: Posts $540,300 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
National Automation Services, Inc., filed 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 of
2009.

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

Lynda R. Keeton CPA, LLC, in Henderson, Nev., expressed
substantial doubt about National Automation Services' ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has working
capital deficiencies and continued net losses.

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

                       http://is.gd/jQl3Dw

Henderson, Nev.-based National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a
holding company formed to acquire and operate specialized
automation control companies located in the Southwestern United
States.  Currently, the Company owns 100% of the capital stock of
two operating subsidiaries: (1) Intuitive Solutions, Inc., a
Nevada corporation, based in Henderson, Nevada, and (2) Intecon,
Inc., an Arizona corporation, based in Tempe, Arizona.


NEC HOLDINGS: Wants Plan Exclusivity Until July 5
-------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
National Envelope Corp. is seeking for a third time an extension
of the exclusive right to propose a Chapter 11 plan.  If granted
at an April 27 hearing, the deadline would be pushed out three
months to July 5.

Mr. Rochelle relates NEC has settled the last disputes with Gores
Group LLC, the purchaser of NEC's business.  There was
disagreement over working capital adjustments in the sale price.
Gores bought the assets under a contract with a $208 million
sticker price, including cash of $149.85 million.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEOMEDIA TECHNOLOGIES: JMC Discloses 9.99% Equity Stake
-------------------------------------------------------
JMC Holdings, L.P., and Michael J. Cline, on January 13, 2011,
filed a Schedule 13D with the U.S. Securities and Exchange
Commission reporting the beneficial ownership of 375 shares of
Series C Convertible Preferred Stock, par value $0.01 per share,
of NeoMedia Technologies, Inc., which is convertible into Common
Stock at the request of the holder pursuant to the Certificate of
Designation of the Preferred Stock.  On March 28, 2011, the
Reporting Persons determined that the beneficial ownership of
those securities should have been reported on a Schedule 13G.  At
the time of filing of the Original 13D, the Reporting Persons
inadvertently reported beneficial ownership of 20.1% of the Common
Stock and filed the Original 13D and a Form 3 reporting beneficial
ownership of more than 10% of the Issuer's Common Stock.  However,
because the Certificate of Designation prohibits the Reporting
Persons from converting the Preferred Stock to the extent that
conversion would result in the Reporting Persons beneficially
owning in excess of 9.99% of the outstanding shares of Common
Stock following that conversion, the Reporting Persons filed a
Schedule 13G to correct and replace the inadvertent filing of the
Original 13D and correctly reflect their beneficial ownership of
not in excess of 9.99% of the outstanding shares of Common Stock.

The Certificate of Designation provides that each share of the
Preferred Stock is convertible into Common Stock of the Company
equal to the quotient of the liquidation amount divided by the
conversion price.  The liquidation amount is equal to $1,000 per
share of Preferred Stock.  The conversion price is equal to, at
the option of the holder, the lesser of (i) $0.50 or (ii) 97% of
the lowest closing bid price of the Common Stock for the 125
trading days immediately preceding the date of conversion, as
quoted by Bloomberg LP.  The Certificate of Designation provides
that the Preferred Stock will have voting rights on an as
converted basis together with the Common Stock.  However, the
Certificate of Designation contains a "blocker" provision that
provides that no holder of the Preferred Stock shall be entitled
to convert the Preferred Stock to the extent that such conversion
would cause the aggregate number of shares of Common Stock
beneficially owned by such holder to exceed 9.99% of the
outstanding shares of Common Stock following such conversion.

On April 4, 2011, the Reporting Persons received a Convertible
Debenture with a $290,672 outstanding principal balance and
accrued and unpaid interest thereon of $73,828, which Debenture
was originally issued by the Company on March 27, 2007.  All or
any portion of the outstanding principal amount of the Debenture
is convertible into Common Stock of the Company at a conversion
rate equal to the lesser of (i) $0.02 or (ii) 90% of the lowest
Volume Weighted Average Price during the 125 trading days
immediately preceding the date of conversion.  The Debenture
prohibits the Reporting Persons from converting any portion of the
Debenture or receiving shares of Common Stock as payment of
interest thereunder to the extent such conversion or the receipt
of such interest payment would result in the Reporting Persons
beneficially owning in excess of 4.99% of the outstanding shares
of Common Stock following such conversion or receipt of shares as
payment of interest.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on $1.52
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $67.38 million on $1.66 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $8.57 million
in total assets, $89.05 million in total current liabilities,
$8.33 million in Series C convertible preferred stock, $2.50
million in Series D convertible preferred stock and $91.31 million
in total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEUROLOGIX INC: Registers Add'l 4.2MM Shares Under Stock Plan
-------------------------------------------------------------
Neurologix, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 Registration Statement regarding the
registration of an additional 4,200,000 shares of common stock,
par value $0.001 per share, of Neurologix, Inc., that may be
issued pursuant to the Company's 2000 Stock Option Plan, as
amended.  The Plan was initially approved by the Company's Board
of Directors on March 28, 2000, and by the Company's stockholders
at the Annual Meeting of Stockholders held on Sept. 12, 2000. The
Plan was amended in 2008 and 2010 to increase the number of shares
available for issuance pursuant to the Plan from 3,800,000 to
6,000,000 and from 6,000,000 to 8,000,000, respectively, thereby
necessitating the filing of this Registration Statement to
register the additional 4,200,000 shares of common stock made
available under the Plan as a result of such amendments.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $9.68 million
in total assets, $13.84 million in total liabilities and $4.16
million in total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEW ORLEANS AUCTION: Files For Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Jenny Peterson, associate editor at New Orleans City Business,
reports that New Orleans Auction Galleries Inc., which has filed
for Chapter 11 protection, plans to restructure and maintain
business as usual, according to company attorney Stewart Peck.

Aschaffenburg Assets has committed to putting up $300,000 to keep
operations going, and a planned auction set for this weekend is
expected to fetch seven figures, Mr. Peck said, according to
report.

The Company disclosed $4 million in debt and $500,000 in assets.

New Orleans City Business relates that parties with the largest
outstanding invoices are $2 million to Susan Krohn, an antiques
dealer in Houston; $143,445 to Rare Art Inc. in New York; and
$85,862 to First Bank and Trust Visa in New Orleans, according to
court documents.  The gallery also owes more than $61,000 to
MPress, a New Orleans printing company.

Based in New Orleans, Louisiana, New Orlean Auction Galleries Inc.
filed for Chapter 11 bankruptcy protection on April 1, 2011
(Bankr. E.D. La. Case No. 11-11068).  Judge Elizabeth W. Magner
presides over the case.  Stewart F. Peck, Esq., Christopher T.
Caplinger, Esq., and Joseph Patrick Briggett, Esq., at Lugenbuhl
Wheaton Peck Rankin & Hubbard, represent the Debtor.  The Debtor
selected Pontchartrain Financial LLC as financial advisor, and
Patrick Gros CPA as accountant.  The Debtor estimated assets of
$100,000 and $500,000, and debts of $1 million and $10 million.


NEW STREAM: Delays Chapter 11 Plan as Opposition Mounts
-------------------------------------------------------
Bankruptcy Law360 reports that facing mounting opposition from
creditors and voluminous discovery requests, New Stream Secured
Capital Inc. agreed Friday to delay confirmation of its Chapter 11
plan in Delaware.

According to Law360, the reorganization plan -- which contemplates
selling a portfolio of life settlement investments to pay off
creditors -- was slated for confirmation on Apr. 25, but has been
pushed off.

                       The Chapter 11 Plan

As reported in the Troubled Company Reporter on March 16, 2011,
before seeking bankruptcy protection, New Stream negotiated a plan
of reorganization with creditors.  The prepackaged plan was
"overwhelmingly approved" by investors.

In order to meet the timeline in a Plan Support Agreement and the
post-petition financing, the hearing to consider confirmation must
take place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is approximately $688,412,974.
This debt is divided into two tranches.  The secured claims of the
NSSC Bermuda Lenders, in the approximate amount of $369,066,322,
have first priority over the secured claims of the Cayman Fund and
US Fund, which are parri passu; the claims of the Cayman Fund and
US Fund aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund in the approximate amount of $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 (which is described more fully in 104,
infra) has voted to accept the Plan, the sale will take place
pursuant to the Consensual Process and the Debtors do not
presently intend to seek approval of the Insurance Portfolio Sale
pursuant to Section 363 of the Bankruptcy Code prior to seeking
confirmation of the Plan.

The Plan treats creditors as follows:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases provided for in section 12.5
       of the Plan, will be entitled to receive a cash payment
       from the Global Settlement Fund upon the Plan's Effective
       Date.  Under the Global Settlement, the Purchaser and
       Creditors in Classes 1 and 2, in exchange for the "yes"
       vote and the third-party releases, have agreed to provide
       funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g) this Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement explaining the terms of the
Plan is available for free at:

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

                        About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NIVS INTELLIMEDIA: Receivers Amex Delisting Notice
-------------------------------------------------- NIVS
IntelliMedia Technology Group, Inc., announced that, on
April 5, 2011, the Company received notification from the NYSE
Amex LLC of its intention to delist the Company's common stock
pursuant to Section 1009(a) of the Amex Company Guide, based on a
determination by the staff of NYSE Regulation, Inc., that it is
necessary and appropriate for the protection of investors to
initiate immediate delisting proceedings.

Citing the content of the March 24, 2011 resignation letter of
MaloneBailey LLP, the Company's former independent auditor, Amex
determined that the Company is not in compliance with Amex listing
standards and is therefore subject to immediate delisting.
Specifically, the Staff has determined that the Company is subject
to delisting pursuant to the following Sections of the Amex
Company Guide:

    (i) Section 1003(f)(iii) in that, in the view of the Staff,
        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;

   (ii) Section 1003(d), as a result of the withdrawal of
        MaloneBailey's audit opinions and the fact that there is
        no current audited financial information available for the
        Company, which as a result have caused the Company's
        filings to be noncompliant with regulations of the SEC;

  (iii) Section 127, based on the withdrawal of MaloneBailey's
        opinions; and

   (iv) Sections 134 and 1101, since the timely filing of the
        Company's Annual Report on Form 10-K for the year ended
        Dec. 31, 2010 is a condition for the Company's continued
        listing on the Exchange and not only has the Company
        stated that it will be unable to make such a filing by
        the April 15, 2011 deadline, but that the Exchange expects
        that its new independent auditor will need to complete a
        full audit of the Company's financial statements.

The Company has a limited right to appeal the Staff's
determination by requesting an oral or written hearing before an
Amex Listing Qualifications Panel on or before April 12, 2011.  If
the Company does not request an appeal by such date, then the
Company will be deemed to have waived the opportunity for a
hearing and the decision will become final.

The Company intends to appeal the delisting determination and
request a hearing before the Exchange, but there can be no
assurance that the Company's request for continued listing will be
granted.

                     About NIVS IntelliMediaNIVS

IntelliMedia Technology Group, Inc., is an integrated consumer
electronics company that designs, manufactures, markets, and sells
intelligent audio and video products and mobile phones inChina,
Greater Asia,Europe, and North America.


NORTHWEST AIRLINES: Preemption Does Not Apply Under RLA
-------------------------------------------------------
Chief District Judge Michael J. Davis denied Northwest Airlines,
Inc.'s Motion for Summary Judgment in the suit, Wesley G.
Stockton, v. Northwest Airlines, Inc., Civil No. 09-3721 (D.
Minn.).  Preemption under the Railway Labor Act does not apply.
There are genuine issues of material fact regarding whether
Plaintiff received notice of NWA's bankruptcy, whether NWA engaged
in an interactive process for reasonable accommodation, and
whether NWA retaliated against Plaintiff.

Northwest hired Mr. Stockton in 1989.  During his time at NWA, he
was employed in various positions such as an engine test cell
technician, 747 mechanic, and sheet metal shop technician.  Mr.
Stockton's employment with NWA was governed by the collective
bargaining agreement between NWA and the Aircraft Mechanics
Fraternal Association.  The CBA contained a mandatory grievance
procedure applicable to disputes arising out of the CBA or
disciplinary and discharge actions.

A copy of the District Court's March 30, 2011 Memorandum of Law
and Order is available at http://is.gd/wPkMVHfrom Leagle.com.

           About Delta Air Lines and Northwest Airlines

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

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

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

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

                        *     *     *

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

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


OCEAN PLACE: May Use Hotel Revenues to Fund Chapter 11
------------------------------------------------------
The Bankruptcy Court ruled that hotel revenues are properly
classified as personal property -- not an interest in realty --
that falls within the ambit of estate property and subject to the
Article 9 provisions of the Uniform Commercial Code.  Accordingly,
the hotel revenues are available for Ocean Place Development,
LLC's use as cash collateral.

Secured lender AFP 104 Corp. objects to Debtor's use of cash
collateral and additionally requests that the Court dismiss the
Debtor's bankruptcy case for cause, including bad faith, or,
alternatively, vacate the automatic stay.  AFP contends that the
Debtor's Chapter 11 filing was in bad faith because (1) the Debtor
will be unable to successfully reorganize and; (2) AFP lacks
adequate protection if the case proceeds.  AFP asserts that the
"hotel revenues" -- including revenues generated from room
occupancy, food and beverage sales, catering, gift shop purchases,
and spa and related hotel services -- which the Debtor generates
are not part of the Debtor's estate because they were
unconditionally and absolutely assigned to AFP's predecessor in
interest prior to the bankruptcy filing.

The Third Circuit in In re Jason Realty, L.P., 59 F.3d 423 (3d
Cir. 1995), held that an assignor's interests in rents under a
lease were not property of the assignor's estate.  In a March 31,
2011 Opinion, Judge Michael B. Kaplan said Jason Realty is
inapplicable in Ocean Place Development's case because the hotel
revenues at issue are not "rents" within the meaning of Jason
Realty.  Judge Kaplan differentiated between a lessee or tenant
and a hotel guest licensee, who holds only a personal contract
with respect to the property as opposed to an ongoing interest in
the property.

A copy of the Court's ruling is available http://is.gd/jvrKHQfrom
Leagle.com.

Attorney for Creditor AFP 104 Corp. is:

          Joseph A. Boyle, Esq.
          KELLEY DRYE & WARREN LLP
          200 Kimball Drive
          Parsippany, NJ 07054
          Tel: (973) 503-5920
          Fax: (973) 503-5950
          E-mail: jboyle@kelleydrye.com

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.


OSAGE EXPLORATION: Issues $200,000 Promissory Note to P. Hoffman
----------------------------------------------------------------
Osage Exploration and Development, Inc., issued a $200,000 secured
promissory note to E. Peter Hoffman, Jr., an individual investor
and an owner of more than 10% of the issued and outstanding shares
of the Company's common stock for gross proceeds of $200,000.  The
Secured Promissory Note matures Aug. 6, 2011, has a loan fee and
prepaid interest of 250,000 shares of common stock, $0.0001 par
value issued at closing, and is secured by an assignment of the
Company's future oil and gas leases in Logan County, OK.  The
Company is only permitted to use the proceeds from the Secured
Promissory Note to acquire additional oil and gas leases.

In addition, the Company amended its $500,000 Secured Promissory
Note issued to Blackrock Management, Inc., maturing May 24, 2011,
to allow Hoffman to receive, as collateral, all future oil and gas
leases in Logan County, OK.  The Company further agreed that, as
long as the Blackrock Secured Promissory Note is outstanding, it
will keep a minimum of $50,000 in the bank account of Cimarrona,
LLC, the Company's wholly owned subsidiary.  There is no relation
between Hoffman and Blackrock Management, Inc.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company reported a net loss $1.62 million on $1.83 million of
total operating revenues for the year ended Dec. 31, 2010,
compared with a net loss of $2.32 million on $2.81 million of
total operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.43 million
in total assets, $1.13 million in total liabilities and $1.30
million in total stockholders' equity.

GKM, LLP expressed substantial doubt about the Company's ability
to continue as a going concern.  GKM noted that the Company has
suffered recurring losses from operations and has an accumulated
deficit as of Dec. 31, 2010.


OSCAT ENTERPRISES: Landmark Bank Launches Foreclosure Action
------------------------------------------------------------
Brian Bandell at the South Florida Business Journal reports that
as Oscat Enterprises' chapter 11 case has been dismissed, Fort
Lauderdale-based Landmark Bank filed a foreclosure lawsuit on
March 28 against Oscat Enterprises, President Oscar Rojas and
Royal Car Wash, which is a tenant in the plaza and also managed by
Rojas.  According to the report, Boca Raton attorney Daniel Mandel
said $3.35 million is outstanding under the mortgage.  The
foreclosure targets the 19,026-square-foot center at 3064 S.
Military Trail.  It was bought for $4.9 million in 2005.

Based in Lake Worth, Florida, Oscat Enterprises Inc. filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-
47149) on Dec. 4, 2010.  Judge Erik P. Kimball presided over the
case.  Jeffrey A. Harrington, Esq., represented the Debtor.  The
Debtor disclosed $1,734,515 in assets, and $2,652,137 and debts.


OVERLAND STORAGE: Marathon Capital Discloses 13.1% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that it beneficially owns 3,007,836 shares of common stock
Overland Storage Inc. representing 13.1% of the shares
outstanding.  As of Feb. 7, 2011, there were 14,330,520 shares of
the Company's common stock, no par value, issued and outstanding.

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


OXIGENE INC: No Longer Complies With Nasdaq Listing Rules
---------------------------------------------------------
OXiGENE, Inc., notified the Nasdaq Capital Market that the Company
was no longer in compliance with Nasdaq Listing Rule 5605(b)(1),
requiring the Company's Board of Directors to have a majority of
independent directors, and Rule 5605(c), requiring the Company's
Audit Committee to have at least three independent members.  The
Company's noncompliance arises from the resignation of Roy H.
Fickling from the Company's Board of Directors on March 31, 2011,
which reduced the Company's Board to six members, three of whom
are independent, and reduced the Company's Audit Committee to two
independent members.  The Nominating and Governance Committee of
the Company's Board is currently evaluating potential candidates
to fill the vacancy on its Board of Directors and is assessing the
composition of its audit and compensation committees in light of
Mr. Fickling's resignation.  Should the Compensation Committee
meet before a permanent chair is appointed, the Chairman of the
Board of Directors will determine the acting chairmanship as
appropriate.  Appointments to the Company's Board and other
committee assignments will be announced in a subsequent filing.

On March 31, 2011, Roy H. Fickling notified the Company that he
was resigning from the Company's Board of Directors for personal
reasons, effective immediately.  As a result of his resignation,
Mr. Fickling is no longer the Chair of the Compensation Committee
or a member of the Audit Committee.  Mr. Fickling did not
communicate to the Company any disagreements regarding the
Company's operations, policies or practices in connection with
this resignation, nor is the Company aware of any.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.57 million
in total assets, $10.82 million in total liabilities and
$5.25 million in total stockholders' deficit.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Ernst & Young noted that
the Company has incurred recurring operating losses and will be
required to raise additional capital, alternative means of
financial support, or both, prior to Jan. 1, 2012 in order to
sustain operations.  According to Ernst & Young, the ability of
the Company to raise additional capital or alternative sources of
financing is uncertain.


OXIGENE INC: Has Until March 2012 to Regain Nasdaq Compliance
-------------------------------------------------------------
OXiGENE, Inc., filed a Current Report on Form 8-K disclosing that
Roy H. Fickling resigned from the Company's board of directors,
audit committee and compensation committee on March 31, 2011.
Later on April 6, 2011, the Company received written notification
from The Nasdaq Stock Market that, as a result of Mr. Fickling's
resignation, the Company no longer complies with Nasdaq's
independent director and audit committee requirements as set forth
in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), respectively.
The Rules require that a majority of the Company's board of
directors be composed of independent directors and that the audit
committee of the board of directors be composed of at least three
independent directors.

Pursuant to Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), the
Company has been provided with a cure period in order to regain
compliance as follows:

     * until the earlier of the Company's next annual
       shareholders' meeting or March 31, 2012; or

     * if the next annual shareholders' meeting is held before
       Sept. 27, 2011, then the Company must evidence compliance
       no later than Sept. 27, 2011.

The Company must submit to Nasdaq documentation, including
biographies of any new directors, evidencing compliance with the
Rules.  The Company intends to comply with Nasdaq's independent
director and audit committee requirements as set forth in the
Rules within the cure period provided by Nasdaq.  The nominating
and governance committee of the Company's board is currently
evaluating potential candidates to fill the vacancy on its board
of directors and is assessing the composition of its audit
committee in light of the Notice.  Appointments to the Company's
board and other committee assignments will be announced in a
subsequent filing.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.57 million
in total assets, $10.82 million in total liabilities and
$5.25 million in total stockholders' deficit.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Ernst & Young noted that
the Company has incurred recurring operating losses and will be
required to raise additional capital, alternative means of
financial support, or both, prior to Jan. 1, 2012 in order to
sustain operations.  According to Ernst & Young, the ability of
the Company to raise additional capital or alternative sources of
financing is uncertain.


PALM HARBOR: Kelly Tacke Resigns Chief Financial Officer Position
-----------------------------------------------------------------
Effective April 4, 2011, in connection with the sale of the assets
of Palm Harbor Homes, Inc., to a wholly owned subsidiary of Cavco
Industries, Inc., Ms. Kelly Tacke, the Company's Chief Financial
and Accounting Officer, terminated her employment with the Company
to pursue other career opportunities, effective immediately.

                      About Palm Harbor Homes

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

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

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

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


PARKER BUILDING: Owner Plans to Send Parker Inn to Chapter 11
-------------------------------------------------------------
Michael DeMasi at the Business Review reports that the owner of
the Parker Inn in downtown Schenectady, New York, expects to file
for Chapter 11 bankruptcy protection in the next two weeks and
plans to convert the boutique hotel into apartments.

According to the report, Developer Chris Myers announced the
pending bankruptcy filing by Parker Building LLC, the real estate
entity that owns the Parker Inn.  The filing comes about eight
years after Mr. Myers and local officials took a chance on
converting a tall, narrow, empty building next door to Proctors-a
popular theater-into a specialty hotel.

"Chapter 11 will give us time to submit a reorganization plan that
features our plans to subdivide the hotel into a mix of studio,
one bedroom and two bedroom apartments," Mr. Myers, president of
Concord Development, said in a statement.  "The addition of the
new YMCA and other downtown amenities has made it even more
attractive to market the Parker Inn for downtown living.  Our goal
is to emerge from Chapter 11, as so many companies have before us,
stronger than before."

Mr. Myers said he has already signed leases to convert two of the
hotel rooms into corporate apartments. Another possibility would
be selling units as condominiums.

The Business Review relates that the struggles at the Parker Inn
appear to mirror those at another boutique hotel, 74 State, in
downtown Albany.  The lender for 74 State started foreclosure
proceedings on the property last year.  The recession hit the
travel industry particularly hard, as hotel operators contended
with fewer bookings and rising costs.


PATRIOT SEED: Dist. Court Affirms Ruling on Rothert Transfers
-------------------------------------------------------------
District Judge Joe Billy McDade affirmed Bankruptcy Judge William
V. Altenberger's Jan. 20, 2010 decision finding that a transfer
made by Patriot Seed, Inc., to Rodney Rothert was a voidable
preference pursuant to 11 U.S.C. Sec. 547.  Mr. Rothert made the
appeal.  The appellate case is Rodney Rothert, Defendant/
Appellant, v. Richard E. Barber, Trustee, Plaintiff/Appellee,
Case No. 10-cv-1055 (C.D. Ill.).  A copy of the District Court's
March 31, 2011 Order and Opinion is available at
http://is.gd/7Wmpitfrom Leagle.com.

Patriot Seed, Inc., was in the business of producing seed corn and
seed beans for sale to farmers for planting.  Patriot Seed filed
for Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No. 03-_____) on
Sept. 4, 2003.  The case was converted to one under Chapter 7 on
March 16, 2004, and Richard Barber was appointed as the Chapter 7
Trustee for the case.


PAUL HEMMER: Chicago Unit Files for Chapter 7 Liquidation
---------------------------------------------------------
Cincinnati.com reports that Paul Hemmer Development Co. IV LLC has
filed Chapter 7 bankruptcy, prompting the firm to end its Chicago-
area operations.  The Company is an Illinois development entity
associated with Fort Mitchell-based Paul Hemmer Co.

Cincinnati.com, citing court documents filed in U.S. Bankruptcy
Court in Covington on April 1, 2011, discloses that Paul Hemmer
Development declared assets of $2.4 million and liabilities worth
$40.8 million.  According to the report, the Company's largest
debt was $8.8 million to Bank of America, which recently filed
foreclosure on a property called Legacy Center in St. Charles,
Ill.

Cincinnati.com relates that Hemmer opened a Chicago office in 2004
and bought a 38-acre suburban Chicago plot in 2005.  The developer
then built six industrial buildings and an office center there,
with land to spare for future development.  Five of those
properties had sold in recent years.  But the recession had forced
down the values of the remaining buildings and land, and the tough
lending environment stalled development.

The combination of foreclosure and losses from two other failing
properties in Illinois depleted the development company of cash
and forced it to file bankruptcy, Cincinnati.com says.

"We were trying to replicate what we'd done here, recognizing that
the Chicago market is so much larger," Cincinnati.com quotes
Paul Hemmer Jr., president and CEO of Paul Hemmer Co., as saying.
"It's unfortunate that we had several things collide at the same
time."

Cincinnati.com notes that Hemmer Jr. was named a co-debtor in the
filing, along with several other banks, development entities and
Pomeroy Investments, a Scottsdale, Ariz. firm owned by Pomeroy IT
Solutions founder David Pomeroy.

Several Illinois properties still remain, but Mr. Hemmer is
working with lenders and investors on a strategy to unload them,
according to Cincinnati.com.


PCL GROUP: Files for Chapter 7 Liquidation
------------------------------------------
Bob Sanders at New Hampshire Business Review notes that PCL Group
LLC dba M.S. Ross, Raingear Depot, Firehouse Treasures, Jaffrey,
filed for Chapter 7 bankruptcy protection, estimating assets of
between $500,000 and $1 million, and liabilities of $100,000 and
$500,000.


PERKINS & MARIE: Moody's Cuts Corporate Family Rating 'Ca'
----------------------------------------------------------
Moody's Investors Service downgraded Perkins & Marie Callender's
Probability of Default and Corporate Family ratings to Ca from
Caa3.  The company's senior unsecured notes were lowered to C from
Ca.  The ratings outlook remains negative.  The Speculative Grade
Liquidity (SGL) rating was affirmed at SGL-4.

Ratings downgraded:

   -- Corporate Family Rating to Ca from Caa3

   -- Probability of Default Rating to Ca from Caa3

   -- $190 million Senior unsecured notes due 2013 to C (LGD 5,
      73%) from Ca (LGD 5, 73%)

Ratings affirmed:

   -- Speculative Grade Liquidity rating at SGL - 4

Ratings Rationale

The downgrade and the negative outlook reflect Moody's view
that PMC will likely default on its debt obligations in the very
near-term.  The company did not make its interest payment of
approximately $9.5 million due April 1, 2011, on the $190 million
senior unsecured notes.  While the bond indenture governing the
senior unsecured notes allows a 30-day grace period after the
interest payment due date, Moody's views the default probability
as high given the company's very weak liquidity.  The Ca Corporate
Family Rating also incorporates the high probability of debt
impairment within the capital structure given the company's very
high leverage relative to its cash flow generation and asset base.
In particular, Moody's expects material losses for the unsecured
senior creditors in the event of default given its effective
subordination to a significant amount of secured debt.

The Probability of Default rating could be revised to D or LD if
the company fails to make interest payment within the grace
period, or files for Chapter 11 bankruptcy protection.

Moody's does not anticipate upward rating momentum in the near
term given the operating environment and the high likelihood the
company will file for bankruptcy or undertake a distressed debt
exchange.  A balance sheet restructuring that materially lowers
debt levels and improves liquidity could lead to an upgrade.

Moody's last rating action on PMC occured on September 21, 2009,
when its SGL was lowered to SGL-4.

The principal methodologies used in this rating were Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009, and Global Restaurant
Industry published in July 2008.

Perkins & Marie Callender's, headquartered in Memphis, Tennessee,
operated 161 restaurants and franchised 319 units under the
"Perkins" brand name as of Oct. 3, 2010.  The company also
operated 90 restaurants and franchised 37 units under the "Marie
Callender's" name.  Revenues for the last twelve months were
approximately $515 million.


POINT BLANK: Amends Plan to Remove Rights Offering Proposal
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Point Blank Solutions Inc.
revamped its reorganization plan, replacing a backstopped rights
offering that generated protests from the Securities and Exchange
Commission with a direct subscription program that would allow
three firms to purchase up to $25 million in shares in the
company.  Point Blank on Friday filed its amended Chapter 11 plan
and disclosure statement, or plain-text plan outline, tweaking its
plans for a bankruptcy exit.

According to DBR, under the new version of the plan, Prescott
Group Capital Management LLC, Privet Opportunity Fund LLC and
Lonestar Capital Management LLC -- the trio previously in line to
backstop the company's rights offering -- have signed on to
purchase shares in the reorganized company.  The shares will total
$15 million, according to court papers, but can be increased to
$25 million if the purchasers wish.  Lonestar will get 40% of the
shares, while Privet and Prescott will each get 30%.

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April
14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POINT BLANK: Former CEO Files Appeal to Deregistration Approval
---------------------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions shareholder
and former C.E.O. convicted of fraud and insider trading David H.
Brooks filed an appeal to the order approving the Debtors' motion
for approval of a consent agreement with the SEC, limited relief
from the automatic stay and the authority to de-register as a
public company.

                           About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April
14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


PONY EXPRESS: Court Confirms Reorganization Plan
------------------------------------------------
Bankruptcy Judge R. Kimball Mosier held that the Plan of
Reorganization by Pony Express RV Resort, LLC, satisfies all of
the applicable factors set forth in 11 U.S.C. Sec. 1129(a).  "The
debtor is entitled to an Order Confirming Plan," Judge Mosier
said.

The Court also held that the modification of the term of the Plan
from a 60-month term to a 36-month term is not adverse to
creditors and does not constitute a material change that would
require re-noticing by serving the modified Plan on creditors and
re-setting the confirmation hearing.

Midland States Bank objected to the confirmation of the Plan,
which objection was later resolved.

A copy of the Court's March 31, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/0C4J9vfrom
Leagle.com.

Based in North Salt Lake, Utah, Pony Express RV Resort, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 09-30365) on
Sept. 24, 2009, represented by lawyers at Tycksen & Shattuck, LC.
In its petition, the Debtor listed $1 million to $10 million in
assets and $10 million to $50 million in debts.


PRS INSURANCE: Bankr. Ct. Declines to Hear Reinsurance Lawsuit
--------------------------------------------------------------
WestLaw reports that a Chapter 11 trustee's action against
insurers alleging breach of reinsurance agreements and bad faith
refusal to pay claims was a non-core proceeding. It was possible
that the action might impact the size of the liquidating trust.
However, it was separate from the bankruptcy petitions and did not
involve any steps in the bankruptcy cases. The claims arose under
state law.  An order confirming the joint debtors' plan of
liquidation had already been entered.  In re PRS Ins. Group, Inc.,
--- B.R. ----, 2011 WL 1195938 (Bankr. D. Del.).

A copy of the Honorable Mary F. Walrath's Memorandum Opinion in
Logan, et al. v. Westchester Fire Insurance Company, et al., Adv.
Pro. No. 11-50467 (Bankr. D. Del.), dated Mar. 30, 2011, is
available at http://is.gd/r56gteat no charge.

Headquartered in Beachwood, Ohio, PRS Insurance Group Inc. is the
parent company whose subsidiaries include insurance companies,
insurance agencies, offshore reinsurers, and investment funds.  An
involuntary Chapter 7 petition was filed against the company on
Oct. 31, 2000 (Bankr. D. Del. Case No. 00-04070).  On Jan. 19,
2001, the case was converted to a voluntary chapter 11 case.  On
June 5, 2001, the Court entered an order appointing Sean C. Logan
as the chapter 11 trustee.  The chapter 11 Trustee then filed
voluntary bankruptcy petitions under chapter 11 for some of the
company's subsidiaries.  Young, Conaway, Stargatt & Taylor
represents the chapter 11 trustee.  The Debtors disclose scheduled
claims totalling $218,377,368.  The Debtor and the Chapter 11
Trustee filed a chapter 11 plan of liquidation in Jan. 2007, which
the Bankruptcy Court confirmed on Mar. 2, 2007, and took effect on
Aug. 24, 2007.


PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010
-----------------------------------------------------
Puradyn Filter Technologies Incorporated reported a net loss of
$1.57 million on $3.10 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $2.07 million on $1.91
million of revenue during the prior year.

Kevin G. Kroger, President and COO, stated, "2010 saw the Company
continue to make progress in our targeted industries by providing
cost savings through safely extending oil change intervals for
engines with extremely large oil sumps.  The lessons learned from
this past economic downturn have shown how significant it is to
research alternative ways to reduce operating costs, such as the
use of bypass oil filtration to safely extend the oil's life.
Several of our customers are finding additional benefits by
reducing their carbon footprint."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/mWMSu8

                       About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs,
manufactures, markets and distributes worldwide the puraDYN(R)
bypass oil filtration system for use with substantially all
internal combustion engines and hydraulic equipment that use
lubricating oil.

The Company's balance sheet at Sept. 30, 2010, showed total assets
of $1,996,583, total liabilities of $7,984,914, and a
stockholders' deficit of $5,988,331.

                        Going Concern Doubt

Webb and Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2009.  The independent auditors
noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.


QA3 FINANCIAL: PAC May Terminate Insurance Policy
-------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney granted Premium Assignment
Corporation's request for relief from the automatic stay in the
bankruptcy case of QA3 Financial Corp. so it may cancel an
insurance policy and collect all unearned premiums on the policy
up to the balance of the outstanding indebtedness to PAC.  QA3 had
objected, arguing that PAC does not have a perfected security
interest under the Uniform Commercial Code and that QA3 has equity
in the unearned premiums and the insurance policy is necessary for
an effective reorganization.

On Nov. 1, 2010, QA3 and PAC entered into a Premium Finance
Agreement, pursuant to which PAC advanced to the Debtor's
insurance carrier prepayment of one year of the Debtor's premiums
under a liability insurance policy.  QA3 agreed to make nine
monthly payments to PAC, each in the amount of $45,986, with the
first installment due Dec. 15, 2010, and each installment
thereafter due on the 15th day of each successive month.  To
secure payment of the indebtedness, the Debtor granted to PAC a
security interest in all unearned premiums and, by an irrevocable
power of attorney, granted PAC the power to cancel the policy and
to collect all unearned premiums in the event that the Debtor
defaulted under the terms of the Finance Agreement.

QA3 is in default under the terms and conditions of the Finance
Agreement for failure to make the payments due on Feb. 15, 2011,
and March 15, 2011.  QA3 has failed to offer any adequate
protection to PAC and the unearned premiums, which PAC claims as
its collateral, are declining at the rate of $1,346.32 per day.

A copy of the Court's April 5, 2011 Order is available at
http://is.gd/CbeHVEfrom Leagle.com.

QA3 Financial Corp. in Omaha, Nebraska, filed a voluntary Chapter
11 petition (Bankr. D. Neb. Case No. 11-80297) on Feb. 11, 2011.
Robert V. Ginn, Esq., at Husch Blackwell Sanders, serves as
bankruptcy counsel.  In its petition, the Debtor listed $1 million
to $10 million in assets and debts.  No trustee has been appointed
and no official committee of creditors has been appointed.


QUANTUM FUEL: Agreement with General Motors Kept Confidential
-------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., submitted an
application under Rule 406 requesting confidential treatment for
information it excluded from the Exhibits to a Form S-1
registration statement filed on March 4, 2011.  Based on
representations by Quantum Fuel Systems Technologies Worldwide,
Inc., that this information qualifies as confidential commercial
or financial information under the Freedom of Information Act, 5
U.S.C. 552(b)(4), the Division of Corporation Finance has
determined not to publicly disclose it.  Accordingly, excluded
information from an Agreement in Support of Development Program
with General Motors Holdings LLC will not be released to the
public  until March 27, 2013.

                        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.


QUICK-MED TECH: Inks License Agreement With Avery Dennison
----------------------------------------------------------
Quick-Med Technologies, Inc., entered into a License Agreement
with Avery Dennison Corporation, an unrelated party.  Under the
Agreement, the Company grants Avery a worldwide exclusive right
and license to use its proprietary NIMBUS(R) antimicrobial
technology in antimicrobial adhesive for medical devices.  In
addition, the Company grants Avery a three-year exclusive single
right of first option to negotiate with the Company for exclusive
licenses of a Next Generation Antimicrobial Adhesives Technology,
a Stay Fresh(R) Technology and a Competing Technology, all of
which are proprietary technologies of the Company.

As consideration, Avery will pay the Company lockout fees over a
three to four year period and loyalties for products to which
Company's technologies are incorporated.  Avery will lose the
exclusivity of license unless it pays the lockout fees and minimum
royalty at agreed times and makes commercially reasonable efforts
to generate sales of its products.  The Agreement will remain
effective until the expiration of the last to expire of the
Company's proprietary intellectual property.

A full-text copy of the License Agreement is available at no
charge at http://is.gd/kEjvq7

                   About Quick-Med Technologies

Gainesville, Fla.-based Quick-Med Technologies, Inc. is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  The
Company's four core technologies are: (1) NIMBUS(R); (2) Stay
Fresh(TM); (3) NimbuDerm(TM); and (4) MultiStat(R).

The Company's balance sheet as of Sept. 30, 2010, showed
$1,175,369 in assets, $7,769,876 in liabilities, and a
stockholders' deficit of $6,594,507.

Daszkal Bolton LLP, in Boca Raton, Fla., 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 June 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses and negative cash flows
from operations for the years ended June 30, 2010. and 2009, and
has a net capital deficiency.


QUIGLEY CO: Plan-Support Agreement for Reorganization Approved
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Quigley Company Inc. made a major advance toward closing out an
almost 7-year old reorganization when the bankruptcy judge in
Manhattan signed an order last week approving a plan-support
agreement with Pfizer and an ad hoc committee representing 40,000
asbestos claimants.  The plan-support-agreement is designed to aid
in implementation of the final settlement negotiated among
Quigley, Pfizer and the committee.

Mr. Rochelle relates that Quigley has a May 11 hearing for
approval of a disclosure statement explaining the settlement and
treatment of asbestos claimants under the Chapter 11 plan.  The
bankruptcy judge took pains to say that approval of the support
agreement doesn't bind Quigley to the settlement until it too is
approved by the court.

Mr. Rochelle notes that the settlement headed off a hearing that
would have been held in April where the ad hoc committee would
have sought dismissal of the Quigley reorganization begun in
September 2004.  The motion to dismiss was in response to a ruling
by the bankruptcy judge in September refusing to confirm Quigley's
prior reorganization plan.  The judge determined that the plan was
filed in bad faith and wasn't feasible.  Quigley's new plan is
designed to cure the defects the judge identified in September.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


RASER TECHNOLOGIES: Seeks to Correct Ticker Symbol Error
--------------------------------------------------------
Raser Technologies, Inc., is quoted over-the-counter under ticker
symbol "RZTI" and information regarding quotes and trading
activity for Raser can be found at www.otcbb.com.

Raser's annual report on Form 10-K for the year ended Dec. 31,
2010, was required to be filed on March 31, 2011, which is 90 days
after the close of the fiscal year, as Raser is filing as a
"smaller reporting company" with regard to that annual period.

Raser timely filed with the Securities and Exchange Commission on
EDGAR, on April 1, 2011, a Form 12b-25, that extended the time for
the filing of the Annual Report by 15 calendar days or until
April 15, 2011.

However, Raser's ticker symbol has, in error, been assigned an "E"
which is intended to signify that it is late in its periodic
filings.  This is an error that Raser is working with FINRA to
correct.  Raser asserts that it is not late in the filing of any
of its periodic filings, including the Annual Report.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                           *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due Oct. 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


REAL MEX: Appoints David Goronkin as Chief Executive Officer
------------------------------------------------------------
Real Mex Restaurants, Inc., announced the appointment of David
Goronkin as President and Chief Executive Officer and Chairman of
the Board, effective June 1, 2011.

Outgoing CEO, Dick Rivera, who has recently fulfilled a two year
contract with RMR, said, "David Goronkin's decision to take the
helm at Real Mex bodes well for the future of the company.  David
is an industry leader who is in touch with consumer trends and
thoroughly grounded in the fundamentals of the business, having
led several organizations through significant change and brand
repositioning efforts.  David is a person of character, who
brings, energy, focus, a sense of optimism and fun to what he
does."

David Goronkin, 48, has worked in the restaurant industry for over
25 years.  For the last two years he has served as President and
CEO at Bennigan's Franchising Company, focusing on revitalizing
the brand, which has approximately 100 restaurants throughout the
U.S. and other countries.  Previously, he was CEO, President, and
Director at Redstone American Grill, owner of several up-scale,
high-volume, full service restaurants. Goronkin spent 4 1/2 years
as CEO of Famous Dave's of America, beginning in 2003, where he is
credited with improving the company's focus and helping Famous
Dave's become the nation's top barbecue chain.  He was also COO at
Buffet's, Inc., operator of the HomeTown Buffet and Old Country
Buffet chains and spent nearly ten years with the company and also
served on its Board of Directors.  Goronkin also spent 10 1/2
years at Chi Chi's Mexican Restaurants early in his career.  In
2006, Goronkin received the International Foodservice
Manufacturers Association's Silver Plate Award.  He has also
served on the Board of the National Restaurant Association and its
educational foundation.
"I am a real fan of the Real Mex family of restaurants and look
forward to working with the team to move the brands forward," said
Goronkin.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at Dec. 26, 2010 showed $281.44
million in total assets, $253.97 million in total liabilities and
$27.47 million in total stockholders' equity.


REGEN BIOLOGICS: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ReGen Biologics, Inc.
        411 Hackensack Avenue
        Hackensack, NJ 07601

Bankruptcy Case No.: 11-11083

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Lead Counsel: PILLSBURY WINTHROP SHAW PITTMAN LLP

Debtor's Counsel: Stephen W. Spence, Esq.
                  PHILLIPS, GOLDMAN & SPENCE
                  1200 N. Broom Street
                  Wilmington, DE 19806
                  Tel: (302) 655-4200
                  Fax: (302) 655-4210
                  E-mail: ss@pgslaw.com

Scheduled Assets: $1,496,261

Scheduled Debts: $5,208,393

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/deb11-11083.pdf

The petition was signed by Gerald E. Bisbee, Jr., Ph.D., president
and chief executive officer.

Affiliate that simultaneously filed separate Chapter 11 petition:

Debtor                       Case No.
------                       --------
RBio, Inc.                    11-11084


REOSTAR ENERGY: Wants to Use E-Fire Unsecured Loan for Operations
-----------------------------------------------------------------
ReoStar Energy Corporation, et. al., ask the U.S. Bankruptcy Court
for the Northern District of Texas to approve a postpetition loan
by an insider.

The Debtors relate that their alleged secured creditor would only
authorize the limited use of the cash collateral for operations.

The Debtors are looked for alternative sources to temporarily
finance their business operations because Rife Energy Operating,
Inc., the operating for its interests in the Barnett Shale, had a
disagreement with the Debtors over certain accounts owing relating
to operations, which caused the delay in the receipt of income
from operations in the Barnett Shale.

In November 2010, E-Fire made advances of $20,000 and $22,000 to
ReoStar Energy Corporation on an unsecured and undocumented basis.

E-Fire is a company controlled by M.O. ?Trey? Rife, III, who is an
insider of the Debtors.  Reostar owes E-Fire $3.7 million in
subordinated debt.

The advances were used to pay prepetition payables relating to the
Corsicana mineral interests and payroll expenses at the beginning
of the cases and payroll.  E-Fire made the advances to keep the
Debtor Reostar operating after the bankruptcy filing.  E-Fire has
not filed an administrative claim relating to the advances.

The Debtor and E-Fire agreed that the priority of the advances,
will be for payment of E-Fire only after the payment of all other
administrative expenses.

The Debtors are represented by:

     Bruce W. Akerly, Esq.
     CANTEY HANGER LLP
     1999 Bryan Street, Suite 3330
     Dallas, TX 75201
     Tel: (214) 978-4129
     Fax: (214) 978-4150
     E-mail: bakerly@canteyhanger.com

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for
Chapter 11 bankruptcy protection on Nov. 1, 2010 (Bankr. N.D.
Tex. Case No. 10-47176).  Bruce W. Akerly, Esq., at Cantey Hanger
LLP, represents the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15,335,337 in assets and
$16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RIVIERA HOLDINGS: Riviera Voteco Owns 100% of Class A Common Stock
------------------------------------------------------------------
Riviera Voteco, L.L.C., BSS Voteco, L.L.C., and Barry S.
Sternlicht, disclosed in a regulatory filing on April 5, 2011,
that as of April 1, 2011, they beneficially own 10 shares
representing 100% of Riviera Holdings Corporation's Voting Class A
Common Stock.

Riviera Voteco, L.L.C., is a Delaware limited liability company.
The members of Voteco are: BSS Voteco, L.L.C., a Delaware limited
liability company. and Desert Rock Enterprises LLC, a Nevada
limited liability company.  BSS is member managed and its sole
member is Mr. Sternlicht.

A complete text of the Schedule 13D is available for free at:

                       http://is.gd/KY1BZ7

                     About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

If the Plan of Reorganization is not substantially consummated:
(a) the Plan of Reorganization will be deemed null and void and
the Company will then seek to reorganize pursuant to a different
plan which will need to meet the confirmation standards of the
Bankruptcy Code; (b) the Lockup Agreement will no longer be in
effect; and (c) the Company may be required to obtain interim
financing, if available, and liquidate its assets which may have a
material adverse effect on the financial position, results of
operations, or cash flows of the Company.


RPO INC: Files for Chapter 7 Bankruptcy
---------------------------------------
Eric Sanderson at BankruptcyHome.com reports that RPO Inc. has
filed for Chapter 7 bankruptcy due to a customer pulling out of a
large project.

BankruptcyHome.com says the Company made the filing in the
Northern California U.S. bankruptcy court, following its
Australian partner's voluntary administration filing.

BankruptcyHome.com, citing a report from The Wall Street Journal,
relates that the company was working with a South Korean
manufacturer to build laptop computers with components created by
RPO.

According to BankruptcyHome.com, the "digital waveguide touch"
technology was planned to be used by the computer makers, but
after the deal was terminated, RPO had no other funding options.
Various investors are still affiliated with the company, but have
no ability to fund continued operations, BankruptcyHome.com adds.

                             About RPO Inc.

RPO, Inc. develops, designs, and manufactures waveguides for the
consumer electronics market.  The company's products include
digital waveguide touch systems, which is a touch screen solution
applied in various products, including gameplayers, cellphones,
PDAs, GPS systems, automotive control displays, multimedia
players, and tablet personal computers, as well as in ATM's and
gambling machines.  It also manufactures polymer optical
waveguides on wafer and panel substrates.  The company was
incorporated in 2005 and is headquartered in San Jose, California.
It has a research and development facility in Canberra, Australia;
and pilot assembly operations in Sydney, Australia.


SAILBOAT PROPERTIES: Court Pegs Bath Property at $2,250,000
-----------------------------------------------------------
A hearing took place on Dec. 1, 2010, in which Sailboat
Properties, LLC's "dirt for debt" plan of reorganization was
confirmed, subject to the Court's further determination of the
value of roughly 7 acres of real property in Bath, North Carolina.
In a March 31, 2011 Order, Bankruptcy Judge Stephani W.
Humrickhouse held that the present value of the property to be
surrendered under the Debtor's plan is $2,250,000.  As a result,
Capital Bank holds a secured claim for $2,250,000 and an unsecured
claim for $297,087.  A copy of the Court's ruling is available at
http://is.gd/WX2i83from Leagle.com.

Sailboat Properties, LLC, in Raleigh, North Carolina, filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 10-03718) on May 7,
2010.  Jason L. Hendren, Esq., at Hendren & Malone, PLLC, serves
as bankruptcy counsel.  According to the Company's schedules,
assets total $3,900,983 while debts total $2,502,935.


SATELITES MEXICANOS: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., has filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                               $0
B. Personal Property                 $393,427,023
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $442,763,459
E. Creditors Holding
   Unsecured Priority
   Claims                                               $1,664,432
                                                    + undetermined
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $13,272,087
                                                    + undetermined
                                      -----------      -----------
TOTAL                                $393,427,253     $457,699,978
                                                    + undetermined
                         About Satmex SAB

Satelites Mexicanos, 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.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Lazard Freres & Co. LLC is
the Debtors' investment banker.  Ernst & Young LLP is the Debtors'
financial advisor.  Rubio Villegas & Asociados, S.C., serves as
the Debtors' special Mexican corporate and regulatory counsel.
Epiq Bankruptcy Solutions is the Debtors' claims and notice agent.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Taps Epiq as Balloting & Claims Agent
----------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Epiq Bankruptcy Solutions, LLC, as balloting, noticing,
claims and subscription agent.

Epiq will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. provide claims administration services;

     c. act as balloting agent and consult with the Debtors and
        their counsel regarding timing issues, voting and
        tabulation procedures, and documents needed for the vote;
        and

     d. collect and review contracts and leases and prepare custom
        reports.

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

        Clerk                                   $40-$60
        Case Manager (Level 1)                 $125-$175
        IT Programming Consultant              $140-$190
        Case Manager (Level 2)                 $185-$220
        Senior Case Manager                    $225-$275
        Senior Consultant                        $295

A copy of the Debtors' service agreement with Epiq is available
for free at:

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

Jennifer M. Meyerowitz, Epiq's Vice President and Director of
Business Development, assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Satmex SAB

Satelites Mexicanos, 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.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Lazard Freres & Co. LLC is
the Debtors' investment banker.  Ernst & Young LLP is the Debtors'
financial advisor.  Rubio Villegas & Asociados, S.C., serves as
the Debtors' special Mexican corporate and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

The Debtors disclosed $441.6 million in total assets and
$531.6 million in total debts as of March 23, 2011.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SATELITES MEXICANOS: Taps Greenberg Traurig as Bankruptcy Counsel
-----------------------------------------------------------------
Satelites Mexicanos, S.A., de C.V., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ the law firm of Greenberg Traurig, LLP, as bankruptcy
counsel, nunc pro tunc to the Petition Date.

Greenberg Traurig can be reached at:

                  Attn: Victoria Watson Counihan, Esq.
                  Greenberg Traurig, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

Greenberg Traurig has advised the Debtors that the current hourly
rates applicable to the principal attorneys and paralegals
proposed to represent the Debtors are:

        Professional                        Rate Per Hour
        ------------                        -------------
     Nancy A. Mitchell                          $945
     Maria DiConza                              $730
     Victoria W. Counihan                       $665
     Paul J. Keenan Jr.                         $600
     Alexandra Aquino-Fike                      $420
     Aviram Fox          $395
     Matthew L. Hinker                          $315
     Elizabeth Thomas                           $235

Other attorneys and paralegals will render services to the Debtors
as needed.  Greenberg Traurig's hourly rates are:

        Professional                        Rate Per Hour
        ------------                        -------------
     Shareholders                            $340-$1,090
     Of counsel                              $360-$935
     Associates                              $175-$610
     Legal Assistants/Paralegals              $60-$310

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

                         About Satmex SAB

Satelites Mexicanos, 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.

Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011
(Bankr. D. Del. Case No. 11-11035).

Affiliates Alterna'TV International Corporation (Bankr. D. Del.
Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case
No. 11-11033) simultaneously filed separate Chapter 11 petitions.

Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.  Epiq Bankruptcy Solutions is the Debtors'
claims and notice agent.

Jefferies & Company, Inc., is the financial advisor to supporting
2nd lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting 2nd lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

In its schedules, Satmex disclosed $393,427,253 in total assets
and $457,699,978 in total debts.


SCO GROUP: UnXis Completes Purchase of SCO Unix Assets
------------------------------------------------------
UnXis, Inc. announced on April 11, 2011, that the sale of The SCO
Group, Inc. operating assets and intellectual property rights to
UnXis has been approved by the bankruptcy court in Delaware,
creating a new company dedicated to the advancement of the
reliable, scalable, secure Unix operating system and software
solutions.  Following the court's decision, UnXis now owns all
intellectual property rights and assets related to SCO free and
clear of any encumbrances and retained obligations of the previous
holders, clearing the way for the advancement of the company and
technology under new leadership.

The new company is led by visionary CEO Richard A. Bolandz who
over the past twenty years has lead competitive strategy,
corporate development and technology commercialization at Qwest
Communications, where he served as Chief Information Officer, MCI
Communications, and UNISYS Global Outsourcing & Infrastructure
Services.

UnXis is committed to investing substantial capital over the next
18 months into product and technology development, as well as
building upon its world-class management, sales and customer
support team. UnXis intends to retain the SCO team, which embodies
a remarkably committed culture and depth of experience, while
doubling resources in the areas of customer relationships with
distributors, VARs, ISVs, integrators and hardware manufacturers,
as well as customer support and product development.

Under the sale terms, UnXis retains all customer contracts, the
rights to the UNIX and UNIXWARE trademarks and installed base of
over 32,000 customer contracts in 82 countries, including major
enterprise customers in finance, manufacturing, retail, quick-
serve restaurants, consumer electronics and state and federal
government.

Asked about the company's strategy Bolandz said, "Our first
commitment is to our customers, VARS and channel partners to
support their existing needs as well as a whole new generation of
hardware, software and requirements of the cloud."

"With today's development, we have cleared the way for a rebirth
of the Unix operating system that for nearly 30 years has reliably
powered mission-critical information systems around the globe,"
said Bolandz.  "With the purchase of these valuable assets
complete, we can now focus 100 percent of our attention and
energies on bringing state-of-the-art technology capabilities to
the Unix platform, improving customer service and support, and
capitalizing on the robust and secure SCO Unix operating system
for today's cloud-based systems."

The company will focus on three immediate priorities:

-- Industry-Leading Technology

Harnessing the unmatched reliability, scalability and security of
Unix, the company has a dedicated vision to serve SMB, enterprise
and OEM customers through development of a solutions supporting
new generations of hardware, software and cloud computing
technologies that are backward-compatible with all existing
products. It is committing to a quarterly release schedule to
provide enhanced capabilities to meet the evolving needs of its
customers including the introduction of technology applications in
cloud computing, 64-bit computing, biometric authentication,
VMWare, IPV6 and virtualization.

-- Collaborative Operating Model

The company is committed to collaborating with each customer
across SCO's vast footprint spanning 82 countries to provide the
best, customizable technology solution and support to drive their
businesses forward.  It is investing in the areas of customer
relationships with distributors, VARs, ISVs, integrators and
hardware manufacturers, as well as in customer support and product
development capabilities. Through strategic partnerships with
large system integrators including Accenture, Booz Allen Hamilton
and Unisys, the company plans to build industry-leading consulting
and support services ensuring leading-edge operations and Unix
operating systems on new and existing hardware platforms.

-- Best and Brightest Talent

The company is making an enormous investment in talent with some
key strategic hires as well as doubling resources in engineering,
technical support and customer relationship management.  Building
on the legendary SCO software engineering team, a remarkably
committed culture with exceptional depth of experience, the
company aims to resume its technology leadership by attracting the
best and brightest engineering talent.

"This new company has a much more collaborative vision in terms of
involving customers and developers at all levels to drive the
development of an entirely new generation of mission-critical
software," said Co Founder and MerchantBridge partner Eric Le
Blanc.  "It has what it takes -- visionary leadership, solid
financial backing, and incredibly rich technology assets -- to
realize Unix technology's full potential as the most reliable,
secure and scalable operating system for the global enterprise and
SMB markets."

                           About UnXis Inc.

UnXis, Inc., -- http://www.unxisco.com/-- a new company formed by
Stephen Norris Capital Partners and MerchantBridge Group created
to acquire all the operating assets and intellectual property
rights of The SCO Group, Inc. Led by a team of visionary and
accomplished technology and businesses executives, UnXis, Inc.,
intends to invest in the future of the Unix operating system,
harnessing advanced technologies that will build upon the
operating system's unmatched reliability, dependability and
security for mission-critical and cloud-based applications.

                          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: Court Denies Approval of Disclosure Statement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has denied approval of Shilo Inn, Killeen LLC's disclosure
statement explaining its proposed chapter 11 plan of
reorganization.

In an order dated March 28, 2011, the Court also directed Shilo
Inn to show cause why its Chapter 11 case should not be converted
or dismissed at the hearing scheduled for May 26, 2011, at 1:30
p.m.

Any response must be filed 14 days before the hearing, and must be
served on the U.S. Trustee and a judge's copy delivered to
Chambers on the same date.

Shilo Inn may use the hearing date for a motion for approval of an
amended disclosure statement, according to the March 28 order.

                          About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy on Dec. 6, 2010 (Bankr. C.D. Calif. Case No.
10-62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.


SKYLINE INVESTMENT: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Skyline Investment Group LLC
        1951 Northwest 97th Avenue
        Doral, FL 33172

Bankruptcy Case No.: 11-19529

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Paul L. Orshan, Esq.
                  PAUL L. ORSHAN, P.A.
                  2506 Ponce de Leon Blvd
                  Coral Gables, FL 33134
                  Tel: (305) 529-9380
                  Fax: (305) 402-0777
                  E-mail: plorshan@orshanpa.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-19529.pdf

The petition was signed by Mayra Velez, manager/member.


SKYPORT GLOBAL: Court Grants McKool Smith $74T in Fees
------------------------------------------------------
In the suit, Joanne Schermerhorn, John K. Waymire, et al., v.
CenturyTel, Inc. (a/k/a Century Link), Clarence Marshall, et al.,
Adv. Pro. No. 10-03150 (Bankr. S.D. Tex.), Bankruptcy Judge Jeff
Bohm ruled that McKool Smith P.C. is entitled to recover $74,178
of its requested fees and expenses as a form of sanctions for the
Plaintiffs' bad faith conduct in filing an original petition in
contravention of the plan and confirmation order in the bankruptcy
case of Skyport Global Communications, Inc.  The award represents
the amount of fees and expenses reasonably expended by McKool
Smith in prosecuting a motion for sanctions and is appropriate to
deter repetition of the Plaintiffs' bad faith conduct.  Moreover,
the Court denied a Motion for Additional Sanctions.

On Feb. 12, 2010, the Plaintiffs filed an original petition
against the Defendants in the District Court of Harris County,
Texas, bearing Cause No. 2010-09675.  The Plaintiffs represented
to the Harris County Court that 37 of the plaintiffs are owners of
shares of common stock of SkyComm.  This representation was false,
as all shares of SkyComm had been cancelled four months prior to
the filing of the Original Petition.  SkyComm's Plan expressly
provided for the merger of SkyComm into Skyport and for the
cancellation of all shares of SkyComm stock, which became
effective Oct. 13, 2009.

A copy of Judge Bohm's March 31, 2011 Memorandum Opinion is
available at http://is.gd/wU5iRCfrom Leagle.com.

Satellite and terrestrial communication service provider SkyPort
Global Communications, Inc. -- http://www.skyportglobal.com/--
sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 08-36737)
on Oct. 24, 2008.  Edward L. Rothberg, Esq., at Weycer Kaplan
Pulaski & Zuber, in Houston, represents the Debtor.  At the time
of the chapter 11 filing, the Debtor reported $8,736,791 in assets
and was unable to estimate its liabilities.  The Court confirmed
Skyport's Chapter 11 Plan of Reorganization orally from the bench
at a hearing held on Aug. 7, 2009.  The Court entered an order
confirming the Plan on Aug. 12, 2009.


SL GREEN: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and stable outlook on SL Green.  "At the same time,
we revised our recovery rating on the rated senior unsecured notes
to '2' from '3', indicating that lenders can expect a substantial
recovery (70%-90%) in the event of a payment default.  This
improvement resulted in the upgrade of the company's senior
unsecured notes to 'BBB-' from 'BB+'.  The '2' recovery rating
affects roughly $625 million of rated senior unsecured notes
currently outstanding and reflects our practice of assigning
recovery ratings to all debt with a speculative-grade rating," S&P
stated.

"Our ratings on SL Green reflect a well-positioned office
portfolio that should continue to have above-average occupancy
relative to its markets," said credit analyst Elizabeth Campbell.
"Management's asset recycling activity continues to improve
portfolio asset quality; however, the company's portfolio
maintains considerable geographic and financial services-related
tenant concentrations."

"The outlook is stable.  We anticipate that the company will
ultimately refinance its credit facility debt with more costly
longer-term capital.  However, further deleveraging, along with
incremental revenue from accretive investments, should somewhat
temper the potential erosion to debt coverage.  We would consider
raising the rating if SL Green reduces its floating-rate debt,
lowers its credit facility usage, and lengthens its debt tenor
while sustaining fixed-charge coverage measures comfortably above
2.0x amid a more robust recovery in New York City office rents.
Conversely, we would lower the ratings if SL Green's fixed-charge
coverage measures fall below 1.7x, possibly due to weaker-than-
expected occupancy and rent or if aggressive acquisition activity
stretches the balance sheet," S&P noted.


SMITHFIELD REALTY: Vatche Manoukian-Owned Firm in Chapter 11
------------------------------------------------------------
Bob Sanders at New Hampshire Business Review notes that
35 Orange Street LLC, a firm owned by developer Vatche Manoukian,
Nashua, has filed for bankruptcy protection.  Another firm owned
by Mr. Manoukian -- Smithfield Realty LLC -- also filed for
Chapter 11 bankruptcy, estimating assets and debts of $100,000 to
$500,000.

35 Orange Street, LLC, sought Chapter 11 protection (Bankr. D.
N.H. Case No. 11-11032) on March 21, 2011.  See
http://bankrupt.com/misc/nhb11-11032.pdf

Smithfield Realty, LLC, sought bankruptcy protection (Bankr. D.
N.H. Case No. 11-11003) on March 18, 2011.  See
http://bankrupt.com/misc/nhb11-11003.pdf

35 Orange, estimating assets of less than $50,000, and liabilities
between $100,000 and $500,000, and Smithfield Realty were included
in the "* Recent Small-Dollar & Individual Chapter 11 Filings"
section of the April 1, 2011 edition of the Troubled Company
Reporter.


SOHO 25 RETAIL: Rents Belong to Mortgage Lender
-----------------------------------------------
Before the Bankruptcy Court is the question of whether rents from
certain debtor-owned real estate are property of the bankruptcy
estate or property of the debtor's mortgage lender by virtue of an
assignment of rents executed between the two parties.  On Jan. 3,
2011, Bank of America, N.A., as trustee for the Registered Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates Series 2006-GG8, filed a motion
requesting relief from the automatic stay in the bankruptcy case
of Soho 25 Retail, LLC.  The Lender sought to continue foreclosure
proceedings against 25 West Houston Street in New York City, which
is owned by debtor 25 Soho Retail, LLC.  Some three weeks after
the motion was filed, the Debtor filed a complaint against the
Lender asserting, among other claims, that the rents from 25
Houston are property of the Debtor's bankruptcy estate and have
been improperly collected by the Lender.  Three days after filing
its Complaint, the Debtor also filed an objection to the motion.
On Feb. 7, 2011, the Court held a hearing on the Lender's motion.
At the hearing, the Court and the parties agreed that the question
of whether the rents belong to the bankruptcy estate or to the
Lender is a threshold issue for the Lender's motion to lift stay,
the Debtor's Complaint, and the Debtor's ultimate reorganization.
Given the state of the record at the hearing, the Court denied the
motion without prejudice to permit the parties to supplement their
briefing on the rent issue. The parties agreed that their
briefing, as supplemented, would constitute cross motions for
summary judgment as to the proper ownership of these rents, an
issue presented in Count I of the Complaint.

In a March 31, 2011 Memorandum Decision and Order, Bankruptcy
Judge Sean H. Lane held that the rents are not property of the
Debtor's estate and instead rightfully belong to the Lender.
Accordingly, the Court grants summary judgment to the Lender on
Count I of the Complaint.  A copy of the ruling is available at
http://is.gd/XOhYmnfrom Leagle.com.

The suit is Soho 25 Retail, LLC, v. Bank of America, N.A. as
trustee for the Registered Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2006-GG8, Adv. Pro. No. 11-1286 (Bankr. S.D.N.Y.).

Bank of America, N.A. is represented by:

          Eduardo J. Glas, Esq.
          McCARTER & ENGLISH, LLP
          245 Park, Avenue, 27th Floor
          New York, NY 10167
          Tel: 212-609-6844
          Fax: 212-609-6921
          E-mail: eglas@mccarter.com

Soho 25 Retail, LLC, owns certain condominium units at 25 Houston,
which serves as ground floor retail space that it leases to three
commercial tenants.  It filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 10-15114) on Sept. 29, 2010, to avert a
foreclosure auction on its assets.  Nancy Lynne Kourland, Esq. --
nkourland@rosenpc.com -- at Rosen & Associates, P.C., serves as
bankruptcy counsel.  In its petition, the Debtor listed $1 million
to $10 million in assets and debts


SOLAR THIN: Harry Shufrin Resigns as CFO and Board Member
---------------------------------------------------------
Harry Shufrin resigned as Chief Financial Officer effective
April 1, 2011.  Mr. Shufrin also resigned as a member of Solar
Thin Films, Inc.'s Board of Directors.  Mr. Shufrin has resigned
to enable himself to focus and devote his time on his own existing
accounting practice.

                         About Solar Thin

Headquartered in New York, Solar Thin Films, Inc., engages in
the design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.


SPANISH POINT: Reorg. Plan Outline Hearing Set for April 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on April 21, 2011 at 9:15 a.m., to consider
adequacy of the Disclosure statement explaining Spanish Point,
LP's Plan of Reorganization.

As reported in the Troubled Company Reporter on Feb. 22, 2011,
according to the Disclosure Statement, after the Effective Date,
Protea Real Estate will continue to manage Spanish Point under the
terms of the Management Contract.  The prepetition General
Partner, TRA SP GenPar, will be replaced with a new General
Partner, a single purpose entity to be owned and operated by
Godfrey R. Traub, a principal of Protea.  Mr. Traub will serve as
the representative of the new General Partner.

Pursuant to the Plan terms, creditors holding Allowed General
Unsecured Claims will be paid out of Net Cash Flow, with payments
being made on a quarterly basis on Oct. 1, Jan. 1, April 1 and
July 1 of each year for a period of three years following the
Effective Date.  Payments will be distributed on a Pro Rata basis
from Net Cash Flow.

The Debtor believes there are no Allowed Tax Priority Claims.

Equity Interest Holders, limited partner interests, will retain
their interests in the Debtor.

The existing loan documents between the Debtor and lender U.S.
Bank National Association will be assumed fully by the Reorganized
Debtor and lender with certain modifications.  Any pre-petition
unpaid payments and any post-petition unpaid payment will be
rolled to the end of the loan and paid in a lump sum on the
maturity date.  Amounts paid by Debtor to Lender after the
Petition Date through the Effective Date will first be applied to
interest.

The Debtor believes U.S. Bank National Association, who acts as
Trustee for the Registered Holders of ML-CFC Commercial Mortgage
Trust 2007-6, Commercial Pass-Through Certificates, Series 2007-6,
is owed approximately $11,000,000.00, as of the Petition Date.
Pursuant to the Loan Agreement, the original principal amount
under the Note and all interest accrued was to be paid in full by
the maturity date of Feb. 8, 2017.

A copy of the Disclosure Statement, dated Jan. 28, 2011, is
available for free at:

           http://bankrupt.com/misc/SpanishPoint.DS.pdf

                       About Spanish Point

Dallas, Texas-based Spanish Point, LP, consists of TRA SP GenPar,
Inc., its General Partner, and CDB Spanish Point LP, its
Limited Partner.  The Debtor is the owner of a 300 unit apartment
community located at 4121 Harvest Hill Road, in Dallas, Texas,
commonly referred to as Spanish Point Apartments.  Spanish Point
consists of approximately 60 separate buildings with one to three
bedroom apartments ranging from approximately 600 to 1,500 square
feet.  Spanish Point was approximately 94% leased as of the
Petition Date.

Spanish Point filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 10-37791) on Nov. 1, 2010.  Vickie L. Driver,
Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,185,623 in assets
and $11,109,385 in liabilities as of the Chapter 11 filing.


SPENCER SPIRIT: Moody's Puts B2 Rating on Proposed $150MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability of Default Rating to Spencer Spirit Holdings,
Inc. (Spencer).  A B2 rating was assigned to the company's
proposed $150 million senior secured notes due 2017.  The rating
outlook is stable.

The ratings are subject to review of final documentation.
Proceeds from the secured notes will be used to refinance existing
debt and make a distribution of approximately $89 million to its
owners -- which is more than the initial amount invested by the
owners.

Ratings Rationale

The B2 Corporate Family Rating reflects Spencer's recapitalization
that will result in pro forma debt/EBITDA in the low 5 times range
(incorporating Moody's standard analytical adjustments).  Moody's
consider this leverage to be high given Spencer's narrow product
focus, and reliance on a single seasonal event -- Halloween -- for
a significant portion of its revenues and earnings.  Positive
rating consideration is given to the company's track record of
achieving organic revenue growth, as well as improved
merchandising and cost efficiency which has resulted in meaningful
operating margin improvement in the last two years.

The B2 rating assigned to the secured notes reflects their first
lien position in substantially all assets of the company other
than accounts receivable and inventory.  The notes will have a
second lien on accounts receivable and inventory; the company's
(unrated) $150 million asset based revolver expiring in September,
2014 will have a first lien on accounts receivable and inventory.

The stable outlook reflects Moody's view that Spencer earnings
will benefit from what Moody's believes will be favorable overall
retail spending trends through 2012, and from improved operating
efficiencies and related cost reductions that occurred during the
past two years.  The stable outlook also considers Moody's view
that the company will remain highly leveraged, as it will continue
to invest in growth initiatives, such as the expansion of its
Spirit Halloween business, as opposed to reducing absolute amounts
of debt.  Additionally, the stable outlook considers the company's
access to a sizable asset-based revolver and lack of any near-term
scheduled debt maturities.

A higher rating would require if Moody's believes positive trends
in revenue and earnings will continue and that Spencer demonstrate
the ability and willingness to achieve and sustain debt/EBITDA of
5.0 times or lower and EBITA/interest expense above 1.5 times.
Ratings could be downgraded if debt/EBITDA was sustained above 6
times, EBITA/interest expense drops below 1.25 times, or liquidity
were to erode for any reason.

New ratings assigned:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

   -- $150 million senior secured notes due 2017 at B2 (LGD 4,
      54%)

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.


STANLEY CATERBONE: 3rd Cir. Rejects Untimely Notice of Appeal
-------------------------------------------------------------
WestLaw reports that the district court lacked subject matter
jurisdiction over a Chapter 11 debtor's untimely appeal from the
bankruptcy court's grant of the trustee's motion to dismiss the
bankruptcy petition.  That jurisdictional defect also barred the
Court of Appeals from reviewing the merits of the district court's
sua sponte dismissal of the appeal from the bankruptcy court for
failure to prosecute.  Although a bankruptcy rule specified the
ten-day time period for filing an appeal from the decision of the
bankruptcy court and the trustee did not argue that the appeal was
untimely before the district court's sua sponte dismissal, the
statutory incorporation of the bankruptcy rule rendered the rule's
requirement statutory and, hence, jurisdictional and non-waivable.
In re Caterbone, --- F.3d ----, 2011 WL 1226462, slip op.
http://www.ca3.uscourts.gov/opinarch/072151p.pdf(3rd Cir.).


This is Mr. Caterbone's fourth time to tug on the Third Circuit
judges' robes.  See
http://pacer03.ca3.uscourts.gov/opinarch/074474np.pdf(Nov. 1,
2008), http://pacer03.ca3.uscourts.gov/opinarch/073054np.pdf(Feb.
16, 2008), and
http://pacer03.ca3.uscourts.gov/opinarch/073054npa.pdf(May. 29,
2008).

Stanley J. Caterbone filed a chapter 11 petition (Bankr. E.D. Pag.
Case No. 05-_____) on May __, 2005).


ST. VINCENT: Court Okays Sale to Rudin, Jewish Health System
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
St. Vincent Catholic Medical Centers received approval from the
bankruptcy judge yesterday to sell its main facilities for
$260 million to the Rudin family and North Shore-Long Island
Jewish Health System, according to an e-mailed statement from
Grant Thornton LLP, financial advisers in the sale.  The contract
with Rudin-NSLIJ contemplates building an emergency department and
ambulatory surgery center on the site, with the remainder being a
real estate development.  Rudin intends to build 590,000 square
feet in a new residential development, Kramer Levin Naftalis &
Frankel LLP said in a separate e-mailed statement.

                         About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SUN MEDIA: S&P Affirms & Withdraws 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB' long-term corporate credit rating on Toronto-
based newspaper publisher Sun Media Corp. -- a fully owned
subsidiary of Montreal-based Quebecor Media Inc. (BB/Stable/--).
The outlook is stable.  Subsequently, S&P withdrew all the ratings
on Sun Media Corp. at the company's request.


SWADENER INVESTMENT: Obtains Court OK to Use Cash Collateral
------------------------------------------------------------
Swadener Investment Properties, LLC, sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Oklahoma to use cash collateral for the payment of certain
operating expenses from April 1, 2011, through
Sept. 30, 2011.

A full-text copy of SIP's budget of revenues and expenses for
the period April 1 to Sept. 30, 2011, may be accessed for free at
http://bankrupt.com/misc/Swadener_Budget.pdf

In his Cash Collateral order signed on March 29, 2011, Chief Judge
Terrence L. Michael held that a variance of 10% is allowed on each
budgeted expense item.  To the extent an expense is not fully used
during a particular month, that unused portion will carry forward
to the next month.

Included within the budget is an estimate of the projected fees
owed to the United States Trustee.  The rental income received
equaling the amount of any fee owed to the United States Trustee
is not subject to the replacement lien granted to Valley National
Bank and NBC Bank, according to the Court.

From the excess funds generated from SIP's monthly operations,
$7,000 will be set aside for the payment of professional fees in
the event an Unsecured Creditors Committee is appointed.

Valley National Bank and NBC Bank are granted replacement liens
in, and to the future rents of, SIP pursuant to Section 362(2) of
the Bankruptcy Code to the extent SIP uses cash collateral.

Replacement liens granted Valley National Bank and NBC Bank in and
to the future rents of SIP will be deemed created and perfected
without the necessity of the execution, filing or
recording of any documents otherwise required under bankruptcy law
for the creation or perfection of security interests and liens.

SIP will make its books and records available to Valley National
Bank and NBC Bank for purposes of audit on a regular and routine
basis during regular business hours or another time as
conveniently arranged with SIP.  Any review of SIP's books and
records will not unreasonably interfere with SIP's business
operations.

SIP will continue to maintain insurance with respect to all of the
Commercial Buildings for the purposes and in the amounts
maintained by SIP.  National Bank and NBC Bank will be granted
full access to the Commercial Buildings during all reasonable
business hours for purposes of inspection and appraisal.

The Court held that the automatic stay is modified to the extent,
and only to the extent, necessary to permit the actions and events
set forth in the Order to occur and/or be taken by Valley National
Bank and NBC Bank.

The Order is not deemed, and will not constitute, a waiver of any
and all rights, claims or defenses of SPI or Valley National Bank
and NBC Bank.  Nothing will be construed as an agreement on the
part of NBC and VNB with respect to their treatment in the Chapter
11 Plan of Reorganization to be filed by SIP.

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bank. N.D. Okla. Case No.
11-10322) on Feb. 18, 2011.  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


T3 MOTION: Inks Debenture Amendment & Conversion Pact With Vision
-----------------------------------------------------------------
T3 Motion, Inc., entered into a Debenture Amendment and Conversion
Agreement with Vision Opportunity Master Fund, Ltd., to further
amend the 10% Senior Secured Convertible Debenture issued to the
Lender in a private placement on Dec. 30, 2009.  The Agreement was
the second amendment to the Debenture, following the first
amendment on Dec. 31, 2010 to extend the maturity date from
Dec. 31, 2010 to March 31, 2011.

Under the Agreement, the maturity date of the Debenture was
further extended from March 31, 2011 to June 30, 2011.  In
addition, the conversion provisions of the Debenture were deleted
in its entirety and restated.  According to the amended conversion
provisions, at the closing the Company will issue to the Lender
units, each of which comprised of one share of the Company's
common stock, par value $0.001 per share, one warrant at least
substantially identical to the Class H Warrants and one warrant at
least substantially identical to the Class I Warrants, in
consideration for the cancellation of $3,500,000 principal amount
of the Debenture and accrued interest thereon.  The number of
units will equal the total amount of principal and interest
accrued through the date of the closing divided by the conversion
price; provided, however, that the Company will pay cash in lieu
of any factional units that would otherwise be issuable upon the
conversion.

The Conversion is conditioned on, among other things, the
execution of a registration rights agreement between the parties
in which the Company would agree to register the Units and
securities underlying the Units and that the public offering
contemplated by the Registration Statement on Form S-1 for up to
$10 million in Units will have been declared effective and that
such Units shall be trading on the NYSE Amex, LLC.

On March 31, 2011 two shareholders that constituted holders of a
majority of the outstanding shares of the Company's common stock
and the holder of a majority of the outstanding shares of the
Company's Series A convertible preferred stock executed a written
consent of stockholders to amend the Certificate of Designation of
Preferences, Rights and Limitations of Series A convertible
preferred stock to remove a provision that prevented the holder of
preferred stock from converting preferred stock into common stock
in the event that such conversion would result in the holder's
percentage ownership of common stock exceeding certain thresholds.
The amendment to the Certificate of Designation to effect such
change is intended to be filed with the Secretary of State of the
State of Delaware within the next few days.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $15,057,791 and
an accumulated deficit of $45,120,210.


T3 MOTION: Amends Form S-1 Prospectus; To Offer 2.85MM Units
------------------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commisison Amendment No. 3 to Form S-1 registration statement
relating to the Company's offer of 2,857,143 units of its
securities, each unit consisting of one share of the Company's
common stock, one Class H warrant and one Class I warrant.  Each
Class H warrant entitles the holder to purchase one share of the
Company's common stock at an exercise price of $3.00, and will
expire on the nine month anniversary of the prospectus.  The Class
H warrants cannot be exercised until three months after issuance.
Each Class I warrant entitles the holder to purchase one share of
the Company's common stock at an exercise price of $5.25, and will
expire on the five-year anniversary of the prospectus.  The Class
I warrants cannot be exercised until three months after issuance.

The initial public offering price for the units offered is
estimated to be between $3.00 and $4.00 per unit.  Concurrently
with the pricing of this offering, the Company will effect a one-
for-10 reverse stock split.  The assumed public offering price per
unit, assuming a mid point price, is $3.50.  After the completion
of reverse stock split and this offering, the market price of the
Company's common stock may be different from its current price.

The shares of common stock and warrants will trade only as a part
of a unit for three months following the closing of this offering
unless earlier separate trading is authorized by the
representative of the underwriters.  If the representative
authorizes earlier trading, the Company will issue a press release
announcing the date that separate trading will begin.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "TMMM."  The last sale price of the Company's
common stock on March 31, 2011 was $4.00 per share (assuming a
one-for-10 reverse stock split).  The Company has applied to have
the common stock, units, Class H warrants and Class I warrants
listed on the NYSE Amex under the symbols "TTTM","TTTM.U",
"TTTM.-Z" and "TTTM.W".

There is presently no public market for the Company's units, the
Class H warrants or the Class I warrants, and the Company does not
expect there to be any active market for any of those securities.

Certain of the Company's existing stockholders, including certain
directors and officers and certain holders of more than 5% of the
outstanding shares of the Company's common stock, have entered
into lock-up agreements in favor of the representative of the
underwriters pursuant to which those parties have agreed not to
sell any shares of the Company's common stock for six months after
the primary offering is completed.

The Company will bear the expenses of registration and all selling
and other expenses, including all underwriting discounts or
commissions, incurred in connection with this offering.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/p39CeR

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$3.81 million in total assets, $16.56 million in total
liabilities, and a stockholders' deficit of $12.75 million.  At
Sept. 30, 2010, the Company has an accumulated deficit of
$40.41 million, a working capital deficit of $14.32 million and a
cash balance of $40,966.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred
significant operating losses and had negative cash flows from
operations since inception and at Dec. 31, 2009, has a working
capital deficit of $11.01 million and an accumulated deficit of
$33.06 million.


TASTY BAKING: Merges With Flowers Foods in $165MM All-Cash Deal
---------------------------------------------------------------
Flowers Foods and Tasty Baking Company unveiled a definitive
merger agreement whereby Flowers will acquire all of the
outstanding shares of Tasty common stock for $4.00 per share in
cash for a total purchase price of approximately $165 million,
including Tasty's existing indebtedness.

The transaction is expected to:

    * strengthen Flowers' snack cake business through the addition
      of the iconic Tastykake snack cake brand;

    * expand Flowers' geographic reach, immediately adding more
      than 24 million consumers who are contiguous with Flowers'
      current footprint;

    * add two highly efficient bakeries with additional capacity
      to support growth;

    * generate significant operating synergies through additional
      revenue and cost-saving opportunities;

    * add approximately $115 million to $125 million to Flowers'
      2011 sales, contribute approximately $10 million to
      $12 million to Flowers' 2011 EBITDA, and be neutral to
      slightly accretive to 2011 earnings per share, excluding
      one-time costs of the transaction; and

    * contribute approximately $210 million to $225 million to
      Flowers' 2012 sales, contribute approximately $25 million to
      $30 million to 2012 EBITDA, and contribute approximately
      $0.06 to $0.09 per diluted share.

Under the terms of the agreement, Flowers will commence a tender
offer to acquire all of the outstanding shares of Tasty common
stock for $4.00 per share in cash.  The transaction is expected to
close during the second quarter of 2011 and is subject to
customary closing conditions and approvals, as well as a majority
of the outstanding shares of Tasty common stock being validly
tendered and not withdrawn in the tender offer.  The agreement has
been unanimously approved by the Boards of Directors of both
companies. Flowers intends to fund the transaction through cash-
on-hand and credit facilities.  There is no financing condition to
the offer. Upon completion of the transaction, Tasty will become
part of Flowers' direct-store-delivery segment.

"We are very pleased with the addition of Tasty to Flowers," said
George E. Deese, Flowers Foods' Chairman and CEO. "Tasty brings a
talented, committed team of employees, two highly efficient
bakeries, the iconic Tastykake brand, a solid sales base, and an
effective distribution system.  The merger will expand Flowers'
geographic reach and bring new consumers, new customers, and new
opportunities for further growth.  It will provide the opportunity
to add Tastykake products to Flowers' existing direct-store-
delivery network. With the addition of Tasty, our snack cake
business will be significantly enhanced and we will have a new
platform to grow our Nature's Own brand as we make other
acquisitions that add needed production capacity for breads, buns,
and rolls.

"Tasty and Flowers have a similar heritage and share the same core
values of integrity, service, quality, and commitment," Mr. Deese
continued.  "We are delighted to welcome Tasty's 740 dedicated
employees and 413 independent sales distributors to the Flowers
Foods family.  Our plans are to invest in the combined business
for sustainable and profitable growth, and they will be an
important part of Flowers' ongoing success."

Charles P. Pizzi, Tasty's President and CEO, said, "This merger
with Flowers will create value for Tasty's shareholders,
employees, and the Philadelphia community.  It will provide
immediate cash value to our stockholders at an attractive premium
over the current trading value.  We believe the combination of
Tasty with Flowers will create a company with long-term advantages
for our employees, customers, suppliers, independent sales
distributors, and other constituents.  Flowers also shares Tasty's
commitment to the communities in which it operates.  We have a
deep respect for Flowers' approach to managing its business and
employees, and we look forward to working closely with the Flowers
team to complete the merger as quickly as possible and to ensure a
smooth transition."

      Expected Benefits of the Flowers and Tasty Combination

The combination of Flowers and Tasty leverages their complementary
product offerings and market strengths and unites two companies
with rich traditions of delivering quality and value to their
customers and consumers.  This combination is expected to result
in:

    * the creation of a larger business with a complementary
      portfolio of high-quality branded and store-brand bakery
      products;

    * a deeper penetration of the snack cake category, which
      should strengthen customer relationships over a broader
      geography;

    * the ability to grow the Tastykake brand in its current
      markets and provide new opportunities for Tastykake's
      independent sales distributors;

    * the opportunity to expand distribution of the Tastykake
      brand through the majority of Flowers' 4,000 independent
      distributors, whose existing territories have access to 53%
      of the U.S. population;

    * the addition of two highly efficient bakeries strategically
      located in the heart of the Northeast corridor. The
      available snack cake capacity in these state-of-the-art
      facilities provides a platform for further profitable
      growth;

    * the immediate addition of approximately 24 million consumers
      who are contiguous to Flowers Foods' existing geographic
      footprint, which will increase Flowers' market access to
      about 61% of the U.S. population through its direct-store-
      delivery systems;

    * the potential to expand the reach of Flowers' Nature's Own
      brand through Tasty's marketing areas as Flowers continues
      to expand and acquire additional production capacity for
      bread, buns and rolls; and

    * a strong, combined financial profile, with an anticipated
      sales contribution from the transaction of $115 million to
      $125 million for 2011, contributing approximately
      $10 million to $12 million to EBITDA with the effect on 2011
      earnings per share expected to be neutral to slightly
      accretive, excluding any one-time expenses.  In 2012, Tasty
      is anticipated to contribute approximately $210 million to
      $225 million to sales with an expected $25 million to
      $30 million EBITDA contribution and anticipate the
      transaction to be accretive approximately $0.06 to $0.09 per
      diluted share.

"We take a very deliberate approach to selecting acquisitions,
focusing on strong brands and premium products that extend our
capabilities and geographic reach. We believe Tasty is highly
consistent with our acquisition strategy and also offers
substantial synergy potential that we expect will generate a
strong financial return for our shareholders," said Mr. Deese.

Flowers has experience integrating acquisitions, having completed
more than 100 acquisitions since listing publicly in 1968,
including 11 in the past decade. Upon the completion of the tender
offer and subsequent merger, Flowers and Tasty will work closely
to achieve a successful integration and to realize the benefits of
the transaction.

                        About Flowers Foods

Founded in 1919 and headquartered in Thomasville, Ga., Flowers
Foods (NYSE: FLO) -- http://www.flowersfoods.com/-- with $2.6
billion in annual sales, is one of the nation's leading producers
and marketers of packaged bakery foods for retail and foodservice
customers. Among the company's top brands are Nature's Own,
Whitewheat, Cobblestone Mill, Blue Bird, and Mrs. Freshley's.
Flowers operates 39 bakeries that are among the most efficient in
the baking industry. Flowers Foods produces, markets, and
distributes fresh bakery products that are delivered to customers
daily through a direct-store-delivery system serving the
Southeast, Mid-Atlantic, and Southwest as well as select markets
in California and Nevada. The company also produces and
distributes fresh snack cakes and frozen breads and rolls
nationally through warehouse distribution.

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

As of Sept. 25, 2010, the Company had $185,504,000 in total assets
and $169,743,000 in total liabilities.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TED SHELTON: Ruling Affirmed in Suit v. Vineyard Bank
-----------------------------------------------------
In the case, Ted Shelton & Associates, Plaintiff and Appellant, v.
Vineyard Bank, Defendant and Respondent, No. B220244 (Calif. App.
Ct.), Shelton appeals from a judgment following the granting of a
motion for summary judgment in favor of Vineyard Bank.  Shelton
contends triable issues of fact exist that preclude the grant of
summary judgment.  The Court of Appeals of California, Second
District, Division Five, affirmed the judgment.

Shelton filed a complaint against the bank in November 2008 for
breach of an oral agreement.  Shelton alleged that the bank loaned
Shelton $7,480,000 in February 2006 for the construction of
condominium units and retail spaces in Venice, California.  The
loan was to mature on Oct. 10, 2007.

A copy of the Court of Appeals of California's decision dated
April 5, 2011, is available at http://is.gd/0YHDd4from
Leagle.com.

Ted Shelton & Associates, LLC, in Beverly Hills, California, filed
a Chapter 11 petition for bankruptcy (Bankr. C.D. Calif. Case No.
08-30002) on Nov. 21, 2008, Judge Vincent P. Zurzolo presiding.
William H. Brownstein, Esq. -- Brownsteinlaw.bill@gmail.com --
serves as the Debtor's counsel.  In its petition, the Debtor
listed $1 million to $10 million in assets and debts.


TELIPHONE CORP: To Settle Bank of Montreal Suit for C$375,000
-------------------------------------------------------------
Telipone Corp., its subsidiary Teliphone Inc., certain individuals
and related parties entered into a litigation agreement with the
Bank of Montreal in order to settle all matters between them.  The
Company has agreed to make a settlement payment of C$375,000 in
order to receive a full and final release of all litigation claims
made against them and the individuals and related parties.

The terms of the payment are: $25,000 upon execution of the
litigation and settlement agreements, followed by 24 equal monthly
payments of $11,458.33  due on the 15th of the month commencing
March 15, 2011.  This is followed by a final payment of $75,000
due on the 15th of March, 2013.

The conditions of the release are such that Bank of Montreal will
provide a full and unconditional release to the Company and
related entities, and consents to the dismissal of its action
against them regarding the management of the clients of Orion
Communications Inc.

Should there be a Payment Default the Company and related entities
consent to judgment in the Action for the full amount of the claim
less any amounts recovered through this Settlement Agreement.

A copy of the litigation agreement is available for free at:

                       http://is.gd/EyWQOH

                       About Teliphone Corp.

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.

The Company reported a net loss of US$30,587 on US$1.0 million of
revenues for the three months ended Dec. 31, 2010, compared with
net income of US$150,673 on US$1.4 million of revenues for the
same period of the prior fiscal year.

The Company's balance sheet as of Dec. 31, 2010, showed
US$1.6 million in total assets, US$2.1 million in total
liabilities, and a stockholders' deficit of US$491,538.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.


TERRESTAR NETWORKS: Can Obtain $13.4MM DIP Loan from Bridge Lender
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District Of New York,
in a final order, authorized TerreStar Corporation, and TerreStar
Holdings Inc., to obtain $13,368,421 from Solus Alternative Asset
Management LP, DIP lender and NexBank, SSB, as administrative
agent for the lenders under a Bridge Loan Agreement.

The February Debtors are also authorized to use the cash
collateral securing obligations to the Bridge Loan Lenders and
Colbeck Capital Management, LLC.

As of the Petition Date, the Debtors owe the lenders (the Bridge
Loan Lenders) not less than $4,308,262, plus interest accrued and
accruing thereon, together with all costs, fees, expenses under
that certain Term Loan Credit Agreement, dated as of Nov. 19,
2010.

The Debtors will use the loan and the cash collateral for
sufficient working capital and liquidity to preserve and maintain
the going concern value of the February Debtors' estates.

The February Debtors are unable to obtain adequate unsecured
credit with the terms and conditions set forth in the DIP
Documents.

The Debtors relate that the Bridge Loan Lenders and Colbeck are
adequately protected as the value of the February Debtors' assets
greatly exceeds the amount of secured debt encumbering such
assets.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens and superpriority administrative claims, subject
to the carve-out.

The Terms of the DIP Agreement include:

Amount:                        $13,368,421

Guarantor:                     Motient Ventures Holding Inc.

Borrowers:                     Terrestar Corporation,
                               Terrestar Holdings Inc.

Administrative Agent:          NExbank, SSB

Maturity:                      The earliest of (i) 12 months from
                               the DIP facility closing date; (ii)
                               the closing of a sale of all or
                               substantially all of the assets of
                               the February Debtors; or (iii)
                               occurence of a termination date.

Interest Rate:                 12.5% per annum

Default Interest Rate:         The rate would otherwise be
                               applicable plus 2% per annum.

Agency Fee:                    The Borrowers agree to pay to
                               the Administrative Agent on the
                               Closing Date an Agency Fee of
                               $15,000.

Commitment Fee:                The Borrowers agree to pay to each
                               Lender a commitment fee equal to
                               the Lender's Ratable Portion of 4%
                               of the maximum amount of the
                               aggregate Commitments as of the
                               Closing Date.

                        First Day Orders

In a March 9, 2011 order, the Hon. Sean H. Lane directed that
certain orders in the cases of Terrestar Networks Inc., et al., be
applied in Terrestar Corporation and TerreStar Holdings Inc.

First Day orders to be applied to the February Debtors include:

   -- order (a) authorizing, but not directing, the Debtors to
      continue to administer insurance coverage and (b)
      authorizing financial institutions to honor all related
      checks and electronic payment requests;

   -- order (a) authorizing, but not directing, the Debtors to pay
      taxes and fees and (b) authorizing financial institutions to
      honor all related checks and electronic payment requests;
      and

   -- order pursuant to 11 U.S.C. Secs. 327(a) and 330 and
      F.R.B.P. Rules 2014 and 2016 authorizing the employment and
      retention of Akin Gump Strauss Hauer & Feld LLP as attorneys
      for the Debtors nunc pro tunc to the Petition Date.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.  TerreStar Corporation disclosed
$152,391,582 in assets and $32,773,013 in liabilities as of the
Petition Date.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld,
LLP, in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TEXAS RANGERS: Perella Weinberg Transaction Fee Cut by 33%
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Bankruptcy Judge D. Michael Lynn, in an 18-page opinion, cut the
fee for Perella Weinberg Partners, one of the financial advisers
for Texas Rangers baseball club, by one third, to $3,291 an hour.
Perella, which spent 357 hours on the case, asked for payment of a
$1.5 million transaction fee.  The judge, however, ruled that
peculiar facts of the Rangers case called for a reduction.
Judge Lynn noted that completion of the sale of the club was a
near certainty and Perella was only one of several professionals
contributing to a successful outcome.  The judge added that much
of the $90 million increase in the purchase price was the result
of work by the examiner and another bankruptcy judge who served as
mediator.

A copy of Judge Lynn's April 6, 2011 Memorandum Opinion is
available at http://is.gd/5qH4PVfrom Leagle.com.

                   About Texas Rangers Baseball

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition on
May 24 (Bankr. N.D. Tex. Case No. 10-43400).  The partnership
filed simultaneously with the bankruptcy petition a Chapter 11
plan that contemplated the sale of the club to an entity formed by
a group that includes the current President of the Texas Rangers,
Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league
club owner.  In its petition, Texas Rangers Baseball Partners said
it had both assets and debt of less than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


TITAN ENERGY: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
Titan Energy Worldwide, Inc., filed on April 6, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

UHY LLP, in Southfield, Mich., expressed substantial doubt about
Titan Energy's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
and accumulated deficit.

The Company reported a net loss of $3.7 million on $14.0 million
of revenues for 2010, compared with a net loss of $2.9 million on
$10.6 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $7.3 million
in total assets, $7.0 million in total liabilities, and
stockholders' equity of $317,237.

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

                       http://is.gd/eo0ueV

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TOWN SPORTS: Moody's Holds B2 CFR; Puts B1 Rating on Proposed Debt
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Town Sports
International, LLC's (subsidiary of Town Sports International
Holdings, Inc.) proposed senior secured credit agreement,
consisting of a $50 million revolving credit facility due 2016
and a $300 million term loan due 2018.  Moody's also affirmed
Town Sports International Holdings, Inc.'s B2 corporate family
rating.  The probability of default rating was changed to B3
from B2 since the proposed capital structure primarily consists
of first priority senior secured debt, consistent with Moody's
Loss Given Default Methodology.  Moody's also assigned an SGL-2
speculative grade liquidity rating.  The ratings outlook was
revised to positive from stable.

Ratings Assigned:

Town Sports International, LLC

   -- Proposed $50 million senior secured revolving credit
      facility due 2016 at B1 (LGD2, 24%);

   -- Proposed $300 million senior secured term loan due 2018 at
      B1 (LGD2, 24%).

Town Sports International Holdings, Inc.

   -- Speculative grade liquidity rating at SGL-2.

Rating affirmed:

Town Sports International Holdings, Inc.

   -- Corporate family rating at B2.

Rating changed:

   -- Town Sports International Holdings, Inc

   -- Probability of default rating to B3 from B2.

Ratings affirmed and to be withdrawn at transaction closing:

Town Sports International Holdings, Inc.

   -- $138.5 million of 11% senior discount notes due 2014 at Caa1
      (LGD5, 87%).

Town Sports International, LLC:

   -- Senior secured revolving credit facility due 2012 at Ba2
      (LGD2, 22%);

   -- Senior secured term loan due 2013 at Ba2 (LGD2, 22%).

Ratings Rationale

Proceeds from the proposed credit agreement will primarily be used
to refinance the 11% senior discount notes due 2014 and existing
bank debt.

The outlook revision reflects Moody's expectation that operating
performance will recover over the next year and translate into
improved credit metrics.  The outlook revision also considers
recent gains in membership and reductions in attrition rates,
which should support topline growth.

Town Sports' B2 corporate family rating reflects its high pro
forma financial leverage with debt EBITDA around 5.0 times
(including Moody's standard analytical adjustments), modest
interest coverage, reduced revenue and profitability as a result
of soft macro conditions, expectations for increased discretionary
capital spending that will constrain free cash flow generation,
high geographic concentration in the New York metropolitan area,
and the increasingly competitive dynamics within the fitness
industry. Notwithstanding these concerns, the rating is supported
by the company's business position as a large-scale fitness club
operator in the Northeast and mid-Atlantic regions, a large and
improving membership base, recent improvements in key business
indicators, favorable long-term fundamentals for the fitness
industry, and expectations that it will sustain a good pro forma
liquidity profile near-term.

The ratings could be upgraded if comparable-club revenue growth
is maintained at modestly positive levels and contributes to
improvements in profitability such that debt to EBITDA sustainably
approaches 4.5 times and EBITDA less capex coverage of interest
expense (excluding discretionary spending) is sustained above 1.5
times.  A ratings upgrade would also require that discretionary
capital expenditures are within expectation and free cash flow
remains modestly positive.

Moody's could revise Town Sports ratings outlook to stable if
comparable club revenue fails to turn positive, or there is
pressure on profitability such that debt to EBITDA remains above
5.0 times and EBITDA less capex coverage of interest expense is
below 1.5 times (excluding discretionary spending).  The ratings
could be pressured if debt to EBITDA increases above 6.0 times,
EBITDA less capex coverage of interest approaches 1.0 times,
and/or free cash flow is negative.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that Town Sports will maintain a good pro forma
liquidity profile (adjusted for the proposed refinancing) near-
term given its material unrestricted cash balance and available
capacity under its revolving credit facility, though offset by
prospects for only modest cash flows.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology, published in
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the U.S., Canada, and the EMEA,
published June 2009.

Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States.  Revenue for the
fiscal-year ended Dec. 31, 2010 was $462 million.


TRANS ENERGY: Inks Purchase & Sale Pact With Republic Energy
------------------------------------------------------------
Trans Energy, Inc., entered into a Purchase and Sale Agreement
with Republic Energy Ventures, LLC, for the sale to Republic of
certain oil and gas leases and interests located in Marion County,
Marshall County, Tyler County and Wetzel County, West Virginia.
Also on March 31, 2011, the Company and CIT Capital USA Inc.
entered into the Sixth Amendment to Credit Agreement, which
relates to that certain credit agreement in the form of a senior
secured revolving credit facility dated June 15, 2007.

Under the terms of the PSA, the Company sold to Republic
approximately 2,950 Net Mineral Acres, for $14,012,500, or
approximately $4,750 per acre.  The PSA and Sixth Amendment
require that $5,000,000 of the sale proceeds be paid directly to
CIT as partial satisfaction of the debt owed under the Credit
Agreement.  Furthermore, a portion of the sale proceeds, equal to
the outstanding principal amount advanced to the Company plus
interest, will be offset against payment of a convertible
promissory note issued by the Company to Republic dated Feb. 21,
2011 in the amount of $2,914,442.  The Company also has the option
to apply a portion of the sale proceeds to offset the Company's
obligation to reimburse Republic for bonus payments advanced by
Republic to lessors under certain oil, gas and mineral leases, but
the Company elected not to exercise this option.

The PSA also provides that $6,000,000 of the sale price will be
applied as a credit, or drilling carry, to the Company by Republic
toward current or future joint interest expenses incurred by the
Company pursuant to a Joint Operating Agreement for the Company's
share of completion costs incurred for the Stout #2H, Groves #1H,
and Keaton #1H wells, and for the Company's share of drilling and
completion costs for the Lucey #1H well.  Management anticipates
that the $6,000,000 will be used to completely fund the capital
requirements for the wells and anticipates that the final well,
the Lucey #1H will be turned onto production by June 2011.

The Company, together with its financial advisor, has worked
towards refinancing the amount outstanding under the Credit
Agreement.  On March 31, 2011, the Company executed the Sixth
Amendment and other related agreements that extend the maturity
date of the Credit Agreement to March 31, 2012.

The Sixth Amendment confirms that the principal amount due under
the Credit Agreement (prior to the application of a portion of the
proceeds from the acreage sale) is $17,320,239, plus accrued
interest of $139,748, plus past delinquency charges.  The Sixth
Amendment provides that all past delinquency charges owed by the
Company, whether in shares of Company stock  (or options or
warrants therefore) or to be paid in cash, are unwound and the
delinquency charges of $725,000 are to be added to the principal
balance plus interest.  Thus, the total amount owed under the
Credit Agreement, as per the Sixth Amendment, is $18,184,978.

The Company also granted to CIT a 1.5% overriding royalty interest
in each of the Stout #2H, Groves #1H, Keaton #1H and Lucey #1H
wells, as well as a 1.5% overriding royalty interest in the next
six horizontal wells drilled in the Marcellus Shale, which have
commercial production for a period of at least 30 consecutive days
and in which the Company, or any of its subsidiaries, has an
interest.  Each 1.5% overriding royalty interest is to be
proportionately reduced to the extent the Company or its
subsidiary owns less than the full working interest in the leases,
or to the extent such oil and gas leases cover less than the full
mineral interest.

Under the terms of the original Credit Agreement, CIT agreed to
lend the Company up to $18,000,000 under a revolving credit
facility, with the Company having the ability to increase the
credit facility to $30,000,000.  The Credit Agreement conveys to
CIT a first priority, continuing security interest in, lien on and
right of setoff against, all of the Company's properties, assets,
security interests, related books and records and proceeds from
sales and revenues generated from the foregoing.

All principal payments for borrowings under the Credit Agreement
became due at maturity on June 15, 2010, at which time the
principal amount due and payable was $30,000,000 plus accrued and
unpaid interest and other fees and expenses.  On June 18, 2010,
CIT and the Company executed a forbearance letter agreement,
whereby CIT agreed to forebear from exercising its rights and
remedies provided by the Credit Agreement against the Company and
its property until June 25, 2010.  The forbearance was
subsequently extended to Dec. 31, 2010.  In July 2010, the Company
sold certain assets and interests for approximately $27 million,
of which $15 million was applied to the loan balance outstanding
under the Credit Agreement.

A full-text copy of the Sixth Amendment to Credit Agreement is
available for free at http://is.gd/Ymbwub

A full-text copy of the Purchase and Sale Agreement is available
for free at http://is.gd/hrCE3J

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

The Company's balance sheet at Sept. 30, 2010, showed
$40.04 million in total assets, $19.65 million in total
liabilities, and a stockholders' deficit of $20.39 million.

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.


TRANSBRASIL S.A.: Seeks Creditor Protection in U.S.
---------------------------------------------------
Transbrasil S.A. Linheas Areas filed a Chapter 15 petition (Bankr.
S.D. Fla. Case No. 11-19484) in Miami, Florida, on April 7, 2011.

Gustavo Henrique Sauer de Arruda Pinto, acting as co-judicial
administrator or trustee for the bankruptcy estate of Transbrasil,
signed the Chapter 15 petition.

The trustee is asking the Miami court for entry of an order
recognizing as a foreign main proceeding a bankruptcy action
pending before the 19th Civil Court of Sao Paulo, Brazil.

Prior to its bankruptcy, Transbrasil was one of the three largest
airlines in Brazil during the 1980s and 1990s.  It was
incorporated on Jan. 5, 1955, under the name "Sadia S.A.
Transportes Aereos," by Omar Fontana.  Omar was a member of the
Fontana family, owners of one of Brazil's largest business
conglomerates, including its main company Sadia, a leading
producer of frozen food and poultry in Brazil.  While in
operation, Transbrasil provided passenger jet air travel service
to numerous airports within Brazil and to various international
destinations, such as New York, Miami, Orlando, Buenos Aires,
Washington, Amsterdam and London.

On Oct. 20, 1981, Transbrasil formed a wholly-owned subsidiary,
Transbrasil Airlines, Inc., which was incorporated and based in
Florida.  TAI was a major part of Transbrasil's business, as it
handled U.S.-based operations and through it the airplane
accessories and parts for Transbrasil's planes were acquired.
In 1998, Omar Fontana became ill.  As a result, control of
Transbrasil was transferred to others.  Omar, once one of the
wealthiest men in Brazil, died on Dec. 8, 2000, at the age of 73.

The Transbrasil Trustee said in a court filing that since the
transfer of control in 1998, the airline experienced financial
difficulties that became increasingly more dire.  "By December
2001, the Company had run out of cash and credit, it had no fuel
with which to fly its airplanes, was several months behind in
payment of employees' salaries, and had unpaid bills dating to
mid-2000.  Transbrasil continued to operate until it stopped
flying and ceased trading activities on Dec. 3, 2001," the Trustee
said.

"As a result of the financial collapse, the companies that had
leased aircraft to Transbrasil terminated the leases and took back
the leased aircraft, leaving the company with only 3 outdated
Boeing 767 planes.  Due to the ceasing of its operations, many
thousands of customers were left with pre-paid tickets that could
not be used.  As well, thousands of employees were laid off or
stopped receiving salaries, and creditors were left being owed
millions of dollars in unpaid debts."

The Transbrasil Trustee said that to date, he has been able to
procure only limited information as to what happened to
Transbrasil's assets after the collapse.  The assets identified to
date consist mainly of a few airplanes that have been stripped of
parts, some spare parts and some real estate property, some of
which has being seized by Brazilian Labor Courts, the combined
value of which is some US$8 million.  In comparison, the estimated
value of Transbrasil's liabilities is in excess of US$500 million.

                  Brazilian Bankruptcy Proceeding

On July 12, 2001, General Electric Capital Corporation filed an
involuntary bankruptcy petition in the Brazilian Court against
Transbrasil.  The petition was denied, however, but GE filed an
appeal with the Ninth Chamber of Private Law of the Court of
Appeal of Sao Paulo, which sided with GE and declared Transbrasil
to be in bankruptcy as of April 16, 2002.  In that same order
declaring the bankruptcy of Transbrasil, Dr. Alfredo Luiz
Kugehnas was appointed as trustee of the Transbrasil estate.  Dr.
Kugelmas -- Original Trustee -- presently retains that position.

Transbrasil filed various appeals, which had the effect of
temporarily delaying the effect of the bankruptcy, but eventually
the validity of the bankruptcy was affirmed.  On May 15, 2008, the
Brazilian Court appointed Gustavo Henrique Sauer de Arruda Pinto
as a Trustee of the Transbrasil estate, along with the Original
Trustee, Dr. Kugehnas, as joint trustees.  Dr. Sauer accepted the
role on May 26, 2008.

                        Chapter 15 Petition

The Transbrasil Proceeding remains pending in Brazil and the
Trustee is, in conjunction with Dr. Kugelmas, overseeing efforts
to identify, locate, and capture assets belonging to the estate.
The Trustee intends to use the Chapter 15 action to seek records
and other information relating to assets of Transbrasil or its
subsidiaries or related companies that are in or were transferred
through the United States.  For instance, the Trustee seeks more
information relating to two valuable jet engines that were
reportedly sent to Delta Airlines in the Unites States for
maintenance, but which never have been returned.


TRANSBRASIL S.A.: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Transbrasil S.A. Linheas Areas
                   Astigarriga Davis
                   c/o Edward H. Davis, Jr.
                   701 Brickell Avenue, 16th Floor
                   Miami, FL 33131

Chapter 15 Case No.: 11-19484

Chapter 15 Petition Date: April 7, 2011

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

Judge: A. Jay Cristol

Debtor's Counsel: Gregory S. Grossman, Esq.
                  ASTIGARRAGA DAVIS
                  701 Brickell Avenue, 16th Floor
                  Miami, FL 33131
                  Tel: (305) 372-8282
                  E-mail: ggrossman@astidavis.com

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

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

Gustavo Henrique Sauer de Arruda Pinto, acting as co-judicial
administrator or trustee for the bankruptcy estate of Transbrasil,
signed the Chapter 15 petition.


ULTIMATE ACQUISITION: To Sell Intellectual Property
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the parent of the Ultimate
Electronics retail chain, which is wrapping up a liquidation all
of its 46 stores, is now looking to sell its name and other
intellectual property to the highest bidder.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer &
Weiss, P.C., in Southfield, Mich., serve as the Debtor's
bankruptcy counsel.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- operated 65 stores and
focuses on mid-to high-end audio, video, television and mobile
electronics products.  The Company and its debtor-affiliates filed
for chapter 11 protection (Bankr. D. Del. Case No. 05-10104) on
Jan. 11, 2005.  J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $329,106,000 and total debts of
$160,590,000.

In April 2005, the Bankruptcy Court approved Ultimate Electronics'
request to sell 32 stores to Ultimate Acquisition Partners.  The
Court confirmed the Debtors' chapter 11 Plan on Dec. 9, 2005, and
the Plan took effect on Jan. 11, 2006.


VIASPACE INC: Reports $288,000 Gross Profit in 4Q 2010
------------------------------------------------------
VIASPACE Inc. reported financial results for the fourth-quarter
and year ended Dec. 31, 2010.

Total revenue for fourth-quarter 2010 was $1,040,000 which
included $1,008,000 from Inter-Pacific Arts.  Total revenue for
fourth-quarter 2009 was $851,000 and included $683,000 from IPA.

For the quarter, cost of revenues was $752,000, compared to
$541,000 in fourth-quarter 2009.  Gross profit for the quarter was
$288,000, compared to gross profit of $310,000 for fourth-quarter
2009.

Total operating expenses for fourth-quarter 2010 were $922,000,
including $860,000 of selling, general and administrative (SG&A)
expense and $62,000 for operations.  SG&A included $420,000 in
stock-based compensation.  Total operating expenses for fourth-
quarter 2009 were $1,068,000 and included $1,062,000 in SG&A and
$6,000 for operations.  SG&A in 2009 included $345,000 in stock-
based compensation.  Operating loss for the quarter was $634,000,
compared to an operating loss of $758,000 in fourth-quarter 2009.

Fourth-quarter 2010 other expense, net, was $61,000, compared to
other expense, net, of $79,000 for fourth-quarter 2009.

Net loss for the fourth-quarter 2010 was $657,000 compared to a
net loss in fourth-quarter 2009 of $839,000.  Net loss for fourth-
quarter 2010 and fourth-quarter 2009 was less than $0.01 per share
in each quarter.

Total revenue for 2010 was $3,643,000 which included $3,240,000
from Inter-Pacific Arts (IPA) and $388,000 from U.S. military
contracts from security contracts with the U.S. Navy and U.S.
Army.  Total revenue for 2009 was $4,376,000 and included
$3,618,000 from IPA and $701,000 from U.S. military contracts for
security products.

For 2010, cost of revenues was $2,634,000, compared to $2,686,000
in 2009. Gross profit for 2010 was $1,009,000, compared to gross
profit of $1,690,000 for 2009.

Total operating expenses for 2010 were $3,828,000, including
$3,650,000 of selling, general and administrative (SG&A) expense
and $178,000 for operations.  SG&A included $1,690,000 in stock-
based compensation.  Total operating expenses for 2009 were
$4,417,000 and included $4,387,000 in SG&A and $30,000 for
operations.  SG&A in 2009 included $1,784,000 in stock-based
compensation.  Operating loss for 2010 was $2,819,000, compared to
an operating loss of $2,727,000 in 2009.

2010 other expense, net, was $142,000, compared to other expense,
net, of $194,000 for 2009.

Net loss for 2010 was $2,833,000 compared to a net loss in 2009 of
$2,909,000.  Net loss for 2010 and 2009 was less than $0.01 per
share in each year.

VIASPACE Chief Executive Dr. Carl Kukkonen commented: "IPA artwork
sales for fourth-quarter 2010 were 48% higher than fourth-quarter
2009.  We also have previously announced that IPA revenues for the
first six months of 2011 are expected to be at least $2.76 million
-- 100% higher -- compared with $1.38 million in 2010.  Our
strategy to reduce costs while maintaining quality resulted in
lower operating costs for the fourth-quarter compared to 2009
levels.  I was at IPA in January during a customer product
inspection and they stated that our quality is excellent.  The
business of our retail customers in the US is slowly improving,
and their satisfaction with our pricing and high-quality is
leading to significant new orders.  VIASPACE is committed to
growing our framed art business."

"Our strong focus for growth remains on Giant King Grass with its
high yield and low cost which we believe will play an important
role in the global biomass electricity and biofuels future."

On Feb. 9, 2011, VIASPACE signed a Memorandum of Understanding
with PT Provident Agro of Jakarta Indonesia with the goal to use
Giant King Grass as feedstock for a large scale pellet mill to
manufacture a minimum of 300,000 metric tonnes per year of pellets
for the export market, primarily in Europe.  An initial 10 hectare
test plot will be established by PT Provident Agro.  Provident
Agro owns extensive oil palm plantations and land in Sumatra,
Kalimantan and Sulawesi, Indonesia with a total land bank of
150,000 hectares (370,000 acres) producing more than 23,500 tons
of crude palm oil each year.  On Feb. 23, 2011, VIASPACE and
General Biofuels signed an MOU that is expected to become an
exclusive agreement to develop a large Giant King Grass plantation
and a 250,000 to 400,000 tonne per year biomass pellet plant in
the Dominican Republic.

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company's balance sheet at Sept. 30, 2010, showed
$17.95 million in total assets, $2.79 million in total current
liabilities, $4.26 long-term liabilities due to Sung Hsien Chang,
and stockholders' equity of $10.89 million.


VIASPACE INC: B. Randolph Resigns; Paul Kim Appointed Director
--------------------------------------------------------------
General Bernard P. Randolph resigned as a director of Viaspace
Inc.  There were no disagreements between General Randolph and any
officer or director of the Company.

The Board of Directors appointed Paul Kim to serve as a director
of the Company.  Mr. Kim is currently a corporate executive for
Accton Technology Corporation, a large publicly traded (Taiwan)
multinational company that is an original equipment designer and
manufacturer of communication equipment providing communication
solutions to the top communication and networking companies in the
world.  Mr. Kim joined Accton Technology in October 1998.  He has
developed extensive knowledge of small and medium sized businesses
and consumer markets in North America, Europe, and Central and
Latin America.  Mr. Kim's background also includes relevant
experience in mergers and acquisitions, investor relations,
corporate strategy planning and implementation, and managing IT
organizations.  Prior to working in the networking and
communications industry, Mr. Kim was senior manager at Andersen
Consulting (Accenture).

The Company said there are no relationships or agreements by and
among the itself and Mr. Kim.  There is no family relationship
between any of the Company's officers or directors and its
proposed director.  There are no orders, judgments, or decrees of
any governmental agency or administrator, or of any court of
competent jurisdiction, revoking or suspending for cause any
license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or
permanently restraining any of its officers or directors from
engaging in or continuing any conduct, practice or employment in
connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or
any aspect of the securities business or of theft or of any
felony, nor are any of the officers or directors of any
corporation or entity affiliated with the Company so enjoined.

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company reported a net loss attributed to Viaspace of $2.83
million on $3.64 million of total revenues for the year ended Dec.
31, 2010, compared with a net loss attributed to Viaspace of $2.91
million on $4.37 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $17.39 million
in total assets, $6.94 million in total liabilities and $10.45
million in total equity.

Goldman Kurland and Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.  In addition, at Dec. 31, 2010, the
Company has working capital of $235,000 and an accumulated deficit
of $35,568,000.


VITRO SAB: US Units to Sell Operations for $44MM to Grey Mountain
-----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the U.S. subsidiaries of Vitro SAB filed papers April 7 to sell
the businesses for $44 million to an affiliate of Grey Mountain
Partners LLC from Boulder, Colorado.  The sale motion came one day
after four U.S. Vitro companies consented to being in Chapter 11
after involuntary petitions were filed against them in November by
holders of some of the $1.2 billion of bonds in default for two
years.  Vitro wants the bankruptcy court to require the submission
of any competing purchase offers by May 20. If the judge goes
along, the auction would be held June 1, with a hearing for
approval of the sale on June 2.

Vitro is facing opposition from noteholders of its request for
financing from Bank of America, an existing lender.  BofA would
provide $30 million of the loan on a first-lien basis, with the
other $7.5 million coming from the Vitro parent protected by a
second-lien.  The noteholders say the financing is nothing more
than the conversion of the prepetition bank debt to an obligation
protected by the Chapter 11 case.  As for the Vitro parent's loan,
the noteholders say it improperly contains a default provision
that would be invoked if anyone sues the Mexican parent.

Mr. Rochelle notes that not all targets of the involuntary
petitions put themselves into Chapter 11.  There are 11 U.S. Vitro
companies where the bankruptcy judge still must decide whether
they too should be in Chapter 11.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire Dec. 7, 2010.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference
to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan based on the vote of $1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro is appealing.


VYTERIS INC: Executes Agreement and Plan Merger With MediSync
-------------------------------------------------------------
Vyteris, Inc., executed an Agreement and Plan of Merger with
MediSync BioServices, Inc., and VYHNSUB, Inc., pursuant to which
the Merger Sub will be merged with and into MediSync, with
MediSync continuing as the surviving corporation and a wholly-
owned subsidiary of Company.  MediSync is the business of
consolidating preclinical and contract research organization "CRO"
and related businesses, including site management organizations,
which sub-contract clinical trial-related responsibilities from a
CRO or pharmaceutical/biotechnology company, and post marketing
surveillance companies, which monitor pharmaceutical drugs and
devices after release into the market.

On April 6, 2011, the Company, Merger Sub and MediSync consummated
the Merger by filing a Certificate of merger with the Secretary of
State of the State of Delaware.  As a result of the Merger, the
business of MediSync will be wholly owned and operated by Company.

   * Purchase Price

The Company has agreed to pay the following consideration,
consisting of common stock and warrants and options to purchase
common stock of Vyteris, to the holders of debt and equity
securities of MediSync in connection with the Merger:

   * To the holders of MediSync common stock, five shares of the
     Company's common stock for each share of MediSync's common
     stock.

   * To the holders of convertible notes and other indebtedness of
     MediSync, five shares of the Company's common stock for each
     $1.00 of MediSync debt.

   * To the holders of MediSync warrants, warrants to purchase
     five shares of the Company's common stock, at  a $0.20
     exercise price and with a five year term, for each MediSync
     warrant to purchase (i) a share of MediSync common stock and
    (ii) $1 of convertible note to be issued by MediSync.

   * To the holders of MediSync options, options to purchase five
     shares of the Company's common stock, at a $.20 exercise
     price and with a 10 year term, for each option to purchase a
     share of MediSync common stock.

In total, (i) 25,816,283 shares of Company common stock will be
issued to holders of MediSync common stock, convertible notes and
other indebtedness, (ii) warrants to purchase 2,090,000 shares of
Company common stock will be issued to holders of MediSync
warrants and (iii) options to purchase 1,683,750 shares of Company
common stock shall be issued to holders of MediSync options.

By agreement of the Boards of Directors of the parties, each share
of MediSync common stock, and all warrants, options and
convertible indebtedness of MediSync, were valued at $1.00 per
share of MediSync common stock, and each share of Registrant
common stock was valued at $0.20 (which was the per share
conversion price in the June 2010 convertible note financing
transaction consummated by the Company and the most recent private
placement transaction by the Registrant prior to the August 2010
negotiations regarding the purchase price for the acquisition of
MediSync).  The transaction was approved by both Boards of
Directors in March 2011.

The Acquired MediSync Stock will be acquired from the shareholders
of MediSync.  Of the shareholders of MediSync, the following have
a material relationship between them and either the Company or any
of its affiliates, or any director or officer of the Registrant,
or any associate of any such director or officer.

As a result of the Merger, Company assumed, as of April 6, 2011,
outstanding liabilities of MediSync, in an aggregate amount of
$1,896,361.

As a result of the Merger, on April 6, 2011, (i) 25,816,283 shares
of Registrant common stock were issued to holders of MediSync
common stock, convertible notes and other indebtedness, (ii)
warrants to purchase 2,090,000 shares of Company common stock
(with an exercise price of $0.20 and a five year term) (with an
exercise price of $0.20 and a ten year term) were issued to
holders of MediSync warrants, and (iii) options to purchase
1,683,750 shares of Company common stock were issued to holders of
MediSync options.  The consideration to be received for issuance
of: (i) the 25,816,283 shares of Company's common stock was
2,989,805 shares of MediSync common stock and $2,173,452 of
convertible notes and other indebtedness; (ii) the warrants to
purchase 2,090,000 shares of Company's common stock was 418,000
warrants to purchase MediSync common stock; and (iii) the options
to purchase 1,683,750 shares of Company's common stock  was
336,750 MediSync options.

The exemption from registration claimed is under Section 4(2) of
the Securities Act of 1933.  Each MediSync shareholder, warrant
holder, option holder and debtholder will have signed and
delivered a transfer letter to Registrant in which it represents
that: (i) it has enough knowledge and experience in financial and
business matters to evaluate the risks and merits of the Merger;
and to bear the economic risk of receipt of Registrant securities;
(ii) that it has had access to all of the type of information
regarding Company it normally would have received in a prospectus;
and (iii) that it will not resell or distribute the securities of
Company received by it to the public.  Company also confirms that
it has not used any form of public solicitation or general
advertising in connection with the issuance of its equity
securities in connection with the Merger.

                     Description of Business

MediSync was formed in 2006 for the purpose of acquiring and
consolidating CROs and related businesses, including but not
limited to (i) SMOs, which sub-contract clinical trial-related
responsibilities from CROs and pharmaceutical/biotechnology
companies, (ii) post marketing surveillance companies, which
monitor pharmaceutical drugs or devices after release into the
market and (iii) clinical, regulatory and litigation consulting
companies.  The Company believes that MediSync's current and
future operations serve a growing demand for outsourced clinical
research and related services in the pharmaceutical and biomedical
industries.  The Company further believes that each CRO and
related business that MediSync acquires may benefit from (a)
potential cost savings and efficiencies proposed by the
consolidation model, (b) the sharing of, and collaboration on,
clinical research studies among the Acquired Businesses, (c) new
services offered by other Acquired Businesses, and (d) synergistic
efficiencies caused by MediSync's consolidation with the existing
Vyteris infrastructure.

                         The CRO Industry

CROs provide a wide range of pharmaceutical research and device-
development services to the pharmaceutical, biotechnology, and
medical device industries, including, but not limited to, product
development and formulation, clinical trial management, and data
management services to conform to Food and Drug Administration
(FDA) regulations.  The CRO industry revenue was predicted to
approach $20 billion in 2010, or approximately one-third of
research and development spending for the pharmaceutical and
biotechnology sectors.1 Several analyst reports and studies have
demonstrated a growing trend in pharmaceutical and biotechnology
companies' reliance on the outsourcing of clinical research and
related services to CROs and similar organizations.  For example,
in mid-2009, it was estimated that approximately 25% of all
biopharmaceutical drug development was being outsourced,
representing a CRO market greater than $22 billion.2  Some
industry analysts anticipate that the rate of outsourcing to CROs
will accelerate, approaching 40% over the next several years.

In addition, approximately $125 billion of revenue from patent-
protected drugs may no longer be available in the next few years,
due to recent and upcoming patent expirations.  As a result,
pressure on pharmaceutical companies to revive drug development
pipelines has intensified.  The Company believes that this
pressure will lead to new drug development opportunities for CROs
and related businesses.

                       Acquisition Strategy

The Company anticipates that MediSync's Acquired Businesses will
consist of companies that play an integral role in assisting
pharmaceutical and biotechnology companies with the development
of, and strategies relating to, drugs, biologics and medical
devices.  With respect to MediSync's acquisition targets, the
Company intends to focus on privately owned and operated companies
that are profitable, have at least five years of operating
history, and have built a good reputation through working with
numerous well-known pharmaceutical or biotechnology customers.
The Company plans to build value (i) through programs designed to
drive incremental new revenues, (ii) by benefiting from economies
of scale, proactive business development and marketing
initiatives, centralized management and information systems, and
"brand name" identification, and (iii) by broadening the scope of
services offered by each of the Acquired Businesses.

With respect to the Acquired Businesses, the Company plans to
strategically:

   * contribute expansion capital as appropriate and available;

   * increase operational efficiencies;

   * leverage the unique specialties and areas of expertise of
     each Acquired Business;

   * create new revenue streams through new service offerings;

  * leverage cost savings through economies of scale;
   * operate throughout the U.S. and subsequently embark upon a
     global expansion; and

   * carefully monitor the synergies among the Acquired Businesses
     to effectively nurture organic growth of their businesses.

The Company intends to cause each Acquired Business to maintain
its own identity and specialty skills while at the same time
benefiting from operating efficiencies and lower overhead costs.
Because the Company plans to target small- to mid-size companies,
the Company believes that a consolidation of resources of those
companies could significantly contribute to the expansion of
operations, resulting in increased revenues.  The Company believes
that its acquisition of carefully selected companies with
complementary attributes and expertise will contribute to an
inherent synergy, thereby allowing the Acquired Businesses to
source, and collaborate on, clinical research studies among one
another.  Through this cross pollenization, MediSync can expand
its operations by offering a larger range of services provided by
each of its unique Acquired Businesses to potential customers.

MediSync is pursuing acquisition targets with respect to its
pipeline, which we intend to pursue for closing by the end of the
first quarter of 2012.  These include the following:

   * Potential extension of agreement with scientific consulting
     firm across a variety of business applications to industry
     and counsel in (i) assisting clients with the navigation of
     clinical and regulatory requirements, and (ii) supporting
     clients in defending their products in a variety of legal
     actions.  Transaction terms include a total purchase price up
     to $7.3 million consisting of (i) $4.3 million in cash; (ii)
     $1.0 million in purchase money promissory note; (iii) 3.75
     million shares of Company common stock valued at $0.8
     million; and (iv) earn outs of up to $1.2 million over three
     years.

   * Signed letter of intent with a service management
     organization specializing in trials requiring a controlled
     environment.  Transaction terms include a total purchase
     price of $10.0 million consisting of (i) $8.0 million in
     cash; and (ii) $550,000 in Vyteris common stock, along with a
     $1.2 million earn out.  Due diligence, as well as an audit of
     the targets financial statements, is underway.

   * Negotiations underway with a CRO with a 50 bed research unit.
     Transaction terms anticipated to include a total purchase
     price of $12.5 million, with $10.0 million in cash and $1.0
     million in equity, with a $1.5 million three-year earn out.

   * Negotiations underway with an international CRO.  Transaction
     terms anticipated to include a total purchase price of $7.5
     million, with $1.0 million in cash and $4.0 million in
     equity, with $2.5 million in a combination of purchase money
     notes or earn outs.

   * Negotiations underway with a research company which
     specializes in post-marketing surveillance.  Transaction
     terms anticipated to include a total purchase price of $7.5
     million, with $4.0 million in cash, $1.8 million in earn out
     and $0.9 million in each of a purchase money note and equity.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.

The Company's balance sheet at Sept. 30, 2010, showed
$3.62 million in total assets, $19.12 million in total
liabilities, and a stockholders' deficit of $15.49 million.


WESTMORELAND COAL: Adopts New AIP and LTIP Program
--------------------------------------------------
Westmoreland Coal Company filed an Amendment No. 1 to the Current
Report on Form 8-K that the Company filed on March 15, 2011.  The
Amendment updates the terms of the performance-based portion of
the LTIP following a meeting of the Compensation and Benefits
Committee at which meeting the committee approved an adjustment to
the performance-based award performance criterion.

At a meeting of the Compensation and Benefits Committee of the
Board of Directors of the Company held on March 9, 2011, the
Committee adopted the Annual Incentive Policy/Long Term Incentive
Policy.  The Policy, which encompasses two separate programs, is
effective as of Jan. 1, 2011.  All stock-based awards under the
Policy will be granted under the Amended and Restated 2007 Equity
Incentive Plan for Employees and Non-Employee Directors.  The
combined goal of the AIP and the LTIP is to provide a balance of
performance based-compensation that rewards performance over both
a one-year and three-year time horizon.

The primary objectives of the LTIP include: (i) aligning the
interests of the named executive officers with those of the
Company's shareholders; (ii) increasing named executive officer
stock ownership consistent with the Company's stock ownership
guidelines; and (iii) ensuring sound risk management by rewarding
sustained performance over a longer time horizon.

Awards under the LTIP will consist of equity at the time of grant.
For 2011, the LTIP will include both time-based and performance-
based awards.  Time-based awards will vest in equal annual
installments over a three-year period based on completion of the
service requirement.  Performance-based awards will be earned to
the degree that performance achievement relative to the pre-
established goal is achieved.  The 2011 performance-based awards
vest at the end of the three-year period.  The measurement for the
performance-based award will be the Company's achievement of a
three-year cumulative free cash flow measure.

On March 9, 2011, the Committee approved these LTIP awards for
April 1, 2011, for the Company's named executive officers:

                         LTIP Target          Grant Date Fair
Name                   as % of Base          Value of Award
----                   ------------          ---------------
Keith E. Alessi           150%                   $900,000
Douglas P. Kathol          80%                   $224,400
Kevin A. Paprzycki         70%                   $171,500
Morris W. Kegley           60%                   $134,579

The primary objectives of the AIP include: (i) aligning the
interests of the named executive officers with the Company's
performance goals; (ii) providing competitive total compensation
opportunities; and (iii) ensuring annual compensation incentives
appropriately balance risk.

Under the AIP, the Company's named executive officers are eligible
to receive annual cash incentive awards.  Each named executive
officer's cash incentive award is set at a target amount
determined by the Committee or by the Board for the CEO and are
defined as a percentage of the individual's base salary for the
year.  The Committee and the Board may grant cash incentives in
excess of 100% of an individual's base salary in its sole
discretion for the qualitative goals that measure personal
performance.  Payout under the AIP for financial goals is capped
at 200%.  Depending on the named executive officer, the AIP award
is split between corporate financial goals measured by operating
income and free cash flow, mine-level financial goals and
qualitative personal goals.

               Chief Executive Officer Compensation

On March 9, 2011, the Board awarded Mr. Keith E. Alessi, the chief
executive officer and president, these compensation package for
2011:

     * Annualized base salary of $600,000;

     * Annual Incentive Policy target of 100% of base salary; and

     * Long Term Incentive Policy target of 150% of base salary.

In addition, on March 9th, the Board awarded to Mr. Alessi for
exemplary work an AIP payout for fiscal year 2010 of $882,240,
which reflected 135% financial payout and approximately 235%
individual performance payout.  The Board approved the issuance of
$400,000 worth of Mr. Alessi's 2010 AIP payout in the form of a
grant on March 15, 2011, of unrestricted fully-vested common stock
of the Company, valued at the fair market value of the common
stock of the Company as of the close of business on March 15th,
issued net of all applicable taxes out of the Amended and Restated
2007 Equity Incentive Plan for Employees and Non-Employee
Directors.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company's balance sheet at Dec. 31, 2010, showed
$750.3 million in total assets, $912.7 million in total
liabilities, and a stockholders' deficit of $162.4 million.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.  "The 'CCC+' corporate credit rating on
Westmoreland reflects the combination of what S&P considers to be
its vulnerable business risk profile and highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Maurice Austin.


WITHROW CAPITAL: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Withrow Capital Investments, LLC
        1341 E. Morehead Street, Suite 201
        Charlotte, NC 28204

Bankruptcy Case No.: 11-30944

Affiliates that simultaneously filed separate Chapter 11
petitions:

Debtor                                Case No.
------                                --------
Mountain Island Promenade, LLC         11-30945
Morris Field Associates                11-30946

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Andrew T. Houston, Esq.
                  HAMILTON MOON STEPHENS STEELE & MARTIN
                  201 South College Street, Suite 2020
                  Charlotte, NC 28244
                  Tel: (704) 227-1072
                  Fax: (704) 344-2278
                  E-mail: ahouston@lawhms.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-30944.pdf

The petition was signed by Ronald J. Withrow, manager.


WORLDGATE COMMUNICATIONS: Marcum LLP Raises Going Concern Doubt
---------------------------------------------------------------
WorldGate Communications, Inc., filed on April 5, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Marcum LLP, in New York, expressed substantial doubt about
WorldGate Communications' ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations, working capital deficiencies and
stockholders' deficit.

The Company reported a net loss of $12.7 million on $17.8 million
of revenues for 2010, compared with a net loss of $6.3 million on
$1.8 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $8.1 million
in total assets, $10.3 million in total liabilities, and a
stockholders' deficit of $2.2 million.

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

                       http://is.gd/fa4Rj4

Trevose, PA, WorldGate Communications, Inc. (OTC BB: WGAT.OB)
designs and develops innovative digital video phones featuring
high quality, real-time, two-way video.


WORTH'S SEAMLESS: Files For Chapter 7 Bankruptcy
------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that Worth's
Seamless Rain Gutters of Southern NH, also known as Dalyn
Solutions LLC, Concord, filed for Chapter 7 bankruptcy protection
in New Hampshire, listing assets of less than $50,000, and
liabilities of between $500,000 and $1 million.


W.R. GRACE: Appellants Present Issues vs. Plan Confirmation
-----------------------------------------------------------
Several Appellants filed separate statements of issues on appeal
and designations of items for inclusion in record with respect to
their appeals from Bankruptcy Judge Judith Fitzgerald's January
31, 2011 order confirming the Debtors' Plan of Reorganization and
other related rulings:

  * Anderson Memorial Hospital;
  * AXA Belgium, as successor to Royale Belge SA;
  * BNSF Railway Company;
  * Garlock Sealing Technologies LLC;
  * Her Majesty the Queen in Right of Canada;
  * Libby Claimants;
  * State of Montana;

  * Government Employees Insurance Company and Republic
    Insurance Company, now known as Starr Indemnity & Liability
    Company; and

  * Official Committee of Unsecured Creditors and certain
    lenders under the Prepetition Bank Credit Facilities.

The Appellants ask the District Court to determine whether the
Bankruptcy Court erred:

  -- by finding that the Plan is not discriminatory, even though
     the claims of all indirect claimants are treated the same,
     despite the fact that the value of the indirect claims of
     other claimants, including BNSF, are eight times greater
     than the value of the majority of Indirect Claims, and as a
     result the Plan is in violation of Sections 524(g),
     1123(a)(4) and 1129(a)(1) and (b)(1) of the Bankruptcy
     Code, and hence, is not confirmable;

  -- by finding that the Section 524(g) injunction need not
     extend to derivative claims asserted against certain
     claimants, including BNSF;

  -- in confirming a Chapter 11 plan that deprived claimants,
     including the Libby Claimants, of their right to trial by
     jury;

  -- in concluding that the Plan complies with Section 524(g);

  -- in confirming a Chapter 11 plan that imposes injunctions
     and releases exceeding its jurisdiction and impermissible
     under Section 524(g);

  -- in concluding that the Plan was proposed in good faith, is
     feasible and is confirmable pursuant to Section 1129 of the
     Bankruptcy Code;

  -- in concluding that the Plan complies with Section 1122(a),
     even though it classifies claims that are not substantially
     similar within the same class;

  -- in ruling that certain liability insurance policies issued
     to W.R. Grace & Co., or alternatively interests under or
     rights to said policies, could be assigned to, or vested
     in, the Asbestos PI Trust, absent the insurers' consent and
     over their plan objection, notwithstanding the
     anti-assignment provisions in said policies;

  -- in concluding that the Bank Lenders' claims and,
     accordingly, Class 9 (General Unsecured Claims), are not
     impaired by the Plan; and

  -- in concluding that the Plan does not violate the "absolute
     priority rule" of Section 1129(b) where the Plan provides
     for holders of equity interests to retain value before
     dissenting creditors have received payment in full,
     including payment of postpetition interest on creditors'
     allowed claims at the applicable contract rate.

                         Cross-Appeal

Maryland Casualty Company cross-appeals under Section 158(a) of
the Judiciary and Judicial Procedures Code from the January 31
Orders.  Maryland Casualty also reserves its right to (i) respond
in its briefs to any and all issues raised by any Appellant in its
respective statement of issues on appeal and opening brief on
appeal, (ii) file a statement of issues on cross-appeal, and (iii)
otherwise protect, preserve and advocate its position as an
Appellant, Appellee and Cross-Appellant.

                Appellee's Counter Designation

Pursuant to the order of the U.S. District Court for the District
of Delaware, dated March 10, 2011, the Debtors, together with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos PT
Future Claimants Representative, as Appellees, filed with the
Bankruptcy Court a counter-designation of records on appeal.

                        The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint Plan
of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos-related Personal Injury Claimants,
and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for US$1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
US$385 million and US$1.314 billion.  The PI Committee,
representing more than 100,000 asbestos claimants, said Grace's
liabilities range from US$4.7 billion to US$6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of US$250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of US$17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at US$110,000,000 per year for five years
    starting in 2019, and US$100,000,000 per year for 10 years
    starting in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) US$512,500,000
in cash, plus interest accrued from Dec. 21, 2005 until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock.  As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
US$26.69 per share, placing a value of about US$480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately US$788 million, which reflects the principal
settlement amount of US$512.5 million and US$275.5 million of
accrued interest, which accrues at 5.5% per annum and is
compounded annually.  Sealed Air's payment to the Debtors would
resolve all current and future asbestos-related, fraudulent
transfer and successor claims the Debtors have against Sealed Air
as a result of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Opens New Manufacturing Facilities in LatAm
-------------------------------------------------------
Grace Construction Products, an operating segment of W. R. Grace &
Co. (NYSE: GRA), opened new manufacturing facilities in Cartagena,
Colombia and Panama City, Panama this week.

With these new facilities, Grace Construction Products is
expanding its already extensive footprint in Latin America -- an
emerging region that is key to the company's growth strategy.  In
2010, Grace sales from emerging regions (as defined by the
International Monetary Fund) were 33% of the company's total
revenue, an increase from 29% in 2009.

"We continue to invest in emerging economies to capitalize on
double-digit industry growth rates," said Fred Festa, Chairman,
President and CEO of Grace.  "Through the opening of plants like
the ones in Panama City and Cartagena, we are leveraging our deep
industry knowledge and product innovation to build new long-term
customer relationships."

Both facilities will manufacture cement additives and concrete
admixtures, enhancing service and delivery times to customers in
Colombia, Panama and throughout Central America and the Caribbean.
Grace's cement additives help cement producers improve cement
quality, reduce manufacturing costs and produce in more energy-
efficient ways.  The company's concrete admixtures help concrete
producers manufacture high strength and durable concrete.  The
facilities will also house sales and technical service offices, as
well as quality control laboratories.

These facilities are the latest in a series of emerging market
investments for Grace in the construction industry.  In 2010, the
company opened new manufacturing sites in Hai Duong, Vietnam;
Chongqing, China, and Dammam, Saudi Arabia and acquired
manufacturing facilities in Wuhan, China.

The address for the new Colombia site is: Grace Colombia S.A.,
Paraquiamerica, Mamonal Km 6 carretera Cospique- Pasacaballos,
Bodegas 4 y 5 Manzana G, Cartagena, Colombia.  The phone number is
+57.5.6930230.

Grace entered the Colombian market in 1972 with a sales office.
In 1988, the company opened a manufacturing facility in Bogota,
where Grace's other operating segment, Grace Davison, manufactures
plastisols, lubricants, thinners and coatings.

Grace's Panamanian subsidiary was founded in 2010.  The contact
information for the new site is: W. R. Grace (Panama), S.A., Local
#4, Flex #2, Andrews Boulevard and Stauffer Avenue, Antigua Base
Aerea de Howard, Panama Pacifico, Panama City, Republic of Panama.
The phone number is +507.301.1845.

Grace has a lengthy history in Latin America.  The company was
established in Peru in 1854 and inaugurated steamship service
between New York and the west coast of South America in 1890.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


XSTREAM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: XStream Systems, Inc.
        10305 102nd Terrace
        Suite 102
        Sebastian, FL 32958

Bankruptcy Case No.: 11-11086

Chapter 11 Petition Date: April 8, 2011

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Jamie Lynne Edmonson, Esq.
                  BAYARD PA
                  222 Delaware Avenue
                  Wilmington, DE 19801
                  Tel: (302) 429-4234
                  Fax: (302) 658-6395
                  E-mail: jedmonson@bayardlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/deb11-11086.pdf

The petition was signed by Kim Hetzel Salbello, chief
restructuring officer.


* March Bankruptcies Pick Up Although Trailing 2010
---------------------------------------------------
Dow Jones' DBR Small Cap reports that facing a tough economic
reality, more business owners filed for bankruptcy protection in
March.

Bill Rochelle, Bloomberg News' bankruptcy columnist, says
bankruptcy filings mounted a comeback in March although they trail
last year's pace.  According to Mr. Rochelle, last month had the
most filings since October.  The more than 146,000 bankruptcy
filings of all types in March were 10% more than February,
although 8% fewer than March 2010, according to data compiled from
court records by Epiq Systems Inc.  If the pace of filings in the
first quarter were to continue throughout the year, 2011 would end
up having 8% fewer than the 1.56 million filings in 2010.  Last
year had the most bankruptcy filings since 2005, when the record
was set with 2.1 million.



* Sabrina Neff and Johnny Taylor Join Hughes Watters Askanase
-------------------------------------------------------------
Sabrina Neff and John W. Taylor, Jr. have joined Hughes Watters
Askanase, LLP, as associates.

Ms. Neff supports the firm's Commercial Litigation Practice Area,
bringing significant experience in complex commercial litigation,
business torts and civil appeals. Prior to joining HWA, Neff
worked as a litigation associate with May McCreight & Associates,
PLLC, and Twomey May, PLLC.

"We are pleased that a talented young litigator like Sabrina has
agreed to add her expertise to HWA," says Ed Harrell, a partner
and leader of the firm's Commercial Litigation Practice Area.

Ms. Neff graduated from the University of Houston Law Center in
2008 and was admitted to the State Bar of Texas the same year. She
is admitted to practice law in the U.S. District Court for the
Southern District of Texas and in the United States Tax Court.
Neff is a member of the American Constitution Society, the Houston
Bar Association Appellate and Litigation Sections, and the State
Bar of Texas Appellate and Litigation Sections.

Mr. Taylor supports the firm's Consumer Financial Services,
Default Servicing and Credit Union Representation Practice Areas,
where he focuses on consumer and bankruptcy litigation and
mortgage default services. Taylor's experience is concentrated in
the representation of secured lenders in civil litigation and
consumer bankruptcy proceedings. Prior to joining HWA, Taylor was
an associate with Offerman & King, L.L.P., where his experience in
collateral recovery through judicial actions resulted in the
recovery of collateral valued at more than $1 million.

"We are very pleased that Johnny has joined HWA. With his level of
experience as a collection attorney with a wide range of
experience in all areas of creditors' rights, he is a valuable
addition to the default servicing section of HWA," commented
Dominique Varner, a partner with HWA.

Mr. Taylor graduated magna cum laude from Texas Tech University
School of Law in 2003 and was admitted to the State Bar of Texas
in 2004. He is admitted to practice law in the U.S. District
Courts for the Northern, Southern, Eastern and Western Districts
of Texas, as well as the U.S. 5th Circuit Court of Appeals. He is
a member of the Jefferson County Bar Association and the State Bar
of Texas Consumer and Commercial Law Section.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                               Total
                                              Share-       Total
                                   Total    Holders'     Working
                                  Assets      Equity     Capital
  Company           Ticker         ($MM)       ($MM)       ($MM)
  -------           ------       -------   ---------    --------
ABRAXAS PETRO       AXAS US        182.9       (15.0)       (8.9)
ACCO BRANDS CORP    ABD US       1,149.6       (79.8)      292.8
ALASKA COMM SYS     ALSK US        620.6       (20.5)        1.4
AMER AXLE & MFG     AXL US       2,114.7      (468.1)       33.0
AMR CORP            AMR US      25,088.0    (3,945.0)   (1,942.0)
ANOORAQ RESOURCE    ARQ SJ       1,092.1       (41.5)      (62.8)
ARQULE INC          ARQL US         88.9       (14.6)       34.9
ARRAY BIOPHARMA     ARRY US        127.5      (130.6)       26.2
AUTOZONE INC        AZO US       5,765.6    (1,038.4)     (487.0)
BLUEKNIGHT ENERG    BKEP US        323.8       (37.7)      (85.1)
BOARDWALK REAL E    BOWFF US     2,326.8      (109.0)        -
BOARDWALK REAL E    BEI-U CN     2,326.8      (109.0)        -
BOSTON PIZZA R-U    BPF-U CN       112.0      (115.5)        2.0
CABLEVISION SY-A    CVC US       8,840.7    (6,280.7)     (522.2)
CANADIAN SATEL-A    XSR CN         188.3        (6.1)      (44.0)
CC MEDIA-A          CCMO US     17,479.9    (7,204.7)    1,504.6
CENTENNIAL COMM     CYCL US      1,480.9      (925.9)      (52.1)
CENVEO INC          CVO US       1,397.7      (341.3)      222.7
CHENIERE ENERGY     CQP US       1,743.5      (536.0)       26.5
CHENIERE ENERGY     LNG US       2,553.5      (472.6)       99.3
CHOICE HOTELS       CHH US         411.7       (58.1)       (1.7)
CLEVELAND BIOLAB    CBLI US         19.9       (12.5)      (12.7)
COLUMBIA LABORAT    CBRX US         29.9       (19.9)        2.0
COMMERCIAL VEHIC    CVGI US        286.2        (0.1)      116.1
CORNERSTONE ONDE    CSOD US         42.9       (55.1)      (13.9)
CUMULUS MEDIA-A     CMLS US        319.6      (341.3)       16.9
DENNY'S CORP        DENN US        311.2      (103.7)      (27.8)
DISH NETWORK-A      DISH US      9,632.2    (1,133.4)       74.1
DISH NETWORK-A      EOT GR       9,632.2    (1,133.4)       74.1
DOMINO'S PIZZA      DPZ US         460.8    (1,210.7)      118.9
DUN & BRADSTREET    DNB US       1,905.5      (645.6)     (259.4)
EASTMAN KODAK       EK US        6,239.0    (1,075.0)      966.0
ENDOCYTE INC        ECYT US         21.2        (7.1)       12.4
EXELIXIS INC        EXEL US        360.8      (228.3)      (16.5)
FLOTEK INDS         FTK US         184.8        (3.5)       45.5
FLUIDIGM CORP       FLDM US         24.8        (4.6)        2.4
FORD MOTOR CO       F US       165,793.0      (642.0)  (25,852.0)
FORD MOTOR CO       F BB       165,793.0      (642.0)  (25,852.0)
GENCORP INC         GY US          991.5      (195.1)       71.4
GLG PARTNERS INC    GLG US         400.0      (285.6)      156.9
GLG PARTNERS-UTS    GLG/U US       400.0      (285.6)      156.9
GRAHAM PACKAGING    GRM US       2,806.8      (530.7)      268.0
HCA HOLDINGS INC    HCA US      23,852.0   (10,794.0)    2,650.0
HOVNANIAN ENT-A     HOV US       1,670.1      (401.3)    1,042.4
HUGHES TELEMATIC    HUTC US        108.8       (62.4)      (16.0)
IDENIX PHARM        IDIX US         69.9       (31.1)       29.5
INCYTE CORP         INCY US        489.6       (88.6)      341.9
IPCS INC            IPCS US        559.2       (33.0)       72.1
ISTA PHARMACEUTI    ISTA US        134.2       (79.1)       15.8
JUST ENERGY GROU    JE CN        1,760.9      (328.6)     (339.4)
KNOLOGY INC         KNOL US        787.7       (15.9)       20.4
KV PHARM-A          KV/A US        296.2      (233.4)     (134.5)
KV PHARM-B          KV/B US        296.2      (233.4)     (134.5)
LIGHTING SCIENCE    LSCG US         60.0      (122.4)       28.3
LIN TV CORP-CL A    TVL US         790.5      (131.4)       30.6
LIZ CLAIBORNE       LIZ US       1,257.7       (21.7)       39.0
LORILLARD INC       LO US        3,296.0      (225.0)    1,509.0
MAINSTREET EQUIT    MEQ CN         448.9        (9.0)        -
MANNKIND CORP       MNKD US        277.3      (185.5)       55.8
MEAD JOHNSON        MJN US       2,293.1      (358.3)      472.9
MEDQUIST INC        MEDQ US        323.9       (30.6)       45.2
MERITOR INC         MTOR US      2,814.0      (990.0)      357.0
MOODY'S CORP        MCO US       2,540.3      (298.4)      409.2
MORGANS HOTEL GR    MHGC US        714.8        (1.8)       13.7
MPG OFFICE TRUST    MPG US       2,771.0    (1,045.5)        -
NATIONAL CINEMED    NCMI US        854.5      (318.4)       77.3
NAVISTAR INTL       NAV US       9,279.0      (832.0)    2,002.0
NEWCASTLE INVT C    NCT US       3,687.1      (247.6)        -
NEXSTAR BROADC-A    NXST US        602.5      (175.2)       53.6
NPS PHARM INC       NPSP US        228.9      (155.3)      133.8
NYMOX PHARMACEUT    NYMX US         13.5        (2.9)        8.3
ODYSSEY MARINE      OMEX US         19.4        (3.5)      (15.5)
OTELCO INC-IDS      OTT US         322.1        (5.2)       22.0
OTELCO INC-IDS      OTT-U CN       322.1        (5.2)       22.0
PALM INC            PALM US      1,007.2        (6.2)      141.7
PDL BIOPHARMA IN    PDLI US        316.7      (324.2)       90.7
PLAYBOY ENTERP-A    PLA/A US       165.8       (54.4)      (16.9)
PLAYBOY ENTERP-B    PLA US         165.8       (54.4)      (16.9)
PRIMEDIA INC        PRM US         212.7       (93.8)       (1.0)
PROTECTION ONE      PONE US        562.9       (61.8)       (7.6)
QUALITY DISTRIBU    QLTY US        271.3      (144.5)       35.0
QWEST COMMUNICAT    Q US        17,220.0    (1,655.0)   (1,649.0)
REGAL ENTERTAI-A    RGC US       2,492.6      (491.7)     (122.5)
RENAISSANCE LEA     RLRN US         53.8       (35.1)      (40.9)
REVLON INC-A        REV US       1,086.7      (696.4)      157.6
RSC HOLDINGS INC    RRR US       2,718.0       (37.3)      (60.8)
RURAL/METRO CORP    RURL US        285.3       (98.6)       60.1
SALLY BEAUTY HOL    SBH US       1,670.4      (406.1)      371.1
SINCLAIR BROAD-A    SBGI US      1,485.9      (157.1)       36.4
SINCLAIR BROAD-A    SBTA GR      1,485.9      (157.1)       36.4
SMART TECHNOL-A     SMT US         559.1       (63.2)      201.9
SMART TECHNOL-A     SMA CN         559.1       (63.2)      201.9
SUN COMMUNITIES     SUI US       1,162.7      (132.4)        -
SWIFT TRANSPORTA    SWFT US      2,567.9       (83.2)      186.1
TAUBMAN CENTERS     TCO US       2,546.9      (527.9)        -
TEAM HEALTH HOLD    TMH US         807.7       (51.4)       17.9
THERAVANCE          THRX US        331.2       (22.4)      276.3
UNISYS CORP         UIS US       3,020.9      (933.8)      538.7
UNITED RENTALS      URI US       3,693.0       (20.0)      156.0
VECTOR GROUP LTD    VGR US         949.6       (46.2)      299.9
VENOCO INC          VQ US          750.9       (84.2)      (11.6)
VERISK ANALYTI-A    VRSK US      1,217.1      (114.4)     (480.4)
VERSO PAPER CORP    VRS US       1,516.1        (6.8)      162.4
VIRGIN MOBILE-A     VM US          307.4      (244.2)     (138.3)
VONAGE HOLDINGS     VG US          260.4      (129.6)      (67.7)
WARNER MUSIC GRO    WMG US       3,604.0      (228.0)     (602.0)
WEIGHT WATCHERS     WTW US       1,092.0      (686.7)     (348.7)
WESTMORELAND COA    WLB US         750.3      (162.4)      (35.8)
WORLD COLOR PRES    WC CN        2,641.5    (1,735.9)      479.2
WORLD COLOR PRES    WCPSF US     2,641.5    (1,735.9)      479.2
WORLD COLOR PRES    WC/U CN      2,641.5    (1,735.9)      479.2
WR GRACE & CO       GRA US       4,271.7       (68.8)    1,371.3



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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